/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/130513.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, May 13, 2013, Vol. 17, No. 131 Headlines 11850 DEL PUEBLO: Balks at Lender's Bid for Stay Relief A123 SYSTEMS: Files Plan Modifications Ahead of May 20 Hearing A123 SYSTEMS: Moody Famiglietti May Provide Financial Services AFA INVESTMENT: Cash Collateral Termination Date Extended ALLIANCE HEALTHCARE: S&P Rates $390 Million Secured Debt 'BB-' ALLY FINANCIAL: Fitch Keeps 'BB-' IDR on Rating Watch Negative ANTIOCH COMPANY: U.S. Trustee Forms Seven-Member Creditors Panel ANTIOCH COMPANY: Has Until May 16 to File Schedules of Assets ARYSTA LIFESCIENCE: High Leverage Cues Moody's to Assign B2 CFR ASCEND LEARNING: Bank Debt Trades at 0.15% Discount ATP OIL: To Sell Assets to Credit Suisse for $691 Million ATP OIL: Signifies Intent to Comply With Gomez Hub Shut-in Order B-NWI4 LLC: Voluntary Chapter 11 Case Summary BALL CORP: Fitch Assigns BB+ Rating to $600MM Sr. Unsecured Notes BALL CORP: Moody's Keeps 'Ba1' CFR & Rates New Debt 'Ba1' BALL CORP: S&P Assigns 'BB+' Rating to $600MM Sr. Unsecured Notes BEAR ISLAND: Court Approves Changes to FTI Compensation BISSONNET OAKS: Case Summary & 20 Largest Unsecured Creditors BLUEJAY PROPERTIES: Wants Until July 26 to Solicit Plan Votes BUFFALO PARK: Case Summary & 13 Largest Unsecured Creditors CAESARS ENTERTAINMENT: Bank Debt Trades at 8.49% Discount CITIZENS DEVELOPMENT: Has Until May 24 to File Reorganization Plan CITIZENS DEVELOPMENT: May Use Cash Collateral Through May 31 CLAIRE'S STORES: Moody's Rates New $320MM Sr. Unsec. Notes 'Caa2' CLAIRE'S STORES: S&P Assigns 'CCC' Rating to $320MM Senior Notes CLAMAR ENTERPRISES: Voluntary Chapter 11 Case Summary CLEAR CHANNEL: S&P Rates $1.5 Billion Senior Secured Loan 'CCC+' COMMERCIAL MANAGEMENT: No Special Counsel for Equity Holder D & L ENERGY: U.S. Trustee Forms Seven-Member Creditors Panel DETROIT, MI: Emergency Manager Files Status Report EASTMAN KODAK: Wins Court Approval to Expand E&Y Services EMMONS-SHEEPSHEAD: Taps Wolf Haldenstein as Real Estate Counsel ENTRAVISION COMMUNICATIONS: Moody's Rates New $405MM Debt 'B2' ENTRAVISION COMMUNICATIONS: S&P Rates Term Loan B Due 2020 'B+' GASTAR EXPLORATION: Moody's Assigns 'Caa2' CFR; Outlook Positive GC ENCINO: Voluntary Chapter 11 Case Summary GREGORY WOOD: Taps Robertson & Foley to Locate Buyer HARRON COMMUNICATIONS: Moody's Rates $65MM Add-On Sr. Bonds 'Caa1' HARRON COMMUNICATIONS: S&P Raises Rating on Secured Debt to 'BB' HI-WAY EQUIPMENT: Files Schedules of Assets and Liabilities HOSPITAL ACQUISITION: Moody's Assigns 'B3' Corp. Family Rating HUDBAY MINERALS: S&P Revises Outlook to Negative & Affirms 'B' CCR HUDSON PRODUCTS: No Change on Moody's B2 CFR on Debt Re-Pricing HUFF GRANDCHILDREN: Case Summary & Largest Unsecured Creditor IERRA VENTURE: Case Summary & 15 Largest Unsecured Creditors INSIGNIA VESSEL: Moody's Changes Outlook on 'B3' CFR to Positive ISLE OF CAPRI CASINO: Moody's Rates $300MM Revolver Debt 'Ba2' JAMESTOWN LLC: Voluntary Chapter 11 Case Summary JOHN ROCCO: Trustee May Continue to Pursue Suit v. Peachtree MACON VENTURE: Case Summary & 6 Largest Unsecured Creditors MADISON MEMORIAL: S&P Revises Outlook & Affirms 'BB+' Rating MANAGED HEALTH: S&P Withdraws 'B' Corporate Credit Rating METEX MFG: Seeks Further Extension of Exclusive Periods METROPARK USA: Committee May Modify Terms of Blakeley Employment MORTGAGES LTD: Furst Plan's Suit v. ML Manager Dismissed MULTIBANK: Fitch Affirms 'BB+' Long-Term Issuer Default Rating MURRAY ENERGY: S&P Assigns 'BB-' Rating to $300MM 1st-Lien Loan NATURE'S PUREST: Updated Case Summary & Creditors' Lists NEPHROS INC: Incurs $2.7-Mil. Net Loss in First Quarter ORECK CORPORATION: Case Summary & 21 Largest Unsecured Creditors OTELCO INC: Has Authority to Hire Auditor, Tax Accountant OZBURN-HESSEY HOLDING: Moody's Rates Proposed $320MM Debt 'B3' PEABODY ENERGY: Fitch Affirms 'BB+' Issuer Default Rating PHOENIX DEVELOPMENT: Case Summary & 4 Unsecured Creditors PUERTO DEL REY: Deal on Plan Confirmation Schedule Approved REGAL PROPERTY: Case Summary & 4 Unsecured Creditors REVEL AC: Committee Taps Polsinelli as Bankruptcy Counsel ROCHA DAIRY: Debtor, Creditor MLIC Back to Drawing Board ROTECH HEALTHCARE: Equity Committee Taps Baker as Counsel ROTECH HEALTHCARE: Creditors' Committee Taps Otterbourg as Counsel ROCKWELL MEDICAL: Incurs $15.4-Mil. Net Loss in Q1 2013 RSI GROUP: Case Summary & 6 Largest Unsecured Creditors SAN JUAN CABLE: Moody's Eyes Downgrades After Technical Default SATISFACTION ENTERPRISES: Case Summary & 9 Unsecured Creditors SCHOOL SPECIALTY: Shareholders Want Equity Committee Appointed SCC KYLE: Files Non-Material Modifications to Reorganization Plan SCC KYLE: Court Orders Plan Mediation by May 15 SQUIRE CORRUGATED: Case Summary & 20 Largest Unsecured Creditors SUGARHOUSE HSP: S&P Assigns 'CCC' Rating to $235MM 2nd-Lien Notes SUGARHOUSE HSP: New $235MM Senior Notes Get Moody's 'B3' Rating SUGARLEAF TIMBER: Plan Confirmation Hearing Continued to July 15 SUNSHINE HOTELS: Joint Hearing on Disclosure Statements on June 19 TARGA RESOURCES: Moody's Rates Proposed $625MM Sr. Notes 'Ba3' TARGA RESOURCES: S&P Rates $625MM Senior Unsecured Notes 'BB' TREASURE VALLEY: Case Summary & 20 Largest Unsecured Creditors TXU CORP: 2014 Bank Debt Trades at 22% Off in Secondary Market UNIFIED 2020: Voluntary Chapter 11 Case Summary VIPOO HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors YISHLAM INC: Case Summary & 10 Largest Unsecured Creditors YOUTH WITH A MISSION: Case Summary & 4 Unsecured Creditors YARWAY CORP: Sec. 341(a) Meeting Set for May 29 YARWAY CORP: Asbestos PI Claimants' Committee Appointed YARWAY CORP: FCR Seeks Authority to Hire Counsel, Consultants * Moody's Notes Impact of New Regulations for Insurance Sector * Fitch Says U.S. Healthcare Spending Growth Likely to Remain Low * BOND PRICING -- For Week From May 6 to 10, 2013 ********* 11850 DEL PUEBLO: Balks at Lender's Bid for Stay Relief ------------------------------------------------------- 11850 Del Pueblo LLC filed with the Bankruptcy Court a brief in opposition to lender U.S. Bank National Association's motion for relief of stay. The lender in possession of the Debtor's property through a state court-appointed receiver, alleged that the case was filed in bad faith, and the Debtor failed to comply with the single asset real estate debtor requirements. The Debtor, in its brief, asserted that the lender is adequately protected and has not shown evidence of lack of equity; and the property is necessary for reorganization. About 11850 Del Pueblo 11850 Del Pueblo, LLC, first filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-42819) in Los Angeles on Sept. 27, 2012. The Debtor, a Single Asset Real Estate under 11 Sec. 101(51B), owns property on 11850 Valley Boulevard, in El Monte, California. The property, according to the schedules filed together with the petition, is worth $9 million and secures a $17.5 million claim. The Law Offices of Levi Reuben Uku serves as counsel to the Debtor. The Court dismissed the bankruptcy case on Oct. 12, 2012, due to the Debtor's failure to timely file certain necessary documents. The Debtor filed a second petition (Bankr. C.D. Cal. 12-44726) on Oct. 15. Bankruptcy Judge Robert N. Kwan presides over the case. The Debtor is represented in the second case by Chukwudum N. Emenike, Esq.; and the Law Offices of Levi Reuben Uku. A123 SYSTEMS: Files Plan Modifications Ahead of May 20 Hearing -------------------------------------------------------------- A123 Systems, Inc., et al., filed with the U.S. Bankruptcy Court for the District of Delaware "Modifications to the First Amended Joint Plan of Liquidation." On March 14, 2013, the Court entered an order approving the adequacy of the Disclosure Statement, and scheduling a May 20, 2013 hearing to consider confirmation of Plan. According to the Debtors, modifications to the Plan are the result of negotiations among the Debtors, the Official Creditors' Committee and certain parties-in-interest. The Debtors and their advisors do not believe the Modifications adversely change the treatment of any claim of any creditor or any interest of any equity security holder. The Debtors and their advisors expect that the Plan Modifications will increase recoveries to the holders of impaired claims entitled to a recovery under the Plan. The changes include, among other things: 1. modifications relating to the asset disposition agreement; 2. modifications relating to negotiations between the Debtors and additional parties-in-interest; and 3. additional modifications and filing of the proposed confirmation order. A copy of the Plan Modifications is available for free at http://bankrupt.com/misc/A123SYSTEMS_planmodifications.pdf About A123 Systems Based in Waltham, Massachusetts, A123 Systems Inc. designed, developed, manufactured and sold advanced rechargeable lithium-ion batteries and battery systems and provided research and development services to government agencies and commercial customers. A123 was the recipient of a $249 million federal grant from the Obama administration. A123 and U.S. affiliates, A123 Securities Corporation and Grid Storage Holdings LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012. A123 disclosed assets of $459.8 million and liabilities totaling $376 million. Lawyers at Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as the Debtors' counsel. Lazard Freres & Co. LLC acts as the Debtors' financial advisors, while Alvarez & Marsal serves as restructuring advisors. Logan & Company Inc. serves as the Debtors' claims and noticing agent. Brown Rudnick LLP and Saul Ewing LLP serve as counsel to the Official Committee of Unsecured Creditors. Prior to the bankruptcy filing, A123 had an agreement to sell an 80% stake in the business to Chinese auto-parts maker Wanxiang Group Corp. U.S. lawmakers opposed the deal over concerns on the transfer of American taxpayer dollars and technology to China. When it filed for bankruptcy, the Debtors presented a deal to sell all assets to Johnson Controls Inc., subject to higher and better offers. At the auction in December 2012, most of the assets ended up being sold for $256.6 million to Wanxiang. The deal received approval from the Committee on Foreign Investment in the U.S. on Jan. 29, 2013. A123 Systems was renamed B456 Systems Inc., following the sale. Wanxiang America Corporation and Wanxiang Clean Energy USA Corp. are represented in the case by lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin LLP. JCI is represented in the case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP. A123 has filed a liquidating Chapter 11 plan designed to give holders of $143.75 million in subordinated notes a recovery of about 65%. General unsecured creditors with $124 million in claims are to have the same recovery. The plan provides for holders of $35.7 million in senior note claims to be paid in full. A123 SYSTEMS: Moody Famiglietti May Provide Financial Services -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized B456 Systems, Inc., f/k/a A123 Systems, Inc., to employ Moody, Famiglietti & Andronico, LLP, to review interim financial information of A123 Systems for the three month period ending Sept. 30, 2012. As reported in the Troubled Company Reporter on April 18, 2013, according to the Debtors, a review of A123 System's financial information is necessary for the Company to be able to file with the U.S. Securities and Exchange Commission the required quarterly report on Form 10-Q for the quarter ended on Sept. 30, 2012. The Debtors relate that they have not filed the Form 10-Q due to the filing of their Chapter 11 cases. The Debtors will pay MFA fees between $99,000 and $165,000, depending on the complexity of the information to be reviewed. The Debtors assured the Court that no work performed by MFA will be duplicative or work performed by any other professional retained by the Debtors in the cases. About A123 Systems Based in Waltham, Massachusetts, A123 Systems Inc. designed, developed, manufactured and sold advanced rechargeable lithium-ion batteries and battery systems and provided research and development services to government agencies and commercial customers. A123 was the recipient of a $249 million federal grant from the Obama administration. A123 and U.S. affiliates, A123 Securities Corporation and Grid Storage Holdings LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012. A123 disclosed assets of $459.8 million and liabilities totaling $376 million. Lawyers at Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as the Debtors' counsel. Lazard Freres & Co. LLC acts as the Debtors' financial advisors, while Alvarez & Marsal serves as restructuring advisors. Logan & Company Inc. serves as the Debtors' claims and noticing agent. Brown Rudnick LLP and Saul Ewing LLP serve as counsel to the Official Committee of Unsecured Creditors. Prior to the bankruptcy filing, A123 had an agreement to sell an 80% stake in the business to Chinese auto-parts maker Wanxiang Group Corp. U.S. lawmakers opposed the deal over concerns on the transfer of American taxpayer dollars and technology to China. When it filed for bankruptcy, the Debtors presented a deal to sell all assets to Johnson Controls Inc., subject to higher and better offers. At the auction in December 2012, most of the assets ended up being sold for $256.6 million to Wanxiang. The deal received approval from the Committee on Foreign Investment in the U.S. on Jan. 29, 2013. A123 Systems was renamed B456 Systems Inc., following the sale. Wanxiang America Corporation and Wanxiang Clean Energy USA Corp. are represented in the case by lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin LLP. JCI is represented in the case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP. A123 has filed a liquidating Chapter 11 plan designed to give holders of $143.75 million in subordinated notes a recovery of about 65%. General unsecured creditors with $124 million in claims are to have the same recovery. The plan provides for holders of $35.7 million in senior note claims to be paid in full. AFA INVESTMENT: Cash Collateral Termination Date Extended --------------------------------------------------------- AFA Investment Inc., et al., and the second lien agent agreed to further extend the termination date under the Interim Cash Collateral Order through May 9, 2013. About AFA Foods King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the largest processors of ground beef products in the United States. The Company had five processing facilities and two ancillary facilities across the country with annual processing capacity of 800 million pounds. AFA had seven facilities capable of producing 800 million pound of ground beef annually. Revenue in 2011 was $958 million. Yucaipa Cos. acquired the business in 2008 and currently owns 92% of the common stock and all of the preferred stock. AFA Foods, AFA Investment Inc. and other affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on April 2, 2012, after recent changes in the market for its ground beef products and the impact of negative media coverage related to boneless lean beef trimmings (BLBT) affected sales. Judge Mary Walrath presides over the case. Lawyers at Jones Day and Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel. FTI Consulting Inc. serves as financial advisors and Imperial Capital LLC serves as marketing consultants. Kurtzman Carson Consultants LLC serves as noticing and claims agent. As of Feb. 29, 2012, on a consolidated basis, the Debtors' books and records reflected approximately $219 million in assets and $197 million in liabilities. AFA Foods, Inc., disclosed $615,859,574 in assets and $544,499,689 in liabilities as of the Petition Date. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven members to the official committee of unsecured creditors in the Chapter 11 cases of AFA Investment Inc., AFA Foods and their debtor-affiliates. The Committee has obtained approval to hire McDonald Hopkins LLC as lead counsel and Potter Anderson & Corroon LLP serves as co-counsel. The Committee also obtained approval to retain J.H. Cohn LLP as its financial advisor, nunc pro tunc to April 13, 2012. AFA, in its Chapter 11 case, sold plants and paid off the first- lien lenders and the loan financing the Chapter 11 effort. Remaining assets are $14 million cash and the right to file lawsuits. General Electric Capital Corp. and Bank of America Corp. provided about $60 million in DIP financing. The loan was paid off in July. In October 2012, the Bankruptcy Court denied a settlement that would have released Yucaipa Cos., the owner and junior lender to AFA Foods, from claims and lawsuits the creditors might otherwise bring, in exchange for cash to pay unsecured creditors' claims under a liquidating Chapter 11 plan. Under the deal, Yucaipa would receive $11.2 million from the $14 million, with the remainder earmarked for unsecured creditors. Asset recoveries above $14 million would be split with Yucaipa receiving 90% and creditors 10%. Proceeds from lawsuits would be divided roughly 50-50. ALLIANCE HEALTHCARE: S&P Rates $390 Million Secured Debt 'BB-' -------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB-' rating to Alliance HealthCare Services' $390 million secured bank facility, with a '2' recovery rating, indicating prospects of substantial recovery (70%-90%) of principal in the event of a default. The facility comprises a $340 million term loan and $50 million revolving credit facility, which mature in 2019 and 2018, respectively. This financing, which will take out the company's outstanding term loan, is debt leverage neutral, and will lower interest rates and extend maturities. The issue-level rating assigned is the same rating as the existing term loan. In addition, S&P is raising the issue-level rating on the company's $190 million senior unsecured notes to 'B' from 'B-' and revising the recovery assessment to '5' from '6'. The '5' recovery assessment reflects S&P's expectation for modest recovery (10%-30%) in the event of default. The revision is driven by the increasing portion of the business (now about 20% of EBITDA) relating to joint ventures, which are excluded from the collateral package supporting the secured debt lenders. This non-collateral value would be shared on a pari passu basis among the secured claims not satisfied by the value of the collateral, the claims relating to the unsecured debt, as well as any other unsecured claims. Although the benefits accruing to the unsecured comes at the expense of recovery on the secured debt, collateral coverage for secured lenders remained sufficient to warrant a '2' recovery rating. S&P's ratings on Newport Beach, Calif.-based Alliance HealthCare Services reflects its "weak" business risk profile highlighted by a fragmented diagnostic imaging market with somewhat low barriers to entry, reimbursement risk, and a relatively high fixed-cost structure. Although operating performance remains under pressure, Alliance HealthCare's financial metrics have stabilized over the past few quarters. Adjusted debt leverage of 4.1x and funds from operations-to-debt of 17% for 2012 are consistent with the company's "aggressive" financial risk profile. Healthy internal cash generation support the company's "adequate" liquidity. RATINGS LIST Alliance HealthCare Services Corporate Credit Rating B+/Stable/-- New Rating Alliance HealthCare Services $340 mil term loan due 2019 BB- Recovery Rating 2 $50 mil revolving facility due 2018 BB- Recovery Rating 2 Rating Raised Recovery Rating Revised Alliance HealthCare Services To From Senior Unsecured B B- Recovery Rating 5 6 ALLY FINANCIAL: Fitch Keeps 'BB-' IDR on Rating Watch Negative -------------------------------------------------------------- Fitch Ratings has maintained Ally Financial Inc.'s (Ally) long- term Issuer Default Rating (IDR) and senior unsecured debt rating of 'BB-' on Rating Watch Negative. The ratings were first placed on Rating Watch Negative on May 15, 2012, following the bankruptcy filing by Ally's wholly-owned subsidiary Residential Capital LLC (ResCap). Key Rating Drivers Fitch expects to resolve the Rating Watch upon receiving further clarity and certainty with ResCap's Bankruptcy process. The independent examiner's report is expected to be released in the near future, which should provide clarity on whether ResCap's creditor claims against Ally are valid and can be pursued. In case the independent examiner's report is further delayed, Fitch expects to review the Rating Watch at least quarterly until it is resolved. Ally's core auto-related business continued to perform well both in terms of profitability and asset quality. Profitability improvement was driven by solid growth in auto earning assets (13% year-over-year), despite fierce competition, and lower borrowing costs due to increase in deposit funding. Asset quality was strong with 1Q13 consolidated net loss rate declining to 0.46%, from 0.53% in 4Q12, driven by typical seasonal improvement experienced in the first half of the year. Fitch expects asset quality to normalize in 2013 due to change in Ally's asset-mix, portfolio seasoning, and moderation in used car prices from their historical peaks. Ally's capital levels strengthened in 1Q13, benefiting from earnings retention and gain on sale of international auto-related operations. Furthermore, the sale of remaining mortgage servicing rights (MSRs) assets should further help to reduce the regulatory capital charge associated with the MSRs, and lessen the volatility in Ally's future earnings caused by MSR-related valuation marks. Pro-forma tier 1 common ratio, all else equal, is expected to increase to approximately 9.9% post-closing, from 7.9% at the end of 1Q'13. Fitch believes this gives Ally increased financial flexibility to deal with reasonable adverse developments related to ResCap's bankruptcy. That said, Ally's capital position could be affected depending on the pace of the repayment of the U.S. Treasury's investment relative to earnings generation. Funding and liquidity remained solid. Deposit growth at Ally Bank was robust in 1Q13, and deposits now accounts for 40.1% of Ally's total funding, offering Ally with stable and low-cost source of funding. Retail deposits increased to $38.8bn in 1Q13, up $9.5bn or 32% year-over-year. Liquidity levels increased in 1Q13 primarily due to the $3.7bn in proceeds received from the sale of Canadian operations. Debt maturities have normalized since the company repaid its TLGP debt in 4Q12. Liquidity is expected to improve further as pending international sales close over the remainder of the year. Rating Drivers and Sensitivities The resolution of the Rating Watch will be driven by more clarity/certainty around ResCap's bankruptcy and the potential impact on Ally's financial and credit profile. Ally had previously cited that losses associated with litigation matters and potential PLS claims could be $0-$4 billion. Ratings could come under pressure if Ally is viewed as being liable for ResCap's liabilities and is exposed to claims at the higher end of this range. However, the extent to which Ally's capital position is further reduced as a result of the repayment of all or a portion of the U.S. Treasury's investment in Ally would further influence Fitch's analysis. Conversely, further clarity/ certainty on ResCap's bankruptcy which results in no material impact on Ally's financial and credit profile along with repayment of Ally's secured financing from ResCap, would lead to ratings stability. Positive rating momentum, although limited until ResCap's resolution, would be driven by sustained profitability in Ally's U.S. auto business, expansion of the banking franchise along with growth in the bank's deposit funding base, and repayment of the U.S. Treasury's investment, while maintaining a conservative capital and liquidity posture. Fitch maintains the following ratings on Rating Watch Negative: Ally Financial Inc. -- Long-term IDR 'BB-'; -- Senior unsecured 'BB-'; -- Viability rating 'bb-'; -- Perpetual preferred securities, series A 'CCC'. GMAC Capital Trust I -- Trust preferred securities, series 2 'B-'. GMAC International Finance B.V. -- Long-term IDR 'BB-'; -- Senior unsecured 'BB-'. GMAC Bank GmbH -- Long-term IDR 'BB-'; -- Senior unsecured 'BB-'. Fitch has affirmed the following ratings: Ally Financial Inc. -- Short-term IDR at 'B' -- Short-term debt at 'B'; -- Commercial Paper at 'B'; -- Support at '5'; -- Support Floor at 'NF', GMAC International Finance B.V. -- Short-term IDR at 'B'; -- Short-term debt at 'B'. GMAC Bank GmbH -- Short-term IDR at 'B'; -- Commercial Paper at 'B'. GMAC (U.K.) plc -- Short-term IDR at 'B'; -- Short-term debt at 'B'. ANTIOCH COMPANY: U.S. Trustee Forms Seven-Member Creditors Panel ---------------------------------------------------------------- The U.S. Trustee for Region 12 appointed seven creditors to serve on the Official Committee of Unsecured Creditors in the Chapter 11 cases of The Antioch Company, LLC, et al. The Committee is comprised of: 1. Sharon Holmlund 1315 Cassins Street Carlsbad, CA 92011 Tel: (760) 804-0590 E-mail: SharonHolmlund@gmail.com 2. Dawn Oldham 7537 Pointview Circle Orlando, FL 32836 Tel: (407) 222-9776 E-mail: Cmtidbits@aol.com 3. Karis Bellisario 3409 Ramsgate Way Fort Smith, AR 72902 Tel: (479) 420-6354 E-mail: KarisCM@cox.net 4. Christy J. Keyton 4 Woodmere Drive Dothan, AL 36301 Tel: (334) 791-1821 E-mail: srdirck@aol.com 5. LF Centennial Pte, Ltd. Attn: Martin Leder 12 Princeton Drive Tappan, NY 10983 Tel: (845) 365-3577 E-mail: martyleder@lfusa.com 6. Range Printing Attn: Paul Niccum 1022 Madison Street Brainerd, MN 56401 Tel: (218) 829-5982 7. Lyn Johnson 15545 Quickert Road Saratoga, CA 95070 Tel: (408) 872-0438 E-mail: Lynj@inst.net According to the Trustee, Ms. Holmlund is designated as acting chairperson of the Committee pending selection of a permanent chairperson. About The Antioch Company St. Cloud, Minn.-based scrapbook company The Antioch Company and six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn. Case No. 13-41898) in Minneapolis on April 16, 2013. Antioch disclosed $10 million to $50 million in both assets and debts. The affiliates that separate filed for Chapter 11 are Antioch International-Canada LLC, Antioch International LLC, zeBlooms LLC, Antioch Framers Supply LLC, Antioch International-New Zealand LLC, and Creative Memories Puerto Rico, LLC. Founded in 1926, Antioch and its affiliates make up one of the world's preeminent suppliers of scrapbooks, related accessories, and photo solutions for memory preservation through the direct sales channel. The Debtors also go by business names Creative Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame of Mind and Webway. Antioch has 200 employees and currently has operations through the Debtor companies and foreign subsidiaries in the United States, Canada, Japan, Australia, and New Zealand. In 2012, the Company's net revenue was approximately $93.8 million and it had a net loss of $3.7 million. Antioch previously sought bankruptcy protection in 2008 (Bankr. S.D. Ohio Case No. 08-35741). ANTIOCH COMPANY: Has Until May 16 to File Schedules of Assets ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Minnesota extended until May 16, 2013, the deadline for The Antioch Company and six affiliate to file their schedules of assets and liabilities. St. Cloud, Minn.-based scrapbook company The Antioch Company and six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn. Case No. 13-41898) in Minneapolis on April 16, 2013. Antioch disclosed $10 million to $50 million in both assets and debts. The affiliates that separate filed for Chapter 11 are Antioch International-Canada LLC, Antioch International LLC, zeBlooms LLC, Antioch Framers Supply LLC, Antioch International-New Zealand LLC, and Creative Memories Puerto Rico, LLC. Founded in 1926, Antioch and its affiliates make up one of the world's preeminent suppliers of scrapbooks, related accessories, and photo solutions for memory preservation through the direct sales channel. The Debtors also go by business names Creative Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame of Mind and Webway. Antioch has 200 employees and currently has operations through the Debtor companies and foreign subsidiaries in the United States, Canada, Japan, Australia, and New Zealand. In 2012, the Company's net revenue was approximately $93.8 million and it had a net loss of $3.7 million. Antioch previously sought bankruptcy protection in 2008 (Bankr. S.D. Ohio Case No. 08-35741). In the 2013 case, the U.S. Trustee appointed a seven-member creditors committee. ARYSTA LIFESCIENCE: High Leverage Cues Moody's to Assign B2 CFR --------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating (CFR) to Arysta LifeScience Corporation (Arysta), Ba3 ratings to its proposed $150 million revolving credit facility due 2018 and $1,100 million 7-year first lien term loan, and a Caa1 rating to its proposed $555 million 7.5-year second lien term loan. Proceeds from the term loans are expected to be used to refinance the company's existing debt, add $139 million of cash to Arysta's balance sheet and pay expenses. Moody's also assigned a Speculative Grade Liquidity assessment of SGL-2. The outlook is stable. The following summarizes the ratings activity: Ratings assigned: Arysta LifeScience Corporation Corporate Family Rating (CFR) -- B2 Probability of Default Rating -- B2-PD $150 million revolving credit facility due 2018 -- Ba3 (LGD3, 31%) $1,100 million first lien term loan due 2020-- Ba3 (LGD3, 31%) Speculative Grade Liquidity -- SGL-2 Outlook - Stable Arysta LifeScience SPC, LLC $555 million second lien term loan due 2020 -- Caa1 (LGD5, 80%) Outlook: Stable Ratings Rationale: Arysta B2 CFR reflects the company's high leverage (debt to EBITDA = 6.6x, pro forma for the proposed debt refinancing and including Moody's standard analytical adjustments). The refinancing transaction will increase total debt outstanding to $1,719.6 million (on a pro forma basis as of December 31, 2012) from $1,536.9 million. Approximately $65 million of existing non- syndicated and contingent debt will remain outstanding. The rating is supported by relatively steady earnings and cash flows, diverse operations, a large customer base with little customer concentration, broad geographic exposure, numerous products such that the top 20 products account for less than half of revenues and strong albeit niche market positions. The company has grown historically through acquisitions and is the eleventh largest crop protection chemical provider. Product registration requirements provide meaningful barriers to entry for potential competitors. Favorable long-term demand trends for agricultural chemicals, ongoing efforts by Arysta to expand its portfolio of active ingredients and penetrate into new geographies will allow Arysta to grow earnings and reduce leverage to a level more typical of the B2 CFR. Generics make up the majority of its portfolio and do not provide protection from competition and the higher margins of certain patented products. Foreign exchange exposure has been a source of volatility in earnings reported in Japanese yen, but with the proposed US dollar debt, hedging exposure to the Japanese yen will be less of an issue. Arysta's SGL-2 rating reflects good liquidity, supported by cash balances, availability under its $150 million undrawn revolving credit facility, and expectations it will continue to generate positive free cash flow. Its year-end 2012 cash balance of $44 million will increase to $183 million, pro forma for the proposed refinancing. The new revolving credit facility will be undrawn at the close of the refinancing. The stable outlook reflects Moody's expectation that Arysta will be able to grow its business in a relatively steady manner while reducing leverage. The rating could be upgraded if Arysta were to maintain a Debt / EBITDA ratio of less than 5.0x on a sustained basis as well as continue to generate meaningful free cash flow. The rating could be lowered if the EBITDA margins were to decline substantially or leverage (Debt/EBITDA) remained above 6.0x beyond 2013. The principal methodology used in rating Arysta LifeScience Corporation was Global Chemical Industry Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Arysta LifeScience Corporation (Arysta), headquartered in Tokyo, is an agrochemical company with a diverse portfolio of crop protection products (herbicides, insecticides, fungicides, fumigants, bio-stimulants and nutrients). Arysta's global operations generated 2012 revenues of $1.6 billion. ASCEND LEARNING: Bank Debt Trades at 0.15% Discount ----------------------------------------------------- Participations in a syndicated loan under which Ascend Learning Inc. is a borrower traded in the secondary market at 99.85 cents- on-the-dollar during the week ended Friday, May 10, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.35 percentage points from the previous week, the Journal relates. The loan matures May 18, 2017. The Company pays L+450 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's B2 rating and S&P's CCC rating. Headquartered in Burlington, Massachusetts, Ascend Learning LLC provides technology-based learning solutions and educational content for healthcare and other vocational fields. * * * Standard & Poor's Ratings Services lowered its corporate credit rating on Burlington, Mass.