/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/131112.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, November 12, 2013, Vol. 17, No. 314 Headlines ABSORBENT TECHNOLOGIES: Court Converts Case to Chapter 7 ACTIVE NETWORK: Moody's Ratings Unaffected by Loan Upsize AEROVISION HOLDINGS: Court Extends Plan Filing Period to Feb. 17 AEROVISION HOLDINGS: Has Until Feb. 16 to Decide on Leases AFFINION GROUP: Apollo's Direct Marketer Has Exchange Offer AMERICAN AIRLINES: Southwest, JetBlue Said to Show Slot Interest AMERICAN AXLE: Elects New Board Member ANGLO IRISH: Says It Has 'Unique' Case for Chapter 15 ARC REALTY: Hires McCarter & English as Bankruptcy Counsel ARC REALTY: List of 20 Largest Unsecured Creditors ARCH COAL: Bank Debt Trades at 2% Off ATP OIL: NGP Continues to Receive Monthly Production Payments BERNARD L. MADOFF: JPMorgan Banker Backed $200-Mil. Loan in 2008 BERNARD L. MADOFF: SIPC Wants JPMorgan Suit Revived in High Court BERRY PETROLEUM: S&P Retains 'BB-' CCR on CreditWatch Negative BEVERAGE & MORE: Moody's Rates $180MM Sr. Secured Notes 'Caa2' BIG M: Mandee Stores Blame Bankruptcy on Insurance Company BROOKE CORP: Husch Blackwell's Fees Draw Trustee's Objection BUILDING #19: Obtained Interim Authority to Use Cash Collateral BUILDING #19: Has Interim Authority to Conduct GOB Sales BUILDING #19: Taps Tron Group as Financial Advisers CAESARS ENTERTAINMENT: Closes Sale of Macau Property for $438MM CARA OPERATIONS: DBRS Places 'B' Issuer Rating Under Review CAPITOL BANCORP: FDIC Settlement Approval Sought CARRANZA MANAGEMENT: Case Summary & 16 Top Unsecured Creditors CHINA PRECISION: MSPC Replaces Moore Stephens as Accountants CHROMAFLO ACQUISITION: Moody's Assigns 'B3' Corp. Family Rating CHROMAFLO ACQUISITION: S&P Assigns 'B' Corp. Credit Rating CO-SIGNER INC: Refinances Legacy Debt & Cures Past Defaults COBRA ELECTRONICS: In Talks to Finalize Credit Amendment Terms COUNTRYWIDE FIN'L: BofA Should Pay $863MM in Fannie Mae Case DALLAS ROADSTER: Has Confirmed Third Amended Plan DEL MONTE FOODS: Moody's Assigns First-Time B2 Corp. Family Rating DEL MONTE FOODS: S&P Assigns 'B' CCR & Rates $650MM Loan 'B+' DELPHI CORP: Pays $23-Mil. for Toxic Cleanup DESERT HOT SPRINGS, CA: Laying Groundwork for Municipal Filing DETROIT, MI: NAACP Can't Challenge Emergency Manager Law DETROIT, MI: U.S. Government Supplemental Brief Filed DETROIT, MI: Retirees Get February Extension on Health Care DETROIT, MI: Did Not Negotiate Prior to Filing for Chapter 9 DETROIT, MI: Muni Bond Insurers Sue on Ad Valorem Taxes DIGERATI TECHNOLOGIES: Says Venue Transfer Order Not Appealable DOLE FOOD: Murdock's Acquisition Brings Downgrade to B- DOMTAR CORP: DBRS Raises Issuer Rating From 'BB(high)' DREW MARINE: Moody's Rates Assigns Corp. Family Rating DREW MARINE: S&P Assigns 'B' CCR & Rates $255MM Facilities 'B+' DYNEGY INC: Reports Net Income of $22 Mil. in Third Quarter EARL SIMMONS: Judge Rejects DMX's Bankruptcy Filing EARTHBOUND HOLDING: Moody's Affirms 'B3' CFR & Default Ratings EASTCOAL INC: Intends to File Bankruptcy Proposal in Canada EDISON MISSION: Has Court Approval for $7.5 Million in Bonuses ELCOM HOTEL: Gets Final Court OK on $1-Mil. Loan From OBH Funding ELCOM HOTEL: U.S. Trustee Says Plan Outline Has Deficiencies ELCOM HOTEL: Two Tenant Groups Object to Plan Outline ELCOM HOTEL: Two Tenant Groups React to Proposed Asset Sale EMERITO ESTRADA: Court Extends Plan Filing Period by 60 Days EMPIRE RESORTS: Incurs $790,000 Net Loss in Third Quarter ENERGY SERVICES: Appoints New Chief Financial Officer EXIDE TECHNOLOGIES: $5.44-Mil. Operating Loss for 3rd Quarter EXIDE TECHNOLOGIES: Wants No Shareholders' Committee FAIRMONT GENERAL: Panel Tries to Block Fundamental Advisors Loan FAIRMONT GENERAL: Has Court's Final OK to Use Cash Collateral FLY FUNDING: S&P Retains 'BB' Corporate Credit Rating FREESEAS INC: Signs Definitive Agreement for $10-Mil. Investment FURNITURE BRANDS: Auction Accelerated as Samson to Bid GASTAR EXPLORATION: Moody's Rates $125MM Add-on Sr. Notes Caa2 GATEWAY CASINOS: DBRS Assigns Provisional B(high) Issuer Rating GATEWAY CASINOS: S&P Lowers CCR to 'B+' on New Debt Financing GETTY IMAGES: Bank Debt Trades at 11% Off GLOBALLOGIC HOLDINGS: S&P Assigns Prelim. 'B' CCR; Outlook Stable GST LLC: Case Summary & 6 Largest Unsecured Creditors GUAM WATERWORKS: Moody's Hikes Revenue Bonds Rating to 'Ba1' HERTZ CORP: Moody's B1 CFR Unaffected by Simply Wheelz Bankruptcy HUSKY INTERNATIONAL: Moody's Rates New $160MM Sr. Sec. Loan 'Ba3' INFINIA CORP: Has OK to Hire Parsons Kinghorn as Bankr. Counsel INTERNATIONAL CABLE: Case Summary & 20 Top Unsecured Creditors INSTITUTO MEDICO: Seeks to Pay Employee Wages & Benefits J. CREW: Moody's Hikes Rating on $1.17BB Secured Term Loan to Ba3 JC PENNEY: Bank Debt Trades at 3% Off KAHN FAMILY: Asks Court to Extend Plan Filing Period Until Dec. 21 LAZARD GROUP: Moody's Rates $500MM Sr. Unsecured Notes 'Ba2' LEHMAN BROTHERS: Sues Credit Suisse Over $1-Bil. in Bankr. Claims LEHR CONSULTANTS: Case Summary & 20 Largest Unsecured Creditors MCCLATCHY CO: Director Nominated as Education Undersecretary METRO AFFILIATES: To Sell Assets, Proposes Dec. 13 Auction METRO AFFILIATES: Seeks Extension of Schedules Filing Deadline METRO AFFILIATES: Taps Kurtzman Carson as Claims & Admin. Agent MF GLOBAL: Hughes Hubbard Represents Trustee in Property Motion MICRON TECHNOLOGY: S&P Assigns 'BB-' Sr. Unsecured Notes Rating MORGANS HOTEL: Obtains $8 Per Share Buyout Bid From Yucaipa MT. LAUREL LODGING: Seeks to Use Cash Collateral to Operate MUD KING: Court Extends Plan Filing Period Until Dec. 31 MUD KING: Court Extends Deadline to Decide on CJC Lease NEXSTAR BROADCASTING: Grant Co. Deal No Impact on Moody's B2 CFR NGL ENERGY: S&P Affirms 'BB-' Corp. Credit Rating, Stable Outlook NORTH AMERICAN LIFTING: Moody's Gives B2 CFR, Rates $475MM Debt B1 NORTH AMERICAN LIFTING: S&P Assigns 'B' Corp. Credit Rating OCEANSIDE MILE: Has Nod to Use Cash Collateral Until Nov. 14 ORMET CORP: Industrial Investment Bank Hiring Approved ORMET CORP: Objections to Proposed Hannibal CBA Changes Filed OSX BRASIL: Files for Bankruptcy Protection in Rio de Janeiro PATRIOT COAL: Creditors to Vote on Bankruptcy Exit Plan PLY GEM HOLDINGS: Amends Asset-Based Credit Facility with UBS RAPID-AMERICAN: Exclusive Plan Filing Period Extended to March 4 REALOGY CORP: Posts $110 Million Net Income in Third Quarter RESIDENTIAL CAPITAL: Panel May Retain Quest as Consultant RESIDENTIAL CAPITAL: Panel Taps Carter Ledyard as Consultant RESIDENTIAL CAPITAL: Settles Disputes Over Some Ocwen Deals RESIDENTIAL CAPITAL: Court OKs Accord in NJ Carpenters Class Suit RESIDENTIAL CAPITAL: Throws Final Punches in Interest Row REVEL AC: Mulls Sale 6 Months After Bankruptcy Exit RIH ACQUISITIONS: Atlantic Club Casino Files in New Jersey RIH ACQUISITIONS: Atlantic Club Casino Secures $6MM Interim Loan ROSETTA RESOURCES: Moody's Rates $450MM Sr. Unsecured Notes B2 ROSETTA RESOURCES: S&P Rates $450 Million Unsecured Notes 'B+' RR DONNELLEY: Moody's Rates New $350MM Sr. Unsecured Notes 'Ba3' RUBY TUESDAY: Demoted to B3 on Declining Same-Store Sales SAN BERNARDINO, CA: CalPERS Again Seeks Appeal of Ch. 9 Status SCHUTJER BOGAR: Settles With Ex-Partner After Exiting Bankruptcy SEANERGY MARITIME: Receives Delisting Notice From NASDAQ SIMPLY WHEELZ: Catalyst to Acquire Advantage Rent a Car by Dec. SHELBOURNE NORTH WATER: Going Into Chapter 11 in Illinois SML REALTY: Case Summary & Largest Unsecured Creditors SPENDSMART PAYMENTS: Chord to Provide Accounting Solutions SUNTECH POWER: Seeks Dismissal of Involuntary U.S. Bankruptcy SUNTECH POWER: Takes Step Toward Final Wind-Down TEMPLAR ENERGY: Moody's Assigns B2 CFR & Rates New $700MM Loan B3 TEMPLAR ENERGY: S&P Assigns 'B' CCR & Rates $700MM Loan 'B-' THINKFILM LLC: Investor Says Bergstein Owes $590MM for Loan Fraud TMT GROUP: Sent to Mediate With Objecting Banks TOLL BROTHERS: Moody's Affirms 'Ba1' CFR & Unsecured Notes Rating TOLL BROTHERS: S&P Affirms 'BB+' CCR After Shapell Acquisition TOYS R US: Bank Debt Trades at 6% Off TRAVEL LEADERS: Moody's Assigns 'B2' CFR & Rates $185MM Loan 'B1' UNIVAR N.V.: Bank Debt Trades at 1% Off USEC INC: Incurs $44.3 Million Net Loss in Third Quarter UTSTARCOM HOLDINGS: Non-Binding Going Private Proposal Withdrawn UTSTARCOM HOLDINGS: Himanshu Shah Owns 17.6% of Ordinary Shares VELO HOLDINGS: Fails to Stop States' Consumer Protection Query WALTER ENERGY: Bank Debt Trades at 2% Off ZOGENIX INC: Incurs $10.8 Million Net Loss in Third Quarter * Defaulting Is No Waiver of Stern v. Marshall Rights * Web Addresses, Phone Number Aren't Estate Property * BofA Said in Settlement Talks over Credit Card Products * Bankruptcy Filings Show More Signs of Bottoming Out * Moody's Says North American Telecom Bond Covenants Weakens * CFPB Puts Lawyers in Cross Hairs * Cross-Border Insolvency & Chapter 11 Webinar Set for Dec. 10 * Dodd-Frank Derivatives Momentum Threatened by Vacancies on CFTC * Cross-Border Insolvency & Chapter 11 Webinar Set for Dec. 10 * Large Companies With Insolvent Balance Sheets ********* ABSORBENT TECHNOLOGIES: Court Converts Case to Chapter 7 -------------------------------------------------------- The Hon. Trish M. Brown of the U.S. Bankruptcy Court for the District of Oregon has converted, at the behest of Absorbent Technologies, Inc., the Debtor's Chapter 11 case to a case under Chapter 7. Kenneth S. Eiler is appointed interim trustee of this estate. Absorbent Technologies Absorbent Technologies, Inc., filed a Chapter 11 petition (Bankr. D. Ore. Case No. 13-31286) on March 8, 2013, without citing a reason. David C. Moffenbeier signed the petition as CEO. Judge Trish M. Brown presides over the case. The Law Office of Gary U. Scharff serves as the Debtor's counsel. The Debtor is also represented by Heather A. Brann, Esq., at Heather A. Brann, PC, in Portland, Oregon. The Beaverton, Oregon-based company developed, produced, and marketed starch-based superabsorbent products and ingredients in the United States and internationally. It offered Zeba, a corn starch-based polymer that helps farmers grow bigger crops with less water. Placed near a plant's roots, Zeba serves as a Grape Nut-sized sponge that holds and distributes water as a plant needs it. The Debtor estimated assets and debts of at least $10 million. The Debtor has a manufacturing facility at 140 Queen Avenue SW, Albany, Oregon. Fluffco LLC and Ephesians Equity Group LLC own equity interests in privately held Absorbent Technologies. The Debtor filed for bankruptcy to seek a buyer for its assets and property. The U.S. Trustee formed a four-member committee of unsecured creditors. Green & Markley, P.C. represents the Committee. ACTIVE NETWORK: Moody's Ratings Unaffected by Loan Upsize --------------------------------------------------------- Moody's Investors Service said that the $20 million increase in The Active Network, Inc.'s 2nd lien term loan is a credit negative development as it results in pro forma debt to EBITDA of about 7.4 times, up from 7.2 times, but that the ratings remain unchanged. Active, controlled by Vista, provides software that enables registration for events and activity licensing, as well as event- related marketing services. Customer groups include business events, community activities, activity licensing, camping, recreation, and sports. AEROVISION HOLDINGS: Court