/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/160316.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, March 16, 2016, Vol. 20, No. 76 Headlines ADVANCED MICRO: Fitch Cuts LT Issuer Default Rating to 'CCC' AFFYMETRIX INC: Egan-Jones Hikes Sr. Unsecured Rating to BB AMBAC FINANCIAL: Shareholder Begins Proxy Fight ANADARKO PETROLEUM: Moody's Assigns Ba1 Rating on Proposed Notes ANESTHESIA HEALTHCARE: Chapter 11 Case Dismissed ANGLO IRISH: Ex-Bank Chief Extradited from U.S. to Face Charges ARCHDIOCESE OF ST. PAUL: Wants More Parties to Review Abuse Claims ARCHROCK PARTNERS: Moody's Lowers CFR to B1, Outlook Negative ASP BLADE: Moody's Assigns B1 CFR, Outlook Stable ASPECT SOFTWARE: March 18 Meeting Set to Form Creditors' Panel AVIS BUDGET: S&P Assigns 'B+' Rating on $300MM Sr. Notes AXION INTERNATIONAL: Community Bank Wins Stay Relief AXION INTERNATIONAL: Court Approves Joint Administration of Cases AXION INTERNATIONAL: UCC Challenge Period Extended to May 11 BASIC ENERGY: Egan-Jones Cuts Sr. Unsecured Rating to B+ BATE LAND & TIMBER: Opposes BLC Bid to Stay Plan Approval Order BEAUTIFUL VIEW REALTY: Court Lifts Stay for Meilitz, BNY Mellon BENJAMIN ASHMORE: Bankruptcy Didn't Deprive Tax Ct. of Jurisdiction BERNARD L. MADOFF: Victims' Claims for Repayment Total $17.5-Bil. BRIAR'S CREEK: Court Enters Final Decree Closing Chapter 11 Case BUFFETS LLC: $4M Alamo Financing Has Interim Approval BUFFETS LLC: Court Approves Joint Administration of Cases BUFFETS LLC: Transfers Tahoe Joe's Employees to Non-Debtor CANADIAN SOLAR: 2015 Results Support Ba2 CFR, Moody's Says CANAL ASPHALT: Auction for Asphalt Plant Moved to April 18 CARDIAC SCIENCE: Court OKs Deadline to File Lease Rejection Claims CHICAGO BOARD: S&P Maintains GO Bonds' 'B+' Rating on Watch Neg. CLEAN HARBORS: Moody's Affirms Ba2 CFR, Outlook Stable CLEAN HARBORS: S&P Affirms 'BB+' CCR, Outlook Stable CLOUD PEAK: Moody's Lowers CFR to B3, Outlook Negative CLUB AT SHENANDOAH: Chapter 11 Case Closed CNH INDUSTRIAL: Moody's Assigns B1 Rating on $500MM Notes CNH INDUSTRIAL: S&P Assigns 'BB' Rating on Proposed Sr. Notes CONGREGATION BIRCHOS: Gets Approval to Hire Goldberg as Counsel CONSOL ENERGY: Moody's Lowers CFR to B2, Outlook Negative CONTINENTAL RESOURCES: Egan-Jones Cuts Sr. Unsecured Rating to B+ DDMG ESTATE: DIP Lenders Extend Forbearance Period to April 1 DEAN FOODS: S&P Affirms 'BB-' CCR & Revises Outlook to Positive DETROIT CITY: S&P Affirms 'B' Rating on 1997 Tax-Increment Bonds DETROIT DOWNTOWN: S&P Affirms 'BB' Rating on Bonds, Outlook Stable DJ OILFIELD: Voluntary Chapter 11 Case Summary DRD TECHNOLOGIES: Bankr. Administrator Wants Ch. 7 Case Conversion EMPLOYBRIDGE HOLDING: S&P Affirms 'B-' CCR, Outlook Negative EMRISE CORP: To Make 2nd Liquidation Distribution to Stockholders ENERGY XXI: Debt Burden to Grow in Coming Years EXTREME PLASTICS: Schedules $87.9M in Assets, $69.9M in Debt FAIRMONT GENERAL: Trustee Gets Partial Win in Marion County Suit FANNIE MAE & FREDDIE MAC: FHFA Turns to JPMDL to Delay Lawsuits FANNIE MAE & FREDDIE MAC: New Shareholder Suits in Del. & Va. Cts. FELD LIMITED: Associated Bank Objects to Cash Collateral Use FMC TECHNOLOGIES: Egan-Jones Cuts Sr. Unsecured Rating to BB+ FOREST PARK FORT WORTH: $4M Loan From TBK Requires Sale by June FOREST PARK FORT WORTH: Can Access Cash Collateral Until March 24 FOREST PARK MEDICAL: Hires Spector & Johnson as Counsel FOREST PARK MEDICAL: Taps BlackBriar Advisors to Provide CRO FRANKLIN INTERNATIONAL: Case Summary & Unsecured Creditor FREEDOM ACADEMY: S&P Assigns 'BB' Rating on $6.1MM Revenue Bonds FREEDOM COMMUNICATIONS: Selects $45.5-Mil. Lead Offer GEORGE JOHNSON: Court Must Revisit Student Debt Dischargeability GLOBAL PAYMENTS: Moody's Assigns Ba2 CFR & Rates $4.8BB Debt Ba2 GORDIAN MEDICAL: Court Enters Final Decree Closing Chapter 11 GRAHAM GULF: Has Final Authority to Use Cash Collateral HARTFORD & SONS: Approval of Deal Isn't "Final" Order HASHFAST TECHNOLOGIES: Bitcoins Not Dollars in Bankr. Court HOLDER GROUP: Asks Court to Dismiss Chapter 11 Bankruptcy Case HORSEHEAD HOLDING: Employs Lazard as Investment Banker HORSEHEAD HOLDING: Taps Aird & Berlis as Canadian Counsel HORSEHEAD HOLDING: Taps Epiq Bankruptcy as Administrative Advisor HORSEHEAD HOLDING: Taps Pachulski Stang as Conflicts Counsel HRK HOLDINGS: Exclusive Plan Filing Period Extended to May 14 I.E.C. RENTALS: Amends Schedules of Assets and Debt INDIANA REGIONAL: Moody's Lowers Rating to Ba1; Outlook Negative INTERNATIONAL TECHNICAL: Wants June 16 as Plan Filing Deadline INTERPARK INVESTORS: Has Until June 13 to File Plan, Disclosures J. CREW: TPG Said to Write Down Stake by 84% at End of 2015 KALOBIOS PHARMA: Offered Financing to Aid Drug Purchase KEAHEY CARPENTER: Case Summary & 16 Largest Unsecured Creditors KIRWAN OFFICES: Involuntary Chapter 11 Case Summary KLX INC: Moody's Lowers CFR to B1, Outlook Stable L. SCOTT APPAREL: Court Enters Default Judgment vs. Huize Trading LB STEEL: Committee Objects to Validity of Lender's Liens LB STEEL: Has Court Authority to Sell Assets for $11.7-Mil. LEHR CONSTRUCTION: Plan Confirmed, Unsecureds to Get at Least 3% LINN ENERGY: Says Bankruptcy "Unavoidable" LINN ENERGY: Skips $60M Interest Payment, Has Going Concern Doubt LONG BEACH MEDICAL: May 4 Hearing on Allocation of Sale Proceeds MACCO PROPERTIES: Court Denies Bid to Dismiss "McGinnis" MACCO PROPERTIES: Court Recommends Denial of Transfer of "McGinnis" MADISON PAPER: 5th Mill to Shut Down in 2 Years MEDIASHIFT INC: Exclusive Plan Filing Period Extended to May 27 METROPOLITAN AUTOMOTIVE: Court Approves Sale of Assets MF GLOBAL: Underwriters Settle with Investors for $29.8-Mil. MOLYCORP INC: Plan Confirmation Hearing to Begin March 29 NEWFIELD EXPLORATION: Egan-Jones Cuts Sr. Unsecured Rating to B+ NOAH E. ESTRADA: Court OKs Bid to Borrow $1-Mil. NORANDA ALUMINUM: Sherwin Asks Court to Dismiss NBL's Ch. 11 Case NORFE GROUP: Schedules $17.3M in Assets, $31.4M in Debt NORTHERN BLIZZARD: S&P Affirms 'B' CCR, Outlook Stable OKLAHOMA: Bond Market Rescue for Budget Woes Entices Governor OUTER HARBOR: Has Final Authority to Obtain $9.5-Mil. DIP Loan OUTER HARBOR: To Pay $141K Monthly to Terex as Adequate Protection PARAGON OFFSHORE: Court Approves Joint Administration of Cases PARAGON OFFSHORE: Has Final Approval to Use Cash Collateral PAUL GREMILLION: Can Hire Anderson Firm as Counsel PEABODY ENERGY: Bonds, Shares Soar to Highest Levels in Weeks PETROLEUM PRODUCTS: U.S. Trustee Forms 5-Member Committee PETTERS COMPANY: Stay of Substantive Consolidation Order Sought PTAK PROPERTIES: Involuntary Chapter 11 Case Summary QUANTUM FUEL: Hires Advisers Following Debt Default RADIAN GROUP: S&P Raises ICR to 'BB-', Outlook Positive RCS CAPITAL: Schedules $1.40B in Assets, $912M in Debt RIVERSIDE PLAZA: Case Summary & 8 Unsecured Creditors SABINE OIL: Seeks to Extend Access to Cash Collateral SANCTUARY OF PRAISE: Case Summary & 10 Unsecured Creditors SCARBOROUGH & HARGETT: U.S. Trustee Unable to Appoint Committee SEPCO CORP: Schedules $60.7M in Assets, $619K in Debt SHASTA ENTERPRISES: Sale of Redbanks Greenbelt Property Okayed SUNDEVIL POWER: Court OK's May 4 Auction of Assets TIERRA DEL REY: Property Refinancing to Fund Full-Payment Plan TIERRA DEL REY: Secured Creditors Object to Revised Disclosures TIERRA DEL REY: Seeks July 1 Extension of Plan Filing Date TRANEN CAPITAL: Liquidation Proceedings Recognized in U.S. Courts TRINITY TOWN: Schedules $25.2M in Assets, $21.6M in Debt UNITED NATIONAL: March 24 Meeting Set to Form Creditors' Panel VALEANT PHARMA: Delay in Filing Audited Results Add to Discord VARIANT HOLDING: LFHC Discloses Zero Assets, $110M in Debt WESTECH CAPITAL: Case Summary & 7 Unsecured Creditors WESTERN DIGITAL: Fitch Assigns 'BB+' Issuer Default Rating WHITEWATER PLAZA: Case Summary & 10 Unsecured Creditors WINDSOR FINANCIAL: Gets Approval to Hire Lowenstein as Counsel WINDSTREAM SERVICES: S&P Rates Proposed $400MM Sr. Sec. Loan 'BB' WIRECO WORLDGROUP: Closing Most Operations in St. Joseph XENONICS HOLDINGS: Sec. 341 Meeting Set for April 12 YBRANT MEDIA: Declares Bankruptcy Over Lycos-Related Lawsuit YBRANT MEDIA: Voluntary Chapter 11 Case Summary ZLOOP INC: U.S. Trustee Objects to Plan, Disclosure Statement ********* ADVANCED MICRO: Fitch Cuts LT Issuer Default Rating to 'CCC' ------------------------------------------------------------ Fitch Ratings has downgraded and withdrawn the ratings for Advanced Micro Devices, Inc. (AMD) including the Long-term Issuer Default Rating (IDR) to 'CCC' from 'B-'. Fitch's actions affect about $2.2 billion of total funded debt. A rating Outlook is not assigned at the 'CCC' IDR level. Fitch has withdrawn AMD's ratings for commercial reasons. Fitch reserves the right in its sole discretion to withdraw or maintain any rating at any time for any reason it deems sufficient. KEY RATING DRIVERS The downgrade reflects prospects for negative free cash flow (FCF) over the intermediate term and the consequent liquidity issues and refinancing risk that could develop as the 2019 and 2020 debt maturities approach. Fitch's view is based on the execution risk involved in AMD's strategic plan, the success of which largely hinges on capturing share in the declining personal computer (PC) market, gaining scale in the highly competitive $15 billion data center market (where AMD currently operates a less than $300 million business), and accelerating growth in embedded and semi-custom products. Fitch believes that it will be difficult for AMD to generate positive FCF at its current scale, given the significant costs already taken out of the business. We estimate that AMD would need to increase revenue by at least $700 million from its fiscal 2015 level of about $4 billion to generate positive FCF and approach an EBITDA level that would support a viable capital structure at the company's current debt load (in the context of low- to mid-30% gross margins). Despite management's guidance for growth in fiscal 2016, Fitch's rating case assumes that AMD's revenue could decline again next year, as many of the company's growth catalysts (design wins in data center, ARM, IP monetization) are not expected to contribute meaningfully to revenue until at least 2017. Another year of declining revenue and negative FCF would place considerable pressure on AMD to achieve outsized growth in 2017 and 2018 in order to achieve EBITDA and FCF that would enable it to refinance the $1.05 billion of debt maturities coming due in 2019 and 2020 (excluding the $230 million currently drawn on the revolver) without a material reduction in existing debt terms. Fitch does not expect AMD to experience liquidity issues over the next 12-24 months based on cash on hand of $785 million as of Dec. 26, 2015, $320 million of net proceeds expected in first half 2016 (1H16) from the company's joint venture (JV) with Nantong Fujitsu Microelectronics (NF), and $87 million of availability under the company's asset-backed loan (ABL) credit facility. Fitch believes liquidity could become a concern beginning in 2018 if AMD is unable to offset legacy product declines with new design wins in its growth segments. Following the contribution of the company's assembly, test, mark and pack (ATMP) facilities to the JV with NF and numerous sale leasebacks of office and industrial buildings over the past several years, future asset monetization opportunities appear to be limited, other than plans to license IP, the financial impact of which has yet to be quantified. AMD's Recovery Ratings (RRs) reflect Fitch's belief that the company would be reorganized rather than liquidated in a bankruptcy scenario. To arrive at a reorganization value, Fitch assumes a 5x reorganization multiple and applies it to an estimate for post-restructuring operating EBITDA of $300 million. The recovery scenario reflects our belief that AMD would shed exposure to legacy PC markets within the context of reorganization and focus on higher-growth-client APUs, semi-custom servers, high-end graphics and gaming-related royalties. This results in an adjusted reorganization value of $1.35 billion after subtracting administrative claims, and exceeds a projected liquidation value of $803 million. Fitch estimates AMD's post-reorganization ABL would be fully drawn at reorganization, given still sizeable receivables, inventory and PP&E. The $500 million senior secured ABL would then recover 100%, resulting in an 'RR1' rating. Fitch estimates the approximately $2 billion of unsecured claims recover approximately 42%, resulting in an RR of 'RR4'. KEY ASSUMPTIONS Fitch's key assumptions within our rating case for the issuer include: -- Mid-single-digit revenue decline in fiscal 2016 as ongoing weakness in Computing and Graphics offsets momentum in Enterprise, Embedded and Semi-Customer (EESC); low- to mid- single-digit revenue growth beginning in 2017 based on stable Computing and Graphics and acceleration in EESC as design wins in data center and semi-custom begin to materialize; -- Gross margin approaching low 30% area; -- Operating expenses remain between $320 million - $340 million per quarter; -- FCF negative through 2018; -- Capex margin of 2% -- One-time cash inflow of $320 million in 2016 from JV with NF. RATING SENSITIVITIES Rating sensitivities are no longer relevant given today's rating withdrawal. LIQUIDITY Liquidity as of Dec. 26, 2015 was adequate, with cash and cash equivalents of $785 million, 90% of which is held in the U.S. AMD also has a $500 million senior secured RCF, under which $87 million was available at Dec. 26, 2015. Despite Fitch's expectations for negative FCF, Fitch does not expect AMD to experience liquidity issues over the next 12-24 months, based on cash on hand of $785 million, $320 million of net proceeds expected in 1H16 from the company's JV with NF and $87 million of availability under the company's ABL credit facility. AMD has $600 million of debt maturing in 2019 and $450 million in 2020 (excluding the drawn portion of its revolver due 2020). Fitch believes liquidity issues could develop as these debt maturities approach if the company does not experience a significant turnaround in operating performance. Total debt as of Dec. 26, 2015 was $2.2 billion and primarily consisted of: -- $230 million drawn on a $500 million senior secured RCF due April 2020; -- $600 million 6.725% senior unsecured notes due March 2019; -- $450 million 7.75% senior unsecured notes due August 2020; -- $475 million 7.5% senior unsecured notes due August 2022; -- $500 million 8.125% senior unsecured notes due July 2024. The following ratings have been downgraded and withdrawn: Advanced Micro Devices, Inc. -- Long-term Issuer Default Rating (IDR) to 'CCC' from 'B-'; -- Senior secured revolving credit facility to 'B'/'RR1' from 'BB-'/'RR1'; -- Senior unsecured notes to 'CCC'/'RR4' from 'B-'/'RR4'. AFFYMETRIX INC: Egan-Jones Hikes Sr. Unsecured Rating to BB ----------------------------------------------------------- Egan-Jones Ratings Company raised the senior unsecured rating for debt issued by Affymetrix Inc. to BB from BB- on March 2, 2016. Affymetrix Inc. develops and manufactures DNA chip technology. AMBAC FINANCIAL: Shareholder Begins Proxy Fight ----------------------------------------------- Michael J. de la Merced, writing for The New York Times' DealBook, reported that an activist shareholder in the Ambac Financial Group kicked off a board fight at the insurance firm on March 14, nominating three candidates for the company's board. According to the report, the investor, Canyon Capital Advisors, began its proxy fight after Ambac elevated its interim chief executive, Nader Tavakoli, to its permanent chief. Canyon, which says that it owns nearly 5 percent of the company's shares, argued that Ambac had suffered during Mr. Tavakoli's tenure, including a 42 percent drop in its stock price last year, the report related. Ambac's expenses rose under Mr. Tavakoli despite its projecting cost cuts during that same time, the report further related. In a statement on March 14, Canyon said that it was nominating Frederick Arnold, the chief financial officer of Convergex Group; John R. Brecker, a director of ACA Financial Guaranty; and Eugene I. Davis, chief executive of the Pirinate Consulting Group, the report added. About Ambac Financial Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose affiliates provided financial guarantees and financial services to clients in both the public and private sectors around the world. Ambac Financial filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-15973) in Manhattan on Nov. 8, 2010. Ambac's bond insurance unit, Ambac Assurance Corp., is being restructured by state regulators in Wisconsin. AAC is domiciled in Wisconsin and regulated by the Office of the Commissioner of Insurance of the State of Wisconsin. The parent company is not regulated by the OCI. Bank of New York Mellon Corp., as trustee to seven different types of notes, is listed as the largest unsecured creditor, with claims totaling about US$1.62 billion. The Blackstone Group LP is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. KPMG LLP is tax consultant to the Debtor. Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Lazard Freres & Co. LLC is the Committee's financial advisor. Bankruptcy Judge Shelley C. Chapman entered an order confirming the Fifth Amended Plan of Reorganization of Ambac Financial Group, Inc. on March 14, 2012. The Plan provides for the full payment of secured claims and 8.5% to 13.2% recovery for general unsecured claims. The second modified version of the confirmed Plan was declared effective on May 1, 2013, with Ambac obtaining bankruptcy court approval of a $100+ million claims settlement with the Internal Revenue Service. ANADARKO PETROLEUM: Moody's Assigns Ba1 Rating on Proposed Notes ---------------------------------------------------------------- Moody's Investors Service assigned Ba1 ratings to Anadarko Petroleum Corporation's proposed offering of senior notes. Proceeds from the new notes offering will be ultimately used to refinance $1.75 billion of senior notes that mature in September 2016. All existing ratings of Anadarko, including the Ba1 Corporate Family Rating (CFR), and the negative rating outlook are unchanged. "Anadarko is proactively refinancing its upcoming debt maturities with this senior notes offering, supporting its liquidity in this weak commodity price environment," commented Pete Speer, Moody's Senior Vice President. Assignments: Issuer: Anadarko Petroleum Corporation Senior Unsecured Regular Bond/Debentures, Assigned Ba1 (LGD 4) RATINGS RATIONALE The new senior notes have been rated Ba1, consistent with the ratings of Anadarko's existing senior notes and the senior notes of its guaranteed subsidiaries: Kerr-McGee Corporation (Kerr-McGee) and Union Pacific Resources Group Inc.'s (UPR). The new notes are unsecured and have no subsidiary guarantees, consistent with Anadarko's other senior notes and its committed revolving credit facility. The Kerr-McGee and UPR notes are guaranteed by Anadarko, but those subsidiaries do not guarantee Anadarko's debts. Consequently, the Anadarko senior notes and other debts are structurally subordinated to the senior notes at Kerr-McGee and UPR with respect to the specific assets held at those entities or their subsidiaries. Since the Anadarko notes are structurally subordinated to only a portion of the company's consolidated assets, Moody's has not notched down the notes and rated them consistent with the company's Ba1 CFR. Anadarko's Ba1 CFR reflects the company's substantially lower forecasted cash flow generation under Moody's commodity price estimates, high debt levels relative to cash flow and Moody's expectation of some production declines caused by reduced capital investment. These concerns are partially offset by the company's low operating and reserve replacement costs, allowing Anadarko to replace reserves at lower break-even commodity prices than many of its large E&P peers. The company benefits from a globally diversified property base that includes a mix of conventional and unconventional onshore and offshore resources, which provides a lower overall production decline rate and capital intensity than peers focused solely on unconventional onshore US properties. This notes offering will address a meaningful amount of Anadarko's large debt maturities in 2016 and 2017. The company has adequate liquidity, supported by its inventory of undeveloped discoveries and equity ownership in Western Gas Equity Partners (unrated) that provide saleable assets even in a more challenging industry environment. The negative outlook reflects Anadarko's very weak cash flow based credit metrics through 2017 and the execution risk on asset sales necessary to improve the financial leverage metrics and maintain adequate liquidity in this challenging industry environment. The rating could be downgraded if RCF/Debt does not improve towards 15% in 2017 or if the company does not maintain adequate liquidity in advance of its debt maturities. The rating could be upgraded if RCF/debt is sustained above 20% and the LFCR is greater than 1x. The principal methodology used in these ratings was Global Independent Exploration and Production Industry published in December 2011. Anadarko Petroleum Corporation is an independent exploration and production (E&P) company based in The Woodlands, Texas. ANESTHESIA HEALTHCARE: Chapter 11 Case Dismissed ------------------------------------------------ The U.S. Bankrptcy Court for the Northern District of Georgia has dismissed the Chapter 11 case of Anesthesia Healthcare Partners, Inc., et al. As reported by the Troubled Company Reporter, the U.S. Trustee for Region 21 requested that the Court dismiss the cases, or, in the alternative, converting the cases under Chapter 7 of the Bankruptcy Code. The U.S. Trustee pointed out that although the Chapter 11 cases have been pending for over eight months, the Debtors have not yet proposed a Chapter 11 plan, and upon information and belief, they place the ability to reorganize and do not presently intend to file a chapter 11 plan. Furthermore, according to the U.S. Trustee, there appears to be no possibility that unsecured creditors could benefit from further administration of the case, because SunTrust Bank asserts a blanket lien on the Debtors' assets as security for a claim that, upon information and belief, is substantially greater than the value of those assets. Failure or inability to propose a plan within a reasonable period of time constitutes cause for dismissal or conversion of a chapter 11 case under 11 U.S.C. Sec. 1112(b), the U.S. Trustee maintained. The U.S. Trustee also noted that the Debtors have filed no monthly operating reports accounting for their receipts, disbursements and other operating results since November 2014. The U.S. Trustee avers that the Debtors' failure to file such reports in a timely manner is violative of their statutory obligations under 11 U.S.C. Sec. 704(a)(2)& (8), made applicable to them as debtors in possession by 11 U.S.C. Sections 1106(a)(1) and 1107, and constitutes cause for dismissal or conversion of the cases under 11 U.S.C. Sec. 1112(b)(4)(F)&(H). About Anesthesia Healthcare Anesthesia Healthcare Partners, Inc. and its affiliates filed Chapter 11 petitions (Bankr. N.D. Ga. Case No. 14-59631) in Atlanta on May 15, 2014. The cases are assigned to Judge Wendy L. Hagenau. The Debtors tapped Theodore N. Stapleton, Esq., at Theodore N. Stapleton, P.C., in Atlanta, as counsel. The Debtors also engaged Carl Marks Advisory Group, Inc., to provide the services of F. Duffield Meyercord as Chief Restructuring Officer Sean Lynch of Suwannee, Georgia, the CEO of the company, owns 100% of the common stock. In its schedules, Anesthesia Healthcare listed $19,632,440 in total assets and $11,827,716 in total liabilities. ANGLO IRISH: Ex-Bank Chief Extradited from U.S. to Face Charges --------------------------------------------------------------- Dow Jones' Daily Bankruptcy Review, citing Agence France-Presse, reported that a former top bank chief returned to Ireland on Monday after being extradited from the United States to face 33 charges over a financial collapse that cost the Irish state EUR30 billion($33 billion). According to the report, David Drumm, the ex-chief executive of Anglo Irish Bank, appeared in court for the first time as he awaits possible trial on a series of allegations including false accounting and fraud dating back to 2008 and 2009. The Irish Times previously reported that Mr. Drumm had been due in court on Feb. 8, but bad weather forced the hearing's postponement. The hearing was rescheduled to begin at 8:00 p.m. Irish time Feb. 11. According to The Irish Times, the State is seeking his extradition to face 33 charges arising from transactions carried out during his time at Anglo, which he led in the period before its collapse in 2009. About Anglo Irish Anglo Irish Bank was an Irish bank headquartered in Dublin from 1964 to 2011. It went into wind-down mode after nationalization in 2009. In July 2011, Anglo Irish merged with the Irish Nationwide Building Society, with the new company being named the Irish Bank Resolution Corporation (IBRC). Standard & Poor's Ratings Services lowered its long- and short- term counterparty credit ratings on Irish Bank Resolution Corp. Ltd. (IBRC) to 'D/D' from 'B-/C'. S&P also lowered the senior unsecured ratings to 'D' from 'B-'. S&P then withdrew the counterparty credit ratings, the senior unsecured ratings, and the preferred stock ratings on IBRC. At the same time, S&P affirmed its 'BBB+' issue rating on three government-guaranteed debt issues. The rating actions follow the Feb. 6, 2013, announcement that the Irish government has liquidated IBRC. The former Irish bank sought protection from creditors under Chapter 15 of the U.S. Bankruptcy Code on Aug. 26, 2013 (Bankr. D. Del., Case No. 13-12159). The former bank's Foreign Representatives are Kieran Wallace and Eamonn Richardson. Its U.S. bankruptcy counsel are Mark D. Collins, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. ARCHDIOCESE OF ST. PAUL: Wants More Parties to Review Abuse Claims ------------------------------------------------------------------ The Archdiocese of Saint Paul and Minneapolis and the Official Committee of Unsecured Creditors (the "UCC") filed a stipulated motion for an order designating additional parties as permitted parties authorized to review sexual abuse proof of claim forms. The Court will hold a hearing on the motion on March 24, 2016 at 10:00 a.m. The parties seek an order from the U.S. Bankruptcy Court for the District of Minnesota designating representatives authorized to make settlement determination and attorneys and insurance companies (and their attorneys) for non-debtor Catholic entities that are (1) not already covered by a previous order designating "permitted parties" in the case, and (2) implicated in a sexual abuse proof of claim as "permitted parties" within the meaning of this Court's April 17, 2015 order regarding the confidential handling and viewing of Sexual Abuse Proof of Claim forms (the "Filing Deadline Order"). Such entities include certain Catholic high schools that are not Parishes. Disclosure of claim information specific to the representatives and attorneys for these entities is important in order to facilitate these entities' participation in upcoming confidential mediation sessions on March 22 and 23, 2016 and April 6, 7, and 8, 2016 and other settlement discussions in the context of the global resolution of sexual abuse claims. On April 1, 2015, the Archdiocese moved the Court to set a deadline for filing proofs of claim and for an order regarding the confidential handling and viewing of Sexual Abuse Proof of Claim forms. Permitted parties include: (a) counsel for the Archdiocese; (b) officers and employers of the Archdiocese who are necessary to assist the Archdiocese and its counsel address issues with respect to Sexual Abuse Claims; (c) counsel for the committee of unsecured creditors; (d) insurance companies or their successors, including any authorized claim administrators of such insurance companies, that issued or allegedly issued polices to the Archdiocese and their reinsurers and attorneys; (e) any future claims representative appointed by the court in this case; (f) any mediator, special arbitrator or claims reviewer appointed by the court, including Judge Arthur Boylan, to review and resolve the Sexual Abuse Claims; (g) any trustee appointed to administer payments to Sexual Abuse Claimants; (h) authorized representatives of a department of corrections with respect to a Sexual Abuse Claim by a Sexual Abuse Claimant who is incarcerated but only to the extent such disclosure is authorized under applicable non-bankruptcy law; (i) members of the committee of unsecured creditors and their personal counsel; (j) law enforcement in the city or county where the Sexual Abuse Claim arose; (k) auditors of the United States Conference of Catholic Bishops charged with preparing annual audits of Archdiocesan compliance with the Charter for the Protection of Children and Young People; and (l) such other persons as the court determines should have the information in order to evaluate Sexual Abuse Claims only upon a motion by the Archdiocese or the committee of unsecured creditors. Only permitted parties who have signed an agreed-upon confidentiality agreement are authorized to review confidential Sexual Abuse Proof of Claim forms. The order states that the Court may approve additional "permitted parties" upon motion. The Court has previously expanded the list of who may be a permitted party in accordance with this order -- i.e, for Parish Committee counsel and counsel for insurers, for parish officials who needed access to the alleged claims against their parish in order to adequately perform their fiduciary duties to the entities they serve in connection with the resolution of the claims, for representatives of religious orders implicated in the mediation and claims process and their counsel, and for specific members of the Archdiocese finance council and board of directors. In addition to certain other persons who already qualify as permitted parties, to facilitate mediation of the case, representatives and attorneys for certain non-debtor Catholic entities implicated in sexual abuse proofs of claim have been asked to participate in mediation sessions and other settlement discussions related to the sexual abuse claims. Such sessions are likely to include discussion of information contained in Sexual Abuse Proof of Claim forms. Counsel for the UCC have agreed to add these individuals as permitted parties to allow them to participate in the mediation process and view sexual abuse proof of claim forms after signing the previously agreed-upon confidentiality agreement. The parties request entry of an order granting relief and ordering that with respect to non-debtor Catholic entities that are (1) not already covered by a previous order designating "permitted parties" in this case and (2) implicated in a sexual abuse proof of claim, the following persons are designated as "permitted parties" pursuant to paragraph 8 of the court's April 17, 2015 order and are authorized to review confidential Sexual Abuse Proof of Claim forms upon execution of the agreed-upon confidentiality agreement: (a) Counsel for the non-debtor Catholic entity implicated in a sexual abuse proof of claim, (b) Designated representatives of the non-debtor Catholic entity implicated in a sexual abuse proof of claim authorized to make settlement determinations on the non-debtor Catholic entity's behalf, (c) Insurance companies or their successors, including any authorized claim administrators of such insurance companies, that issued or allegedly issued policies to the non-debtor Catholic entity and their reinsurers and attorneys. Attorneys for The Archdiocese of Saint Paul and Minneapolis: BRIGGS AND MORGAN, P.A. Richard D. Anderson Benjamin E. Gurstelle 2200 IDS Center 80 South 8th Street Minneapolis, MN 55402 Telephone: (612) 977-8400 Facsimile: (612) 977-8650 E-mail: randerson@briggs.com bgurstelle@briggs.com Attorneys for the Official Committee of Unsecured Creditors: STINSON LEONARD STREET LLP Edwin H. Caldie Robert T. Kugler Edwin H. Caldie 150 South Fifth Street, Suite 2300 Minneapolis, MN 55402 Telephone: (612) 335-1500 Facsimile: (612) 335-1657 About the Archdiocese of Saint Paul and Minneapolis The Archdiocese of Saint Paul and Minneapolis was originally established by the Vatican in 1850 and serves a geographical area consisting of 12 greater Twin Cities metro-area counties in Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chicago, Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright counties. There are 187 parishes and approximately 825,000 Catholic individuals in the region. These individuals and parishes are served by 3999 priests and 173 deacons. The Archdiocese of St. Paul and Minneapolis filed for Chapter 11 protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan. 16, 2015, saying it has large and growing liabilities related to child sexual abuse and that its pension obligations are underfunded. The Debtor disclosed $45,203,010 in assets and $15,890,460 in liabilities as of the Chapter 11 filing. The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11 counsel; BGA Management LLC d/b/a Alliance Management as financial advisor; Lindquist & Vennum LLP as attorney. Eleven other dioceses have commenced Chapter 11 bankruptcy cases in the United States to settle claims from current and former parishioners who say they were sexually molested by priests. U.S. Trustee for Region 12 appointed five creditors to serve on the official committee of unsecured creditors. The U.S. Trustee appointed five creditors to serve on the Committee of Parish Creditors. Ginny Dwyer appointed as the acting chairperson of the committee until such time as the members can meet and officially elect their own person. ARCHROCK PARTNERS: Moody's Lowers CFR to B1, Outlook Negative ------------------------------------------------------------- Moody's Investors Service downgraded Archrock Partners, L.P.'s Corporate Family Rating to B1 from Ba3, Probability of Default Rating to B1-PD from Ba3-PD and senior unsecured notes rating to B3 from B1. The Speculative Grade Liquidity Rating remains SGL-3. The rating outlook is negative. This action resolves the review for downgrade that was initiated on Jan. 21, 2016. "The downgrade reflects declining cash flow and weakening leverage resulting from lower fleet utilization and pricing pressure for natural gas compression units," said Terry Marshall, Moody's Senior Vice President. "Archrock Partners' distribution coverage could fall below 1x this year, resulting in debt-funded distributions." Downgrades: Issuer: Archrock Partners. Probability of Default Rating, Downgraded to B1-PD from Ba3-PD Corporate Family Rating, Downgraded to B1 from Ba3 Senior Unsecured Regular Bond/Debenture, Downgraded to B3(LGD5) from B1(LGD5) Outlook Actions: Issuer: Archrock Partners. Outlook, Changed To Negative From Rating Under Review RATINGS RATIONALE Archrock Partners' B1 CFR reflects expected high leverage resulting from the softness in utilization of natural gas compressors and pricing pressure. The current downturn in oil & gas prices has resulted in E&P companies requesting price concessions from their service providers, and in some cases shutting in production. Moody's estimate of Archrock Partners' 2016 EBITDA will be about 10% lower than 2015, causing leverage to be around 5.1x in 2016 and 5.7x in 2017. Moody's expects the company will generate negative free cash flow of about $80 million in 2016 mainly due to its distribution pay-outs of approximately $160 million. Archrock Partners' distribution coverage could fall below 1x in the second half of 2016 unless the company chooses to cut the distribution. The rating is supported by its leading market position in the US natural gas contract compression business and cash flow that is tied to production rather than drilling activity, which makes Archrock Partners more stable than other oil field service providers. Archrock Partners' SGL-3 liquidity rating reflects adequate liquidity through the first quarter of 2017. As of Dec. 31, 2015, Archrock Partners had roughly no cash and $320 million available under its $900 million secured revolving credit facility, due May 2018. Moody's expects roughly $100 million of negative free cash flow through the fifteen months to March 31, 2017. Compliance under the senior debt leverage covenant (less than 4x) and the EBITDA to interest coverage (above 2.75x) is expected to be comfortable, but the total debt to EBITDA leverage covenant (less than 5.25x) will be very tight. Alternative sources of liquidity are limited principally to the sale of Archrock Partners' existing compressor units, which are largely encumbered. In accordance with Moody's Loss Given Default (LGD) Methodology, the senior unsecured notes are rated B3, two notches below the CFR, reflecting the priority ranking of the $900 million senior secured revolving credit facility and the $150 million senior secured term loan in the capital structure. The negative outlook reflects Moody's expectation that EBITDA will weaken in 2016 and 2017 increasing leverage towards 6x and distribution coverage below 1x. The rating could be downgraded if leverage increases above 6x, the distribution coverage is sustained below 1x or liquidity deteriorates. The rating could be upgraded if leverage approaches 4.5x with distribution coverage sustainably above 1.2x. Archrock Partners is the largest natural gas contract compression services company in the US with a fleet of approximately 6,500 compressor units and 3.3 million available horsepower as of Dec. 31, 2015. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in December 2014. ASP BLADE: Moody's Assigns B1 CFR, Outlook Stable ------------------------------------------------- Moody's Investors Service assigned a B1 Corporate Family Rating and B2-PD Probability of Default Rating to ASP Blade Merger Sub, Inc. (dba Blount International, Inc.). Moody's also assigned a B1 rating to the company's proposed $550 million Senior Secured First Lien Credit Facilities that are comprised of a $75 million revolving credit facility due 2021 and $475 million term loan due 2023. The rating outlook is stable. The proceeds from the proposed $475 million term loan along with $484 million of sponsor equity will be used to acquire Blount by American Securities and P2 Capital at about 8.9x multiple (based on Moody's adjusted EBITDA). At the close of the transaction, ASP Blade Merger Sub, Inc. will be merged into Blount International, Inc. which will then become the borrower and all of the ratings will be moved to Blount International, Inc. These ratings were assigned (all ratings are subject to Moody's review of final documentation): Corporate Family Rating, assigned B1; Probability of Default Rating, assigned B2-PD; $75 million Senior Secured Revolving Credit Facility due 2021, assigned B1 (LGD3); $475 million Senior Secured Term Loan due 2023, assigned B1 (LGD3); Rating outlook, assigned stable. RATINGS RATIONALE The B1 Corporate Family Rating is supported by Blount's consistent free cash flow generation, recurring nature of its revenues, dominant global market share along with strong brand recognition, wide array of products, attractive end markets, and long operating history (founded in 1946). Globally, Blount manufactures and sells over half of all saw chains and principally competes with only one other manufacturer. Many of Blount's products such as saw chains must be replaced multiple times in a year when used by professionals, leading to recurring revenue streams. Furthermore, the B1 Corporate Family Rating considers the significant equity contribution of $484 million or approximately 50% of the total transaction value by the private equity firms to finance the buyout of Blount. Therefore, Blount is well capitalized for the rating category with pro forma debt to capitalization (unadjusted) of around 50%. At the same time, the rating is constrained by the company's relatively high pro forma debt leverage of 5.1x for the B1 rating category. However, Blount is expected to apply its free cash flow toward debt repayment and deleverage below 4.5x within the next 12-18 months which will place the company comfortably within its rating category. The rating is also constrained by the company's exposure to volatile end markets, such as the agriculture industry in the United States that is currently experiencing a downcycle. The stable rating outlook reflects Moody's view that the company's credit metrics will continue to improve over the next 12-18 months. Positive rating action could be considered if the company's adjusted debt to EBITDA declines below 4x on a sustained basis and its adjusted EBITA coverage of interest increases above 3.5x on a sustained basis while it maintains strong free cash flow generation and good liquidity profile. Negative rating action could be considered if the company is unable to reduce its debt leverage following the buyout, specifically, if debt to EBITDA rises above 5.5x. In addition, dividend distributions and other shareholder friendly activities, deterioration in the company's liquidity profile, market share loss, and debt financed acquisitions could place negative pressure on the ratings. The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. Blount International, Inc. is headquartered in Portland, Oregon and is a manufacturer of equipment and replacement parts for the forestry and agriculture industries. Revenues and net income for 2015 were $829 million and $50 million, respectively. ASPECT SOFTWARE: March 18 Meeting Set to Form Creditors' Panel -------------------------------------------------------------- Andy Vara, United States Trustee of Region 3, will hold an organizational meeting on March 18, 2016, at 10:00 a.m. in the bankruptcy case of Aspect Software Parent, Inc., et al. The meeting will be held at: J. Caleb Boggs Federal Building 844 King St., Room 2112 Wilmington, DE 19801 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. AVIS BUDGET: S&P Assigns 'B+' Rating on $300MM Sr. Notes -------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' issue-level rating and '5' recovery rating to Parsippany, N.J.-based car and truck renter Avis Budget Group Inc.'s $300 million senior notes due 2024. The '5' recovery rating indicates S&P's expectation that lenders would receive modest recovery (10%-30%; upper half of the range) of their principal in the event of a payment default. Avis Budget Car Rental LLC and Avis Budget Finance Inc. are issuing the notes. Both entities are indirect subsidiaries of Avis Budget and will use the proceeds from this issuance to redeem the company's senior notes due 2017. S&P's ratings on Avis Budget reflect the company's position as one of the largest global car rental companies and the price-competitive and cyclical nature of on-airport car rentals. S&P's ratings also incorporate the relatively stable cash flow that the company's car rental business generates -- even during periods of earnings weakness--and its substantial capital spending requirements, which it has the ability to reduce if industry or economic conditions warrant. S&P assess the company's business risk profile as fair and its financial risk profile as aggressive. The stable outlook on Avis Budget reflects S&P's expectation that the company's credit metrics will remain relatively consistent through 2016, with an EBITDA interest coverage metric in the mid-to-high 5x area, a funds from operations (FFO)-to-debt ratio in the low-20% area, and a debt-to-EBITDA metric of around 4x. S&P could raise its ratings on Avis Budget over the next year if the company's operating performance exceeds our expectations, based on better than expected demand and pricing, causing its EBITDA interest coverage metric to exceed 6x while its FFO-to-debt ratio remains above 20% over a sustained period. S&P believes that a downgrade is unlikely over the next year; however, S&P could lower its ratings on Avis Budget if industry conditions weaken, causing the company's EBITDA interest coverage metric to fall to below 4.5x on a sustained basis. RATINGS LIST Avis Budget Group Inc. Corporate Credit Rating BB-/Stable/-- New Ratings Avis Budget Car Rental LLC Avis Budget Finance Inc. $300 Million Senior Notes Due 2024 B+ Recovery Rating 5H AXION INTERNATIONAL: Community Bank Wins Stay Relief ---------------------------------------------------- The Community Bank in February won an order providing that the automatic stay imposed by 11 U.S.C. Sec. 362 in Axion International, Inc., et al.'s cases is vacated with respect to Community Bank. Community Bank is entitled to exercise any and all rights it may have under the Notes and Security Agreements including, inter alia, initiating foreclosure proceedings and/or taking possession of the equipment. The Community Bank filed a motion asking the Court to allow it to enforce its rights against collateral, or, in the alternative, to compel adequate protection payments. The Bank complained that the Debtors continue to use the assets and equipment that serve as collateral to the debt owed to Community Bank in their normal operations. The Bank says the Debtors have not made any payments to it since Oct. 14, 2015. The Debtors' debt now exceeds $4,471,137, according to the bank. The Bank is represented by: CROSS & SIMON, LLC Christopher P. Simon, Esq. Kevin S. Mann, Esq. 1105 N. Market St., Suite 901 Wilmington, DE 19801 Tel: (302) 777-4200 Fax: (302) 777-4224 E-mail: csimon@crosslaw.com kmann@crosslaw.com About Axion Axion International, Inc., Axion International Holdings, Inc., and Axion Recycled Plastics Incorporated manufacture, market and sell structural products and building materials, with an emphasis on railroad ties and construction mats. Using patented technology and proprietary know-how, they transform post-consumer and post-industrial recycled plastics, such as high-density polyethylene and glass-filled polypropylene, into products that are ideal replacements for similar products made from traditional materials such as wood, steel or concrete. Their manufacturing facilities (both of which are leased) are located in Zanesville, Ohio and Waco, Texas. Axion International, Inc., Axion International Holdings, Inc. and Axion Recycled Plastics Incorporated filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12415) on Dec. 2, 2015. The petition was signed by Donald W. Fallon as chief financial officer and treasurer. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. Bayard, P.A. represents and Debtors as counsel. Epiq Bankruptcy Solutions, LLC serves as the Debtors' claims and noticing agent. Judge Christopher S. Sontchi has been assigned the case. An official committee of unsecured creditors has been appointed in the case. The Law Offices of Sandra Mayerson and Morris James LLP's Eric J. Monzo, Esq. represent the Committee. The Debtors are seeking to sell their assets at an auction in March 2016. Washington Amigos, Plastic Ties and Allen Kronstadt, a former director, have offered to acquire certain of the assets. They are represented by Pillsbury Winthrop Shaw Pittman LLP's Patrick Potter, Esq.; and Stein Sperling Bennett De Jong Driscoll PC's Don Sperling, Esq. Gordian Group, LLC, is assisting the Debtors with respect to the sale. AXION INTERNATIONAL: Court Approves Joint Administration of Cases ----------------------------------------------------------------- The Hon. Christopher R. Sontchi of the U.S. Bankruptcy Court for the District of Delaware authorized the joint administration of that Chapter 11 cases of Axion International, Inc., et al., for procedural purposes only. Cases will be jointly administered under Axion International, Inc., Case No. 15-12415. As reported by the Troubled Company Reporter on Dec. 7, 2015, Axion International, Inc., Axion International Holdings, Inc., and Axion Recycled Plastics Incorporated asked the Bankruptcy Court to authorize the joint administration of their cases. The Debtors anticipate that numerous filings and additional matters, including notices, applications, motions, orders, hearings and other proceedings will affect several, if not all, of them. "Joint administration of the Debtors' estates will avoid repetitive, duplicative and potentially confusing filings by permitting counsel for all parties-in-interest to (i) use a single caption on the numerous documents that will be filed and served in the Debtors' reorganization cases, and (ii) file many documents in only one of the Debtors' reorganization cases rather than in multiple cases; provided, however, that all schedules of assets and liabilities, statements of financial affairs, and proofs of claims will be captioned and filed in each of the Debtors' respective, separate cases, as appropriate," says Justin R. Alberto, Esq., at Bayard, P.A., attorney for the Debtors. According to Mr. Alberto, supervision of the administrative aspects of the Chapter 11 cases by the Office of the U.S. Trustee and the Court will be simplified by joint administration. Bankruptcy Rule 1015(b) states that: "[i]f a joint petition or two or more petitions are pending in the same court by or against ... a debtor and an affiliate, the court may order a joint administration of the estates" of such debtor and affiliates. About Axion Axion International, Inc., Axion International Holdings, Inc. and Axion Recycled Plastics Incorporated filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12415) on Dec. 2, 2015. The petition was signed by Donald W. Fallon as chief financial officer and treasurer. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. Bayard, P.A. represents and Debtors as counsel. Epiq Bankruptcy Solutions, LLC serves as the Debtors' claims and noticing agent. Judge Christopher S. Sontchi has been assigned the case. The Debtors manufacture, market and sell structural products and building materials, with an emphasis on railroad ties and construction mats. As of the Petition Date, the Debtors employ approximately 70 employees. The Official Committee of Unsecured Creditors is represented by Eric J. Monzo, Esq., at Morris James LLP and Sandra E. Mayerson, Esquire., at the Law Offices of Sandra Mayerson. EisnerAmper LLP serves as its financial advisor. AXION INTERNATIONAL: UCC Challenge Period Extended to May 11 ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Axion International, Inc., et al., obtained entry of an order extending until May 11, 2016, at 5:00 p.m., its deadline to challenge the liens of the secured lenders. On Feb. 26, 2016, the Committee won approval of its motion for an order granting leave, standing and authority to commence, prosecute, settle and recover certain causes of action on behalf of the Debtors' estates. The Feb. 26 order gave the Committee until March 4 to assert its lien challenge by filing an adversary complaint. By agreement between the Committee, the Debtors, Kronstadt and the DIP Lenders, the parties agree that the challenge period will be extended until two business days after the effective date of a proposed plan of liquidation. The proposed effective date of the Debtors' plan is May 9, 2016. About Axion Axion International, Inc., et al., manufacture, market and sell structural products and building materials, with an emphasis on railroad ties and construction mats. As of Dec. 2, 2015, Axion had 70 employees. Axion International Holdings, Inc., is a publicly-traded company (AXIH), organized under Colorado law, with executive offices located in Zanesville, Ohio. As of the Petition Date, Holdings had 54,121,611 shares of common stock, par value $0.016 per share, traded on the OTCC Bulletin Board. Axion International, Inc., Axion International Holdings, Inc. and Axion Recycled Plastics Incorporated filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-12415) on Dec. 2, 2015. The petitions were signed by Donald W. Fallon, the CFO and treasurer. Judge Christopher S. Sontchi has been assigned to the cases. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. The Debtors tapped Bayard, P.A., as counsel. Greenberg Traurig LLP serves as special counsel. Epiq Bankruptcy Solutions, LLC serves as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors is represented by Eric J. Monzo, Esq., at Morris James LLP and Sandra E. Mayerson, Esquire., at the Law Offices of Sandra Mayerson. BASIC ENERGY: Egan-Jones Cuts Sr. Unsecured Rating to B+ -------------------------------------------------------- Egan-Jones Rating Company downgraded the rating on commercial paper issued by Basic Energy Services, Inc. to D from C on March 1, 2016. Basic Energy Services, Inc. provides well site services to oil and gas drilling and producing companies. The Company operates well maintenance, workover, and fluid handling service through a fleet of well servicing rigs and fluid service trucks and equipment. BATE LAND & TIMBER: Opposes BLC Bid to Stay Plan Approval Order --------------------------------------------------------------- Debtor Bate Land & Timber, LLC asks the Bankruptcy Court to throw out the door Bate Land Company, L.P.'s request for a stay of the Order Confirming Plan issued by the Court on Feb. 3, 2016, saying that BLC fails to meet not just one, but all four factors required to obtain a stay pending appeal. Postpetition, the U.S. Bankruptcy Court for the Eastern District of North Carolina has entered a series of Orders regarding the Plan of Reorganization, as proposed, modified and amended. BLC has appealed a "majority" of these orders, including the Confirmation Order that it now seeks to stay pending the Appeal. BLC has noted its appeal of the Confirmation Order to the U.S. District Court for the Eastern District of North Carolina Southern District, which has been consolidated with BLC's appeal of five other orders of this Court by Order entered by the Honorable Terrence W. Boyle on Feb. 18, 2016 (Case No. 7:16-CV-23-BO) (the "Appeal"). In addition to its appeal of the Confirmation Order, BLC appealed Orders of the Court entered on Jan. 15, 2015, Aug. 25, 2015, Nov. 25, 2015, Jan. 5, 2016, and Jan. 21, 2016. After hearing extensive evidence and arguments in this case involving purchase money financing of properties (with its unique treatment under North Carolina law) by a seller -- BLC -- that had historically owned and managed the properties, this court determined values of certain of the properties and confirmed Debtor's plan. BLC has not satisfied the standard for obtaining a stay pending appeal as required by applicable law, including recent cases such as Real Truth About Obama, Inc. v. Fed. Election Comm'n, 575 F.3d 342, 346–47 (4th Cir. 2009), vacated on other grounds, 130 S. Ct. 2371 (2010) and adhered to in part sub nom. According to the Debtor, the standard for determining whether to grant a stay pending appeal in a bankruptcy case is similar to the standard for determining whether to issue a preliminary injunction: (1) likelihood of success on the merits of its appeal; (2) likelihood the moving party will suffer irreparable harm if a stay is not granted; (3) the balance of equities tips in the moving party's favor; and (4) a stay is in the public interest. As was contemplated by the Plan, proceeds from the sale of timber will be used to meet the Debtor's obligations for Plan payments, and 50% of the timber sale proceeds will be paid to BLC pursuant to the Plan. "The Debtor has already been effectively shut out of an improving real estate development market for over two-and-a half years since the filing of its bankruptcy petition, largely due to foot-dragging and over-lawyering on BLC's behalf. Further delays to participation in this real estate market would be crippling," the Debtor argues. "In addition, an immediate and major source of funding for the Debtor and its plan is from the harvest and sale of timber. Current timber prices, due to extremely wet conditions, are significantly more than even the high pricing the Debtor has negotiated in the past. Each day closer to spring and drier weather will cause prices to drop, as loggers will be able to harvest on tracts they currently cannot. The Debtor cannot afford to miss this opportunity during what promises to be a lengthy appeals process. If the Debtor were to fail to honor its timber contracts, the Debtor's reputation in the marketplace would be damaged among the other parties involved with the contracts, who, in turn, will have suffered the expense of site visits, contract negotiations, arrangements with loggers and truckers, mobilization of heavy equipment, potential unemployment and opportunity costs. BLC is also entitled to receive fifty percent of timber sale proceeds towards payment of the remaining balance of its claim, and proceeds from timber harvests are needed to make payments to Bate's other creditors." "To grant the stay and prohibit the Debtor from cutting and selling timber would actually decrease the future value of the Debtor's property and BLC's collateral. As was explained to the Court by timber consultants for both sides, trees of a certain age that are densely populated cause an unhealthy competition for light, water, and minerals, which drastically stunts tree growth and maturity, resulting in a significant loss of income that would be derived not only immediately from a thinning, but from the harvesting of mature trees at a future point in time. A thinning removes the smaller and lower quality trees, opening up the stand and providing space for the residual trees to mature. As the trees grow larger, the total volume of wood increases, but, more importantly, the value increases significantly. The smaller, low-value trees mature into higher value forest products such as saw timber and veneer. In sum, when balancing the equities, the Debtor's inability to cut timber weighs as a negative for the Debtor, BLC and all of the Debtor's creditors." Attorneys for Bate Land & Timber: George Mason Oliver THE LAW OFFICES OF OLIVER & CHEEK, PLLC P.O. Box 1548 New Bern, NC 28563 Tel: (252) 633-1930 Fax: (252) 633-1950 E-mail: george@olivercheek.com The Confirmed Plan BLC is a secured creditor of the Debtor pursuant to purchase money financing that requires unique treatment under North Carolina law. On August 30, 2013, the Debtor filed its Plan of reorganization, which was subsequently amended. The Debtor has proposed to satisfy all or a portion of BLC's claim through the surrender of certain properties -- including but not limited to two properties, the Broad Creek Tract and the Bay River/Smith Creek Tract -- thereby requiring the Bankruptcy Court to determine the fair market value of the property proposed for surrender. BLC objected to the proposed treatment of its claim under the Plan. The ballot cast by BLC constituted the only rejecting ballot to the Plan. After seven months of careful review and consideration of all of the evidence, Judge Humrickhouse issued on Jan. 15, 2015 an order finding that (1) the applicable burden of proof for determinations concerning the requirements of 11 U.S.C. Sec. 1129 is a preponderance of the evidence; (2) if the Debtor chose to satisfy Appellant's claim solely through dirt for debt, the feasibility requirement of 11 U.S.C. Sec. 1129(a)(11) was clearly satisfied; (3) the Debtor's Plan was proposed in good faith as required by 11 U.S.C. Sec. 1129(a)(3) and satisfied the impaired accepting class requirement of 11 U.S.C. Sec. 1129(a)(10); (4) the conservative present value of the Broad Creek tract was $3,143,000; and (5) the conservative present value of the Bay River/Smith Creek Tract was $5,700,000. The Bankruptcy Court entered an order confirming the Plan on Feb. 3, 2016. The Debtor has already conveyed certain of its properties -- including but not limited to two the Broad Creek Tract and the Bay River/Smith Creek Tract -- to BLC by deeds recorded on Feb. 4, 2016, and the stamped deeds were hand-delivered to BLC’s counsel on Feb. 4 and 5, 2016. The issues presented by BLC in its appeal are as follows: 1. Whether the Bankruptcy Court erred in concluding that Appellee's Plan was proposed in good faith and, therefore, satisfied the requirements of 11 U.S.C. Sections 1129(a)(3). 2. Whether the Bankruptcy Court erred in concluding that Appellee's Plan was accepted by at least one accepting impaired class under 11 U.S.C. Sec. 1129(a)(10). 3. Whether the Bankruptcy Court's findings, with respect to the highest and best use for, and values of, the "Broad Creek Tract" and the "Smith Creek Tract," were clearly erroneous. 4. Whether the Bankruptcy Court erred, in application of the burden of proof, on the issue of indubitable equivalence under 11 U.S.C. Sec. 1129(b)(2)(A)(iii). About Bate Land & Timber Willotte, North Carolina-based Bate Land & Timber, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 13-04665) on July 25, 2013. Judge Stephani W. Humrickhouse oversees the Chapter 11 case. The Debtor, in amended schedules, disclosed $53,477,624 in assets and $74,162,211 liabilities as of the Chapter 11 filing. The petition was signed by Brad Cheers, manager. The Bankruptcy Administrator for the Eastern District of North Carolina was unable to organize and recommend the appointment of a committee of creditors holding unsecured claims against the Debtor. BEAUTIFUL VIEW REALTY: Court Lifts Stay for Meilitz, BNY Mellon --------------------------------------------------------------- Secured creditor Meilitz, Inc., and NYCTL 1998-2 Trust and the Bank of New York Mellon, as Collateral Agent and Custodian for the NYCTL 1998-2 Trust, filed separate motions seeking relief from the automatic stay imposed in the bankruptcy case of Beautiful View Realty, Inc. Meilitz filed a proof of claim in the amount of $1,649,195 followed by an amended proof of claim the same day that included additional documentation. The basis for the claim is four separate notes and mortgages that encumber the Properties. The Bank is the holder of several tax liens from the City of New York for unpaid real estate taxes on 1211 Nostrand. The Bank filed four proofs of claim for the tax liens. The Bank's predecessor-in-interest commenced a foreclosure proceeding in New York State Supreme Court against 1211 Nostrand on account of one of the tax liens dated June 26, 2008. The court entered a judgment in favor of the Bank on March 20, 2013. The Debtor filed a voluntary petition under Chapter 11 of the Bankruptcy Code on the same day, staying the foreclosure sale. The total of the Bank's claims as of the Petition Date is $133,671.93. Meilitz argues that the Debtor has not made any post-petition payments on account of its secured claim, and that the Debtor has used Meilitz's cash collateral without authorization. The Bank argues that the timing of the bankruptcy filings, right before scheduled foreclosure sales, shows bad faith. It also argues that there is a lack of adequate protection as the property value is declining due to continued unpaid taxes and accumulating interest on the Bank's claim. In addition, the Bank argues that there is a lack of equity due to the other secured claims on 1211 Nostrand. In a Decision dated February 29, 2016, which is available at http://is.gd/817dlnfrom Leagle.com, Chief Judge Carla E. Craig of the United States Bankruptcy Court for the Eastern District of New York granted the Motions. According to Judge Craig, the Debtor has failed to take any steps to effectuate a reorganization. The Debtor has not proposed a plan of reorganization nor given the Court any indication that it could propose a confirmable plan, Judge Craig noted. The Debtor's exclusive period to file a plan expired on September 28, 2015. The monthly operating reports field by the Debtor consistently show rent collections that are well below the stated rent roll. Arrears on each rental unit have been increasing almost every month. The Court found that the Debtor lacks any prospect of a successful reorganization at this time. The case is In re: Beautiful View Realty, Inc., Chapter 11, Debtor(s), Case No. 15-41682-cec (E.D.N.Y.). Nnenna Okike Onua, Esq. -- McKinley Onua & Associates, PLLC, Brooklyn, New York, Counsel for the Debtor. Jeremy Sussman, Esq. -- Law Office of Daniel H. Richland, PLLC, New York, New York, Counsel for secured creditor Meilitz, Inc. Rachel B. Drucker, Esq. -- rdrucker@windelsmarx.com -- Windels Marx Lane & Mittendorf, LLP, New York, New York, Counsel for secured creditor the NYCTL 1998-2 Trust and the Bank of New York Mellon as Collateral Agent and Custodian for the NYCTL 1998-2 Trust. BENJAMIN ASHMORE: Bankruptcy Didn't Deprive Tax Ct. of Jurisdiction ------------------------------------------------------------------- Erin McManus, writing for Bloomberg Brief, reported that a taxpayer's bankruptcy filing didn't deprive the U.S. Tax Court of jurisdiction over the taxpayer's liability and an accuracy-related penalty. According to the report, Judge Thomas B. Wells ruled March 2 that the Tax Court had jurisdiction over Benjamin J. Ashmore's 2009 tax liability, because the deficiency wasn't adjudicated in the bankruptcy court and a general discharge by the bankruptcy court wasn't a judgment on the merits of Ashmore's 2009 tax issue and didn't confirm that any 2009 tax liability was discharged. According to the report, Judge Wells sustained the accuracy-related penalty against Ashmore, because Ashmore's unpredictable annual income combined with his experience and education should have put Ashmore on notice that he couldn't rely on Forms W-2 to determine his tax liability. The report noted that Ashmore had a master's degree in business administration and a position as a senior policy analyst for the Department of Housing and Urban Development in which he would regularly encounter numbers, formulas and details. Wells said with this experience and education, Ashmore couldn't claim he made a good faith effort to determine his tax liability. The report related that Ashmore said that he failed to report $20,567 of his 2009 wage income of $117,464 due to a missing Form W-2, contentious divorce proceedings, a move from New York to New Jersey and fluctuations in his annual income. Judge Wells wasn't sympathetic, saying the variations in Ashmore's earnings were sufficient that Ashmore should have compared earnings "reported on the Forms W-2 with bank records, paycheck stubs, or paycheck histories, all of which were available to him, to ensure that amounts reported on those Forms W-2 matched the actual amounts that he had received," the report further related. BERNARD L. MADOFF: Victims' Claims for Repayment Total $17.5-Bil. ----------------------------------------------------------------- Erik Larson, writing for Bloomberg Brief, reported that Bernie Madoff's Ponzi scheme, which collapsed in 2008, wiped out $20 billion of investors' money, but victims' claims for repayment total just $17.5 billion. According to the report, almost half of the unclaimed $2.5 billion can be traced to a couple of Caribbean-based hedge funds, which did not file claims as any recovery on their $1.2 billion of claims would be tiny compared with what they might be forced to give back if they got tangled up in U.S. courts, according to lawyers familiar with the recovery process. As for the remaining $1.3 billion in unclaimed money, experts are left to ponder, the report related. Unlike the two funds, these are likely individual investors who had a variety of reasons to shy away from the claims process, especially at a time when victims were expecting to recover only 4 or 5 cents on the dollar, legal experts say, the report further related. Some of these people may be kicking themselves now; victims are getting 57 cents on the dollar, the report noted. "We can't speculate on the motivations for any customer deciding not to attempt to recover lost principal via the claims process," Amanda Remus, spokeswoman for Picard and his team of lawyers at BakerHostetler LLP in Manhattan, told Bloomberg. 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 December 2015, the SIPA Trustee has recovered more than $10.91 billion and has distributed approximately $9.16 billion, including $833 million in committed advances from the Securities Investor Protection Corporation (SIPC). BRIAR'S CREEK: Court Enters Final Decree Closing Chapter 11 Case ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of South Carolina has entered a final decree closing the Chapter 11 case of Creek Golf, LLC d/b/a The Golf Club at Briar's Creek. On Aug. 28, 2015, William Harrison Penn of McCarthy Law Firm, LLC, on behalf of the Debtor submitted, with the motion, a report of substantial consummation. As reported by the Troubled Company Reporter on April 15, 2015, the Debtor on April 6 won approval of the disclosure statement explaining its Chapter 11 plan which was filed on Feb. 27, 2015, subject to an addendum filed March 31, 2015. The Addendum provides, among other things: -- The purchased assets under the APA include the declarant and developer rights in the Debtor's real property. -- Purchaser has prepared its New Club Transition Plan and New Club Membership Plan. These new club documents can be reviewed upon written request to Debtor's counsel at bmccarthy@mccarthy-lawfirm.com or dreynolds@mccarthy-lawfirm.com. -- Condemnation proceeds, if any, received after entry of the final order approving sale will be paid to the successful purchaser at such sale and/or the Property Owner's Association ("POA") at Briar's Creek on terms and in amounts which are jointly acceptable to them. -- While the fair market value of the Debtorâ€™s real property will ultimately be determined through a sale, the Debtor believes that the proposed sale price of $11,300,000 represents fair market value for the property. -- At this time the Debtor does not believe any Chapter 5 causes of action have any value. Any funds remaining with the Debtor after will be distributed to Creditors pursuant to the terms of the Plan. -- April 24, 2015 is established as the last day for a non-government creditor to file claims against the Debtor in this case. Aug. 10, 2015 will remain the deadline for filing of claims by government entities. A copy of the Addendum is available for free at: http://bankrupt.com/misc/Briars_Creek_DS_Addendum.pdf The Sale-Based Plan The Debtor intends to exit bankruptcy through a sale of its assets and distribution of sale proceeds to creditors. The Debtor has filed a motion for entry of an order approving the terms of a sale of substantially all of the assets to Briar's Creek Holdings, LLC, a Delaware limited liability company, or its assigns as purchaser pursuant to 11 U.S.C. Sec. 363 for a purchase price of $11,300,000. The purchase price consists of $7,400,000 in cash and assumption of the approximately $3,890,732 secured debt owed to Edward L. Myrick, Sr., plus assumption of the post-closing liabilities under the Debtor's executory contracts and a post-closing commitment to infuse $2,000,000 into a new operating reserve. The proposed sale is subject to higher or otherwise better offers. The Debtor owns a private golf club on Johns Island, South Carolina, with approximately 198 active members and 77 resigned members, and is engaged in the business of operating its private golf club and developing its real property. The Debtor's assets consist primarily of real estate, specifically including an 18-hole golf course, practice facilities, a clubhouse, dining and country club facilities, golf maintenance and storage buildings, eight developed lots, unimproved land for development. About Briar's Creek Briar's Creek Golf, LLC, sought Chapter 11 protection (Bankr. D. S.C. Case No. 15-00712) in Charleston, South Carolina, on Feb. 9, 2015. The Debtor owns The Golf Club at Briar's Creek, in Johns Island, South Carolina. The Debtor disclosed that the property's value is unknown and the property secures $6.74 million of debt. Secured creditors Edward L. Myrick Sr. and South Coast Community Bank are owed $3.89 million and $2.85 million. The Debtor is pursuing a sale of substantially all of its assets to Briar's Creek Holdings, LLC, for a purchase price of $11.3 million, which consists of $7.4 million in cash and assumption of the $3.9 million secured debt owed to Edward L. Myrick, Sr., plus assumption of the post-closing liabilities under the Debtor's executory contracts. The Hon. John E. Waites presides over the bankruptcy case. The Debtor is represented by G. William McCarthy, Jr., Esq., Daniel J. Reynolds, Jr., Esq., and W. Harrison Penn, Esq., at McCarthy Law Firm, LLC, in Columbia, South Carolina. The Debtor also filed an application to appoint Ouzts Ouzts & Company as accountants, and Dixon Hughes to file tax returns and do other related accounting functions. The Debtor tapped Keen Summit as its business broker to assist in the marketing and sale of assets. BUFFETS LLC: $4M Alamo Financing Has Interim Approval ----------------------------------------------------- Judge Craig A. Gargotta on March 10, 2016, issued an interim order authorizing Buffets, LLC, et al., to obtain debtor-in-possession financing from Alamo CRG, LLC, and use cash collateral. A final hearing on the Debtors' motion is scheduled for March 24, 2016, at 1:00 p.m. (Central Time). Alamo CRG, LLC, which is also the proposed purchaser of the new equity to be issued under the Debtors' proposed plan, has agreed to provide $2,000,000 in financing. Subsequent advances up to an additional $2,000,000 may be made at the Lender's discretion. Interest on the Loan will accrue at a rate of 7% per annum and, upon default, 10% per annum, and will be paid on the first day of each month. The Debtors' obligations under the DIP Note will be payable on demand of the DIP Lender, or upon the Maturity Date, which will be 180 days after the Petition Date, unless extended in writing by the DIP Lender. A copy of the Interim DIP Order is available for free at: http://bankrupt.com/misc/Buffets_LLC_103_Int_DIP_Ord.pdf About Buffets LLC Buffets LLC, et al., are one of the largest operators of buffet-style restaurants in the U.S. The buffet restaurants, located in 25 states, principally operate under the names Old Country Buffet(R), Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire Mountain(R). These locations primarily offer self-service buffets with entrees, sides, and desserts for an all-inclusive price. In addition, Buffets owns and operates an 10-unit full service, casual dining chain under the name Tahoe Joe's Famous Steakhouse(R). Buffets Holdings, Inc., filed for Chapter 11 relief in January 2008 and won confirmation of a reorganization plan in April 2009. In January 2012, Buffets again sought Chapter 11 protection and emerged from bankruptcy in July 2012. In Aug. 19, 2015, Alamo Ovation, LLC acquired Buffets Restaurants Holdings, Inc., and as a result of the merger, Buffets operated over 300 restaurants in 35 states. Down to 150 restaurants in 25 states after closing unprofitable locations, Buffets LLC and its affiliated entities sought Chapter 11 protection (Bankr. W.D. Tex. Case No. Lead Case No. 16-50557) in San Antonio, Texas, on March 7, 2016. The cases are assigned to Judge Ronald B. King. The Debtors have tapped Akerman, LLP as counsel, Bridgepoint Consulting, LLC as financial advisor and Donlin, Recano & Company as claims and noticing agent. BUFFETS LLC: Court Approves Joint Administration of Cases --------------------------------------------------------- Buffets, LLC, et al., obtained from the Bankruptcy Court to direct the joint administration of their Chapter 11 cases for procedural purposes. Buffets, LLC, Hometown Buffet, Inc., OCB Restaurant Company, LLC, OCB Purchasing, Co., Ryan's Restaurant Group, LLC, Fire Mountain Restaurants, LLC and Tahoe Joe's, Inc. are to be jointly administered under Case No. 16-50557-rbk. Judge Ronald B. King will preside over these jointly administered cases. About Buffets LLC Buffets LLC, et al., are one of the largest operators of buffet-style restaurants in the U.S. The buffet restaurants, located in 25 states, principally operate under the names Old Country Buffet(R), Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire Mountain(R). These locations primarily offer self-service buffets with entrees, sides, and desserts for an all-inclusive price. In addition, Buffets owns and operates an 10-unit full service, casual dining chain under the name Tahoe Joe's Famous Steakhouse(R). Buffets Holdings, Inc., filed for Chapter 11 relief in January 2008 and won confirmation of a reorganization plan in April 2009. In January 2012, Buffets again sought Chapter 11 protection and emerged from bankruptcy in July 2012. In Aug. 19, 2015, Alamo Ovation, LLC acquired Buffets Restaurants Holdings, Inc., and as a result of the merger, Buffets operated over 300 restaurants in 35 states. Down to 150 restaurants in 25 states after closing unprofitable locations, Buffets LLC and its affiliated entities sought Chapter 11 protection (Bankr. W.D. Tex. Case No. Lead Case No. 16-50557) in San Antonio, Texas, on March 7, 2016. The cases are assigned to Judge Ronald B. King. The Debtors have tapped Akerman, LLP as counsel, Bridgepoint Consulting, LLC as financial advisor and Donlin, Recano & Company as claims and noticing agent. BUFFETS LLC: Transfers Tahoe Joe's Employees to Non-Debtor ---------------------------------------------------------- Buffets LLC, et al., received approval from the Bankruptcy Court to transfer the employees of debtor Tahoe Joe's, Inc., to non-debtor affiliate FMP Ovation-Payroll LLC. FMP-Ovation, a privately held company, employs personnel to perform a broad spectrum of services for debtors Buffets, LLC, Hometown Buffet, Inc., OCB Purchasing Company, LLC, OCB Purchasing, Co., Ryan's Restaurant Group, LLC, and Fire Mountain Restaurants, LLC. In the period prior to the Petition Date, there were approximately 15,325 salaried and hourly FMP-Ovation employees working at the restaurants, with the exception of Tahoe Joe's. Tahoe Joe's has its own employees. In the months leading up to the Chapter 11 filing, the Debtors were in advanced discussions with third parties regarding a potential sale of Tahoe Joe's. To keep Tahoe Joe's "separate" and thus ease a sale of the enterprise to a third party, the Debtors did not migrate Tahoe Joe's employees to FMP Ovation. Unfortunately, no sale was able to be consummated prior to the Petition Date. On March 9, the Debtors received authorization from the Bankruptcy Court to move Tahoe Joe's employees to FMP Ovation. The Debtors explained in their motion that Tahoe Joe's employs its workforce and uses a payroll processor, ADP, to pay payroll. Having duplicative employers and payroll processors is wasteful for the estates and denies Tahoe Joe's the efficiencies that come with consolidation of employees at FMP Ovation. Moving Tahoe Joe's employees over to FMP Ovation will eliminate the high cost burden of the ADP payroll processing fees and allow Buffets to reject the ADP contract. The Tahoe Joe's payroll will be efficiently managed and processed by FMP Ovation at a much lower cost. About Buffets LLC Buffets LLC, et al., are one of the largest operators of buffet-style restaurants in the U.S. The buffet restaurants, located in 25 states, principally operate under the names Old Country Buffet(R), Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire Mountain(R). These locations primarily offer self-service buffets with entrees, sides, and desserts for an all-inclusive price. In addition, Buffets owns and operates an 10-unit full service, casual dining chain under the name Tahoe Joe's Famous Steakhouse(R). Buffets Holdings, Inc., filed for Chapter 11 relief in January 2008 and won confirmation of a reorganization plan in April 2009. In January 2012, Buffets again sought Chapter 11 protection and emerged from bankruptcy in July 2012. On Aug. 19, 2015, Alamo Ovation, LLC acquired Buffets Restaurants Holdings, Inc., and as a result of the merger, Buffets operated over 300 restaurants in 35 states. Down to 150 restaurants in 25 states after closing unprofitable locations, Buffets LLC and its affiliated entities sought Chapter 11 protection (Bankr. W.D. Tex. Case No. Lead Case No. 16-50557) in San Antonio, Texas, on March 7, 2016. The cases are assigned to Judge Ronald B. King. The Debtors have tapped Akerman, LLP as counsel, Bridgepoint Consulting, LLC as financial advisor and Donlin, Recano & Company as claims and noticing agent. CANADIAN SOLAR: 2015 Results Support Ba2 CFR, Moody's Says ---------------------------------------------------------- Moody's Investors Service says that Canadian Solar Inc.'s 2015 results are in line with Moody's expectations and support its Ba2 corporate family rating and stable outlook. "CSI's strong growth in solar module shipments in 2015 reflected reasonably supportive market conditions and the company's leading position in this business," says Wan Hee Yoo, a Moody's Vice President and Senior Analyst. In addition, CSI's revenue rose 17% year-on-year to $3.5 billion in 2015 from $3.0 billion in 2014, as the company recorded 4.4 gigawatts (GW) of external solar module shipments, up by more than 50% from 2.8 GW in 2014, but partially offset by the decline in average selling prices (ASP). As for its solar power projects, the company had 398 MW of plants in operation at end-2015 and a late-stage project pipeline totaling 2.0 GW. Moody's expects the long-term fundamentals of the industry to remain reasonably favorable, and that CSI will continue to benefit from strong growth in module shipments, supported by the global drive for clean energy and the five-year extension of the US investment tax credit. "We expect CSI's financial leverage to improve over the next 1-2 years after the weakening in 2015," adds Yoo. CSI has shifted the business strategy for its solar power projects to a build-to-hold model from its previous build-to-sell model. As a result, Moody's estimates adjusted debt/EBITDA rose to about 6.5x-6.7x in 2015 from 3.0x in 2014, which is broadly in line with our expectations. The rise was driven by the sizable debt incurred to fund its large scale solar power projects as well as the loss of earnings from its previous sales of solar power projects. CSI originally planned to launch a yieldco in late 2015 or early 2016, based on its contracted solar power assets in developed countries, but its ability or willingness to raise proceeds through the launch of the yieldco is uncertain considering the current unfavorable yieldco market conditions. However, Moody's notes that management is committed to maintaining a financial profile consistent with the current rating level. In particular, should the launch of the yieldco prove to be unviable, we expect CSI to return to the build-to-sell model -- which would not be difficult -- to reduce financial leverage. CSI estimates that the resale value of the solar power plants it owns and operates in the OECD market will total approximately $2.5 billion by end-2016, with a gross profit contribution of approximately $355 million. Consequently, Moody's expect financial leverage will likely improve to about 5.5x over the next 1-2 years through either the launch of the yieldco or the sale of its project assets, as well as the higher earnings contributions from increased solar module shipments and solar power plants. CSI's liquidity is moderate, given its large capital expenditures and sizable short-term debt. However, this weakness is mitigated by its good access to project-based secured financing and its strong business profile. The principal methodology used in this rating was Global Manufacturing Companies published in July 2014. Headquartered in Ontario, Canadian Solar Inc. is a leading vertically integrated provider of solar power products and system solutions and operations, with operations mainly in the US, Canada, Japan and China. It was incorporated in 2001 and listed on NASDAQ in 2006. CANAL ASPHALT: Auction for Asphalt Plant Moved to April 18 ---------------------------------------------------------- The auction for Canal Asphalt, Inc.'s asphalt plant will now be held on April 18, 2016, at 2:00 p.m., instead of April 21, 2016. As reported by the Troubled Company Reporter on March 10, 2016, the Debtor wants to auction its asphalt plant at 800 Canal Street, in Mount Vernon, New York. PCI Industries Corp. has made an offer to acquire for the total price of $13.3 million, while Peckham Industries, Inc., is offering to acquire the Plant for a cash payment of $11.0 million. Bloomberg.com says the stalking-horse bidder will be entitled to the break-up fee of up to 3% of the purchase price and expense reimbursement of up to $0.05 million. Gary M. Kushner, Esq., a partner at Goetz Fitzpatrick LLP, the counsel for the Debtor, said in a declaration filed with the Bankruptcy Court on Jan. 8, 2016, that Peckham refused to consent to a reasonable carve-out to pay the professional fees of the Debtor's proposed auction advisor, SSG Capital Advisors, LLC. Peckham originally committed to the carve-out but ultimately reneged by it belatedly making a counter-proposal that was far from what the parties had originally discussed and agreed to in principle. Mr. Kushner stated, "Because the Debtor lacks the liquidity and assets to assure SSG that it will be paid, SSG has understandably declined to begin work unless the Debtor's secured creditors consent to a carve-out for SSG's fees. Peckham's refusal to grant a reasonable carve-out means that the Debtor cannot presently retain SSG . . . . Without the ability to retain or pay SSG, the Debtor has now resorted to an alternative method of maximizing the value of the estate's assets by agreeing to transfer ownership of the Canal Plant to an entity that has agreed to fund a Chapter 11 plan. In this way, the services of SSG will not be required, so Peckham's latest attempt to undermine the marketing process and/or the disposition of assets at fair value will be thwarted." The Debtor, according to Mr. Kushner, then sought on Jan. 8, 2016, to vacate the sale procedures order dated Dec. 8, 2015, in light of the firm offer from PCI. Petrillo Contracting, Inc., objected on Jan. 21, 2016, the termination of the auction, saying that there should be an open and fair opportunity provided for other parties in interest to bid. In an objection filed with the Bankruptcy Court on Jan. 22, 2016, Peckham said that the Debtor sought to scuttle the auction process and substitute in its place an illusory and highly problematic plan of reorganization that channels substantial and impermissible benefits to existing equity. "The Court should not permit the Debtor to derail the auction process in order to steer a sale to its preferred purchaser and benefit an insider. Given the obvious bias demonstrated by the Debtor and its counsel, the Court should strongly consider appointing an examiner to make a report and recommendation to the Court as to the highest and best bid at the auction," Peckham stated. Mr. Kushner said in a filing dated Jan. 22, 2016, that PCI's and Peckham's offers to entities or persons other than the Debtor are identical, but PCI is viewed as the better offer because unsecured creditors will receive $2.3 million more than Peckham's offer. If Peckham is not satisfied with the prospect that it will be paid in full on the loans that it acquired, then it should match or better PCI's offer, Mr. Kushner added. On Feb. 9, 2016, the Bankruptcy Court entered an amended order -- a copy of which, along with the auction and sale procedures, is available for free at http://is.gd/7bf9zi-- authorizing the auction process and approving the bid procedures for the sale of the Plant. Any potential bidder who wishes to participate in the auction must submit a bid by April 14, 2016, at 10:00 a.m. (Eastern Time). The Bankruptcy Court will also hold on March 29, 2016, at 10:00 a.m., a hearing to consider the adequacy of the disclosure statement. The TCR also reported on March 10 that on March 1, 2016, the Debtor filed a plan of liquidation and accompanying disclosure statement in the Bankruptcy Court. Bloomberg.com says the Plan proposes to pay these claims in full, in cash: -- Administrative Claims, -- US Trustee Fees, -- Priority Non-Tax Unsecured Claims of $0.16 million, -- Priority Tax Claims of $0.07 million, -- Allowed Secured Mortgage Claims of Signature Bank of $5.24 million, -- Allowed Secured Mortgage Claim of C.L. of $1.1 million, -- Allowed Secured Mortgage Claim of New Flow of $0.5 million, -- Allowed Secured Claim of Putnam of $0.1 million, -- Other Secured Claims, and -- Allowed General Unsecured Claims of $4.82 million Petrillo is represented by: Forchelli, Curto, Deegan, Schwartz, Mineo & Terrana, LLP Brian J. Hufnagel, Esq. The Omni 333 Earle Ovington Boulevard Suite 1010 Uniondale, New York 11553 Tel. (516) 248-1700 Fax (516) 248-1729 About Canal Asphalt Canal Asphalt Inc. filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-23094) on July 31, 2015. The petition was signed by August Nigro III as president. The Debtor disclosed total assets of $20.3 million and total liabilities of $23 million. Goetz Fitzpatrick LLP serves as the Debtor's counsel. CohnReznick LLP serves as financial advisor. SSG Capital Advisors, LLC, serves as its exclusive investment banker, with respect to the sale of its asphalt plant at 800 Canal Street, in Mount Vernon, New York. Hon. Robert D. Drain presides over the case. CARDIAC SCIENCE: Court OKs Deadline to File Lease Rejection Claims ------------------------------------------------------------------ A bankruptcy court approved the deadline proposed by CS Estate Inc., formerly known as Cardiac Science Corp., for filing proofs of claim resulting from the rejection of an unexpired lease or executory contract. The order, issued by the U.S. Bankruptcy Court for the Western District of Wisconsin, gives any claimant who is counterparty to the unexpired lease or executory contract 30 days after receiving a notice of rejection to file a proof of claim. About Cardiac Science Headquartered in Waukesha, Wisconsin, Cardiac Science Corporation develops, manufactures and sells a variety of advanced diagnostic and therapeutic cardiology devices and systems, including automated external efibrillators, hospital defibrillators and related products and consumables. Cardiac Science filed Chapter 11 bankruptcy petition (Bankr. W.D. Wis. Case No. 15-13766) on Oct. 20, 2015. The petition was signed by Michael Kang as chief restructuring officer. Judge Robert D. Martin presides over the case. The Debtor disclosed total assets of $45,335,596 plus an undetermined amount and $104,715,678 plus an undetermined amount as of the Chapter 11 filing. Celestica Electronics (M) SDN BHD is the Debtor's largest unsecured creditor holding a claim of $2.5 million. CFS 915 LLC is the largest creditor of the Debtor, and its $87 million prepetition loan is secured by substantially all of the Debtor's assets. CFS has agreed to provide $10 million in postpetition financing for the Debtor. The Debtor has engaged Whyte Hirschboeck Dudek S.C. as bankruptcy counsel, Livingstone Partners LLC as investment banker and Garden City Group, LLC as notice and claims agent. In October 2015, the Office of the U.S. Trustee appointed seven creditors to the official committee of unsecured creditors. The committee is represented by Freeborn & Peters LLP. * * * The Debtor on Jan. 8, 2016 won approval from the Bankruptcy Court to sell substantially all of its assets to CFS 915 LLC. The sale closed on Jan. 25. As required by the parties Asset Purchase Agreement, the Debtor changed its name from "Cardiac Science Corporation" to "CS Estate, Inc." The Debtor filed a corresponding motion to amend the case caption to reflect the name change. CHICAGO BOARD: S&P Maintains GO Bonds' 'B+' Rating on Watch Neg. ---------------------------------------------------------------- Standard & Poor's Ratings Services maintained on CreditWatch with negative implications its 'B+' long-term rating and underlying rating (SPUR) on Chicago Board of Education's general obligation (GO) bonds. S&P kept the rating on CreditWatch with negative implications after lowering it to 'B+' on Jan. 15. Since that rating action, S&P believes the board has continued to exhibit signs of severe liquidity pressure, faced further challenges from the governor's threatened state takeover, and experienced deterioration in its ability to tap the market for long-term debt at an acceptable price. The CreditWatch listing reflects our view that there is at least a one-in-two likelihood of a rating change within the next four months. "We believe that the board continues to be under severe liquidity pressure, and that its liquidity position continues to make the district particularly vulnerable to any unexpected variances," said Standard & Poor's credit analyst Jennifer Boyd. CLEAN HARBORS: Moody's Affirms Ba2 CFR, Outlook Stable ------------------------------------------------------ Moody's Investors Service affirmed the ratings of Clean Harbors, Inc. including the Ba2 Corporate Family Rating, the Ba2-PD Probability of Default Rating and the Ba2 rating on the senior notes. This rating action follows the announcement that the company will issue a $200 million add-on to its existing 5.125% senior notes due June 2021 with proceeds used to fund potential acquisitions and for general corporate purposes. Additionally, the Speculative Grade Liquidity rating was maintained at SGL-2. The rating outlook is stable. The affirmation reflects Moody's expectation that Clean Harbors will continue to expand margins and generate free cash flow in excess of $100 million despite lingering headwinds from the energy sector. The company has a proven track record of effectively integrating various-sized acquisitions and maintains a fairly conservative balance sheet that should provide the financial flexibility to not only manage through the current downcycle but to capitalize on acquiring assets at reasonable multiples. Furthermore, the $200 million of incremental debt doesn't materially weaken credit metrics. Moody's took these rating actions on Clean Harbors, Inc.: -- Corporate Family Rating affirmed at Ba2 -- Probability of Default Rating affirmed at Ba2-PD -- Senior notes affirmed at Ba2 (LGD4) -- $200 million of add-on senior notes assigned at Ba2 (LGD4) -- Outlook is stable -- The Speculative Grade Liquidity rating was maintained at SGL-2 RATINGS RATIONALE Clean Harbors' Ba2 CFR rating reflects Moody's expectation for the company to maintain its leading