-based Ascend Learning LLC to 'CCC' from 'CCC+'. The outlook is negative. At the same time, S&P is lowering its issue-level ratings on all existing debt by one notch, in conjunction with its change to the corporate credit rating. The recovery ratings on this debt remain unchanged. Total debt outstanding was roughly $420 million as of Dec. 31, 2012. ATP OIL: To Sell Assets to Credit Suisse for $691 Million --------------------------------------------------------- ATP Oil & Gas Corporation will sell substantially all of its Shelf and Deepwater Assets to Credit Suisse AG for $690,800,000 -- the highest and best bid submitted at the auction held May 7, 2013. Credit Suisse, the administrative and collateral agent for the lenders under the Debtor's ATP Oil & Gas Corporation's Senior Secured Superpriority Debtor-in-Possession Credit Agreement dated as of August 29, 2012, had previously filed a notice of intent to bid on behalf of the lenders. At the conclusion of the Auction, the Debtor said it will promptly submit the Successful Bid to its Board of Directors for its consideration. The Debtor did not designate a Backup Successful Bidder. The Honorable Marvin Isgur convened a hearing on May 9 to approve the proposed Sale. About ATP Oil Houston, Tex.-based ATP Oil & Gas Corporation is an international offshore oil and gas development and production company focused in the Gulf of Mexico, Mediterranean Sea and North Sea. ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP, serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt, APC serve as special counsel. Opportune LLP is the financial advisor and Jefferies & Company is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. ATP disclosed assets of $3.6 billion and $3.5 billion of liabilities as of March 31, 2012. Debt includes $365 million on a first-lien loan where Credit Suisse AG serves as agent. There is $1.5 billion on second-lien notes with Bank of New York Mellon Trust Co. as agent. ATP's other debt includes $35 million on convertible notes and $23.4 million owing to third parties for their shares of production revenue. Trade suppliers have claims for $147 million, ATP said in a court filing. An official committee of unsecured creditors has been appointed in the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley & McCloy, in New York, represents the Creditors Committee as counsel. A 7-member panel of equity security holders has also been appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio, Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel to the Equity Committee. ATP is seeking court approval to sell substantially all of its Deepwater Assets and Shelf Property Assets. ATP OIL: Signifies Intent to Comply With Gomez Hub Shut-in Order ---------------------------------------------------------------- ATP Oil & Gas Corporation notified the Court on April 29, 2013, that intends to comply with the Shut-In Order of the Gomez Hub issued by the United States, through its Department of Interior, and has undertaken the necessary steps to facilitate a safe and orderly shut-in of the Hub on or before the expiration of the deadline in the Shut-in Order. The Debtor has been advised that the Interior Dept. will conduct an inspection of the facility located at the Gomez Hub to ensure compliance on or about May 1, 2013. Notwithstanding the foregoing, the Debtor expressly reserved all of its rights with respect to the implementation of the Shut-In Order -- including, without limitation, the right to appeal or contest, in any and all respects, the Shut-In Order or any other order issued by Interior Dept. -- and generally reserves all of its rights regarding the operation and production of its oil and gas leases. The Debtor said it promptly notified the parties with material interests in and to the Gomez Hub of the Interior Dept.'s actions, but for the avoidance of doubt, filed a notice with the Court to alert all parties in the case of the impending shut-in. The Interior Dept. issued on April 24, 2013, the Shut-In Order for a Suspension of Operations and Suspension of Production for Lease OCS-G 14016, Mississippi Canyon (MC) Block 711 (the Gomez Hub), beginning April 30, 2013, and lasting until such time as Interior Dept. notifies the Debtor in writing that the SOO and SOP are no longer in effect. About ATP Oil Houston, Tex.-based ATP Oil & Gas Corporation is an international offshore oil and gas development and production company focused in the Gulf of Mexico, Mediterranean Sea and North Sea. ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP, serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt, APC serve as special counsel. Opportune LLP is the financial advisor and Jefferies & Company is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. ATP disclosed assets of $3.6 billion and $3.5 billion of liabilities as of March 31, 2012. Debt includes $365 million on a first-lien loan where Credit Suisse AG serves as agent. There is $1.5 billion on second-lien notes with Bank of New York Mellon Trust Co. as agent. ATP's other debt includes $35 million on convertible notes and $23.4 million owing to third parties for their shares of production revenue. Trade suppliers have claims for $147 million, ATP said in a court filing. An official committee of unsecured creditors has been appointed in the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley & McCloy, in New York, represents the Creditors Committee as counsel. A 7-member panel of equity security holders has also been appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio, Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel to the Equity Committee. ATP is seeking court approval to sell substantially all of its Deepwater Assets and Shelf Property Assets. B-NWI4 LLC: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: B-NWI4, LLC 3455 Cliff Shadows Parkway, Suite 220 Las Vegas, NV 89129 Bankruptcy Case No.: 13-13954 Chapter 11 Petition Date: May 6, 2013 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Linda B. Riegle Debtor's Counsel: Adam P. Bowler BOGATZ & ASSOCIATES 3455 Cliff Shadows Pkwy, Ste 110 Las Vegas, NV 89129 Tel: (702) 776-7000 Fax: (702) 776-7900 E-mail: abowler@isbnv.com Scheduled Assets: $1,221,500 Scheduled Liabilities: $1,220,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Thomas J. DeVore, COO of Debtor's manager. Affiliates that previously sought Chapter 11 protection: Petition Debtor Case No. Date ------ -------- ---- B-PWR, LLC 12-13827 03/03/12 C-SWDE393, LLC 11-21059 07/13/11 BALL CORP: Fitch Assigns BB+ Rating to $600MM Sr. Unsecured Notes ----------------------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to Ball Corp.'s $600 million senior unsecured notes offering due 2023. The company intends to use a portion of the net proceeds from this offering to pay the consideration in connection with the tender offer for Ball's $375 million unsecured notes due 2016. The remaining net proceeds will be used to repay borrowings under the revolving credit facilities and for general corporate purposes. The unsecured notes will be fully and unconditionally guaranteed by certain of Ball's existing and future domestic restricted subsidiaries that are guarantors of Ball's other indebtedness. The notes will not be guaranteed by any of Ball's foreign subsidiaries. The non-guarantor subsidiaries generated 39% of Ball's net sales and 61% of Ball's assets for the three months ending March 31, 2013. Key Rating Drivers The rating affirmation incorporates the company's diversified sources of cash flow generation, stable credit metrics, leading market positions in the majority of its product categories/market segments, and current expectations for increased global beverage volume in the packaging end-markets over the longer term. During the past several years, Ball has continued to take steps to reduce overcapacity, remove fixed costs, increase productivity and rebalance its can mix. Consequently, Ball's on-going operational focus across its strategic footprint has resulted in solid operating performance with growing EBIT trends absent business restructuring costs. Ball has very good liquidity resulting from cash generation, availability under its credit agreement, and balance sheet cash. Fitch expects free cash flow (FCF less capital spending less dividends) for 2013 in the range of $325 million-$350 million. This compares to $478 million for 2012, which was materially higher than expectations due to the deferral of capital investment into 2013 of approximately $100 million. At the end of the first quarter of 2013 (1Q'13), Ball had cash of $208 million and $494 million of availability on its $1 billion multicurrency revolver that matures in 2015. Ball has significant flexibility under its covenants and basket capacity. Additional liquidity is available through a U.S. accounts receivable securitization program that matures in 2014. Ball's securitization agreement can vary between $110 million and $235 million depending on the seasonality of the company's business. At the end of 1Q'13, $171 million accounts receivable were sold under the securitization agreement. This compares to the end of 2012 when no accounts receivable were sold under this agreement. Ball also has uncommitted, unsecured credit facilities, which Fitch views as a weaker form of liquidity. At the end of the 1Q'13, Ball had up to $635 million of uncommitted lines available of which $171 million was outstanding and due on demand. Near-term maturities are minimal with the next material maturity occurring when the term loans mature in 2015. The term loans currently have $291 million outstanding. The next maturity with its senior notes is $325 million of 7.375% notes due in 2019. Leverage at the end of the 1Q'13 was 3.3x, which is seasonally higher due to working capital requirements than the end of 2012 when leverage was 2.8x. For 2013, Fitch expects leverage will reduce back down to the upper 2x range absent considerations for a large unplanned acquisition. As a result, the company has significant flexibility when deploying its excess capital. In 2012, Ball spent in excess of $100 million on growth-related capital, $71 million on acquisitions and $547 million on gross share repurchases. Free cash flow (FCF) levels will be depressed in 2013 with capital spending increasing to approximately $400 million. Beyond 2013, FCF should increase materially as capital spending decreases. Share repurchase activity should pace on par with FCF. Risks are reflected in the rating and, in Fitch's opinion, are quite manageable. These include the company's acquisitive nature, the risks inherent within the packaging segment including emerging markets risk and revenue/customer concentration, as well as its underfunded pension plans. Pension contributions in 2013 will be lower at approximately $115 million than the $155 million contribution in 2012. Accordingly, Ball has more than sufficient capacity to fund its pension deficit from existing cash flows. Ball's largest segment, the U.S. beverage-can along with the food- can segment represents mature business operations subject to volume-related pressure. In the U.S., Ball is managing anticipated volume declines for 12-ounce containers with growing demand for specialty cans. Ball's exposure in Europe, while material, is lower than that of most other packaging companies. Europe's performance in 1Q'13 was less than expectations due to weaker volumes given the challenging economic and weather conditions in Europe, higher costs related to a regional headquarters move and increased input costs. Ball is also more exposed to beer, which had a soft first quarter. Ball does have some increasing risk related to potential budget cuts in the aerospace segment and medium-term overcapacity issues in China that has affected pricing. Fitch believes Ball is well- positioned within the aerospace segment and would not be materially affected by possible sequestration cuts, particularly as the aerospace segment represents approximately 10% of operating profit. In China, Ball's leading market share positions the company to capture its share of growth from can conversions in these lower- penetrated markets. Profitability will likely be challenged though for at least the next two years due to the highly fragmented market that has led to material overcapacity resulting in pricing pressure. Fitch expects this should resolve over time as demand remains strong and possibly through consolidation opportunities. However, Ball's market share concentration in China may prevent further consolidation, due to governmental antitrust laws. Rating Sensitivities Negative: Future developments that may, individually or collectively, lead to negative rating action include: -- Significant revenue decline/pressure on EBITDA causing sustained leverage to increase greater than 3.5x; -- Large debt-financed acquisition that would significantly increase leverage; -- Change in financial policy /aggressive share repurchase. Positive: Future developments that may, individually or collectively, lead to positive rating action include: -- Commitment to a leverage target less than 2.5x; -- Margin expansion through improved operating performance; -- Sustained increase in FCF as a percent of debt greater than 10%. Fitch has assigned the following rating: -- $600 million senior unsecured notes offering due 2023 rated 'BB+'. Fitch has the following ratings for Ball Corp.: -- IDR at 'BB+'; -- Senior Unsecured Debt at 'BB+'; -- Senior Secured Credit Facility at 'BBB-'. BALL CORP: Moody's Keeps 'Ba1' CFR & Rates New Debt 'Ba1' --------------------------------------------------------- Moody's Investors Service left Ball Corporation's Ba1 Corporate Family Rating and Ba1-PD Probability of Default Rating unchanged following the company's announcement that it intends to issue $600 million senior unsecured notes due 2023 to refinance existing debt and extend its senior secured credit facilities to June 2018 from 2015. Moody's also assigned a Ba1 rating to the proposed new senior unsecured notes and extended senior secured credit facilities. Other instrument ratings remain unchanged The transaction is leverage neutral and will reduce interest expense and extend debt maturities. The proceeds of the new senior notes will be used to redeem the outstanding $375 million 7.125% senior unsecured notes due 2016, refinance outstanding revolver borrowings and pay fees and expense. Moody's took the following rating actions for Ball Corporation: - Assigned Ba1 (LGD 4-54%) to $600 million senior unsecured notes due 2023 - Assigned Ba1 (LGD 4-54%) to the extended $1,000 million multi currency revolver due June 2018 - Assigned Ba1 (LGD 4-54%) to the extended $58 million term loan A due June 2018 (GBP equivalent) - Assigned Ba1 (LGD 4-54%) to the extended $107 million term loan B due June 2018 (EUR equivalent) - Assigned Ba1 (LGD 4-54%) to the extended $125 million term loan D due June 2018 (USD) The ratings outlook is stable. The ratings on the existing senior secured credit facilities due 2015 and on the $375 million 7.125% senior unsecured notes due 2016 will be withdrawn after the transaction closes. The ratings are subject to the receipt and review of the final documentation. Ratings Rationale: Ball's Ba1 Corporate Family Rating reflects the company's stable profitability, well-consolidated industry structure with long- standing competitive equilibrium and scale. The Ba1 rating also reflects the company's high percentage of long-term contracts with strong cost pass-through provisions, geographic diversification and continued emphasis on innovation and product diversification. The ratings are constrained by Ball's aggressive financial policy, acquisitiveness and concentration of sales. The ratings are also constrained, to a lesser extent, by an EBIT margin that is weak for the rating category and a primarily commoditized product line. The ratings or outlook could be downgraded should an acquisition, new shareholder initiative or exogenous shock impair cash generation. Deterioration in the operating and competitive environment or the failure to refinance the existing credit facilities in a timely manner and maintain adequate liquidity could also result in a downgrade. Specifically, the ratings could be downgraded if adjusted total debt to EBITDA rises above 4.0 times, EBIT margins decline below 9% and/or free cash flow to debt declines below the high single digits. Ball's financial aggressiveness is the primary impediment to an upgrade. An upgrade in ratings would require a commitment to maintain less aggressive financial policies or significantly more cushion within the contemplated higher rating category. Additionally, an upgrade would require an improvement in the EBIT margin and continued stability in the competitive and operating environment. Specifically, the rating could be upgraded if the EBIT margin improved to the low teens, adjusted total debt to EBITDA improved to 3.0 times or better and adjusted free cash flow to debt remained above 10% on a sustainable basis. The principal methodology used in this rating was the Global Packaging Manufacturers: Metal, Glass and Plastic Containers Methodology published in June 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. BALL CORP: S&P Assigns 'BB+' Rating to $600MM Sr. Unsecured Notes ----------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned an issue-level rating of 'BB+' (the same as the corporate credit rating) and a recovery rating of '4' to Ball Corp.'s proposed offering of $600 million of senior unsecured notes due 2023. The '4' recovery rating indicates S&P's expectation of average (30%-50%) recovery in the event of a payment default. At the same time, based on S&P's updated recovery analysis, it raised the issue-level ratings on Ball's senior secured debt to 'BBB' from 'BBB-' and revised the recovery rating to '1' from '2'. The '1' recovery rating indicates S&P's expectation of very high (90%-100%) recovery in the event of a payment default. S&P affirmed the 'BB+' corporate credit rating on Ball. The outlook is stable. S&P also affirmed the 'BB+' issue rating and '4' recovery rating on Ball's existing senior unsecured debt. "Ball expects to use the proceeds from the proposed notes offering to fund the purchase of its $375 million senior notes due 2016, pay down revolver borrowings of about $200 million, and pay associated fees and expenses," said Standard & Poor's credit analyst Henry Fukuchi. The company also expects to amend and extend its existing $1.3 billion credit facility comprised of a $1 billion revolving credit facility and about $290 million of term loans to 2018 from 2015. Pro forma for the transactions, as of March 31, 2013, S&P expects Ball's total adjusted debt to be about $4.6 billion. S&P adjusts debt to include about $643 million of tax-effected unfunded postretirement liabilities and about $82 million of capitalized operating leases. The ratings on Ball reflect Standard & Poor's assessment of the company's business risk profile as "satisfactory" and financial risk profile as "significant," as well as its status as a leading global can manufacturer with trailing-12-month sales of $8.7 billion. The outlook is stable. Relatively steady demand for beverage cans in developed markets, growth in emerging markets, and contributions from new products should continue to support strong free cash flow. Based on S&P's scenario forecasts, it expects free cash flow will be utilized primarily for share repurchases, moderate-sized acquisitions, and dividends. Based on S&P's expectations, FFO to total adjusted debt should remain about 20% to 25%. However, S&P could lower the ratings if an acquisition were large enough for FFO to total adjusted debt to decline materially and prevent credit measures in the next couple of years from strengthening to levels S&P considers appropriate for the ratings. Financial policies, including management's comfort with the company's current credit metrics and its desire to retain flexibility for acquisitions and share repurchases, make an upgrade unlikely in the next few years. BEAR ISLAND: Court Approves Changes to FTI Compensation ------------------------------------------------------- The Bankruptcy Court approved a supplemental application filed by the Official Committee of Unsecured Creditors in the Chapter 11 case of Bear Island Paper Company, LLC, n/k/a Estate BIPCO LLC, to retain FTI Consulting, Inc., as financial advisors. As reported in the Troubled Company Reporter on April 18, 2013, the Committee sought authority to modify the monthly compensation to FTI. The original retention order provides that FTI's compensation includes a fixed monthly fee of $75,000 per month for the first three months and $50,000 per month thereafter, plus reimbursement of actual and necessary expenses incurred by FTI. The modified monthly compensation intends to pay FTI professionals their customary hourly rates nunc pro tunc to April 1, 2013: Senior Managing Director $790 - $895 Managing Director $685 - $755 Director $570 - $685 Senior Consultant $420 - $540 Consultant $290 - $390 Associate $220 - $235 About Bear Island Canada-based White Birch Paper Company was the second largest newsprint producer in North America. As of Dec. 31, 2009, the White Birch Group held a 12% share of the North American newsprint market and employed roughly 1,300 individuals (the majority of which reside in Canada). Bear Island Paper Company, L.L.C., is a U.S.-based unit of White Birch. Bear Island filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 10-31202) on Feb. 24, 2010. At June 30, 2011, the Company had $141.9 million in total assets, $153.2 million in total liabilities, and a stockholders' deficit of $11.3 million. White Birch filed for bankruptcy protection under Canada's Companies' Creditors Arrangement Act, before the Superior Court for the Province of Quebec, Commercial Division, Judicial District of Montreal, Canada. White Birch and five other affiliates -- F.F. Soucy Limited Partnership; F.F. Soucy, Inc. & Partners, Limited Partnership; Papier Masson Ltee; Stadacona Limited Partnership; and Stadacona General Partner, Inc. -- also sought bankruptcy protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 10-31234). Jonathan L. Hauser, Esq., at Troutman Sanders LLP, in Virginia Beach, Virginia Beach, serves as counsel to White Birch in the Chapter 11 case. Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP, in New York, serve as counsel to Bear Island. Jonathan L. Hauser, Esq., at Troutman Sanders LLP, in Virginia Beach, Virginia, serve as co-counsel to Bear Island. AlixPartners LLP serves as financial and restructuring advisors to Bear Island, and Lazard Freres & Co., serves as investment banker. Garden City Group is the claims and notice agent. Jason William Harbour, Esq., at Hunton & Williams LLP, in Richmond, Virginia, represents the Official Committee of Unsecured Creditors. Chief Judge Douglas O. Tice, Jr., handles the Chapter 11 and Chapter 15 cases. Bear Island was authorized by the bankruptcy judge in November 2010 to sell the business to a group consisting of Black Diamond Capital Management LLC, Credit Suisse Group AG and Caspian Capital Advisors LLC. The sale closed in September 2012. The caption for Bear Island's case was changed to "Estate BIPCO, LLC" as required by the asset sale agreement. Under a plan proposed for Bear Island, first- and second-lien creditors with $424.9 million and $105.1 million in claims, respectively, are expected to recover between 0.5 percent and 4 percent. Unsecured creditors with $1.4 million in claims are to receive the same dividend. BISSONNET OAKS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Bissonnet Oaks, LLC 2425 Fountain View Dr., #105 Houston, TX 77057 Bankruptcy Case No.: 13-32764 Chapter 11 Petition Date: May 6, 2013 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: David R. Jones Debtor's Counsel: Lawrence J Maun, Esq. LAWRENCE J MAUN PC 4545 Mt. Vernon Houston, TX 77006 Tel: (713) 521-3720 Fax: (713) 481-0831 E-mail: lmaun@maunlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txsb13-32764.pdf The petition was signed by Shai Elroy, manager. BLUEJAY PROPERTIES: Wants Until July 26 to Solicit Plan Votes ------------------------------------------------------------- Bluejay Properties LLC asks the U.S. Bankruptcy Court for the District of Kansas to extend its exclusive periods to propose a Chapter 11 Plan until July 26, 2013, and solicit acceptances for that Plan until Oct. 25. According to the Debtor, it is imperative that it resolves pending litigation that will affect the relative priority and underlying claims of certain lienholders of real estate owned by the Debtor. About Bluejay Properties Based in Junction City, Kansas, Bluejay Properties, LLC, doing business as Quinton Point, filed a bare-bones Chapter 11 petition (Bankr. D. Kan. Case No. 12-22680) in Kansas City on Sept. 28, 2012. Bankruptcy Judge Robert D. Berger presides over the case. Todd A. Luckman, Esq., at Stumbo Hanson, LLP in Topeka. The Debtor owns the Quinton Point Apartment Complex in Kansas City valued at $17 million. The Debtor scheduled liabilities of $13,112,325. The petition was signed by Michael L. Thomas of TICC Prop., managing member. Bankers' Bank of Kansas, owed approximately $13.08 million, is represented by Arthur S. Chalmers of Hite, Fanning & Honeyman, LLP. The University National Bank, owed approximately $1.2 million, is represented by Edward J. Nazar of Redmond & Nazar, L.L.P., and Todd Thompson of Thompson Ramsdell & Qualseth, P.A. BUFFALO PARK: Case Summary & 13 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Buffalo Park Development Properties, Inc. aka Colorado Mountain Properties, Inc. aka Mountain Land Realty LLC dba Homestead Water Co. aka Cragmont Water Company 26624 North Turkey Creek Road Evergreen, CO 80439 Bankruptcy Case No.: 13-17669 Chapter 11 Petition Date: May 7, 2013 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Elizabeth E. Brown Debtor's Counsel: Robert Padjen, Esq. LAUFER AND PADJEN LLC 5290 DTC Parkway, Suite 150 Englewood, CO 80111 Tel: (303) 830-3173 E-mail: rp@jlrplaw.com Scheduled Assets: $20,777,601 Scheduled Liabilities: $11,294,567 The petition was signed by Ronald P. Lewis, owner and CEO. Debtor's List of 13 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Jefferson County Real property taxes $334,748 Colorado Jefferson County Treasurer 100 Jefferson County Pkwy 2520 Golden, CO 80419 Dix, Richard G. Loan $226,297 5670 Greenwood Plaza, Suite 505 Englewood, CO 80111 Dix, Brianna R. Loan $79,347 5670 Greenwood Plaza, Suite 505 Englewood, CO 80111 Hedges, Esther Loan $61,406 Citibusiness Card Credit card purchases $27,022 Lake County Treasurer Real property taxes $11,965 Boulder County Treasurer Real property taxes $10,011 Dix Barrett & Trade debt $8,200 Stiltner PC Toussaint Nemer & Coaty Trade debt $5,251 Gilpin County Treasurer Real property taxes $4,232 Boog & Cruser P.C. Trade debt $1,862 Fine Line Consulting, Trade debt $844 Inc. Evergreen Surveying Trade debt $466 Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- -------- Lewis, Ronald P. and Carol J. 12-15371 03/21/12 CAESARS ENTERTAINMENT: Bank Debt Trades at 8.49% Discount --------------------------------------------------------- Participations in a syndicated loan under which Caesars Entertainment Inc. is a borrower traded in the secondary market at 91.51 cents-on-the-dollar during the week ended Friday, May 10, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.78 percentage points from the previous week, the Journal relates. The loan matures Jan. 1, 2018. The Company pays L+525 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's B3 rating and S&P's B- rating. Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. The Company incurred a net loss of $1.49 billion on $8.58 billion of net revenues for the year ended Dec. 31, 2012, as compared with a net loss of $666.70 million on $8.57 billion of net revenues during the prior year. The Company incurred a $823.30 million net loss in 2010. * * * Standard & Poor's Ratings Services has lowered its corporate credit ratings on Caesars Entertainment and wholly owned subsidiary Caesars Entertainment Operating Co. to 'CCC+' from 'B-'. The outlook is negative. S&P also lowered the issue-level ratings on the company's debt by one notch, in accordance with its notching criteria, because its recovery ratings remain unchanged. CITIZENS DEVELOPMENT: Has Until May 24 to File Reorganization Plan ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of California extended Citizens Development Corp.'s exclusive periods to file a Chapter 11 Plan until May 24, 2013, without prejudice to the Debtor requesting a further extension of time for cause. The Debtor related that it has conferred with National Credit Union Administration Board's counsel and Pacifica Enterprises, Inc.'s designee counsel, on the extension, given that a transaction with NCUA has not closed and given that the outcome of the transaction with NCUA is a substantial component of the Debtor's plan and the Debtor's proposed treatment of the Telesis Loan (once the Telesis Loan has been purchased by Pacifica's designee). The Debtor added that if it be required to file a plan, it is certain that it will have to amend it after the sale of the Telesis Loan closes, and after it has had an opportunity to work with Pacifica's designee regarding all of the terms and the details of the plan, including the terms under which Pacifica's designee will fund approximately $2.5 million in addition to the $3.2 million purchase of the Telesis Loan. Meanwhile, the Bankruptcy Court continued until July 10, 2013, at 10 a.m., the hearing to consider a motion to dismiss or convert the Chapter 11 case of Citizens Development to one under Chapter 7 of the Bankruptcy Code, or to appoint a Chapter 11 trustee for the Debtor. About Citizens Development San Marcos, California-based Citizens Development Corp., owns and operates the Lake San Marcos Resort and Country Club located in San Diego County. The Company filed a voluntary petition for relief under Chapter 11 (Bankr. S.D. Calif. Case No. 10-15142) on August 26, 2010. Ron Bender, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, represents the Debtor. The Debtor estimated its assets and debts at $10 million to $50 million. Chapter 11 petitions were also filed by affiliates LSM Executive Course, LLC (Bankr. S.D. Calif. Case No. 10-07480), and LSM Hotel, LLC (Bankr. S.D. Calif. Case No. 10-13024). A bankruptcy-exit plan filed in the case provides that funding for the Plan will initially come from a new value contribution in the amount of up to $375,000 to be made to the Reorganized Debtor by LDG Golf Marketing, LLC, Telesis' cash collateral in the amount of $50,000 allocated to the payment of allowed administrative expenses pursuant to the Telesis Settlement, and the Debtor's additional cash on hand which is estimated to be $50,000, which collectively equates to up to $475,000. Tiffany L. Carroll, Acting U.S. Trustee for Region 15, was unable to appoint an official committee of unsecured creditors in the Chapter 11 case of Citizens Development Corp. CITIZENS DEVELOPMENT: May Use Cash Collateral Through May 31 ------------------------------------------------------------ Citizens Development Corp., entered into a fourth stipulation regarding use of cash collateral for payment of limited designated expenses. The stipulation entered among the Debtor, National Credit Union Administration Board and Pacific West TD Fund II LP provides for the use of cash collateral until May 31, 2013, with an allowed variance of 10 percent on a line item basis. About Citizens Development San Marcos, California-based Citizens Development Corp., owns and operates the Lake San Marcos Resort and Country Club located in San Diego County. The Company filed a voluntary petition for relief under Chapter 11 (Bankr. S.D. Calif. Case No. 10-15142) on August 26, 2010. Ron Bender, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, represents the Debtor. The Debtor estimated its assets and debts at $10 million to $50 million. Chapter 11 petitions were also filed by affiliates LSM Executive Course, LLC (Bankr. S.D. Calif. Case No. 10-07480), and LSM Hotel, LLC (Bankr. S.D. Calif. Case No. 10-13024). A bankruptcy-exit plan filed in the case provides that funding for the Plan will initially come from a new value contribution in the amount of up to $375,000 to be made to the Reorganized Debtor by LDG Golf Marketing, LLC, Telesis' cash collateral in the amount of $50,000 allocated to the payment of allowed administrative expenses pursuant to the Telesis Settlement, and the Debtor's additional cash on hand which is estimated to be $50,000, which collectively equates to up to $475,000. Tiffany L. Carroll, Acting U.S. Trustee for Region 15, was unable to appoint an official committee of unsecured creditors in the Chapter 11 case of Citizens Development Corp. CLAIRE'S STORES: Moody's Rates New $320MM Sr. Unsec. Notes 'Caa2' ----------------------------------------------------------------- Moody's Investors Service rated Claire's Stores, Inc.'s ("Claire's") proposed $320 million senior unsecured notes due 2020 at Caa2. At the same time, Moody's affirmed Claire's Corporate Family Rating at Caa1, its Probability of Default Rating at Caa1- PD, and its Speculative Grade Liquidity rating at SGL-2. The rating outlook is changed to positive. The proceeds of the $320 million proposed senior unsecured notes will be used to fund the redemption of Claire's $313 million senior unsecured notes due 2015. Moody's views this refinancing as a credit positive event as it extends Claire's nearest maturity from 2015 to 2017 and will result in lower interest expense. The change in outlook to positive acknowledges the refinancing of Claire's 2015 debt maturities. It also reflects that Moody's expects Claire's operating performance to continue to improve such that it is likely debt to EBITDA will fall below 7.5 times over the next twelve to eighteen months. The following rating is assigned subject to review and receipt of final documentation: $320 million senior unsecured notes due 2020 at Caa2 (LGD 4, 63%) The following ratings are affirmed and LGD point estimates changed: Corporate Family Rating at Caa1 Probability of Default Rating at Caa1-PD $115 million revolving credit facility at B2 (LGD 3, to 30% from 32%) $1,125 million senior secured first lien notes due 2019 at B2 (LGD 3, to 30% from 32%) $210 million senior secured first lien notes due 2020 at B2 (LGD 3, to 30% from 32%) $450 million senior secured second lien notes due 2019 at Caa2 (LGD 4, to 63% from 64%) Senior subordinated notes due 2017 at Caa3 (LGD 6, 94%) Speculative Grade Liquidity rating at SGL-2 The following ratings are affirmed and will be withdrawn upon their repayment in full: Senior unsecured notes due 2015 at Caa2 (LGD 4, to 64%) Ratings Rationale: Claire's Caa1 Corporate Family Rating reflects its very high leverage and weak interest coverage. Claire's debt to EBITDA was 7.9 times and EBITA to interest expense was 1.1 times for the twelve months ended February 2, 2013. Moody's expects Claire's credit metrics will improve but remain weak over the next twelve months given Claire's substantial level of debt (nearly $2.4 billion) relative to its earnings. Moody's expects Claire's earnings to continue to grow driven by positive comparable store sales and new store openings. However, investments in China and in Claire's and Icing websites along with Moody's expectation that the European economic environment will remain challenging over the next year will constrain its earnings growth. Close to 40% of Claire's sales are in Europe. Favorable rating consideration is given to Claire's value positioned price points, international geographic presence, well known brand name, and high margins relative to its specialty peers. Also considered is Claire's good liquidity profile as indicated by its SGL-2 Speculative Grade Liquidity rating. The positive outlook incorporates Moody's expectation that Claire's earnings will improve modestly leading to an improvement in credit metrics. Although Moody's expects credit metrics to remain weak, it expects debt to EBITDA to fall below 7.5 times and EBITA to interest expense to approach 1.25 times over the next twelve to eighteen months. A higher rating would require Claire's operating performance to improve or absolute debt levels to fall such that the company can achieve and maintain EBITA to interest expense above 1.25 times and debt to EBITDA around 7.0 times. Given the positive outlook, it is unlikely that ratings could be downgraded at the present time. The rating outlook could return to stable should Claire's earnings remain flat resulting in debt to EBITDA remaining around 8.0 times. Ratings could be downgraded if Claire's operating performance, liquidity, and/or interest coverage deteriorate, or if the company's probability of default were to increase for any reason. The principal methodology used in this rating was the Global Retail Industry Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Claire's Stores, Inc., headquartered in Hoffman Estates, IL, is a specialty retailer of value-priced jewelry and fashion accessories for pre-teens and young adults. It operates 3,085 stores and franchises 392 stores in North America, Europe, the Middle East, Central America, South America, and Asia. Revenues are about $1.6 billion. CLAIRE'S STORES: S&P Assigns 'CCC' Rating to $320MM Senior Notes ---------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'CCC' issue-level rating with a '6' recovery rating to Claire's Stores Inc.'s $320 million senior notes due 2020. The '6' recovery rating indicates S&P's expectation of negligible (0% - 10%) recovery in the event of payment default. At the same time, S&P is affirming all other ratings on the company, including its 'B-' corporate credit rating. The outlook is stable. According to the company, Claire's Stores will use the proceeds of the note issuance to redeem the remainder of the senior notes due 2015 and senior toggle notes due 2015. "The ratings on Pembroke Pines, Fla.-based Claire's Stores Inc., a specialty retailer of value-priced jewelry and fashion accessories for preteens, teenagers, and young adults, reflects Standard & Poor's "weak" business risk profile and "highly leveraged" financial risk profile assessments," said credit analyst David Kuntz. The stable outlook reflects S&P's view that performance will trend up slightly over the next 12 months, with modestly positive revenues and margin gains. S&P believes that credit protection measures are unlikely to change meaningfully from current levels and that the company will remain highly leveraged with thin cash flow protection measures. The outlook incorporates S&P's expectation that liquidity will remain adequate over the next 12 months, and that the company's recent debt refinancings result in a light maturity schedule until 2017. S&P notes the company has filed an S-1 for an initial public offering of common stock with the indicated use of proceeds to refinance existing debt. S&P will need to assess the amount and timing of any such transaction to understand the impact on its rating and outlook. S&P's base- case forecast does not incorporate any proceeds from a public equity offering. Given the company's highly leveraged capital structure and thin interest coverage, an upgrade is not a near-term consideration. S&P would predicate any upward ratings movement on EBITDA growth greater than 35% of S&P's expectation, which would result in leverage less than 6x and interest coverage modestly more than 2x. Additionally, S&P estimates that debt repayment of more than $900 million would also result in leverage of about 6x. S&P could consider downgrading the company if its performance and liquidity position were to deteriorate to such an extent that S&P concludes that cash on hand is insufficient to cover operational shortfalls. This could result from a substantial erosion of performance, with EBITDA more than 25% less than S&P's expectations. At that time, interest coverage would be modestly less than 1x. CLAMAR ENTERPRISES: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Clamar Enterprises, LLC dba La Mansion Restaurant 413 E. Wisteria Ave. McAllen, TX 78504 Bankruptcy Case No.: 13-70228 Chapter 11 Petition Date: May 6, 2013 Court: United States Bankruptcy Court Southern District of Texas (McAllen) Judge: Richard S. Schmidt Debtor's Counsel: Marcos Demetrio Oliva, Esq. THE OLIVA LAW FIRM 1418 Beech Avenue, Suite 108 McAllen, TX 78501 Tel: (956) 502-0825 Fax: (866) 868-4224 E-mail: marcos@oliva-law.com Scheduled Assets: $2,725,040 Scheduled Liabilities: $1,209,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Claudia Martinez, president. CLEAR CHANNEL: S&P Rates $1.5 Billion Senior Secured Loan 'CCC+' ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned San Antonio, Texas- based Clear Channel Communications Inc.'s proposed extended $1.5 billion senior secured term loan due 2018 an issue-level rating of 'CCC+', with a recovery rating of '4'. The '4' recovery rating indicates S&P's expectation for average (30% to 50%) recovery in the event of a payment default. The proposed transaction reduces 2016 maturities from $10.1 billion to $8.6 billion. Leverage remains extremely high, at 11.8x, as of March 31, 2013, and unchanged by the transaction. The rating on parent company CC Media Holdings Inc. reflects the risks surrounding the long-term viability of its capital structure--in particular, refinancing risk relating to significant 2016 debt maturities. Although the interest rate on the proposed term loan is a little over 2% higher than the interest rate on the company's existing term loans, S&P believes the transaction should not materially affect its credit ratios. S&P expects that EBITDA coverage of interest will remain in the very low-1x area in 2013. S&P still views a significant increase in the average cost of debt or deterioration in operating performance--whether for cyclical, structural, or competitive reasons--as major risks as CC Media deals with its 2016 maturities, and S&P believes that additional equity may be needed for the company to succeed with the refinancing. RATINGS LIST Clear Channel Communications Inc. CC Media Holdings Inc. Corporate Credit Rating CCC+/Negative/-- New Ratings Clear Channel Communications Inc. Senior Secured $1.5B term loan due 2018 CCC+ Recovery Rating 4 COMMERCIAL MANAGEMENT: No Special Counsel for Equity Holder ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Minnesota denied approval of the motion filed by Jeffrey J. Wirth, sole equity holder of Commercial Management LLC, for the appointment of a special counsel. Commercial Management, LLC, owns a 410-unit apartment complex located in Richfield, Minn., under the trade name of Buena Vista Apartments. Buena Vista is 99% occupied and has approximately eight full time employees, and a small number of part-time employees. Buena Vista is managed by The Wirth Company. The appraised value of Buena Vista is $28 million. As of the Petition Date, secured creditor U.S. Bank claims the Debtor owes it $20.3 million. Commercial Management filed a Chapter 11 petition (Bankr. D. Minn. Case No. 12-42676) in its hometown in Minneapolis on May 2, 2012. The Debtor disclosed $30,049,458 in assets and $20,428,878 in liabilities as of the Chapter 11 filing. Related entities that have pending bankruptcy cases are Jeffrey J. Wirth (Case No. 12-42368), Palmer Lake Plaza, LLC (Case No. 12-42266), Tomah Hospitality, LLC (Case No. 12-10894), and Tomah Hotel Properties, LLC (Case No. 12-10895). Judge Nancy C. Dreher presides over the case. Commercial Management tapped Neal L. Wolf and the law firm of Neal Wolf & Associates, LLC as bankruptcy counsel. The Debtor also hired the Law Offices of Neil P. Thompson, in Minneapolis, as local counsel. Brian F. Leonard, the Chapter 11 trustee, obtained approval from the U.S. Bankruptcy Court to employ David A. Lutz as special counsel. Matthew R. Burton, Esq., at Leonard, O'Brien, Spencer Gale & Sayre, Ltd., represents the trustee. D & L ENERGY: U.S. Trustee Forms Seven-Member Creditors Panel ------------------------------------------------------------- Daniel M. McDermott, U.S. Trustee for Region 9, appointed seven creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 cases of D & L Energy, Inc. et al. The Committee is comprised of: 1. Sunpro, Inc., temporary chairperson Attn: Kenneth G. Kozak 7640 Whipple Avenue NW North Canton, OH 44720 Tel: (330) 966-0910 x 210 Fax: (330) 966-1954 2. Bessemer Supply, Inc. Attn: Kimberly O. Parrott 315 E. Poland Avenue Bessemer, PA 16112 Tel: (724) 667-0401 Fax: (724) 667-9357 3. Universal Well Services, Inc. Attn: John B. Brautigam 201 Arch Street Meadville, PA 16335 Tel: (814) 373-3206 Fax: (814) 333-8877 4. Silversmith, Inc. Attn: Jack P. Smith 1370 Milbocker Road Gaylord, MI 49735 Tel: (989) 732-8988 Fax: (989) 732-8996 5. Dollar Leasing Corp. Attn: Michael Patrick Sheridan 1301 East Ninth Street, 9th Floor Cleveland, OH 44114 Tel: (216) 736-8907 Fax: (216) 736-7376 6. Master Security, Inc. Attn: Steven B. Ruggles 1745 Belmont Avenue Youngstown, OH 44504 Tel: (330) 746-4448 Fax: (330) 746-4447 7. TJC Enterprises, Inc. Attn: Thomas J. Colston 2616 Country Squires Street NW Uniontown, OH 44685-9471 Tel: (330) 497-2999 Fax: (330) 497-2294 About D&L Energy D & L Energy has been involved in a number of joint ventures and limited partnerships that drill, own, and operate conventional oil and gas wells throughout Northeast Ohio and Northwest Pennsylvania. D&L has also been involved in the drilling, construction, operation and ownership of saltwater injection wells in the State of Ohio. D&L has also been involved in marketing and selling the "deep rights" to its oil and gas leases. In early 2013, the then-principal of D&L, Ben Lupo, was accused of violating the U.S. Clean Water Act by allegedly instructing agents/employees of a separate entity to dump waste water in an improper manner. As a result of Mr. Lupo's alleged actions, the Debtors were forced to incur substantial clean up costs. D & L Energy, based in Youngstown, Ohio, and affiliate Petroflow, Inc., filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case No. 13-40813) on April 16, 2013. Judge Kay Woods oversees the case. Kathryn A. Belfance, Esq., at Roderick Linton Belfance, LLP, serves as the Debtors' counsel, and Walter Haverfield, LLP, is the environmental counsel. In its petition, D&L estimated $50 million to $100 million in assets and $1 million to $10 million in debts. DETROIT, MI: Emergency Manager Files Status Report -------------------------------------------------- Matthew Dolan, writing for The Wall Street Journal, reports that Kevyn Orr, the emergency manager appointed to oversee the city of Detroit, might make cuts to employee health care and pensions plans as well as sell municipal assets in a move to stave off financial collapse, according to a detailed status report distributed to news organizations Sunday. The status report is expected to be released by Mr. Orr on Monday. According to WSJ, the status report paints a picture of an aging industrial Midwestern city locked in a dire financial state by its junk-level credit rating and a chronic level of deficit spending that has forced it to borrow millions every year to fund basic services. According to WSJ's Mr. Dolan, a spokesman for Mr. Orr, Bill Nowling, said in an interview Sunday that Mr. Orr hopes cutting costs and restructuring debt will help the city avoid bankruptcy, though it remains an option. WSJ says Mr. Orr's first status report gave some hints about his strategy, including hiring a new police chief and overhauling departments that provide public safety, electricity and recreation. The emergency manager is reviewing all of the city's assets to explore whether a sale is possible and appropriate, including the water and sewerage department, one of the nation's largest, Mr. Orr's spokesman said. Under Michigan law, Mr. Orr has the power to fire city officials, break union contracts and sell city assets. Mr. Nowling said Mr. Orr's full restructuring plan for the city is expected to be finished in the next 90 days. According to WSJ, Detroit is expecting more red ink in the fiscal year starting July 1, with expenditures set to outstrip revenues by $90 million. The city had $64 million cash on hand in April but its obligations were $226 million, forcing the city to delay paying its bills to stay afloat financially. Detroit has more than $15 billion in long-term liabilities, about $1 billion more than earlier estimates. The city "has effectively exhausted its ability to borrow," Mr. Orr wrote in his report. According to WSJ, Mr. Nowling said in an interview Sunday that the document will be used as a way to begin negotiations with the city's unions and its debtholders. EASTMAN KODAK: Wins Court Approval to Expand E&Y Services --------------------------------------------------------- U.S. Bankruptcy Judge Allan Gropper authorized Ernst & Young LLP to provide additional services to Eastman Kodak Co. The new services include assisting Kodak in analyzing the total value of its assets as of the date of its emergency from Chapter 11 protection, and accounting assistance services in connection with the company's bankruptcy exit. Ernst & Young's hourly rates for the new services range from $645 to $795 for partners, principals and directors; $570 to $675 for executive director; $485 to $550 for senior managers; $425 to $475 for managers; $325 to $390 for seniors; and $200 to $280 for its staff. The firm will also receive reimbursement for work- related expenses. About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak has been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the Unofficial Second Lien Noteholders Committee. The Retirees Committee has hired Haskell Slaughter Young & Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC, as Bankruptcy Consultants and Financial Advisors; and the Segal Company, as Actuarial Advisors. Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato, Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth S. Grossman; and Paul Martin. Kodak completed the $527 million sale of digital-imaging technology on Feb. 1, 2013. Kodak intends to reorganize by focusing on the commercial printing business. At the end of April 2013, Kodak filed a proposed reorganization plan offering 85 percent of the stock to holders of the remaining $375 million in second-lien notes. The other 15 percent is for unsecured creditors with $2.7 billion in claims and retirees who have a $635 million claim from the loss of retirement benefits. EMMONS-SHEEPSHEAD: Taps Wolf Haldenstein as Real Estate Counsel --------------------------------------------------------------- Emmons-Sheepshead Bay Development LLC asks the U.S. Bankruptcy Court for the Eastern District of New York for permission to employ Wolf Haldenstein Adler Freeman & Herz LLP as special real estate counsel. Wolf Haldenstein will, among other things, prepare, negotiate and submit an amended condominium offering plan and other documents required by the Attorney General of the State of New York in connection with approval of the offering plan for the condominium known as the "Breakers of Sheepshead Bay Condominium" as well as other related real estate transactions, including sale transactions for the remaining unsold units. Wolf Haldenstein will receive a $20,000 retainer from the Debtor's lender, SDF17 Emmons LLC, upon the earlier of the entry of an order authorizing the firm's retention or the Effective Date of the plan of reorganization. All future fee incurred by Wolf Haldenstein will be paid from the sale of units at the project with the fee amount capped at $75,000. To the best of the Debtor's knowledge, Wolf Haldenstein does not hold or represent any interest adverse to the Debtor in respect of the matters upon which it is to be engaged. A hearing on the matter was set for May 6. About Emmons-Sheepshead Bay Development Emmons-Sheepshead Bay Development LLC is the owner of the real property located at 3122-3144 Emmons Avenue, Brooklyn, New York, and the sponsor of the condominium development at the Property known as The Breakers at Sheepshead Bay Condominium. Emmons- Sheepshead currently owns 49 unsold residential units, 43 parking spaces and a marina at the Property. The Company filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 12-46321) on Aug. 30, 2012, in Brooklyn. In its schedules, the Debtor disclosed $14,000,000 in real property assets and $32,617,310.71 in liabilities as of the Petition Date. TD Bank, N.A., was the Debtor's secured lender as of the Petition Date and the plaintiff in a series of litigations, including mortgage foreclosure proceedings, against, amongst other defendants, the Debtor in connection with the various loans that were extended for the acquisition, development and construction of the Property. On or about Oct. 16, 2012, TD sold and assigned its various mortgages and related loan documents to SDF 17 Emmons LLC. Judge Elizabeth S. Stong presides over the case. Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C., in New York, N.Y., serves as the Debtor's counsel. The petition was signed by Jacob Pinson, the managing member of Yachad Enterprises, LLC, the managing member of the Debtor. ENTRAVISION COMMUNICATIONS: Moody's Rates New $405MM Debt 'B2' -------------------------------------------------------------- Moody's Investors Service assigned B2 instrument ratings to Entravision Communications Corporation's proposed $30 million 1st lien senior secured revolver and $375 million 1st lien senior secured term loan. Proceeds from the new credit facility will be used to refinance debt instruments including the existing $324 million of 8.75% senior secured 1st lien notes and a $20 million senior secured 1st lien term loan A as well as to fund approximately $21 million of call premiums. Moody's also changed the company's outlook to positive from stable reflecting improved operating performance over the last 12 months. In addition, Moody's assigned a SGL- 2 Speculative Grade Liquidity (SGL) Rating, affirmed the B2 Corporate Family Rating (CFR) and revised the PDR to B3-PD from B2-PD reflecting the proposed all bank debt structure. Assigned: Issuer: Entravision Communications Corporation New $30 million 1st Lien Sr Secured Revolver: Assigned B2, LGD3 -- 31% New $375 million 1st Lien Sr Secured Term Loan: Assigned B2, LGD3 -- 31% Speculative Grade Liquidity (SGL) Rating: Assigned SGL - 2 Affirmed: Issuer: Entravision Communications Corporation Corporate Family Rating: Affirmed B2 Downgraded: Issuer: Entravision Communications Corporation Probability of Default Rating: Downgraded to B3-PD from B2-PD Outlook Actions: Issuer: Entravision Communications Corporation Outlook, Changed to Positive from Stable To be withdrawn upon completion of tender or subsequent redemptions: Issuer: Entravision Communications Corporation 8.75% Senior Secured 1st Lien Notes due 2017 ($324 million outstanding): B2, LGD4 -- 50% Ratings Rationale: Entravision's B2 corporate family rating reflects high leverage with a 2-year average debt-to-EBITDA ratio of 5.6x estimated for September 30, 2013 (including Moody's standard adjustments, pro forma for the proposed refinancing). Although remaining high, leverage has improved reflecting better than expected core and political advertising demand in 2012. A 14% increase in 2-year average EBITDA along with a $40 million reduction in debt balances resulted in improved 2-year average debt-to-EBITDA ratios of 5.3x as of March 31, 2013 compared to 6.7x at FYE2011. Ratings are supported by the company's leading position as a provider of Spanish language television in faster growing Hispanic markets, although there is longer term uncertainty given increased competition from established broadcasters and networks entering the attractive Spanish language segment. Entravision benefits from lower operating expenses given the majority of television and radio stations are in the same markets and given its flexible cost structure compared to most TV broadcasters since it shares advertising time with Univision in lieu of fixed programming payments. The Univision agreement results in lower revenue, but dampens the impact of economic cyclicality on cash flow. Nevertheless, revenue and cash flow are vulnerable to cyclical advertising spending. Management is being opportunistic and chooses to refinance the higher coupon 8.75% senior secured notes when they become callable at 106.6% on August 1, 2013. Despite up to $21.3 million of expected repurchase premiums, the refinancing is NPV positive given elimination of the higher coupon on the senior secured notes. The new term loan B also refinances a $20 million senior secured term loan A and pushes out the nearest significant maturity to 2018 when the proposed revolver matures. Management has a reported leverage target of less than 5.0x (as defined) which Moody's believes is important to support operating and financial flexibility as well as to provide some cushion for the next cyclical downturn, and Moody's expects the term loan to be paid down with excess cash flow absent acquisitions. Looking forward, ratings incorporate a mid single-digit percentage decline in overall revenues and a mid double-digit percentage EBITDA decline through the end of 2013. This decline is driven primarily by the absence of political television advertising partially offset by growth in retransmission fees and core advertising revenue supported by strength in the auto segment. Liquidity is good with a minimum $20 million of balance sheet cash and positive free cash flow. In December 2012, the company paid a $10.3 million special cash dividend ($0.12 per share), and the B2 CFR incorporates the potential for additional special dividends funded with excess cash. Event risk related to acquisitions of broadcasting assets could pressure ratings if planned cash flow benefits fail to materialize or if they result in deterioration of free cash flow or weak liquidity. The positive outlook reflects Moody's expectation that Entravision will grow core revenue over the next 12 months and improve leverage and coverage ratios after funding of the proposed term loan. The outlook does not incorporate significant special dividends or acquisitions that result in a meaningful increase in leverage above current levels over the next 12 months. A downgrade is unlikely given the positive outlook, however, ratings could be downgraded if an unexpected advertising downturn, acquisitions, or cash distributions to shareholders result in 2-year average debt- to-EBITDA ratios being sustained above 6.75x (including Moody's standard adjustments) or free cash flow-to-debt ratios being sustained below 1% to 2%. In addition, a material change in the programming/advertising share arrangements with Univision or the negative impact of heightened competition could also lead to a downgrade. Weakened liquidity, including limited revolver availability, would pressure ratings. Ratings could be upgraded if 2-year average debt-to-EBITDA ratios are sustained below 5.25x (including Moody's standard adjustments) and free cash flow-to- debt ratios are expected to remain above 6% to 7%. Management would also need to provide assurances that the company would maintain operating and financial policies that would be consistent with the higher rating. The principal methodology used in this rating was the Global Broadcast and Advertising Related Industries Methodology published in May 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Entravision Communications Corporation, headquartered in Santa Monica, CA, is a diversified Spanish-language media company with television and radio operations. Entravision owns or operates 56 primary television stations in 19 U.S. markets and is the largest affiliate group of both the Univision television network and Univision's UniMas network. The company also owns and operates a group of primarily Spanish language radio stations, consisting of 49 (38 FM and 11 AM) stations. Univision owns 10% of Entravision's common stock on a fully-diluted basis with limited voting rights. Since March 2009, the U.S. Department of Justice limits Univision's ownership to no more than 10%. Revenues for the twelve months ended March 31, 2013, totaled $226 million with television operations accounting for 70% of revenues and radio accounting for the remainder. ENTRAVISION COMMUNICATIONS: S&P Rates Term Loan B Due 2020 'B+' --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on Santa Monica, Calif.