Extends Plan Filing Period to Feb. 17 ---------------------------------------------------------------- The Hon. Paul G. Hyman of the U.S. Bankruptcy Court for the Southern District of Florida has extended, at the behest of Aerovision Holdings 1 Corp., the exclusivity period within which the Debtor must file a plan of reorganization until Feb. 16, 2014, with a reciprocal 60-day extension of the exclusive right to obtain acceptances of the plan. "The case is still in its early stages, but much progress has been made by the Debtor and counsel outside the courtroom and behind the scenes. The Debtor is still addressing case issues and needs additional time to further negotiate with the Debtor's creditors, towards a resolution of case issues and a possible consensual plan of reorganization," Craig I. Kelley, Esq., at Kelley & Fulton, P.L., the attorney for the Debtor, stated. Mr. Kelley related that the Debtor recently settled a substantial controversy with contested creditor i3 Aircraft Holdings, LLC, and is in the process of documenting the resolution for approval by the Court through a forthcoming motion. Additionally, the Debtor is in negotiations with another group of contested creditors -- Tiger Aircraft Corp, Logix Global, Inc., and Aerovision, LLC -- for which mediation was scheduled for Sept. 30, 2013, in front of Robert Furr as the mediator. On Sept. 6, 2013, the Tiger Parties filed a motion to dismiss case, or in the alternative motion for relief from stay, which was scheduled for hearing on Oct. 22, 2013. The results of the negotiations will be of paramount importance to the direction of the Disclosure Statement and Plan in this case. Without knowing the results of this negotiation, the Debtor is unable to adequately prepare a disclosure statement and plan, Mr. Kelley said. As reported by the Troubled Company Reporter on Oct. 28, 2013, the Debtor filed an amended response to the motion to dismiss, or in the alternative, relief from the automatic stay. The Debtor said it entered into a settlement agreement with i3 Aircraft Holdings One and Integration Innovation, Inc. In this relation, the motion to dismiss will be withdrawn as part of the agreement. About Aerovision Holdings 1 Corp. Aerovision Holdings 1 Corp. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-24624) on June 21, 2013, in its home-town in West Palm Beach, Florida. Mark Daniels signed the petition as president. The Debtor estimated assets in excess of $10 million and liabilities of $1 million to $10 million. Craig I. Kelley, Esq., at Kelley & Fulton, PL, serves as the Debtor's counsel. AEROVISION HOLDINGS: Has Until Feb. 16 to Decide on Leases ---------------------------------------------------------- The Hon. Paul G. Hyman of the U.S. Bankruptcy Court for the Southern District of Florida has extended, at the behest of Aerovision Holdings 1 Corp., the time for the Debtor to assume or reject executor contracts and unexpired leases of non-residential real property in which the Debtor is lessee. The Court has given the Debtor, through and including the earlier of the date of the entry of an order confirming a plan of reorganization or through and including, Feb. 16, 2014, whichever occurs sooner, in which to assume or reject the contracts and leases. The Debtor has executory contracts and unexpired lease agreements for rental property and pieces of equipment necessary for the continued operation of the Debtor's business. The Debtor had 120 days from the date of the filing of its petition in which to assume or reject an unexpired lease in which the Debtor is the lessee, which ran on Oct. 19, 2013. The Debtor requested additional time to determine whether to assume or reject the contracts and leases due to the fact that the Debtor is in the midst of a complex resolution discussions and negotiations with contested creditors. According to Craig I. Kelley, Esq., at Kelley & Fulton, P.L., the attorney for the Debtor, the Debtor is still addressing case issues and needs additional time to further negotiate with the Debtor's creditors, towards a resolution of case issues and a possible consensual plan of reorganization. The Debtor stated that it is not prudent for the Debtor to make a business decision whether or not to assume or reject the leases and contracts at this time until it is clear whether the issues with the creditors can be resolved. "It is not in the best interest of the estate for the Debtor to assume the leases and contracts at the present time since assumption of the leases and contracts, and subsequent failure of this case, could result in a large Chapter 11 administrative claim to the estate," Mr. Kelley stated. About Aerovision Holdings 1 Corp. Aerovision Holdings 1 Corp. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-24624) on June 21, 2013, in its home-town in West Palm Beach, Florida. Mark Daniels signed the petition as president. The Debtor estimated assets in excess of $10 million and liabilities of $1 million to $10 million. Craig I. Kelley, Esq., at Kelley & Fulton, PL, serves as the Debtor's counsel. AFFINION GROUP: Apollo's Direct Marketer Has Exchange Offer ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Affinion Group Holdings Inc., a Stamford, Connecticut-based direct marketer, proposed an exchange offer last week that Standard & Poor's called "tantamount to a default." According to the report, the exchange offer pushes out maturity until 2018 of the holding company's 11.625 percent senior notes and the operating company's 11.5 percent senior subordinated notes. For the time being, S&P lowered Affinion's corporate rating by three grades to CC. Assuming the exchanges are completed, S&P said it likely won't raise the corporate rating above CCC+. In June, Moody's Investors Service said Affinion needed "an equity infusion, divestiture of assets, or material rebound in consolidated revenues" to avoid a distressed exchange. Affinion is 70 percent-owned by an affiliate of Apollo Management LP, according to Moody's. The $355.5 million in 11.5 percent senior subordinated bonds of operating company Affinion Group Inc. due in 2015 last traded on Nov. 8 for 99 cents on the dollar, to yield 12.086 percent, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. The bonds sold for 76.5 cents in early July. The $325 million in 11.625 percent senior unsecured bonds of Affinion Group Holdings due in 2015 traded on Nov. 8 for 84.5 cents, to yield 21.558 percent, Trace reported. The bonds were trading around 57 cents before the exchange offer was announced. Affinion Group Holdings reported a $54.3 million net loss during the first three quarter of 2013 on revenue of $1.02 billion. For 2012, the net loss was $138.3 million on revenue of about $1.5 billion. The balance sheet was upside down on Sept. 30, with assets of $1.44 billion and total liabilities of $2.91 billion. Affinion markets membership, insurance and credit card services under the names of financial institutions and retailers. AMERICAN AIRLINES: Southwest, JetBlue Said to Show Slot Interest ---------------------------------------------------------------- David Welch, David McLaughlin & Mary Schlangenstein, writing for Bloomberg News, reported that Southwest Airlines Co. and JetBlue Airways Corp. told regulators they're interested in acquiring Washington flight slots that may be available under a settlement of the U.S. lawsuit to block the American Airlines-US Airways Group Inc. merger, people familiar with the matter said. According to the report, the carriers want American and US Airways to give up as many slots as possible at Reagan National Airport, said the people, who asked not to be identified because details are private. Southwest also is in discussions with the Justice Department about adding slots at New York's LaGuardia Airport, one person said. Having a market for the slots would clear a possible hurdle as AMR Corp.'s American, US Airways and the Justice Department explore resolving the antitrust lawsuit filed Aug. 13 to block the merger, the report said. A post-merger American would have an unacceptably high 69 percent of Reagan National flights, the U.S. says. For Southwest and JetBlue, the Justice Department's insistence on AMR-US Airways asset sales as a condition to approve a merger creates an opportunity to expand at Reagan National, the only one of Washington's three major airports with federal flight limits, the report related. Attorney General Eric Holder said Nov. 4 that divestitures would be required at crucial airports across the U.S. as part of "any resolution in this case," the report further related. If settlement talks don't succeed, the U.S. is prepared to go to trial Nov. 25, he said. Southwest's Brief Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Southwest Airlines Co. will file a brief telling the federal district court in Washington that the proposed merger between AMR Corp. and US Airways Group Inc. will "substantially lessen competition" unless the leading low-cost carrier is given ability to operate a "significant number" of flights from Reagan National Airport in Washington and LaGuardia Airport in New York. According to the report, Southwest might be the Achilles heel in a government economic analysis designed to block the merger under AMR's Chapter 11 reorganization plan. The government largely ignored competition afforded by Southwest and JetBlue Airways Corp. because those two low-cost carriers use a different business model. Without objection from the government, AMR or US Airways, U.S. District Judge Colleen Kollar-Kotelly allowed Southwest to submit a 25-page brief by Nov. 15. In a Nov. 7 filing seeking the right to submit a brief, Southwest pointed to US Airways' argument that "competitive discipline" flows from "Southwest's low-priced fares." Southwest, which flies the most passengers of any U.S. airline, said its access to the New York and Washington airports is "extremely limited." It said that allowing the merger "would restrict the availability of slots to Southwest and other low-cost carriers." The airline's filing is significant for implying that the merger's anticompetitive effects wouldn't be alleviated by transferring gates and slots at the two airports to other hub-and-spoke airlines. Last month, Bloomberg reported that the government was in settlement talks with AMR and US Airways, focusing on the divestiture of routes to alleviate antitrust objections. The antitrust trial is scheduled to begin Nov. 25. American Airlines shares rose steadily following a three-day fall in August after the U.S. sued to bar the airlines from merging under AMR's Chapter 11 plan. Since then, the stock has almost quadrupled, rising 4.2 percent on Nov. 8 to $9.62 in over-the- counter trading. The bankruptcy court formally approved AMR's plan in October. AMR rose 25 percent on Nov. 4 on news that the airlines and the government were in settlement talks. Selling for about 40 cents in October, the stock rose to $1.30 before the merger was announced in February. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AXLE: Elects New Board Member -------------------------------------- Samuel Valenti III was elected as an independent director of the Board of American Axle & Manufacturing Holdings, Inc., effective Oct. 31, 2013. Mr. Valenti will serve as a Class III director. Mr. Valenti will also serve on AAM's audit and strategy committees. Mr. Valenti currently serves as the Chairman of the Board of TriMas Corporation, a publicly traded $1.4 billion-dollar manufacturer of highly engineered precision products for industry. He also serves as Chairman and C.E.O. of Valenti Capital and World Capital Partners, which are investment firms located in Bloomfield Hills, Michigan. Prior to his current roles, Mr. Valenti served as the president of Masco Capital Corporation and is a 40-year veteran of Masco Corporation, a Fortune 500 manufacturer of home building and home improvement products. He is also the former Chairman of the Investment Advisory Board of the $50 billion State of Michigan retirement system. Mr. Valenti is a member of the Business Leaders for Michigan and serves as Chairman of the Business Leaders for Michigan, Renaissance Venture Capital Fund. "We are pleased to have Sam join AAM's Board of Directors," said AAM Chairman, president & CEO David C. Dauch. "He brings over 40 years of experience in the management of diversified manufacturing businesses and financial matters to the Board. His strong leadership and experience will be of value to AAM as we continue to focus on achieving our long-term goals of profitable growth, diversification, and debt reduction to build value for our stakeholders." AAM is a world leader in the manufacture, engineering, design and validation of driveline and drivetrain systems and related components and modules, chassis systems and metal-formed products for light trucks, sport utility vehicles, passenger cars, crossover vehicles and commercial vehicles. In addition to locations in the United States (Michigan, Ohio, Pennsylvania and Indiana), AAM also has offices or facilities in Brazil, China, Germany, India, Japan, Luxembourg, Mexico, Poland, Scotland, South Korea, Sweden and Thailand. About American Axle Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures, engineers, designs and validates driveline and drivetrain systems and related components and chassis modules for light trucks, sport utility vehicles, passenger cars, crossover vehicles and commercial vehicles. As of June 30, 2013, the Company had $3 billion in total assets, $3.11 billion in total liabilities and a $101.6 million total stockholders' deficit. * * * In September 2012, Moody's Investors Service affirmed the 'B1' Corporate Family Rating (CFR) and Probability of Default Rating (PDR) of American Axle. American Axle carries a 'BB-' corporate credit rating from Standard & Poor's Ratings Services. "The 'BB-' corporate credit rating on American Axle reflects the company's 'weak' business risk profile and 'aggressive' financial risk profile, which incorporate substantial exposure to the highly cyclical light- vehicle market," S&P said, as reported by the TCR on Sept. 6, 2012. As reported by the TCR on Sept. 5, 2013, Fitch Ratings has affirmed the 'B+' Issuer Default Ratings of American Axle & Manufacturing Holdings, Inc. (AXL) and its American Axle & Manufacturing, Inc. (AAM) subsidiary. The ratings and Positive Outlook for AXL and AAM are supported by Fitch's expectation that the drivetrain and driveline supplier's credit profile will strengthen over the intermediate term, despite some deterioration over the past year. ANGLO IRISH: Says It Has 'Unique' Case for Chapter 15 ----------------------------------------------------- Law360 reported that Irish Bank Resolution Corp. Ltd., formerly known as Anglo Irish Bank, told a Delaware bankruptcy judge on Nov. 6 that its bid for Chapter 15 recognition is supported by its "unique" situation, which was forged by the global economic crisis that had threatened the very fabric of the Irish economy. According to the report, during a daylong hearing in Wilmington, IBRC attorney Van C. Durrer II of Skadden Arps Slate Meagher & Flom LLP argued for its bid for Chapter 15 protection as it goes through a massive government-mandated liquidation. About Anglo Irish Anglo Irish Bank was an Irish bank headquartered in Dublin from 1964 to 2011. It went into wind-down mode after nationalization in 2009. In July 2011, Anglo Irish merged with the Irish Nationwide Building Society, with the new company being named the Irish Bank Resolution Corporation (IBRC). Standard & Poor's Ratings Services said that it lowered its long- and short-term counterparty credit ratings on Irish Bank Resolution Corp. Ltd. (IBRC) to 'D/D' from 'B-/C'. S&P also lowered the senior unsecured ratings to 'D' from 'B-'. S&P then withdrew the counterparty credit ratings, the senior unsecured ratings, and the preferred stock ratings on IBRC. At the same time, S&P affirmed its 'BBB+' issue rating on three government- guaranteed debt issues. The rating actions follow the Feb. 6, 2013, announcement that the Irish government has liquidated IBRC. The former Irish bank sought protection from creditors under Chapter 15 of the U.S. Bankruptcy Code on Aug. 26, 2013 (Bankr. D. Del., Case No. 13-12159). The former bank's Foreign Representatives are Kieran Wallace and Eamonn Richardson. Its U.S. bankruptcy counsel are Mark D. Collins, Esq., and Jason M. Madron, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington, Delaware. ARC REALTY: Hires McCarter & English as Bankruptcy Counsel ---------------------------------------------------------- Arc Realty Ventures, LLC, seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ McCarter & English, LLP, as counsel. The firm will be paid at these hourly rates: Partners $370 to $825 per hr. Associates $220 to $450 per hr. Law Clerks $145 to $190 per hr. Paralegals $90 to $225 per hr. Professionals who are expected to take primary roles in representing the Debtors are: Hourly Rate ----------- Eduardo J. Glas, Esq. -- eglas@mccarter.com $500 Scott H. Bernstein, Esq. -- sbernstein@mccarter.com $395 Stacy Lipstein, paralegal $200 The firm will also be reimbursed for any necessary out-of-pocket expenses. Mr. Glas, a partner with the law firm of McCarter & English, 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. Prior to the Petition Date, McCarter & English received an advance payment retainer in the amount of $30,000 from Ram Ajjarapu, a member of the Debtor?s primary secured lender, North-East Realty, LLC. Fees incurred prior to the Petition Date in the amount of $2,386 and expenses incurred prior to the Petition Date in the amount of $1,213 were invoiced and paid from the Advanced Payment Retainer. As of the Petition Date, McCarter & English is holding the Advanced Payment Retainer in the amount of $26,400 to apply to its postpetition fees and expenses as allowed by the Court. Warren, New Jersey-based Arc Realty Ventures, LLC, sought protection under Chapter 11 of the Bankruptcy Code on Oct. 31, 2013 (Case No. 13-33862, Bankr. D.N.J.). The case is assigned to Judge Christine M. Gravelle. The Debtor is represented by Eduardo J. Glas, Esq., at MCCARTER & ENGLISH, in Newark, New Jersey. The Debtor has estimated assets ranging from $10 million to $50 million and estimated liabilities ranging from $1 million to $10 million. The petition was signed by Murty Azzarapu, manager. ARC REALTY: List of 20 Largest Unsecured Creditors -------------------------------------------------- Arc Realty Ventures, LLC, filed with the U.S. Bankruptcy Court for the District of New Jersey a list of creditors holding 20 largest unsecured claims: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bergman Real Estate Group Trade debt $12,000 555 US Highway 1 South Iselin, NJ 08830 Cesco-Clifton Elevator Trade debt $4,800 Service Co. 23261 Network Place Chicago, IL 60673 Direct Energy Business Trade debt $24,593 PO Box 70220 Philadelphia, PA 19176 Elias B. Cohen & Associates Trade debt $7,303 101 Eisenhower Parkway Roseland, NJ 07068 Fania Roofing Company Trade debt $4,392 271 E. Blackwell Street Dover, NJ 07802 Lawns by Yorkshire, Inc. Trade debt $1,145 9 Bergenline Westwood, NJ 07675 M & S Building Services Corp Trade debt $6,976 519 Second Avenue North Brunswick, NJ 08902 Midco Waste Trade debt $1,500 5 Industrial Way New Brunswick, NJ 08901 Myers Trade debt $6,706 44 S. Commerce Way Bethlehem, PA 18017 New Jersey American Water Trade debt $1,361 PO Box 371476 Pittsburgh, PA 15250 NJ Division of Fire Safety Trade debt $1,181 PO Box 809 Trenton, NJ 08625 Orkin Trade debt $818 95 Lackawana Avenue Little Falls, NJ 07424 PSE&G Co. Trade debt $55,289 PO Box 14444 New Brunswick, NJ 08906 Rubin, Kaplan & Associates Trade debt $3,000 200 Centennial Avenue, Ste110 Piscataway, NJ 08854 SDG Alarmtronics Trade debt $552 PO Box 924 Flemington, NJ 08822 State of New Jersey Trade debt $6,005 Division of Employer Accounts PO Box 059 Trenton, NJ 08625 Stratton Electric Service, Inc. Trade debt $4,770 2229 Morris Avenue Union, NJ 07083 U.S. Energy Services, Inc. Trade debt $1,000 PO Box 1414 Minneapolis, MN 55480 Unitemp Trade debt $3,048 PO Box 249 Bernardsville, NJ 07924 VJP Contracting Inc. Trade debt $5,730 67 N. Randolphville Road Piscataway, NJ 08854 ARCH COAL: Bank Debt Trades at 2% Off ------------------------------------- Participations in a syndicated loan under which Arch Coal Inc. is a borrower traded in the secondary market at 97.75 cents-on-the- dollar during the week ended Friday, November 8, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.92 percentage points from the previous week, The Journal relates. Arch Coal Inc. pays 450 basis points above LIBOR to borrow under the facility. The bank loan matures on May 17, 2018, and carries Moody's B1 rating and Standard & Poor's BB- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. * * * As reported in the Troubled Company Reporter on Oct. 10, 2013, Moody's Investors Service downgraded the ratings of Arch Coal, including the company's Corporate Family Rating (CFR) to B3 from B2, Probability of Default Rating (PDR) to B3-PD from B2-PD, the rating on senior secured credit facility to B1 from Ba3, and the ratings on senior unsecured debt to Caa1 from B3. The outlook is negative. ATP OIL: NGP Continues to Receive Monthly Production Payments ------------------------------------------------------------- NGP Capital Resources Company on Nov. 7 disclosed that it has continued to receive the company's share of monthly production payments from ATP Oil & Gas Corporation, pursuant to its limited- term overriding royalty interests (the "ORRIs") in ATP's Telemark offshore oil and gas properties, in accordance with the Bankruptcy Court's order and subject to a disgorgement agreement executed in August 2012. As of September 30, 2013, the Company's unrecovered investment in the ORRIs was $30.5 million, and it had received aggregate production payments of $21.7 million subject to the disgorgement agreement, $1.7 million of which was received during the third quarter of 2013. Production payments in the third quarter were lower than in previous quarters in part because production from ATP's Gomez properties ceased on April 30, 2013, and also because production from the Telemark properties was temporarily shut-in for scheduled downstream pipeline maintenance. On October 17, 2013, the Bankruptcy Court judge approved the sale of ATP's Telemark properties and other properties operated by ATP to a newly formed company called Bennu Oil & Gas, LLC, which is owned by the lenders to ATP's debtor-in-possession ("DIP") credit facility. The Company's ORRI continues to burden the Telemark properties, subject to a resolution of the issues in our pending lawsuit against ATP. The sale to Bennu closed on November 1, 2013. About ATP Oil Houston, Texas-based ATP Oil & Gas Corporation is an international offshore oil and gas development and production company focused in the Gulf of Mexico, Mediterranean Sea and North Sea. ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP, serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt, APC serve as special counsel. Opportune LLP is the financial advisor and Jefferies & Company is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. ATP disclosed assets of $3.6 billion and $3.5 billion of liabilities as of March 31, 2012. Debt includes $365 million on a first-lien loan where Credit Suisse AG serves as agent. There is $1.5 billion on second-lien notes with Bank of New York 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 seven-member panel of equity security holders has also been appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio, Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel to the Equity Committee. ATP is seeking court approval to sell substantially all of its Deepwater Assets and Shelf Property Assets. BERNARD L. MADOFF: JPMorgan Banker Backed $200-Mil. Loan in 2008 ---------------------------------------------------------------- Erik Larson, writing for Bloomberg News, reported that a former JPMorgan Chase & Co. banker who managed Bernard Madoff's account said the con man was on track to receive a $200 million loan less than a month before his arrest if the request hadn't been dropped. According to the report, Daniel Bonventre, one of five ex-Madoff employees on trial for allegedly aiding the fraud, asked JPMorgan in November 2008 to borrow twice Madoff's credit limit of $100 million, with U.S. Treasuries as collateral, Mark Doctoroff, who left the bank last year, testified on Nov. 7 in federal court in Manhattan. "They are doing well financially," Doctoroff said of Madoff's securities firm in an e-mail to JPMorgan's credit department on Nov. 17, 2008, the report related. "They are looking at the current market as an opportunity to make investments, true to their value investing style." The five former employees are accused of helping Madoff hide his fraud from customers, banks and regulators for years, and getting rich in the process, the report noted. It's the first criminal trial stemming from the scheme, which prosecutors say started in the early 1970s and imploded at the peak of the financial crisis. The loan was part of a last-ditch attempt by Madoff to secure cash as his Ponzi scheme was collapsing and Bonventre's role in the application process was one of the many examples of his involvement in the fraud, prosecutors have said, the report further related. The case is U.S. v. O'Hara, 10-cr-00228, U.S. District Court, Southern District of New York (Manhattan). About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has paid about 58 percent of customer claims totaling $17.3 billion. The most recent distribution was in March 2013. Mr. Picard has collected about $9.35 billion, not including an additional $2.2 billion that was forfeit to the government and likewise will go to customers. Picard is holding almost $4.4 billion he can't distribute on account of outstanding appeals and disputes. The largest holdback, almost $2.8 billion, results from disputed claims. BERNARD L. MADOFF: SIPC Wants JPMorgan Suit Revived in High Court ----------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the trustee for Bernard Madoff's investment firm is entitled to sue JPMorgan Chase & Co. and other banks accused of facilitating Madoff's Ponzi scheme, the Securities Investor Protection Corp. said in a filing with the U.S. Supreme Court. According to the report, SIPC implored the Supreme Court in papers filed Nov. 8 to review and reverse a June ruling by the U.S. Court of Appeals in New York that the trustee, Irving Picard, is tainted by the Madoff fraud and barred from suing those who enabled theft. Bernard L. Madoff Investment Securities Inc. began liquidating in December 2008 with the appointment of Picard as trustee under the Securities Investor Protection Act. As trustee, Picard asked permission in October for an appeal to the high court seeking to reinstate $30.6 billion in lawsuits against the banks. SIPC faulted the New York-based U.S. Court of Appeals for the Second Circuit for disagreeing with other circuits, saying it misread SIPA in barring Picard from asserting claims that customers could bring against alleged perpetuators of the fraud. SIPC said the New York court disregarded plain language in SIPA, which says SIPC is "subrogated" to the claims of "customers." Subrogation, or the right to pursue a claim belonging to someone else, is available, SIPC said, because it paid $800 million to customers covering their claims of as much as $500,000 each. The Second Circuit erred in ruling that subrogation applies only to customers' claims against Madoff, not against third parties such as the banks, according to SIPC. The Second Circuit's dismissal of Picard's claims rested partly on the doctrine of "in pari delicto." This ancient equitable principle prevents someone involved in a fraud from suing someone else involved. The New York court followed cases saying a bankruptcy trustee is perfumed with the bankrupt's stench and thus disabled from suing parties to the fraud. SIPC said the Second Circuit ignored Supreme Court cases commanding that in pari delicto can't "interfere with compelling federal interests" and can't be asserted as a defense "to claims brought under federal securities laws, of which SIPA is a part." The lenders who succeeded in having Picard's suit dismissed will be filing their papers with the Supreme Court on Dec. 9, presumably opposing further review in the high court. Unless the Supreme Court sets aside the New York court's ruling, Picard is unlikely to pay off the entire $17.3 billion in claims resulting from Madoff's fraud. So far, he has paid customers about 54 percent of their claims, calculated as the difference between what they invested and what they withdrew. The New York appeals court ruled that Picard is correct in not paying claims for fictitious profits. Other banks that got Picard's cases dismissed include HSBC Holdings Plc, UBS AG and UniCredit SpA. Defrauded customers can't expect to recover any of the profit shown on their account statements absent a victory against the banks. Fictitious profit claims would have the status of general creditor claims, paid lower down the line than customer claims. The case in the Supreme Court is Picard v. JPMorgan Chase & Co., 13-448, U.S. Supreme Court (Washington). About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has paid about 58 percent of customer claims totaling $17.3 billion. The most recent distribution was in March 2013. Mr. Picard has collected about $9.35 billion, not including an additional $2.2 billion that was forfeit to the government and likewise will go to customers. Picard is holding almost $4.4 billion he can't distribute on account of outstanding appeals and disputes. The largest holdback, almost $2.8 billion, results from disputed claims. BERRY PETROLEUM: S&P Retains 'BB-' CCR on CreditWatch Negative -------------------------------------------------------------- Standard & Poor's Ratings Services said that its 'BB-' corporate credit and other ratings on Denver, Colo.-based Berry Petroleum Co. remain on CreditWatch where S&P placed them on Feb. 22, 2013, with negative implications, pending the closing of the transaction under which Linn Energy would acquire all of Berry Petroleum Co.'s outstanding common stock. The CreditWatch placement followed the announcement that Linn Energy will acquire all of Berry's outstanding shares for a total consideration of $4.3 billion, including Berry's existing debt. On Nov. 4, 2013, Linn and Berry announced that their respective shareholders approved an amendment to the existing merger agreement to extend the termination date to Jan. 31, 2014, from Oct. 31, 2013, and an increase in the exchange ratio to 1.68 shares of LinnCo stock for each outstanding common share of Berry stock, up from the previous ratio of 1.25 shares. Pursuant to the amendment, the transaction is now valued at about $4.9 billion. The transaction is structured as a stock-for-stock merger and is expected to close on or before Jan. 31, 2014. "Resolution of the CreditWatch placement of the ratings on Berry Petroleum will depend both on the ultimate corporate credit rating on Linn Energy, as well as Berry's position in the resulting capital structure," said Standard & Poor's credit analyst Susan Ding. The rating on Linn Energy will depend on S&P's analysis of the combined entity, including its financial and operating strategies and pro forma credit measures. BEVERAGE & MORE: Moody's Rates $180MM Sr. Secured Notes 'Caa2' -------------------------------------------------------------- Moody's Investors Service assigned a Caa2 rating to Beverages & More, Inc.'s ("BevMo") proposed $180 million senior secured notes due 2017, while affirming its Caa1 Corporate Family Rating and Caa1-PD Probability of Default Rating. The stable ratings outlook is maintained. Proceeds from the proposed senior secured notes will be used to repay the company's $125 million senior secured notes due 2014 and $41 million senior secured HoldCo PIK notes due 2015, and pay for transaction expenses. "The proposed refinancing would address BevMo's upcoming maturities", said Moody's analyst Raya Sokolyanska. "However, we anticipate credit protection metrics will remain weak in the intermediate term, including lease-adjusted leverage near 7.0 times and interest coverage as measured by EBITA/interest expense near 1.0 time. The company's growth prospects are limited by the mature nature of alcohol retailing and continuing intense competition from grocery and club stores. Given Moody's projections for weak free cash flow generation, debt repayment potential is also limited." Rating actions: Issuer: Beverages & More, Inc. -- Corporate Family Rating, affirmed at Caa1 -- Probability of Default Rating, affirmed at Caa1-PD -- Proposed $180 million senior secured notes due 2017, assigned Caa2 (LGD4, 63%) The ratings on the existing notes will be withdrawn upon closing of the transaction. All ratings are subject to the receipt and review of final documentation. Ratings Rationale: The Caa1 corporate family rating reflects BevMo's weak credit protection metrics, including pro-forma mid-7.0 times lease- adjusted leverage, interest coverage below 1.0 time, and nominal free cash generation, which stem mainly from the 2007 leveraged buy-out of the company by TowerBrook Capital Partners, L.P. and a subsequent debt-funded dividend. The company's small size, limited geographic footprint relative to other retailers, and the highly competitive nature of the alcohol retail industry are also significant ratings constraints. At the same time, supporting the rating are the company's established position in its core California market, adequate liquidity, resilience of consumer demand, and lack of significant fashion and obsolescence risk. The stable outlook reflects Moody's expectation that BevMo will refinance its upcoming debt maturities in a timely and economical manner and maintain an adequate overall