position across a number of the North American hazardous and non-hazardous waste end markets. The rating benefits from the company's unique collection of high-value assets that generate a fairly stable recurring revenue stream in several of its operating segments - Technical Services, SK Environmental Services and to a lesser degree Industrial and Field Services - and the formidable barriers to entry that it enjoys in these specialty sectors of the waste industry. Accordingly, Moody's anticipates margins (operating margin of 7% at year-end 2015) to improve and free cash flow generation (averaged $100 million annually over the past five years) to be commensurate with the 2015 level over the next 12-18 months driven by heightened focus on return on invested capital, significant cost-reduction initiatives and more normalized capital expenditures beginning in 2017. In addition, returns should modestly benefit from the full impact of the charge-for-oil and stop-pay programs the company implemented in the second half of 2015. The rating is constrained by the company's sizable exposure to the energy markets. From the sharp drop in drilling activity, to delayed and/or cancelled projects, deferred maintenance work, low base-oil pricing and customers' reduced capital expenditure budgets, negative sentiment originating in the energy sector has extended into other sectors of the industrial market. Highlighting this exposure is the fall-off in performance of the Oil and Gas Field Services and Lodging Services segments. As recently as 2013 the segments combined to generate nearly $150 million of EBITDA - in 2015, they generated only $16 million, a 90% decline. The company announced a planned carve-out of these segments in early 2015, however, energy sector conditions have severely limited Clean Harbors' options for monetizing these businesses and therefore represent a sizable drag to overall results. The stable outlook reflects Moody's expectation for revenues to remain challenged over the next twelve months yet for the company's ongoing cost-reduction initiatives to buoy margin growth and maintain steady free cash flow generation. Moody's does not expect higher-margin emergency response revenues to repeat in 2016 at a similar level as in 2015, but notes that incremental revenues above the normal run-rate of around $650 million would provide additional operating flexibility to help the company manage through the current energy sector downturn. The outlook also anticipates that the add-on proceeds will be used for value-enhancing activities as opposed to share repurchases. Some level of stabilization in the energy sector (i.e. customers returning to more normal spending practices) such that asset utilization rates substantially increase and landfill tonnage trends meaningfully back towards levels consistent with pre-2015 amounts could lead to an upgrade. Continued margin improvement (operating margin nearing 10%), free cash flow-to-debt approaching 15% or debt-to-EBITDA approximating 3x for an extended period of time could also result in positive rating momentum. Reduced reliance on the energy sector would also be viewed favorably. In contrast, further erosion in base business revenues and earnings and the inability of lean initiatives to offset much of the decline could result in negative rating actions. Additionally, deterioration of the liquidity profile, overly aggressive shareholder-friendly initiatives or additional debt-financed acquisitions may lead to a downgrade. On a metrics basis, free cash flow-to-debt falling to the mid-single digits or debt-to-EBITDA exceeding 4x would create downward rating pressure. Clean Harbors, Inc. provides environmental, energy and industrial services throughout North America with services ranging from the collection, packaging, transportation, recycling, treatment and disposal of hazardous and non-hazardous waste; emergency spill response; cleaning/remediation activities and oil re-refining. The company reported revenues of $3.3 billion for its year-ended Dec. 31, 2015. The principal methodology used in these ratings was Environmental Services and Waste Management Companies published in June 2014. CLEAN HARBORS: S&P Affirms 'BB+' CCR, Outlook Stable ---------------------------------------------------- Standard & Poor's Ratings Services said that it has affirmed its 'BB+' corporate credit rating on Massachusetts-based Clean Harbors Inc. The outlook is stable. At the same time, S&P affirmed its 'BB+' issue-level ratings on the company's senior unsecured debt. The '3' recovery rating on the debt remains unchanged, indicating S&P's expectation for meaningful (50-70%; upper half of the range) recovery in the event of a default. "We are affirming our ratings on Clean Harbors Inc. in light of its proposed $200 million add-on to its existing 5.125% senior unsecured notes due June 2021," said Standard & Poor's credit analyst Daniel Lee. "We expect that the add-on will have a modest impact on the company's credit measures." The company's pro forma debt capital structure will consist of a $400 million revolving credit facility, $800 million of 5.25% senior unsecured notes due 2020, and $800 million of 5.125% senior unsecured notes due 2021 ($795 million outstanding). The stable outlook on Clean Harbors Inc. reflects S&P's view that, despite the weakness in its oil re-refining, oil and gas field services, and lodging segments, the company's operating performance will be sufficient for S&P's current ratings based on our expectation for steady growth in its technical services and industrial and field services units. High incinerator and landfill utilization will help support Clean Harbor's operating results and should offset the tepid activity in its energy end markets. S&P expects that the potential divestiture of the company's oil and gas field services and lodging segments will have limited impact on our assessment of its business risk profile. S&P do not anticipate any significant debt reduction, though it expects management to adhere to prudent financial policies. S&P could lower its ratings on Clean Harbors if lower waste volumes and capacity utilization in the company's technical services division or continued weakness in its oil re-refining and recycling business causes its EBITDA margins to decline by about 200 basis points on a sustained basis. This would likely cause the company's FFO-to-total debt ratio to fall below 20%. Though unlikely, S&P could raise its ratings on Clean Harbors if increased waste volumes and capacity utilization in the company's technical services divisions or accretive acquisitions cause its revenue to increase modestly and its EBITDA margins improve by 400 basis points on a sustained basis. This would likely cause the company's FFO-to-debt ratio to exceed 30%. CLOUD PEAK: Moody's Lowers CFR to B3, Outlook Negative ------------------------------------------------------ Moody's Investors Service downgraded the Corporate Family Rating of Cloud Peak Energy Resources LLC to B3 from B1. At the same time, Moody's downgraded the Probability of Default Rating (PDR) to B3-PD from B1-PD, and the ratings on senior unsecured notes to Caa1 from B3. Moody's also lowered the Speculative Grade Liquidity Rating to SGL-3 from SGL-2. This concludes the review initiated on January 21, 2016, when Moody's placed all ratings on review for downgrade, reflecting an effort to recalibrate ratings in the mining sector given perceived fundamental shift in the operating environment. The outlook is negative. Downgrades: Issuer: Cloud Peak Energy Resources LLC Probability of Default Rating, Downgraded to B3-PD from B1-PD Corporate Family Rating, Downgraded to B3 from B1 Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1(LGD5) from B3(LGD5) Ratings Lowered: Speculative Grade Liquidity Rating, Lowered to SGL-3 from SGL-2 Outlook Actions: Issuer: Cloud Peak Energy Resources LLC Outlook, Changed To Negative From Rating Under Review RATINGS RATIONALE The B3 Corporate Family Rating (CFR) reflects continued deterioration of the coal industry, with long-term demand for Powder River Basin coal challenged by low natural gas prices and regulatory pressures. Cloud Peak's B3 CFR is supported by its significant production platform in the PRB, efficient surface mining operations, solid customer base, good contracted position and low employee healthcare liabilities. However, the rating is constrained by the concentration of Cloud Peak's assets in one coal basin and the resultant exposure to price, transportation, production disruptions, and regulatory risks. The ratings are supported by the company's conservative balance sheet, solid cash and liquidity position, no near-term maturities and ability to scale operations and capital requirements to maintain break even free cash flows over the next eighteen months. Cloud Peak's SGL-3 speculative grade liquidity rating reflects adequate liquidity. As of Dec. 31, 2015, the company had about $89 million in cash and a fully available $500 million revolving credit facility that matures in 2019. They also have about $30.3 million available under their Accounts Receivable Securitization facility. The revolving credit facility contains several financial covenants, requiring the company to maintain a minimum level of interest coverage and providing limits on the company's leverage ratio. Moody's expects the company to be in compliance with these covenants over the next 12 to 18 months. Alternative liquidity is limited given the comprehensive security package provided under the revolver. Cloud Peak's $500 million revolver has a first priority lien on all assets except the Lease By Application (LBA) leases while the $500 million senior notes are unsecured obligations of the company. Both the revolver and the notes have the same upstream guarantees from all of Cloud Peaks' domestic subsidiaries. The $500 million senior unsecured notes are rated Caa1, one notch below the assigned CFR, reflecting the note holders' effective subordinated claim behind the bank facility and potential for higher revolver utilization, if poor market conditions persist over the long term. The negative outlook reflects the continued pressure facing the US coal industry and Moody's expectation that metrics will continue to deteriorate. A rating upgrade is unlikely at this time, but the outlook could be stabilized if Moody's sees a sustainable price recovery in the Powder River Basin. A downgrade would be considered if liquidity were to deteriorate further, or if Debt/ EBITDA, as adjusted, were to increase above 6x. Cloud Peak Energy Resources LLC is one of the largest producers of coal in the US with three wholly-owned surface mining operations in Wyoming and Montana. The company produces subbituminous thermal coal with low sulfur content and an average heat value between 8,400 Btu and 9,350 Btu. The coal is primarily sold to domestic electric utilities. Cloud Peak is the only pure play Powder River Basin (PRB) coal producer we rate, and it controls an estimated 1.1 billion tons of proven and probable reserves. The company generated about $1.1 billion of revenues on about 75 million tons sold through the twelve months ended December 31, 2015. The principal methodology used in these ratings was Global Mining Industry published in August 2014. CLUB AT SHENANDOAH: Chapter 11 Case Closed ------------------------------------------ The U.S. Bankruptcy Court for the Central District of California closed, on Dec. 4, 2015, the Chapter 11 case of The Club at Shenandoah Springs Village, Inc. The Court found that no further matters were required that the case remain open, or that the jurisdiction of the Court continue. On Nov. 13, 2015, the Court dismissed the case of the Debtor. Daniel A. Lev submitted, on Nov. 6, 2015, a declaration in support of the order authorizing voluntary dismissal of the case and approving distribution procedures. As reported by the Troubled Company Reporter on July 17, 2015, the Debtor explained that sufficient cause exists to grant their motion as (1) it Debtor has sold substantially all assets of the estate; (2) although there are ongoing business operations, there is no further benefit to be provided by a continuation of the bankruptcy proceedings; (3) the available funds will be distributed to creditors; (4) distribution of the available funds to the estate's creditors will occur much faster through dismissal than through a plan of reorganization; (5) continuation of the Chapter 11 will provide no additional benefit but will guaranty additional cost and delay, (6) dismissal will stop the accrual of additional fees and costs, including quarterly fees for the Office of the United States Trustee, and other costs associated with the administration of the Debtor's chapter 11 case; and (7) conversion of the case to Chapter 7, as opposed to dismissal, would offer no benefit to creditors of the estate since no purpose would be served due to the payment of all claims as a condition of dismissal thereby making administration of the case in a Chapter 7 context imprudent and unnecessary. Patricia Wood, a creditor, opposed the Debtor's Motion, saying her claim is not listed as a claim to be paid as a condition of dismissal and arguing that there is no reason to dismiss the present case before the resolution or payment of her claim, to which Debtor has not objected, and who has been required by the bankruptcy stay to wait nearly and half years to have her claim adjudicated/resolved. The U.S. Trustee also opposed the Debtor's motion, arguing that the motion does not explain how the Debtor will address certain claims like 2014 income taxes, GE Capital, Inc., Rickards & Phillips and Pegasus Investments. In addition, the U.S. Trustee complained that the Debtor's proof of service of the notice of the motion does not evidence service on Pegasus. Moreover, the liabilities not addressed by the motion may prevent the Debtor from paying 100% to general unsecured creditors, the U.S. Trustee said. In response, the Debtor argued that the oppositions are without merit and must be overruled. The Debtor pointed out that the U.S. Trustee's is based on false assumptions, a misreading of the motion and improbable hypotheticals. The Debtor told the Court that it has addressed all tax claims, its motion adequately describes the treatment of GE Capital's claims, and the potential administrative claim of Rickards & Phillips is de minimis at best. Moreover, the Debtor said Pegasus Investments is not a creditor of the estate and is not entitled to notice of the motion. The Debtor also told the Court that it has agreed to a settlement of the Ms. Wood's action and her claim. In their settlement agreement, the parties agreed that: (1) the Debtor will pay Ms. Wood $375,000; (2) Ms. Wood will withdraw her opposition to the motion; (3) Ms. Wood may withdraw from the settlement if the compromise is not approved as part of the pending Chapter 11 case; and (4) upon receipt of payment in full of the settlement proceeds, Ms. Wood will dismiss, with prejudice, the Wood Action. The Debtor is represented by: Daniel A. Lev, Esq. Steven F. Werth, Esq. SULMEYERKUPETZ - A PROFESSIONAL CORPORATION 333 South Hope Street, Thirty-Fifth Floor Los Angeles, CA 90071 Tel: 213 626-2311 Fax: 213 629-4520 Email: dlev@sulmeyerlaw.com swerth@sulmeyerlaw.com Patricia Wood is represented by: George Hanover, Esq. Summer Shaw, Esq. LAW OFFICES OF HANOVER & SHAW 73-710 Fred Waring Drive, Suite 100 Palm Desert, CA 92260 Tel: 760 862-1982 Fax: 760 776-6555 The U.S. Trustee is represented by: Abram S. Feuerstein, Esq. Jason Schrader, Esq. United States Department of Justice Office of the United States Trustee 3801 University Avenue, Suite 720 Riverside, CA 92501 Tel: 951 276-6990 Fax: 951 276-6973 Email: jason.k.schrader@usdoj.gov About The Club at Shenandoah The Club at Shenandoah Springs Village, Inc., owns The Club At Shenandoah Springs Village, a golf and leisure resort in Thousand Palms, a desert region of central California. It filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-36723) on Dec. 3, 2012. The Debtor disclosed $31,280,992 in assets and $12,840,954 in liabilities as of the Chapter 11 filing. Judge Mark D. Houle presides over the case. Daniel A. Lev, Esq., and Steven Worth, Esq., at SulmeyerKupetz, in Los Angeles, California represent the Debtor as counsel. CNH INDUSTRIAL: Moody's Assigns B1 Rating on $500MM Notes --------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to the $500 million of notes offered by CNH Industrial Capital LLC. Moody's also affirmed the Ba1 Corporate Family Rating (CFR) of CNH Industrial NV (CNHI), the Ba1 long-term rating of Case New Holland Industrial Inc., the Ba1 long-term rating of CNH Industrial Capital LLC, and the Ba2 ratings of CNH Industrial Finance Europe SA. A Speculative Grade Liquidity rating of SGL-3 was assigned to CNH. The outlook is stable. RATINGS RATIONALE The Ba1 rating of the CNHI Capital notes reflects a support agreement from CNHI. The Ba1 CFR of CNHI reflects Moody's expectations that the company's strong competitive position in the global agricultural equipment market and the favorable long-term fundamentals in this sector will enable it to contend with the severe cyclical downturn in the farming sector. This downturn, which Moody's expects to last at least through 2016, is pressuring the company's credit metrics. Nevertheless, Moody's anticipates that the restructuring initiatives taken by CNHI will position it to generate stronger metrics during 2017 even without any improvement in its core agriculture equipment market. CNHI's credit profile continues to benefit from important operational strength and supportive long-term industry fundamentals that include: the company's number-two position in an oligopolistic farm equipment market that has only three principal global players; growing world population and an expanding need for agricultural commodities; and, a continued movement toward high-efficiency farming techniques and equipment. In addition, CNHI is making steady progress in strengthening the operating performance in each of its four segments: farm equipment, commercial vehicles, construction equipment, and powertrain. CNHI Capital fills a vital role in providing retail and wholesale financing in support of CNHI's North American equipment operations. CNHI Capital has adequate capitalization with a December 2015 ratio of debt-to-equity of 8.5 to 1, and receivables past due 30-day of only .6% of total receivables (down from 1.5% in 2010). CNHI's consolidated liquidity profile is adequate, with liquidity sources that include: $4.4 billion in cash; $3 billion available under long-term committed credit facilities; approximately $500 million available under committed ABS conduit facilities; and the ability to generate approximately $500 million in free cash flow. These resources the total approximately $8.4 billion provide adequate coverage of industrial and finance company debt (including ABS securities) maturing during the coming twelve months. CNHI's CFR would come under pressure if the downturn in the farm sector were to become more severe and the company were unable to adequately adjust its operating and cost structure. Metrics that might result in pressure on the rating would include: interest coverage remaining below 1.5x through 2016 and debt/EBITDA reaming above 4.5x. The rating would also be pressured if the company were to allow its liquidity position to erode. An upgrade of the CFR before mid-2017 is unlikely due to the current downturn in the farm sector. Should the market begin to recover an upgrade would be supported by EBIT/interest of 4x and debt/EBITDA below 3x. The methodologies used in these ratings were Captive Finance Subsidiaries of Nonfinancial Corporations published in December 2015, Global Manufacturing Companies published in July 2014 and Finance Companies published in October 2015. Assignments: Issuer: CNH Industrial Capital LLC Senior Unsecured Regular Bond/Debenture, Assigned Ba1 Issuer: CNH Industrial N.V. Speculative Grade Liquidity Rating, Assigned SGL-3 Affirmations: Issuer: Case New Holland Inc. Senior Unsecured Regular Bond/Debenture, Affirmed Ba1 (LGD2 from LGD3) Issuer: CNH Industrial Capital LLC Senior Unsecured Regular Bond/Debentures, Affirmed Ba1 Issuer: CNH Industrial Finance Europe S.A. Short Term Senior Unsecured Medium-Term Note Program, Affirmed (P)NP Senior Unsecured Medium-Term Note Program, Affirmed (P)Ba2 Senior Unsecured Regular Bond/Debentures, Affirmed Ba2 (LGD5) Issuer: CNH Industrial Finance North America, Inc. Short Term Senior Unsecured Medium-Term Note Program, Affirmed (P)NP Senior Unsecured Medium-Term Note Program, Affirmed (P)Ba2 Issuer: CNH Industrial N.V. Probability of Default Rating, Affirmed Ba1-PD Corporate Family Rating, Affirmed Ba1 Outlook Actions: Issuer: Case New Holland Inc. Outlook, Remains Stable Issuer: CNH Industrial Capital LLC Outlook, Remains Stable Issuer: CNH Industrial Finance Europe S.A. Outlook, Remains Stable Issuer: CNH Industrial Finance North America, Inc. Outlook, Remains Stable Issuer: CNH Industrial N.V. Outlook, Remains Stable CNH INDUSTRIAL: S&P Assigns 'BB' Rating on Proposed Sr. Notes ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issue-level rating to U.S.-based CNH Industrial Capital LLC's proposed senior unsecured notes. CNH Industrial Capital America LLC (unrated) and New Holland Credit Co. LLC, both wholly owned subsidiaries of CNH Industrial Capital, will guarantee the notes. S&P understands that the company expects to use the proceeds from this debt issuance for working capital, to repay its maturing debt, or for other general corporate purposes. S&P rated the unsecured notes one notch lower than its corporate credit rating on CNH because S&P estimates that the amount of the company's unencumbered assets (after considering potential draws on committed asset-backed facilities) will remain close to or less than the amount of its unsecured debt. The company's heavy reliance on secured debt, through asset-backed security transactions, encumbers a significant majority of its balance sheet assets. CNH Industrial Capital is a wholly owned subsidiary of CNH Industrial N.V. (CNHI), a public limited liability company organized under the laws of the Netherlands with its principal office located in the U.K. CNH Industrial Capital is a captive finance company that provides financial services for CNH's customers in the U.S. and Canada. S&P's 'BB+' corporate credit rating on CNH Industrial Capital reflects S&P's long-term corporate credit rating on CNHI, its parent. S&P views this subsidiary as a core holding of CNHI, given its strategic importance to the parent (financial services are a key offering that facilitates the sale of CNH's equipment), CNH's ability to influence its actions, and our expectation that the parent would provide financial support to the company in times of need. There is a support agreement between the two companies and CNH Industrial Capital's receivables account for about half of the total managed portfolio of CNH's financial services organization globally. RATINGS LIST CNH Industrial Capital LLC Corporate Credit Rating BB+/Stable/-- New Ratings CNH Industrial Capital LLC Proposed Senior Unsecured Notes BB CONGREGATION BIRCHOS: Gets Approval to Hire Goldberg as Counsel --------------------------------------------------------------- Congregation Birchos Yosef received court approval to hire Goldberg Weprin Finkel Goldstein LLP as its bankruptcy counsel. Goldberg will help Congregation Birchos develop sales contracts to generate funds; provide legal advice with respect to its duties as a debtor-in-possession; prepare court documents; deal with residual claims of creditors; and reform a plan of reorganization to compete with the liquidating plan filed by its senior secured creditor. The firm's current billing rate is $495 per hour for partners, and $275 to $425 for associates. Congregation Birchos tapped the firm to replace the Law Offices of Allen A. Kobler, Esq., which had withdrawn as its counsel. TD Bank N.A. had earlier criticized Kobler for withdrawing as Congregation Birchos' counsel, saying the firm failed to provide the court with "satisfactory reasons." About Congregation Birchos Yosef Congregation Birchos Yosef is a religious corporation which was formed on Jan. 16, 1985 for the purposes of creating and maintaining a "House of Worship" in accordance with the traditions of the Hebrew faith and to serve and advance the affairs of the surrounding community under the leadership of the Grand Rebbe of Nikolsburg. Its principal office is located at 201 Route 306, Monsey, New York. It has real properties located in Spring Valley and Monsey, New York. Congregation Birchos Yosef sought bankruptcy protection (Bankr. S.D.N.Y. Case No. 15-22254) in White Plains, New York, on Feb. 26, 2015. Breindy Lebovits, the vice-president, signed the petition. The Debtor estimated assets and debt of $10 million to $50 million. On May 4, 2015, the Debtor won approval to hire (i) Pick & Zabicki LLP as its counsel, (ii) Frances M. Caruso as its bookkeeper and (iii) Montalbano, Condon & Frank, P.C. as special counsel for real property tax-related matters. On May 18, the Court authorized the Debtor's retention of Levine & Associates, PC as special litigation counsel. On Sept. 11, 2015, the Court approved the retention of The Law Offices of David Carlebach, Esq. as the Debtor's substituted bankruptcy counsel. On Nov. 11, 2015, the Debtor filed a stipulation of substitution of counsel, reflecting that The Law Offices of Allen A. Kolber, Esq. will serve as the Debtor's substituted bankruptcy counsel. CONSOL ENERGY: Moody's Lowers CFR to B2, Outlook Negative --------------------------------------------------------- Moody's Investors Service downgraded CONSOL Energy Inc.'s corporate family rating to B2 from B1, probability of default rating (PDR) to B2-PD from B1-PD and senior unsecured ratings to Caa1 from B3. The Speculative Grade Liquidity rating of SGL-3 remains unchanged. This concludes the review initiated on Jan. 21, 2016, when Moody's placed ratings on review for downgrade, reflecting an effort to recalibrate ratings in the mining sector given perceived fundamental shift in the operating environment. The outlook is negative. RATINGS RATIONALE The downgrade reflects Moody's expectation that leverage (as measured by Debt/ EBITDA, as adjusted) will approach 5x in 2016, on the back of declining realizations in coal and natural gas divisions, while also acknowledging ample liquidity and management's demonstrated willingness and ability to scale down capital investments and institute asset sales in order to manage leverage and limit cash burn. The ratings also reflect the company's recent announcement that it has entered into an agreement for the sale of its Buchanan Mine for total consideration of $420 million. CONSOL's B2 corporate family rating continues to reflect CONSOL's efficient, high quality coal assets in the Northern Appalachian coal basin, sizable and growing presence in the gas business, large reserves of coal and natural gas, and the stability provided by its long-term thermal coal agreements and natural gas hedging program. The ratings also reflect weak pricing conditions affecting the company's coal and natural gas businesses, which Moody's expects to persist for the foreseeable future. If current pricing conditions do not improve, Moody's expects the company to eventually face declining EBITDA and increasing leverage as higher priced coal contracts and natural gas hedge positions roll off. The speculative grade liquidity of SGL-3 reflects our expectation that CONSOL will have adequate liquidity, which at December 31, 2015 included $73 million in cash, roughly $790 million available under the company's $2 billion revolver, roughly $215 million available under the $400 million revolver at CNX Coal Resources, and another $177 million available under the $250 million unsecured revolver at CONE Midstream Partners. Moody's expects the company to be in compliance with the financial covenants under its credit facility over the next twelve months. The company has a substantial asset base that's available for sale, as an alternative source of liquidity to offset negative free cash flows. The Caa1 rating on the senior unsecured notes, two notches below the B2 CFR reflects their weaker position relative to claim on collateral, as compared to the secured revolver. The negative outlook reflects the continued pressure facing the US coal and natural gas industry and our expectation that industry dynamics will not change for the next 12 to 18 months. A rating upgrade is unlikely at this time, but the outlook could be stabilized if we see a sustainable price recovery in coal and natural gas prices. A downgrade would be considered if liquidity were to deteriorate further, industry dynamics were worsen, or if Debt/ EBITDA, as adjusted, were to increase above 5.5x. CONSOL Energy Inc. is a major diversified fuel producer in the Eastern US, engaged in production of natural gas and thermal and metallurgical coal. CONSOL controls approximately 5.6 Tcfe of proved natural gas reserves and 3 billion tons of coal reserves in Northern and Central Appalachia. For the last twelve months ending Dec. 31, 2015, the company generated approximately $3.1 billion in revenues. The principal methodology used in these ratings was Global Mining Industry published in August 2014. CONTINENTAL RESOURCES: Egan-Jones Cuts Sr. Unsecured Rating to B+ ----------------------------------------------------------------- Egan-Jones Ratings Company lowered the senior unsecured rating for debt issued by Continental Resources Inc. to B+ from BB- on March 2, 2016. Continental Resources Inc, based in Oklahoma City, is focused on the exploration and production of onshore oil-prone plays in the United States. DDMG ESTATE: DIP Lenders Extend Forbearance Period to April 1 ------------------------------------------------------------- DDMG Estate, et al., formerly Digital Domain Media Group, Inc., et al., obtained a Bankruptcy Court order granting a 27th amendment to the final order authorizing the Debtors to access postpetition financing and use cash collateral. The 27th amendment, signed Feb. 26, 2016, provides that notwithstanding the occurrence of a Termination Event, the expiration of the "remedies notice period" and the termination of the automatic stay under 11 U.S.C. Sec. 362(a) to allow the DIP agent to exercise any and all default remedies, the DIP agent and the DIP Lenders will forbear from exercising their remedies under the Final DIP Order until the earlier of: (i) April 1, 2016, or (ii) the occurrence of a termination event (other than the occurrence of the Maturity Date). The 27th amendment includes an approved budget for the period Jan. 1, 2016, through April 1, 2016. A copy of the 27th amendment is available for free at: http://bankrupt.com/misc/DDMG_1782_27th_Am_Final_DIP_Ord.pdf About DDMG Estate Port St. Lucie, Florida-based Digital Domain Media Group, Inc. -- http://www.digitaldomain.com/-- engaged in the creation of original content animation feature films, and development of computer-generated imagery for feature films and trans-media advertising primarily in the United States. Digital Domain Media Group, Inc. and 13 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11, 2012, to sell its business for $15 million to Searchlight Capital Partners LP, subject to higher and better offers. The Company disclosed assets of $205 million and liabilities totaling $214 million. The Debtors also sought ancillary relief in Canada, pursuant to the Companies' Creditors Arrangement Act in the Supreme Court of British Columbia, Vancouver Registry. Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the Debtors. FTI Consulting, Inc.'s Michael Katzenstein is the chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. An official committee of unsecured creditors appointed in the case is represented by lawyers at Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP. At a bankruptcy auction, the principal part of the business was purchased by a joint venture between Galloping Horse America LLC, an affiliate of Beijing Galloping Horse Co., and an affiliate of Reliance Capital Ltd., based in Mumbai. The $36.7 million total value of the contact includes $3.6 million to cure defaults on contracts and $2.9 million in reimbursement of payroll costs. As the result of a settlement negotiated by the unsecured creditors' committee with secured lenders, there will be some recovery for the committee's constituency. DEAN FOODS: S&P Affirms 'BB-' CCR & Revises Outlook to Positive --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB-' corporate credit rating on Dean Foods Co. and revised the outlook to positive from stable. At the same time, S&P affirmed its 'BB+' issue-level rating on the company's $450 million revolving facility. The recovery rating remains '1', indicating S&P's expectation for very high (90% to 100%) recovery in the event of a payment default. S&P also affirmed the issue-level rating on the $700 million unsecured notes at 'BB-'. The recovery rating remains unchanged at '3', indicating S&P's expectation for meaningful recovery (in the upper half of the 50% to 70% range--previously the lower half) in the event of a payment default. S&P also affirmed the 'B' issue-level rating on Dean Holding Co.'s $150 million senior unsecured debt. The recovery rating remains '6', indicating S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. On Dec. 31, 2015, Dean Foods had approximately $842 million of reported debt outstanding. "The positive outlook reflects our expectation that Dean Foods will sustain its improved credit protection measures in 2016, including debt to EBITDA near or below 2.5x," said Standard & Poor's credit analyst Stephanie Harter. These expectations are based on Standard & Poor's expectation that milk costs will remain low for the remainder of the year and that future milk inflationary cycles likely will be less pronounced than the 2014 cycle (partly because of higher global milk production following the deregulation of European markets). "In addition, the company continues to focus on cost reduction, expecting to take an additional 3% to 4% in costs over the next year while emphasizing selling higher-margin branded products," Ms. Harter added. "These factors support the likelihood that Dean Foods' cash flow ratios will not erode by as much as they did in the prior cyclical troughs." Standard & Poor's could consider an upgrade if the company sustains its improved credit measures, including debt to EBITDA near 2.5x over the next year, while demonstrating more cash flow ratio stability during weaker earnings cycles. More specifically, S&P would likely upgrade the company if it believes its debt to EBITDA would only modestly weaken closer to 3x in a weaker earning cycle. S&P thinks the company could demonstrate this in fiscal 2017 when milk costs could increase by as much as 20% from the current cyclical lows. S&P could consider an outlook revision to stable if higher milk costs crimp margins and leverage increases to well over 3x. This could occur if milk costs increase by more than 30%, which the company cannot adequately offset with pricing because of promotional pressures to a gross margin decline of more than 300 hundred basis points, similar to what the company suffered in 2014. DETROIT CITY: S&P Affirms 'B' Rating on 1997 Tax-Increment Bonds ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook to stable from negative and affirmed its 'B' rating on Detroit City Local Development Finance Authority, Mich.'s series 1997A and 1997B tax-increment bonds, and its 'B-' rating on the authority's series 1997C and 1998A tax-increment bonds. "The outlook revision reflects our understanding that the state's personal property tax repeal didn't have a significant impact on the incremental revenue generated and that funds on hand will still be sufficient to cover debt service payments in the next two years," said Standard & Poor's credit analyst Anna Uboytseva. The speculative-grade ratings reflect S&P's assessment of: -- The concentration of the property tax base in one taxpayer, with more than 95% of the project area's TV in one automobile assembly plant owned by Fiat; -- Recent continued assessed value (AV) declines in the project area, which have further depressed coverage; -- Inadequate maximum annual debt service (MADS) coverage of 0.47x for all debt in fiscal 2015, as reflected in the 'B-' rating; and -- Low senior coverage of 1.2x MADS, as reflected in the 'B' rating. Offsetting the above-mentioned weaknesses is the facility's importance as the only North American assembly plant for the Jeep Grand Cherokee sport utility vehicle. The series 1997A and 1997B bonds have a senior pledge of revenues in the tax-increment area. The series 1997C and 1998A bonds are junior to the 1997A and 1997B bonds. Additional senior bonds may be issued if available revenues provide at least 1.5x coverage of annual senior bond debt service. Additional junior-lien bonds may be issued with at least 1.2x coverage of combined annual debt service. The project area totals 380 acres, encompassing Chrysler's Jefferson Avenue North assembly plant, a 1.7-million-square-foot facility in southeastern Detroit. DETROIT DOWNTOWN: S&P Affirms 'BB' Rating on Bonds, Outlook Stable ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its outlook to stable from negative and affirmed its 'BB' rating on Detroit Downtown Development Authority (DDDA), Mich.'s senior-lien tax-increment revenue bonds. "The outlook revision reflects our view of the authority's stabilizing revenues, modest improvement in coverage, as well as our expectation that coverage will stay at least stable given the area's growth and the fact that the state's personal property tax repeal didn't have a significant impact on the incremental revenue generated," said Standard & Poor's credit analyst Anna Uboytseva. The 'BB' rating reflects S&P's assessment of the area's: -- Highly concentrated tax base, with the 10 leading taxpayers accounting for 76% of incremental assessed value; and -- High volatility ratio and historical tax base declines that have affected tax-increment revenue. Moderating the aforementioned weaknesses, in S&P's view, are: -- The size and depth of the project area, which includes the city's downtown commercial core; -- The stabilization of values in the past two years; and -- A closed senior lien with bond provisions S&P considers low, including a surety debt service reserve. The new event center that would house the Detroit Red Wings Hockey team (catalyst development project) is currently under development. The authority will own the event center and lease it for operations. The 2014 bonds issued for the construction of the hockey stadium under the new indenture are subordinate to the senior-lien tax-increment revenue bonds that S&P rates, and the catalyst tax increment revenues cannot be used to repay the bonds. However, this major development already had a positive impact on the values in 2015, which improved by 26%. DJ OILFIELD: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: DJ Oilfield Services, LLC 1833 W. State Road 300 P.O. Box 1617 Levelland, TX 79336 Case No.: 16-50062 Chapter 11 Petition Date: March 14, 2016 Court: United States Bankruptcy Court Northern District of Texas (Lubbock) Judge: Hon. Robert L. Jones Debtor's Counsel: Clinton W. Cook, Esq. LAW OFFICES OF CLINTON W. COOK P.O. Box 53116 Lubbock, TX 79453-3116 Tel: 806-798-5797 E-mail: clintonwcook@suddenlinkmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Douglas H. Parsley, president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. DRD TECHNOLOGIES: Bankr. Administrator Wants Ch. 7 Case Conversion ------------------------------------------------------------------ The U.S. Bankruptcy Administrator for the Northern District of Alabama asks the U.S. Bankruptcy Court for the Northern District of Alabama to convert the Chapter 11 case of DRD Technologies, Inc., to one under Chapter 7, or in the alternative, dismiss the case. A hearing on the conversion motion is set for April 4, 2016, at 3:00 p.m. The Bankruptcy Administrator claims that the Debtor, whose Plan of Reorganization was confirmed on Feb. 3, 2016, is delinquent in filing its Quarterly Fee Statement and in payment of Chapter 11 quarterly fees, as authorized by the Judicial Conference of the United States pursuant to 28 U.S.C. Section 1930(a)(7). The Debtor, according to the Bankruptcy Administrator, has failed to file the required fee statement and failed to pay the fee due for the 3rd and 4th quarter 2015. Failure to pay the quarterly fee constitutes cause and warrants conversion to Chapter 7 or dismissal. On Dec. 11, 2015, the Court approved the Debtor's proposed bidding procedures for the sale of substantially all of the Debtor's assets, with an auction set for Jan. 29, 2016. Any objections to the bidding procedures were overruled. Secured creditor ServisFirst Bank filed on Nov. 18, 2015, a limited objection to the bidding procedures, along with the Debtor's Disclosure Statement for Chapter 11 Plan. ServisFirst Bank said that the Debtor's Oct. 30, 2015 sale motion did not include the Form Asset Purchase Agreement by which Debtor proposed to sell its assets. ServisFirst Bank submitted the limited objection out of an abundance of caution to preserve its rights to object to the Form APA to the extent it would contain terms unfavorable to ServisFirst Bank or to which ServisFirst Bank would not consent. ServisFirst Bank is represented by: Kevin C. Gray, Esq. Emily J. Chancey, Esq. Maynard, Cooper & Gale, P.C. P.O. Box 18668 Huntsville, AL 35804-8668 Tel: (256) 551-0171 Fax: (256) 512-0119 E-mail: kgray@maynardcooper.com echancey@maynardcooper.com About DRD Technologies DRD Technologies, Inc., based in Huntsville, Alabama, operates a logistics and technology development sales and service business. The business was founded 1993. Its most valuable asset is a patented off grid communication product, "NExFIELD" which is being actively marketed to government agencies. The Company's shares are owned 100% by David R. Dobbs. It has 7 employees, and had 2014 gross revenues of $4,500,000. DRD Technologies sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 15-81366) on May 19, 2015, to halt efforts by creditor ServisFirst Bank to appoint a receiver. The Debtor disclosed $205,849,965 in assets and $4,289,268 in liabilities as of the Chapter 11 filing. The Debtor tapped Stuart M. Maples, Esq., at Maples Law Firm, PC, as counsel. The Debtor also engaged Riparian Partners, LLC as financial advisors in the proposed sale of assets and Huntsville Integrated Technology, LLC, as business consultants regarding marketing aspects of the sale of NExFIELD. No creditor's committee was formed in the case. EMPLOYBRIDGE HOLDING: S&P Affirms 'B-' CCR, Outlook Negative ------------------------------------------------------------ Standard & Poor's Ratings Services said that it revised its rating outlook on EmployBridge Holding Co. to negative from positive and affirmed its ratings on the company, including the 'B-' corporate credit rating. "The negative outlook reflects our expectation for tight liquidity, specifically in the second quarter of 2016, due to limited revolver availability, and the risk that liquidity could worsen if the company underperforms our base-case scenario," said Standard & Poor's credit analyst Heidi Zhang. EmployBridge's operating performance was weaker than S&P expected, and its leverage remains in the low-9x area with discretionary cash flow deficits. The weaker-than-expected performance primarily reflected softness in the manufacturing industry, sales disruption from the company's bankruptcy and merger transition, and higher-than-expected expenses. S&P expects that debt leverage will eventually decline to about 6x at the end of 2016 due to modest revenue growth, the absence of one-time charges, and synergy realization. S&P could lower its corporate credit rating on EmployBridge over the next one to two quarters if the company underperforms S&P's expectations, which will likely exacerbate the acute liquidity pressure the company faces in the second quarter of 2016. S&P could revise the outlook to stable if EmployBridge improves its operating performance or secures an amendment for an expanded ABL facility, such that S&P no longer believe the company will face near-term liquidity pressure. EMRISE CORP: To Make 2nd Liquidation Distribution to Stockholders ----------------------------------------------------------------- EMRISE Corporation on March 15 disclosed that it expects to make a second liquidation distribution to its stockholders in the amount of $0.36 per share (approximately $3.9 million in the aggregate) during the week of April 19, 2016 (the Distribution). Stockholders of record as of the close of business on July 7, 2015 will be entitled to receive the Distribution. The Distribution is being made in connection with the Company's previously announced voluntary Plan of Dissolution (Plan) that was approved by its stockholders at a special meeting held on June 25, 2015. When paid, the Distribution will bring the total amount of liquidation distributions paid to stockholders under the Plan, to $1.11 per share. The Distribution follows the previously announced closing on February 18, 2016, of the Company's sale of its remaining business unit, CXR Anderson Jacobson S.A.S. (CXR-AJ) based in France (the Transaction). Details of the Transaction are contained in the Company's news release disseminated on February 18, 2016, and in its Form 8-K filed with the Securities and Exchange Commission on February 22, 2016. The Distribution includes: the net cash realized by the Company at the close of the Transaction, after deducting investment banking fees, legal fees and other associated costs; the release of certain escrow funds held to secure any shortfall in working capital as of the closing of the sale of the Company's Electronic Devices business unit to an affiliate of Data Device Corporation (DDC) on June 30, 2015; and the release of the additional reserve the Company announced on November 16, 2015, to cover liabilities in the event CXR-AJ was not sold. Reserve As of the date of this announcement, the Company has a reserve of $6.2 million to satisfy and discharge all known, potential, or contingent debts, obligations, and liabilities of the Company under the Plan. Immediately following the Distribution, the size of the Company's reserve will be reduced to approximately $2.3 million, from which the Company expects to pay Federal and State taxes in the U.S. on the sales of the Company's Electronic Devices business unit and CXR-AJ, as well as other costs associated with the Plan. Subsequent distributions At this time, EMRISE cannot determine when, or if, it will be able to make a subsequent liquidation distribution to its stockholders, or the amount of any such distribution. The determination of whether any such distribution can be made will depend on a variety of factors, including, the receipt of further monies in connection with the Transaction; the amount of funds released from the $900,000 of escrow funds held to secure certain