-based Spanish-language media company Entravision Communications Corp. The outlook is stable. At the same time, S&P assigned the company's term loan B due 2020 and revolving credit facility due 2018 an issue-level rating of 'B+', with a recovery rating of '3', indicating S&P's expectation for meaningful (50%-70%) recovery for lenders in the event of a payment default. The 'B+' rating and stable outlook on Entravision Communications Corp. incorporates S&P's expectation that the company will maintain its lease-adjusted debt to average trailing-eight-quarter EBITDA in the low-6x area on a sustained basis through EBITDA growth or debt repayment. The proposed transaction increases lease-adjusted debt leverage to roughly 5.5x from 5.1x as of March 31, 2013, due to higher debt balances. However, S&P believes the transaction also improves cash flow generation and interest coverage, giving the company slightly more long-term financial flexibility. S&P assess Entravision's financial risk profile as "highly leveraged" based on its high debt leverage. However, S&P believes the company will maintain "adequate" liquidity over the intermediate term, supplemented by healthy cash balances. Factors supporting S&P's assessment of Entravision's business risk profile as "fair" include the company's exclusive long-term TV affiliation agreements with Univision Communications Inc., its low programming costs, favorable Hispanic demographic trends, and its diversified portfolio of TV and radio station assets, which have healthy audience ratings in top Hispanic markets. Entravision is a diversified Spanish-language TV (71% of first- quarter 2013 revenue) and radio (29% of first-quarter 2013 revenue) broadcaster. It owns and operates 56 primary television stations and 49 Spanish language radio stations and is the largest TV station affiliate of Univision Communications Inc., which in S&P's opinion has benefited the company's audience ratings, programming costs, and retransmission consent revenues. As a result of its affiliation agreements, Entravision has incurred limited cash costs of network programming or syndicated programming on its Univision- and Unimas-affiliated stations. Despite secular pressures in the radio business, S&P believes Hispanic radio broadcasters will be slightly more insulated from online advertising competition than English language peers over the longer term, because of favorable population trends and lower broadband penetration among this demographic. Still, S&P sees some evidence of Hispanic radio losing share to online media and expect sub-GDP growth in radio over the intermediate term. Overall, advertising pricing for Spanish-language media is not commensurate with its audience share compared with English- language media, and S&P do not expect this gap to meaningfully narrow over the intermediate term. GASTAR EXPLORATION: Moody's Assigns 'Caa2' CFR; Outlook Positive ---------------------------------------------------------------- Moody's Investors Service assigned ratings to Gastar Exploration USA, Inc., including a Caa1 Corporate Family Rating and a Caa2 rating to the proposed offering of $200 million of senior secured notes due 2018. Moody's also assigned a SGL-3 Speculative Grade Liquidity rating. The proceeds from the proposed notes offering will be used to repay a portion of borrowings under Gastar's senior secured revolving credit facility, fund its acquisition of certain Mid-Continent assets and pay related fees and expenses. The rating outlook is positive. "Gastar's rating is constrained by its relatively small size and asset concentration in the Marcellus, as well as by execution risk related to its development and JV plans in Oklahoma's Hunton Limestone formation, and relatively high leverage," commented Saulat Sultan, Moody's Vice President. "However growing liquids exposure, success in using JV structures to its advantage, and a meaningful inventory of drilling opportunities are credit positive factors." Gastar, owned by publicly listed Gastar Exploration Ltd. (Parent), is an independent oil and gas exploration and production (E&P) company, headquartered in Houston, Texas. Pro forma for the divestiture of certain assets in East Texas and acquisition of approximately 157,000 net acres in Oklahoma, the company's two areas of focus will be the liquids-rich area of the Marcellus Shale and the oil reservoirs of the Hunton Limestone formation in the Mid-Continent area in Oklahoma. Gastar's pro forma reserves are approximately 173 billion cubic feet equivalent (Bcfe) or approximately 28.8 million barrels of oil equivalent (MMBoe), of which 32% were liquids and 31% were proved undeveloped (PUDs). Pro forma average daily production in the first quarter of 2013 was approximately 34.4 million cubic feet equivalent per day (MMcfe/d) or just over 5,700 barrels of oil equivalent (boe/d). Gastar's production in recent quarters has been affected by disruptions to a third party midstream operator that are expected to be largely resolved in the second quarter of 2013 and beyond. Rating Assignments: $200 Million Senior Secured Notes due in 2018, Rated Caa2 (LGD 4, 60%) Corporate Family Rating of Caa1 Probability of Default Rating of Caa1-PD Speculative Grade Liquidity Rating of SGL-3 Ratings Rationale: Gastar's Caa1 Corporate Family Rating (CFR) reflects its relatively small scale and geographic concentration, execution risk related to pending acquisition and divestiture, its limited track record in the Hunton Limestone play, and relatively high financial leverage. The rating is supported by Gastar's growing liquids exposure, operator status for most of its reserves particularly in the Marcellus Shale, track record of using joint ventures (JVs) to reduce capital spending, and available inventory of drilling opportunities to facilitate future growth. The Caa2 ratings on the proposed $200 million of senior secured notes due 2018 reflect both the overall probability of default of Gastar, to which Moody's assigns a PDR of Caa1-PD, and a loss given default of LGD 4 (60%). The secured notes are guaranteed by essentially all material domestic subsidiaries on a senior secured second-lien basis and are subordinated to the new senior secured credit facility's potential priority claim to the company's assets. Gastar is putting in place a new $50 million revolver and the size of the senior secured revolving credit facility relative to the new secured notes results in the secured notes being rated one notch below the CFR under Moody's Loss Given Default Methodology. Gastar's SGL-3 Speculative Grade Liquidity rating reflects adequate liquidity through mid-2014. The company's new revolver is relatively small at only $50 million but the company does not expect to use it in the near term. However, given its large capital spending program of approximately $85 million in 2013 and significant cash flow outspending in the near-future, the company has limited financial flexibility especially if operating cash flows fall short of expectations or if it is unable to execute a JV agreement for its Mid-Continent assets. The new revolving credit facility is expected to mature six months prior to the maturity of the new notes and will be secured by mortgages on its oil and gas properties and security interests in substantially all of its assets. Moody's expects that Gastar will remain in compliance with its covenants which will include maximum net leverage of 4.5x, stepping down to 4.0x by the end of 2013, minimum interest coverage ratio of 2.50 and minimum current ratio of 1.0x. Alternative liquidity is limited, given that substantially all of the company's assets are pledged as security under its revolver and new senior secured notes. The outlook is positive based on Moody's expectation that Gastar will close the pending acquisition and divestiture by early June 2013. Moody's also expect the company to increase its liquids exposure and execute on its development plans in the Hunton Limestone formation while maintaining adequate liquidity and appropriate leverage levels. Moody's could upgrade the ratings if the company is able to grow its production base to above 12,000 b/d for a sustained period while maintaining debt/ average daily production less than $40,000 boe/d and debt / PD of less than $15.00 on a sustained basis. Moody's could downgrade the ratings if there is a significant deterioration in liquidity or if the company is not able to execute on its development plans. A meaningful increase in leverage could also result in a negative ratings action. The principal methodology used in rating Gastar was the Global Independent Exploration and Production Industry Methodology published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Gastar is a publicly traded independent oil and gas exploration and production company, which is headquartered in Houston, Texas. GC ENCINO: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: GC Encino Commons, LLC. 21803 Encino Commons Blvd San Antonio, TX 78259 Bankruptcy Case No.: 13-51207 Chapter 11 Petition Date: May 6, 2013 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Ronald B. King Debtor's Counsel: Dean William Greer, Esq. 2929 Mossrock, Suite 117 San Antonio, TX 78230 Tel: (210) 342-7100 Fax: (210) 342-3633 E-mail: dwgreer@sbcglobal.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Joseph Geiger, manager. GREGORY WOOD: Taps Robertson & Foley to Locate Buyer ---------------------------------------------------- Gregory Wood Products, Inc., asks the U.S. Bankruptcy Court for the Western District of North Carolina for permission to employ Robertson & Foley, LLC as investment banker. Robertson & Foley will assist in locating an investor or in the alternative, strategic buyer in connection with an "in place" sale of substantially all of the Debtor's assets. The Debtor proposes to pay Robertson & Foley a transaction fee equal to six percent of the gross amount of the transaction or $150,000, whichever is greater, upon the closing of a potential financial transaction. Robertson & Foley has contracted with Tri-State Auction and Realty, LLC and Robertson & Foley and Tri-State have agreed to split Robertson & Foley's commission between them on a 50/50 basis upon the closing of a transaction. To the best of the Debtor's knowledge, Robertson & Foley is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Gregory Wood Products Gregory Wood Products, Inc., filed a Chapter 11 petition (Bankr. W.D.N.C. Case No. 13-50104) on Feb. 15, 2013, disclosing total assets of $15.1 million and liabilities of $10.9 million. The Debtor owns land and building in Woodtech Drive, in Newton, California, worth $3.28 million, serving as collateral to a $10.3 million debt. The Debtor valued its machinery and equipment at $11.3 million. David A. Matthews, Esq., at Shumaker, Loop & Kendrick, LLP, in Charlotte, North Carolina, serves as counsel to the Debtor. The Debtor tapped Johnny Gates, Inc., as financial advisor. Judge Laura T. Beyer presides over the case. The Bankruptcy Administrator in the Chapter 11 case was unable to appoint a Committee of Creditors because none of the 20 largest unsecured creditors have accepted appointment. HARRON COMMUNICATIONS: Moody's Rates $65MM Add-On Sr. Bonds 'Caa1' ------------------------------------------------------------------ Moody's Investors Service assigned a Caa1 rating to the $65 million add-on senior unsecured bonds of Harron Communications, L.P. (Harron). The company intends to use proceeds primarily to fund a $25 million equity repurchase and to repay approximately $35 million of outstanding first lien bank debt, comprised of term loan and revolver borrowings. Moody's also upgraded Harron's first lien bank debt to Ba3 from B1, based on the increase in junior capital and the reduction in first lien debt. Harron Communications, LP Senior Unsecured Bonds due April 2020 (add-on), Assigned Caa1, LGD5, 83% Senior Unsecured Bonds due April 2020, Affirmed Caa1, LGD adjusted to LGD5, 83% from LGD5, 86% Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD MetroCast Cablevision of New Hampshire, LLC Senior Secured First Lien Bank Credit Facility, Upgraded to Ba3, LGD2, 29% from B1, LGD3, 32% Ratings Rationale: The transaction increases leverage to approximately 6.4 times debt-to-EBITDA from approximately 6.2 times (based on full year 2012 results) and adds approximately $5 million of annual interest expense. However, the company has sufficient flexibility within its B2 corporate family rating to manage this negative impact on the credit profile, and Moody's continues to expect positive free cash flow over the next couple of years. Pro forma for the transaction, first lien bank lenders comprise a smaller portion of the overall liability structure and benefit from a larger cushion of junior capital due to the increase in senior unsecured bonds. These factors led to the one notch upgrade of the bank debt to Ba3 from B1. The high leverage poses risk for a small company operating in a competitive environment, driving Harron's B2 CFR. However, Moody's expects the combination of EBITDA growth and debt repayment to lower leverage over the next couple of years. Also, the solid EBITDA margin (approximately 40%) and good liquidity profile, including expectations for continued positive free cash flow, enable the company to better manage the leverage. Harron currently benefits from a relatively more benign competitive environment than many of its cable peers, with no FiOS video overlap and minimal uVerse overlap, positioning it well for continued high speed data subscriber gains and upside from its nascent commercial business. Nevertheless, the maturity of the core video product and formidable competition from direct broadcast satellite operators constrains overall growth prospects, given that video still comprises over half of revenue and almost half of EBITDA. The stable outlook assumes continued positive free cash flow and that leverage will trend below 6 times debt-to-EBITDA over the next 12 months. The outlook also incorporates expectations for continued EBITDA growth driven primarily by gains in high speed data and phone subscribers, as well as some increase in pricing. Lack of scale constrains the rating, but Moody's would consider an upgrade with progress toward and a commitment to maintaining leverage below 4 times debt-to-EBITDA and free cash flow to debt in the high single digits. An upgrade would also require expectations for continued EBITDA growth and maintenance of good liquidity. Sustained leverage exceeding 6.75 times debt-to-EBITDA or sustained free cash flow-to-debt below 2% could pressure the rating down. Inability to generate EBITDA growth could also have negative ratings implications. Headquartered in Frazer, PA, Harron Communications, L.P. (Harron) houses the cable operating assets of Gans Communications, LP, MetroCast Cablevision of New Hampshire, LLC, MetroCast Communications of Connecticut, LLC, and MetroCast Communications of Mississippi, LLC. Its cable operating companies serve approximately 165,000 video subscribers, 134,000 high speed data subscribers, and 46,000 telephone subscribers across New Hampshire/Maine, Connecticut, Maryland/Virginia, Mississippi/Alabama, Pennsylvania, and South Carolina. The Harron family and management own the company. The principal methodology used in this rating was the Global Pay Television -- Cable and Direct-to-Home Satellite Operators Methodology published in April 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. HARRON COMMUNICATIONS: S&P Raises Rating on Secured Debt to 'BB' ---------------------------------------------------------------- Standard & Poor's Ratings Services raised its issue-level rating on Harron Communications L.P.'s senior secured credit facilities to 'BB' from 'BB-' and revised the recovery rating on this debt to '1' from '2'. The '1' recovery rating reflects S&P's expectation for very high (90% to 100%) recovery for lenders in the event of a payment default. The rating action reflects the company's secured debt prepayment. S&P's 'B-' issue-level rating and '6' recovery rating on Harron Communications' 9.125% senior unsecured notes due 2020 remain unchanged after the company announced it will seek to add on $65 million to the existing $225 million of notes outstanding. The '6' recovery rating on the notes reflects S&P's expectation of negligible (0% to 10%) recovery for noteholders in the event of a payment default. S&P expects the company to use proceeds from the add-on to repay a portion of senior secured credit facilities, as well as to fund a $25 million shareholder redemption. The 'B+' corporate credit rating and stable rating outlook on Frazer, Pa.-based cable system operator Harron Communications, L.P. remains unchanged. Pro forma fully adjusted debt to EBITDA increases minimally, to 6.4x as of March 31, 2013, from 6.2x. Under S&P's base-case scenario, it expects that debt to EBITDA could decline to the low-6x area in 2013 based on continued mid-to-high single digit percent EBITDA growth. However, over the intermediate term S&P believes that leverage will remain above 5x, its threshold for considering a rating upgrade. S&P believes the company's financial policy might prevent such leverage reduction on a sustainable basis. The ratings on Harron incorporates S&P's view of the company's "satisfactory" business risk profile, reflecting its good profitability, its operations in less-competitive second-tier markets, its position as the leading provider of pay-TV services in its markets, and S&P's expectation of healthy growth prospects for high-speed data (HSD) services. Tempering risk factors include a mature basic video services business with only modest revenue growth prospects, below-industry-average HSD and telephone penetration, and competitive pressures from direct-to-home (DTH) satellite providers for video services and local telephone companies for HSD and voice services. S&P views the company's financial risk profile as "highly leveraged," given its expectation that fully adjusted debt to EBITDA will remain above 5x over the next few years, and that funds from operations (FFO) to debt will remain below 12%. RATINGS LIST Ratings Unchanged Harron Communications L.P. Corporate Credit Rating B+/Stable/-- Senior Unsecured Notes Due 2020 B- Recovery Rating 6 Harron Communications L.P. Harron Finance Corp. $290mil 9.125% Sr Unsecd Nts Due 2020* B- Recovery Rating 6 Upgraded; Recovery Rating Revised To From MetroCast Cablevision of New Hampshire LLC Gans Communications L.P. MetroCast Communications of Connecticut LLC MetroCast Communications of Mississippi LLC Senior Secured Credit Facilities BB BB- Recovery Rating 1 2 * Including add-on. HI-WAY EQUIPMENT: Files Schedules of Assets and Liabilities ----------------------------------------------------------- Hi-Way Equipment Company LLC filed with the Bankruptcy Court its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $43,843,694 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $43,915,175 E. Creditors Holding Unsecured Priority Claims $53,429 F. Creditors Holding Unsecured Non-priority Claims $2,533,676 ----------- ----------- TOTAL $43,843,694 $46,512,280 A copy of schedules is available for free at http://bankrupt.com/misc/HI-WAY_EQUIPMENT_sal.pdf Two debtor-affiliates also filed their respective schedules, disclosing: Company Assets Liabilities ------- ------ ----------- Hi-Way Holdings LLC $0 $42,187,434 HWE Real Estate LLC $1,285,645 $760,667 About Hi-Way Equipment Company Hi-Way Equipment Company LLC filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 13-41498) on April 1, 2013. Charles W. Reeves, Jr., signed the petition as chief restructuring officer. Gardere Wynne Sewell, LLP, serves as the Debtor's counsel. The Debtor estimated assets and debts of at least $10 million. Hi-Way Equipment has been providing rental and sales of equipment since 1948. In 2008, Hi-Way Equipment acquired Equipment Support Services, Inc. As part of that acquisition, Hi-Way Equipment expanded to become a dealer of Case and Case IH equipment through CNH America LLC. With the acquisition of ESS, Hi-Way Equipment acquired ESS' subsidiaries: CDI Equipment, Ltd., Carruth-Doggett Industries Partners Acquisition, LLC, Future Equipment Holdings, LLC, Future Equipment Partners, LLC, Equipment Support Services, Inc., ESS Acquisition LLC, Carruth-Doggett Industries Holdings Acquisition, LLC and Southern Power Acquisition, Inc. In 2011, Hi-Way Equipment merged with the Subsidiaries and Hi-Way Equipment was the sole surviving entity. Hi-Way Equipment serves as the non- exclusive dealer of Case and Case IH equipment in numerous counties across Texas. HOSPITAL ACQUISITION: Moody's Assigns 'B3' Corp. Family Rating -------------------------------------------------------------- Moody's Investors Service has assigned Hospital Acquisition Sub I LLC (formed to acquire the assets of LifeCare Holdings, Inc., "LifeCare") a B3 corporate family rating and B3-PD probability of default rating ("PDR"). Moody's has also assigned a B3 rating to the company's proposed $200 million senior secured first lien term loan. The rating outlook is stable. Proceeds from the proposed transaction are expected be used to repay existing debt. The company is in the process of completing a court approved 363 sale of LifeCare Holdings, Inc. (filed for Chapter 11 bankruptcy on December 11, 2012) led by the secured creditors. The timing of the close of the proposed transaction is anticipated to coincide with LifeCare's expected emergence from Chapter 11. The ratings assigned are first-time ratings for Hospital Acquisition Sub I LLC, and subject to regulatory approval of the 363 sale and Moody's review of final terms and conditions of the proposed transaction. The following rating actions were taken: Corporate family rating, assigned B3; Probability of default rating, assigned B3-PD; $200 million senior secured term loan due 2018, assigned B3 (LGD3, 49%); The outlook is stable. Ratings Rationale: The B3 CFR reflects LifeCare's high adjusted leverage level of around 5 times debt to EBITDA (per Moody's standard adjustments) as well as modest size and scale as compared to some of its competitors. The rating also considers the company's heavy reliance on the specialty hospital segment that results in a 65% Medicare payor concentration. Additionally, ongoing uncertainty regarding the regulatory and reimbursement environment as well as geographic concentration elevate potential event risk. The rating positively recognizes the company's competitive position in the local markets it serves and favorable acuity mix which supports EBITDA margins. The rating further considers the company's ability to successfully manage operating expenses in an ever changing regulatory environment as well as an adequate liquidity profile with reduced funded debt levels following its planned emergence from bankruptcy. The stable rating outlook assumes that LifeCare will continue to improve its operations, generate positive free cash flow, and maintain an adequate liquidity profile. Moody's could downgrade the ratings with expectations for financial leverage in excess of 6 times, free cash flow turning negative on a sustained basis, or if there is a deterioration in the company's liquidity profile. An adverse regulatory or reimbursement rate development could also have negative rating implications. Moody's could upgrade the rating if debt to EBITDA approached 4.5 times and free cash flow to debt is sustained over 5%, with an improving liquidity profile. There could be additional upward pressure if the company were able to drive improved occupancy rates and volume through its facilities to help leverage its fixed costs and increase profitability. The principal methodology used in this rating was the Global Healthcare Service Providers published in December 2011. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Plano, TX, Hospital Acquisition Sub I LLC, to be formed to acquire the assets of LifeCare Holdings, Inc., operates 26 long-term acute care hospitals ("LTACH") in nine states. The company's facilities include eight "hospital within a hospital" facilities ("HIH") and 18 free-standing facilities. In addition, the company holds a 50% investment in a joint venture for a long- term acute care hospital. HUDBAY MINERALS: S&P Revises Outlook to Negative & Affirms 'B' CCR ------------------------------------------------------------------ Standard & Poor's Ratings Services said it revised its outlook on HudBay Minerals Inc. to negative from stable. At the same time, Standard & Poor's affirmed its ratings on the company, including its 'B' long-term corporate credit rating. "We base the outlook revision on the likelihood that the company's adjusted debt-to-EBITDA leverage ratio will surpass 4.5x -- one of our key thresholds for ratings pressure -- in the next several quarters," said Standard & Poor's credit analyst George Economou. "We could downgrade HudBay if its construction projects experience delays or cost overruns leading to a continuation of relatively weak credit metrics heading into 2015," Mr. Economou added. The ratings on HudBay reflect what S&P views as the company's very limited operating diversity, a heightened reliance on volatile base metals prices to uphold credit metrics commensurate with its 'B' ratings, and considerable growth-oriented capital expenditures through next year. These weaknesses are offset somewhat, S&P believes, by HudBay's relatively stable operations in Manitoba, a jurisdiction S&P views as relatively low-risk for the mining industry. The negative outlook reflects S&P's view that a downgrade could occur if HudBay's construction projects experience delays or cost overruns leading to a continuation of relatively weak credit metrics heading into 2015. Through the first half of next year, S&P expects HudBay to generate an adjusted debt-to-EBITDA leverage ratio of about 5.0x-5.5x, with negative free operating cash flow generation of more than US$1.0 billion in 2013 and US$400 million in 2014. S&P could lower the ratings if HudBay's adjusted debt-to-EBITDA leverage ratio were to rise above 6x through the end of next year as a result of an increase in debt to fund higher capital requirements at its growth projects or if the profitability deterioration at its 777 mine intensifies in the next few quarters. While unlikely in the next several quarters, S&P could revise the outlook to stable if projected leverage for 2014 were to decline below 4x due to the company's major development projects ramping- up toward full production well ahead of schedule and budget alongside a sharp improvement in profitability at its 777 mine. HUDSON PRODUCTS: No Change on Moody's B2 CFR on Debt Re-Pricing --------------------------------------------------------------- Moody's views Hudson Products' favorable re-pricing of its senior secured credit facilities as a credit positive but it does not affect the company's B2 corporate family rating or the B2 rating on the credit facilities. The credit facilities are comprised of a $190 million term loan and $25 million revolver, both maturing in June 2017 and secured by substantially all assets of the company. Hudson Products Corporation, headquartered in Beasley, TX, is one of the world's leading heat transfer solutions companies providing air-cooled heat exchangers (ACHEs), axial-flow fans and related aftermarket hardware and support predominantly to North American oil & gas, power and petrochemical end-markets. Hudson was purchased by Riverstone Holdings LLC (the Sponsor) in 2008 from the prior sponsor. Hudson generated revenues in excess of $200 million for the twelve month period ended December 31, 2012. HUFF GRANDCHILDREN: Case Summary & Largest Unsecured Creditor ------------------------------------------------------------- Debtor: Huff Grandchildren Irrevocable Trust 11921 Brinley Ave Louisville, KY 40243 Bankruptcy Case No.: 13-31899 Chapter 11 Petition Date: May 6, 2013 Court: United States Bankruptcy Court Western District of Kentucky (Louisville) Debtor's Counsel: Judson Wagenseller, Esq. 11921 Brinley Avenue Louisville, KY 40243 Tel: (502) 410-6905 E-mail: judwag@insightbb.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ VNB New York Corp. $1,500,000 c/o Steven A. Brehm Bingham, Greenbaum, Doll, PLLC 101 S. 5th St, Suite 3500 Louisville, KY 40202 The petition was signed by Matthew Huff, trustee. IERRA VENTURE: Case Summary & 15 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Ierra Venture, LLC 16601 Park Lane Circle Los Angeles, CA 90049 Bankruptcy Case No.: 13-21905 Chapter 11 Petition Date: May 6, 2013 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Neil W. Bason Debtor's Counsel: Daniel H. Reiss, Esq. LEVENE, NEALE, BENDER, YOO & BRILL LLP 10250 Constellation Blvd Ste 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 Fax: (310) 229-1244 E-mail: dhr@lnbyb.