liquidity profile. The outlook also incorporates Moody's projections for modest earnings and credit metrics improvement over time, supported by the maturation of approximately 35 stores opened during 2012-2013 coupled with planned new store growth. The ratings could be downgraded if the company does not refinance its 2014 debt maturities in a timely and economical manner, if operating performance deteriorates, if liquidity weakens in any way, or financial policies become more aggressive. The ratings could be upgraded if the company demonstrates sustained positive same store sales growth, improved operating margins, positive free cash flow, and a commitment towards deleveraging. Specific metrics include debt/EBITDA sustained below 7.0 times and EBITA/interest expense sustained above 1.0 time. Beverages & More, Inc. is an alcoholic beverage retailer. The company operated a total of 144 stores, with 60 in Northern California, 64 in Southern California, 10 in Arizona, and 10 in Washington as of October 5, 2013. Revenues for the last twelve months ended July 13, 2013 were approximately $680 million. Private equity sponsor TowerBrook Capital Partners, L.P. has owned the company since 2007. BIG M: Mandee Stores Blame Bankruptcy on Insurance Company ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Big M Inc. -- previously the operator of Annie Sez, Mandee and Afaze stores -- blamed the women's wear retailer's bankruptcy on Westport Insurance Corp., the provider of property damage and business interruption insurance. According to the report, entering bankruptcy in January with 129 stores, Big M contends in a lawsuit begun last week in New Jersey bankruptcy court that Overland Park, Kansas-based Westport "unreasonably delayed adjustment" of the claim made following damage caused by storm Sandy in October 2012. Big M says in the complaint that Westport's delay and "failure to fully reimburse" caused the retailer's "financial failure" and ensuing Chapter 11 filing. Westport is a unit of Swiss Re AG. Officials at the insurer didn't return a call over the weekend seeking comment on the lawsuit. Receiving no competing bids, Big M was authorized by the bankruptcy court in May to sell the business to YM Inc. from Toronto for $5 million, plus a maximum of $17.5 million for the inventory. Before the sale, Totowa, New Jersey-based Big M operated in eight states, with 84 Mandee stores catering to women ages 16 to 35. Big M was owned by the Mandelbaum family. Initially, Big M said debt included $3.2 million owing on a subordinated secured loan payable to April Vreeland Associates and $15 million in unsecured debt, according to a court filing. Later, Big M filed official lists showing assets and debt both amounting to $21.4 million. Liabilities included $5 million in secured debt, according to the later filing. About Big M Totowa, New Jersey-based Big M, Inc., owner of Mandee, Annie sez, and Afazxe Stores, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-10233) on Jan. 6, 2013, with Salus Capital Partners, LLC, funding the Chapter 11 effort. Judge Donald H. Steckroth presides over the case. The Mandee brand is a juniors fashion retailer with 84 stores in Illinois and along the East Coast. Annie sez is a discount department-store retailer for women with 35 stores. Afaze is 10-store jewelry and accessory chain. Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland, serves as counsel to the Debtor. PricewaterhouseCoopers LLP has been tapped to serve as financial advisor. GRL Capital Advisors LLC's Glenn R. Langberg has been hired to serve as chief restructuring officer. Attorneys at Becker Meisel LLC serve the Debtor as conflicts counsel. The Debtor disclosed $21,384,430 in assets and $21,374,057 in liabilities as of the Chapter 11 filing. The Official Committee of Unsecured Creditors has tapped Cooley Godward Kroish, LLP, as its counsel, and CBIZ Accounting, Tax and Advisory of New York, LLC and CBIZ Mergers & Acquisitions Group as its financial advisor. As reported in the TCR on June 7, the Bankruptcy Court authorized the Debtor to sell substantially all of its assets to YM LLC USA, formerly known as YM Inc USA, pursuant to an asset purchase agreement. BROOKE CORP: Husch Blackwell's Fees Draw Trustee's Objection ------------------------------------------------------------ Law360 reported that the U.S. bankruptcy trustee for an insurance company that went belly-up in 2008 objected in Kansas federal court on Nov. 6 to paying the bill of the company's law firm, Husch Blackwell LLP, saying the estate's nearly $12 million in payments to the firm is unfair to creditors. According to the report, the bankruptcy trustee for Brooke Corp., the defunct insurer, has paid Husch more than $11.7 million, according to the objection. Meanwhile, its pre-bankruptcy unsecured creditors have been awarded $559,000, the trustee wrote in the Nov. 6 objection. About Brooke Corp. Based in Kansas, Brooke Corp. -- http://www.brookebanker.com/-- was an insurance agency and finance company. The company owned 81% of Brooke Capital. The majority of the company's stock was owned by Brooke Holding Inc., which, in turn was owned by the Orr Family. A creditor of the family, First United Bank of Chicago, foreclosed on the BHI stock. The company's revenues were generated from sales commissions on the sales of property and casualty insurance policies, consulting, lending and brokerage services. Brooke Corp. and Brooke Capital Corp. filed separate petitions for Chapter 11 relief on Oct. 28, 2008; Brooke Investments, Inc. filed for Chapter 11 relief on Nov. 3, 2008 (Bankr. D. Kan. Lead Case No. 08-22786). Angela R. Markley, Esq., was the Debtors' in-house counsel. Albert Riederer was appointed as the Debtors' Chapter 11 trustee. He acted as special master of Brooke in prepetition federal court proceedings. Benjamin F. Mann, Esq., John J. Cruciani, Esq., and Michael D. Fielding, Esq,, at Husch Blackwell Sanders LLP, and Kathryn B. Bussing, Esq., at Blackwell Sanders LLP, represented the Chapter 11 trustee as counsel. David A. Abadir, Esq., and Robert J. Feinstein, Esq., at Pachulski Stang Ziehl & Jones LLP, Kristen F. Trainor, Esq., and Mark Moedritzer, Esq., at Shook, Hardy & Bacon, represented the Official Committee of Unsecured Creditors as counsel. The Debtors disclosed assets of $512,855,000 and debts of $447,382,000. On Oct. 29, 2008, the Court granted a motion to jointly administer the bankruptcies of Brooke Corporation, Brooke Capital, and Brooke Investment with the Brooke Corporation bankruptcy case being the lead case. The case was converted to Chapter 7 on June 29, 2009. Christopher J. Redmond was named Chapter 7 Trustee. He is represented by Benjamin F. Mann, Esq., John J. Cruciani, Esq., and Michael D. Fielding, Esq., at Husch Blackwell LLP. BUILDING #19: Obtained Interim Authority to Use Cash Collateral --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts (Eastern Division) gave Building #19, Inc., and its debtor affiliates' interim authority to use cash collateral on the terms and conditions discussed on the record. A further evidentiary hearing will be held on Nov. 15, 2013, at 9:00 AM. The Debtors are required to submit a proposed order that reflects the terms and conditions identified at the hearing. Before the entry of the Interim Order, William K. Harrington, the U.S. Trustee for Region 1, complained that the budget attached to the Collateral Motion permits payments to insiders that may not be warranted under the circumstances. The U.S. Trustee is represented by Eric K. Bradford, Esq. -- Eric.K.Bradford@USDOJ.gov -- United States Department of Justice, in Boston, Massachusetts. Building #19, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on Nov. 1, 2013 (Case No. 13- 16429, Bankr. D. Mass.). Donald Ethan Jeffery, Esq., and Harold B. Murphy, Esq., at Murphy & King, Professional Corporation, in Boston, Massachusetts, serve as the Debtors' bankruptcy counsel. BUILDING #19: Has Interim Authority to Conduct GOB Sales -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts (Eastern Division) gave Building #19, Inc., and its debtor affiliates' interim authority to conduct going out of business sales in order to avoid immediate and irreparable harm. A further evidentiary hearing will be held on Nov. 15, 2013, at 9:00 a.m. The Debtors are required to submit a proposed order that reflects the terms and conditions identified at the hearing. Before the entry of the interim order, William K. Harrington, the U.S. Trustee for Region 1, objected to the Debtors' request to conduct going out of business sales and to retain liquidating consultant. The U.S. Trustee complained that the Debtors have not met their burden under Rule 6003(b) of the Federal Rules of Bankruptcy Procedure of demonstrating that they will suffer immediate and irreparable harm unless the Court approves the GOB Sale Motion prior to (a) the expiration of 21 days after the Petition Date, which is Nov. 22, 2013, (b) the appointment of the Official Committee of Unsecured Creditors, or (c) Nov. 17, 2013, which is the deadline for obtaining a sale order in the Debtors? Oct. 31, 2013 agreement with Gordon Brothers Retail Partners, LLC. Moreover, the U.S. Trustee complained that the GOB Sale Motion does not contemplate the sale of inventory to Gordon Brothers. Gordon Brothers will instead perform consulting services for which it will be compensated off the top, plus a percentage of liquidation sales. The U.S. Trustee said Gordon Brothers is a proposed estate professional, who can only be retained under Sections 327(a) and 328(a) of the Bankruptcy Code and Rule 2014 upon making full disclosure of its prepetition connections with the Debtors and insiders. Furthermore, the U.S. Trustee complained that the GOB Sale Motion authorizes the liquidation of inventories owned by the Debtors, two non-debtor affiliates, and four third party licensees, which violates the Massachusetts going out of business statute. The U.S. Trustee is represented by Eric K. Bradford, Esq. -- Eric.K.Bradford@USDOJ.gov -- United States Department of Justice, in Boston, Massachusetts. Building #19, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on Nov. 1, 2013 (Case No. 13- 16429, Bankr. D. Mass.). Donald Ethan Jeffery, Esq., and Harold B. Murphy, Esq., at Murphy & King, Professional Corporation, in Boston, Massachusetts, serve as the Debtors' bankruptcy counsel. BUILDING #19: Taps Tron Group as Financial Advisers --------------------------------------------------- Building #19, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, to employ The Tron Group, LLC, as financial advisers, to, among other things, oversee store closing sales and assist in the day-to-day management of the Debtors' cash and disbursements. Robert Wexler, the president of Tron, will be paid $350 per hour for his services to the Debtors. Managing directors and accounting managers will be paid $250 per hour and $180 per hour, respectively. The firm will also be reimbursed for any necessary out-of-pocket expenses. Mr. Wexler 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. Prior to the Petition Date, Tron received $12,000 as a retainer from the Debtors. Building #19, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on Nov. 1, 2013 (Case No. 13- 16429, Bankr. D. Mass.). Donald Ethan Jeffery, Esq., and Harold B. Murphy, Esq., at Murphy & King, Professional Corporation, in Boston, Massachusetts, serve as the Debtors' bankruptcy counsel. CAESARS ENTERTAINMENT: Closes Sale of Macau Property for $438MM --------------------------------------------------------------- Caesars Entertainment Corporation completed the sale of all of the equity interests of the subsidiaries that hold its investment in a land concession in Macau to Pearl Dynasty for a total sales price of $438 million. The total sales price is inclusive of $65.7 million of deposits previously received by the Company during the third quarter of 2013. Net proceeds from the sale, after commissions and customary closing costs, amounted to approximately $420 million. About Caesars Entertainment 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's balance sheet at Sept. 30, 2013, showed $26.09 billion in total assets, $27.59 billion in total liabilities and a $1.49 billion total deficit. * * * Caesars Entertainment carries a 'CCC' long-term issuer default rating, with negative outlook, from Fitch and a 'Caa1' corporate family rating with negative outlook from Moody's Investors Service. As reported in the TCR on Feb. 5, 2013, Moody's Investors Service lowered the Speculative Grade Liquidity rating of Caesars Entertainment Corporation to SGL-3 from SGL-2, reflecting declining revolver availability and Moody's concerns that Caesars' earnings and cash flow will remain under pressure causing the company's negative cash flow to worsen. In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings Services said that it lowered its corporate credit ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+' from 'B-'. "The downgrade reflects weaker-than-expected operating performance in the first quarter, and our view that Caesars' capital structure may be unsustainable over the next two years based on our EBITDA forecast for the company," said Standard & Poor's credit analyst Melissa Long. CARA OPERATIONS: DBRS Places 'B' Issuer Rating Under Review ----------------------------------------------------------- DBRS has placed the Issuer Rating and Senior Secured Second-Lien Notes rating of B for Cara Operations Limited (Cara or the Company) Under Review with Positive Implications. The action follows Cara's announcement of its acquisition of Prime Restaurants Inc. (Prime) from Fairfax Financial Holdings Limited (Fairfax) and the investment of Fairfax in Cara (the Transaction). The Transaction is expected to improve Cara's overall business profile, as it solidifies Cara's position as the leading food service operator in Canada. The acquisition of Prime will add 145 restaurants under the brands of East Side Mario's, Casey's, as well as Prime Pubs (under the operating banners of Fionn MacCool's, D'Arcy McGee's, Paddy Flaherty's and Tir nan Og) and the Bier Markt, bringing Cara's total restaurant count to 843. DBRS expects the Transaction will benefit Cara by increasing revenue and EBITDA by approximately 15%, as well as allowing the Company to diversify into the pub business. Cara's financial profile and outlook is expected to improve with the investment from Fairfax. This, combined with the benefits to the business from the acquisition of Prime, may result in a positive rating action such that Cara's Issuer Rating would be more consistent with the BB range. In its review, DBRS will focus on (1) the business risk profile of the combined entity, including the risks associated with integration; (2) Cara's financial risk profile on a pro forma basis; and (3) the Company's longer-term business strategy and financial management intentions. DBRS will proceed with its review as more information becomes available, and aims to resolve the Under Review status by the closing of the Transaction. CAPITOL BANCORP: FDIC Settlement Approval Sought ------------------------------------------------ BankruptcyData reported that Capitol Bancorp and Financial Commerce filed with the U.S. Bankruptcy Court a motion, pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy Procedure, seeking entry of an order authorizing a proposed settlement with the Federal Deposit Insurance Corporation (FDIC) regarding the waiver of the cross-guaranty liability alleged by the FDIC against the Debtors' banks. The motion explains, "First and foremost, the Settlement will result in the waiver of the Cross-Guaranty Liability with respect to the sales of the Banks, thus facilitating those sales consistent with the Plan. Moreover, pursuant to the Settlement, 15 percent of the proceeds from each sale will go to the Debtors' estates for distribution in accordance with the Plan (or, if the Plan is not confirmed, the Bankruptcy Code and applicable law). Because the FDIC contends that it has no obligation to waive the Cross-Guaranty Liability or share any portion of the net proceeds of the sales of the Banks with the Debtors' estates, 15 percent of such proceeds is considerably beneficial to the estates. Indeed, it is reasonably believed that, without the Settlement, and the corresponding prompt waiver of Cross-Guaranty Liability, the pending purchaser of the Remaining Banks will exercise its contractual right to terminate the sale transaction, and the Debtors will almost certainly be unable to locate an alternate purchaser. Additionally, a failure to enter into the Settlement would delay the administration of the Debtors' estates at a time when the Debtors are attempting to proceed expeditiously toward confirmation of the Plan. A sale of the Banks -- and retaining a portion of the proceeds there from -- is a critical component of the Plan, and without such sales, not only is the Plan process likely to be delayed or derailed, but the Debtors would incur additional ongoing related professional fees and costs. This added complexity, inconvenience, delay and expense associated with a failure to consummate the Bank sales weighs heavily in favor of the Settlement." The Court subsequently approved the Company's ex-parte motion to shorten time on this consideration and scheduled a November 12, 2013 hearing to consider the settlement. About Capitol Bancorp Capitol Bancorp Ltd. and Financial Commerce Corporation filed voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case Nos. 12-58409 and 12-58406) on Aug. 9, 2012. Capitol Bancorp -- http://www.capitolbancorp.com/-- is a community banking company with a network of individual banks and bank operations in 10 states and total consolidated assets of roughly $2.0 billion as of June 30, 2012. CBC owns roughly 97% of FCC, with a number of CBC affiliates owning the remainder. FCC, in turn, is the holding company for five of the banks in CBC's network. CBC is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841, et seq., and trades on the OTCQB under the symbol "CBCR." Lawyers at Honigman Miller Schwartz and Cohn LLP represent the Debtors as counsel. John A. Simon, Esq., at Foley & Lardner LLP, represents the Official Committee of Unsecured Creditors as counsel. In its petition, Capitol Bancorp scheduled $112,634,112 in total assets and $195,644,527 in total liabilities. The petitions were signed by Cristin K. Reid, corporate president. The Company's balance sheet at Sept. 30, 2012, showed $1.749 billion in total assets, $1.891 billion in total liabilities, and a stockholders' deficit of $141.8 million. Prepetition, the Debtor arranged a reorganization plan that was accepted by the requisite majorities of creditors and equity holders in all classes. Problems arose when affiliates of Valstone Partners LLC declined to proceed with a tentative agreement to fund the reorganization by paying $50 million for common and preferred stock while buying $207 million in face amount of defaulted commercial and residential mortgages. CARRANZA MANAGEMENT: Case Summary & 16 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Carranza Management Co. 1232-34 S. 55th Court Suite 14 Cicero, IL 60804 Case No.: 13-43609 Chapter 11 Petition Date: November 7, 2013 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Timothy A. Barnes Debtor's Counsel: Fernando R Carranza, Esq. FERNANDO R CARRANZA & ASSOC 5814 W Cermak Rd. Cicero, IL 60804 Tel: (708) 416-0034 Fax: (708) 416-0043 Email: fcarranza@frclaw.us Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jose Carranza, president/owner. A list of the Debtor's 16 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb13-43609.pdf CHINA PRECISION: MSPC Replaces Moore Stephens as Accountants ------------------------------------------------------------ China Precision Steel, Inc., received a letter from Moore Stephens Hong Kong informing the Company that, effective from Oct. 31, 2013, Moore Stephens will resign as the independent accountant for the Company. Moore Stephens' report on the financial statements for the fiscal years ended June 30, 2013, and 2012, contained no adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principle, other than for a going concernemphasis-of-matter paragraph in its report on the Company's June 30, 2013, consolidated financial statements. The resignation was not a result of any disagreement with the Company. Effective on Oct. 31, 2013, the Company, upon the recommendation of the Audit Committee of the Board of Directors, engaged MSPC Certified Public Accountants and Advisors, A Professional Corporation, as the Company's new independent registered public accounting firm. MSPC and Moore Stephens are both independent members of Moore Stephens International. During the fiscal years ended June 30, 2013, and 2012, and the subsequent interim period prior to the engagement of MSPC, the Company has not consulted MSPC regarding (i) the application of accounting principles to any specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company's financial statements, and either a written report was provided to the Company or oral advice was provided that the new accountant concluded was an important factor considered by the registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(o)(1)(iv)) or a reportable event (as defined in Item 304(a)(1)(v)). About China Precision China Precision Steel Inc. is a niche precision steel processing company principally engaged in the production and sale of high precision cold-rolled steel products and provides value added services such as heat treatment and cutting medium and high carbon hot-rolled steel strips. China Precision Steel's high precision, ultra-thin, high strength (7.5 mm to 0.05 mm) cold- rolled steel products are mainly used in the production of automotive components, food packaging materials, saw blades and textile needles. The Company primarily sells to manufacturers in the People's Republic of China as well as overseas markets such as Nigeria, Thailand, Indonesia and the Philippines. China Precision Steel was incorporated in 2002 and is headquartered in Sheung Wan, Hong Kong. China Precision incurred a net loss of $68.93 million on $36.52 million of sales revenues for the year ended June 30, 2013, as compared with a net loss of $16.94 million on $142.97 million of sales revenues during the prior fiscal year. As of June 30, 2013, the Company had $119.92 million in total assets, $67.01 million in total liabilities, all current, and $52.91 million in total stockholders' equity. Moore Stephens, Certified Public Accountants, in Hong Kong, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the Company has suffered