indemnification obligations of the Company under the purchase agreement related to the sale of the Company's Electronic Devices business unit to DDC; the final determination and the payment of State and Federal taxes in the U.S.; and other costs in connection with the dissolution of the Company. As necessary, EMRISE intends to make public disclosures to provide its stockholders subsequent updates on the status of the Plan, the first of which could occur in approximately six months. Only holders of record of the Company's common stock as of the close of business on July 7, 2015 will be eligible to receive distributions of funds from the sale of the Company's assets, in connection with the Company's dissolution. FOR A DETAILED DESCRIPTION OF THE PLAN AND THE MATTERS RELATING TO IT, STOCKHOLDERS ARE ENCOURAGED TO READ CAREFULLY THE COMPANY'S NEWS RELEASE DATED JUNE 30, 2015, ITS FORM 8K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 2015, AND THE PROXY STATEMENT IT MAILED TO STOCKHOLDERS BEGINNING MAY 11, 2015. Headquartered in Durham, North Carolina, EMRISE Corporation -- http://www.emrise.com/-- designs, manufactures and markets electronic devices, sub-systems and equipment for aerospace, defense, industrial and communications markets. ENERGY XXI: Debt Burden to Grow in Coming Years ----------------------------------------------- Aleksandrs Rozens, writing for Bloomberg Brief, reported that Energy XXI Ltd., an oil and gas exploration business based in Houston, has $721 million worth of debt that will come due next year and nearly $1.5 billion due in 2020. According to the report, the E&P company warned last week that "absent a material improvement in oil and gas prices or a refinancing or some restructuring of ... debt obligations or other improvements, we may seek bankruptcy protection." The company's debt and equity prices have slid to record lows in recent weeks, the report said. The $721 million worth of debt that comes due in 2017 was sold in June 2011 and was used to fund a bond exchange, the report noted. At the time this debt was sold, crude oil futures were above $90 a barrel, while on March 11, crude was at $38.50 a barrel, the report further noted. Energy XXI Ltd was incorporated in Bermuda on July 25, 2005. With its principal operating subsidiary headquartered in Houston, Texas, Energy XXI is engaged in the acquisition, exploration, development and operation of oil and natural gas properties onshore in Louisiana and Texas and in the Gulf of Mexico Shelf. It is listed on the NASDAQ Global Select Market under the symbol "EXXI". The Company lists total assets of $1,764,237,000 and total liabilities of $4,381,300,000 at Dec. 31, 2015. * * * The Troubled Company Reporter, on Feb. 18, 2016, reported that Standard & Poor's Ratings Services lowered its corporate credit ratings on oil and gas exploration and production company Energy XXI Ltd. and its subsidiary EPL Oil & Gas to 'D' from 'CCC+'. S&P also lowered the issue-level rating on the company's second-lien debt to 'D' from 'B-'. The recovery rating on the second-lien debt remains '2', indicating S&P's expectation of substantial (70% to 90%, lower end of the range) recovery in the event of default. S&P lowered the rating on the company's unsecured debt to 'D' from 'CCC-'. The recovery rating remains '6', indicating S&P's expectation of negligible (0%-10%) recovery in the event of default. At the same time, S&P lowered the issue-level rating on subsidiary EPL Oil & Gas' debt to 'D' from 'CCC'. The recovery rating remains '5', indicating S&P's expectation of modest (10% to 30%, lower end of the range) recovery in the event of a default. EXTREME PLASTICS: Schedules $87.9M in Assets, $69.9M in Debt ------------------------------------------------------------ Extreme Plastics Plus Inc. filed its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $3,950,419 B. Personal Property $83,999,356 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $53,369,124 E. Creditors Holding Unsecured Priority Claims $525,049 F. Creditors Holding Unsecured Non-priority Claims $16,086,668 ----------- ----------- TOTAL $87,949,776 $69,980,842 A copy of the company's schedules is available without charge at http://is.gd/yZizdn About Extreme Plastics Founded in 2007, privately-held Extreme Plastics Plus, Inc. operates an environmental containment business specializing in providing environmental lining, above ground storage tanks, composite rig mats, secondary steel wall containment systems, and closed loop solids control services, primarily for the oil and gas industry. Extreme Plastics has six facilities in Fairmont, West Virginia, Tunkhannock, Pennsylvania, St. Clairsville, Ohio, Moore, Texas, Odessa, Texas, and Oklahoma City, Oklahoma. The stock of Extreme Plastics is held entirely by EPP Intermediate Holdings, Inc. The stock of EPP Intermediate is held entirely by EPP Holding Company, LLC, a non-debtor. Extreme Plastics, and affiliate EPP Intermediate Holdings, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 16-10221) on Jan. 31, 2016, as the ongoing decline in the price of oil and natural gas negatively impacted demand of the Debtors' services. As of the Petition Date, Extreme Plastics owes $49.5 million under a secured facility provided by lenders led by Citizens Bank of Pennsylvania, as agent. The facility is secured by a lien in substantially all of the Debtors' assets, as well as a pledge of 100% of the equity in Extreme Plastics and EPP Intermediate. The Debtors tapped Sullivan Hazeltine Allinson LLC as attorneys and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. The U.S. Trustee has appointed five members to the Official Committee of Unsecured Creditors. The Committee selected Reed Smith LLP as counsel. FAIRMONT GENERAL: Trustee Gets Partial Win in Marion County Suit ---------------------------------------------------------------- Clifford Zucker, in his capacity as Debtor Representative and Liquidating Trustee of Fairmont General Hospital, and UMB Bank, N.A., in its capacity as successor trustee with respect to the 2007 bonds seek summary judgment on Counts I and II raised in the First Amended Complaint against Marion County Commission. The Plaintiffs ask the court to enter summary judgment in their favor as to Count I because there are no genuine disputes of material facts as to whether the Plaintiffs benefited from a transfer of property by the Debtor within 90 days before the Petition Date and while the Debtor was insolvent. The Plaintiffs assert that they are entitled to summary judgment on to Count II because there is no genuine dispute of material fact that, but for the preferential transfer challenged in Count I, the Defendant was not perfected in the Debtor's property prepetition such that the Liquidating Trustee may avoid the Defendant's interest. The Plaintiffs assert two causes of action against the Defendant: Count I of its Complaint seeks to avoid the recordation of the 2013 financing statement as a preferential transfer. In Count II, the Plaintiffs seek a declaration that they have a superior interest in the Debtor's Gross Revenues because the 2007 financing statement was ineffective to perfect a security interest in the Debtor's Gross Revenues. The Defendant argues that summary judgment is not proper as to either claim because the Defendant assigned its interests to a third-party and has thus never been a creditor of the Debtor. In a Memorandum Opinion dated February 25, 2016, which is available at http://is.gd/Tdf06dfrom Leagle.com, Judge Patrick M. Flatley of the United States Bankruptcy Court for the Northern District of West Virginia denied summary judgment as to Count I and granted summary judgment as to Count II, holding that the Liquidating Trustee's interest is unimpeded because the Defendant lacked a secured interest in the Debtor's property as of the petition date. The case is In re: FAIRMONT GENERAL HOSPITAL, INC., et al., Chapter 11, Debtors. CLIFFORD ZUCKER, in his capacity as Debtor Representative and Liquidating Trustee, and UMB BANK, N.A., in its capacity as successor trustee, Plaintiffs, v. WESBANCO BANK, INC., STEPTOE & JOHNSON PLLC, COUNTY COMMISSION OF MARION COUNTY (WEST VIRGINIA), ROBERT MARQUARDT, DANIEL HORNERBRINK, PATRICK BONASSO, DAVID FOX, MIKE MARTIN, TONI NESSELROTTE, WALTER OSBORNE, JOHN PANZA, ROBIN SMITH, RANDY ELLIOT, AND JOHN DOES 1 THROUGH 99, Defendants, Case No. 1:13-bk-01054, Adversary No. 15-ap-00024. Clifford Zucker, in his capacity as Debtor Representative and Liquidating Trustee, Plaintiff, is represented by Janet Smith Holbrook, Esq. -- janet.holbrook@dinsmore.com -- Dinsmore & Shohl LLP, Boris I. Mankovetskiy, Esq. -- bmankovetskiy@sillscummis.com -- Sills Cummis & Gross, PC, Andrew H. Sherman, Esq. -- asherman@sillscummis.com -- Sills Cummis & Gross, PC. Wesbanco Bank, Inc., Defendant, is represented by Mark E. Freedlander, Esq. -- mfreedlander@mcguirewoods.com -- McGuireWoods LLP, Denise Knouse-Snyder, Esq. -- denisesnyder@pgka.com -- Phillips, Gardill, Kaiser & Altmeyer PLL, Laura Lange, Esq. -- llange@mcguirewoods.com -- McGuireWoods LLP. Steptoe & Johnson PLLC, Defendant, is represented by Christopher R. Arthur, Esq. -- chris.arthur@steptoe-johnson.com -- Steptoe & Johnson PLLC, James D. Newell, Esq. -- james.newell@bipc.com -- Buchanan Ingersoll & Rooney LLP, Timothy P. Palmer, Esq. – james.newell@bipc.com -- Buchanan Ingersall and Rooney PC, Peter S. Russ, Esq. – peter.russ@bipc.com -- Buchanan Ingersoll & Rooney LLP. County Commission of Marion County (West Virginia), Defendant, is represented by Wendy Elizabeth Greve, Esq. -- wgreve@pffwv.com -- Pullin Fowler Flanagan Brown & Poe PLLC. Robert Marquardt, Defendant, represented by Douglas Paul Lobel, Cooley LLP, Suzanne Jett Trowbridge, Goodwin & Goodwin, LLP. Daniel Honerbrink, Defendant, represented by Timothy C. Bass, Greenberg Traurig LLP, William F. Dobbs, Jr., Jackson Kelly PLLC. Patrick Bonasso, Defendant, represented by Julia A. Chincheck, Bowles Rice McDavid Graff & Love LLP, Daniel J. Cohn, Bowles Rice LLP, Roger Gold, Squire Patton Boggs (US) LLP, Sean McGrane, Squire Patton Boggs (US) LLP,Thompson R Pearcy, Bowles Rice LLP, Joseph C. Weinstein, Squire Patton Boggs (US) LLP. About Fairmont General Hospital Fairmont General Hospital Inc. and Fairmont Physicians, Inc., which operate a 207-bed acute-care facility in Fairmont, West Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D. W.Va. Case No. 13-01054) on Sept. 3, 2013. The fourth-largest employer in Marion County, West Virginia, filed for bankruptcy as it looks to partner with another hospital or health system. The Debtors are represented by Rayford K. Adams, III, Esq., and Casey H. Howard, Esq., at Spilman Thomas & Battle, PLLC, in Winston-Salem, North Carolina; David R. Croft, Esq., at Spilman Thomas & Battle, PLLC, in Wheeling, West Virginia, and Michael S. Garrison, Esq., at Spilman Thomas & Battle, PLLC, in Morgantown, West Virginia. The Debtors' financial analyst is Gleason & Associates, P.C. The Debtors' claims and noticing agent is Epiq Bankruptcy Solutions. Hammond Hanlon Camp, LLC, has been engaged as investment banker and financial advisor. UMB Bank is represented by Nathan F. Coco, Esq., and Suzanne Jett Trowbridge, Esq., at McDermott Will & Emery LLP. The Committee of Unsecured Creditors is represented by Andrew Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis & Gross P.C. and Kirk B. Burkley, Esq., Bernstein Burkley, P.C. Janet Smith Holbrook, Esq., at Huddleston Bolen LLP, represents the Committee as local counsel. The Bankruptcy Court named Suzanne Koenig at SAK Management Services, LLC, as patient care ombudsman. Ms. Koenig hired her own firm as medical operations advisor; and Greenberg Traurig, LLP, as her counsel. The Debtors have scheduled $48,568,863 in total assets and $54,774,365 in total liabilities. FANNIE MAE & FREDDIE MAC: FHFA Turns to JPMDL to Delay Lawsuits --------------------------------------------------------------- Tired of battling lawsuits challenging the Net Worth Sweep, under which Fannie Mae and Freddie Mac deliver all of their profits to the U.S. Treasury each calendar quarter, in courthouses scattered across the country, the Federal Housing Finance Agency turned to the United States Judicial Panel on Multi-District Litigation, asking that tribunal to consolidate: Jacobs v. FHFA, Case No. 15-cv-708 (D. Del.); Roberts v. FHFA, Case No. 16-cv-2107 (N.D. Ill.); Saxton v. FHFA, Case No. 15-cv-47 (N.D. Iowa); and Robinson v. FHFA, Case No. 15-cv-109 (E.D. Ky.); into one master MDL proceeding and transfer that consolidated action to the U.S. District Court for the District of Columbia for coordinated pretrial proceedings. FHFA argues that consolidation and transfer of these suits is efficient. Cynics say FHFA's motivation is delay. This action will take on a life of its own before the JPMDL, with the parties debating whether consolidation is appropriate and to what Court and judge any consolidated proceeding should be transferred. FHFA is likely hoping that Judge Lamberth will receive the cases, dismiss them all, and enter some type of order blocking further lawsuits against FHFA, which some commentators now describe as the All Powerful Oz with no accountability and no duty to anyone but itself. If the cases are consolidated, there will likely a dog and pony show before the Transferee Court about which law firm should serve as lead counsel for a steering committee of lawyers representing the various parties is predictable. Notices will be filed by FHFA in each of the four cases to alert the District Courts courts that FHFA took this action. The JPMDL Proceeding, filed Tues., Mar. 15, 2016, is captioned In re: Third Amendment Litigation and is currently identified as Pending No. 28. FANNIE MAE & FREDDIE MAC: New Shareholder Suits in Del. & Va. Cts. ------------------------------------------------------------------ Fannie Mae and Freddie Mac preferred shareholder Timothy J. Pagliara filed lawsuits in the Delaware and Virginia state courts this week demanding that he be allowed to inspect the GSEs' corporate records related to the Net Worth Sweep arrangement under which the housing finance giants have turned over 100% of their profits to the U.S. Treasury since 2012 and say they're contractually obligated to do so in perpetuity. Fannie Mae and Freddie Mac were placed under conservatorship at the height of the financial crisis in late 2008. When the companies returned to profitability in 2012, the terms of their agreements with the U.S. Department of Treasury were amended to force them to turn over every all their profits to the Treasury every quarter. This so-called Net Worth Sweep has prompted several shareholder lawsuits. Mr. Pagliara's two complaints: * Pagliara v. Fannie Mae, Case No. 12105 (Del. Ch. Ct.) -- a copy of which is available at http://goo.gl/hczaoT at no charge -- and * Pagliara v. Freddie Mac, Case No. 2016-03860 (Va. Cir. Ct., Fairfax Cty.) -- a copy of which is available at http://goo.gl/m4S93bat no charge -- are the first to focus on a shareholder's right to inspect corporate records pursuant to the state corporate laws under which each company operates. In Delaware, Mr. Pagliara is represented by: C. Barr Flynn, Esq. Emily V. Burton, Esq. Lakshmi A. Mutha, Esq. Benjamin M. Potts, Esq. Meryem Y. Dede, Esq. YOUNG CONAWAY STATGATT & TAYLOR LLP Rodney Square 1000 N. King Street Wilmington, DE 19801-0391 Telephone (302) 571-6692 In Virginia, Mr. Pagliara is represented by: N. Thomas Connally, Esq. Christopher T. Pickens, Esq. HOGAN LOVELLS US LLP Park Place II 7930 Jones Branch Drive, Ninth Floor McLean, VA 22102 Telephone (703) 610-6100 Mr. Pagliara admits in his lawsuits that there's a lot he knows about the Net Worth Sweep, and a lot he can infer from what he knows. But there is much he does not know, particularly about the participation of Fannie and Freddie's board of directors in those transactions. He's after those records so he can better evaluate potential claims that he may bring. Mr. Pagliara's lawyers asked Fannie Mae and Freddie Mac for relevant records in Jan. 2016 and told the companies to halt future payments to the U.S. Treasury. The Federal Housing Finance Agency responded by saying that the Housing and Economic Recovery Act of 2008 stripped GSE shareholders of their rights under state law and that the GSEs' boards of directors have no fiduciary duties to anyone but FHFA. Mr. Pagliara is the founder of CapWealth Advisors. He is also the executive director of Investors Unite, a coalition of individual investors committed to preserving shareholder rights for those invested in Freddie Mac and Fannie Mae. Mr. Pagliara is not acting on behalf of Investors Unite in this litigation. FELD LIMITED: Associated Bank Objects to Cash Collateral Use ------------------------------------------------------------ Associated Bank, National Association, objects to Feld Limited Partnership's motion for interim authority to use cash collateral, complaining that the Debtor's financial projections do not include payments for property or liability insurance and include several proposed uses that are either inappropriate or lack explanation to justify such uses of the cash collateral. Associated Bank says it is concerned with the Debtor's financial projections, which indicate that beginning in April the Debtor will have a monthly loss of almost $18,000, as the bank will begin to suffer a monthly decline in the value of its interest in the property of the bankruptcy estate that serves as collateral for the obligations of the Debtor. Furthermore, Associated Bank contends that Humana vacating the Debtor's 65,000-square feet of office space at the end of March will result in a decrease of approximately $112,000 in monthly rental revenue or more than 52% of the Debtor's current monthly rental revenue. Associated Bank asserts that the Debtor's proposed of $22,500 is insufficient to cover the accrual of 2016 real estate taxes for the real properties that secure the obligations of the Debtor to Associated Bank and thus fails to adequately protect Associated Bank and should be increased to $25,000 per month. In response to the bank, the Debtor counters that it intends to escrow one-twelfth of the actual 2015 real estate taxes each month in the amount of $21,987. According to the Debtor, Associated Bank does not have a perfected lien in the pre-petition accounts of the Debtor which were not it’s at institution, and those accounts and other financial assets amount to approximately $500,000. The Debtor further tells the Court of its intent to pay interest only at the contract rate during the pendency of the reorganization process, thus, by the Debtor’s calculations it has adequate funds which are not the cash collateral of Associated Bank to pay both the tax escrow and the interest payment indefinitely. The Debtor asserts that in the short run, Associated Bank is more than adequately protected by the Debtor’s proposal. The Debtor further say that it has significant unencumbered cash and it possesses the talent and experience in its staffs to secure tenants for the vacant property, design and buildout space for the tenants’ specifications, and manage the properties once rented leaving the Collateral with significant cushion in value. This process will build the productivity and value of the Debtor’s assets more quickly than any other method which could be proposed by Associated Bank or any party in interest, the Debtor claims. Judge Susan V. Kelley of the U.S. Bankruptcy Court for the Eastern District of Wisconsin granted extension of the Debtor's authority to use Cash Collateral on interim basis until March 9, 2016. Feld Limited Partnership is represented by: Paul G. Swanson, Esq. STEINHILBER, SWANSON, MARES, MARONE & McDERMOTT 107 Church Ave., P.O. Box 617 Oshkosh, WI 54903-0617 Telephone: (920) 235-6690 Facsimile: (920) 426-5530 E-mail: pswanson@oshkoshlawyers.com Associated Bank, National Association is represented by: Ronald F. Metzler, Esq. METZLER, TIMM, TREVELEN, S.C. 222 Cherry Street Green Bay, WI 54301-4223 Telephone: (920) 435-9393 Facsimile: (920) 435-8866 Email: rmetzler@titletownlaw.com About Feld Limited Partnership Feld Limited Partnership, engaged in the business of leasing and managing real properties in the Madison and Green Bay areas, filed a Chapter 11 bankruptcy petition (Bank. E.D. Wisc. Case No. 16-20826) on Feb. 3, 2016. Dennis J. Feld signed the petition as general partner. The Debtor disclosed total assets of $15.17 million and total debts of $7.50 million. Steinhilber, Swanson, Mares, Marone & McDermott serves as the Debtor's counsel. FMC TECHNOLOGIES: Egan-Jones Cuts Sr. Unsecured Rating to BB+ ------------------------------------------------------------- Egan-Jones Ratings Company lowered the senior unsecured rating on debt issued by FMC Technologies Inc. to BB+ from BBB- on March 1, 2016. FMC Technologies, Inc. designs, manufactures, and services systems and products used in offshore, particularly deepwater, exploration and production of crude oil and natural gas. FOREST PARK FORT WORTH: $4M Loan From TBK Requires Sale by June --------------------------------------------------------------- Forest Park Medical Center at Fort Worth, LLC, supplemented its motion to obtain DIP financing from TBK Bank SSB ("Triumph") to disclose additional details regarding the proposed $4 million DIP financing. The Debtor said that as of March 1, 2016, none of the estate's professionals have received any payments for postpetition services. Consequently, the budget reflects draws against the loan facility during the week of March 7, 2016, to be used to pay restructuring/Chapter 11 disbursements. These funds will be used to make a retainer payment to the Hospital's professionals equal to their approximate fees and expenses for the months of January and February 2016, and the professionals' estimated fees and expenses for the month of March 2016. However, these funds may not be actually paid to any of the professionals except pursuant to an order entered by the Court. The Debtor filed a motion on Feb. 26 to establish procedures for interim compensation and reimbursement of professionals, which motion is set for hearing at the same time as the DIP Financing Motion. The Hospital proposes to pay on a weekly basis to the estate's professionals based upon the weekly amounts set forth in the budget. The Supplemental Motion includes the proposed form of Loan and Security Agreement, which will evidence the extension of credit. The Loan Agreement is still subject to further negotiation between the parties. Also included is a proposed stipulation dismissing an adversary proceeding against Jefe Plover Interest, Ltd. The Debtor has commenced an adversary proceeding to challenge the validity of the security interest granted to Jefe Plover. The parties' stipulation provides that Jefe Plover will subordinate its liens to the rights granted to the DIP Lender, and Jefe Plover will have an allowed claim of $2,550,000 against the Hospital. The proposed final order approving the DIP Financing authorizes the Debtors to obtain a revolving credit facility of up to $4 million. The DIP facility will mature within one year from the closing date. The DIP facility requires the Debtor to comply with sale milestones, including: * Filing a motion seeking approval of the sale of substantially all assets by May 27, 2016. * Obtaining entry of an order approving the sale by June 14, 2016; and * Closing a sale that substantially repays in full the DIP Financing by June 24, 2016. A copy of the Supplemental Motion is available for free at: http://bankrupt.com/misc/Forest_P_FW_138_Supp_DIP_M.pdf About FPMC at Fort Worth Forest Park Medical Center at Fort Worth, LLC, is a doctor-owned Texas limited liability company that owns and operates the Forest Park Medical Center, a state of the art medical facility, including private rooms, family suites and intensive care rooms located in West Fort Worth, Texas. The hospital employs 175 persons on a full-time or part-time basis. The hospital offers a broad range of surgical services. Forest Park Medical Center at Fort Worth filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 16-40198) in Ft. Worth, Texas, on Jan. 10, 2016. Judge Russell F. Nelms presides over the case. The Debtor estimated assets of $10 million to $50 million and debt of $50 million to $100 million. J. Robert Forshey, Esq., and Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, serve as the Debtor's Chapter 11 counsel. Ronald Winters at Alvarez & Marsal Healthcare Industry Group, LLC serves as the Debtor's CRO. The Debtor tapped SSG Advisors, LLC and Chiron Financial Group, Inc. as co-investment bankers. Vibrant Healthcare Fort Worth, LLC and FPMC Services, LLC run the Debtor's hospital in Forth Worth. Vibrant is the manager of the hospital operations of Debtor, and FPMC Services employs the employees at Debtor's hospital and those dedicated to servicing the hospital's "back office" operations. They are represented by William A. Brewer III, Esq., Michael J. Collins, Esq., and Robert M. Millimet, Esq., at Brewer, Attorneys & Counselors. An Official Committee of Unsecured Creditors has been appointed in this case by the United States Trustee, and is represented by Cole Schotz PC and Arent Fox, LLP lawyers. CohnReznick serves as the panel's financial advisors. The Committee consists of (i) Pro Silver Star Limited; (ii) Summit Spine, LLC; and (iii) Vintage Medical, LLC. The Committee selected Pro Silver to serve as Committee Chairperson. FOREST PARK FORT WORTH: Can Access Cash Collateral Until March 24 ----------------------------------------------------------------- Judge Russell F. Nelms on March 4, 2016, entered a fourth interim order authorizing Forest Park Medical Center at Fort Worth, LLC, to use cash collateral. Jefe Plover -- which asserts a security interest in the Debtor's accounts -- and Forest Park I, LLC and Forest Park II, LLC -- which assert a security interest in the Hospital's inventory -- will receive replacement liens. The Debtor can use cash collateral in accordance with a budget, subject to a 10% variance for items reflected in the budget. A continued hearing on the Debtor's motion to use cash collateral is scheduled for March 24, 2016, at 9:30 a.m. A copy of the 4th Interim Cash Collateral Order is available for free at: http://bankrupt.com/misc/Forest_P_FW_151_4th_Int_Cash_Ord.pdf About FPMC at Fort Worth Forest Park Medical Center at Fort Worth, LLC, is a doctor-owned Texas limited liability company that owns and operates the Forest Park Medical Center, a state of the art medical facility, including private rooms, family suites and intensive care rooms located in West Fort Worth, Texas. The hospital employs 175 persons on a full-time or part-time basis. The hospital offers a broad range of surgical services. Forest Park Medical Center at Fort Worth filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 16-40198) in Ft. Worth, Texas, on Jan. 10, 2016. Judge Russell F. Nelms presides over the case. The Debtor estimated assets of $10 million to $50 million and debt of $50 million to $100 million. J. Robert Forshey, Esq., and Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, serve as the Debtor's Chapter 11 counsel. Ronald Winters at Alvarez & Marsal Healthcare Industry Group, LLC serves as the Debtor's CRO. The Debtor tapped SSG Advisors, LLC and Chiron Financial Group, Inc. as co-investment bankers. Vibrant Healthcare Fort Worth, LLC and FPMC Services, LLC run the Debtor's hospital in Forth Worth. Vibrant is the manager of the hospital operations of Debtor, and FPMC Services employs the employees at Debtor's hospital and those dedicated to servicing the hospital's "back office" operations. They are represented by William A. Brewer III, Esq., Michael J. Collins, Esq., and Robert M. Millimet, Esq., at Brewer, Attorneys & Counselors. An Official Committee of Unsecured Creditors has been appointed in this case by the United States Trustee, and is represented by Cole Schotz PC and Arent Fox, LLP lawyers. CohnReznick serves as the panel's financial advisors. The Committee consists of (i) Pro Silver Star Limited; (ii) Summit Spine, LLC; and (iii) Vintage Medical, LLC. The Committee selected Pro Silver to serve as Committee Chairperson. FOREST PARK MEDICAL: Hires Spector & Johnson as Counsel ------------------------------------------------------- Forest Park Medical Center, LLC seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Spector & Johnson, PLLC as counsel. The Debtor requires Spector & Johnson to: (a) provide legal advice with respect to its powers and duties as debtor-in-possession; (b) prepare and pursue confirmation of a plan and approval of a disclosure statement; (c) prepare on behalf of the Debtor necessary applications, motions, answers, orders, reports and other legal papers; (d) appear in Court and protect the interests of the Debtor before the Court; and (e) perform all other legal services for the Debtor which may be necessary and proper in the proceeding. Spector & Johnson will be paid at these hourly rates: Howard Marc Spector $325 Nathan M. Johnson $300 Spector & Johnson will also be reimbursed for reasonable out-of-pocket expenses incurred. Spector & Johnson received funds pre-petition in the amount of $80,000. Of this amount, $1,717 was deducted for the filing fee for the case and an additional $1,325 was deducted to pay for pre-petition services rendered. Of the remaining $76,958, $38,000 is earmarked to serve as a retainer for the firm for post-petition services, leaving a surplus of $38,958 in the firm's IOLTA account. Howard Marc Spector, member-manager of Spector & Johnson, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Spector & Johnson can be reached at: Howard Marc Spector, Esq. Nathan M. Johnson, Esq. SPECTOR & JOHNSON, PLLC 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (214) 365-5377 Fax: (214) 237-3380 E-mail: hspector@spectorjohnson.com Forest Park Medical Center, LLC, based in Dallas, Texas, sought Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No. 16-40302) on February 21, 2016. Howard Marc Spector, Esq., at Spector & Johnson PLLC, serves as counsel to the Debtor. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. The petition was signed by David Genecov, chairman of the Board of Managers. FOREST PARK MEDICAL: Taps BlackBriar Advisors to Provide CRO ------------------------------------------------------------ Forest Park Medical Center, LLC seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Texas to employ BlackBriar Advisors, LLC as financial advisors and provide Robert Schleizer as chief restructuring officer as of the February 21, 2016 petition date. Mr. Schleizer and BlackBriar Advisors will provide the ordinary course duties of a Chief Restructuring Officer and financial advisor, including: (a) managing the Debtor's Chapter 11 case, including, without limitation, management and oversight of any sale of the Debtor's assets and development of a Disclosure Statement and Plan of Reorganization, if needed; (b) marketing the Debtor's Hospital for sale in conjunction with, or separately from, the sale of the non-owned real estate upon which the Hospital is located; (c) assisting in obtaining and presenting information required by parties-in-interest in the Debtor's bankruptcy process including any official committee appointed by the United States Bankruptcy Court for the Eastern District of Texas; (d) providing assistance in such areas as testimony before this Court on matters that are within the scope of this engagement and within his area of Mr. Schleizer's testimonial competencies; (e) assisting with such other matters as may be requested that fall within Mr. Schleizer's expertise and that are mutually agreeable; and (f) providing such professional services are necessary to the Debtor's restructuring efforts and in the ongoing operation and management of the Debtor's businesses while subject to Chapter 11 of the Bankruptcy Code. Blackbriar Advisors will be paid at these hourly rates: Robert Schleizer $395 Randall Kurtz $395 Harold Kessler $395 Chrystal Haag Morris $345 Directors $295 Senior Financial Analyst $245 Financial Analyst $195 BlackBriar Advisors will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Schleizer and BlackBriar Advisors, LLC are to receive a retainer from funds currently held by the Debtor's counsel in the amount of $25,000. Mr. Schleizer, managing partner and founder of BlackBriar Advisors, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. BlackBriar Advisors can be reached at: Bob Schleizer Blackbriar Advisors, LLC 901 Main Street, Suite 600 Dallas, TX 75202 Tel: (214) 599-8600 E-mail: bschleizer@blackbriaradvisors.com Forest Park Medical Center, LLC, based in Dallas, Texas, sought Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No. 16-40302) on February 21, 2016. Howard Marc Spector, Esq., at Spector & Johnson PLLC, serves as counsel to the Debtor. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. The petition was signed by David Genecov, chairman of the Board of Managers. FRANKLIN INTERNATIONAL: Case Summary & Unsecured Creditor --------------------------------------------------------- Debtor: Franklin International Partners Corp 24827 Sweetgrass Court Murrieta, CA 92563 Case No.: 16-12260 Chapter 11 Petition Date: March 14, 2016 Court: United States Bankruptcy Court Central District of California (Riverside) Debtor's Counsel: Marc A Duxbury, Esq. COUNTY LAW CENTER 1901 Camino Vida Roble, Ste 114 Carlsbad, CA 92008 Tel: 760-438-5291 E-mail: info@countylawcenter.com Total Assets: $1.73 million Total Liabilities: $756,881 The petition was signed by Leon Lamarr Franklin, president. The Debtor's list of top unsecured creditors only contains a lone entry, Barclays Bank Business Services with a claim of $3,000, A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb16-12260.pdf FREEDOM ACADEMY: S&P Assigns 'BB' Rating on $6.1MM Revenue Bonds ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' rating to Phoenix Industrial Development Authority, Ariz.'s $6.1 million series 2016 fixed-rate education facility revenue bonds issued for Freedom Academy. The outlook is stable. "The rating reflects our assessment of the academy's uneven demand profile with a lack of a meaningful waitlist, turnover in leadership which has led to declines in enrollment at the Pima Campus, only adequate pro forma maximum annual debt service coverage, and an average debt burden for the rating," said Standard & Poor's credit analyst Luke Gildner. Factors supporting the rating include the school's solid balance sheet metrics characterized by strong liquidity, a history of consistent operating surpluses, and solid academic performance. The stable outlook reflects S&P's expectation that during the next year management will meet enrollment projections and operations will continue to be positive on a full accrual basis. S&P do not expect to take a positive rating action during the one-year outlook period; however, S&P could take a positive rating action over a longer term if the charter school can sustain enrollment growth at both campuses while continuing to produce operating results that are consistent with a higher rating. S&P could lower the rating if maximum annual debt service falls below 1.0x for consecutive years, enrollment does not meet projections, operations weaken, or the balance sheet deteriorates significantly. Freedom Academy operates two kindergarten through eighth grade charter schools located in the Scottsdale, Ariz. area. The two campuses, known as Pima Campus and Paradise Campus, were historically situated in leased facilities. FREEDOM COMMUNICATIONS: Selects $45.5-Mil. Lead Offer ----------------------------------------------------- Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review, reported that Freedom Communications Inc., the bankrupt publisher of the Orange County Register, has selected a $45.5 million offer from newspaper publisher Digital First Media to lead an auction for its assets. According to the report, a lead, or stalking-horse, bidder is named in an auction to set a floor price for assets on the auction block. The selection of Digital First ensures that Freedom, which also publishes the Riverside Press-Enterprise and holds a number of real estate assets, will sell for at least $45.5 million, the report related. In exchange for the early offer, Digital First, whose largest shareholder is private equity firm Alden Global Capital LLC , will be entitled to a $200,000 fee if the assets are sold to another bidder, the report further related. About Freedom Communications Headquartered in Santa Ana, California, Freedom Communications, Inc., owns two daily newspapers -- The Press-Enterprise in Riverside, Calif. and The Orange County Register in Santa Ana, Calif. Freedom Communications, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Lead Case No. 15-15311) on Nov. 1, 2015, with the intention of selling their assets to a group of local investors led by Rich Mirman,Freedom's chief executive officer and publisher. Richard E. Mirman, the chief executive officer, signed the petitions. Freedom Communications Holdings estimated both assets and liabilities in the range of $10 million to $50 million. Lobel Weiland Golden Friedman LLP serves as the Debtors' counsel. GEORGE JOHNSON: Court Must Revisit Student Debt Dischargeability ---------------------------------------------------------------- Diane Davis, writing for Bloomberg Brief, reported that student loan guarantor Educational Credit Management Corporation (ECMC) is getting another chance in bankruptcy court to show that the debtors' discharge of their student loans in bankruptcy was improper, a federal district court in Kansas held on March 1. According to the report, Judge Julie A. Robinson of the U.S. District Court for the District of Kansas vacated the bankruptcy court's decision, concluding that the case should be remanded for further proceedings to make more complete findings under the second and third factors of the Brunner test and the impact of the Income Based Repayment plan on the bankruptcy court's good faith analysis. Since courts are divided on this issue, the outcome for the debtors' student loan debt could go either way, depending on the bankruptcy court's findings, the report said. The Tenth Circuit (where appeals from the District of Kansas are made) has joined eight other circuits in adopting the three-part test set forth in Brunner v. New York State of Higher Education Services, 831 F.2d 395 (2d Cir. 1987), to determine what constitutes "undue hardship" for purposes of determining whether a student loan debt may be discharged in bankruptcy under Bankruptcy Code Section 523(a)(8), the report related. The three-part test in Brunner includes: "(1) that the debtor cannot maintain, based on current income and expenses, a 'minimal' standard of living for herself and her dependents if forced to repay the loans; (2) that additional circumstances exist indicating that this state of affairs is likely to persist for a significant portion of the repayment period of the student loans; and (3) that the debtor has made good faith efforts to repay the loans." ECMC contended that the bankruptcy court's decision to discharge debtors' George and Melanie Johnson's student loan debt was improper because the debtors didn't meet the second and third prongs under Brunner, the report further related. The bankruptcy court determined that the repayment period of the loan had already expired, which was not supported by the evidence, the report added. The district court remanded the case for further analysis and clarification on whether George's unemployment is temporary, his future earning potential, and the correct repayment period of the loan, the report said. GLOBAL PAYMENTS: Moody's Assigns Ba2 CFR & Rates $4.8BB Debt Ba2 ---------------------------------------------------------------- Moody's Investors Service assigned to Global Payments Inc. a Ba2 Corporate Family Rating and Ba2 ratings to the company's $4.8 billion of existing and proposed senior secured credit facilities. The ratings have a stable outlook. Moody's also assigned to Global Payments a Speculative Grade Liquidity Rating of SGL-1. The company will use cash on hand, proceeds from the new credit facilities and a common stock issuance to finance the pending acquisition of Heartland Payment Systems, Inc. for approximately $4.3 billion. RATINGS RATIONALE Moody's estimates that pro forma for the acquisition, Global Payments' total debt to EBITDA (Moody's adjusted) will be approximately 5.8x, before including $125 million of cost synergies that Global Payments expects to achieve by fiscal year-end 2018. The Ba2 rating is based on Moody's expectation that Global Payments' leverage will decline to below 4x by year-end 2017, from a combination of EBITDA growth of at least mid-teens percentages and debt reduction. Moody's leverage ratio includes estimated average outstanding balances under the company's short term lines of credit to facilitate fund settlements, which add about a half turn to total debt to EBITDA ratio. The rating is supported by Global Payments' recurring, transaction-based revenues and Moody's expectation that the combined companies will generate organic net revenue growth in the high single digit percentages on a constant currency basis. The acquisition of Heartland will enhance Global Payments' operating scale and direct sales distribution capability in the US. However, initial leverage is high and the rating incorporates Global Payments' elevated execution risk in integrating its largest acquisition. The risks are tempered by Global Payments' very good prospective liquidity and Moody's opinion that integration will not disrupt Heartland's existing direct sales channels or its unique sales incentive plans in a meaningful way in the near term. The Ba2 rating further reflects management's commitment to deleverage and maintain leverage in the 2.5x to 3.5x range on its reported basis, which excludes outstanding borrowings under short-term credit lines for fund settlement. The stable ratings outlook reflects Moody's expectation that Global Payments will generate strong net revenue growth and debt balances will steadily decline over the next 12 to 18 months. The SGL-1 Speculative Grade Liquidity Rating is based on Moody's view that Global Payments will maintain very good liquidity, principally consisting of it prospective free cash flow and approximately $325 million of availability under the long-term revolving line of credit. Moody's could downgrade Global Payments' ratings if organic net revenue growth weakens materially, or Moody's believes that weak operating performance or changes in financial policies will cause total debt to EBITDA (Moody's adjusted) to remain above 4.5x and free cash flow falls to the mid-single digit percentages of total adjusted debt for an extended period of time. The rating could be upgraded if the company maintains strong operating cash flow growth and Moody's believes that Global Payments could maintain total debt to EBITDA below 3.5x, while accommodating moderate-sized tuck-in acquisitions and share repurchases. Ratings Assigned: Issuer: Global Payments Inc. Corporate Family Rating - Ba2 Probability of Default Rating - Ba2-PD $1.25 billion of senior secured revolving credit facility - Ba2 (LGD 3) $1.75 billion of senior secured Term Loan A facility - Ba2 (LGD 3) $735 million of senior secured Term Loan A-2 facility - Ba2 (LGD 3) $1.045 billion of senior secured Term Loan B facility - Ba2 (LGD 3) Speculative Grade Liquidity Rating - SGL-1 Outlook Stable Outlook Global Payments is a leading provider of merchant acquiring and payment technology services to merchants in 29 countries. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. GORDIAN MEDICAL: Court Enters Final Decree Closing Chapter 11 ------------------------------------------------------------- The Hon. Mark S. Wallace of the U.S. Bankruptcy Court for the Central District of California entered a final decree closing the Chapter 11 case of Gordian Medical, Inc. The Reorganized Debtor is authorized and directed to take all actions necessary and appropriate to wind-up the affairs of the case including, but not limited to paying any outstanding quarterly fees to the Office of the U.S. Trustee. The Debtor was represented by: Malhar S. Pagay, Esq. PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., 13th Floor Los Angeles, CA 90067 Tel: (310) 277-6910 Fax: (310) 201-0760 E-mail: mpagay@pszjlaw.com As reported by the Troubled Company Reporter on June 3, 2015, Judge Wallace has confirmed the Debtor's Second Amended Plan of Reorganization dated April 27, 2015. The Plan provides for the payment in full plus interest to all holders of allowed claims. No rights of creditors have been impaired under the Plan. The Plan requires payments of approximately $13.7 million to creditors on the Effective Date; the Debtor has access to approximately $18 million to fund those payments. The Plan will require monthly payments of approximately $305,000 for 84 months and the Court finds that the Debtor will have sufficient cash flow to make those monthly payments. The Court ruled that the Debtor has met the burden of proving the elements of Sections 1129(a) and (b) of the Bankruptcy Code by a preponderance of evidence. The Debtor did not file a Disclosure Statement and did not solicit votes on the Plan as no classes of creditors are impaired under the Plan. The judge ruled that the Plan contains adequate information for creditors and interest holders to make the required "informed judgment" about the Plan. A copy of the Court's findings of fact and conclusions of law with regard to the Debtor's Second Amended Plan is available for free at: http://bankrupt.com/misc/Gordian_Medical_Plan_Findings.pdf A red-lined copy of the Second Amended Plan is available for free at: http://bankrupt.com/misc/Gordian_2nd_Am_Plan_Redline.pdf About Gordian Medical Gordian Medical, Inc., dba American Medical Technologies, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-12339) in Santa Ana, California, on Feb. 24, 2012, after Medicare refunds were halted. Irvine, California-based Gordian Medical provides supplies and services to treat serious wounds. The Debtor has active relationships with and serves patients in more than 4,000 nursing facilities in 49 states with the heaviest concentration of the nursing homes being in the south and southeast sections of the United States. In its schedules, the Debtor disclosed $37.9 million in assets and $7.59 million in liabilities as of the Petition Date. Judge Mark S. Wallace oversees the case. Jeffrey L Kandel, Esq., Teddy M Kapur, Esq., Samuel R. Maizel, Esq., and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Debtor as counsel. Fulbright & Jaworski LLP serves as the Debtor's special regulatory counsel. Loeb & Loeb LLP serves as the Debtor's special tax counsel. GlassRatner Advisory & Capital Group LLC serves as the Debtor's financial advisor. The U.S. Trustee appointed five members to the Official Committee of Unsecured Creditors. The Committee is represented by Landau Gottfried & Berger LLP. GRAHAM GULF: Has Final Authority to Use Cash Collateral ------------------------------------------------------- Judge Henry A. Callaway of the U.S. Bankruptcy Court for the Southern District of Alabama gave Graham Gulf, Inc., final authority to use cash collateral securing its prepetition indebtedness and $1,000,000 in additional funding extended by the Debtor's president and ultimate beneficial owner of all equity interests in the Debtor, Janson Graham. According to the Debtor, the cash collateral and additional funding is necessary to avoid immediate and irreparable harm to its estate. The Cash Collateral will be used for the maintenance and preservation of the Debtor's assets, collection of its accounts receivable, and payment of items. In addition to Cash Collateral arising from the collection of customer accounts as contemplated by the Budget, Judge Callaway also authorized the Debtor to use Cash Collateral resulting from the recent tax refund received from the Internal Revenue Service in the amount of $72,270 and the insurance proceeds received in the amount of $170,489. The Budget provides, among other things, that the Debtor will pay Wells Fargo Professional Fee Advances for reimbursement of Wells Fargo's professional fees incurred in connection with the Bankruptcy Case $50,000 plus an additional $13,500 each week commencing the week of Sept. 19, 2015, and the Debtor will pay to Wells Fargo interest payments in the amount of $152,000 per month. Judge Callaway further orders that no proceeds of the Pre-Petition Collateral or any asset which the Debtor obtains after the Petition Date in which Wells Fargo has a lien may be utilized to finance any claims or causes of action against Wells Fargo arising from or relating to the Pre-Petition Loan Documents or the Interim Orders, except as specifically provided by the Interim Orders and the Final Order. However, the Committee is not preclude the use of Cash Collateral to pay up to $20,000.00 for professional fees, disbursements, costs, or expenses incurred in connection with the investigation of Pre-Petition Liens. The Debtor is also directed to escrow $110,000 of insurance proceeds in a separate Insurance Proceeds Account for which all valid liens shall attach and to maintain a Minimum Liquidity Amount in its Collection, Payroll, and Operating Accounts a total deposits of no less than $100,000 as part of the adequate protection provided to Wells Fargo and the Pre-Petition Lenders, and as a condition of Wells Fargo’s consent to the use of its Cash Collateral. A full-text copy of the Final Order with Budget is available at http://bankrupt.com/misc/GRAHAMcashcolord0202.