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 15 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/cacb13-21905.pdf The petition was signed by Fariba Javaherian, managing member. INSIGNIA VESSEL: Moody's Changes Outlook on 'B3' CFR to Positive ---------------------------------------------------------------- Moody's Investors Service revised Insignia Vessel Acquisition, LLC's ("Insignia") rating outlook to positive from negative. Insignia's B3 Corporate Family Rating and B3-PD Probability of Default Rating were affirmed along with the company's B2 senior secured first lien bank loan ratings and Caa1 senior secured second lien term loan rating. Insignia, Regatta Acquisition, LLC and Nautica Acquisition, LLC are the joint and several borrowers under the first and second lien facilities that each own one cruise vessel. All three entities are wholly owned subsidiaries of Oceania Cruises, Inc. ("Oceania or the company"). Moody's ratings are based upon the consolidated operating results of Oceania. The revision in Insignia's rating outlook to positive reflects Oceania's success in profitably absorbing a net increase of over 80% capacity (one 1,250 berth ship added in both 2011and 2012), despite being delivered at less-than ideal times, and the debt pay-down in the fourth quarter of 2012 that eliminated covenant concerns thereby improving the company's liquidity profile. The Marina vessel was delivered during the uprisings in the Middle East in early 2011 and the Riviera vessel was delivered three months after the Costa Concordia accident. The company's two new ships are commanding a higher premium than its existing ships at near record occupancy levels that resulted in an approximate 61% increase in EBITDA per capacity day from 2010 to 2012. Also factoring into the positive rating outlook is Moody's expectation that with no new ships on order and the Insignia vessel rejoining the fleet when the charter arrangement expires in the first half of 2014, the company will generate approximately $100 million of free cash flow in both 2013 and 2014. Moody's expects the company will apply a portion of its free cash flow to permanently reduce debt, thereby reducing debt/EBITDA to approximately 9.0 times at the end of 2014 (or 6.3 times excluding the PIK subordinated debt). Ratings affirmed and LGD assessments revised: Corporate Family Rating at B3 Probability of Default Rating at B3-PD Senior secured first lien revolver at B2 (LGD 3, 35%) Senior secured first lien term loan at B2 (LGD 3, 35%) Senior secured second lien term loan at Caa1 (LGD 5, 76% from LGD 5, 79%) Ratings Rationale: Insignia's B3 Corporate Family Rating reflects the Company's small scale, high leverage, the cruise industry's heavy reliance on leisure travelers, the specialized nature of the ship asset class, and the need for large non-cancelable commitments of capital for new ships several years in advance of delivery. Positive rating consideration is given to the company's profitable market niche and the favorable long-term demand trends for the cruise industry in general. Ratings could be upgraded if the company's debt/EBITDA approached 6.0 times (excluding the PIK subordinated debt), the company begins addressing its April 2015 maturities (the company has a small $4.8 million maturity in April 2014), and maintains good liquidity. Insignia's rating outlook could return to stable if debt/EBITDA does not improve from its current levels and/or the company has problems addressing it upcoming maturities. With a positive rating outlook Moody's does not expect the ratings will be downgraded in the near-term, but ratings could be downgraded if the company were not able to refinance its upcoming maturities, or if the terms of the refinancing were worse than expected. The principal methodology used in this rating was the Global Lodging & Cruise Industry Rating Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Insignia Vessel Acquisition, LLC is one of five operating subsidiaries constituting Oceania Cruises, Inc. (Oceania) a small five-ship (one on charter through April 2014) passenger cruise company. Oceania targets the upper premium segment of the cruise industry with destination-oriented cruises that maximize on-shore activities. Oceania was formed in 2002 and began operating in 2003. Affiliates of Apollo Management L.P. own a large ownership interest in Oceania's ultimate parent, Prestige Cruise Holdings, Inc. (PCH). PCH also owns and operates Seven Seas Cruises S. DE R.L. (formerly known as Classic Cruise Holdings S. DE R.L.) d/b/a Regent Seven Seas Cruises (rated B2). As a private company, Oceania is not required to release detailed financial information to the public. ISLE OF CAPRI CASINO: Moody's Rates $300MM Revolver Debt 'Ba2' -------------------------------------------------------------- Moody's Investors Service assigned a Ba2 to Isle of Capri Casino, Inc.'s $300 million revolver expiring in April 2018. The company's existing ratings were affirmed. The rating outlook is stable. The Ba2 rating assigned to Isle's revolver -- three-notches higher than the company's B2 Corporate Family Rating -- reflects the secured nature of the revolver along with the significant credit support provided by the senior unsecured and senior subordinated notes that rank below it in the debt capital structure. New rating assigned: $300 million senior secured revolver expiring 2018 at Ba2 (LGD 1, 7%) Ratings affirmed and LGD assessments revised where applicable: Corporate Family Rating at B2 Probability of Default Rating at B2-PD $350 million 5.875% senior unsecured notes due 2021 at B2 (LGD 3, 48% from LGD 4, 53%) $300 million 7.75% senior unsecured notes due 2019 at B2 (LGD 3, 48% from LGD 4, 53%) $350 million 8.875% senior sub. notes due 2020 at Caa1 (LGD 5, 88% from LGD 5, 89%) Ratings withdrawn: $300 million revolver expiring 2016 at Ba2 (LGD 2, 10%) $500 million term loan due 2017 at Ba2 (LGD 2, 10%) Ratings Rationale: Isle's B2 Corporate Family Rating considers the company's high leverage -- Moody's expects the company's lease-adjusted debt/EBITDA will remain above 5.5 times during the next 12 to 18 month period -- and Moody's expectation that consumer spending on gaming in the US will not improve in the foreseeable future. The ratings are supported by Isle's geographic diversification -- Isle owns and operates 14 gaming entertainment facilities throughout the US. Moody's believes Isle's diversification provides the company with a greater level of overall protection against regional downturns, legislative risk, and competitive risk than less diversified gaming operators. The stable rating outlook considers Moody's view that despite the weakness in the gaming industry in recent years, Isle has pushed out its debt maturities and positioned itself for increased free cash flow. The company now has the opportunity to reduce leverage even as it ramps up new gaming facilities. Ratings could improve if Isle demonstrates an ability to achieve and sustain debt/EBITDA at or below 5 times. Ratings could be lowered if the gaming demand environment weakens, liquidity deteriorates, and/or it appears that Isle will not be able to maintain debt/EBITDA at or below 6.5 times. The principal methodology used in this rating was the Global Gaming Industry Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Isle owns and operates regional gaming entertainment facilities in Louisiana, Mississippi, Missouri, Iowa, Colorado and Florida. Net revenue for latest 12-month period ended January 27, 2013 was about $988 million. JAMESTOWN LLC: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Jamestown LLC 2131 W Republic Rd #279 Springfield, MO 65807 Bankruptcy Case No.: 13-60728 Chapter 11 Petition Date: May 7, 2013 Court: United States Bankruptcy Court Western District of Missouri (Springfield) Judge: Arthur B. Federman Debtor's Counsel: Douglas L. Healy, Esq. HEALY & HEALY 939 Boonville, Ste. A Springfield, MO 65802 Tel: (417) 864-8800 E-mail: doug@healylawoffices.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Stephen Cope, managing member. The Debtor did not file its list of largest unsecured creditors when it filed its petition. JOHN ROCCO: Trustee May Continue to Pursue Suit v. Peachtree ------------------------------------------------------------ Peachtree Special Risk Brokers LLC failed to convince a New Jersey bankruptcy court to dismiss the complaint brought against it by Steven P. Kartzman, as Chapter 7 Trustee of John A. Rocco Co., Inc. The adversary complaint, STEVEN P. KARTZMAN, as Chapter 7 Trustee, Plaintiff, v. PEACHTREE SPECIAL RISK BROKERS, et al., Defendants, Adv. No. 12-01269 (DHS) (Bankr. D. N.J.), was filed to avoid and recover two transfers in the amounts of $70,614 and $67,500 within the 90-day period before John Rocco filed for bankruptcy. John Rocco and Peachtree are parties to a 2009 agreement, by which the Debtor placed contracts of insurance through companies represented by Peachtree, and Peachtree got commissions from these transactions. In July 2009, the Debtor placed two Policies through Peachtree -- one with W5 Group LLC dba Waldorf Holding Corp with Navigators Insurance Company with a $100,000 premium and the second with W5 Group with Axis Surplus Insurance Company with a $94,500 premium. In August 2009, the Debtor made a $47,500 partial payment to Peachtree on behalf of W5 Group. The policies were however cancelled, effective on Sept. 21, 2009 due to non- payment of balance owed. In October 2009, Peachtree made partial payments from its trust account -- $85,133 in full payment of the Navigators Policy less commissions and $18,562 in partial payment of the Axis Policy less commissions. Following two payments made by Peactree on Jan. 22, 2010 totaling $138,114, the Debtor wired Peachtree $70,614 for payment of the Navigators Policy and $67,500 for payment of the Axis Policy -- which resulted in the retroactive reinstatement of both policies effective Sept. 1, 2009. On January 26, 2010, Peachtree paid Axis $55,687, the balance due on the policy less commissions. All payments received by Peachtree from the Debtor were from the Debtor's trust account and deposited directly into Peachtree's own trust account. Further, Peachtree was only entitled to use the money for payment of premiums, except for the retention of commissions with respect to each policy. Peachtree's commission on the Axis Policy was 7.5% of $90,000 ($6,750), being earned and booked on July 30, 2009. Its commission on the Navigators Policy was 5% of $99,108 ($4,955.40), which was earned and booked on August 26, 2009. As the policies were cancelled and reinstated, the commissions were adjusted accordingly. The final commissions earned by Peachtree were $8,671.95 for Navigators Policy (10%) and $10,125.00 (12.5%) for the Axis Policy. Of those amounts, $15,870.60 was earned and booked on January 22, 2010. On March 25, 2010, John Rocco filed a Chapter 11 petition (Case No. 10-18799, Bankr. D. N.J.) and a Chapter 11 trustee was appointed on May 17, 2010. The case was converted to a Chapter 7 proceeding on Feb. 7, 2012 and the Chapter 7 trustee was appointed. Peachtree sought summary judgment dismissing the Complaint as well as judgment that the transfers were not transfers of an interest in property or of an asset of the Debtor; or in the alternative, if the court should determine that the funds were property of the estate, that the Trustee may only recover $15,870 representing the commissions retained by Peachtree, as Peachtree was a mere conduit and not an initial transferee of the remaining funds. The Trustee filed a cross-motion for summary judgment arguing that the transfers involved property of the estate. In a May 1, 2013 Opinion, Bankruptcy Judge Donald H. Steckroth found that the funds were commingled with commissions and later transferred to Peachtree to satisfy the insurance premiums. The bankruptcy policy of equal distribution mandates that tracing should be required, the Court held. The John Rocco case, the New Jersey Bankruptcy Court pointed out, does not involve two creditors of like status, but the same policy applies to the distribution of funds to the larger creditor body as a whole. The policy of equitable distribution would be advanced by allowing the Trustee's avoidance action to proceed, the judge said. Moreover, taking the circumstances in the case as a whole, Judge Steckroth found that Peachtree was an initial transferee and not a mere conduit and awards summary judgment in favor of the Trustee on those grounds. A copy of Judge Steckroth's May 1, 2013 Opinion is available at http://is.gd/JhVPZafrom Leagle.com. Steven P. Kartzman, Esq. -- skartzman@msklaw.com -- and Adam G. Brief, Esq. -- abrief@msklaw.com -- of Mellinger, Sanders & Kartzman, LLC in Morris Plains, New Jersey, serve as counsel for the John Rocco Trustee. Christopher R. Belmonte, Esq. -- cbelmonte@ssbb.com -- of Satterlee Stephens Burke & Burke LLP, in New York, serves as counsel for Peachtree. MACON VENTURE: Case Summary & 6 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Macon Venture No. One, L.P. 8240 Preston Road Suite 300 Plano, TX 75024 Bankruptcy Case No.: 13-51169 Chapter 11 Petition Date: May 6, 2013 Court: United States Bankruptcy Court Middle District of Georgia (Macon) Debtor's Counsel: William E. Dillard, Esq. BRENNAN & WASDEN, LLC 411 E. Liberty Street Savannah, GA 31401 Tel: (912) 232-6700 Fax: (912) 232-0799 E-mail: bdillard@brennanandwasden.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its six largest unsecured creditors is available for free at http://bankrupt.com/misc/gamb13-51169.pdf The petition was signed by Troy Bathman, president of St. Ives Holdings, LLC, general partner. MADISON MEMORIAL: S&P Revises Outlook & Affirms 'BB+' Rating ------------------------------------------------------------ Standard & Poor's Ratings Services revised its outlook to negative from stable and affirmed its 'BB+' long-term rating on Madison County, Idaho's series 2006 revenue certificates of participation (COPs), issued on behalf of Madison Memorial Hospital (MMH). "The negative outlook reflects our view of the operational risk associated with MMH's new joint venture, a short-stay rehabilitation hospital," said Standard & Poor's credit analyst Geraldine Poon. "In addition, the rating is constrained by the expected severe weakening of MMH's balance sheet (associated with the investment in the joint venture)," Ms. Poon added. MMH is a 69-bed staffed hospital located in Rexburg, Idaho, 30 miles north of Idaho Falls and 90 miles south of Yellowstone. Although Rexburg's population is relatively small, the hospital's greater service area includes more than 150,000 people. MANAGED HEALTH: S&P Withdraws 'B' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services said it withdrew its ratings on New Jersey-based alternate site group purchasing organization Managed Health Care Associates Inc., including the 'B' corporate credit rating, at the company's request. On May 1, 2013, Roper Industries Inc. acquired Managed Health Care Associates Inc. METEX MFG: Seeks Further Extension of Exclusive Periods ------------------------------------------------------- Metex Mfg. Corporation, f/k/a Kentile Floors, Inc., ask the U.S. Bankruptcy Court for the Southern District of New York to further extend until Sept. 16, 2013, the time within which it has exclusive right to file a plan of reorganization, and extend until Nov. 15, the time within which it has exclusive right to solicit acceptances of that plan. The additional time will be used for the Debtors to continue to work with the Official Committee of Unsecured Creditors, which consists of members that were not involved in the negotiation of the prepackaged plan, and the future claims representative, to formulate a consensual plan. A hearing on the request will be held on May 14, 2013, at 10:00 a.m. (prevailing Eastern Time). About Metex Great Neck, New York-based Metex Mfg. Corporation, formerly known as Kentile Floors, Inc., started business in the late 1800's as a manufacturer of cork tile, and thereafter progressed to making composite tile for commercial and residential use. It filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 12- 14554) on Nov. 9, 2012. The petition was signed by Anthony J. Miceli, president. The Debtor estimated its assets and debts at $100 million to $500 million. Judge Burton R. Lifland presides over the case. Affiliate Kentile Floors, Inc., filed a separate Chapter 11 petition (Bankr. S.D.N.Y. Case No. 92-46466) on Nov. 20, 1992. Caplin & Drysdale, Chartered represents the Official Committee of unsecured Creditors in the Debtor's case. METROPARK USA: Committee May Modify Terms of Blakeley Employment ---------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 case of Metropark USA, Inc., sought and obtained authorization from the U.S. Bankruptcy Court for the Southern District of New York to modify the terms of employment of Blakeley & Blakeley LLP as the Committee's counsel. The Court approved the modification of the terms of employment as to the prosecution and collection of avoidance claims arising under Chapter 5 of Title 11 of the U.S. Code and approved the Committee's contingent-fee arrangement for B&B to prosecute the avoidance claims. The Committee relates that it has agreed with B&B on these compensation and expense reimbursement schedule for the prosecution of the avoidance claims: A. Contingency-Fee Schedule. The Avoidance Claims will be prosecuted and collected by B&B on a contingency-fee basis at a contingency-fee rate of 30 percent. The contingency-fee rate is 30 percent whether collection is realized before, during or after judgment, or on appeal, or affirmed on appeal. B. Reimbursable Expenses. Further to the 9019 Order, B&B will receive monthly reimbursement of out-of-pocket expenses related to the pursuit of the avoidance claims, which reimbursement will be based on a monthly accounting of such expenses incurred in the prior month. About Metropark USA Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los Angeles retail chain with 70 stores in 21 states. Metropark was founded in 2004 to capitalize on the large Gen Y segment (the 25-35 year old customer) in demand for fashion-forward apparel and accessories. Its headquarters, distribution centers, and e-commerce site located in Los Angeles, California. Metropark filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-22866) on April 26, 2011. The Debtor disclosed total assets of $28,933,805 and total debts of $28,697, 006 as of April 2 , 2011. CRG Partners Group, LLC, is the Debtor's financial advisor. The Debtor also tapped Great American Group Real Estate, LLC doing business as GA Keen Realty Advisors as special real estate advisor. Ronald A. Clifford, Esq., at Blakeley & Blakeley, LLP, in Irvine, Calif., represents the Official Committee of Unsecured Creditors. MORTGAGES LTD: Furst Plan's Suit v. ML Manager Dismissed -------------------------------------------------------- Senior District Judge Frederick J. Marton dismissed the action styled as, Robert G. Furst & Assocs., Ltd. Defined Benefit Pension Plan, Plaintiff, v. ML Manager LLC, Defendant, Case No. CV-12- 2304-PHX-FJM (D. Ariz.), in a May 2, 2013 order available at http://is.gd/S4R1u2from Leagle.com. Mortgages Ltd once held a $900 million loan portfolio backed by mortgages and dees of trust. ML Manager LLC was formed by virtue of Mortgages Ltd.'s confirmed Chapter 11 plan to liquidate the ML Loans. The Furst Plan is a retirement plan under the Employee Retirement Income Security Act. Under its Complaint, the Furst Plan essentially sought a declaration that ML Manager does not have any authority over the Furst Plan assets or any right to control, manage or sell any Furst Plan assets. ML Manager moved to dismiss the Complaint. In a May 2 decision, the Arizona district court concluded that the Complaint violates the Confirmed Plan, which requires that all claims asserted "against the Debtor, the Reorganized Debtor, the Liquidating Trust, the ML Loans, and the Investors" arising out of or related to the Confirmed Plan shall be commenced only in the bankruptcy court; and that the Complaint is an improper collateral attack on the final judgment of the bankruptcy court and the district court. Judge Marton said the issues presented in the Complaint can be resolved without reference to ERISA. Moreover, Judge Marton said, "The Furst Plan's effort to resurrect its challenges to ML Manager's agency authority four years after confirmation of the Plan, this time in the context of ERISA, is barred by law of the case and res judicata." He noted that the Furst Plan actively participated in the bankruptcy proceedings but did not present its ERISA claims at that time. The Furst Plan also did not object to the Confirmed Plan or appeal from the Confirmation Order, he added. About Mortgages Ltd. Mortgages Ltd. was the subject of an involuntary Chapter 7 petition dated June 20, 2008, filed by KGM Builders Inc. -- a contractor for Grace Communities, a borrower of the company -- in the U.S. Bankruptcy Court for the District of Arizona. Central & Monroe LLC and Osborn III Partners LLC, divisions of Grace Communities, sought the appointment of an interim trustee for Mortgages Ltd. in the Chapter 7 proceeding. Mortgages Ltd. faced lawsuits filed by Grace Communities and Rightpath Limited Development Group for its alleged failure to fully fund loans. Mortgages Ltd. denied the charges. The Debtor's case was converted to a chapter 11 proceeding (Bankr. D. Ariz. Case No. 08-07465) on June 24, 2008. Judge Sarah Sharer Curley presided over the case. Carolyn Johnsen, Esq., and Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C., replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as counsel to the Debtor. As of Dec. 31, 2007, the Debtor had total assets of $358,416,681 and total debts of $350,169,423. Mortgages Ltd. was reorganized pursuant to a plan that was confirmed by the Bankruptcy Court on March 20, 2009. As part of the Plan, ML Manager LLC was created to manage and operate the loans in the portfolio. The original investors for the most part transferred their interests to 49 separate Loan LLC's. A number of investors, referred to as "pass through investors" did not transfer their interests. As part of the Plan, ML Manager took out $20 million in exit financing to help keep the company afloat during the reorganization. MULTIBANK: Fitch Affirms 'BB+' Long-Term Issuer Default Rating -------------------------------------------------------------- Fitch Ratings has affirmed Multibank's (MB) long-term Issuer Default Rating (IDR) at 'BB+'. The Rating Outlook is Stable. Fitch has also affirmed the bank's national ratings. Key Rating Drivers MB's Viability Rating (VR) and IDRs reflect its coherent strategy, consistent performance, sound asset quality, and adequate reserves and capital. The ratings also factor in the bank's improved funding mix and adequate liquidity. Fitch's view of MB's ratings is tempered by the challenges faced by the bank to improve its competitive position and enhance its profitability metrics in a highly competitive market. MB consolidated its corporate strategy and overhauled its commercial strategy to position itself as a relevant contender in the middle market and retail segments in Panama. MB has steadily expanded its network, heightened its profile and improved its franchise as the bank increased its market share to 3.5% of general licenced banks' total unconsolidated assets by end-2012. Resilient margins and growing loan volumes coupled with moderate credit costs allowed MB to post moderate but consistent profitability ratios. MB will need further income diversification and cost control to face competition and rising interest rates. Sound credit origination, adequate remedial management, and a positive economic backdrop underpinned asset quality that remained under control (90-day past due loans around 1%) and is consistently well covered by reserves. In addition, concentration on both sides of the balance sheet is moderate after years of continuous improvement. The overhauled commercial strategy helped widen the deposit base while changed the deposit mix and lowered funding costs. MB's liquidity remains sound and is supplemented by adequate contingency plans. However, the increase of longer-tenor loans creates the need to further diversify funding to prevent undesired asset/liability gaps in a highly competitive market that could create pressures to become more aggressive in credit or pricing. Rating Sensitivities Consistent progress on MB's profitability and capital ratios (i.e., Fitch Core Capital approaching 13%) could lead to positive rating actions. In addition, MB's ratings could be improved over the medium term if the bank continues to increase its market share and diversify its revenues while maintaining low concentrations on both sides of the balance sheet and adequate asset quality. MB's ratings could be negatively affected by an unexpected sharp deterioration in asset quality that affects performance and erodes its capital/reserve cushion. Additionally, excessive growth that overstretches the bank's capital (i.e., Fitch Core Capital below 10%) could also be negative. Furthermore, an extension of the average tenor of its loans without a corresponding extension of its liability maturity profile would be a rating negative. Fitch has affirmed MB's ratings as follows: -- Long-term IDR at 'BB+'; Outlook Stable; -- Short-term IDR at 'B'; -- Viability Rating at 'bb+'; -- Support Rating at '5'; -- Support Rating Floor at 'NF'; -- National scale long-term rating at 'AA-(pan)'; Outlook Stable; -- National scale short-term rating at 'F1+(pan)'. MURRAY ENERGY: S&P Assigns 'BB-' Rating to $300MM 1st-Lien Loan --------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB-' issue rating to St. Clairsville, Ohio-based coal producer Murray Energy Corp.'s (Murray) proposed $300 million first-lien term loan. The recovery rating is '1', indicating S&P's expectation of a very high (90% to 100%) recovery in the event of a payment default. S&P also assigned a 'B' issue-level rating to the $400 million second-lien secured notes that are also part of the refinancing. The recovery rating is '4', indicating S&P's expectation of an average (30% to 50%) recovery. At the same time, S&P affirmed the 'B' corporate credit rating and the 'B' issue rating on Murray's $688 million in senior secured notes due 2015. The recovery rating on the notes is '3', indicating S&P's expectation of a meaningful (50% to 70%) recovery. The outlook remains stable. "The company expects to use proceeds from the new first-lien term loan and second-lien notes to redeem its existing $688 million in senior secured notes," said Standard & Poor's credit analyst Chiza Vitta. Murray will also have an unrated $50 million asset-based revolving credit facility upsized from $25 million as part of this transaction. S&P expects to withdraw the issue rating on the existing senior secured notes when the transaction closes. The corporate credit rating reflects Murray's combination of a "vulnerable" business profile with an "aggressive" financial profile. S&P's view stems from the company's relatively small size, lack of end market diversity, high customer concentration, and significant debt levels. However, the company maintains a favorable cost profile, sells coal under long-term contracts, and has a customer base consisting of the coal-fired plants that S&P views as less likely to be retired in the near future. The stable outlook reflects S&P's view that Murray's contracted sales and low cost position will support cash flow until currently weak thermal coal conditions start to improve later this year. S&P expects credit measures to remain in line with its view of the company's aggressive financial risk profile, which along with the vulnerable business risk profile are commensurate with the current rating. S&P expects 2013 adjusted debt to EBITDA of about 5x and FFO to debt of about 14.5%. S&P views Murray as having limited cushion under its "aggressive" financial risk profile. S&P would consider a downgrade if credit measures weaken any further, or if S&P views liquidity to be "less than adequate". In particular, S&P could lower the rating if debt to EBITDA does not improve or if free operating cash flow (cash flow from operations less capital spending) is negative. This could occur if margins decline, or as a result of a mine stoppage due to unforeseen reasons. S&P would consider an upgrade if Murray's credit metrics improved. An upgrade would likely require leverage to fall below 4x and would be most likely if S&P saw a concurrent improvement in demand for thermal coal. The company has active mines in three of the major high heat coal producing regions in the U.S.: Northern Appalachia, the Illinois Basin, and the Uintah Basin in Utah. NATURE'S PUREST: Updated Case Summary & Creditors' Lists -------------------------------------------------------- Lead Debtor: Nature's Purest Spring Water, Inc. P.O. Box 499 Epworth, GA 30541 Bankruptcy Case No.: 13-21297 Chapter 11 Petition Date: May 6, 2013 Court: United States Bankruptcy Court Northern District of Georgia (Gainesville) Judge: Robert Brizendine Debtor's Counsel: James L. Paul, Esq. CHAMBERLAIN, HRDLICKA, WHITE ET AL 34th Floor 191 Peachtree Street NE Atlanta, GA 30303-1410 Tel: (404) 659-1410 Fax: (404) 659-1852 E-mail: james.paul@chamberlainlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 Affiliates that simultaneously filed separate Chapter 11 petition: Debtor Case No. ------ -------- Trilogy Enterprises 13-21299 dba Nature's Purest Spring Water, Inc. Assets: $1,000,001 to $10,000,000 Debts: $1,000,001 to $10,000,000 The petitions were signed by Robert Brian Patterson, president and chief executive officer. A. A copy of Nature's Purest Spring's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb13-21297.pdf B. A copy of Trilogy Enterprises' list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ganb13-21299.pdf NEPHROS INC: Incurs $2.7-Mil. Net Loss in First Quarter ------------------------------------------------------- Nephros, Inc., filed its quarterly report on Form 10-Q, reporting a $1.2 million on $521,000 of total net revenues for the three months ended March 31, 2013, compared with a net loss of $557,000 on $533,000 of total net revenues for the same period last year. The Company's balance sheet at March 31, 2013, showed $2.7 million in total assets, $4.4 million in total liabilities, and a shareholders' deficit of $1.7 million. A copy of the Form 10-Q is available at http://is.gd/8BrCWf River Edge, N.J.