a very significant loss in the year ended June 30, 2013, and defaulted on interest and principal repayments of bank borrowings that raise substantial doubt about its ability to continue as a going concern. CHROMAFLO ACQUISITION: Moody's Assigns 'B3' Corp. Family Rating --------------------------------------------------------------- Moody's Investors Service has assigned a corporate family rating (CFR) of B3 and a probability of default rating (PDR) of B3-PD to Chromaflo Acquisition Company LLC. Concurrently, Moody's has assigned a B2 rating to Chromaflo's proposed $350 million first- lien senior secured credit agreement and a Caa2 rating to the company's proposed $130 million second-lien senior secured credit facility due 2020. The $350 million first-lien senior secured credit facility consists of a $40 million revolving credit facility (RCF) due 2018 and a $310 million term loan B facility due 2019. The outlook on the ratings is stable. This is the first time that Moody's has assigned ratings to Chromaflo, and all ratings are subject to the receipt of final debt documentation. US-headquartered Chromaflo Technologies LLC and Finland-based CPS Group OY recently announced a pending transaction that would see CPS Group OY's colorants division, known as CPS Colorants, combine with Chromaflo Technologies LLC. None of these entities are rated. The transaction is expected to close by the end of 2013. Moody's understands that proceeds from the proposed first-lien and second- lien senior secured credit facilities will be used to (1) repay the existing debt of the combining entities; (2) fund an estimated $130 million shareholder dividend; and (2) pay fees and expenses. "Chromaflo's B3 CFR reflects the limited operating and (audited) financial history of the newly formed company, and Moody's expectation that, pro forma for the transaction, Chromaflo will exhibit a high level of financial leverage," says Anthony Hill, a Moody's Vice President -- Senior Analyst and lead analyst for Chromaflo. Chromaflo Technologies LLC is owned by funds managed or advised by private equity firm Arsenal Capital Partners. CPS Group OY and CPS Colorant are owned by private equity fund Nordic Capital Fund VI. Assignments: Issuer: Chromaflo Acquisition Company LLC Probability of Default Rating, Assigned B3-PD Corporate Family Rating, Assigned B3 Issuer: Chromaflo Technologies Corp. Senior Secured Bank Credit Facility, Assigned B2 LGD3, 35 % Senior Secured Bank Credit Facility, Assigned B2 LGD3, 35 % Senior Secured Bank Credit Facility, Assigned Caa2 LGD5, 86 % Ratings Rationale: The B3 CFR assigned to Chromaflo reflects the company's limited operating and (audited) financial history, and its high financial leverage, which Moody's expects will be around 5.8x debt/EBITDA (on a Moody's-adjusted basis) for the financial year-end December 2013 and pro forma for the transaction. Chromaflo's rating is also constrained by the company's limited scale and product diversity. Pro forma for the transaction, Moody's expects Chromaflo to generate around $383 million in revenues at financial year-end December 2014, Moody's expects approximately 40% of the company's revenues to be generated from the Americas, 40% from Europe, and the remainder from the Asia-Pacific region. While Moody's expects the company to reduce leverage over the coming quarters, Chromaflo is expected to be exposed to significant integration risks while facing a challenging and competitive global colorant and coatings marketplace. For example, the first main constituent of Chromaflo, Chromaflo Technologies LLC, was only recently created in early 2012 through a combination of Plasticolors Inc. (unrated) and Colortrend (unrated), and as a result has less than two years of operating history, and only nine months of audited financial statements. Equally, Chromaflo's second main constituent, CPS Colorant, has no operating or audited financial history as a standalone entity. However, more positively, the B3 CFR also reflects Moody's positive view that, pro forma for the transaction, Chromaflo will be (1) a leading specialty chemicals producer of colorant systems for the global architectural and industrial coatings industry with a combined track record of maintaining a solid market share position across diverse end-use applications; (2) able to generate solid cash flows despite the soft recovery in both the US and Europe; and (3) able to demonstrate a resilient business model, with solid operating performance and margins. Chromaflo has an adequate liquidity profile primarily supported by its $40 million revolving credit facility (RCF), which is expected to be undrawn at the close of the proposed transaction. Moody's anticipates that the company will generate positive free cash flow over the next 12-18 months and that capital expenditures will be less than $10 million per year. Moody's understands that the term loan B facility will annually require prepayment of 50% of excess cash flow (excess cash flow sweep). However, the rating agency believes that the company will have the ability to reduce prepayment amounts due to planned investments or acquisitions, and will be able adjust the timing of the prepayments. Using Moody's Loss Given Default (LGD) methodology, the PDR is equal to the CFR. This is based on a 50% recovery rate, primarily due to the covenant-lite structure of the senior secured credit facilities. Also in accordance with Moody's LGD methodology, the RCF and first-lien senior secured credit facility are rated B2, one notch above the B3 CFR. This is due to the first-lien senior secured facility's priority over the subordinated $130 million notional second-lien senior secured credit facility, which is rated Caa2, two notches below the CFR. The second-lien senior secured credit facility is notched downwards from the CFR, reflecting its subordinated ranking in the capital structure. The stable outlook reflects Moody's expectation that, pro forma for the transaction, Chromaflo will (1) maintain a Moody's- adjusted EBITDA margin of greater than 15% and generate positive free cash flow; and (2) reduce its indebtedness over the next 18 months through both mandatory debt amortization and excess cash flow sweep. Positive pressure on the rating could materialise once Chromaflo is able to file at least one year of audited financial statements, and if the company is able to (1) maintain a solid operating performance; (2) generate a sustained positive FCF/debt ratio of around 5%; and (3) improve its leverage profile such that its Moody's-adjusted debt/EBITDA ratio is solidly below 5.0x. Conversely, negative pressure on the ratings would emerge if Chromaflo's liquidity profile and credit metrics deteriorate as a result of (1) a weakening of its operational performance; (2) acquisitions; or (3) an aggressive change in its financial policy. Quantitatively, Moody's would also consider downgrading Chromaflo's ratings if (1) its debt/EBITDA ratio rises above 6.0x; or (2) its Moody's-adjusted FCF/debt ratio falls towards 3%. Chromaflo Acquisition Company LLC (Chromaflo) will be the ultimate holding company of the subsidiary guarantors to the group's senior credit facilities. The group will be an independent global supplier of colorant systems for architectural and industrial coatings and thermoset plastics end markets. Chromaflo is expected to be formed through a combination of like businesses in a transaction that is expected to close by financial year-end December 2013. Moody's projects Chromaflo's financial year-end revenues and Moody's-adjusted EBITDA, pro forma for the transaction, will be approximately $383 million and $78.5 million, respectively. CHROMAFLO ACQUISITION: S&P Assigns 'B' Corp. Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Chromaflo Acquisition Co. L.P. The outlook is stable. At the same time, based on preliminary terms and conditions, S&P assigned a 'B' issue-level rating (the same as the corporate credit rating) and a recovery rating of '3' to the proposed $350 million first-lien senior secured facility under which the co-borrowers will be Chromaflo Technologies Corp. and Chromaflo Technologies Finance B.V. The '3' recovery rating indicates S&P's expectation of meaningful (50% to 70%) recovery in the event of payment default. The facility consists of a $40 million revolving credit facility due 2018 and a $310 million first-lien term loan due 2019. S&P also assigned a 'B-' rating (one notch below the corporate credit rating) and a recovery rating of '5' to the $130 million second-lien term loan due 2020 for the same co-borrowers. The '5' recovery rating indicates S&P's expectation of modest (10% to 30%) recovery in the event of payment default. Chromaflo plans to use the new credit facilities to refinance existing debt and pay a dividend. "The ratings on Chromaflo reflect our assessment of its business risk profile as 'weak' and its financial risk profile as 'highly leveraged,' according to our criteria," said Standard & Poor's credit analyst Pranay Sonalkar. S&P assess its management and strategy as fair. Chromaflo is a manufacturer of colorants and chemical dispersions for the architectural and industrial coatings and thermoset plastics market. The company was formed through the acquisition by U.S.-based Chromaflo Technologies Corp. of the colorants business of Finland-based CPS Color Group Oy. The company is projected to have pro forma annual revenues of $384 million. Key risks include significant integration challenges given the transformative nature of the acquisition, cyclical architectural and industrial end markets from which it derives almost all its revenues, and formidable competition from captive units of paint companies who have strong technology capabilities and from large pigment manufacturers who have a raw material cost advantage. These are partially offset by key strengths which include, long- standing relationships with customers for whom it develops custom formulations and a track record of innovation. Furthermore the acquisition, if executed successfully, improves Chromaflo's scale and will enable it to better compete with other industry participants. The outlook is stable. S&P expects the company to achieve and maintain satisfactory operating profitability and generate sufficient free cash flow to support a financial profile consistent with the ratings. S&P also expect the company will maintain its very aggressive financial policy and pursue modest- sized acquisitions and shareholder rewards. S&P's expectations at the current rating include FFO to debt of at least 5% and sufficient availability under its revolver. S&P could lower ratings if difficulties during the integration or operating challenges were to result in FFO to debt of below 5% or if the company's liquidity position deteriorates. This could happen if the company's revenues were to decline 5% and EBITDA margins were to decline by 200 basis points. Given the company's very aggressive financial policy, S&P views an upgrade over the next year as unlikely. CO-SIGNER INC: Refinances Legacy Debt & Cures Past Defaults ----------------------------------------------------------- Co-Signer, Inc. on Nov. 8 disclosed that it has refinanced its two largest convertible notes, and, in the process, cured past defaults and avoided a costly discounted conversion. Additionally, the Company acquired new