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. HARTFORD & SONS: Approval of Deal Isn't "Final" Order ----------------------------------------------------- Diane Davis, writing for Bloomberg Brief, reported that a bankruptcy court's order approving a settlement regarding fraudulent transfers and unauthorized post-petition transfer litigation claims isn't a final order, for purposes of appellate jurisdiction in a bankruptcy case, the U.S. Court of Appeals for the Seventh Circuit held March 4. According to the report, Judge Colin S. Bruce of the U.S. District Court for the Central District of Illinois, sitting by designation, concluded that the settlement order settled a "discrete issue" within a "discrete dispute," rather than a "discrete dispute" itself and therefore, the order isn't final for purposes of 28 U.S.C. § 158(d)(1). The court said the appeal must be dismissed for lack of jurisdiction, the report related. While the issue that appellant Schaumburg Bank & Trust Co., N.A. cares about may have been resolved, its basic dispute with the bankrupt estate hasn't been resolved and, thus, the judgment below isn't final, the appeals court said, the report further related. Hartford & Sons, LLC, filed for a Chapter 11 petition on August 30, 2013 (Bankr. N.D. Il. Case No. 13-34832). The petition was signed by Thomas Hartford, sole member. The Debtor's counsel is David R. Herzog, Esq. -- drhlaw@mindspring.com -- of HERZOG & SCHWARTZ, P.C. The Debtor estimated $1 million to $10 million in assets and debts. HASHFAST TECHNOLOGIES: Bitcoins Not Dollars in Bankr. Court ----------------------------------------------------------- Joyce E. Cutler, writing for Bloomberg Brief, reported that bitcoins are not equivalent to dollars, a federal bankruptcy judge ruled in a case of first impression involving a bitcoin mining operation. According to the report, the ruling, while limited to a clawback motion involving a blogger paid to promote Hashfast Technologies LLC, is the first in a bankruptcy court to address the cryptocurrency for any purpose in a reported decision in the United States, attorneys told Bloomberg BNA. "The court does not need to decide whether bitcoin are currency or commodities for purposes of the fraudulent transfer provisions of the bankruptcy code. Rather, it is sufficient to determine that, despite defendant's arguments to the contrary, bitcoin are not United States dollars," Judge Dennis Montali of the U.S. Bankruptcy Court for the Northern District of California ruled in a two-page order filed Feb. 22. About HashFast Technologies San Francisco, California-based HashFast Technologies LLC, a startup Bitcoin miner manufacturer-turned-chipmaker. Baker Hostetler LLP filed on behalf of Koi Systems, UBE Enterprises, Timothy Lam, Edward Hammond, and Grant Pederson, an involuntary Chapter 7 bankruptcy petition against HashFast Technologies (Bankr. N.D. Cal. Case No. 14-30725) on May 9, 2014. HOLDER GROUP: Asks Court to Dismiss Chapter 11 Bankruptcy Case -------------------------------------------------------------- The Holder Group Sundance, LLC, asks the U.S. Bankruptcy Court for the District of Nevada to dismiss its Chapter 11 case filed on February 9, 2015. Stephen R. Harris, Esq., at Harris Law Practice LLC, in Reno, Nevada -- steve@harrislawreno.com -- tells the Court that there are no remaining assets for the Debtor to administer or to continue to need the protection of the Bankruptcy Court, and there is no ability to file a plan of reorganization. On December 3, 2015, the Court approved the lease of the Debtor's real property to Winners Hotel and Casino, Inc., for purposes of operating a gambling casino. The lease has now been approved by the Nevada Gaming Control Board, and Winners has assumed possession of the property. Mr. Harris informs the Court that Winners will pay the monthly lease payments direct to the Debtor's primary secured creditors, Plumas Bank and Nevada State Bank. He adds that all unpaid fees and costs owed to the Debtor's general bankruptcy counsel and examiner will be paid from the proceeds of the purchase of the "bank roll," which will be paid by Winners in monthly payments of $2,500 until the total of $38,000 is paid in full. The Court will commence a hearing on April 6, 2016, at 10:00 a.m. to consider the request. About The Holder Group Sundance Reno, Nevada-based The Holder Group Sundance, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 15-50157) on Feb. 9, 2015. The petition was signed by Harold D. Holder Sr., the manager. Stephen R Harris, Esq., at Harris Law Practice LLC serves as the Debtor's counsel. The Debtor disclosed in its amended schedules $10,413,690 in assets and $5,845,301 in liabilities as of the Chapter 11 filing. HORSEHEAD HOLDING: Employs Lazard as Investment Banker ------------------------------------------------------ Horsehead Holding Corp., et al., ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ Lazard Freres & Co. LLC and Lazard Middle Market LLC, as their investment banker, nunc pro tunc to the Petition Date. Lazard will advise and assist the Debtors in connection with: -- reviewing and analyzing the Debtors' business, operations, and financial projections; -- evaluating the Debtors' potential debt capacity in light of their projected cash flows; -- assisting in the determination of a capital structure for the Debtors; -- assisting in the determination of a range of values for the Debtors on a going concern basis; -- advising the Debtors on tactics and strategies for negotiating with their stakeholders; -- rendering financial advice to the Debtors and participating in meetings or negotiations with the Debtors' stakeholders and rating agencies or other appropriate parties in connection with any amendment or restructuring; -- advising the Debtors on the timing, nature, and terms of new securities, other consideration, or other inducements to be offered pursuant to any restructuring; -- advising and assisting the Debtors in evaluating any potential financing transaction by the Debtors, including contacting potential sources of capital and assisting the Debtors in implementing such financing; -- assisting the Debtors in preparing documentation within Lazard' s area of expertise that is required in connection with any financing, amendment, sale, or restructuring; -- assisting the Debtors in identifying and evaluating candidates for any potential sale transaction, advising the Debtors in connection with negotiations and aiding in the consummation of any sale transaction; -- attending meetings of the Debtors' board of directors with respect to matters on which Lazard has been engaged to advise under the Engagement Letter; -- providing testimony, as necessary, with respect to matters on which Lazard has been engaged to advise under the Engagement Letter in any proceeding before the Court; and -- providing the Debtors with other financial restructuring advice. Lazard's fee structure provides that the Debtors will pay Lazard these fees: -- a monthly fee of $125,000; -- a fee, payable upon consummation of a financing calculated by multiplying the applicable fee percentage below by the total gross proceeds raised or committed in each financing: Funds Raised Fee ------------ --- First Lien Debt 1.50% Second Lien Debt 2.50% Unsecured Debt 3.50% Equity (other than Stifel Developed Equity Sales) 6.00% In the case of any Stifel Developed Equity Sale, if such sale is not made in conjunction with a restructuring, Lazard will be paid a financing fee equal to 2.00% of the gross proceeds raised or committed. Fifty percent (50%) of any Financing Fee will be credited (without duplication) against any subsequent Restructuring Fee or Sale Transaction Fee payable to Lazard. Lazard will also be paid a fee equal to $3,500,000 upon the consummation of a restructuring. If, whether in connection with the consummation of a restructuring or otherwise, the Debtors consummate a sale transaction incorporating all or a majority of the assets or all or a majority or controlling interest in the equity securities of the Debtors, and the Debtors have requested Lazard's assistance in negotiating and implementing the sale transaction, Lazard will be paid a fee equal to $3,500,000 plus 5.0% of the aggregate consideration over $500,000,000. For the avoidance of any doubt, the Debtors will pay either the restructuring fee or the sale transaction fee, as applicable, but not both. The Debtors intend that Lazard's services will complement, and not duplicate, the services to be rendered by any other professional retained by the Debtors in the chapter 11 cases. To the best of the Debtors' knowledge, Lazard is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Horsehead Holding Corp. Horsehead Holding Corp. is the parent company of Horsehead Corporation, a U.S. producer of specialty zinc and zinc-based products and a leading recycler of electric arc furnace dust; The International Metals Reclamation Company, LLC ("INMETCO"), a leading recycler of metals-bearing wastes and a leading processor of nickel-cadmium (NiCd) batteries in North America; and Zochem Inc., a zinc oxide producer located in Brampton, Ontario. Horsehead, headquartered in Pittsburgh, Pa., has seven facilities throughout the U.S. and Canada. The Debtors currently employ approximately 730 full-time individuals. Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal Products, LLC, The International Metals Reclamation Company, LLC, and Zochem Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10287 to 16-10291) on Feb. 2, 2016. The petition was signed by Robert D. Scherich as vice president and chief financial officer. Judge Christopher S. Sontchi is assigned to the case. The Debtors have engaged Kirkland & Ellis LLP as general counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, RAS Management Advisors, LLC as financial advisor, Lazard Middle Market LLC as investment banker, Epiq Bankruptcy Solutions, LLC as claims and noticing agent and Aird & Berlis LLP as Canadian counsel. The Debtors disclosed total assets of $1 billion and total liabilities of $544.6 million. As of the Petition Date, the Debtors' consolidated long-term debt obligations totaled approximately $420.7 million. HORSEHEAD HOLDING: Taps Aird & Berlis as Canadian Counsel --------------------------------------------------------- Horsehead Holding Corp., et al., asks the US. Bankruptcy Court for the District of Delaware for permission to employ Aird & Berlis LLP as their Canadian counsel nunc pro tunc to Feb. 2, 2016. A&B will advise the Debtors on relevant aspects of Canadian law and take all actions necessary to protect the Debtors' interests in connection with the Companies' Creditors Arrangement Act in accordance with that certain engagement letter dated Feb. 19, 2016. A&B will: -- provide legal services in connection with proceedings under the CCAA, before the Ontario Superior Court of Justice (Commercial List), including seeking recognition of the chapter 11 cases under the CCAA; and -- provide legal services which are reasonably necessary and appropriate to carry out the seeking of recognition, including, without limitation, advice and representation as it pertains to matters of Canadian law affecting the Debtors in connection with the chapter 11 proceedings. While certain aspects of the representation will necessarily involve both A&B and the Debtors' bankruptcy co-counsel Kirkland & Ellis LLP and Pachulski, the Debtors believe that A&B's services will complement, rather than duplicate, the services to be performed by such bankruptcy co-counsel. A&B will charge the Debtors its standard hourly rates for the duration of the engagement, which are: Partners C$450 - C$825 Associates C$245 - C$305 Law Clerk C$340 In addition to the compensation for services rendered, A&B will be reimbursed for all reasonable out-of-pocket expenses incurred relating directly to work performed for the Debtors. During the 90 days prior to the Petition Date, A&B received payment from the Debtors for professional services rendered in the ordinary course of business in the aggregate amount of C$74,575 in fees and C$424 in expenses, for a total of C$75,000, all amounts including applicable taxes. To the best of the Debtors' knowledge, A&B does not hold or represent any interest adverse to the Debtor or its estate with respect to the specific matters for which retention is sought. About Horsehead Holding Corp. Horsehead Holding Corp. is the parent company of Horsehead Corporation, a U.S. producer of specialty zinc and zinc-based products and a leading recycler of electric arc furnace dust; The International Metals Reclamation Company, LLC ("INMETCO"), a leading recycler of metals-bearing wastes and a leading processor of nickel-cadmium (NiCd) batteries in North America; and Zochem Inc., a zinc oxide producer located in Brampton, Ontario. Horsehead, headquartered in Pittsburgh, Pa., has seven facilities throughout the U.S. and Canada. The Debtors currently employ approximately 730 full-time individuals. Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal Products, LLC, The International Metals Reclamation Company, LLC, and Zochem Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10287 to 16-10291) on Feb. 2, 2016. The petition was signed by Robert D. Scherich as vice president and chief financial officer. Judge Christopher S. Sontchi is assigned to the case. The Debtors have engaged Kirkland & Ellis LLP as general counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, RAS Management Advisors, LLC as financial advisor, Lazard Middle Market LLC as investment banker, Epiq Bankruptcy Solutions, LLC as claims and noticing agent and Aird & Berlis LLP as Canadian counsel. The Debtors disclosed total assets of $1 billion and total liabilities of $544.6 million. As of the Petition Date, the Debtors' consolidated long-term debt obligations totaled approximately $420.7 million. HORSEHEAD HOLDING: Taps Epiq Bankruptcy as Administrative Advisor ----------------------------------------------------------------- Horsehead Holding Corp., et al., ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ Epiq Bankruptcy Solutions, LLC as administrative advisor nunc fro tunc to Feb. 2, 2016. Epiq will, among other things, provide these bankruptcy administrative services, if and to the extent the Debtors request: a. assist with, among other things, solicitation, balloting, tabulation, and calculation of votes, well as preparing any appropriate reports, as required in furtherance of confirmation of plan of reorganization; b. generate an official ballot certification and testifying, if necessary, in support of the ballot tabulation results; c. generate, provide, and assist with claims objections, exhibits, claims reconciliation, and related matters; d. provide assistance with preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs; e. provide a confidential data room; f. manage any distributions pursuant to a confirmed plan of reorganization; and g. provide such other claims processing, noticing, solicitation, balloting, and administrative services described in the Services Agreement, but not included in the Section 156(c) application, as may be requested from time to time by the Debtors. Prior to the Petition Date, the Debtors provided Epiq a retainer in the amount of $20,000. Epiq seeks to first apply the retainer to all prepetition invoices, which retainer will be replenished to the original retainer amount, and thereafter, Epiq may hold such retainer during the cases as security for the payment of fees and expenses incurred under the services agreement. To the best of the Debtors' knowledge, Epiq is a "disinterested person," as that term is defined in Section 101(14) of the Bankruptcy Code. About Horsehead Holding Corp. Horsehead Holding Corp. is the parent company of Horsehead Corporation, a U.S. producer of specialty zinc and zinc-based products and a leading recycler of electric arc furnace dust; The International Metals Reclamation Company, LLC ("INMETCO"), a leading recycler of metals-bearing wastes and a leading processor of nickel-cadmium (NiCd) batteries in North America; and Zochem Inc., a zinc oxide producer located in Brampton, Ontario. Horsehead, headquartered in Pittsburgh, Pa., has seven facilities throughout the U.S. and Canada. The Debtors currently employ approximately 730 full-time individuals. Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal Products, LLC, The International Metals Reclamation Company, LLC, and Zochem Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10287 to 16-10291) on Feb. 2, 2016. The petition was signed by Robert D. Scherich as vice president and chief financial officer. Judge Christopher S. Sontchi is assigned to the case. The Debtors have engaged Kirkland & Ellis LLP as general counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, RAS Management Advisors, LLC as financial advisor, Lazard Middle Market LLC as investment banker, Epiq Bankruptcy Solutions, LLC as claims and noticing agent and Aird & Berlis LLP as Canadian counsel. The Debtors disclosed total assets of $1 billion and total liabilities of $544.6 million. As of the Petition Date, the Debtors' consolidated long-term debt obligations totaled approximately $420.7 million. HORSEHEAD HOLDING: Taps Pachulski Stang as Conflicts Counsel ------------------------------------------------------------ Horsehead Holding Corp., et al., ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ Pachulski Stang Ziehl & Jones LLP as co-counsel and conflicts counsel nunc pro tunc to the Petition Date. PSZ&J will: a. provide legal advice regarding local rules, practices, and procedures; b. review and comment on drafts of documents to ensure compliance with local rules, practices, and procedures; c. file documents as requested by Kirkland & Ellis and coordinating with the Debtors' claims agent for service of documents; d. prepare agenda letters, certificates of no objection, certifications of counsel, and notices of fee applications and hearings; e. prepare hearing binders of documents and pleadings, printing of documents and pleadings for hearings; f. appear in Court and at any meeting of creditors on behalf of the Debtors in its capacity as co-counsel with Kirkland & Ellis; g. monitor the docket for filings and coordinating with Kirkland & Ellis on pending matters that need responses; h. prepare and maintain critical dates memorandum to monitor pending applications, motions, hearing dates and other matters and the deadlines associated with same; distributing critical dates memorandum with Kirkland & Ellis for review and any necessary coordination for pending matters; i. handle inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of these cases, and, to the extent required, coordinating with Kirkland & Ellis on any necessary responses; j. provide additional administrative support to Kirkland & Ellis, as requested; and k. serve as conflicts counsel for the Debtors with respect to any matters for which Kirkland & Ellis may have a conflict. The Debtors agreed that compensation will be payable to PSZ&J on an hourly basis, plus reimbursement of actual, necessary expenses and other charges incurred by PSZ&J. The current standard hourly rates are: a. Laura Davis Jones $1,050 b. James E. O'Neill $795 c. Joseph Mulvihill $425 d. Kathleen F. Finlayson $325 To the best of the Debtors' knowledge, PSZ&J is a "disinterested person" as that phrase is defined in Section 101(14) of the Bankruptcy Code. PSZ&J has received payments from the Debtors during the year prior to the Petition Date in the amount of $135,302, including the Debtors' aggregate filing fees for the cases, in connection with its prepetition representation of the Debtors. PSZ&J is current as of the Petition Date, but has not yet completed a final reconciliation of its prepetition fees and expenses. Upon final reconciliation of the amount actually expended prepetition, any balance remaining from the prepetition payments to the Firm will be credited to the Debtors and utilized as PSZ&J's retainer to apply to postpetition fees and expenses pursuant to the compensation procedures approved by this Court in accordance with the Bankruptcy Code. About Horsehead Holding Corp. Horsehead Holding Corp. is the parent company of Horsehead Corporation, a U.S. producer of specialty zinc and zinc-based products and a leading recycler of electric arc furnace dust; The International Metals Reclamation Company, LLC ("INMETCO"), a leading recycler of metals-bearing wastes and a leading processor of nickel-cadmium (NiCd) batteries in North America; and Zochem Inc., a zinc oxide producer located in Brampton, Ontario. Horsehead, headquartered in Pittsburgh, Pa., has seven facilities throughout the U.S. and Canada. The Debtors currently employ approximately 730 full-time individuals. Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal Products, LLC, The International Metals Reclamation Company, LLC, and Zochem Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10287 to 16-10291) on Feb. 2, 2016. The petition was signed by Robert D. Scherich as vice president and chief financial officer. Judge Christopher S. Sontchi is assigned to the case. The Debtors have engaged Kirkland & Ellis LLP as general counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, RAS Management Advisors, LLC as financial advisor, Lazard Middle Market LLC as investment banker, Epiq Bankruptcy Solutions, LLC as claims and noticing agent and Aird & Berlis LLP as Canadian counsel. The Debtors disclosed total assets of $1 billion and total liabilities of $544.6 million. As of the Petition Date, the Debtors' consolidated long-term debt obligations totaled approximately $420.7 million. HRK HOLDINGS: Exclusive Plan Filing Period Extended to May 14 ------------------------------------------------------------- HRK Holdings, LLC, and HRK Industries, LLC, sought and obtained an order from the Bankruptcy Court extending the time in which they must file their Chapter 11 plan and disclosure statement through and including May 14, 2016. Scott A. Stichter, Esq., at Stichter Riedel Blain & Postler, P.A., in Tampa, Florida -- sstichter@srbp.com -- told the U.S. District Court for the Middle District of Florida that the Debtors seek additional time because they are currently formulating a new marketing strategy to promote additional sales of the remaining parcels of HRK Holdings' real property in Manatee County, Florida. Mr. Stichter added that the Debtors have also filed a motion to compromise claims with certain defendants in the litigation pending in the Circuit Court of the Ninth Judicial Circuit, in and for Orange County, Florida, Case Number 2013-CA-000098-O. About HRK Holdings HRK Holdings and HRK Industries LLC filed for Chapter 11 protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on June 27, 2012. Judge K. Rodney May oversees the case. Barbara A. Hart, Esq., and Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser, P.A., represents the Debtors. HRK Holdings disclosed $33.4 million in assets and $26.09 million in liabilities in its revised schedules. According to the Debtors, the bankruptcy filing was necessitated by the immediate need to sell a portion of the remaining property to create liquidity for (a) funding the urgent management of the site-related environmental concerns; the benefit of creditors; funding a litigation filed by the Debtors; and funding of expenses related to additional sales of the remaining property. HRK Holdings is selling real property assets to Allied Universal Corp. and Mayo Fertilizer, Inc. The Court allowed HRK and the purchasers to enter into any modifications to the agreements without need of further Court approval, provided that no amendments will occur without prior consent of Regions Bank. I.E.C. RENTALS: Amends Schedules of Assets and Debt --------------------------------------------------- I.E.C. Rentals, Inc., in January filed with the U.S. Bankruptcy Court for the Middle District of Florida amended schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $7,016,582 B. Personal Property $2,097,282 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $6,062 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-Priority Claims $163,730 ----------- ----------- Total $9,113,864 $169,792 The Debtor disclosed total assets of $6,906,812 and the same amount of liabilities in the previous iteration of the schedules. A copy of the Amended Schedules is available for free at: http://bankrupt.com/misc/IEC_Rentals_135_Am_SAL.pdf About I.E.C. Rentals Naples, Florida-based I.E.C. Rentals, Inc., sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 15-02491) in Ft. Myers, Florida, on March 12, 2015. Robert E. Cadenhead, the director, signed the petition. The Debtor is represented by Joey M Grant, Esq., at Marshall Socarras Grant, in Boca Raton, Florida, as counsel. In December 2015, Jeffrey William Leasure was named Chapter 11 Trustee. The Trustee won approval to employ Daniel R. Fogarty and Stichter, Riedel, Blain & Postler, P.A. as counsel. Following the appointment of Mr. Leasure, the U.S. Trustee withdrew its bid to dismiss or convert the Chapter 11 case. INDIANA REGIONAL: Moody's Lowers Rating to Ba1; Outlook Negative ---------------------------------------------------------------- Moody's Investors Service downgrades Indiana Regional Medical Center's (IRMC) to Ba1 from Baa3, affecting $34.8 million of debt issued through the Indiana County Hospital Authority. The rating outlook is negative. The downgrade to Ba1 follows a new lower level of operating performance with margins constrained by weaker volumes, heavy competition in greater-Pittsburgh, and the potential for further dilution of balance sheet resources with campus construction and an underfunded defined benefit pension liability. IRMC's still strong liquidity position, its essential status as a sole community provider, and still sufficient debt measures, despite weakened operations, support the Ba1 at this time. Rating Outlook The negative outlook reflects IRMC's continuation of and significant deviation from expected performance through six-months of 2016. While Moody's acknowledges seasonality and more favorable volume patterns in the latter part of the year, liquidity will continue to decline with funding of committed capital projects and growth of its employed physician group. The outlook also incorporates our expectation of an imminent rating covenant violation and thinning headroom to other financial covenants contained in bond and bank documents. Factors that Could Lead to an Upgrade Restored and sustained operating margins to levels consistent with the Baa3 medians Material enterprise growth Factors that Could Lead to a Downgrade Decline in liquidity, outside of current expectations Inability to generate cash-flow sufficient to meet operating needs and sustain current balance sheet metrics Violation of bond or bank covenants which accelerates repayment or impairs bondholder security Increase in debt Loss of Sole Community Hospital status such that financial performance or market share is impacted Legal Security The Series 2014 fixed and variable rate bonds are to be secured by a Gross Revenue Pledge made by the Obligated Group comprised of Indiana Regional Medical Center and Indiana Healthcare Physician Services, Inc. The Members of the Obligated Group are jointly and severally obligated on all Obligations, which are issued pursuant to the Master Indenture. There is a Mortgage provided to Master Trustee, and a Debt Service Reserve Fund for the 2014A Bonds. Obligor Profile Indiana Healthcare Corporation and Affiliates', d/b/a Indiana Regional Medical Center (IRMC) is a single-hospital system with 164 licensed beds, 60 miles northeast of Pittsburgh, in Indiana Borough, PA, the county seat of Indiana County. IRMC is the leading healthcare provider in its primary service area and the county and is designated as a Sole Community Hospital by the Center for Medicare and Medicaid Services of the U.S. Department of Health and Human Services. INTERNATIONAL TECHNICAL: Wants June 16 as Plan Filing Deadline -------------------------------------------------------------- International Technical Coatings, Inc., asks the U.S. Bankruptcy Court for the District of Arizona to extend until June 16, 2016, the exclusive period within which to file a Chapter 11 plan and the exclusive solicitation period until Aug. 14, 2016. The Debtor says in its motion that its case is complex -- it Debtor has active operations in both Phoenix and Columbus, has over $50 million in assets and over $40 million in liabilities. In addition, the Debtor has hundreds of unsecured creditors and numerous and varied business relationships. The Debtor and its financial advisor believe that an additional time is necessary to prepare a plan that addresses the myriad of issues confronting this business. Those issues include: refinancing, the possible sale of assets, negotiations regarding ownership issues, addressing reclamation claims, and preparing the financial projections and the other accoutrements of a disclosure statement. The Debtor and its creditors are also awaiting the results of the 2014 and 2015 audits -- which the Debtor hopes to have no later than March 31, 2016. Those audits will assist the Debtor's understanding of its economic history and are a requirement to obtain financing. The Debtor assures the Court that it is making progress toward reorganization. Since the petition, the business has demonstrated substantial economic progress -- increasing its cash position by more than 500%. Further, the Debtor has begun discussions with the creditors regarding the shape of a plan of reorganization. The Debtor is also paying its post-petition obligations as they arise. The Official Committee of Unsecured Creditor takes no issue with the Debtor's request for a 90-day extension of the exclusivity period. The Committee reserves its rights to oppose any future requests for extensions of the exclusivity period. On March 14, 2016, Tommy Fisher, who has the largest economic interest of any creditor in this case, filed with the Court an objection to the extension, saying that he is prepared to move forward on a plan of reorganization to take the Debtor out of bankruptcy if exclusivity is denied. Mr. Fisher has provided a discussion term sheet of a plan to the Creditors' Committee with a commitment of millions of dollars to fund a plan. The Committee encouraged Mr. Fisher, but indicated that they would like to see the Debtor's projections on future income. Mr. Fisher is represented by: Ryley Carlock & Applewhite John J. Fries, Esq. One North Central Avenue, Suite 1200 Phoenix, AZ 85004-4417 On Dec. 23, 2015, the Debtor filed with the Court its schedules of assets and liabilities, disclosing: Schedule A/B: Assets-Real and Personal Property 1a. Real property: $4,418,328.00 1b. Total personal property: $53,296,590.23 ----------------- 1c. Total of all property: $57,714,918.23 Summary of Liabilities Schedule D: Creditors Who Have Claims Secured by Property $28,909,207.87 Schedule E/F: Creditors Who Have Unsecured Claims 3a. Total claim amounts of priority unsecured claims $39,543.61 3b. Total amount of claims of nonpriority amount of unsecured claims $11,401,572.07 ----------------- Total liabilities $40,350,323.55 A full-text copy of the Schedules, along with the list of the Debtor's 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/InternationalTechnical_124_SAL.pdf The Debtor first filed its Schedules on Dec. 9, 2015, disclosing $61,206,153.52 in total assets and $40,345,174 in total liabilities, a copy of which is available for free at: http://bankrupt.com/misc/InternationalTechnical_80_SAL.pdf About International Technical International Technical Coatings, Inc. is a Phoenix, Arizona-based steel wire manufacturer. It has facilities located in Phoenix, Arizona and Columbus, Ohio. ITC filed a Chapter 11 bankruptcy petition (Bank. D. Ariz. Case No. 15-14709) on Nov. 18, 2015. John Caldwel, the chairman, signed the petition. Judge Madeleine C. Wanslee is assigned the case. Bank of America Bank, N.A., which is owed more than $25.7 million in outstanding matured, defaulted loan obligations, applied for the appointment of a receiver over ITC on Oct. 28, 2015. The Maricopa County Superior Court held an initial hearing on the matter on Nov. 4. A final hearing on the appointment of a receiver was scheduled for Nov. 18 at 1:30 p.m. Unable to secure an agreement with the Bank prior to the scheduled hearing, ITC filed for Chapter 11 protection. In its petition, the Debtor estimated assets of $50 million to $100 million and liabilities of more than $10 million. The Debtor tapped Osborn Maledon, P.A., as bankruptcy counsel. Morris Anderson & Associates, Ltd. serves as its financial advisor. The Office of the U.S. Trustee appointed seven creditors to the official committee of unsecured creditors. Stinson Leonard Street, LLP represents the committee. The Law Offices of Michael W. Carmel, Ltd. serves as its conflicts counsel. The Committee retained KRyS Global, USA, as its financial advisor. Secured creditor Bank of America is represented by Robert J. Miller, Esq., Kyle S. Hirsch, Esq., and Amanda L. Cartwright, Esq., at Bryan Cave LLP. INTERPARK INVESTORS: Has Until June 13 to File Plan, Disclosures ---------------------------------------------------------------- Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, ordered Interpark Investors, LLC, to file Plan and Disclosure Statement by June 13, 2016. Counsel preparing the documents must submit preliminary drafts to the U.S. Trustee and creditors' counsel on the notice list in order that comments may be received before filing. The case is set for a status hearing on the filing of the plan and disclosure statement on June 16, at 10:30 a.m. Judge Doyle gave the Debtor until March 10 to file its schedules of assets and liabilities and statement of financial affairs. Interpark Investors, LLC is represented by: Peter J. Roberts, Esq. David R. Doyle, Esq. SHAW FISHMAN GLANTZ & TOWBIN LLC 321 North Clark Street, Suite 800 Chicago, Illinois 60654 Telephone : (312) 541-0151 Facsimile: (312) 980-3888 Email: proberts@shawfishman.com ddoyle@shawfishman.com Interpark Investors, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill., Case No. 16-04404) on February 12, 2016. The Debtor is a Single Asset Real Estate. The case is assigned to Judge Carol A. Doyle. The Debtor's counsel is Peter J Roberts, Esq., at Shaw Fishman Glantz & Towbin LLC, in Chicago, Illinois. The petition was signed by John J Fitzmaurice, manager of Interpark Manager, LLC, the Debtor's manager. J. CREW: TPG Said to Write Down Stake by 84% at End of 2015 ----------------------------------------------------------- Jodi Xu Klein and Sabrina Willmer, writing for Bloomberg Brief, reported that David Bonderman's TPG Capital cut the value of its stake in struggling clothing retailer J. Crew Group Inc. by 84 percent at the end of 2015. According to the report, citing documents, the private equity firm, which led a 2011 leveraged buyout of the company, told investors that its $478.6 million equity holding in J. Crew was lowered to $76 million. The retailer has been weighed down by $2.1 billion of debt, most of which was loaded on as TPG and Leonard Green & Partners took over. J. Crew bonds were the worstperforming in the U.S. retail sector last year, the report said. "The market, currently trading the company's debt at a big discount, is saying that it's unlikely that the equity has any value," David Tawil, co-founder of New York-based Maglan Capital LP, told Bloomberg. * * * The Troubled Company Reporter, on Sept. 4, 2015, reported that Standard & Poor's Ratings Services revised its outlook New York-based J. Crew Group Inc. to negative from stable. At the same time, S&P affirmed all ratings, including the 'B-' corporate credit rating. "The outlook revision reflects our expectation that operating performance will continue to be weak in the next several quarters, resulting in negative free operating cash flow generation in fiscal 2015," said credit analyst Helena Song. "We believe the specialty apparel industry will remain difficult and highly promotional because of increased competition and consumer caution and that J. Crew has not yet been able to adequately navigate these trends. The company's performance and credit metrics deteriorated meaningfully in fiscal 2014 and S&P expects the trend to continue in the remainder of fiscal 2015 and into 2016." KALOBIOS PHARMA: Offered Financing to Aid Drug Purchase ------------------------------------------------------- Christie Smythe and Steven Church, writing for Bloomberg Brief, reported that KaloBios Pharmaceuticals Inc., the drug company that plunged into bankruptcy after the arrest of its former Chief Executive Officer Martin Shkreli, is getting some help for its plan to buy a treatment for Chagas disease. According to the report, citing a court filing, hedge fund Black Horse Capital LP offered to buy at least 40 percent of the company for $10 million on condition that Shkreli hold no more than 20 percent of KaloBios's voting shares. Shkreli had owned about 50 percent of the stock before the bankruptcy, the report noted. At least a substantial portion of his stake was used to secure his $5 million bail after he was charged with securities fraud in December, the report said. The proposal would allow KaloBios to buy rights to drug benznidazole from Savant Neglected Diseases LLC, the report related. Under conditions of the deal, KaloBios must have $10 million in unencumbered cash when it exits bankruptcy protection, the report added. About KaloBios Pharmaceuticals Based in South San Francisco, Calif., KaloBios Pharmaceuticals, Inc., is a company biopharmaceutical company focused on the development of monoclonal antibody therapeutics. The Company's balance sheet at March 31, 2015, showed $32.0 million in total assets, $15.9 million in total liabilities, and a stockholders' deficit of $16.1 million. KaloBios Pharmaceuticals (Nasdaq: KBIO) on Dec. 29, 2015, filed a voluntary petition for bankruptcy protection under Chapter 11 of Title 11 of the United States Bankruptcy Code. The filing was made in the U.S. Bankruptcy Court for the District of Delaware (Case No. 15-12628). The Company is represented by Eric D. Schwartz of Morris, Nichols, Arsht & Tunnell. KEAHEY CARPENTER: Case Summary & 16 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Keahey Carpenter, Inc. dba Keahey Funeral Homes aka Keahey-Carpenter, Inc. 206 Stanley Avenue Andalusia, AL 36420 Case No.: 16-10479 Chapter 11 Petition Date: March 14, 2016 Court: United States Bankruptcy Court Middle District of Alabama (Dothan) Debtor's Counsel: J. Kaz Espy, Esq. ESPY, METCALF & ESPY, P.C. PO Drawer 6504 326 North Oates Street 36303 Dothan, AL 36302-6504 Tel: 334-793-6288 Fax: 334-712-1617 E-mail: lynnia@espymetcalf.com Total Assets: $1.10 million Total Liabilities: $1.24 million The petition was signed by Kymberly C. Keahey, president. A list of the Debtor's 16 largest unsecured creditors is available for free at http://bankrupt.com/misc/almb16-10479.pdf KIRWAN OFFICES: Involuntary Chapter 11 Case Summary --------------------------------------------------- Alleged Debtor: Kirwan Offices S.a r.l. 11/13 Boulevard de la Foire L-1528 Luxembourg Case Number: 16-22321 Involuntary Chapter 11 Petition Date: March 15, 2016 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Hon. Robert D. Drain Petitioners' Counsel: Jay M. Goffman, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Time Square New York, NY 10036 Tel: (212) 735-3000 Fax: (212) 735-2000 E-mail: JGoffman@skadden.com jay.goffman@skadden.com Petitioners Nature of Claim Claim Amount ----------- --------------- -------------- Mascini Holdings Limited Unsecured Loan EUR 24,894,359 2-4 Arch. Makarios III Avenue and Capital Center, 9th Floor $168,194,481 Nicosia 1065, Cyprus Lapidem Limited Unsecured Loan EUR 16,596,239 c/o Intertrust Services and (Cayman) Limited $112,131,987 190 Elgin Avenue, George Town Grand Cayman KY1-9005, Cayman Islands KLX INC: Moody's Lowers CFR to B1, Outlook Stable ------------------------------------------------- Moody's Investors Service downgraded the ratings of KLX Inc, including the Corporate Family Rating to B1 from Ba2, the Probability of Default Rating to B1-PD from Ba2-PD, and the senior unsecured notes to B2 from Ba3. The rating outlook is stable. Issuer: KLX Inc. These ratings were downgraded: Corporate Family Rating, downgraded to B1 from Ba2 Probability of Default Rating, downgraded to B1-PD from Ba2-PD $1,200 million senior unsecured notes due 2022, downgraded to B2 from Ba3 (LGD-4) These ratings were raised: Speculative Grade Liquidity Rating raised to SGL-1 Rating Outlook, Stable RATINGS RATIONALE The downgrade reflects revenue and earnings pressures in KLXs' Energy Services Group (ESG) which continues to face challenging operating conditions in a low oil price environment. Moody's anticipates that energy market headwinds will persist through the balance of this year and into 2017. This is expected to result in continued margin and profit pressure and elevated leverage levels (Moody's adjusted Debt-to-EBITDA of about 5x as of January 2016). KLX is one of the leading distributors of aerospace fasteners and consumables and Moody's believes a favorable set of commercial aerospace fundamentals will continue to support the company's core (84% of sales) aerospace solution business. Tempering considerations include high levels of Debt-to-EBITDA and continued headwinds in the cyclical oil & gas segment which reduces revenue and earnings visibility while pressuring margins and cash flows downwards. Concerns about potential shareholder-friendly actions particularly around stock repurchases also weighs on the rating. KLXs' liquidity profile is strong as indicated by the Speculative Grade Liquidity Rating of SGL-1. As of January 31, 2016, the company held significant cash balances of almost $430 million. KLX generated free cash flow of $87 million during 2015 and Moody's anticipates continued free cash flow generation in 2016 driven in part by reduced capex levels, which are likely to be about $65 million. External liquidity is provided by an undrawn $750 million asset-backed revolver ($743 million available as of January 2016). The company has no near-term principal obligations; the ABL facility expires in May 2020 and the senior unsecured notes mature in December 2022. The stable outlook reflects expectations that stable operating performance in KLXs' Aerospace Solutions Group (ASG) combined with the company's strong liquidity profile provide ample cushion for any further deterioration in the energy segment. An upward rating action would be driven by leverage sustained below 4.0x, the continuance of a strong liquidity profile with free cash flow to debt persistently in the high single-digit range. A sustained stabilization in the ESG segment would be a prerequisite for any ratings upgrade. The ratings could be downgraded if Debt-to-EBITDA is expected to be persistently above 5.5x. Increased usage under the ABL facility or a weakening liquidity profile such that free cash flow to debt were in the low single-digits could also result in a downgrade. Ratings could also be downgraded if the company undertakes shareholder friendly actions or if profit weakens in the core aerospace segment. KLX Inc. is a leading distributor of aerospace fasteners and other consumables and a leading provider of logistic services to the airline and aerospace industries. KLX is also a provider of technical, logistical and support services to the oil & gas industry offering a broad range of technical solutions including wireline services, fishing services, pressure control equipment and onshore completion services. Revenues for the fiscal year ended Jan. 31, 2016 were $1.6 billion. The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 2014. L. SCOTT APPAREL: Court Enters Default Judgment vs. Huize Trading ----------------------------------------------------------------- Howard Grobstein as Liquidating Trustee of L. Scott Apparel Inc. filed a complaint for avoidance and recovery of preferential transfer and objection to claim against Huize Trading LTD. At the initial status conference held on October 13, 2015, the court continued the status conference to December 15, 2015, to permit the parties to conclude settlement negotiations and for the Plaintiff to serve the Defendant with the Complaint. The Defendant filed its answer to the Plaintiff's Complaint with the court, on behalf of itself in violation of Local Bankruptcy Rule 9011-2(a), which requires the Defendant, as an entity, to appear by counsel. Additionally, the Defendant's filed Answer was unsigned in violation of Rule 9011(a) of the Federal Rules of Bankruptcy