-based Nephros, Inc., is a commercial stage medical device company that develops and sells high performance liquid purification filters. Its filters, which it calls ultrafilters, are primarily used in dialysis centers and healthcare facilities for the production of ultrapure water and bicarbonate. * * * Rothstein Kass, in Roseland, New Jersey, expressed substantial doubt about Nephros, Inc.'s ability to continue as a going concern, following its audit of the Company's financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred negative cash flow from operations and net losses since inception. ORECK CORPORATION: Case Summary & 21 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Oreck Corporation 565 Marriott Dr., Suite 300 Nasvhille, TN 37214 Bankruptcy Case No.: 13-04006 Chapter 11 Petition Date: May 6, 2013 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Keith M. Lundin Debtor's Counsel: Alexandra E. Dugan, Esq. William L Norton, III, Esq. BRADLEY ARANT BOULT CUMMINGS, LLP 1600 Division Street, Suite 700 Nashville, TN 37203 Tel: (615) 252-4638 Fax: (615) 252-4705 E-mail: adugan@babc.com bnorton@babc.com Debtor's Claims Agent: BMC GROUP INC. Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by William T. Nolan, president/secretary. Debtor's List of 21 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ GSC Recovery III Executory Contract $643,539 Asset Trust c/o GSC Group 300 Campus Drive Suite 110 Florham Park, NJ 07932-1024 American Securities Executory Contract $546,255 Partners III LLP c/o American Securities Capital Partner, LLC 299 Park Ave., 34th Flr New York, NY 10171 GSC Recovery III Executory Contract $530,404 Parallel Fund Asset Trust c/o GSC Group 300 Campus Drive Suite 110 Florham Park, NJ 07932-1024 Microsoft Licensing, GP Executory Contract $185,801 Vogel, Scott Executory Contract $137,499 American Securities Executory Contract $64,195 Partners III (B) LP Amazon Media Group LLC Exeutory Contract $55,000 Fedex Freight East Trade $53,654 Dept CH ASP Oreck Holdco LLC Executory Contract $48,939 American Escrow & Trade $48,394 Closing Company USAA Equity Advisors, FBO Executory Contract $45,294 USF Holland Inc. Trade $40,774 Shi International Corp Executory Contract $31,797 David I Oreck Executory Contract $31,060 Woot Services Trade $28,980 AT&T Executory Contract $25,870 Modernistic Inc Trade $21,546 Demandware, Inc. Executory Contract $20,000 Catalyst Direct, Inc. Executory Contract $19,320 Jim Amos Director Fees $17,500 Mary George Director Fees $17,500 OTELCO INC: Has Authority to Hire Auditor, Tax Accountant --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Otelco Inc., et al., to employ BDO USA, LLP, and BDO Consulting Corporate Advisors, LLC, as their auditor and accountant, and Warren Averett, LLC, as tax accountants. About Otelco Inc. Otelco Inc., a wireline telecommunication services provider in Alabama, Maine, Massachusetts, Missouri, New Hampshire, Vermont and West Virginia, and 16 affiliates filed for Chapter 11 protection (Bankr. D. Del. Case No. 13-10593) on March 24, 2013. Otelco filed for chapter 11 in order to implement its "pre- packaged" financial restructuring plan -- a plan that already has been accepted by 100% of the Company's senior lenders, as well as holders of over 96% in dollar amount of Otelco's senior subordinated notes who cast ballots. Otelco's restructuring plan will strengthen the Company by deleveraging its balance sheet and reducing its overall indebtedness by approximately $135 million. Because of the overwhelming support Otelco's plan has received from both its secured and unsecured creditors (including holders of the Company's IDS units), Otelco anticipates that the Company will be able to complete its financial restructuring at the end of the second quarter of 2013. The Company's restructuring counsel is Willkie Farr & Gallagher LLP and its financial advisor is Evercore Partners. The restructuring counsel for the administrative agent for the senior lenders is King & Spalding LLP and its financial advisor is FTI Consulting. The bankruptcy judge signed a confirmation order May 5 approving Otelco's plan that exchanges $107.7 million in senior subordinated notes for 92.5 percent of the new equity. The disclosure statement explaining the plan includes a projection where the recovery on the subordinated notes will be 40.5 percent. The $162 million secured term loan will be modified by extending maturity from 2013 to 2016. When the plan becomes effective, the lenders will receive no less than $20 million cash and 7.5 percent of the equity. Unsecured creditors will be paid in full. The plan reduces debt by about $135 million to $135 million. General Electric Capital Corp. is agent for the senior lenders. OZBURN-HESSEY HOLDING: Moody's Rates Proposed $320MM Debt 'B3' -------------------------------------------------------------- Moody's Investors Service has assigned a B2 rating to Ozburn- Hessey Holding Company, LLC's proposed $50 million first lien senior secured revolving credit facility and $270 million term loan. Concurrently, all existing ratings were affirmed including its B3 Corporate Family Rating. The ratings outlook is stable. Proceeds from the issuance of the proposed $270 million senior secured term loan are expected to be used to repay outstanding borrowings under OHL's existing first and second lien credit facilities. The B2 rating on the proposed first lien debt is one notch above the B3 CFR reflecting the first lien pledge on substantially all assets and a senior position relative to the company's non-debt liabilities. The proposed transaction is expected to lower interest expense going forward, extend term loan maturities to 2019 and simplify the capital structure by eliminating its existing second lien debt from the capital structure. Preferred stock at the company's parent company, OHH Acquisition Corporation, will remain in place. Ratings assigned: Proposed $50 million senior secured revolving credit facility due 2018, B2 (LGD-3, 39%) Proposed $270 million senior secured term loan due 2019, B2 (LGD-3, 39%) Ratings affirmed: Corporate Family Rating, at B3 Probability of Default Rating, at B3-PD Existing $35 million first lien revolver due 2015, at Ba3 (LGD- 2, 22%)* Existing $275 million first lien term loan ($213 million outstanding) due 2016, at Ba3 (LGD-2, 22%)* Existing $75 million ($50 million outstanding) second lien term loan due 2016, at Caa1 (LGD-4, 58%)* Outlook, stable * Ratings will be withdrawn upon repayment of these facilities and closing of the proposed transaction. Assigned ratings are subject to Moody's review of final documentation following completion of the refinancing. Ratings Rationale: The affirmation of the B3 Corporate Family Rating reflects Moody's expectation that credit metrics will remain in line with the B3 rating category. The proposed transaction favorably reduces interest expense and extends debt maturities, thereby more comfortably positioning the company at the B3 rating category and moderately improving the company's adequate liquidity profile. OHL's B3 CFR continues to reflect its high leverage with debt/EBITDA at over 6.0 times (on a Moody's adjusted basis including operating leases) and moderate size in the highly fragmented, competitive and cyclical third party logistics sector. Although the company derives benefits from its asset-light business model and resulting ability to vary costs in line with changing demand, it is susceptible to pricing pressures from external third-party carriers in its transportation businesses. The rating is supported by an adequate liquidity profile characterized by a meaningful cash balance and anticipated breakeven to moderately positive free cash flow generation over the intermediate term combined with no meaningful near-term debt maturities and comfortable headroom under its proposed net leverage covenant. The rating also acknowledges the company's long operating history, diverse services offered and long-term relationships with a well-established high quality customer base. As the company's customer base is primarily comprised of companies in the retail, consumer and electronics end-markets, vulnerability to changes in demand due to changes in overall macroeconomic activity is also considered in the ratings. The stable outlook is supported by OHL's adequate liquidity profile and an expectation that credit metrics will remain in line with the B3 rating category as a result of operational improvements made since late 2011. Ratings could be downgraded if operating margins or liquidity deteriorates meaningfully from current levels. Credit metrics that would likely accompany the aforementioned include: debt/EBITDA above 6.5x and EBIT to interest well below 1.0x, on a sustained basis, accompanied by negative free cash flow generation. Positive ratings momentum could develop if the company demonstrates sustained revenue and operating income growth and increased cash flow from operations. A ratings upgrade would be considered if EBIT/interest improves to 1.5x and debt/EBITDA falls below 5.0x and are sustained at those levels. The principal methodology used in this rating was the Global Surface Transportation and Logistics Companies published in April 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Ozburn-Hessey Holding Company, LLC, headquartered in Nashville, TN, is a provider of third-party logistics and related services, including warehouse management, freight forwarding, and dedicated contract carriage. Ozburn-Hessey is a wholly-owned subsidiary of OHH Acquisition Corporation, which is controlled by private equity firm Welsh, Carson, Anderson & Stowe. Ozburn-Hessey's 2012 gross revenues approximated $1.2 billion. PEABODY ENERGY: Fitch Affirms 'BB+' Issuer Default Rating --------------------------------------------------------- Fitch Ratings has affirmed Peabody Energy Corporation's (Peabody, NYSE: BTU) Issuer Default Rating (IDR) at 'BB+'. The Rating Outlook has been revised to Negative from Stable. Ratings Drivers: Peabody has large, well diversified operations and good control of its low-cost production. It is the largest private sector coal company, globally, with 28 mining operations producing low-sulfur thermal coal from the Powder River Basin (PRB) and high heat thermal coal from the Illinois Basin (IB) as well as seaborne thermal and metallurgical coal in Australia. The company's U.S. operations account for roughly 20% of U.S. coal production. Proven and probable reserves are about 9 billion tons. Peabody is targeting 2013 U.S. volumes at 180 to 190 million tons with essentially all of those volumes committed and priced for 2013. Based on Projected 2013 production levels, 55-65% of 2014 U.S. volume is priced. Steam coal prices in the U.S. are currently weak and are expected to remain so at least through 2013. The metallurgical coal and steam coal markets in Asia are well supplied, dragging on prices. Metallurgical coal prices are likely to remain around current levels to flush excess supply out of the market which could stretch into 2014. Peabody's earnings are leveraged to metallurgical coal prices. The Australian segment comprises seaborne coking, PCI and steam coal sales. For the quarter ended March 31, 2013 the Australian segment's gross margin was $100.4 million on 8.3 million tons sold at an average realization of $89.30/ton compared with $295.6 million on 6.6 million tons sold at average realizations of $130.34/ton for the quarter ended March 31, 2012. Consolidated operating EBITDA for the quarter ended March 31, 2013 was $275 million compared with first quarter 2012 operating EBITDA of $514 million. The credit ratings also reflect high financial leverage following the acquisition of Macarthur Coal Limited in an all-cash transaction in the fourth quarter of 2011 offset by strong liquidity. Strong Liquidity Cash on hand was $630 million as of March 31, 2013 and availability under the company's $1.5 billion revolver was $1.4 billion after utilization for letters of credit at Dec. 31, 2012. Covenants under the bank facilities include an interest coverage minimum of 2.5 times (x) and a leverage maximum of 5.5x for 2013. Fitch anticipates that Peabody will operate within its covenants. Total debt with equity credit/operating EBITDA, was 3.9x for LTM March 31, 2013, which compares to Fitch's expectation that leverage remain below 3.5x on average. Free cash generation has been positive despite lower than anticipated earnings on capital discipline and cost reduction. Peabody has substantial legacy liabilities and adjusted leverage is about 4.6x. Capital expenditure guidance for 2013 is $450 million to $550 million. Interest is expected to be about $400 million for the year. Fitch expects 2013 EBITDA of at least $1.1 billion and neutral to slightly negative free cash flow. Fitch estimates scheduled maturities of debt over the next five years as of March 31, 2013 to be $39.6 million for the remainder of 2013, $61 million in 2014, $412 million in 2015, $1.5 billion in 2016, and $9.3 million in 2017. In April 2013, Peabody committed to voluntarily prepay $99.4 million of debt in the second quarter of 2013 with existing cash on hand. The Negative Outlook reflects the risk that Total Debt/EBITDA remains elevated for a prolonged period should the metallurgical coal market remain weak. Rating Sensitivities Negative: Future developments that may, individually or collectively, lead to negative rating action include: -- Expectation of sustained leverage above 4x; -- Constrained liquidity. Positive: Future developments that may lead to a positive rating action are not anticipated over the next 12 months but may include: -- Leverage sustainably below 2x. Fitch has affirmed Peabody's ratings as follows: -- IDR at 'BB+'; -- Senior unsecured notes at 'BB+'; -- Senior unsecured revolving credit and terms loan at 'BB+'; -- Convertible junior subordinated debentures due 2066 at 'BB-'. PHOENIX DEVELOPMENT: Case Summary & 4 Unsecured Creditors --------------------------------------------------------- Debtor: Phoenix Development and Land Investment, LLC 1020 Barber Creek Drive Suite 200 Watkinsville, GA 30677 Bankruptcy Case No.: 13-30596 Chapter 11 Petition Date: May 6, 2013 Court: United States Bankruptcy Court Middle District of Georgia (Athens) Debtor's Counsel: Ernest V. Harris, Esq. HARRIS & LIKEN, LLP P.O. Box 1586 Athens, GA 30603 Tel: (706) 613-1953 Fax: (706) 613-0053 E-mail: eharris@harrisliken.com Scheduled Assets: $31,700,000 Scheduled Liabilities: $4,308,141 The petition was signed by Conway Broun, manager. Debtor's List of four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Clarke County Tax 2010, 2011 and $108,141 Commissioner 2012 ad valorem 325 E. Washington St. tax Athens, GA 30601 Cotton Patch Partners $100,000 P.O. Box 637 Gainesville, GA 30503 Lewis Scruggs, Jr. $50,000 275 S. Church Street Athens, GA 30605 SM Sumter Screven, LLC $50,000 21 Battery Park, Ste. 202 Asheville, NC 28801 PUERTO DEL REY: Deal on Plan Confirmation Schedule Approved ----------------------------------------------------------- The Bankruptcy Court on April 26 approved an agreement between Puerto del Rey, Inc. and PBF-TEP Acquisitions, Inc., as purchaser, with respect to the schedule of the confirmation process on the Debtor's Chapter 11 Plan. The Court also authorized the Debtor and the purchaser to file term sheet under seal with the Court for in camera review. The Term Sheet generally contemplates, among other things, (i) the filing by the Debtor, jointly with the Lender and the Purchaser, of a fully consensual chapter 11 plan to be funded in cash by the Purchaser; (ii) the acquisition by the Purchaser of the Purchased Assets pursuant to the Plan; and (iii) the expeditious confirmation and consummation of the Plan within approximately 60 days from the date of the Term Sheet. The Term Sheet was filed in Court on April 18. The Confirmation Schedule set forth in the Term Sheet provides that the Term Sheet Parties and the Purchaser will use their reasonable best efforts to comply with these milestones: April 26 the Debtor will have filed the Plan; May 19 the Debtor will have filed with the Court all Definitive Documentation; May 26 the Debtor will have obtained entry of an order confirming the Plan; May 31 the Plan will have become effective in accordance with its terms. About Puerto del Rey Puerto del Rey, Inc., owner of the Puerto Del Rey Marina, filed a petition for Chapter 11 protection (Bankr. D.P.R. Case No. 12-10295) on Dec. 28, 2012, in Old San Juan, Puerto Rico, owing $43 million to secured lender First Bank Puerto Rico Inc. The 22-acre facility in Fajardo, Puerto Rico, has 918 wet slips and dry storage for 600 boats. Bankruptcy was designed to forestall creditors from attaching assets. The Debtor disclosed, in an amended schedules $99,946,188 in assets and $44,623,369 in liabilities. REGAL PROPERTY: Case Summary & 4 Unsecured Creditors ---------------------------------------------------- Debtor: Regal Property Holdings, Inc. 4750 N. Jensen Street Las Vegas, NV 89129-1606 Bankruptcy Case No.: 13-13969 Chapter 11 Petition Date: May 6, 2013 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Mike K. Nakagawa Debtor's Counsel: Samuel A. Schwartz, Esq. THE SCHWARTZ LAW FIRM, INC. 6623 Las Vegas Blvd. So., Ste 300 Las Vegas, NV 89119 Tel: (702) 385-5544 Fax: (702) 385-2741 E-mail: sam@schwartzlawyers.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its four largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/nvb13-13969.pdf The petition was signed by Richard N. Roberts, president. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Richard N. Roberts and 13-13968 05/06/13 Jane S. Roberts REVEL AC: Committee Taps Polsinelli as Bankruptcy Counsel --------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of Revel AC, Inc., et al., seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to retain Polsinelli PC as counsel. Polsinelli has advised the Creditors' Committee that the firm's hourly rates generally range from $250 to $500 per hour for shareholders, from $175 to $325 per hour for associates and senior counsel, and from $75 to $200 per hour for paraprofessionals. The primary attorneys and paralegals expected to represent the Creditors' Committee, and their hourly rates are: Christopher A. Ward, Esq. (shareholder) $500 per hour Jason Nagi, Esq. (shareholder) $390 per hour Jarrett Vine, Esq. (associate) $275 per hour Lindsey M. Suprum (paralegal) $195 per hour Christopher A. Ward, Esq., assures the Court that his 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. Polsinelli PC may be reached at: Jason A. Nagi, Esq. POLSINELLI PC 900 Third Avenue Suite 2100 New York, NY 10022 Tel: 212-684-0199 Fax: 212-684-0197 Email: jnagi@polsinelli.com -- and -- Christopher A. Ward, Esq. Jarrett Vine, Esq. POLSINELLI PC 222 Delaware Avenue, Suite 1101 Wilmington, DE 19801 Tel: 302-252-0920 Fax: 302-252-0921 Email: cward@polsinelli.com jvine@polsinelli.com About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc. along with four affiliates sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25, 2013, in Camden, New Jersey, with a prepackaged plan that reduces debt by $1.25 billion. Revel's legal advisor in connection with the restructuring is Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring advisor and Moelis & Company serves as its investment banker for the restructuring. Epiq Bankruptcy Solutions is the claims and notice agent. Already accepted by creditors, Revel's reorganization plan is designed to reduce debt for borrowed money by 82 percent, from $1.52 billion to $272 million. For a projected 19 percent recovery, holders of an $896 million secured term loan are to receive all the new equity. General unsecured creditors are to be paid in full. ROCHA DAIRY: Debtor, Creditor MLIC Back to Drawing Board -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Idaho, in an order dated April 15, denied: -- the objection filed by creditor MLIC Asset Holdings, Inc., to Rocha Dairy LLC's Fourth Amended Disclosure Statement; and -- confirmation of the Debtor's Corrected Fourth Amended Chapter 11 Plan. The Acting U.S. Trustee also has filed an objection to confirmation of the Fourth Amended Plan, stating that (i) the plan is not feasible and, if confirmed, would likely be followed by liquidation or the need for further financial reorganization; and (ii) the Debtor's financial performance, as reflected in the monthly operating reports, indicates that the Debtor does not have the ability to fund proposed payments under the plan. About Rocha Dairy Based in Wendell, Idaho, Rocha Dairy, LLC, aka Rocha Farms, filed for Chapter 11 bankruptcy (Bankr. D. Idaho Case No. Case No. 11-40836) on May 25, 2011. Judge Jim D. Pappas presides over the case. Lawyers at Robinson, Anthon & Tribe serve as bankruptcy counsel to the Debtor. In its petition, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in debts. The petition was signed by Elcidio Rocha, member. ROTECH HEALTHCARE: Equity Committee Taps Baker as Counsel --------------------------------------------------------- The Official Committee of Equity Security Holders appointed in the Chapter 11 cases of Rotech Healthcare Inc., et al., seeks authority from the U.S. Bankruptcy Court for the District of Delaware to retain Baker & McKenzie LLP as counsel, to be paid the following hourly rates: Position Hourly Rate -------- ----------- Partners $500 - $1,000 Of Counsel $400 - $700 Associates $295 - $600 Paraprofessionals $100 - $300 Carmen H. Lonstein, Esq., assures the Court that her 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 Committee. A hearing on the retention application will be held on June 13, 2013, at 11:00 a.m. (EST). Objections are due May 14. About Rotech Healthcare Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI) -- http://www.rotech.com/-- provides home medical equipment and related products and services in the United States, with a comprehensive offering of respiratory therapy and durable home medical equipment and related services. The company provides equipment and services in 48 states through approximately 500 operating centers located primarily in non-urban markets. The Company reported a net loss of $14.76 million in 2011, a net loss of $4.20 million in 2010, and a net loss of $21.08 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $255.76 million in total assets, $601.98 million in total liabilities, and a $346.22 million total stockholders' deficiency. On April 8, 2013, Rotech Healthcare and 114 subsidiary companies filed petitions seeking relief under chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre- arranged plan negotiated with secured lenders. Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP is the special healthcare regulatory counsel; Barclays Capital Inc. is the financial advisor; Alix Partners, LLP is the restructuring advisor; and Epiq Bankruptcy Solutions LLC is the claims agent. Prepetition term loan lender and DIP lender Silver Point Capital and other consenting noteholders are represented by Wachtell, Lipton, Rosen & Katz, and Richards Layton & Finger PA. The U.S. Trustee at the end of April appointed an official committee of equity holders. Members include Alden Global Recovery Master Fund LP, Varana Capital Master LP, Wynnefield Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and Kenneth S. Grossman P.C. Pension Plan. A hearing is scheduled for May 16 on approval of disclosure materials explaining the plan. The plan is supported by holders of a majority of the first- and second-lien secured notes. The $290 million in 10.5 percent second-lien notes are to be exchanged for the new equity. Trade suppliers are to be paid in full, if they agree to continue providing credit. The existing $23.5 million term loan would be paid in full, and the $230 million in 10.75 percent first-lien notes will be amended. ROTECH HEALTHCARE: Creditors' Committee Taps Otterbourg as Counsel ------------------------------------------------------------------ The Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of Rotech Healthcare Inc., et al., seeks authority from the U.S. Bankruptcy Court for the District of Delaware to retain Otterbourg, Steindler, Houston & Rosen, P.C., as counsel, to be paid the following hourly rates: Partner/Counsel $550-$940 Associate $265-$645 Paralegal $235-$250 Scott L. Hazan, Esq., assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent interests adverse to the Committee's. A hearing on the retention application will be held on June 13, 2013, at 11:00 a.m. (prevailing Eastern time). Objections are due May 16. About Rotech Healthcare Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI) -- http://www.rotech.com/-- provides home medical equipment and related products and services in the United States, with a comprehensive offering of respiratory therapy and durable home medical equipment and related services. The company provides equipment and services in 48 states through approximately 500 operating centers located primarily in non-urban markets. The Company reported a net loss of $14.76 million in 2011, a net loss of $4.20 million in 2010, and a net loss of $21.08 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $255.76 million in total assets, $601.98 million in total liabilities, and a $346.22 million total stockholders' deficiency. On April 8, 2013, Rotech Healthcare and 114 subsidiary companies filed petitions seeking relief under chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre- arranged plan negotiated with secured lenders. Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP is the special healthcare regulatory counsel; Barclays Capital Inc. is the financial advisor; Alix Partners, LLP is the restructuring advisor; and Epiq Bankruptcy Solutions LLC is the claims agent. Prepetition term loan lender and DIP lender Silver Point Capital and other consenting noteholders are represented by Wachtell, Lipton, Rosen & Katz, and Richards Layton & Finger PA. The U.S. Trustee at the end of April appointed an official committee of equity holders. Members include Alden Global Recovery Master Fund LP, Varana Capital Master LP, Wynnefield Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and Kenneth S. Grossman P.C. Pension Plan. A hearing is scheduled for May 16 on approval of disclosure materials explaining the plan. The plan is supported by holders of a majority of the first- and second-lien secured notes. The $290 million in 10.5 percent second-lien notes are to be exchanged for the new equity. Trade suppliers are to be paid in full, if they agree to continue providing credit. The existing $23.5 million term loan would be paid in full, and the $230 million in 10.75 percent first-lien notes will be amended. ROCKWELL MEDICAL: Incurs $15.4-Mil. Net Loss in Q1 2013 ------------------------------------------------------- Rockwell Medical, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $15.4 million on $12.3 million of sales for the three months ended March 31, 2013, compared with a net loss of $10.6 million on $12.0 million of sales for the same period last year. The Company's balance sheet at March 31, 2013, showed $18.0 million in total assets, $28.5 million in total current liabilities, and a stockholders' deficit of $10.5 million. A copy of the Form 10-Q is available at http://is.gd/7JQlkp Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom, Michigan, is a fully-integrated biopharmaceutical company targeting end-stage renal disease ("ESRD") and chronic kidney disease ("CKD") with innovative products and services for the treatment of iron deficiency, secondary hyperparathyroidism and hemodialysis (also referred to as "HD" or "dialysis"). Rockwell's lead investigational drug is in late stage clinical development for iron therapy treatment in CKD-HD patients. It is called Soluble Ferric Pyrophosphate ("SFP"). SFP delivers iron to the bone marrow in a non-invasive, physiologic manner to hemodialysis patients via dialysate during their regular dialysis treatment. * * * As reported in the TCR on March 22, 2013, Plante & Moran, PLLC, in Clinton Township, Michigan, expressed substantial doubt about Rockwell Medical's ability to continue as a going concern, citing the Company's recurring losses from operations, negative working capital, and insufficient liquidity. RSI GROUP: Case Summary & 6 Largest Unsecured Creditors ------------------------------------------------------- Debtor: RSI Group, LLC 12330 Santa Monica Blvd. Los Angeles, CA 90025 Bankruptcy Case No.: 13-21902 Chapter 11 Petition Date: May 6, 2013 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Sandra R. Klein Debtor's Counsel: Michael S. Kogan, Esq. KOGAN LAW FIRM APC 1901 Avenue of the Stars Ste 1050 Los Angeles, CA 90067 Tel: (310) 432-2310 E-mail: mkogan@koganlawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its six largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/cacb13-21902.pdf The petition was signed by Robert Senehi, managing member. SAN JUAN CABLE: Moody's Eyes Downgrades After Technical Default --------------------------------------------------------------- Moody's Investors Service placed all ratings for San Juan Cable LLC (OneLink), including its B2 corporate family rating, under review for downgrade. Liberty Global, Inc. (LGI), the 60% owner of OneLink, discovered following the merger of OneLink and Liberty Cablevision of Puerto Rico LLC (LCPR) that materially misstated financial information was provided to lenders relating to financial periods prior to the merger, constituting a technical default under the credit agreement. As such, lenders could demand repayment of debt, which consists of approximately $510 million of first lien term loan and $145 million of second lien term loan. The company does not expect correction of the misstatements to result in a financial covenant default and is seeking a waiver of the technical default from bank lenders. San Juan Cable, LLC Probability of Default Rating, Placed on Review for Downgrade, currently B2-PD Corporate Family Rating, Placed on Review for Downgrade, currently B2 Senior Secured First Lien Bank Credit Facility, Placed on Review for Downgrade, currently B1 Senior Secured Second Lien Bank Credit Facility, Placed on Review for Downgrade, currently Caa1 Outlook, Changed To Rating under Review from Stable Ratings Rationale: Moody's review will focus on whether the company will be able to obtain the aforementioned waivers from its lenders and file audited statements within a reasonable period. Moreover, Moody's will ascertain whether any restatement will materially impact the credit metric assumptions underpinning the assigned