Procedure, which requires that every pleading "be signed by at least one attorney of record in the attorney's individual name" or "a party who is not represented by an attorney." At the December 15, 2015 status conference, the Plaintiff appeared through his counsel of record, Lori L. Wederitch. No appearance was made by or on behalf of the Defendant. Noting that the Defendant, as an entity, is not represented by counsel as required by Local Bankruptcy Rule 9011-2(a), the court noted that the Defendant's answer could be stricken. The court entered an order continuing the status conference to February 16, 2016 and ordering the parties to file a status report by February 2, 2016. The parties failed to file the required joint status report by the February 2, 2016 deadline in compliance with Local Bankruptcy Rule 7016-1(a)(2). However, Plaintiff filed a unilateral status report by the February 2, 2016 deadline in compliance with Local Bankruptcy Rule 7016-1(a)(3). In an Order dated February 24, 2016, which is available at http://is.gd/HMbUvafrom Leagle.com, Judge Robert Kwan of the United States Bankruptcy Court for the Central District of California, Los Angeles Division, has stricken the Defendant's Answer and entered Default Judgment against the Defendant for its failure to be represented by counsel in the adversary proceeding, sign its Answer, appear at the December 15, 2015 and February 16, 2016 status conferences as required, and participate in the drafting of the joint status report or file its own unilateral status report for the February 16, 2016 status conference. The adversary proceeding is HOWARD GROBSTEIN as Liquidating Trustee of L. Scott Apparel Inc., Plaintiff, v. HUIZE TRADING LTD., a foreign business entity of unknown form, Defendant, Adv. No. 2:15-ap-01434-RK (Bankr. C.D. Calif.). The bankruptcy case is In re: L. SCOTT APPAREL, INC., Chapter 11, Debtor, Case No. 2:13-bk-26021-RK (Bankr. C.D. Calif.). Howard Grobstein, Liquidating Trustee, Liquidating Trustee of L. Scott Apparel Inc., Plaintiff, is represented by Brian L Davidoff, Esq. -- BDavidoff@greenbergglusker.com -- Greenberg Glusker, Lori L Werderitch, Esq. – Lwerderitch@greenbergglusker.com -- Greenberg Glusker. LB STEEL: Committee Objects to Validity of Lender's Liens --------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the Chapter 11 case of LB Steel, LLC, objects to the validity, enforceability, priority, and perfection of the lender MB Financial Bank, N.A.'s liens. The Committee identified seven categories of assets to which it objects, namely: Fixtures, Commercial Tort Claims, Vehicles, Equity or Membership Interests, Registered Trademarks, Liens of Other Creditors and Real Estate. MB Financial refutes the Committee allegations that it holds a valid, enforceable and perfected lien on the Debtor's Fixtures, Registered Trademarks and Equity or Membership Interests on the Debtor's membership interest in LB Steel Acquisitions V, LLC, by filing the Financing Statement with the Delaware Secretary of State. However, MB Financial admits that it is not aware of any commercial tort claims of the Debtor or its estate but it holds a perfected lien on the contract claims of the Debtor against Walsh Construction Company. In addition, MB Financial says it does not hold a lien on any vehicles owned by the Debtor for which a certificate of title has been issued and further acknowledges that its lien may be junior to lessors of equipment leases, but is unaware of any third party asserting a prior lien on any personal property owned by the Debtor. Nonetheless, MB Financial avers that to the extent that the Sale proceeds do not satisfy MB Financial's claim of approximately $11,250,000 in full, MB Financial will seek payment of any balance of its claim from other collateral aside from the Purchased Assets, especially since MB Financial holds a valid, enforceable, perfected lien on all of the Debtor’s cash, the Debtor’s interest in LB Steel Acquisitions V, LLC and the Debtor’s claims against Walsh. LB Steel, LLC is represented by: Daniel A. Zazove, Esq. David J. Gold, Esq. 131 S. Dearborn Street, Suite 1700 Chicago, Illinois 60603-5559 Telephone: (312) 324-8400 Facsimile: (312) 324-9400 Email: docketchi@perkinscoie.com dgold@perkinscoie.com The Official Committee of Unsecured Creditors is represented by: Robert J. Palmersheim, Esq. Anand C. Mathew, Esq. Scott B. Kitei, Esq. HONIGMANMILLER SCHWARTZ AND COHN LLP One South Wacker Drive, 28th Floor Chicago, IL 60606 Telephone: (312) 701-9300 Facsimile: (312) 701-9335 Email: rpalmersheim@honigman.com amathew@honigman.com skitei@honigman.com MB Financial Bank, N.A. is represented by: David A. Golin, Esq. ARNSTEIN & LEHR LLP 120 S. Riverside Plaza, Suite 1200 Chicago, Illinois 60606-3913 Telephone: (312) 876-7100 Email: dagolin@arnstein.com About LB Steel LB Steel, LLC, provider of outsourced machining, fabrication, burning, and assembly services, sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 15-35358) on Oct. 18, 2015. Michael Goich signed the petition as president. The Debtor estimated assets in the range of $10 million to $50 million and debts of more than $50 million. The Debtor has engaged Perkins Coie LLP as counsel. Judge Janet S. Baer is assigned to the case. LB STEEL: Has Court Authority to Sell Assets for $11.7-Mil. ----------------------------------------------------------- Judge Janet S. Baer of the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized LB Steel, LLC, to sell substantially all of its assets to LB Metals, LLC, for $11,700,000. The asset purchase agreement provides that the Purchaser will assume and agrees to pay, discharge and perform in full when due the Liabilities of the Seller, including all liabilities and obligations incurred or to be incurred which estimated to be $325,000 for finishing work which JM Industries is performing for a confidential progress billing customer of the Seller -- a $375,000 Account Receivable is estimated to be generated when completed and the product is delivered to the customer which Purchaser will be entitled to as a Purchased Asset. In addition, the Parties have agreed that the Seller will cause LB Steel Acquisitions V, LLC, to enter into an agreement acceptable to the Parties and pursuant to which the Purchaser is granted an option to purchase for a payment of $150,000 all of the Seller's limited liability company interests in Acquisitions and/or all of Acquisitions' right, title or interest in and to the Warren Facility. Judge Baer overruled objection raised by Gerdes Family, LLC, which complained that it lacked sufficient information about the winning bidder at the Sale for the identity of which had not been determined at the time of the filing of its objection, and that thus Gerdes had not been provided with adequate assurance of performance by the winning bidder. LB Steel, LLC is represented by: Daniel A. Zazove, Esq. David J. Gold, Esq. 131 S. Dearborn Street, Suite 1700 Chicago, Illinois 60603-5559 Telephone: (312) 324-8400 Facsimile: (312) 324-9400 Email: docketchi@perkinscoie.com dgold@perkinscoie.com Gerdes Family, LLC is represented by: Joanne B. Stutz, Esq. EVANS & MULLINIX, P.A. 7225 Renner Road, Suite 200 Shawnee, KS 66217 Telephone: (913) 962-8700 Facsimile: (913) 962-8701 Email: jstutz@emlawkc.com -- and -- Joanne Lee, Esq. FOLEY & LARDNER LLP 321 North Clark Street, Suite 2800 Chicago, IL 60654-5313 Telephone: (312) 832-4500 Facsimile: (312) 832-4700 Email: jlee@foley.com About LB Steel LB Steel, LLC, provider of outsourced machining, fabrication, burning, and assembly services, sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 15-35358) on Oct. 18, 2015. Michael Goich signed the petition as president. The Debtor estimated assets in the range of $10 million to $50 million and debts of more than $50 million. The Debtor has engaged Perkins Coie LLP as counsel. Judge Janet S. Baer is assigned to the case. LEHR CONSTRUCTION: Plan Confirmed, Unsecureds to Get at Least 3% ---------------------------------------------------------------- Jonathan L. Flaxer, the Chapter 11 trustee for Lehr Construction Corp., received confirmation of his proposed liquidating plan for the Debtor's estate. The Chapter 11 Trustee's First Amended Plan of Liquidation dated August 31, 2015, provides that a Plan Administrator, on behalf of the Liquidating Debtor, will, inter alia, distribute the available assets of the Liquidating Debtor in accordance with the Plan. Article X of the Plan provides for the appointment of Jonathan L. Flaxer as Plan Administrator. Holders of general unsecured claims totaling $6 million to $7.5 million are estimated to recover 3% to 10% of their claims. Holders of customer claims estimated at $7.2 million are slated to recover 10 to 15 cents on the dollar. Equity holders are not expected to recover anything. A copy of Judge Sean H. Lane's order confirming the Plan is available for free at: http://bankrupt.com/misc/Lehr_Const_1246_Plan_Conf_Ord.pdf The Trustee sought and obtained approval to file under seal those portions of the Plan Supplement that contain information that has not been the subject of public proceedings. A copy of the Trustee's Amended Supplement to the Plan is available at: http://bankrupt.com/misc/Lehr_Const_1264_Plan_Supp.pdf About Lehr Construction New York-based Lehr Construction Corp. was founded in 1979. It specializes in interior construction and serves clients mainly throughout the New York metropolitan area. It serves as construction manager and general contractor for its clients. Lehr filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-10723) on Feb. 21, 2011. The Debtor estimated its assets and debts at $10 million to $50 million. The Debtor tapped James A. Beldner, Esq., at Cooley LLP, as bankruptcy counsel. Rust Consulting/Omni Claims Agent serves as claims and noticing agent. Jonathan Flaxer was appointed Chapter 11 Trustee for Lehr Construction. He is represented by Douglas L. Furth, Esq., at Goldenbock Eiseman Assor Bell & Peskoe LLP, in New York. Wolf Haldenstein Adler Freeman & Hertz serves as conflicts counsel to the trustee. Marotta Gund Budd & Dzera, LLC, serves as trustee's financial advisor. Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five creditors to serve on the Official Committee of Unsecured Creditors in the Debtor's case. Fred Stevens at Klestadt & Winters, LLP represents the Committee. LINN ENERGY: Says Bankruptcy "Unavoidable" ------------------------------------------ Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review, reported that Linn Energy LLC warned on March 15 that a chapter 11 bankruptcy filing may be "unavoidable" for the oil and gas producer. According to the report, the company said it has hired financial and legal advisers "to address our liquidity and capital structure, including strategic and refinancing alternatives through a private restructuring," but added that bankruptcy may be its only option. The company, in a regulatory filing with the U.S. Securities and Exchange Commission, said it is "currently in default under the LINN Credit Facility and the Second Lien Indenture." The company added, "We have engaged financial and legal advisors to assist us in, among other things, analyzing various strategic alternatives to address our liquidity and capital structure, including strategic and refinancing alternatives through a private restructuring. However, a filing under Chapter 11 of the U.S. Bankruptcy Code may be unavoidable. Seeking Bankruptcy Court protection could have a material adverse effect on our business, financial condition, results of operations and liquidity. As long as a Chapter 11 proceeding continues, our senior management would be required to spend a significant amount of time and effort dealing with the reorganization instead of focusing exclusively on our business operations. Bankruptcy Court protection also might make it more difficult to retain management and other key personnel necessary to the success and growth of our business. Also during the Chapter 11 proceedings, our ability to enter into new commodity derivatives covering additional estimated future production would be dependent upon either entering into unsecured hedges or obtaining Bankruptcy Court approval to enter into secured hedges. Furthermore, counterparties under our existing hedge transactions may elect to terminate those transactions in connection with a bankruptcy filing without our consent." "We have a significant amount of indebtedness that is senior to our units in our capital structure. As a result, we believe that seeking Bankruptcy Court protection under a Chapter 11 proceeding could cause our units to be canceled, result in a limited recovery for unitholders, if any, and place current equity holders at significant risk of losing all of their investment in us." * * * The Troubled Company Reporter, on Feb. 8, 2016, reported that Standard & Poor's Ratings Services lowered its corporate credit rating on Houston-based oil and gas exploration and production (E&P) company Linn Energy LLC to 'CCC' from 'B+'. S&P also lowered its corporate credit rating on Berry Petroleum Co. LLC to 'CCC' from 'B+'. The outlook is negative. S&P also lowered its issue-level rating on Linn Energy's second-lien debt to 'CCC-' from 'B' and placed it on CreditWatch with negative implications. S&P also lowered the unsecured debt rating to 'CC' from 'B-'. The recovery ratings remain '5' and '6', respectively. The recovery rating of '5' indicates S&P's expectation of modest recovery (10% to 30%, higher half of range) in the event of a payment default. The '6' recovery rating indicates S&P's expectation of negligible (0%-10%) recovery in the event of a payment default. At the same time, S&P lowered the issue-level rating on subsidiary Berry Petroleum Co.'s senior unsecured notes to 'CCC-' from 'B' and placed them on CreditWatch with negative implications. The recovery rating remains '5', indicating S&P's expectation of modest recovery (10% to 30%, lower half of range) in the event of a payment default. LINN ENERGY: Skips $60M Interest Payment, Has Going Concern Doubt ----------------------------------------------------------------- Houston, Texas-based LINN Energy, LLC (NASDAQ:LINE) and LinnCo, LLC (NASDAQ:LNCO) on March 15 announced financial and operating results for the fourth quarter and year ended December 31, 2015, and outlook for 2016. LINN Energy admits that based on current estimates and expectations for commodity prices in 2016, it does not expect to remain in compliance with all of the restrictive covenants contained in its credit facilities throughout 2016 unless those requirements are waived or amended. As a result, indebtedness under the credit facilities could, after the expiration of any grace period and at the election of a majority of the lenders under the credit facilities, be accelerated and become immediately due and payable. The uncertainty associated with LINN's ability to meet its obligations as they become due raises substantial doubt about the Company's ability to continue as a going concern. The report of LINN's independent registered public accounting firm that accompanies its audited consolidated financial statements in LINN's Annual Report on Form 10-K contains an explanatory paragraph regarding the substantial doubt about the Company's ability to continue as a going concern, the Company said. As of December 31, 2015, LinnCo had income taxes payable of approximately $30 million and cash of approximately $11 million. Its only significant asset is its interest in LINN and its cash flow, which was historically used to pay dividends to LinnCo shareholders, is completely dependent upon the ability of LINN to make distributions to its unitholders. In October 2015, LINN suspended the payment of its distribution. The uncertainty associated with LinnCo's ability to meet its obligations as they become due raises substantial doubt about its ability to continue as a going concern. The report of LinnCo's independent registered public accounting firm that accompanies its audited financial statements in LinnCo's Annual Report on Form 10-K contains an explanatory paragraph regarding the substantial doubt about LinnCo's ability to continue as a going concern. In February 2016, the Company borrowed approximately $919 million under LINN's Sixth Amended and Restated Credit Agreement, which represented the remaining undrawn amount that was available under the Credit Facility. The proceeds of the borrowed funds under the Credit Facility were deposited in an unencumbered account with a bank that is not a lender under either the credit facilities for LINN or Berry Petroleum Company, LLC. Total borrowings, including outstanding letters of credit, under the Credit Facility are now $3.6 billion. The credit facility for Berry remains nearly fully utilized at approximately $900 million, including $250 million of restricted cash posted as collateral. As of February 2016, there was less than $1 million of available borrowing capacity under the credit facilities. The maturity date for the LINN and Berry credit facilities, along with LINN's outstanding $500 million term loan, is April 2019. LINN and Berry have unsecured senior note maturities ranging from 2019 through 2022. In addition, LINN has senior secured second lien notes with a maturity date of December 2020. The next borrowing base redetermination is scheduled for April 2016. The LINN Credit Facility, term loan and Second Lien Notes are each subject to springing maturity, based on the maturity of any junior lien debt. As of the date of delivery of the going concern audit opinion, LINN is currently in default under the Credit Facility. If LINN is unable to obtain a waiver or other suitable relief from the lenders under the Credit Facility prior to the expiration of the 30-day grace period, an event of default will result, and the lenders can elect to accelerate all outstanding indebtedness under the Credit Facility, which would be immediately due and payable. Acceleration of the indebtedness under the Credit Facility could, under certain circumstances, result in cross acceleration of the unsecured senior notes and certain of Berry's indebtedness. Additionally, the indenture governing the Second Lien Notes required LINN to deliver certain mortgages by February 18, 2016, subject to a 45-day grace period. LINN has elected to exercise its 45-day grace period and, as a result, LINN is currently in default under the Second Lien Notes. If LINN does not deliver the mortgages within the 45-day grace period or is otherwise unable to obtain a waiver or other suitable relief from the holders of the Second Lien Notes prior to the expiration of the grace period, an event of default will result and if the trustee or noteholders holding at least 25 percent in the aggregate outstanding principal amount of the Second Lien Notes so elect would accelerate the Second Lien Notes causing them to be immediately due and payable. Further, the indentures governing certain of LINN's and Berry's senior notes required the respective companies to make interest payments on March 15, 2016, subject to a 30-day grace period. Each company has elected to exercise its respective 30-day grace period, and, as a result, both companies are currently in default under the indentures governing such senior notes. If the respective companies do not make the interest payments within the 30-day grace period or are otherwise unable to obtain a waiver or other suitable relief from the senior noteholders prior to the expiration of the grace period, an event of default will result and the noteholders could elect to accelerate such senior notes, causing them to be immediately due and payable, which may result in certain other cross defaults and cross accelerations. LINN said its Board of Directors and management are in the process of evaluating strategic alternatives to help strengthen its balance sheet and maximize the value of the Company. As part of this process, LINN has elected to exercise its 30-day grace period with respect to interest payments due March 15, 2016 of approximately: $30 million on its 7.75% senior notes due February 2021, $12 million on its 6.50% senior notes due September 2021 and $18 million on the Berry Petroleum Company, LLC senior notes due September 2022. ------------- $60 million TOTAL If LINN fails to make the interest payments within the 30-day grace period and is otherwise unable to obtain a waiver or other suitable relief from the holders under the indentures governing the senior notes prior to the expiration of the 30-day grace period, the default under the indentures will mature into an event of default, allowing the noteholders to accelerate the outstanding indebtedness under the senior notes. LINN does not intend to make any future announcements concerning this process unless and until the Company otherwise determines that disclosures are necessary or appropriate. The Company has retained Lazard as its financial advisor and Kirkland & Ellis LLP as its legal advisor to assist the Board of Directors and management team with the strategic review process. "We are continuing to work with our advisors to review a full range of strategic alternatives to reduce the Company's overall debt," said Mark E. Ellis, Chairman, President and Chief Executive Officer. "In addition, we have been in discussions with certain lenders in an effort to reach a mutually agreeable resolution and remain focused on right sizing the balance sheet in order to position the Company for long-term success." The Company reported total revenues of approximately $647 million for the fourth quarter 2015, which includes gains on oil and natural gas derivatives of approximately $274 million; and full-year 2015 total revenues of approximately $2.9 billion, which includes gains on oil and natural gas derivatives of approximately $1.1 billion; lease operating expenses of approximately $150 million, or $1.44 per Mcfe, for the fourth quarter 2015 and approximately $618 million, or $1.42 per Mcfe for the full-year 2015. The Company posted a net loss of approximately $2.5 billion, or $7.05 per unit, for the fourth quarter 2015, which includes non-cash impairment charges of approximately $3.0 billion, or $8.63 per unit, non-cash losses related to changes in fair value of unsettled commodity derivatives of approximately $83 million, or $0.24 per unit, and non-cash gains on extinguishment of debt of approximately $506 million, or $1.44 per unit. For full-year 2015, the Company reported a net loss of approximately $4.8 billion, or $13.87 per unit, which includes non-cash impairment charges of approximately $5.8 billion, or $16.93 per unit, non-cash losses related to changes in fair value of unsettled commodity derivatives of approximately $154 million, or $0.45 per unit, non-cash gains on extinguishment of debt of approximately $719 million, or $2.09 per unit, and gains on sale of assets and other of approximately $197 million, or $0.57 per unit. LONG BEACH MEDICAL: May 4 Hearing on Allocation of Sale Proceeds ---------------------------------------------------------------- A bankruptcy court is set to hold an evidentiary hearing on May 4, 2016, on the proposed methodology for the allocation of the net proceeds from the sale of Long Beach Medical Center. LBMC and its official committee of unsecured creditors had asked the U.S. Bankruptcy Court for the Eastern District of New York in January to approve a methodology based upon an appraisal of the hospital by Cushman & Wakefield of Connecticut Inc. Both proposed utilizing the appraisal to determine the percentage of overall value of each property grouping. LBMC is currently holding about $3.1 million in net proceeds from the sale of its properties and those owned by Long Beach Memorial Nursing Home Inc. in 2014. The properties were sold to South Nassau Communities Hospital, which made a $10.25 million cash offer. LBMC had earlier defended the proposed methodology against criticism from First Central Savings Bank that the appraisal is "fatally flawed" and the allocation is not fair. The hospital owes First Central more than $2.6 million on account of the loan it obtained from the bank prior to its bankruptcy filing. LBMC had drawn support from secured creditors The Dormitory Authority of the State of New York and the Pension Benefit Guaranty Corp. Both believe Cushman conducted an objective appraisal of the assets. Meanwhile, South Nassau had said it should not be dragged into the dispute over the allocation of the sale proceeds and that it should not be forced to participate in any discovery sought by the bank. About Long Beach Medical Center Long Beach Medical Center, formerly Long Beach Memorial Hospital, was a 162-bed, community-based hospital offering primary, acute, emergency and long-term health care to residents of Long Beach, New York. Founded in 1922, LBMC was a teaching facility for the New York College of Osteopathic Medicine. LBMC was shut down after superstorm Sandy devastated the hospital in October 2012. Long Beach Memorial Nursing Home Inc, runs the The Komanoff Center for Geriatric and Rehabilitative Medicine, a 200-bed skilled nursing facility affiliated with LBMC. It provides services for residents requiring long term nursing home care and short term post-acute (sub-acute) care. Currently there are 127 residents of Komanoff. Long Beach Medical Center and Long Beach Memorial Nursing Home d/b/a The Komanoff Center for Geriatric and Rehabilitative Medicine, sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case Nos. 14-70593 and 14-70597) on Feb. 19, 2014. Long Beach Medical Center scheduled $17,400,606 in total assets and $84,512,298 in total liabilities. Garfunkel Wild P.C. serves as the Debtors' counsel. GCG, Inc. is the Debtors' claims and noticing agent. The Hon. Alan S. Trust presides over the cases. The U.S. Trustee has appointed three members to the official committee of unsecured creditors. The panel retained Klestadt & Winters, LLP, led by Sean C. Southard, Esq., as counsel. MACCO PROPERTIES: Court Denies Bid to Dismiss "McGinnis" -------------------------------------------------------- Before the Court are the Joint Motion for Dismissal with Prejudice and Notice of Opportunity for Hearing filed jointly by Plaintiff Michael E. Deeba, Trustee, and Defendant Lew S. McGinnis and, the Objections of the United States Trustee, Cobblestone Apartments of Tulsa, LLC, et al. and Jackie Hill. In an Order dated February 25, 2016 which is available at http://is.gd/gR7HRHfrom Leagle.com, Judge Dana L. Rasure of the United States Bankruptcy Court for the Western District of Oklahoma denied the Joint Motion for Dismissal with prejudice. The Court concluded that the agreement to dismiss the adversary proceeding is not fair, equitable, or in the best interests of the estate. Dismissal of the Claims would benefit only McGinnis, and would unfairly prejudice unsecured and administrative expense claimants. The case is IN RE: MACCO PROPERTIES, INC., Chapter 7, NV BROOKS APARTMENTS, LLC, Chapter 7, Debtors. MICHAEL E. DEEBA, TRUSTEE, Plaintiff, v. LEW S. McGINNIS, Defendant. COBBLESTONE APARTMENTS OF TULSA, LLC; LARRY D. AND JEANETTE A. JAMISON FAMILY TRUST; AND JACKIE L. HILL, JR., Intervenors, Case Nos. 10-16682-R, 10-16503-R, Adv. No. 12-1137-R. Michael E. Deeba, Plaintiff, is represented by Lysbeth L George, Esq. -- lysbeth.george@crowedunlevy.com --Crowe & Dunlevy, Judy Hamilton Morse, Esq. – judy.morse@crowedunlevy.com -- Crowe & Dunlevy, P.C.. Lew S. McGinnis, Defendant, is represented by Joyce W. Lindauer, Esq. -- Joyce@joycelindauer.com About Macco Properties Oklahoma City, Oklahoma-based Macco Properties, Inc., is a property management company that is the sole or controlling member and/or manager of numerous multi-family residential rental units in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas, and several and commercial business properties in Oklahoma City, Oklahoma, and Holbrook, Arizona. Macco Properties filed for Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 10-16682) on Nov. 2, 2010. The Debtor disclosed $50,823,581 in total assets, and $4,323,034 in total liabilities. Affiliated entities also sought bankruptcy protection: NV Brooks Apartments, LLC (10-16503); JU Villa Del Mar Apartments, LLC, and (10-16842); and SEP Riverpark Plaza, LLC (10-16832). SEP Riverpark Plaza owns or controls The Riverpark Apartments, a multi-family apartment complex located in Wichita, Kansas. Receivership Services Corp., a division of the Martens Cos., serves as property manager for the six Wichita apartment complexes caught up in the bankruptcy of Macco Properties of Oklahoma City. On May 31, 2011, an Order was entered appointing Michael E. Deeba as the Chapter 11 Trustee for Macco Properties. He is represented by Christopher T. Stein, of counsel to the firm of Bellingham & Loyd, P.C. Grubb & Ellis/Martens Commercial Group LLC acts as the Chapter 11 Trustee's exclusive listing broker/realtor for properties. The Official Unsecured Creditors' Committee is represented by Ruston C. Welch, Esq., at Welch Law Firm, P.C., in Oklahoma City. In August 2013, the Bankruptcy Court signed off on an agreed order dismissing the Chapter 11 cases of SEP Riverpark Plaza and JU Villa Del Mar Apartments. MACCO PROPERTIES: Court Recommends Denial of Transfer of "McGinnis" ------------------------------------------------------------------- Lew S. McGinnis filed a Motion to Withdraw the Bankruptcy Reference of the Case captioned MICHAEL E. DEEBA, TRUSTEE, Plaintiff, v. LEW S. McGINNIS, Defendant. COBBLESTONE APARTMENTS OF TULSA, LLC; LARRY D. AND JEANETTE A. JAMISON FAMILY TRUST; AND JACKIE L. HILL, JR., Intervenors, Adv. No. 12-1137-R (Bankr. W.D. Okla.), and to Transfer it to the U.S. District Court for the Western District of Oklahoma for Further Proceedings and a Jury Trial contending that cause exists to withdraw the automatic reference of the proceeding to the Court, arguing that the Court does not have statutory or constitutional authority to enter a final order on Trustee's claims; that McGinnis is entitled to trial of common law claims before an Article III Court; and McGinnis is entitled to a jury trial and does not consent to the bankruptcy court conducting a jury trial. In a Recommendation dated February 25, 2016, which is available at http://is.gd/3qFmXTfrom Leagle.com, Judge Dana L. Rasure of the United States Bankruptcy Court for the Western District of Oklahoma recommended that the Defendant's Motion to Withdraw the Bankruptcy Reference of the Case and to Transfer it to the U.S. District Court for the Western District of Oklahoma for further proceedings and a jury trial be denied. The bankruptcy case is IN RE: MACCO PROPERTIES, INC., NV BROOKS APARTMENTS, LLC, Chapter 7, Debtors, Case Nos. 10-16682-R, 10-16503-R (Jointly Administered)(Bankr. W.D. Okla.). Michael E. Deeba, Plaintiff, is represented by Lysbeth L George, Esq. -- lysbeth.george@crowedunlevy.com --Crowe & Dunlevy, Judy Hamilton Morse, Esq. – judy.morse@crowedunlevy.com -- Crowe & Dunlevy, P.C.. Lew S. McGinnis, Defendant, is represented by Joyce W. Lindauer, Esq. -- Joyce@joycelindauer.com About Macco Properties Oklahoma City, Oklahoma-based Macco Properties, Inc., is a property management company that is the sole or controlling member and/or manager of numerous multi-family residential rental units in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas, and several and commercial business properties in Oklahoma City, Oklahoma, and Holbrook, Arizona. Macco Properties filed for Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 10-16682) on Nov. 2, 2010. The Debtor disclosed $50,823,581 in total assets, and $4,323,034 in total liabilities. Affiliated entities also sought bankruptcy protection: NV Brooks Apartments, LLC (10-16503); JU Villa Del Mar Apartments, LLC, and (10-16842); and SEP Riverpark Plaza, LLC (10-16832). SEP Riverpark Plaza owns or controls The Riverpark Apartments, a multi-family apartment complex located in Wichita, Kansas. Receivership Services Corp., a division of the Martens Cos., serves as property manager for the six Wichita apartment complexes caught up in the bankruptcy of Macco Properties of Oklahoma City. On May 31, 2011, an Order was entered appointing Michael E. Deeba as the Chapter 11 Trustee for Macco Properties. He is represented by Christopher T. Stein, of counsel to the firm of Bellingham & Loyd, P.C. Grubb & Ellis/Martens Commercial Group LLC acts as the Chapter 11 Trustee's exclusive listing broker/realtor for properties. The Official Unsecured Creditors' Committee is represented by Ruston C. Welch, Esq., at Welch Law Firm, P.C., in Oklahoma City. In August 2013, the Bankruptcy Court signed off on an agreed order dismissing the Chapter 11 cases of SEP Riverpark Plaza and JU Villa Del Mar Apartments. MADISON PAPER: 5th Mill to Shut Down in 2 Years ----------------------------------------------- Dow Jones' Daily Bankruptcy Review, citing The Associated Press, reported that Maine's Madison Paper Industries mill will close by the end of May, representing the fifth mill to cease manufacturing in little more than two years in the state. According to the report, nearly all 214 employees in Madison will lose their jobs, but a handful of maintenance workers will be retained to maintain buildings and a hydro facility after June 1, said Ruud van den Berg, vice president of UPM Paper's division for North America and Europe. MEDIASHIFT INC: Exclusive Plan Filing Period Extended to May 27 --------------------------------------------------------------- The Hon. Sandra R. Klein of the U.S. Bankruptcy Court for the Central District of California has extended, at the behest of MediaShift, Inc., and Ad-Vantage Networks, Inc., the exclusivity period for the Debtors to file a plan of reorganization by 120 days, to and including May 27, 2016; and the exclusivity period for the Debtors to obtain acceptance of a plan of reorganization is extended by 120 days, to and including July 26, 2016. As reported by the Troubled Company Reporter on March 1, 2016, the Debtors sought the extension, asserting that the claims bar date recently passed on Jan. 22, 2016, and that they need additional time to analyze the extent of certain claims to be treated under any plan. The Debtors said that they still need to close the recently approved sale at the Jan. 27, 2016 hearing and, thereafter, evaluate the remaining assets in order to formulate their respective disclosure statements and plans. On Dec. 22, 2015, the Debtors filed a summary of amended schedules, master mailing list, and statements, a copy of which is available for free at: http://bankrupt.com/misc/MediaShiftInc_142_amendedSAL.pdf About MediaShift, Inc. MediaShift, Inc., is a digital advertising technology company. The company, through its subsidiaries offers operators of private internet networks to monetize their audiences through distributed ad technology platforms and across multiple devices. MediaShift, Inc., and Ad-Vantage Networks, Inc., filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Lead Case No. 15-25024) on Sept. 30, 2015. Rick Baran, the president, signed the petitions. The Debtors estimated both assets and liabilities of $10 million to $50 million. The Debtors have engaged Levene, Neale, Bender, Yoo & Brill L.L.P, as counsel; Houlihan Lokey Capital, Inc. as financial advisor and investment banker. Judge Sandra R. Klein is assigned to the cases. The Office of the U.S. Trustee appointed four creditors to the official committee of unsecured creditors. Danning, Gill, Diamond & Kollitz, LLP, represents the committee. METROPOLITAN AUTOMOTIVE: Court Approves Sale of Assets ------------------------------------------------------ Katy Stech, writing for Dow Jones' Daily Bankruptcy Review, reported that a federal judge has given approval for California's Metropolitan Automotive Warehouse Inc., which lost money after expanding its online-auto-parts business, to be sold to a New York competitor. According to the report, with his signature, Judge Wayne Johnson cleared Parts Authority Metro LLC of Queens Village, N.Y., which calls itself one of the largest distributors of automotive and truck parts on the East Coast, to take over Metropolitan Automotive Warehouse's operations. As previously reported by The Troubled Company Reporter, citing The Wall Street Journal, Metropolitan Automotive officials told Judge Johnson in court papers that several buyers are interested in purchasing the Los Angeles-area company out of bankruptcy at an auction. The company, combined with affiliate Star Auto Parts Inc., employs about 1,000 people, the Journal said. Metropolitan Automotive Warehouse officials didn't say how much buyers were offering to pay but proposed to reveal the value of the auction's opening bid by Feb. 12, the report related. One offer is expected to come from New York-based Parts Authority Inc., which called itself one of the largest distributors or automotive and truck parts on the East Coast in a document filed in U.S. Bankruptcy Court in Riverside, Calif., the report further related. About Metropolitan Automotive Metropolitan Automotive Warehouse, Inc. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 16-10096) on Jan. 6, 2016. The petition was signed by Ron Turner, the president. The Debtor has estimated assets in the range $10 million to $50 million and estimated liabilities of $50 million to $100 million. Winthrop Couchot Professional Corporation serves as the Debtor's counsel. Judge Wayne E. Johnson has been assigned the case. Metropolitan Automotive Warehouse, Inc. is a family-owned Southern California-based business, distributing automotive aftermarket parts for the last 60 years, with operations in Southern California and Central California. The Debtor distributes aftermarket automotive parts to retail stores and also sells to and fulfills orders for various e-commerce customers. Star Auto Parts, Inc., a wholly-owned subsidiary of the Debtor, is a Southern California based retailer of aftermarket parts. Star sells aftermarket automotive parts directly to repair facilities also known as the "Do-it-for-Me" channel, end users, also known as the "Do-it-Yourself" channel, and businesses, which own and operate vehicle fleets. The Debtors employ approximately 1,000 persons. MF GLOBAL: Underwriters Settle with Investors for $29.8-Mil. ------------------------------------------------------------ Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy Review, reported that a group of well-known financial institutions have reached a deal to settle a class-action lawsuit brought by former MF Global Holdings Ltd. investors for $29.825 million. According to the DBR report, in a March 11 filing with the U.S. District Court in Manhattan, lawyers for the plaintiffs said the settlement with financial institutions that served as underwriters -- among them Jefferies LLC, BMO Capital Markets Corp., Natixis Securities Americas LLC, Lebenthal & Co. and U.S. Bancorp Investments Inc. -- for the sale of MF Global 's bonds before its collapse "dismisses and releases" all claims against them in the suit. The investors, now led by the Virginia Retirement System, sued the financial institutions as part of a larger 2011 suit against former MF Global Chief Executive Jon S. Corzine and other company executives, accusing the parties of not disclosing the risks associated with MF Global's European sovereign debt trades using repurchase-to-maturity transactions, the report related. The proposed underwriter settlement follows an earlier $74.9 million deal with a separate group of underwriters, the report further related. Another $64.5 million settlement resolved investors' claims against Mr. Corzine, ex-finance chief Henri Steenkamp and several other former MF Global directors, the report added. In a fourth deal, accounting firm PricewaterhouseCoopers agreed to pay $65 million to settle investors' claims, the report said. In all, the settlements will bring in more than $235 million to the investors, the report added. About MG Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. In April 2013, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MOLYCORP INC: Plan Confirmation Hearing to Begin March 29 --------------------------------------------------------- The hearing to consider confirmation of Molycorp, Inc., et al.'s Third Amended Joint Plan of Reorganization will begin on March 29, 2016, at 10:00 a.m., Eastern Time. Objections to the confirmation of the Plan and approval of the sale, if applicable, are due March 23. Declaration of voting results will be filed on or before March 28. The Debtors have until March 28 to reply to objections to confirmation. The ad hoc group of holders of the 10% senior secured notes issued by Molycorp, Inc., objects to the revised solicitation schedule and the revised Plan, complaining that far from providing creditors with the necessary and material information that would enable an informed decision on the Revised Plan, the Supplemental Materials actually raise more questions than answers. According to the Ad Hoc Group, the only bid received by the Debtors for Mountain Pass is the credit bid submitted by the Ad Hoc Group. Notwithstanding this fact, the Ad Hoc Group have recently learned that the Debtors refuse to quality its Permitted Credit Bid. While the Ad Hoc Group believes that the Debtors have zero basis to make that determination, the simple fact is that the Revised Plan provides no explanation of what the Debtors intend to do with Mountain Pass, and there is no way for creditors to have any clue as to what they should expect from Mountain Pass. The Ad Hoc Group is represented by Laura Davis Jones, Esq., James E. O'Neill, Esq., and Colin R. Robinson, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; and Thomas Moers Mayer, Esq., Gregory Horowitz, Esq., Joshua K. Brody, Esq., and Andrew M. Dove, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York. 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. * * * Judge Christopher Sontchi in Delaware approved the disclosure statement explaining the Debtors' Plan on Jan. 20, 2015, after the Debtors revised the Disclosure Statement to incorporate certain modifications directed by the Court during the Jan. 14 hearing. The Plan contemplates two possible outcomes: (1) the sale of substantially all of the Debtors' assets if certain conditions set forth in the Plan are satisfied and (2) (a) the sale of the assets associated with the Debtors' Mountain Pass mining facility in San Bernardino County, California; and (b) the stand-alone reorganization around the Debtors' other three business units. NEWFIELD EXPLORATION: Egan-Jones Cuts Sr. Unsecured Rating to B+ ---------------------------------------------------------------- Egan-Jones Ratings Company downgraded the senior unsecured rating on debt issued by Newfield Exploration Co. to B+ from BB- on March 1, 2016. Newfield Exploration Company is an independent crude oil and natural gas exploration and production company. NOAH E. ESTRADA: Court OKs Bid to Borrow $1-Mil. ------------------------------------------------ Debtor Noah E. Estrada filed an Emergency Motion for Authority to Obtain Secured Credit seeking to borrow $1,095,196, secured by a lien on his 2016 crops, crop insurance, and government payments. The budget attached to the instant motion reflects amounts for fertilizer, seed, fungicide, herbicide, insecticide, labor, repairs, harvesting, and miscellaneous expenses. In the instant case, the uncontroverted testimony shows that Debtor has a need to borrow funds in order to plant crops for the 2016 growing season. He has sought, but has been unable to obtain, unsecured credit. In a Memorandum Opinion dated February 24, 2016, which is available at http://is.gd/D8PqNjfrom Leagle.com, Judge Letitia Z. Paul of the United States Bankruptcy Court for the Southern District of Texas, Galveston Division, granted the Debtor's Emergency Motion, finding that the Debtor's crop plan and the proposed borrowing secured by a lien, appear to represent the reasonable exercise of the Debtor's business judgment. The court concluded that Debtor should be authorized to borrow funds on the terms set forth in the instant motion. The case is IN RE NOAH E. ESTRADA, Debtor, Case No. 16-80003-G3-11 (Bankr. S.D. Tex.). Noah Eli Estrada, Debtor, is represented by David R Langston, Esq. -- drl@mhba.com -- Mullin Hoard et al. US Trustee, US Trustee, represented by Ellen Maresh Hickman, Office of the U S Trustee. NORANDA ALUMINUM: Sherwin Asks Court to Dismiss NBL's Ch. 11 Case ----------------------------------------------------------------- Sherwin Alumina Company, LLC, asks the U.S. Bankruptcy Court to dismiss the Chapter 11 case of Noranda Bauxite Ltd. because NBL's filing was borne of bad faith and was designed solely to avoid litigation in a prior pending action before the Texas Bankruptcy Court. Alternatively, Sherwin asserts that the doctrines of forum non conveniens and comity of nations provide cause to dismiss the case because of the incontrovertible facts which establish that NBL has no nexus to Missouri, and Missouri has no interest in NBL, in general, or the fate of the bauxite Supply Agreement, in particular. On the other hand, Jamaica, which is NBL's place of incorporation and principal place of business, is both available to NBL and perfectly capable of providing NBL with an adequate forum in which to restructure its business, Sherwin further asserts. Sherwin tells the Court that NBL is a Jamaican company that operates the St. Ann bauxite mine in Discovery Bay, Jamaica, and has no facilities or offices in the United States. Instead, NBL relies upon two U.S. bank accounts and some cash retainers held by its counsel to establish a basis for jurisdiction in the United States, but NBL has refused to produce any discovery related to these assets. According to Sherwin, NBL and Sherwin are parties to a bauxite supply agreement pursuant to which NBL supplies Sherwin with nearly 65% of its bauxite requirements and that Sherwin is NBL’s only non-affiliate customer. Sherwin alleges that it filed a Chapter 11 petition in the Texas Bankruptcy Court and asked the Texas Court for expedited relief to assume the Supply Agreement for which NBL opposed Sherwin’s request and agreed to a scheduling order that would allow the Texas Bankruptcy Court to adjudicate the Assumption Motion. Sherwin further asserts that instead of opposing the assumption in Texas or make good on its threat to terminate the agreement due to Sherwin’s bankruptcy filing, NBL called an end run, filing its own Chapter 11 case before the Missouri Bankruptcy Court and moving to reject the Supply Agreement unless Sherwin accepts an exorbitant price increase for all bauxite delivered under the agreement. Accordingly, Sherwin tells the Court that NBL’s blatant forum shopping provides grounds to dismiss this case for cause pursuant to section 1112(b) of the Bankruptcy Code. Sherwin Alumina Company, LLC and Sherwin Pipeline, Inc. are represented by: Joshua A. Sussberg, Esq. Joseph Serino, Jr., Esq. Shireen Barday, 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: joshua.sussberg@kirkland.com joseph.serino@kirkland.com shireen.barday@kirkland.com -- and -- James H.M. Sprayregen, Esq. Gregory F. Pesce, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: james.sprayregen@kirkland.com gregory.pesce@kirkland.com -- and -- Cullen D. Speckhart, Esq. WOLCOTT RIVERS GATES 200 Bendix Road, Suite 300 Virginia Beach, VA 23452 Email: cspeckhart@wolriv.com -- and -- Morry S. Cole, Esq. GRAY, RITTER, GRAHAM, PC 701 Market Street, Suite 800 St. Louis, Missouri 63101 Telephone: (314) 241-5620 Facsimile: (314) 241-4141 Email: mcole@grgpc.com About Noranda Aluminum Noranda Aluminum, Inc., and 10 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Proposed Lead Case No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale W. Boyles, the chief financial officer. Judge Barry S. Schermer is assigned to the cases. The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT Partners, LP as investment banker, Alvarez & Marsal North America, LLC as restructuring advisors and Prime Clerk LLC as claims, solicitation and balloting agent. The Debtors estimated both assets and liabilities in the range of $1 billion to $10 billion. As of the Petition Date, the Debtors had approximately $529.6 million in outstanding principal amount of secured indebtedness, consisting of a revolving credit facility and a term loan facility. The Debtors had approximately 1,857 employees as of the Petition Date. NORFE GROUP: Schedules $17.3M in Assets, $31.4M in Debt ------------------------------------------------------- Norfe Group Corp. filed with the U.S., Bankruptcy Court for the District of Puerto Rico amended schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $14,500,000 B. Personal Property $2,769,436 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $6,842,181 E. Creditors Holding Unsecured Priority Claims $2,838 F. Creditors Holding Unsecured Non-priority Claims $24,596,571 ----------- ----------- TOTAL $17,269,436 $31,441,591 The Debtor disclosed total assets of $14.9 million and debt of $25.4 million in the previous iteration of the schedules. A copy of the company's amended schedules is available without charge at http://is.gd/9VcSDO About Norfe Group Norfe Group Corp. filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-00285) in Old San Juan, Puerto Rico, on Jan. 20, 2016. The petition was signed by David Efron, president. The Debtor tapped Charles Alfred Cuprill, Esq., at Charles A Cuprill, PSC Law Office, as counsel. NORTHERN BLIZZARD: S&P Affirms 'B' CCR, Outlook Stable ------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'B' long-term corporate credit rating on Calgary, Alta.