ratings. If the company successfully executes the waiver and Moody's believes the misstatements do not materially impact Moody's original expectations for the credit profile of the combined entity, Moody's would likely confirm the B2 corporate family rating. In November 2012, Searchlight Capital Partners (Searchlight) acquired San Juan Cable Holdings, LLC (OneLink) from its existing owners (MidOcean Partners and Crestview Partners) with an all cash, all common, equity contribution. Liberty Global, Inc. (LGI), the parent of Liberty Cablevision of Puerto Rico, LLC (LCPR) simultaneously merged LCPR into OneLink, with LGI retaining control through its 60% ownership and Searchlight owning the remaining 40%. The combined entity, 60% owned by LGI and 40% by Searchlight, passes approximately 700,000 homes in Puerto Rico and has annual revenue of about $300 million. The principal methodology used in this rating was the Global Pay Television-Cable and Direct-to-Home Satellite Operators Methodology published in April 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. SATISFACTION ENTERPRISES: Case Summary & 9 Unsecured Creditors -------------------------------------------------------------- Debtor: Satisfaction Enterprises, Inc. 107-29 78 Street Ozone Park, NY 11417 Bankruptcy Case No.: 13-42772 Chapter 11 Petition Date: May 6, 2013 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Nancy Hershey Lord Debtor's Counsel: Bruce Feinstein, Esq. LAW OFFICES OF BRUCE FEINSTEIN 86-66 110 Street Richmond Hill, NY 11418 Tel: (718) 570-8100 E-mail: brucefeinsteinesq@gmail.com Scheduled Assets: $1,105,100 Scheduled Liabilities: $405,697 A copy of the Company's list of its nine largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/nyeb13-42772.pdf The petition was signed by Nazim Ramdin, president. SCHOOL SPECIALTY: Shareholders Want Equity Committee Appointed -------------------------------------------------------------- Certain shareholders filed letters with the U.S. Bankruptcy Court for the District of Delaware asking Judge Carey to appoint an official committee of equity shareholders in the Chapter 11 cases of School Specialty Inc., et al. A hearing on their requests will be held on May 20, 2013, at 1:30 p.m. (ET). Objections are due May 13. About School Specialty Based in Greenville, Wisconsin, School Specialty is a supplier of educational products for kindergarten through 12th grade. Revenue in 2012 was $731.9 million through sales to 70% of the country's 130,000 schools. School Specialty and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead Case No. 13-10125) on Jan. 28, 2013. The petition estimated assets of $494.5 million and debt of $394.6 million. The Debtors are represented by lawyers at Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP. Alvarez & Marsal North America LLC is the restructuring advisor and Perella Weinberg Partners LP is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. The ABL Lenders are represented by lawyers at Goldberg Kohn and Richards, Layton and Finger, P.A. The Ad Hoc DIP Lenders led by U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan LLP, and Duane Morris LLP. The lending consortium consists of some of the holders of School Specialty Inc.'s 3.75% Convertible Subordinated Notes Due 2026. The Official Committee of Unsecured Creditors appointed in the case is represented by lawyers at Brown Rudnick LLP and Venable LLP. Bayside is represented by Pepper Hamilton LLP and Akin Gump Strauss Hauer & Feld LLP. School Specialty in April 2013 decided to reorganize rather than sell. The company filed a so-called dual track plan that called for selling the business at auction on May 8 or reorganizing while giving stock to lenders and unsecured creditors. The company later served a notice that the auction was canceled and the plan would proceed by swapping debt for stock to be owned by lenders, noteholders, and unsecured creditors. SCC KYLE: Files Non-Material Modifications to Reorganization Plan ----------------------------------------------------------------- SCC Kyle Partners, Ltd., filed April 25, a Second Amended Second Modification to its Proposed Amended Plan of Reorganization. According to the Debtor, the Modifications are not "material" requiring re-solicitation. Sec. 4.1.2 Class II - Priority Tax Claims. Notwithstanding anything to the contrary contained within the Plan or approved Disclosure Statement, the Priority/Secured Tax Claims owing to Hays County and Hays CISD (Taxing Entities) shall be paid by the Debtor, pursuant to the provisions of 11 USC Sec. 1129 (a) (9) (C), in equal monthly installments, commencing thirty days from the Plan's Effective Date and ending sixty (60) months from the petition date. The Claims shall bear interest at the statutory rate of 12% per annum from the date of filing of this case until said taxes are paid in full. In the event that any tract(s) which is secured by the Secured Tax Claims is sold during the term of the Plan, the unpaid taxes secured by the tract(s) shall be paid in full upon the sale of the property. The 2013 ad valorem taxes owing to the Taxing Entities shall be paid in the ordinary course of business and Taxing Entities shall not be required to file a request for allowance and payment of its claim. Taxing Entities shall retain all liens until such taxes are paid in full. Default shall occur if one monthly installment due to Taxing Entities under the confirmed Plan is not paid by Debtor or if post-confirmation taxes (including the 2013 taxes) are not paid timely pursuant to state law. In the event of default, Taxing Entities or either of them shall send written notice of default to Debtor's attorney and Debtor. If the default is not cured within twenty (20) days after notice of the default is mailed, Taxing Entities may proceed with state law remedies for collection of all amounts due under state law pursuant to the Texas Property Tax Code. The Debtor has the opportunity to cure two (2) times over the life of the Plan. In the event of a third default, Taxing Entities may proceed with the state law remedies for collection of all amounts due under state law pursuant to the Texas Property Tax Code. Sec. 4.1.3 Class III - Secured Claim of Lender. The secured claim of the Lender group will be paid over 5 years from the Effective Date from cash proceeds on hand at the time of confirmation and ongoing sales of the remaining Property and future tax incentive revenues, with interest-only payments to be made monthly beginning on the 15th day after the Effective Date at 4% per annum, or such other rate as is determined by the Court not to exceed 8%. All remaining principal, interest and costs will be due and payable on the 15th day of the 60th month from the Effective Date. Lender will retain its liens on the collateral currently pledged to Lender, though Debtor shall be permitted to use the proceeds from sales tax incentive payments and existing cash to make the payments for allowed administrative claims, priority tax claims and unsecured creditors. This Class is impaired. Debtor shall be entitled to close any sale and the Lender shall be required to release its lien on any property for which the gross sale price is at least 85% of the appraised value of the tract, based on the market/retail appraised value from the April 4, 2013 Aegis appraisal, as set forth in Exhibit "A" hereto. Lender will receive the net proceeds after payment of customary closing costs (including broker's fees, title insurance fees, and other typical closing costs) and taxes attributable to the tract, and less any amounts necessary for funding a one-year rolling reserve for taxes, insurance and interest, and operating expenses (bookkeeping/accounting, and landscaping/ maintenance not to exceed $1000 per month). The rolling reserve will be calculated based on the estimates, as of the date of the closing of a sale, for payment of one-year's interest on the then-existing amount of the Lender's Allowed Claim at the rate determined by the Court, ad valorem taxes [based upon the amount assessed for the year by the applicable taxing authorities] and insurance, and operating expenses (with such operating expenses not to exceed $1000 per month). The reserve account will be held at Whitney Bank and Lender shall maintain a lien on the account. Interest will be paid monthly, and taxes and insurance when due. Debtor shall also be entitled to utilize its cash on hand and, if available, from Sales Tax Incentive payments, as of the Effective Date to pay administrative claims or any of the items covered by the reserve funds or payments to unsecured creditors or tax authorities. With respect to the pending sale to Avail, Debtor will remit the sale proceeds (net of closing costs, taxes and commissions) to Lender, provided, however, that a portion of the proceeds paid shall be credited as pre-paid interest n (at the rate determined by the Court) for the period May 1, 2013, through Dec. 31, 2013, with the balance to be applied as principal reduction. To the extent that the Court does not allow the proceeds of the Avail sale to be applied as pre-paid interest, as provided herein, interest will accrue at the rate determined by the Court until the next sale, at which time the accrued interest will be paid. Such payment shall occur on or before Dec. 31, 2013. In the event of a default under these provisions, Debtor shall be entitled to five (5) days' written notice and opportunity to cure, after which Lender shall be entitled to pursue its available remedies. Debtor shall be entitled to three (3) such notices and opportunities to cure, after which Lender shall be entitled to pursue its available remedies. A copy of the Second Amended Second Modification to the Debtor's Proposed Amended Plan of Reorganization is available at: http://bankrupt.com/misc/scckyle.doc107.pdf On April 8, 2013, the Debtor filed a Second Modification to its Proposed Amended Plan of Reorganization, a copy of which is available at http://bankrupt.com/misc/scckyle.doc100.pdf On April 3, 2013, the Debtor filed a First Modification to its Proposed Amended Plan of Reorganization, a copy of which is available at http://bankrupt.com/misc/scckyle.doc98.pdf Amended Plan of Reorganization Dated Jan. 21, 2013 According to the Amended Disclosure Statement for Debtor's Amended Plan of Reorganization dated Jan. 21, 2013, all cash necessary for the Reorganized Debtor to make payments pursuant to the Plan will be obtained from the net proceeds of sales of the Remaining Property, projected to be well in excess of the secured debt, and receipts from the Incentive Agreements. A full-text copy of the approved Disclosure Statement, dated Feb. 21, 2013, is available for free at: http://bankrupt.com/misc/SCCds0121.pdf About SCC Kyle Austin, Tex.-based SCC Kyle Partners, Ltd., filed for Chapter 11 (Bankr. W.D. Tex. Case No. 12-11978) on Aug. 31, 2012. Judge H. Christopher Mott presides over the case. Eric J. Taube, Esq., at Hohmann, Taube & Summers, LLC, in Austin, Tex., represents the Debtor as counsel. In its petition, the Debtor disclosed assets of between $10,000,000 and $50,000,000, and debts of $10,000,000 and $50,000,000. The petition was signed by Scott A. Deskins, president of SCC Kyle Partners, GP, LLC, general partner. SCC KYLE: Court Orders Plan Mediation by May 15 ----------------------------------------------- On April 4 and 16, 2013, the U.S. Bankruptcy Court for the Western District of Texas conducted a contested hearing on confirmation of an Amended Plan of Reorganization, as modified, filed by SCC Kyle Partners, Ltd., and the objections to the Plan filed by Whitney Bank, individually and as agent for American Bank N.A., Capital One N.A., and Trustmark National Bank. Respective counsel for the Debtor, Whitney Bank, and Kyle Investment Group LLC ("Limited Partners") and witnesses appeared at the hearing. To further an expeditious and economical resolution of the Debtor's bankruptcy case under 11 U.S.C. Sec. 105, the Court ordered that: 1. By May 15, 2013, the Debtor, Whitney Bank, and each of the Lenders (unless the Lenders have granted sufficient settlement authority to Whitney Bank as Agent) are ordered to attend and participate in a mediation of the Plan and their disputes with an independent mediator. The Debtor, Whitney Bank, and each of the Lenders (unless they have granted sufficient settlement authority to Whitney Bank as Agent), will have a client representative present at the mediation that has authority to resolve the disputes. The Limited Partners may attend such mediation. 2. The Debtor and Whitney Bank will agree on selection of an independent mediator; if they cannot agree, the Court will appoint an independent mediator at the request of either the Debtor or Whitney Bank. Given the nature of the issues in controversy, the Court strongly recommends that the parties select a retired or former bankruptcy judge of their choice to act as an independent mediator. 3. The cost of such mediation will be borne equally by the Debtor and Whitney Bank, and the payment of such cost by the bankruptcy estate of the Debtor is approved. 4. By May 17, 2013, the Debtor and Whitney Bank will file a short Report with the Court advising whether or not the mediation was successful and whether or not they believe a Plan status conference should be set in this bankruptcy case. About SCC Kyle Austin, Tex.-based SCC Kyle Partners, Ltd., filed for Chapter 11 (Bankr. W.D. Tex. Case No. 12-11978) on Aug. 31, 2012. Judge H. Christopher Mott presides over the case. Eric J. Taube, Esq., at Hohmann, Taube & Summers, LLC, in Austin, Tex., represents the Debtor as counsel. In its petition, the Debtor disclosed assets of between $10,000,000 and $50,000,000, and debts of $10,000,000 and $50,000,000. The petition was signed by Scott A. Deskins, president of SCC Kyle Partners, GP, LLC, general partner. SQUIRE CORRUGATED: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Squire Corrugated Container Corp. 111 Somogyi Court South Plainfield, NJ 07080 Bankruptcy Case No.: 13-19920 Chapter 11 Petition Date: May 7, 2013 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Raymond T. Lyons Jr. Debtor's Counsel: Daniel Stolz, Esq. WASSERMAN, JURISTA & STOLZ 225 Millburn Ave., Suite 207 P.O. Box 1029 Millburn, NJ 07041-1712 Tel: (973) 467-2700 E-mail: dstolz@wjslaw.com Scheduled Assets: $3,910,643 Scheduled Liabilities: $6,873,509 A copy of the Company's list of its 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/njb13-19920.pdf The petition was signed by James Beneroff, president. SUGARHOUSE HSP: S&P Assigns 'CCC' Rating to $235MM 2nd-Lien Notes ----------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B-' corporate credit rating on Philadelphia-based casino operator Sugarhouse HSP Gaming Prop. Mezz. L.P. (HSP). The outlook is positive. At the same time, S&P assigned the company's proposed $235 million second-lien notes due 2021 an issue-level rating of 'CCC', with a recovery rating of '6', indicating its expectation for negligible (0% to 10%) recovery for lenders in the event of a payment default. In addition to refinancing the existing second-lien notes, Sugarhouse is replacing its $10 million first-lien revolver with a new $175 million first-lien revolver, which will fund the construction costs of the planned casino expansion. The increase in the first-lien revolver results in a significantly greater amount of priority debt at the time of S&P's simulated default scenario, thus lowering the recovery prospects for the second-lien noteholders. HSP plans to use the proceeds of the proposed notes and the new revolver to refinance its existing 8.625% senior secured notes due 2016, fund an expansion at the property, redeem $65 million in senior preferred equity held at HSP's parent, and to pay for fees and expenses. The rating reflects S&P's assessment of Sugarhouse HSP Gaming Prop. Mezz. L.P.'s financial risk profile as "highly leveraged" and its assessment of the company's business risk profile as "weak," according to its criteria. SUGARHOUSE HSP: New $235MM Senior Notes Get Moody's 'B3' Rating --------------------------------------------------------------- Moody's Investor's Service assigned a B3 rating to Sugarhouse HSP Gaming Prop. Mezz, LP's proposed $235 million 2nd priority senior secured notes due 2021. Sugarhouse HSP Gaming Finance Corp. is a co-issuer of the notes. Moody's also affirmed the company's B2 Corporate Family Rating and B2-PD Probability of Default Rating. The ratings outlook remains stable. Proceeds from the proposed notes and partial drawings under a new $175 million 1st priority senior secured revolving credit facility due 2018 (unrated) will be used to refinance the existing 8.625% senior notes due 2016 and to redeem a portion of the senior preferred interests. The company plans to use remaining capacity under the revolving credit facility and free cash flow to fund an expansion of the casino to accommodate additional slot machines and table games, a poker room, a food court, a high-end restaurant, event space, and a parking garage. Sugarhouse expects to begin construction in March 2014 and to complete it by June 2015. The total development budget is $155 million, plus an estimated $12 million that the city of Philadelphia will reimburse over a five year period. The project is subject to some uncertainty as Sugarhouse has yet to enter into a construction contract or secure all the necessary permits for construction, including approval from the Pennsylvania Gaming Control Board. Moody's will monitor developments and reassess the ratings to the extent cost and/or timing assumptions around the project change. The financing will stress credit metrics during the construction and ramp-up phase. At transaction closing, Moody's estimates debt to EBITDA will be 5.5 times (including Moody's adjustments and 75% equity credit to the senior and junior preferred equity). At completion of the expansion when revolving credit facility borrowings peak, Moody's expects leverage to climb to the 6.5 to 7.0 times range, which is weak for the ratings category. At full ramp, however, Moody's expects Sugarhouse's run-rate EBITDA to exceed $75 million versus a current level of approximately $65 million, implying a debt to EBITDA of approximately 6.0 times. Notwithstanding these concerns, the expansion should enhance Sugarhouse's competitive position by improving product quality and amenities. Moreover, Sugarhouse's favorable location combined with modest growth in the Philadelphia gaming market should support a successful ramp-up of the expansion in terms of revenue and profitability. Rating assigned: Proposed $235 million 2nd priority senior secured notes due 2021 at B3 (LGD5, 75%) Ratings affirmed: Corporate Family Rating at B2 Probability of Default Rating at B2-PD Rating to be withdrawn: $211 million secured notes due 2016 at B2 (LGD4, 55%) Ratings Rationale: Sugarhouse's B2 CFR reflects the company's small revenue base, single asset profile, direct competition from three casinos that are within 25 miles driving distance from the property and from Atlantic City, and the potential for a second third-party casino in Philadelphia longer-term. Gaming trends have been soft year-to- date, owing to the weak macroeconomic environment and an additional calendar quarter of competition from Valley Forge. The rating is supported by Sugarhouse's good pro forma coverage with expected EBITDA less maintenance capex to cash interest in the range of 2.5 to 3.0 times over the next 12 to 18 months, its competitive position as the only casino in Philadelphia, the favorable population density and demographics of the city, and solid operating results in 2012. The stable rating outlook reflects Moody's expectation that the Philadelphia gaming market will grow modestly and that Sugarhouse will maintain or increase its share such that it sustains its run- rate revenue and EBITDA near-term. The stable outlook also reflects Moody's expectation that the company will obtain all the necessary construction approvals and secure a construction contract with guaranteed maximum price and a contingency. Finally, the outlook reflects expectations that project costs will be consistent with the aforementioned amounts, the expansion will proceed according to schedule, and that the company will maintain an adequate liquidity profile over the course of the construction period. Moody's could downgrade the ratings if the project experiences significant cost over-runs or construction delays for any reason. Beyond the construction period, the ratings could be downgraded if it appears the casino is not ramping to expectations. To the extent revolving credit facility draws exceed expectations, this could also create ratings pressure. Exclusive of the expansion, Moody's could downgrade Sugarhouse's ratings if win per unit statistics for slots and table games and monthly gaming revenues (as reported by the PGCB) exhibit a sustained material decline and/or increased competition leads to margin pressure. Ratings improvement is unlikely at this time given the increased leverage associated with the expansion. Longer-term, Moody's could upgrade the ratings if the expansion successfully ramps-up and Sugarhouse continues to maintain solid EBITDA margins and win per unit levels such that debt to EBITDA falls to or below 4.0 times. Geographic diversification would also support positive ratings momentum. The principal methodology used in this rating was the Global Gaming published in December 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Sugarhouse HSP Gaming Prop. Mezz, LP owns the Sugarhouse Casino located in Philadelphia, PA on the Delaware River waterfront. The company is majority-owned and controlled by Neil Bluhm, his family, and Greg Carlin. Sugarhouse generates net revenue of about $280 million. SUGARLEAF TIMBER: Plan Confirmation Hearing Continued to July 15 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida continued until July 15, 2013, at 10 a.m., the hearing to consider confirmation of Sugarleaf Timber LLC's Amended Chapter 11 Plan dated March 1, 2013. A plan hearing was earlier scheduled for April 18. Sugarleaf submitted to the Court a Second Amended and Restated Modification to Amended Plan of Reorganization dated Oct. 31, 2011. The Debtor stated that in the Amendment dated March 1, 2013, only Article V, paragraphs 5.01 and 5.04 of its First Amended Plan will be modified. The Amendment provides for, among other things: 1. the Debtor will tender to Farm Credit (a) a special warranty deed, together with such additional papers and instruments as may be reasonably required for title insurance purposes, transferring all of the Debtor's interest, and (b) all of the Debtor's cash to EGEnergy Resources of NE Florida, LLC; 2. all general unsecured claims not entitled to priority under Section 507 of the Bankruptcy Code and for which the Allowed Claim amount exceeds $300 will received a pro rata share of $10,000. A copy of the Amendment is available for free at http://bankrupt.com/misc/SUGARLEAF_TIMBER_2plan.pdf About Sugarleaf Timber Sugarleaf Timber, LLC, in Jacksonville, Florida, is in the business of purchasing, developing, and reselling real property in Northeast Florida. The Company filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011. Chief Bankruptcy Judge Paul M. Glenn presides over the case. Robert D. Wilcox, Esq., at Brennan, Manna & Diamond, P.L., in Jacksonville, Fla., serves as the Debtor's bankruptcy counsel. In its schedules, the Debtor disclosed assets of $31,016,486 and liabilities of $26,781,079. The petition was signed by Victoria D. Towers, manager of Diversified Investments of Jacksonville LLC, which serves as manager to the Debtor. The Debtor's plan that was filed in October 2011 provides for the delivery of a portion of the Debtor's properties which are subject to Farm Credit's liens, which delivery the Debtor asserts will provide the "indubitable equivalent" of Farm Credit's secured claim. Management of the reorganized Debtor will remain the same after the bankruptcy exit. Counsel for Farm Credit has opposed the Plan, citing that the Plan is a partial "dirt for debt" plan seeking to force Farm Credit to receive a portion of its real property in full satisfaction of approximately $27,400,000 in secured claims while the Debtor retains approximately 622 acres of real property collateral which Farm Credit is forced to release under the Plan. An Official Committee of Unsecured Creditors has not been appointed. Additionally, no trustee or examiner has been appointed. SUNSHINE HOTELS: Joint Hearing on Disclosure Statements on June 19 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Arizona will hold a joint hearing on the Disclosure Statements filed by Sunshine Hotels, LLC, and Sunshine Hotels II, LLC, in support of their separately filed Plans of Reorganization on June 19, 2013, at 2:15 p.m. Written objections to the Disclosure Statements are due by June 3, 2013. The Plans will be funded from the respective Debtors' ongoing business operations. After the Effective Date, the management of the Debtors will continue to be provided by Advance Management & Investment, LLC. Sunshine Hotels Plan S2 Hospitality, LLC, will have an Allowed Secured Claim in an amount equal to S2 Hospitality's interest in the S2 Hospitality collateral. The value of the S2 Hospitality collateral will be determined by the Court at the Confirmation Hearing. S2 Hospitality may elect Option 1 or Option 2: Under Option 1, S2 Hospitality will retain all monthly interest only payments made by the Debtor post-petition and prior to the Effective Date which will be applied to reduce S2 Hospitality's Allowed Secured Claim. The remainder of S2 Hospitality's Allowed Claim will accrue interest from and after the Effective Date at the rate of 4.25% per annum (or such other rate as the Court determines is a market rate of interest), and will be paid through monthly payments of principal and interest based on a 25 year amortization schedule and a final balloon payment of all remaining principal and interest paid no later than the seventh anniversary of the Effective Date. Under Option 2, S2 Hospitality will retain all monthly interest only payments made by the Debtor post-petition and prior to the Effective Date. The Allowed Secured Claims will be satisfied at a discounted payoff in a lump sum equal to seventy-five percent (75%) of the Allowed Claim payable within one-hundred and twenty (120) days of the Effective Date. Allowed Unsecured Claims against Sunshine other than Priority Claims will accrue interest from and after the Effective Date at the rate of 2% per annum (or such other rate as the Court may determine, if any, is required by the Code). Interest will not compound (simple interest) and will be paid with the annual payments. Holders of Allowed Unsecured Claims against Sunshine will be paid beginning on the first anniversary of the Effective Date, and continuing on the anniversary date each succeeding year until paid in full. All Allowed Unsecured Claims against Sunshine will be paid in full on or before the second anniversary of the Effective Date. A copy of Sunshine Hotels, LLC's Disclosure Statement is available at http://bankrupt.com/misc/sunshinehotels.doc66.pdf Sunshine Hotels II Plan S2 Hospitality will have an Allowed Secured Claim in an amount equal to S2 Hospitality's interest in the S2 Hospitality collateral. The value of the S2 Hospitality collateral will be determined by the Court at the Confirmation Hearing. The treatment of S2 Hospitality's Allowed Claim against Sunshine II is the same as that described above for S2 Hospitality' Allowed Claim against Sunshine Hotels, LLC. The treatment of Allowed Unsecured Claims other than Priority Claims against Sunshine II is the same as that described above for Allowed Unsecured Claims other than Priority Claims against Sunshine Hotels, LLC. The payment of the Allowed Class 4 Unsecured Claim held by Sunshine against Sunshine II in the amount of $180,000 will be subordinate to the payment of all other Allowed Claims against the Debtors. Sunshine will be paid once all other Allowed Claims against the Sunshine II have been paid in full. Sunshine will be paid in full no later than two years after all other Allowed Claims are paid in full. The Allowed Unsecured Claim held by Sunshine will accrue interest from and after the Effective Date at the rate of 2% per annum. Interest will not compound (simple interest) and will be paid with the annual payments. A copy of Sunshine Hotels II, LLC's Disclosure Statement is available at http://bankrupt.com/misc/sunshinehotelsii.doc68.pdf About Sunshine Hotels Sunshine Hotels, LLC and Sunshine Hotels II, LLC sought Chapter 11 protection (Bankr. D. Ariz. Case Nos. 13-01560 and 13-01561) on Feb. 4, 2013, in Yuma Arizona. The Debtors' cases are jointly administered under Case No. 13-01560. Sunshine Hotels owns SpringHill Suites by Marriott hotel, a three- story building with 63 suites with indoor pool, spa, meeting room and fitness room on a 2.26-acre property in Hisperia, California. The property is valued at $9.20 million and secures a $5.72 million debt. Sunshine Hotels II owns the Courtyard by Marriott hotel, which has a four-story building with 131 rooms and 4 suites with restaurant and bar, indoor pool, conference center on a 2.74-acre property in Hisperia, California. The property is valued at $20.4 million and secures a $13 million debt. John R. Clemency, Esq., and Craig S. Ganz, Esq., at Gallagher & Kennedy, P.A., in Phoenix, Ariz., represent the Debtors as counsel TARGA RESOURCES: Moody's Rates Proposed $625MM Sr. Notes 'Ba3' -------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Targa Resources Partners LP's (TRP) proposed $625 million senior unsecured notes due 2023. The bonds were co-issued by Targa Resources Partners Finance Corporation. TRP's other ratings remain unchanged and the outlook remains stable. Net proceeds from the senior notes offering will be used to reduce approximately $565 million outstanding balance under the partnership's $1.2 billion senior secured revolving credit facility, and for general partnership purposes. After applying the proceeds, TRP is expected to have approximately $1.1 billion of revolver availability. Issuer: Targa Resources Partners LP Assignments: $625M Senior Unsecured Notes, Assigned Ba3, LGD4 - 67 % "The offering enables TRP to term out borrowings under its revolver and restore much needed liquidity in order to execute on its major capex projects in 2013," said Saulat Sultan, Moody's Vice President and Senior Analyst. "However, decline in EBITDA in the first quarter of 2013, driven by the persistent weakness in the NGL market, has resulted in TRP's leverage