-based Northern Blizzard Resources Inc. (NBRI). The outlook is stable. At the same time, Standard & Poor's raised its issue-level rating on the company's US$276 million senior unsecured notes to 'B+' from 'B' and revised its recovery rating on the debt to '2' from '3'. "The revised recovery and higher issue-level ratings reflect our view of the increased collateral available to lenders in our simulated default scenario," said Standard & Poor's credit analyst Michelle Dathorne. The ratings on NBRI reflect Standard & Poor's view of the company's vulnerable business risk and aggressive financial risk profile assessments. The ratings further reflect S&P's view of NBRI's heavy oil focused product mix; its weak profitability compared with those of its peers; and a financial policy that S&P views as reflecting an aggressive financial risk profile. S&P believes the company's low-risk asset base and relatively low debt levels offset these weaknesses somewhat. NBRI is a small heavy oil-focused regional exploration and production company. It had about 79 million barrels of oil equivalent (boe) of net proved reserves as of Dec. 31, 2015, and about 20,900 boe per day production for 2015. Almost all the company's production is from the Lloydminster Heavy Oil and Kerrobert Bakken area in southern Saskatchewan. The stable outlook reflects S&P's view that NBRI should maintain a financial risk profile that S&P views as appropriate for the 'B' corporate credit rating while also maintaining a stable business risk profile, despite S&P's expectation of production declines during the 2016-2017 outlook period. Specifically, S&P expects the company's three-year, weighted-average funds from operations (FFO)-to-debt ratio will remain in the 16%-20% range, largely supported by existing hedges in place. Assuming NBRI's business risk profile does not change, S&P could lower the rating if the company's financial risk profile deteriorates, such that its three-year, weighted-average FFO-to-debt ratio fell below 12% and S&P expected the ratio to remain at these lower levels on a consistent basis. This could occur if the company's production and cash flow generation decreased faster than S&P's base-case scenario currently assumes. Although S&P believes a positive rating action is unlikely during the year-long outlook period, it could raise the rating if NBRI can strengthen its business risk profile, through increased scale and diversification, while maintaining its fully adjusted weighted-average FFO-to-debt ratio above 12%. OKLAHOMA: Bond Market Rescue for Budget Woes Entices Governor ------------------------------------------------------------- Darrell Preston, writing for Bloomberg Brief, reported that Oklahoma, grappling with the fallout from the collapse in oil prices, may turn to the municipal-bond market to provide relief from a $1.3 billion budget deficit rather than cutting spending or raising taxes. According to the report, borrowing would free money for other priorities, such as pension costs and education, that would ease the way of balancing the budget as options proposed by Governor Mary Fallin aren't palatable to some lawmakers. It would also fall just short of a maneuver known as "scoop-and-toss" that involves selling debt to pay off maturing securities, a practice employed by issuers ranging from Puerto Rico to Chicago that has led to disastrous results, the report said. "The budget situation is very serious, it's a matter of deciding priorities with limited resources," Tim Allen, deputy to Oklahoma Treasurer Ken Miller, told Bloomberg. "Borrowing is something the treasurer supports looking at." OUTER HARBOR: Has Final Authority to Obtain $9.5-Mil. DIP Loan -------------------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware gave Outer Harbor Terminal, LLC, final authority to borrow from HHH Oakland, Inc., and Terminal Investment Ltd., S.A., up to $9,500,000 in postpetition financing. The Debtor is authorized to use the proceeds of the DIP Facility consistent with the Approved Budget and the DIP Loan Documents to fund the Debtor’s working capital needs, meeting its obligations under the Settlement Agreement and for other general corporate purposes, as provided in the Order. To induce the Lenders to provide the DIP Facility, the Court authorized the Debtor to grant the DIP Agent on its behalf and on behalf of the Lenders the following, subject to the Carve-Out: (a) perfected First-Priority Liens on the Collateral not encumbered, and (b) Liens Junior to certain existing liens, which Liens will secure all obligations incurred by the Debtor to the Agent and the Lenders pursuant to the DIP Loan Documents and the Financing Orders. The Agent and each Lender is entitled to the full protections of Section 364(c) of the Bankruptcy Code with respect to debts, obligations, liens, security interests and other rights created or authorized under the DIP Facility as provided in the Final Order. IAM & AW District Lodge No. 190 and East Bay Automotive Machinists Local Lodge No. 1546 objected to the Debtors' DIP Financing Motion, complaining that the budget fails to include payment for the Chapter 11 administrative claims of the IAM. The IAM alleged that it is unable to determine whether sufficient cash will be available for payment of the IAM's administrative claim considering the increase in the DIP amount segregated for the benefit of the Port of Oakland. IAM asked that the Financing Motion be denied unless there are provisions made for all potential Chapter 11 administrative claims, including the IAM. Judge Silverstein overruled IAM's objection. A full-text copy of the Final DIP Order with Budget is available at http://bankrupt.com/misc/OHTdipord0301.pdf IAM & AW District Lodge No. 190 and East Bay Automotive Machinists Local Lodge No. 1546 are represented by: Susan E. Kaufman, Esq. LAW OFFICE OF SUSAN E. KAUFMAN, LLC 919 North Market Street, Suite 460 Wilmington, DE 19801 Telephone: (302) 472-7420 Facsimile: (302) 792-7420 Email: skaufman@skaufmanlaw.com About Outer Harbor Oakland, California-based port operator Outer Harbor Terminal, LLC filed for Chapter 11 protection (Bankr. D. Del. Case No. 16-10283) on Feb. 1, 2016. The Hon. Laurie Selber Silverstein presides over the case. Milbank, Tweed, Hadley & Mccloy LLP is the Debtor's general counsel. Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serves as its Delaware counsel. The Debtor estimated assets and debts at $100 million to $500 million. The petition was signed by Heather Stack, chief financial officer. OUTER HARBOR: To Pay $141K Monthly to Terex as Adequate Protection ------------------------------------------------------------------ Judge Laurie Selver Silverstein of the U.S. Bankruptcy Court for the District of Delaware approved a stipulation between Outer Harbor Terminal, LLC, and Terex Corporation and Terex Financial Services, Inc. The Parties agreed that the Debtor will provide an adequate protection of any diminution in value of the Terex's secured interest in the Debtor's Personal Property by paying TFS the normal contractual payment of $141,168 per month in immediately available funds. The Parties further stipulate that the Adequate Protection Payments will be included in any and all DIP financing budgets that the Debtor will file with the Court. Likewise, the Debtor is required to provide adequate protection of TFS's secured interest in the Personal Property by maintaining the insurance and paying the personal property taxes. With the approval of the Stipulation, Terex is deemed to have withdrawn, with prejudice, its objection to the Debtor's DIP Motion. About Outer Harbor Oakland, California-based port operator Outer Harbor Terminal, LLC filed for Chapter 11 protection (Bankr. D. Del. Case No. 16-10283) on Feb. 1, 2016. The Hon. Laurie Selber Silverstein presides over the case. Milbank, Tweed, Hadley & Mccloy LLP is the Debtor's general counsel. Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serves as its Delaware counsel. The Debtor estimated assets and debts at $100 million to $500 million. The petition was signed by Heather Stack, chief financial officer. PARAGON OFFSHORE: Court Approves Joint Administration of Cases -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware directed the joint administration of the Chapter 11 cases of Paragon Offshore Drilling LLC, et al., for procedural purposes only. Cases will be administered under Paragon Offshore PLC, Case No. 16-10386. As reported by the Troubled Company Reporter on Feb. 16, 2016, the Debtors anticipated that there are more than 10,000 creditors and other parties-in-interest that are involved in their cases. They maintained that joint administration will allow for the efficient and convenient administration of their interrelated Chapter 11 cases. "Joint administration of these cases will save the Debtors and their estates substantial time and expense because it will remove the need to prepare, replicate, file, and serve duplicative notices, applications, and orders," said Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., counsel for the Debtors. "Further, joint administration will relieve the Court of entering duplicative orders and maintaining duplicative files and dockets," he added. About Paragon Offshore Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon's operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two semisubmersibles). Paragon's primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon's principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales and its ordinary shares have been trading on the over-the-counter markets under the trading symbol "PGNPF" since December 18, 2015. Paragon Offshore Plc, et al., filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debts of $2.96 billion as of Sept. 30, 2015. The Debtors have engaged Weil, Gotshal & Manges LLP as general counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard Freres & Co. LLC as financial advisor, Alixpartners, LLP as restructuring advisor, and Kurtzman Carson Consultants as claims and noticing agent. PARAGON OFFSHORE: Has Final Approval to Use Cash Collateral ----------------------------------------------------------- U.S. Bankruptcy Judge Christopher Sontchi on March 8, 2016, entered a final order authorizing Paragon Offshore plc and its affiliated debtors to use cash collateral of JPMorgan Chase Bank, N.A. and Cortland Capital Market Services LLC through Oct. 1, 2016 or earlier upon the occurrence of a termination event. JPMorgan serves as the administrative agent for the revolver lenders and collateral agent for the revolver lenders and term loan lenders. Cortland Capital Market Services L.L.C. acts as the proposed successor administrative agent for the term loan lenders. The Debtors stipulated that as of the Petition Date they are indebted to the revolver lenders in the aggregate principal of not less than $708,500,000 under the revolver facility and not less than $87,161,528 in face amount of undrawn letters of credit. The Debtors also stipulated that as of the Petition Date, they were indebted to the term loan lenders in the aggregate amount of not less than $651,875,000. Parties in interest will have 75 days from the Petition Date to challenge the validity and priority of the Debtors' prepetition obligations or the liens on the collateral. To protect the prepetition secured parties to the extent of any aggregate diminution in value of the Prepetition Collateral resulting from the use of Cash Collateral, the Debtors will provide various forms of adequate protection, including a first priority lien on, and security interest in "Unencumbered Property," which includes approximately $332 million in a Goldman Sachs Bank Account owned by Paragon Offshore Group plc. The Debtors are authorized to pay the Revolver Agent and the Term Loan Agent on the last day of each calendar month all accrued and unpaid pre- or post-petition interest, fees and costs due and payable under the Revolver Facility and the Term Loan Facility. A copy of the Final Cash Collateral Order is available for free at: http://bankrupt.com/misc/Paragon_O_140_Final_Cash_Ord.pdf About Paragon Offshore Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon's operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two semisubmersibles). Paragon's primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon's principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales and its ordinary shares have been trading on the over-the-counter markets under the trading symbol "PGNPF" since December 18, 2015. Paragon Offshore Plc, et al., filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debts of $2.96 billion as of Sept. 30, 2015. The Debtors have engaged Weil, Gotshal & Manges LLP as general counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard Freres & Co. LLC as financial advisor, Alixpartners, LLP as restructuring advisor, and Kurtzman Carson Consultants as claims and noticing agent. PAUL GREMILLION: Can Hire Anderson Firm as Counsel -------------------------------------------------- Debtor Paul Gremillion, Sr., filed an Application for an Interim Order Authorizing Employment of John C. Anderson and the Anderson Firm, LLC, as counsel. HealthEdge Investment Fund, L.P., Concentric Equity Partners II, L.P., and He-Iom Affiliates, LLC, a creditor of the estate filed an Objection based on an alleged conflict of interest and dishonesty, fraud, deceit or misrepresentations contained in the Debtor's Schedules and Statement of Financial Affairs. On September 18, 2015, the Debtor executed a collateral mortgage encumbering his home in favor of Jamie Graham. Jamie Graham is employed as a paralegal with the Anderson Firm, LLC. Based upon the existence of this collateral mortgage, HealthEdge alleges that a conflict of interest exists between Debtor and the Anderson firm. In a Reasons for Decision dated February 25, 2016, which is available at http://is.gd/gKILIOfrom Leagle.com, Judge Elizabeth W. Magner of the United States Bankruptcy Court for the Eastern District of Louisiana granted the Debtor's Application and authorized the Debtor to employ John C. Anderson and the Anderson Firm, LLC, as counsel. According to Judge Magner, following the bankruptcy filing, Anderson cancelled the inscription. Thus, no conflict ever existed and HealthEdge's objection is not valid. The case is IN RE: PAUL GREMILLION, SR., Chapter 11, Debtor. PAUL GREMILLION, SR. Plaintiff, v. HEALTHEDGE INVESTMENT FUND, L.P., CONCENTRIC EQUITY PARTNERS II, L.P. HE-IOM AFFILIATES, LLC Defendants, Case No. 15-13063, Section A, Adversary No. 15-1080. Paul Gremillion, Sr., Debtor, is represented by John C. Anderson, Esq. -- Anderson & Daniels, LLC. Office of the U.S. Trustee, U.S. Trustee, represented by Amanda Burnette George, Office of the U.S. Trustee. PEABODY ENERGY: Bonds, Shares Soar to Highest Levels in Weeks ------------------------------------------------------------- Jodi Xu Klein, writing for Bloomberg Brief, reported on March 14 that troubled Peabody Energy Corp.'s shares doubled in value last week and its bonds rose to highs not seen since last month. According to the report, the moves come after it emerged that Franklin Resources Inc. was pushing the largest coal miner in the U.S. to restructure its $6.4 billion of debt in court, people told Bloomberg last week. The company had previously said in a filing that one of its lenders was urging a reorganization, the report noted. The company's $650 million of 6.5 percent senior unsecured notes maturing in September 2020 rose 2 cents to trade at 6.2 cents on the dollar at 10:08 a.m. in New York on March 11, the highest since Feb. 5, Bloomberg said, citing Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. In addition, its $1 billion of 10 percent notes due 2022 jumped to the highest level in the past month on March 11, trading at 8.375 cents on the dollar at 11:55 am, the report further cited Trace. Peabody shares also roughly doubled last week, rising to $6.82 at 1:02 p.m. on March 11, up from $2.44 on March 2 when it was revealed that Franklin pushing for a debt reorganization, the report noted. The company's shares closed at $6.55 on March 11, the report added. About Peabody Energy Headquartered in St. Louis, Missouri, Peabody Energy Corporation claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the United States (U.S.) and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. (listed alphabetically). The Company reported a net loss attributable to common stockholders of $787 million in 2014, a net loss attributable to common stockholders of $524.9 million in 2013 and a net loss attributable to common stockholders of $585.7 million in 2012. * * * As reported by the Troubled Company Reporter on Jan. 20, 2016, Standard & Poor's Ratings Services said it lowered its corporate credit rating on St. Louis-based Peabody Energy Corp. to 'CCC+' from 'B'. PETROLEUM PRODUCTS: U.S. Trustee Forms 5-Member Committee --------------------------------------------------------- The Office of the U.S. Trustee appointed five creditors of Petroleum Products & Services Inc. to serve on the official committee of unsecured creditors. The committee members are: (1) Sanders Machine Inc. Attn: Ricky or Diane Sanders 200 Corporate Drive Sibley, LA 71073 (phone) 318-371-1040 (fax) 318-371-1046 diana@sandersmachine.com (2) Rushing Machine Shop Attn: Brian Johnson 1106 Cherokee Trace White Oak, TX 75693 (phone) 903-759-6000 (fax) 903-759-3838 rms@etex.net (3) eShipping Attn: Kristyn Miller 10812 NW Hwy 45 Parkville, MO 64152 (phone) 816-994-5186 kmiller@eshipping.biz (4) Praavrit Engineering Technologies Attn: Gerard Bonneau SF NO 300/1A Methai Thottam Vivekanadha St Nanje Gounden Pudur GN, GN Mills (PO) CRE Coimbatore 641029, India (phone) +33 642040916 Gonneag@Yahoo.FR (5) Cepai Group Co., Ltd. Attn: Linda Kong No. 333, Jianshe Road (West) Jinhu Econom, Huaian City Jiangsu Province 223001, China (phone) 0086-21-51575253 (fax) 0086-21-51535520 linda@cepai.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Petroleum Products Petroleum Products & Services, Inc.(d/b/a Wellhead Distributors Int'l and dba WDi) distributes API-6A wellhead equipment and valves used in the petroleum and natural gas industries. The Company filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex., Case No. 16-31201) on March 4, 2016. Alejandro Kiss signed the petition as president. The Debtor estimated assets in the range of $10 million to $50 million and liabilities of at least $10 million. The Debtor has engaged Hoover Slovacek, LLP as counsel and Hirsch Westheimer, P.C. as special litigation counsel. PETTERS COMPANY: Stay of Substantive Consolidation Order Sought --------------------------------------------------------------- Opportunity Finance, LLC and related entities at a hearing on March 22, 2016, at 1:30 p.m. will ask the United States Bankruptcy Court for the District of Minnesota to enter an Order staying the effect of the Order Granting Trustee's Motion for Substantive Consolidation signed Nov. 22, 2013 (the "SubCon Order"), based on the ongoing appeal of the SubCon Order. Responses to the Motion are due March 17. The Court, on Nov. 22, 2013, entered an Order substantively consolidating the chapter 11 estates of Petters Company, Inc. ("PCI") with the estates of various Petters-related special-purpose entities (the "PCI Estates"). Opportunity Finance, along with other objectors to the Trustee's substantive consolidation motion, appealed the SubCon Order, first to the District Court, see Opportunity Finance, LLC, et al. v. Douglas A. Kelley, et al., No. 0:13-cv-03614-PJS (D. Minn.)3, which in April 2015 held that Opportunity Finance lacked standing to appeal, and then to the U.S. Court of Appeals for the Eighth Circuit, see Opportunity Finance, LLC, et al. v. Douglas A. Kelley, et al., No. 15-2060 (8th Cir.). Opportunity Finance's appeal is currently pending before the Eighth Circuit, and a decision likely is near. The parties noticed the appeal on May 13, 2015, completed the briefing on Sept. 22, 2015, and participated in oral argument on Nov. 19, 2015. See No. 0:13-cv-03614, Doc. 41 (D. Minn. May 13, 2015); Docket, No. 15-2060 (8th Cir.). For the twelve-month period ending June 30, 2015, the median time in the Eighth Circuit from notice of appeal to disposition was 6.0 months. Moreover, the Eighth Circuit's Internal Operating Procedures state that the court "strives to issue the opinion within 90 days after oral argument." Considering that nearly 10 months have passed since the Notice of Appeal was filed, and that argument was held more than 90 days ago, the Eighth Circuit's recent record and guidelines suggest that a decision likely will be issued very soon. Until this point, Opportunity Finance has had no reason to seek to stay the SubCon Order pending the appeal. First, because the Adversary Proceeding against Opportunity Finance has not progressed past the Rule 12 motion stage, the Court already has stayed discovery or further progress of the case until that motion is fully decided. The motion to dismiss is still pending, in no small part because of the Minnesota Supreme Court's intervening decision in Finn v. Alliance Bank et al., 860 N.W.2d 638 (Minn. 2015), which required extensive re-briefing and argument from the parties. Thus, although the Court ordered substantive consolidation in late 2013, there have been no proceedings yet against Opportunity Finance that required a stay. Second, the Court still has pending before it, and has not yet decided, the effect of the SubCon Order on Opportunity Finance should its motion to dismiss not be granted. In late 2014, at the Trustee's suggestion, the parties briefed their respective views on the impact of the SubCon Order on the Trustee's standing to proceed against Opportunity Finance. The Court heard argument in November 2014, and the matter remains under advisement. Thus, with no ruling as to the effect of the SubCon Order, seeking a stay of that order would have been premature. Accordingly, in light of the pace and procedural posture of the case, Opportunity Finance has had no reason to seek to stay the SubCon Order. That has changed, however, as a result of events that have occurred only very recently. On Jan. 15, 2016, the Trustee filed his proposed Chapter 11 Plan of Liquidation and Disclosure Statement. In those filings, the Trustee disclosed that he would be attempting to use the Plan to substantively consolidate the purportedly already-consolidated PCI Estates with the estates of Petters Group Worldwide, LLC and Petters Capital, LLC. As disclosed, the Plan assumes that the PCI Estates are already substantively consolidated into one entity, thereby treating the SubCon Order as if it were finally resolved, despite the pending Eighth Circuit appeal and any potential further judicial review. Disclosure of the Plan raised the possibility that the Plan -- if confirmed in the form the Trustee has Proposed -- could (at least in the Trustee's view) equitably moot Opportunity Finance's pending appeal of the SubCon Order, thereby harming Opportunity Finance's defense of the pending PCI adversary proceeding and depriving it of the possibility of any appellate review. Recognizing these possible adverse consequences, Opportunity Finance asked the Trustee to make clear that the Plan would not, in fact, be used to attempt to moot Opportunity Finance's pending appeal. The Trustee refused to provide any such assurances or to modify the Plan as requested, leaving Opportunity Finance no choice but to file a limited objection to the Disclosure Statement. In response, the Trustee all but confirmed that he intends to claim that confirmation and substantial consummation of the Plan would moot the pending appeal of the SubCon Order. While the Trustee claimed that the "Disclosure Statement takes no position on whether confirmation and substantial consummation of the Plan will equitably moot the appeal of the substantive consolidation order," he also emphasized that "this Court's [substantive consolidation] order is not stayed" and that "no appellant even sought a stay pending appeal." It comes as no surprise, therefore, that the Amended Chapter 11 Plan of Liquidation and Amended Disclosure Statement, both filed on Feb. 22, 2016, although removing provisions that sought to substantively consolidate Petters Capital, do not change the Trustee's intended course with regard to the PCI Estates and PGW, or include any safeguards to protect Opportunity Finance's ability to pursue the ongoing appellate review of the SubCon Order. In light of the Trustee's stated intent -- to attempt to use the Plan confirmation process to moot appellate review of the SubCon Order and to lock in the substantial adverse effects on Opportunity Finance (and the other Appellants) of that order, Opportunity Finance is compelled to seek to stay the SubCon Order pending the ongoing appellate review process. Given the procedural posture of the Adversary Proceeding against Opportunity Finance, Opportunity Finance does not believe that it is required to seek a stay, but because of the position the Trustee has taken on the issue, it is doing so in order to leave no doubt that it opposes the Trustee's effort to moot the appeal. In addition, on or before April 5, 2016, Opportunity Finance intends to file an objection to confirmation of the Amended Plan, asking the Court to deny confirmation of the Amended Plan or, in the alternative, to include in its confirmation order language making it clear that confirmation will not moot or affect in any way the pending appeal of the SubCon Order. If the Court were to grant either request, then no stay of the SubCon Order would be necessary. Counsel to Opportunity Finance, LLC, et al.: WILLIAMS & CONNOLLY LLP Joseph G. Petrosinelli Jonathan M. Landy Christopher J. Mandernach 725 Twelfth Street, N.W. Washington, D.C. 20005 Telephone: (202) 434-5000 Facsimile: (202) 434-5029 E-mail: jpetrosinelli@wc.com - and - BRIGGS AND MORGAN, P.A. John R. McDonald Kari S. Berman Benjamin E. Gurstelle 2200 IDS Center 80 South 8th Street Minneapolis, MN 55402 Telephone: 612-977-8746 Facsimile: 612-977-8650 E-mail: jmcdonald@briggs.com About Petters Company Based in Minnetonka, Minn., Petters Group Worldwide LLC is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Founder and chairman Tom Petters formed the company in 1988. Petters Company, Inc. is the financing and capital-raising unit of Petters Group Worldwide. Thomas Petters, the founder and former CEO of Petters Group, has been indicted and a criminal proceeding against him is proceeding in the U.S. District Court for the District of Minnesota. Petters Company, Petters Group Worldwide and eight other affiliates filed separate petitions for Chapter 11 protection (Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008. In its petition, Petters Company estimated its debts at $500 million and $1 billion. Parent Petters Group Worldwide estimated its debts at not more than $50,000. Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc. filed separate petitions for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on Oct. 6, 2008. Petters Aviation is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun Country's parent company. The Official Committee of Unsecured Creditors is represented by David E. Runck, Esq., Lorie A. Klein, Esq., at Fafinski Mark & Johnson, P.A. Trustee Douglas A. Kelley is represented by James A. Lodoen, Esq., Mark D. Larsen, Esq., Kirstin D. Kanski, Esq., Adam C. Ballinger, Esq., at Lindquist & Vennum LLP. PTAK PROPERTIES: Involuntary Chapter 11 Case Summary ---------------------------------------------------- Alleged Debtor: Ptak Properties, LLC 9431 E. Ironwood Square Drive Scottsdale, AZ 85258 Case Number: 16-02501 Nature of Business: Single Asset Real Estate Involuntary Chapter 11 Petition Date: March 14, 2016 Court: United States Bankruptcy Court District of Arizona (Phoenix) Petitioners' Counsel: Jerry L. Cochran, Esq. COCHRAN LAW FIRM, PC 2929 E. Camelback Rd., Suite 118 Phoenix, AZ 85016 Tel: 602-952-5300 Fax: 602-952-7010 E-mail: jcochran@cochranlawfirmpc.com Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Jeffrey J. Ptak, MD, PC, Loans $77,677 9431 E. Ironwood Square Drive Scottsdale, AZ 85258 Cochran Law Firm PC Legal Fees $6,403 2929 E. Camelback Road Suite 118 Phoenix, AZ 85016 QUANTUM FUEL: Hires Advisers Following Debt Default --------------------------------------------------- Lillian Rizzo, writing for Dow Jones' Daily Bankruptcy Review, reported that natural gas fuel storage company Quantum Fuel Systems Technologies Worldwide Inc . has hired financial advisers to assess its options and negotiate with its creditors following a debt default. According to the report, the company said on March 15 that it has defaulted on both its $7.5 million credit facility with Bridge Bank NA and on roughly $12.5 million in second-lien bonds. The company, in a regulatory filing with the U.S. Securities and Exchange Commission, said on March 14, 2016, it failed to make the required payment under the Loan and Security Agreement with Bridge Bank, National Association, dated May 7, 2012, as amended, under which the Lender provided the Company with a $7.5 million line of credit. The Loan and Security Agreement matured on March 14, 2016, at which time the Company was required to repay all outstanding advances. On the Maturity Date, the total amount of outstanding advances under the Loan and Security Agreement was approximately $2.7 million. Pursuant to the terms of the Loan and Security Agreement, the Company's failure to make the required payment on the Maturity Date constituted an event of default. The event of default under the Loan and Security Agreement also constituted an event of default under the senior secured convertible notes issued by the Company on September 15, 2013, and June 29, 2015, which have an aggregate principal balance of $12.5 million. The Convertible Notes are secured by a second lien on substantially all of the Company's operating assets pursuant to the terms of separate Security Agreements between the Company and Kevin Douglas, as collateral agent, for the holders of the convertible notes. The Convertible Notes are subordinate in all respects to the rights of the Lender pursuant to the terms of separate Subordination Agreements between the Lender and the Collateral Agent. The Company has engaged Mackinac Partners LLC as its financial advisor to assist the Company with negotiating with its creditors, and evaluating all options that may be available to the Company. The company said there can be no assurance that the Company's efforts will be successful or that the Company will not have to seek protection under federal bankruptcy laws. About Quantum Fuel Lake Forest, Cal.-based Quantum Fuel Systems Technologies Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced vehicle propulsion systems, fuel storage technologies, and alternative fuel vehicles. Quantum's portfolio of technologies includes electronic and software controls, hybrid electric drive systems, natural gas and hydrogen storage and metering systems and other alternative fuel technologies and solutions that enable fuel efficient, low emission, natural gas, hybrid, plug-in hybrid electric and fuel cell vehicles. Quantum Fuel reported a net loss of $14.9 million in 2014, a net loss attributable to stockholders of $23.0 million in 2013, a net loss attributable to stockholders of $30.9 million in 2012 and a net loss attributable to common stockholders of $38.5 million in 2011. As of Sept. 30, 2015, the Company had $67.5 million in total assets, $45.5 million in total liabilities and $22.0 million in total stockholders' equity. RADIAN GROUP: S&P Raises ICR to 'BB-', Outlook Positive ------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its financial strength and long-term issuer credit ratings on Radian Guaranty Inc. and Radian Mortgage Insurance Inc. to 'BBB-' from 'BB+', and raised its long-term issuer credit rating on Radian Group Inc. to 'BB-' from 'B+'. At the same time, S&P assigned its 'BB-' issue rating to the approximately $325 million senior notes issued by Radian Group Inc. The outlook is positive. "The rating action on Radian Group and its subsidiaries is driven by our improved view of the company's financial flexibility," said Standard & Poor's credit analyst Hardeep Manku. S&P views the company as having sufficient access to the capital markets to enable it to address concentration in its debt-maturity profile and implement its capital-management plan. S&P's updated view of adequate financial flexibility is also supported by the improving trend in financial leverage during the next few years, helped by strong earnings and capital build-up. The ratings on the senior notes reflect those on Radian Group Inc. The company intends to use the net proceeds from this offer together with shares of its common stock to purchase some of its outstanding 2019 convertible notes and otherwise for working capital and other general corporate purposes, which may include repurchasing its common stock and redeeming or repurchasing other outstanding 2019 convertible notes and 2017 convertible notes. Prior to this debt issuance, the company repurchased 9.4 million shares to help facilitate its capital-management plan to redeem/repurchase 2019 convertible notes. With the issuance, the leverage will increase until company utilizes the proceeds to retire targeted maturities. However, based on market timing and conditions, there is some execution risk, especially with 2019 convertibles, in which case the leverage can remain somewhat elevated. S&P expects the financial leverage to be around 32% for 2016 and fixed-charge coverage to be around 6x. The positive outlook reflects potential for continued improvement in Radian's relative financial risk profile, aided by further decline in leverage and reduced reliance on double leverage improving the quality of capital. S&P expects upper-adequate capitalization over the near-term. S&P expects Radian to maintain its competitive position, supported by ongoing compliance with Private Mortgage Insurers Eligibility Requirements, which should enable it to write new business and achieve operating performance in line with S&P's expectations. 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. S&P can affirm the rating if the improvement in leverage is somewhat slower than S&P's expectations. S&P can lower the ratings during the next two years if capitalization declines to lower-adequate as per S&P's capital model and/or financial leverage/coverage ratio deteriorates. This could result from an earnings disruption that slows or impairs capital build-up--including deterioration in the economy--or increased capital requirements from higher-than-expected volumes of new business with an expanded risk profile, or from increased debt load. Further downside risk emanates from the potential for contingent liabilities that stretch Radian's resources materially. S&P could raise the ratings during the next six to 12 months if the company can successfully execute its capital-management plan including redeeming/repurchasing 2019 convertible note and other de-leveraging strategies to reduce leverage (around 28% by year-end) and improving the debt-maturity profile. Together with improvement in relative capitalization as a result of reduced drag from double leverage, earnings accretion and other capital-management initiatives such as external reinsurance can strengthen Radian's financial risk profile on a relative basis. RCS CAPITAL: Schedules $1.40B in Assets, $912M in Debt ------------------------------------------------------ RCS Capital Corp. filed its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $0 B. Personal Property $1,403,924,232 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $709,200,000 E. Creditors Holding Unsecured Priority Claims $1,106,004 F. Creditors Holding Unsecured Non-priority Claims $202,143,956 -------------- ------------ TOTAL $1,403,924,232 $912,449,960 A copy of the company's schedules is available without charge at http://is.gd/543ZP1 About RCS Capital New York-based RCS Capital Corporation -- http://www.rcscapital.com/-- is a full-service investment firm focused on the individual retail investor. With operating subsidiaries primarily focused on retail advice and until the completion of recently announced pending sales and divestiture of its wholesale distribution and investment banking, the company's business aims to capitalize, grow and maximize value for the investment programs its distributes and the independent advisors and clients it serves. RCS Capital Corporation and 11 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10223 to 16-10234) on Jan. 31, 2016. The petitions were signed by David Orlofsky as chief restructuring officer. The Debtors disclosed total assets of $1.97 billion and total debts of $1.39 billion. The Debtors have engaged Dechert LLP as general counsel, Young Conaway Stargatt & Taylor, LLP as Delaware counsel, Zolfo Cooper Management, LLC as restructuring advisor, Lazard Freres & Co. LLC as investment banker and Prime Clerk LLC as administrative advisor and claims and noticing agent. RIVERSIDE PLAZA: Case Summary & 8 Unsecured Creditors ----------------------------------------------------- Debtor: Riverside Plaza Developers, LLC 10 Hidden Brook Drive North Barrington, IL 60010-6913 Case No.: 16-08747 Type of Business: Single Asset Real Estate Chapter 11 Petition Date: March 14, 2016 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Jack B. Schmetterer Debtor's Counsel: Neal L Wolf, Esq. TETZLAFF LAW OFFICES, LLC 227 W. Monroe Street, Suite 3650 Chicago, IL 60606 Tel: 312-574-1000 Fax: 312-574-1001 E-mail: nwolf@tetzlafflegal.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Mary Christine Misik, manager. List of Debtor's eight Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bruning & Associates, P.C. Professional $1,000 services Cindi McDonald $0 Comcast $1,800 ComEd $4,400 Doug Paice $0 Nicor $800 Village of Algonquin Sidewalk $350,000 2200 Harnish Drive Algonquin, IL 60102-5995 Village of Algonquin Water/Sewer $1,200 SABINE OIL: Seeks to Extend Access to Cash Collateral ----------------------------------------------------- Sabine Oil & Gas Corp. asks the U.S. Bankruptcy Court to extend the "expiration date" contained in the Final Cash Collateral Order through which the Debtors may use the Cash collateral to May 15, 2016, subject to further extension with the consent of the Debtors and first lien agent Wells Fargo Bank, N.A., to: (a) June 15, 2016 and (b) July 16, 2016, in each case without the need for further Court approval. The Court on Sept. 16, 2015, entered a final order authorizing the Debtors to use cash collateral. Although the Cash Collateral Motion was hotly contested and subject to multiple objections, the Debtors helped facilitate the fair and balanced agreement that is embodied in the Final Cash Collateral Order, which provides critical protections to the prepetition secured parties while at the same time preserving numerous rights for the Debtors, the Creditors Committee and third parties. Among other things, the Final Cash Collateral Order formalizes an agreement among various constituencies, including the Debtors, the First Lien Agent, the Second Lien Agent and the Committee, with respect to the Debtors' use of Cash Collateral. The Debtors are only requesting an extension of the status quo that was agreed to and implemented under the Final Cash Collateral Order so they may continue to operate their business and, more importantly, emerge from Chapter 11. The proposed extension does not change any of the terms of the Final Cash Collateral Order or rights granted or preserved thereunder. Accordingly, there is no reason for the Committee or any other party-in-interest to object to the Court's entry of the Order. The Debtors previously inked stipulations extending the Expiration Date to Feb. 15, 2016, and then to March 14. 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. * * * Sabine oil has proposed a Chapter 11 plan that contemplates a restructuring of the energy company and its affiliates through a debt-for-equity conversion and the issue of warrants to purchase stock in the reorganized companies. SANCTUARY OF PRAISE: Case Summary & 10 Unsecured Creditors ---------------------------------------------------------- Debtor: The Sanctuary of Praise 8788 Hadden Rd Twinsburg, OH 44087 Case No.: 16-50537 Chapter 11 Petition Date: March 14, 2016 Court: United States Bankruptcy Court Northern District of Ohio (Akron) Judge: Hon. Alan M. Koschik Debtor's Counsel: Edwin H. Breyfogle, Esq. 108 Third St NE Massillon, OH 44646 Tel: (330)837-9735 Fax: (330)837-8922 E-mail: edwinbreyfogle@sssnet.com Total Assets: $1.25 million Total Liabilities: $726,916 The petition was signed by Dr. William B. Smith Sr, senior pastor. A list of the Debtor's 10 largest unsecured creditors is available for free at http://bankrupt.com/misc/ohnb16-50537.pdf SCARBOROUGH & HARGETT: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Scarborough & Hargett Funeral Home Inc. Scarborough & Hargett Funeral Home Inc. sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Middle District of North Carolina (Durham) (Bankr. M.D.N.C., Case No. 16-80220) on March 11, 2016. The petition was signed by J. C. Scarborugh III, president. The Debtor is represented by Florence A. Bowens, Esq. The case is assigned to Judge Catharine R. Aron. The Debtor estimated assets of $50,000 to $100,000 and debts of $1 million to $10 million. SEPCO CORP: Schedules $60.7M in Assets, $619K in Debt ----------------------------------------------------- Sepco Corp. filed its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $0 B. Personal Property $60,749,509 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $536,125 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $83,103 -------------- ------------ TOTAL $60,749,509 $619,229 A copy of the company's schedules is available without charge at http://is.gd/HmvfjF About Sepco Corporation Aurora, Ohio-based Sepco Corporation filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ohio. Case No. 16-50058) on Jan. 14, 2016. The petition was signed by Richard J. Szekelyi as chief restructuring officer. Buckley King, LPA represents the Debtor as counsel. The case has been assigned to Judge Alan M. Koschik. SHASTA ENTERPRISES: Sale of Redbanks Greenbelt Property Okayed -------------------------------------------------------------- Hank M. Spacone, the Chapter 11 Trustee of Shasta Enterprises, on March 8, 2016, received approval from the bankruptcy Court to sell real property known as the Redbanks Greenbelt Property located at 290 Hemsted Drive, Redding, CA to Mr. Chuck Higgs or his assignee, subject to overbidding, pursuant to Sec. 363 of the Bankruptcy Code. The Trustee is also authorized to: * pay the real property taxes estimated at $200; * pay other costs and expenses allocated to the seller under the proposed sale agreement; * pay an incentive bonus to David Cretaro from the sale proceeds in an amount of the lesser of $10,000 or 5% of any actual net recovery by the Estate from the sale of the property. Pursuant to a Sale Agreement dated Jan. 21, 2016, Higgs has agreed to pay $49,900 to the Estate to acquire the property on an as-is/where-is basis. About Shasta Enterprises Redding, California-based Shasta Enterprises, dba Vidal Vineyards, dba Silverado Knolls, dba Villa Vidal Vineyards, sought bankruptcy protection (Bankr. E.D. Cal. Case No. 14-30833) on Oct. 31, 2014. The petition was signed by Antonio Rodriguez, general partner. Judge Michael S. McManus presides over the case. The Debtor's counsel is David M. Brady, Esq., at Law Office of Cowan & Brady, in Redding, California. The Debtor disclosed total assets of $33.4 million and total debt of $21.5 million. The Court, on Dec. 29, 2014, approved the appointment of Hank Spacone as the Chapter 11 trustee of the Debtor's estate. SUNDEVIL POWER: Court OK's May 4 Auction of Assets -------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware approved the procedures governing the sale of substantially all of Sundevil Power Holdings, LLC, et al.'s assets. All bids must must be submitted so as to be received not later than April 29, 2016. Each Qualified Bidder will be invited to participate in an auction at the offices of Vinson & Elkins LLP, in New York, on May 4. The Sale Hearing is scheduled on May 11, 2016, and any responses or objections to the entry of the Sale Order shall be received no later than April 26, 2016. Responses or objections related solely to the Successful Bidder or the ability of the Successful Bidder to provide adequate assurance of future performance of an Assumed Contract or Assumed Lease shall be filed no later than May 10, 2016. The deadline for objecting to the amount of any Cure Payment Liability related to Assumed Contracts and Assumed Leases will be the later of April 26, 2016 or 14 days after the affected counterparty is served with the Assumption Notice. In cases in which the Debtors are unable to establish that a default exists with respect to any Assumed Contract or Assumed Lease, the relevant Cure Payment Liability shall be set at $0.00 in the Assumption Notice, without prejudice to the right of any counterparty to such Assumed Contract or Assigned Lease to dispute such Cure Payment Liability. About Sundevil Power Merchant power generators Sundevil Power Holdings, LLC and SPH Holdco LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-10369 and 16-10370, respectively), on Feb. 12, 2016. The petitions were signed by Blake M. Carlson as authorized signatory. The Debtors estimated assets in the range of $100 million to $500 million and liabilities of at least $100 million. The Debtors have engaged Vinson & Elkins LLP as legal counsel, Drinker Biddle & Reath LLP as Delaware counsel, and Garden City Group as claims and noticing agent. Judge Kevin J. Carey is assigned to the case. TIERRA DEL REY: Property Refinancing to Fund Full-Payment Plan -------------------------------------------------------------- Tierra Del Rey, LLC, filed a proposed reorganization plan that provides for the refinancing of its La Mesa, California property to generate cash to pay all allowed claims, in full, including, full payment of priority claims, secured claims and unsecured claims. The interest holder, Bay Vista Methodist Heights, Inc., will retain its equity interest in the Debtor. The Debtor obtained term sheets from two prospective lenders to make a 12-month $7,000,000 bridge loan that will enable the Debtor to pay all allowed Claims and emerge from Chapter 11. The Debtor has obtained approval for at least one of these loans in the amount of $7,100,000 ($100,000 larger than originally expected). The anticipated uses of the refinance proceeds are as follows: Amount ------ Administrative Claims $60,000 US Trustee Fees $13,000 Secured Claim of Fannie Mae $4,500,000 Secured Claim of AP Mortgage Company $1,460,000 All Priority Non-Tax Claims $0 All Unsecured Claims $50,000 ---------- TOTAL $6,283,000 Based on the foregoing, the Debtor believes it will have more than enough cash to pay creditors pursuant to the Plan; the Debtor will have a reserve / cushion of at least $456,000 from the Refinance Proceeds plus cash on hand totaling not less than the $111,674 it had on hand as of Jan. 31, 2016, for a total reserve in excess of $565,000. The Debtor believes that no classes are impaired. Nevertheless, the Debtor is soliciting votes in favor of the Plan from all Classes so that the Plan may be confirmed if the Court determines that any classes the Debtor believes are unimpaired in fact are impaired. Ballots are due April 11, 2016. The Debtor's attorneys: CURRY ADVISORS K. Todd Curry 525 B Street, Suite 1500 San Diego, California 92101 Telephone: (619) 238-0004 Fax Number: (619) 238-0006 A copy of the Amended Disclosure Statement to the Reorganization Plan dated March 7, 2016, is available at: http://bankrupt.com/misc/Tierra_Del_Rey_195_Am_DS.pdf About Tierra Del Rey Tierra Del Rey, LLC, is a single asset real estate limited liability company owned by Bay Vista Methodist Heights, Inc. ("BVMH"). BVMH is a nonprofit public benefit corporation formed in 1966 by Rev. Grandison M. Phelps, Pastor of St. Paul United Methodist Church of San Diego, to provide affordable housing to the community. In 2008, BVMH acquired the 80-unit apartment complex known as Tierra Del Rey in La Mesa, California for $7.53 Million. Title to the La Mesa property, which is Tierra Del Rey LLC's sole asset, is held by Tierra Del Rey. The property was valued at $10.6 million and secures a debt of $4.21 million debt to Fannie Mae (1st trust deed) and a $1.27 million debt to AP Mortgage Company, Inc. (2nd trust deed). A receiver seized control of the apartment complex on June 19, 2015. The receiver, Trigild Inc., was appointed at the behest of AP Mortgage, which commenced the suit styled, AP Mortgage Company, Inc. vs. Bay Vista Methodist Heights et al. 37-2015-00012044-CU-OR-CTL, SDSC Central Division. Tierra Del Rey filed a Chapter 11 bankruptcy petition (Bankr. S.D. Cal. Case No. 15-04253) on June 29, 2015. Judge Laura S. Taylor is assigned to the case. The Debtor's bankruptcy schedules, as amended, reflect total assets of $10,685,041 (consisting of personal property at $85,041 and the real property at $10,600,000), and total liabilities of $5,533,127 (consisting of secured claims of $5,484,514, priority claims of $0.00, and general unsecured claims of $48,613). The Debtor tapped Craig E. Dwyer, Esq., in San Diego, California, as counsel. No Creditor's Committee has been appointed in this case. TIERRA DEL REY: Secured Creditors Object to Revised Disclosures --------------------------------------------------------------- Secured creditor AP Mortgage Company submitted objections to the revised Disclosure Statement to Tierra Del Rey, LLC's Plan of Reorganization dated March 7, 2016. Secured creditor Fannie Mae also joined in AP Mortgage's opposition to the Disclosure Statement. Issues raised by AP Mortgage include: * The borrower under the proposed refinancing for the Debtor will be a new entity, apparently not yet formed, which will be wholly owned by Bay Vista Methodist Heights, Debtor's parent. Neither the plan nor the Disclosure Statement describe the mechanics of this proposed transactions or the corporate governance issues regarding the new proposed entity, for instance, will the new entity be another non-profit entity and, if so, the time to receive designation of that non-profit status. The declaration of Brian M. Good is silent regarding any guarantee by that obligation by the Debtor or by Bay Vista. There is no explanation for the need to have an entity other than Bay Vista or the Debtor as the principal obligor on this new financing. The Disclosure Statement should be augmented by including a description of these points. * The Debtor proposes to reduce the funds intended to be paid to Fannie Mae from $5 million to $4,500,000. This figure does not include any attorneys' fees or costs incurred to date or projected through plan confirmation. The Disclosure Statement indicates the Debtor intends to seek immediate estimation or determination of Fannie Mae's claim in connection with plan confirmation to obviate any need to reserve for the dispute portion of Fannie Mae's claim. If Fannie Mae establishes the full amount that it asserts, will Fannie Mae seek to have a portion of the AP Mortgage reserve paid to it? How will the AP Mortgage reserve be replenished? * The Disclosure Statement indicates that the AP Mortgage reserve will be $1,460,000 despite the fact that the AP Mortgage proof of claim filed on Jan. 13, 2016 as Claim No. 3-1 reflects an amount then owing of $1,517,934. The Claim continues to bear interest at the default rate of 11.25 percent and attorneys' fees and costs continue to mount on that claim. The Debtor intends to litigate with AP Mortgage regarding the extent of the claim. There is already litigation pending in San Diego County Superior Court between the Debtor and Bay Vista on one hand and AP Mortgage on the other. The Plan and Disclosure Statement are not clear whether the Debtor intends to continue with the state court litigation or attempt new litigation in this Court. Similarly, the Debtor does not address the issue of mandatory abstention by this Court of any new litigation on the issues pursuant to 28 U.S.C. Sec. 1334(c)(2), or the steps involved in litigation in this court and its appellate procedures, in the state court or its appellate procedures, and the cost involved in each of those routes, both attorneys' fees for AP Mortgage allowable under Section 506(b) (11 U.S.C. Sec. 506(b)) and interest at the rate of 11.25 percent per year. AP Mortgage estimates that its accumulated charges for interest, attorneys' fees and costs for proceeding with the litigation already pending in state court through the appellate process, a projected three year period, would be $617,000. AP Mortgage also believes that pursuing litigation, at least initially, in this Court and through the appellate process, a projected five year period, would result in interest, attorneys' fees and costs of approximately $1,200,000. A hearing on the Revised Disclosure Statement and the objections is slated for April 21, 2016, at 2:00 p.m. Attorneys for creditor AP Mortgage Company: Michael Wright, Esq. LAW OFFICES OF MICHAEL WRIGHT 5190 Governor Dr., Suite 207 San Diego, CA 92122 Telephone: (858) 554-1830 Facsimile: (858) 554-0033 E-mail: mwright@cochranohio.com - and - Michael Y. MacKinnon, Esq. Gerald N. Sims, Esq. PYLE SIMS DUNCAN & STEVENSON 401 B Street, Suite 1500 San Diego, CA 92101 Telephone: (619) 687-5200 Facsimile: (619) 687-5210 E-mail: miguelm@psdslaw.com jerrys@psdslaw.com Attorney for Fannie Mae: David M. Hershorin, Esq. Jean Wilcox, Esq. Thomas S. Van, Esq. HERSHORIN & HENRY, LLP 27422 Portola Parkway, Suite 360 Foothill Ranch, CA 92610 Tel: (949) 859-5600 Fax: (949) 859-5680 E-mail: davidh@hhlawgroup.com jeanw@hhlawgroup.com thomasv@hhlawgroup.com About Tierra Del Rey Tierra Del Rey, LLC, is a single asset real estate limited liability company owned by Bay Vista Methodist Heights, Inc. ("BVMH"). BVMH is a nonprofit public benefit corporation formed in 1966 by Rev. Grandison M. Phelps, Pastor of St. Paul United Methodist Church of San Diego, to provide affordable housing to the community. In 2008, BVMH acquired the 80-unit apartment complex known as Tierra Del Rey in La Mesa, California for $7.53 Million. Title to the La Mesa property, which is Tierra Del Rey LLC's sole asset, is held by Tierra Del Rey. The property was valued at $10.6 million and secures a debt of $4.21 million debt to Fannie Mae (1st trust deed) and a $1.27 million debt to AP Mortgage Company, Inc. (2nd trust deed). A receiver seized control of the apartment complex on June 19, 2015. The receiver, Trigild Inc., was appointed at the behest of AP Mortgage, which commenced the suit styled, AP Mortgage Company, Inc. vs. Bay Vista Methodist Heights et al. 37-2015-00012044-CU-OR-CTL, SDSC Central Division. Tierra Del Rey filed a Chapter 11 bankruptcy petition (Bankr. S.D. Cal. Case No. 15-04253) on June 29, 2015. Judge Laura S. Taylor is assigned to the case. The Debtor's bankruptcy schedules, as amended, reflect total assets of $10,685,041 (consisting of personal property at $85,041 and the real property at $10,600,000), and total liabilities of $5,533,127 (consisting of secured claims of $5,484,514, priority claims of $0.00, and general unsecured claims of $48,613). The Debtor tapped Craig E. Dwyer, Esq., in San Diego, California, as counsel. No Creditor's Committee has been appointed in this case. TIERRA DEL REY: Seeks July 1 Extension of Plan Filing Date ---------------------------------------------------------- Tierra Del Rey, LLC, asks the U.S. Bankruptcy Court for a second time to extend through and including July 1, 2016, the period during which only the Debtor may file a plan of reorganization to enable the Debtor to negotiate with creditors and otherwise complete its reorganization effort. The Debtor asserts that a good cause exists for a further extension of the exclusive period within which the Debtor may file a plan. According to the Debtor, the progress it has made by filing a Plan, by filing a Disclosure Statement that will be approved shortly, and by scheduling a confirmation hearing for April 21, 2016, and in light of other matters that have consumed the time of the Debtor and its counsel and the length of time the Debtor's Chapter 11 case has been pending are also noteworthy. The Debtor further asserts that failure to grant a modest extension of the exclusive period unfairly would shift the balance of power in favor of secured creditors Fannie Mae and AP Mortgage, who have sought to delay approval of the Disclosure Statement and prefer to force a sale of the real property in a Chapter 7 case to enhance their own rights. The Debtor also notes that its Creditors have not raised serious issues concerning viability of the Plan or the Debtor’s ability to confirm it. Tierra Del Rey, LLC is represented by: K. Todd Curry, Esq. CURRY ADVISORS A Professional Law Corporation 525 B Street, Ste. 1500 San Diego, California 92101 Telephone: (619) 238-0004 Facsimile: (619) 238-0006 About Tierra Del Rey Tierra Del Rey, LLC, owns the Tierra Del Rey Apartments, an 80-unit multi-family apartment complex at 3675 King Street and 6975 Waite Street in La Mesa, California. The property is valued at $10.6 million and secures a debt of $4.21 million debt to Fannie Mae (1st trust deed) and a $1.27 million debt to AP Mortgage Company, Inc. (2nd trust deed). A receiver seized control of the apartment complex on June 19, 2015. The receiver, Trigild Inc., was appointed at the behest of AP Mortgage, which commenced the suit styled, AP Mortgage Company, Inc. vs. Bay Vista Methodist Heights et al. 37-2015-00012044-CU-OR-CTL, SDSC Central Division. Tierra Del Rey filed a Chapter 11 bankruptcy petition (Bankr. S.D. Cal. Case No. 15-04253) on June 29, 2015, disclosing assets of $10.8 million against $5.54 million in debt. The Debtor tapped Craig E. Dwyer, Esq., in San Diego, California, as counsel. TRANEN CAPITAL: Liquidation Proceedings Recognized in U.S. Courts ----------------------------------------------------------------- The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York recognized the winding up and liquidation of Tranen Capital Alternative Investment Fund Ltd. in the Eastern Caribbean Supreme Court in the High Court of Justice in the British Virgin Islands as a foreign main proceeding under Section 1517 of the Bankruptcy Code. As reported by the Troubled Company Reporter on Sept. 25, 2015, Hadley J. Chilton and John J. Greenwood of Baker Tilly (BVI) Limited, in their capacities as joint liquidators for the Debtor had asked the Court to recognize the winding up and liquidation of the Debtor. The Joint Liquidators filed under Chapter 15 of the Bankruptcy Code, which would compel parties to cooperate with their investigation of the Debtor's possible claims against numerous U.S. persons, including its directors, managers, and certain service providers arising from material irregularities in relation to the Debtor, its management, and its affairs. "This tolling will afford the Petitioners an opportunity to conclude their investigations and properly and timely assert claims against third parties who may have engaged in wrongful conduct against the Debtor," says Martin G. Bunin, Esq., at Alston & Bird LLP, counsel to the Joint Liquidators. On July 4, 2014, the Debtor filed an application with the Eastern Caribbean Supreme Court in the High Court of Justice in the British Virgin Islands to appoint liquidators after forensic analysis indicated that it was insolvent and that a liquidator should be appointed. The Application was granted on July 11, 2014. Before being placed into liquidation by the BVI Court, Tranen Capital purportedly transacted and invested in the secondary life insurance market. Around July 2012, the Debtor ceased making premium payments on policies it then owned, causing those policies to lapse. The Debtor officially announced on May 30, 2013, that its board of directors had determined to suspend the payment of redemptions, citing: (1) a large number of redemption requests received over a short period; (2) difficulty in quickly selling insurance policies without adverse consequences to the Debtor's assets; and (3) the resulting delay of cash flow due to the theft of a death benefit due the Debtor. The Debtor's board of directors also immediately suspended trading on the Irish Stock Exchange. Tranen Capital is also a party to civil actions in various states in the U.S. arising from supposed misappropriation and personal use of invested funds. Certain investors have alleged that the directors and managers of the Debtor used the invested funds, proceeds, and death benefits to, among other things, purchase real estate for their personal benefit, purchase luxury automobiles for their personal benefit, purchase or lease a private aircraft and otherwise lead lavish lifestyles. And according to a 2013 KPMG audit, the Debtor's management team allegedly: (a) redeemed their own shares while postponing or delaying redemption requests from investors; (b) loaned themselves money from the Debtor's assets; (c) could not account for a $10,000,000 receivable; (d) made a "loan to affiliate" of $16,000,000; and (e) caused multiple policies to lapse, which materially harmed the Debtor and its assets. The Joint Liquidators expect the Debtor to benefit from the "breathing spell" afforded by the automatic stay once the order recognizing the BVI Proceeding is entered. Per the Winding-up Order, the Joint Liquidators have all the power to commence, continue, discontinue or defend any action or other legal proceedings on behalf of the Debtor. As reflected in the petition, the Debtor has estimated assets of $10 million to $50 million and liabilities of more than $100 million. The Debtor has approximately 200 investors with approximately $184,000,000 of invested capital. The Debtor also has approximately 23 U.S.-based creditors. A copy of the petition is available for free at: http://bankrupt.com/misc/2_TRANEN_petition.pdf Chapter 15 Petitioners: Hadley J. Chilton and John J. Greenwood of Baker Tilly (BVI) Limited, as Joint Liquidators filed Chapter 15 petition for Tranen Capital Alternative Investment Fund Ltd. (in liquidation) (Bankr. S.D. NY Case No. 15-12620) on Sept. 24, 2015. The Hon. Sean H. Lane presides over the case. The petitioners are represented by Martin G. Bunin, Esq., William S. Sugden, Esq., Jonathan T. Edwards, Esq., at Alston & Bird LLP. The Debtor's estimated assets at $10 million to $50 million and debts at $100 million to $500 million. TRINITY TOWN: Schedules $25.2M in Assets, $21.6M in Debt -------------------------------------------------------- Trinity Town Center LLLP filed its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $25,180,000 B. Personal Property $35,778 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $19,991,525 E. Creditors Holding Unsecured Priority Claims $971 F. Creditors Holding Unsecured Non-priority Claims $1,607,373 -------------- ------------ TOTAL $25,215,778 $21,599,870 A copy of the company's schedules is available without charge at http://is.gd/DEXHJi About Trinity Town Center Trinity Town Center LLLP is a Florida limited liability limited partnership, developing, owning and operating the Trinity Town Center, a real estate project located in Trinity, Florida, that is intended to be used as a life style center containing retail, restaurant, financial services, and offices for professional and medical. On Jan. 20, 2015, Trinity Town Center LLLP filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-00405) in Tampa, Florida. The petition was signed by Michael D. Luetgert, the CRO. The Debtor has tapped McIntyre Thanasides Bringgold Elliot as its legal counsel. * * * The deadline for filing claims is May 9, 2016. UNITED NATIONAL: March 24 Meeting Set to Form Creditors' Panel -------------------------------------------------------------- Andy Vara, United States Trustee of Region 3, will hold an organizational meeting on March 24, 2016, at 11:00 a.m. in the bankruptcy case of United National Machine Tool, Inc. The meeting will be held at: United States Bankruptcy Court 402 East State Street, Room 129 Trenton, New Jersey 08608 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. VALEANT PHARMA: Delay in Filing Audited Results Add to Discord -------------------------------------------------------------- Robert Cyran, writing for The New York Times' DealBook, reported that Valeant Pharmaceuticals International's failure to file audited results has started a countdown to default that vaporized more than 40 percent of its market value in early trading on March 15. According to the report, executives are mulling selling assets, but with so many questions about its financials unanswered, Valeant's outlook is bleak. It is never good when the conversation on a company's earnings conference call focuses on its liquidity and ability to meet debt obligations, the report related. The now $12.5 billion company has about $30 billion of debt, thanks to a string of acquisitions; with more than $1 billion of cash on hand, executives argue that it can meet its remaining scheduled debt and interest payments this year, the report further related. That becomes irrelevant if it cannot produce audited results within 60 days, as investors can then demand that Valeant repay a chunk of its debt, the report added. Headquartered in Laval, Quebec, Valeant Pharmaceuticals International, Inc. is a global specialty pharmaceutical company with expertise including branded dermatology, gastrointestinal disorders, eye health, neurology, branded generics and OTC products. Valeant reported approximately $10 billion in total revenue for the 12 months ended Sept. 30, 2015. * * * The Troubled Company Reporter, on Feb. 25, 2016, reported that Moody's Investors Service affirmed the ratings of Valeant Pharmaceuticals International, Inc. and subsidiaries, including the Ba3 Corporate Family Rating and Ba3-PD Probability of Default Rating. At the same time, Moody's revised the rating outlook to negative from stable. This rating action follows the announcement that Valeant will not file its Form 10-K report with the Securities and Exchange Commission by the required filing deadline of Feb. 29, 2016. Valeant's late 10-K filing relates to the ongoing work of its ad hoc board committee, and the finding of misstatements related to the timing of revenue recognition. Moody's notes that the amount of the misstatements appears relatively minor. However, the misstatements may not be final because the work of the ad hoc committee remains ongoing including its review of accounting and its relationship with Philidor. VARIANT HOLDING: LFHC Discloses Zero Assets, $110M in Debt ---------------------------------------------------------- Laser Focus Holding Company LLC, an affiliate of Variant Holding Company LLC, disclosed zero assets and $110,450,111 in debts in its schedules of assets and liabilities: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $0 B. Personal Property $0 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $91,043,597 E. Creditors Holding Unsecured Priority Claims $331,006 F. Creditors Holding Unsecured Non-priority Claims $19,075,507 ---------- ----------- TOTAL $0 $110,450,111 A copy of the company's schedules is available without charge at http://is.gd/phFw28 About Variant Holding Tucson, Arizona-based Variant Holding Company, LLC, and its direct and indirect subsidiaries are a commercial real estate business with direct and indirect ownership interests in 23 real property interests in various states. Variant Holding commenced bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug. 28, 2014. Variant Holding estimated $100 million to $500 million in assets and less than $100 million in debt. Members holding the majority of the interests in the company, namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the resolution authorizing the bankruptcy filing. Laser Focus Holding Company LLC and 33 other subsidiaries of Variant filed voluntary Chapter 11 petitions on Jan. 12, 2016. Variant's property-owning subsidiaries, which own 23 apartment complexes, and which are debtors are: (1) Broadmoor Apartments, LLC, Chesapeake Apartments, LLC, Holly Ridge Apartments, LLC, Holly Tree Apartments, LLC, Preston Valley Apartments, LLC, Ravenwood Hills Apartments, LLC, River Road Terrace Apartments, LLC, and Sandridge Apartments, LLC (collectively, the "FX3 Portfolio Debtors"); (2) 10400 Sandpiper Apartments, LLC, 10301 Vista Apartments, LLC, Pines of Westbury, Ltd., 201 Ashton Oaks Apartments, LLC, 13875 Cranbook Forest Apartments, LLC, 5900 Crystal Springs Apartments, LLC, 7107 Las Palmas Apartments, LLC, 11911 Park Texas Apartments, LLC, 1201 Oaks of Brittany Apartments LLC, 3504 Mesa Ridge Apartments, LLC, 667 Maxey Village Apartments, LLC, 17103 Pine Forest Apartments, LLC, 7600 Royal Oaks Apartments, LLC, and 4101 Pointe Apartments, LLC (collectively, the "H14 Portfolio Debtors"); and (3) The Oaks of Stonecrest Apartments, LLC ("Oaks at Stonecrest")(the FX3 Portfolio Debtors, the H14 Portfolio Debtors and Oaks at Stonecrest are collectively referred as the "Property-Owning Debtors"). The cases are jointly administered under Lead Case No. 14-12021. The FX3 Portfolio Debtors own 8 apartment projects in Texas, Maryland, Virginia, and South Carolina, which properties total 1,850 housing units. The H14 Portfolio Debtors own 14 apartment projects in Texas, which consist of a total of 5,050 housing units. Oaks at Stonecrest owns a single apartment project in Lithonia, Georgia, which has 280 housing units. The Debtors have tapped Pachulski Stang Ziehl & Jones LLP, as counsel and UpShot Services LLC as claims and noticing agent. WESTECH CAPITAL: Case Summary & 7 Unsecured Creditors ----------------------------------------------------- Debtor: Westech Capital Corp. fka Tejas, Inc. c/o Stephen A. Roberts Strasburger & Price, LLP 720 Brazos, Suite 700 Austin, TX 78701 Case No.: 16-10300 Chapter 11 Petition Date: March 14, 2016 Court: United States Bankruptcy Court Western District of Texas (Austin) Debtor's Counsel: Stephen A. Roberts, Esq. STRASBURGER & PRICE, LLP 720 Brazos Street, Suite 700 Austin, TX 78701 Tel: (512) 499-3600 Fax: (512) 499-3660 E-mail: stephen.roberts@strasburger.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Gary Salamone, CEO. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/txwb16-10300.pdf WESTERN DIGITAL: Fitch Assigns 'BB+' Issuer Default Rating ---------------------------------------------------------- Fitch Ratings has assigned a first-time 'BB+' Issuer Default Rating (IDR) to Western Digital Corp. (Western Digital). The Rating Outlook is Stable. Pro forma for the acquisition of SanDisk Corporation (SanDisk) and repayment of the bridge facility, Fitch expects its ratings will affect $15.1 billion of total debt, including the $1 billion revolving credit facility (RCF). A complete list of rating actions follows at the end of this release. KEY RATING DRIVERS -- Diversified Storage Portfolio: Fitch believes the acquisition of SanDisk diversifies Western Digital's technology portfolio and strengthens positions in secular growth markets. Western Digital's technology stack, including hard disk drives (HDD), NAND flash-based solid state drives (SSD) and software uniquely positions the company for next generation storage platforms, while reducing nearer-term risks associated with SSD cannibalization of HDDs. -- Increased Scale and Profitability: The combination increases scale and profitability, which Fitch believes will be essential to support higher investment intensity as: i) Western Digital faces larger competitors; and ii) the industry rapidly evolves around significant cloud driven data growth and new storage architectures, such as 3D NAND. Should investment levels needed to keep up with technology developments in 3D NAND intensify and are not satisfied with operating cash flows at the joint venture (JV) or through equipment leases, Western Digital and Toshiba Corporation may jointly decide to contribute capital to the JV. -- Credible Margin Expansion Story: Fitch expects cost synergies related to the deal and integration of Hitachi Global Storage Technologies (Hitachi) will drive meaningful profit margin expansion. Fitch's base case assumes more than $500 million of cost synergies in the first year after the deal closes and more than $1 billion in subsequent years. Given Western Digital's high fixed cost model, these cost synergies should drive operating EBITDA margin to the mid- to high-20s from the low 20s, pro forma for the acquisition. -- Commitment to Debt Reduction: Fitch expects rapid debt reduction from free cash flow (FCF) and tax efficient use of offshore cash, made possible in connection with a restructuring that is expected to relocate SanDisk's domestic intellectual property (IP) offshore, will result in the Company achieving its 1.5x total leverage (total debt to operating EBITDA) target in the intermediate-term. Fitch expects significant annual FCF of $1.5 billion to $2 billion beyond the near-term, during which Fitch believes the vast majority of cash restructuring costs will largely offset recurring FCF. Until Western Digital achieves the 1.5x total leverage target, Fitch expects the company will limit share repurchases to offsetting dilution. -- Significant Technology Risk: Fitch believes Western Digital is subject to significant technology risk from the storage industry's rapid evolution and emergence of new storage architectures. Western Digital's strategy of layering optimized software onto hybrid HDDs/SSDs for next generation platform solutions further shifts the company's focus to hyper-scale and traditional data center markets (and away from personal computers) but also intensifies technology risk related to a wider array of competitors with alternative technologies. -- 3D NAND Roadmap: Fitch believes Western Digital could structurally trail competitors in 3D NAND through the intermediate term, potentially adversely impacting operating results and reducing FCF for debt reduction. Given SanDisk's cost advantage in 2D NAND, the company plans to ship 3D NAND with a gradual volume ramp beginning in the second-half of calendar 2016 and continuing throughout calendar 2017 and 2018. Intel and Samsung, both larger competitors with greater financial capacity, currently are or will ship 3D NAND in the near term. At the same time, SanDisk owns a number of patents related to 3D NAND that it licenses to certain competitors, indicating the company has invested significantly in the technology. -- Revenue Pressures and Volatility: Fitch expects the combined company will face meaningful near- to intermediate-term revenue pressures and that increased exposure to datacenter spending could exacerbate volatility. Revenues have declined on a constant currency basis in each of the past two years, due to negative PC unit growth and SSD's cannibalization of HDDs in PCs and performance enterprise. Fitch expects SanDisk's removable retail business will continue being pressured by the increased use of cloud based storage and the decreased use of single function electronic devices, such as cameras. Meanwhile, a sales mix shift to datacenters should improve visibility but also add top line volatility from capex cycles. Beyond the next two years, Fitch anticipates low- to mid-single digit organic revenue growth from market growth in datacenters and enterprise markets. -- High Leverage Reduces Flexibility: Fitch anticipates leverage will be 3.4x at the close of the transaction (excluding synergies and pro forma the repayment of the bridge loan), limiting financial flexibility, although Fitch expects rapid debt reduction from higher FCF and offshore cash repatriation. Fitch believes reducing leverage is imperative for Western Digital, as investments in innovation, including potential IP- driven acquisitions, are critical to long-term success given rapid technology evolution. KEY ASSUMPTIONS -- SanDisk acquisition closes at the beginning of the first quarter in fiscal 2017. -- Mid-double digit negative revenue growth in fiscal 2016, driven by lower PC shipments, cannibalization of HDDs by SSDs, slowing smartphone demand, and a pause in datacenter capacity growth. -- Low-single digit revenue growth in 2017 and mid-single revenue growth in 2018, driven by solid client SSD unit growth, moderating PC unit declines, and significant data growth driving enterprise SSD and nearline HDD unit growth. -- Significant synergies related to Western Digital's integration of Hitachi and SanDisk driving meaningful profit margin expansion, despite pressures in the removable retail business and core NAND markets such as smartphones. -- Repatriation of foreign cash for debt prepayment. -- No increases to the dividend or share repurchases beyond anti- dilution until the company achieves its target leverage of 1.5x. RATING SENSITIVITIES The ratings may be downgraded if Fitch expects: -- Sustained negative revenue growth, likely from i) slower than anticipated growth within enterprise that is insufficient to offset the secular decline in PCs and the removable storage market, or ii) market share losses to competing technologies, including 3D NAND; or -- Slower than expected debt reduction resulting in total leverage sustained above 3x. Positive rating actions would require Fitch's expectations for: -- Consistently positive mid-cycle organic revenue growth from successful implementation of the company's strategy, including increased penetration in enterprise growth markets by leveraging its technology stack; and -- Western Digital to reach 1.5x total leverage from significant voluntary debt reduction. LIQUIDITY Fitch believes Western Digital's liquidity position is solid, supported by: -- Estimated U.S. and foreign cash balances of $1 billion and $3.25 billion at time of deal close (pro forma repayment of the bridge facility); and -- $700 million of undrawn capacity under its revolving credit facility. Fitch's expectation for annual FCF of more than $1.5 billion also supports liquidity. FULL LIST OF RATING ACTIONS Western Digital Corp. -- Long-term Issuer Default Rating (IDR) 'BB+'; -- Senior secured revolving credit facility 'BBB-/RR1'; -- Senior secured term loan A 'BBB-/RR1'; -- Senior secured term loan B 'BBB-/RR1'; -- Senior secured notes 'BBB-/RR1'; -- Senior unsecured notes 'BB+/RR4'. WHITEWATER PLAZA: Case Summary & 10 Unsecured Creditors ------------------------------------------------------- Debtor: Whitewater Plaza, LLC 1139 W. Main Street Whitewater, WI 53190 Case No.: 16-22137 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: March 14, 2016 Court: United States Bankruptcy Court Eastern District of Wisconsin (Milwaukee) Judge: Hon. Susan V. Kelley Debtor's Counsel: Justin M. Mertz, Esq. KERKMAN & DUNN 757 N. Broadway, Suite 300 Milwaukee, WI 53202 Tel: 414-277-8200 Email: jmertz@kerkmandunn.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Daniel B. Genzel, authorized agent. A list of the Debtor's 10 largest unsecured creditors is available for free at http://bankrupt.com/misc/wieb16-22137.pdf WINDSOR FINANCIAL: Gets Approval to Hire Lowenstein as Counsel -------------------------------------------------------------- Windsor Financial Group LLC received court approval to hire Lowenstein Sandler LLP as its bankruptcy counsel. The services to be provided by the firm include counseling Windsor Financial with regard to its rights and obligations as a debtor-in-possession; appearing in court on behalf of the company; preparing court documents; and prosecuting actions by the company to protect its estate. Lowenstein will be compensated on an hourly basis and will receive reimbursement for work-related expenses. The firm's hourly rates are as follows: Partners $550 - $1,100 Senior Counsel and Counsel $390 – $695 Associates $285 - $595 Paralegals and Assistants $110 - $290 Sharon Levine, Esq., a partner at Lowenstein, disclosed in a declaration that the firm does not hold an interest adverse to Windsor Financial's estate and is a "disinterested person" under section 101(14) of the Bankruptcy Code. About Windsor Financial Windsor Financial Group LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-10097) on Jan. 15, 2016. Armando Ruiz signed the petition as chief executive officer. The Debtor estimated both assets and liabilities in the range of $10 million to $50 million. Lowenstein Sandler LLP serves as the Debtor's counsel. WINDSTREAM SERVICES: S&P Rates Proposed $400MM Sr. Sec. Loan 'BB' ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issue-level rating and '1' recovery rating to Little Rock, Ark.-based telecommunications service provider Windstream Holdings Inc.'s proposed $400 million senior secured term loan B-6 due 2021, to be issued out of wholly-owned subsidiary Windstream Services, LLC. The '1' recovery rating indicates S&P's expectation for very high (90%-100%) recovery in the event of payment default. S&P expects that net proceeds from the term loan will be used to repay a portion of its existing senior unsecured notes due in 2017. S&P's 'B+' corporate credit rating and stable outlook are not affected by the transaction since S&P expects it to be leverage-neutral, despite some modest interest cost savings. S&P expects Windstream's debt to EBITDA to remain in the mid-5x area or higher, and free operating cash flow to debt to be less than 5% over the next couple of years. Moreover, Windstream has an aggressive financial policy and S&P believes that it could pursue a strategy that allocates a portion of excess cash flow to drive shareholder returns. S&P's assessment of Windstream's business risk is based on its solid, albeit deteriorating, position as a provider of local and long-distance telecommunications services in less competitive rural markets, modest revenue growth from high-speed data services and enterprise customers, and healthy adjusted EBITDA margins, in the mid-30% area. Partial mitigating factors include competition from wireless substitution and cable telephony, resulting in ongoing voice access line losses in the residential segment, and competitive pressures in the company's CLEC markets, which has hurt overall revenue trends. Moreover, the large fixed rent expense associated with the spin-off of its fiber and copper assets reduces its operating flexibility, which is particularly important if revenues continue to decline. RATINGS LIST Windstream Holdings Inc. Corporate Credit Rating B+/Stable/-- New Ratings Windstream Holdings Inc. Senior secured term loan B-6 due 2021 BB Recovery Rating 1 WIRECO WORLDGROUP: Closing Most Operations in St. Joseph -------------------------------------------------------- Dow Jones' Daily Bankruptcy Review, citing the Associated Press, reported that a company that was once one of St. Joseph, Mo.'s largest employers is closing most of its manufacturing operations and will eliminate all but 14 jobs. According to the report, WireCo WorldGroup President and Chief Executive Chris Ayers announced that it is eliminating 49 jobs and winding down a wire rope manufacturing operation that once employed 1,500 people in St. Joseph and has been in the city for nearly 70 years. * * * The Troubled Company Reporter, on March 9, 2016, reported that Standard & Poor's Ratings Services said it lowered its corporate credit rating on Kansas City, Mo.-based WireCo WorldGroup Inc. one notch to 'B-' from 'B'. The rating outlook is negative. At the same time, S&P lowered the issue-level ratings on WireCo's senior credit facilities due February 2017 to 'B' from 'B+' and its $425 million senior unsecured notes due 2017 to 'CCC+' from 'B-'. The '2' recovery rating on the company's senior secured credit facilities due February 2017 and '5' recovery rating on the company's 9.5% senior unsecured notes due May 2017 are unchanged. The '2' recovery rating indicates S&P's expectation for substantial (70% to 90%; at the upper end of the range) recovery in the event of a payment default while the '5' recovery rating indicates S&P's expectation for modest (10% to 30%; at the lower end of the range) recovery in the event of a payment default. XENONICS HOLDINGS: Sec. 341 Meeting Set for April 12 ---------------------------------------------------- Bankruptcy Data reports that the U.S. Trustee scheduled a meeting of creditors under Sec. 341 of the Bankruptcy Code for April 12, 2016, in the Chapter 7 case of Xenonics Holdings. Xenonics Holdings, Inc. (OTCQB: XNNH) on March 11 announced that it has filed a petition for Chapter 7 Bankruptcy (S.D. Cal. Case No. 16-01313). The Company is represented by Michael D. Breslauer, Esq. -- mbreslauer@swsslaw.com -- of Solomon Ward Seidenwurm & Smith. Xenonics was severely impacted by the reductions in the U.S. Defense budget and by delays in obtaining highly anticipated and significant international purchase orders, the Company said in a statement. For the last seven months the Company's officers worked diligently without compensation to obtain purchase orders while barely being able to maintain minimal operations. Without these purchase orders, the Company does not have enough working capital to continue operations. About Xenonics Headquartered in Carlsbad, California, Xenonics Holdings, Inc. -- http://www.xenonics.com-- develops and produces advanced, lightweight and compact ultra-high-intensity illumination and low-light vision products for military, law enforcement, public safety, and commercial and private sector applications. YBRANT MEDIA: Declares Bankruptcy Over Lycos-Related Lawsuit ------------------------------------------------------------ Ybrant Media Acquisition, Inc., sought protection under Chapter 11 of the Bankruptcy Code after losing $36.6 million in a legal fight with Korea's Daum Global Holdings Corp. over its acquisition of the Lycos search engine. The Debtor has commenced its Chapter 11 case to afford it sufficient time to complete its ongoing discussion with Daum. It is also looking forward to raise capital through debt or equity financing in order to fund the settlement and satisfy claims of other creditors. According to documents filed with the Court, Ybrant entered into a stock purchase agreement with Daum on Aug. 15, 2010, to acquire from Daum 100% of the issued and outstanding capital stock of Lycos, Inc. In accordance with the SPA, the exact purchase price was to be determined after the close of Lycos' 2010 fiscal year, less $20 million which was due at closing. Ybrant said it paid to Daum the initial $20 million on Oct. 14, 2010, and Daum transferred to it 4,905,498 shares, representing a 56% ownership interest in Lycos. Pursuant to the terms of the SPA, Daum retained a security interest in 44% of the shares (3,854,319) to secure Ybrant's payment obligation. The Debtor asserted that it owed Daum $17.2 million in earnout payments. Daum, on the other hand, insisted that it was entitled to $33.6 million additional payments. Unable to settle the dispute, Daum launched an arbitration case against Ybrant with the Secretariat of the ICC International Court of Arbitration on Jan. 3, 2012. The ICC International Court of Arbitration, on Sept. 24, 2014, issued its final award, pursuant to which it awarded Daum $33,547,883 plus interest and legal fees. Daum subsequently commenced an action in the United States District Court for the Southern District of New York seeking confirmation of the ICC International Court of Arbitration's Final Award. On May 6, 2015, the District Court entered a judgment against the Debtor for $36.6 million. On Jan. 25, 2016, Daum moved in the District Court to appoint itself as receiver of the Debtor's 56% ownership interest in Lycos. The action has been stayed with the filing of the Debtor's bankruptcy case. About Ybrant Media Ybrant Media Acquisition, Inc. was incorporated in 2007 and is a wholly-owned subsidiary of Ybrant Digital Limited, a global digital marketing company organized under the laws of India, whose shares are publicly traded on the Bombay Stock Exchange and the National Stock Exchange of India. The Debtor was created for the purpose of purchasing and managing the assets of Internet and media-related businesses. Ybrant Media filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-10597) on March 14, 2016. The petition was signed by Suresh K. Reddy as chief executive officer. The Debtor estimated assets in the range of $10 million to $50 million and liabilities of up to $50 million. Rosen & Associates, P.C. serves as the Debtor's counsel. YBRANT MEDIA: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Ybrant Media Acquisition, Inc. 2121 North Frontage Road, No. 326 Vail, CO 81657 Case No.: 16-10597 Type of Business: Digital Marketing Chapter 11 Petition Date: March 14, 2016 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Nancy Lynne Kourland, Esq. ROSEN & ASSOCIATES, P.C. 747 Third Avenue New York, NY 10017 Tel: (212) 223-1100 Fax: (212) 223-1102 E-mail: nkourland@rosenpc.com - and - Sanford P. Rosen, Esq. ROSEN & ASSOCIATES, P.C. 747 Third Avenue, Floor 20 New York, NY 10017-2803 E-mail: srosen@rosenpc.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Suresh K. Reddy, chief executive officer. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. ZLOOP INC: U.S. Trustee Objects to Plan, Disclosure Statement ------------------------------------------------------------- Andrew S. Vara, Acting U.S. Trustee for Region 3, complains that ZLoop, Inc., et al.'s Liquidation Plan contains provision that render it unconfirmable, including an attempt to obtain third-party releases in favor of Robert Boston and Robert LaBarge without seeking affirmative creditor consent, a discharge of the Debtors, and improper classification. The U.S. Trustee also complains that the Disclosure Statement omits any discussion of potential estate claims against Boston or LaBarge and gives every indication such claims will not be pursued in the Plan. The Disclosure Statement does not disclose to creditors how much they will receive and when, nor does the Disclosure Statement adequately disclose the values of property subject to secured claims and the unsecured Mosing claim, the U.S. Trustee asserts. As previously reported by The Troubled Company Reporter, the U.S. Trustee, joined by Kendall G. Mosing and ZLOOP LA, LLC, asked the Bankruptcy Court to immediately convert the Debtors' Chapter 11 cases to cases under Chapter 7 of the Bankruptcy Code, in order to liquidate the remaining assets, to appoint an independent trustee, and to pursue claims that exist, including claims that may exist against the principals of the Debtors. About ZLOOP, Inc. ZLOOP, Inc., and two affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 15-11660) on Aug. 9, 2015. ZLOOP operates a proprietary, state of the art, 100% landfill free eWaste recycling company headquartered in Hickory, North Carolina. The Debtors tapped DLA Piper LLP as counsel. As of the Petition Date, the Debtors' unaudited consolidated balance sheet reflect total assets of approximately $25 million, including the land and improvements, but excluding certain commodity inventories that are the output of eWaste recycling, and total liabilities of approximately $32 million. On Sept. 2, 2015, the U.S. trustee overseeing the Debtors' Chapter 11 cases appointed Recycling Equipment Inc., E Recycling Systems LLC and Carolina Metals Group to serve on the official committee of unsecured creditors. The committee is represented by Cole Schotz P.C. * * * Zloop, Inc., et al., filed with the U.S. Bankruptcy Court for the District of Delaware a Joint Chapter 11 Plan of Liquidation and accompanying disclosure statement, which contemplate the sale of substantially all of the Debtors's assets, before, on or following the Effective Date. ********* 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 2016. 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 ***