creeping up further to levels beyond our expectations. We therefore expect the company to take action to reduce its leverage in the near future and continue growing its fee-based business." Ratings Rationale: The proposed notes are unsecured and rank pari-passu with TRP's existing senior unsecured notes. Unsecured noteholders have a subordinated claim to TRP's assets behind the senior secured revolving credit facility and the accounts receivable securitization facility. Given the substantial amount of priority- claim secured debt in the capital structure, the notes are rated Ba3, one notch below the Ba2 Corporate Family Rating (CFR) under Moody's Loss Given Default Methodology. TRP's Ba2 Corporate Family Rating (CFR) reflects its elevated debt burden as a result of the Badlands acquisition and weakness in natural gas liquids (NGLs) markets, its aggressive distribution policies, commodity price and volume risks, and its significant capital spending plans that will pressure cash flows and liquidity in 2013 and potentially into 2014. The rating is supported by the company's growing scale, increasing geographic diversification, improving business diversification through entry into crude oil gathering, and growing fee-based business (53% of operating margin as of March 2013, targeted to grow to 55%-65%+ by 2014). The Ba2 CFR also incorporates Moody's expectation that TRP will have a weak distribution coverage ratio of less than 1.0x at least through the middle of 2013 until a number of growth projects begin to come online and start generating cash flow. While the proposed offering is a refinancing transaction, weakness in EBITDA has resulted in TRP's leverage, as measured by debt to EBITDA (with Moody's standard adjustments) as of March 31, 2011 at approximately 4.7x, which is well above Moody's expectation of sustained leverage of at or below 4.0x. Through capital projects coming online later in 2013 and other actions, Moody's expects leverage to be reduced. The use of proceeds from the proposed offering results in $1.1 billion availability under its revolving credit facility. The credit facility matures in October 2017 and pro forma availability should help support the expected out- spending of internally generated cash flow in 2013. The rating outlook is stable based on Moody's expectations that TRP will be able to prudently use the capital markets to fund a portion of its cash funding needs, maintain adequate liquidity, and gradually bring down leverage from current levels. To be considered for an upgrade, TRP would need to maintain leverage below 3.5x, improve the distribution coverage ratio to at least 1.1x, and continue increasing the proportion of its operating income from fee-based arrangements. Alternatively, a negative action could result if leverage exceeds 4.0x or distribution coverage remains below 1.0x for a sustained period. A significant deterioration in liquidity, inability to execute growth capital projects, and failure to access the capital markets to meet cash flow shortfall would also result in a downgrade. Further, an increase in debt at the TRC level could trigger a downgrade as the debt at the TRC level must be supported by the cash flow generated at the TRP level. The principal methodology used in this rating was the Global Midstream Energy Industry Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Targa Resource Partners LP is a mid-sized midstream master limited partnership headquartered in Houston, Texas. TARGA RESOURCES: S&P Rates $625MM Senior Unsecured Notes 'BB' ------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB' issue-level rating and '4' recovery rating to Targa Resources Partners L.P.'s and Targa Resources Partners Finance Corp.'s proposed $625 million senior unsecured notes due 2023. The recovery rating of '4' indicates S&P's expectation of average (30% to 50%) recovery if a payment default occurs. The partnership intends to use net proceeds to reduce borrowings under its secured revolving credit facility and for general corporate purposes, which may include redeeming or repurchasing a portion of its outstanding notes, working capital, funding capital spending, and acquisitions. As of March 31, 2013, Targa had $565 million outstanding under its secured credit facility and total balance sheet debt of about $2.5 billion. Houston-based Targa is a midstream energy partnership that specializes in natural gas gathering and processing, the fractionating and distribution of natural gas liquids, and crude oil logistics. S&P's corporate credit rating on Targa is 'BB', and the outlook is stable. RATING LIST Targa Resources Partners L.P. Corporate credit rating BB/Stable/-- New Ratings Targa Resources Partners L.P. Targa Resources Partners Finance Corp. $625 million sr unsecd notes due 2023 BB Recovery rating 4 TREASURE VALLEY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Treasure Valley Renewable Resources, LLC c/o Curtis Hickey 1832 Weiser River Rd. Weiser, ID 83672 Bankruptcy Case No.: 13-00900 Chapter 11 Petition Date: May 6, 2013 Court: United States Bankruptcy Court District of Idaho (Boise) Judge: Jim D. Pappas Debtor's Counsel: Joseph M. Meier, Esq. COSHO HUMPHREY, LLP P.O. Box 9518 800 Park Blvd, Ste 790 Boise, ID 83707-9518 Tel: (208) 344-7811 Fax: (208) 338-3290 E-mail: jmeier@cosholaw.com Scheduled Assets: $3,002,741 Scheduled Liabilities: $1,983,303 A copy of the Company's list of its 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/idb13-900.pdf The petition was signed by Curtis Hickey, manager. TXU CORP: 2014 Bank Debt Trades at 22% Off in Secondary Market -------------------------------------------------------------- Participations in a syndicated loan under which TXU Corp. is a borrower traded in the secondary market at 78.00 cents-on-the- dollar during the week ended Friday, May 10, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 3.02 percentage points from the previous week, the Journal relates. The loan matures Oct. 10, 2014. The Company pays L+350 basis points above LIBOR to borrow under the facility. Moody's has withdrawn its loan rating and the bank debt is not rated by S&P. About Energy Future Holdings, fka TXU Corp. Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. Energy Future incurred a net loss of $3.36 billion on $5.63 billion of operating revenues for 2012. This follows net losses of $1.91 billion in 2011 and $2.81 billion in 2010. The Company's balance sheet at Dec. 31, 2012, showed $40.97 billion in total assets, $51.89 billion in total liabilities and a $10.92 billion total deficit. Restructuring Talks With Creditors In April 2013, Energy Future Holdings Corp., Energy Future Competitive Holdings Company, Texas Competitive Electric Holdings Company LLC, and Energy Future Intermediate Holding Company LLC confirmed in a regulatory filing that they are in restructuring talks with certain unaffiliated holders of first lien senior secured claims against EFCH, TCEH and certain of TCEH's subsidiaries concerning the Companies' capital structure. The proposed changes to the Companies' capital structure discussed with the Creditors included a consensual restructuring of TCEH's approximately $32 billion of debt (as of December 31, 2012). To effect the Restructuring Proposal, EFCH, TCEH, and certain of TCEH's subsidiaries would implement a prepackaged plan of reorganization by commencing voluntary cases under Chapter 11 of the U.S. Bankruptcy Code. The TCEH first lien creditors would exchange their claims for a combination of EFH Corp. equity, in an amount to be negotiated, and their pro rata share of $5.0 billion of cash or new long-term debt of TCEH and its subsidiaries on market terms. Following the issuance of EFH Corp. equity interests to the TCEH first lien lenders under the proposed plan of reorganization, the Sponsors would hold a to-be-negotiated amount of the equity interests in EFH Corp. Following implementation of the Restructuring Proposal, EFH Corp. would continue to hold all of the equity interests in EFCH and EFIH, EFCH would continue to hold all of the equity interests in TCEH, and EFIH would continue to hold all of the equity interests of Oncor Holdings. TCEH also would obtain access to $3.0 billion of new liquidity through a $2.0 billion first lien revolver and a $1.0 billion letter of credit facility. TCEH would also issue $5.0 billion of new long-term debt. Substantially contemporaneously with the Companies' transmittal of the Restructuring Proposal to the Creditors, the Sponsors informed the Creditors that they would support the Restructuring Proposal if the Sponsors retained 15% of EFH Corp.'s equity interests, with the TCEH first lien creditors receiving, in the aggregate, the remaining 85% of EFH Corp.'s equity interests, in each case subject to dilution from any agreed-upon employee equity incentive plan. The Companies and the Creditors have not reached agreement on the terms of any change in the Companies' capital structure. However, the Creditors conveyed to the Companies that they would be willing to consider the Restructuring Proposal, if among other things, (i) the Restructuring Proposal adequately addresses and compensates Creditors for the risks and consequences of exchanging a portion of the Creditors' senior secured claims against TCEH into EFH Corp. equity, (ii) the amount of post-reorganization debt at TCEH to be distributed to TCEH first lien creditors were materially increased, (iii) in the allocation of EFH Corp.'s equity between TCEH and EFH Corp. stated in the Sponsor Proposal, the value of TCEH and EFH Corp. were materially modified such that the TCEH first lien creditors would receive materially greater value, and (iv) EFIH's negative free cash flow is addressed and a sustainable debt capital structure is achieved for EFIH and EFH Corp. without reliance on TCEH's cash flows. The Companies expect to continue to explore all available restructuring alternatives to facilitate the creation of sustainable capital structures for the Companies and to otherwise attempt to address the Creditors' concerns with the Restructuring Proposal and Sponsor Proposal. The Companies have retained Kirkland & Ellis LLP and Evercore Partners to advise the Companies with respect to the potential changes to the Companies' capital structure and to assist in the evaluation and implementation of other potential restructuring options. The Creditors have retained Paul, Weiss, Rifkind, Wharton & Garrison LLP and Millstein & Co., L.P. to advise the Creditors and to assist in the Creditors' evaluation of potential restructuring options involving the Companies. According to a Wall Street Journal report, people familiar with the matter said Apollo Global Management LLC, Oaktree Capital Management, Centerbridge Partners and GSO Capital Partners, the credit arm of buyout firm Blackstone Group LP, all hold large chunks of Energy Future Holdings' senior debt. Many of these firms belong to a group being advised by Jim Millstein, a restructuring expert who helped the U.S. government revamp American International Group Inc. According to the Journal, people familiar with Apollo's thinking said Apollo recently enlisted investment bank Moelis & Co. for additional advice to ensure it gets as much attention as possible on the case given its large debt holdings. * * * In the Feb. 1, 2013, edition of the TCR, Fitch Ratings has lowered the Issuer Default Ratings (IDR) of Energy Future Holdings Corp (EFH) and Energy Future Intermediate Holding Company LLC (EFIH) to 'Restricted Default' (RD) from 'CCC' on the conclusion of the debt exchange and removed the Rating Watch Negative. As reported by the TCR on Feb. 4, 2013, Standard & Poor's Ratings Services said it raised its corporate credit ratings on EFH, EFIH, TCEH, and Energy Future Competitive Holdings Co. (EFCH) to 'CCC' from 'D' following the completion of several debt exchanges, each of which S&P considers distressed. As reported by the TCR on Aug. 15, 2012, Moody's downgraded the Corporate Family Rating (CFR) of EFH to Caa3 from Caa2 and affirmed its Caa3 Probability of Default Rating (PDR) and SGL-4 Speculative Grade Liquidity Rating. The downgrade of EFH's CFR to Caa3 from Caa2 reflects the company's financial distress and limited financial flexibility. In February 2013 , Moody's Investors Service withdraw Energy Future Holdings Corp.'s Caa3 Corporate Family Rating, Caa3-PD Probability of Default Rating, SGL-4 Speculative Grade Liquidity Rating and developing rating outlook. At the same time, Moody's assigned a Ca CFR to Energy Future Competitive Holdings Company and a B3 CFR to Energy Future Intermediate Holdings Company LLC. Both EFCH and EFIH are intermediate subsidiary holding companies wholly-owned by EFH. EFCH's rating outlook is negative. EFIH's rating outlook is negative. "We see different default probabilities between EFCH and EFIH," said Jim Hempstead, senior vice president. "We believe EFCH has a high likelihood of default over the next 6 to 12 months, because it is projected to run out of cash in early 2014. EFIH has a much lower likelihood of default owing to the credit separateness that EFH is creating between EFIH and Texas Competitive Electric Holdings Company LLC along with EFIH's reliance on stable cash flows from its regulated transmission and distribution utility, Oncor Electric Delivery Company." The withdrawal of EFH's CFR reflects a series of recent actions taken by EFH to insulate both EFH and EFIH from its more distressed subsidiary, EFCH, which appears to have a much higher probability of default within the consolidated corporate family. UNIFIED 2020: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Unified 2020 Realty Partners, LP 2020 Live Oak Street Dallas, TX 75201 Bankruptcy Case No.: 13-32425 Chapter 11 Petition Date: May 6, 2013 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Stacey G. Jernigan Debtor's Counsel: Arthur I. Ungerman, Esq. One Glen Lakes Tower 8140 Walnut Hill Ln., No. 301 Dallas, TX 75231 Tel: (972) 239-9055 Fax: (972) 239-9886 E-mail: arthur@arthurungerman.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Edward Roush, president of general partner. The Debtor did not file its list of largest unsecured creditors when it filed its petition. VIPOO HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Vipoo Hospitality, Inc. dba Travelodge Corpus Christi 910 Corn Products Road Corpus Christi, TX 78409-1518 Bankruptcy Case No.: 13-20208 Chapter 11 Petition Date: May 6, 2013 Court: United States Bankruptcy Court Southern District of Texas (Corpus Christi) Judge: Richard S. Schmidt Debtor's Counsel: Duane J. Brescia, Esq. STRASBURGER & PRICE LLP 720 Brazos Street, Ste 700 Austin, TX 78701 Tel: (512) 499-3647 Fax: (512) 536-5702 E-mail: duane.brescia@strasburger.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/txsb13-20208.pdf The petition was signed by Vinod Shah, president/sole director. YISHLAM INC: Case Summary & 10 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Yishlam, Inc. 2400 Augusta, Suite 453 Houston, TX 77057 Bankruptcy Case No.: 13-32786 Chapter 11 Petition Date: May 6, 2013 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Marvin Isgur Debtor's Counsel: Matthew Scott Okin, Esq. OKIN & ADAMS LLP 1113 Vine Street, Suite 201 Houston, TX 77002 Tel: (713) 228-4100 Fax: (888) 865-2118 E-mail: mokin@okinadams.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A copy of the Company's list of its 10 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/txsb13-32786.pdf The petition was signed by Mark Blundell, president. YOUTH WITH A MISSION: Case Summary & 4 Unsecured Creditors ---------------------------------------------------------- Debtor: Youth With A Mission - Atlanta, Inc. 4150 Beaver Road Loganville, GA 30052 Bankruptcy Case No.: 13-60150 Chapter 11 Petition Date: May 6, 2013 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: John C. Pennington, Esq. JOHN C. PENNINGTON, P.C. P.O. Box 275 Helen, GA 30545 Tel: (706) 878-0033 Fax: (706) 878-9916 E-mail: jcppc@windstream.net Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its four largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/ganb13-60150.pdf The petition was signed by Greg Musch, CFO. YARWAY CORP: Sec. 341(a) Meeting Set for May 29 ----------------------------------------------- Roberta A. DeAngelis, the U.S. Trustee for Region 3, will hold a meeting of creditors of Yarway Corporation pursuant to Section 341(a) of the Bankruptcy Code on May 29, 2013, at 1:30 p.m. (Prevailing Eastern Time), at J. Caleb Boggs Federal Building, 844 King Street, 5th Floor, Room 5209, in Wilmington, Delaware. This is the first meeting of creditors under Section 341(a) of the Bankruptcy Code. The meeting offers creditors a one-time opportunity to examine the Debtors' representative under oath about the Debtors' financial affairs and operations that would be of interest to the general body of creditors. Attendance by the Debtor's creditors at the meeting is welcome, but not required. The meeting may be continued and concluded at a later date specified in a notice filed with the U.S. Bankruptcy Court for the District of Delaware. About Yarway Corporation Yarway Corporation sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11025) on April 22, 2013, to deal with claims arising from asbestos containing products it allegedly sold as early as the 1920s. Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as the Simplex Engineering Company and originally manufactured pipe clamps, steam traps, valves and controls. Based in Pennsylvania, Yarway was a privately-owned company until 1986 when KeyStone International, Inc. bought equity in the company. Yarway became a unit of Tyco International Ltd. when Tyco purchased KeyStone in 1997. Yarway's asbestos-related liabilities derive from Yarway's (i) purported use of asbestos-containing gaskets and packing, manufactured by others, in its production of steam valves and traps from the 1920s to 1970s, and (ii) alleged manufacture of expansion joint packing that was allegedly made up of a compound of Teflon and asbestos from the 1940s to the 1970s. Over the past five years, about 10,021 new asbestos claims have been asserted against Yarway, including 1,014 in Yarway's 2013 fiscal year ending March 31, 2013. The Debtor estimated assets and debts in excess of $100 million as of the Chapter 11 filing. Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11 case. Logan and Co. is the claims and notice agent. YARWAY CORP: Asbestos PI Claimants' Committee Appointed ------------------------------------------------------- Roberta A. DeAngelis, the U.S. Trustee for Region 3, notified the U.S. Bankruptcy Court for the District of Delaware that an official committee of asbestos personal injury claimants has been appointed in the Chapter 11 case of Yarway Corporation. The Committee members are: 1. Rosalie M. Milazzo, Executrix to the Estate of Joseph Milazzo c/o Weitz & Luxenberg, PC 700 Broadway New York, NY 10003 Tel: 212-558-5500 Fax: 212-344-5461 2. Gary Frederick c/o Cooney & Conway 120 N. LaSalle, 30th Floor Chicago, IL Tel: 312-236-6166 Fax: 312-236-3029 3. Thomas C. Dandridge, Jr. c/o Motley Rice, LLC 28 Bridgeside Blvd. Mount Pleasant, SC 29464 Tel: 843-216-9000 Fax: 843-216-9430 4. Dale Leavitt c/o Gori Julian & Associates PC 156 N. Main Street Edwardsville, IL 62025 Tel: 618-659-9833 Fax: 618-659-9834 5. Frances Kelley Executrix to the Estate of James Kelley c/o Shrader & Associates, LLP 3900 Essex Lane, Suite 390 Houston, TX 77027 Tel: 713-782-0000 Fax: 713-571-9605 6. Mary A. Manning Executrix to the Estate of Carroll E. Manning c/o Simmons, Browdewr, Gianaris, Angelides & Barnerd, LLC One Court Street Alton, IL 62002 Tel: 618-259-2222 Fax: 618-259-2251 7. Vashtee Antle Executrix to the Estate of Michael Antle c/o Belluck & Fox 546 Fifth Avenue, 4th Floor New York, NY 10036 Tel: 212-681-1575 Fax: 212-681-1574 About Yarway Corporation Yarway Corporation sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11025) on April 22, 2013, to deal with claims arising from asbestos containing products it allegedly sold as early as the 1920s. Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as the Simplex Engineering Company and originally manufactured pipe clamps, steam traps, valves and controls. Based in Pennsylvania, Yarway was a privately-owned company until 1986 when KeyStone International, Inc. bought equity in the company. Yarway became a unit of Tyco International Ltd. when Tyco purchased KeyStone in 1997. Yarway's asbestos-related liabilities derive from Yarway's (i) purported use of asbestos-containing gaskets and packing, manufactured by others, in its production of steam valves and traps from the 1920s to 1970s, and (ii) alleged manufacture of expansion joint packing that was allegedly made up of a compound of Teflon and asbestos from the 1940s to the 1970s. Over the past five years, about 10,021 new asbestos claims have been asserted against Yarway, including 1,014 in Yarway's 2013 fiscal year ending March 31, 2013. The Debtor estimated assets and debts in excess of $100 million as of the Chapter 11 filing. Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11 case. Logan and Co. is the claims and notice agent. YARWAY CORP: FCR Seeks Authority to Hire Counsel, Consultants ------------------------------------------------------------- James L. Patton, Jr., the proposed legal representative for future claimants of asbestos personal injury claims against Yarway Corporation, seeks authority from the U.S. Bankruptcy Court for the District of Delaware to retain: -- Young Conaway Stargatt & Taylor, LLP, as attorneys, to be paid the following hourly rates: $730 for Robert S. Brady, Esq., $675 for Edwin J. Harron, Esq., $410 for Sara Beth A.R. Kohut, Esq., $375 for Michael S. Neiburg, Esq., and $150 for Chad A. Corazza; and -- Analysis, Research, and Planning Corporation as claims evaluation consultants, to be paid the following hourly rates: $450-$650 for principals, $350-$425 for senior consultants, $225-$350 for consultants, and $150-$225 for analysts. The firms assure the Court that they are disinterested persons and do not represent any interest adverse to the FCR's. A hearing on the FCR's retention application will be held on May 29, 2013, at 11:00 a.m. (ET). Objections are due May 22. About Yarway Corporation Yarway Corporation sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11025) on April 22, 2013, to deal with claims arising from asbestos containing products it allegedly sold as early as the 1920s. Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as the Simplex Engineering Company and originally manufactured pipe clamps, steam traps, valves and controls. Based in Pennsylvania, Yarway was a privately-owned company until 1986 when KeyStone International, Inc. bought equity in the company. Yarway became a unit of Tyco International Ltd. when Tyco purchased KeyStone in 1997. Yarway's asbestos-related liabilities derive from Yarway's (i) purported use of asbestos-containing gaskets and packing, manufactured by others, in its production of steam valves and traps from the 1920s to 1970s, and (ii) alleged manufacture of expansion joint packing that was allegedly made up of a compound of Teflon and asbestos from the 1940s to the 1970s. Over the past five years, about 10,021 new asbestos claims have been asserted against Yarway, including 1,014 in Yarway's 2013 fiscal year ending March 31, 2013. The Debtor estimated assets and debts in excess of $100 million as of the Chapter 11 filing. Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11 case. Logan and Co. is the claims and notice agent. * Moody's Notes Impact of New Regulations for Insurance Sector -------------------------------------------------------------- Future significant changes to global insurance solvency regimes will not directly affect insurers' ratings, but company responses could have positive and negative credit implications, says Moody's Investors Service in a new report, "Global Insurance Regulators Battle Doubts and Delays Over Solvency Modernization." "These regulatory and solvency overhauls bring with them increased exposure to model risk and complexity, as firms are increasingly allowed to employ customized/internal models to determine regulatory capital needs," said Wallace Enman, a Moody's Vice President -- Senior Credit Officer. "With memories of the recent financial crisis still fresh, some have argued that increasingly complex capital adequacy frameworks may just increase costs and reduce transparency while only marginally reducing the risk of insolvency or financial contagion," added Mr. Enman. In addition, actions taken by firms in response to new regulation, such as de-risking certain guaranteed products or returning modeled excess capital to owners would have credit implications, says Moody's. The special comment examines the likely benefits of Solvency II in Europe, and the Solvency Modernization Initiative (SMI) in the U.S. Both regimes are supportive of the interests of insurance company creditors; focusing on addressing missing risks under current rules, encouraging insurers' to improve risk management, and improving disclosure of certain financial data, says Moody's. But there are challenges to realizing these benefits which have become more apparent as the targeted implementation dates have drawn near. Moody's points to the likely delay until January 2016 of Solvency II in Europe even as regional economic stress increases. In the U.S., the National Association of Insurance Commissioners (NAIC) has made some progress on accreditation standards, and will continue its work on upgrading solvency regulation in 2013. * Fitch Says U.S. Healthcare Spending Growth Likely to Remain Low ----------------------------------------------------------------- The growth in healthcare spending will continue to be held down by the sluggish economy, the continued shift of healthcare costs from the employer to the employee, and the movement towards value-based reimbursement models, Fitch Ratings says. As we first observed in January 2012, the rate of increase in U.S. healthcare spending is likely to remain low even as the end of the tepid economic recovery gives way to more robust growth. The rate of health spending grew by 3.9% annually from 2009 to 2011, compared with an annual growth rate of between 4.7% and 6.6% the prior three years, according to data from Centers for Medicare and Medicaid Services. Two recent studies were published in Health Affairs that provide some insight into the causes. One found the weaker economy accountable for 37% of the lower spending trajectory and attributed an additional 8% to cuts in Medicare reimbursement and decline in commercial insurance coverage. The study leaves 55% of the reduction unexplained. The other study indicated that benefit design changes (including higher deductibles and out of pocket costs) contributed to 20% of the lower increase in spending. Over the short run, we expect this trend to have little impact on ratings. * BOND PRICING -- For Week From May 6 to 10, 2013 ------------------------------------------------- Company Coupon Maturity Bid Price ------- ------ -------- --------- AES EASTERN ENER 9.000 1/2/2017 1.750 AES EASTERN ENER 9.670 1/2/2029 4.125 AFFINION GROUP 11.625 11/15/2015 57.750 AGY HOLDING COR 11.000 11/15/2014 54.600 AHERN RENTALS 9.250 8/15/2013 79.625 AMER INTL GROUP 4.250 5/15/2013 100.625 ALION SCIENCE 10.250 2/1/2015 59.850 ATP OIL & GAS 11.875 5/1/2015 1.125 ATP OIL & GAS 11.875 5/1/2015 1.125 ATP OIL & GAS 11.875 5/1/2015 1.500 BERKSHIRE HATH 4.600 5/15/2013 100.020 BUFFALO THUNDER 9.375 12/15/2014 29.000 CHAMPION ENTERPR 2.750 11/1/2037 0.375 DELTA AIR 1993A1 9.875 4/30/2049 20.875 DOWNEY FINANCIAL 6.500 7/1/2014 64.000 DYN-RSTN/DNKM PT 7.670 11/8/2016 4.500 EDISON MISSION 7.500 6/15/2013 57.750 EASTMAN KODAK CO 7.250 11/15/2013 26.500 EASTMAN KODAK CO 7.000 4/1/2017 26.235 EASTMAN KODAK CO 9.950 7/1/2018 24.000 EASTMAN KODAK CO 9.200 6/1/2021 24.900 EATON CORP 4.900 5/15/2013 100.375 FAIRPOINT COMMUN 13.125 4/1/2018 1.000 FAIRPOINT COMMUN 13.125 4/1/2018 1.000 FAIRPOINT COMMUN 13.125 4/2/2018 1.040 FIBERTOWER CORP 9.000 1/1/2016 6.375 GEOKINETICS HLDG 9.750 12/15/2014 52.375 GEOKINETICS HLDG 9.750 12/15/2014 52.750 GLB AVTN HLDG IN 14.000 8/15/2013 31.875 GMX RESOURCES 4.500 5/1/2015 9.100 GMX RESOURCES 9.000 3/2/2018 16.000 HAWKER BEECHCRAF 8.500 4/1/2015 6.000 HAWKER BEECHCRAF 8.875 4/1/2015 1.750 ELEC DATA SYSTEM 3.875 7/15/2023 97.000 HORIZON LINES 6.000 4/15/2017 30.480 JOHNSON&JOHNSON 3.800 5/15/2013 100.204 JAMES RIVER COAL 4.500 12/1/2015 31.050 LAS VEGAS MONO 5.500 7/15/2019 20.000 LBI MEDIA INC 8.500 8/1/2017 30.000 LEHMAN BROS HLDG 1.000 10/17/2013 20.125 LEHMAN BROS HLDG 0.250 12/12/2013 20.125 LEHMAN BROS HLDG 0.250 1/26/2014 20.125 LEHMAN BROS HLDG 1.250 2/6/2014 20.125 LEHMAN BROS HLDG 1.000 3/29/2014 20.125 LEHMAN BROS HLDG 1.000 8/17/2014 20.125 LEHMAN BROS HLDG 1.000 8/17/2014 20.125 MASHANTUCKET PEQ 8.500 11/15/2015 7.250 MASHANTUCKET PEQ 8.500 11/15/2015 7.250 MF GLOBAL LTD 9.000 6/20/2038 70.500 ONCURE HOLDINGS 11.750 5/15/2017 49.750 OVERSEAS SHIPHLD 8.750 12/1/2013 86.000 PLATINUM ENERGY 14.250 3/1/2015 43.750 PMI GROUP INC 6.000 9/15/2016 26.100 PMI CAPITAL I 8.309 2/1/2027 0.625 PENSON WORLDWIDE 12.500 5/15/2017 26.125 PENSON WORLDWIDE 12.500 5/15/2017 26.125 POWERWAVE TECH 1.875 11/15/2024 0.750 POWERWAVE TECH 1.875 11/15/2024 0.750 RESIDENTIAL CAP 6.875 6/30/2015 30.500 SCHOOL SPECIALTY 3.750 11/30/2026 10.000 SAVIENT PHARMA 4.750 2/1/2018 20.000 THQ INC 5.000 8/15/2014 46.250 TL ACQUISITIONS 10.500 1/15/2015 13.375 TL ACQUISITIONS 10.500 1/15/2015 13.375 CENGAGE LEARNING 13.750 7/15/2015 10.375 CENGAGE LEARN 12.000 6/30/2019 15.500 TERRESTAR NETWOR 6.500 6/15/2014 10.000 TEXFI INDUSTRIES 8.750 8/1/1999 1.000 TEXAS INSTRUMENT 0.875 5/15/2013 100.014 TEXAS COMP/TCEH 10.250 11/1/2015 12.000 TEXAS COMP/TCEH 10.250 11/1/2015 12.500 TEXAS COMP/TCEH 10.250 11/1/2015 11.900 TEXAS COMP/TCEH 10.500 11/1/2016 11.000 TEXAS COMP/TCEH 10.500 11/1/2016 13.000 TEXAS COMP/TCEH 15.000 4/1/2021 34.750 TEXAS COMP/TCEH 15.000 4/1/2021 36.200 EFC HOLDINGS 8.175 1/30/2037 27.000 USEC INC 3.000 10/1/2014 24.461 VERSO PAPER 11.375 8/1/2016 55.183 WCI COMMUNITIES 6.625 3/15/2015 0.375 WCI COMMUNITIES 4.000 8/5/2023 0.375 WCI COMMUNITIES 4.000 8/5/2023 0.375 ********* 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. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ 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. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* 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, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2013. 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 202-241-8200. *** End of Transmission ***