working capital and transitioned its variable conversion rate debt to fixed. The Company through its wholly-owned subsidiary, Co-Signer.com, is the nation's premier commercial provider of residential rent assurance services offering rental guarantees on behalf of tenant clients to landlords, property managers, leasing agents and others that may be responsible for residential leasing. The two notes were the two largest obligations of the legacy business which were retained after the Company otherwise sold the business operations and other debts to its former CEO. One note, involving a conversion discount to market of 45% was paid off through a new loan with a fixed conversion rate of $0.075. The note had become due and this refinancing gave the company an additional 30 days to pay the obligation on more favorable terms. The other note, the Company's largest, was restructured with the creditor's cooperation, on more favorable terms, curing a long past default and cancelling the default interest charges. As part of this restructuring, the Company rolled a large amount of its currently due accounts payable owed to the creditor into the note and extended the due date on the entire amount owed until May 31, 2014. The Company also negotiated two additional debt accommodations, raising additional capital to be used for business operations. For these funds the Company issued two new convertible notes at a fixed rate of $.075 per share. "We are very pleased with this refinancing and additional capital," said Darren Magot the Company's Interim CEO and President. "We believe that this has dramatically improved our financial position and cleaned up most of the debt we inherited from our recent merger. We are very thankful for the cooperation and support we received from our creditors in eliminating the past defaults and extending the due date on the note." Mr. Magot added, "We are excited about the continuing interest in Co-Signer's branded web site and residential guarantee services, including the meetings we have with other exhibitors at the upcoming National Association of Realtors Expo this weekend in San Francisco. We believe our shareholders our being served well by the company's business strategy and aggressive development." Further information regarding the refinancing of the notes can be found in the Company's report on form 8K filed with the Securities and Exchange Commission. For landlords, property managers and tenants seeking more information about the Company's subsidiary that provides residential rent assurance commonly known as rent guarantees, please visit http://www.Co-Signer.comor e-mail Rebecca@Co-Signer.com About Co-Signer, Inc. Co-Signer, Inc. is a financial and real estate services company. Its wholly-owned subsidiary, Co-Signer.com, Inc. is a commercial provider of residential rent assurance services offering rental guarantees on behalf of tenant clients to landlords, property managers, leasing agents and others that may be responsible for residential leasing. COBRA ELECTRONICS: In Talks to Finalize Credit Amendment Terms -------------------------------------------------------------- Cobra Electronics Corporation on Nov. 8 disclosed that the Company did not meet the required minimum fixed charge coverage ratio for the third quarter under its credit agreement by a small margin largely due to the timing of certain sales. The Company is working with its lenders to finalize the terms of an amendment to the credit agreement containing a waiver of any third quarter non-compliance with the minimum fixed charge coverage ratio and increasing the applicable margin under the credit agreement. The Company reported net income of $394,000, or $0.06 per share, for the third quarter of 2013 as compared to net income of $564,000, or $0.09 per share, for the third quarter of 2012. In addition, there was operating income of $124,000 for the current quarter compared to operating income of $304,000 in the same quarter last year. These results reflected a drop in gross margin of more than two points that was partially offset by an increase in net sales and lower selling, general and administrative (S,G&A) expenses. Consolidated net sales were $29.0 million compared to $27.7 million in the third quarter of 2012, with the Cobra segment reporting a $1.5 million, or 6.2%, increase in sales and the Performance Products Limited ("PPL") segment reporting a sales decrease of $122,000, or 3.3%. The sales increase for the Cobra segment resulted from higher domestic sales of Detection products, Two-Way radios, and a new category, Dash Cams, which were limited as a result of supplier constraints. The increase in sales of Detection products reflected strong demand for certain new products and the higher sales of Two-Way radios resulted from improved sell-through and additional placement. However, these increases were partially offset by a decrease in sales of Truck Navigation products as a result of lower sell-through at travel centers and increased competition. The PPL sales decrease was attributable to a continued difficult economic environment in Europe and increased competition in Truckmate(TM) navigation products. Consolidated gross margin was 25.7 percent compared to 28.1 percent in the third quarter of 2012 primarily as a result of a less favorable sales mix and competitive pricing pressures. The gross margin for the Cobra segment was 24.7 percent compared to 27.0 percent in the third quarter of last year due to increased sales of lower margin products and more close-out sales at reduced margins. Also contributing to the lower gross margin in the Cobra segment were competitive pricing pressures on sales of Detection products into Eastern Europe. PPL's gross margin decreased to 32.7 percent from 35.3 percent last year reflecting mainly competitive pricing pressures and an unfavorable product mix. "We are pleased with the growth in revenue, however, we remain disappointed that our margins were lower than both our expectations and compared to the third quarter of 2012. Nevertheless, we believe that the increase in net sales and a return to profitability in the third quarter of 2013 are encouraging signs that our Company has turned the corner heading into the fourth quarter, which is typically the strongest quarter of our Company's fiscal year" said Jim Bazet, Cobra's Chairman and Chief Executive Officer. SG&A expenses were $7.3 million in the third quarter of 2013 compared to $7.5 million in the prior year's quarter. Fixed expenses declined as a result of lower management incentive expense and implementation of expense reduction measures. However, these decreases were partially offset by higher variable selling expenses, which reflected an increase in sales to customers with higher promotional funds. Interest expense for the third quarter of 2013 was $205,000 compared to $277,000 for the third quarter of 2012 primarily due to lower debt. Other income was $359,000 compared to other income of $336,000 in the prior year's quarter primarily due to a higher gain on the cash surrender value of life insurance that the Company owns for the purpose of funding deferred compensation programs for certain current and former officers of the Company. A tax benefit of $116,000 was recorded in the current quarter as compared to a $201,000 tax benefit in the third quarter of 2012 mainly due to a drop in the UK tax rate for PPL. Interest-bearing debt decreased to $19.8 million as of September 30, 2013 compared to $22.6 million at September 30, 2012. Cash on hand at September 30, 2013 was $2.3 million as compared to $3.4 million at September 30, 2012 mainly due to the timing of cash receipts. Inventory at the end of the third quarter decreased to $37.5 million from $38.9 million at September 30, 2012 as a result of the higher sales. Accounts receivable at the end of the quarter were $15.2 million, a decrease from $17.9 million one year earlier. On a year-to-date basis, consolidated net sales were $76.2 million compared to $83.2 million for the same period of 2012. In addition to the sales decrease, a lower gross margin of more than two points and significantly increased SG&A expenses for the Fleming patent litigation resulted in an operating loss of $3.5 million for the first nine months of 2013 as compared to a $1.9 million operating income for the prior year's period. The net loss for the year-to-date was $3.1 million, or $0.47 per share, as compared to a net income of $1.8 million or $0.27 per share in the prior year's period. In discussing the outlook for the fourth quarter of 2013, as well as the entire year, Mr. Bazet said, "We are continuing to implement several actions which began in the third quarter of 2013 that are aimed at significantly improving our financial performance. Some of these actions include substantially reducing operating expenses, adding meaningful sales of several exciting new products and taking certain steps to promote and improve distributor sales. We believe that these steps will enable the Company to achieve a higher operating income in the fourth quarter of 2013 than in the fourth quarter of 2012. However, even absent the Fleming litigation expenses, the Company anticipates a lower operating income in fiscal year 2013 compared to fiscal year 2012 due to the losses experienced in the first half of 2013." Cobra will be conducting a conference call on November 8, 2013 at Based in Chicago, Illinois, Cobra Electronics Corporation -- http://www.cobra.com/-- designs and markets communication and navigation products. Building upon its leadership position in the GMRS/FRS two-way radio, radar detector and Citizens Band radio industries, Cobra identified new growth opportunities and has aggressively expanded into the marine market and has expanded its European operations. The Consumer Electronics Association, Forbes and Deloitte & Touche have all recently recognized Cobra for the Company's innovation and industry leadership. COUNTRYWIDE FIN'L: BofA Should Pay $863MM in Fannie Mae Case ------------------------------------------------------------ David E. Rovella, writing for Bloomberg News, reported that Bank of America Corp. should pay the maximum penalty of $863 million for selling defective loans to Fannie Mae and Freddie Mac, given the egregiousness of the fraud, U.S. prosecutors told a federal judge. According to the report, Bank of America's Countrywide unit was found liable by a jury in Manhattan federal court last month for selling the government-sponsored entities thousands of defective loans in the first mortgage-fraud case brought by the U.S. to go to trial. The bank's fraud was "simple but brazen," prosecutors wrote in a court filing on Nov. 9, the report related. "They made bad loans and they knowingly sold those bad loans as good loans to cheat Fannie Mae and Freddie Mac out of money." Given the measure of Countrywide's culpability, the public injury and the bank's ability to pay, the government said the maximum penalty under the law was warranted -- the gross loss suffered by the entities under the scheme, the report said. U.S. District Judge Jed Rakoff, who presided over the trial, told lawyers last month he would determine the amount of any penalty at a later date, the report further related. Arguments in the matter are scheduled for Dec. 5. The case is U.S. v. Countrywide Financial Corp., 12-cv-01422, U.S. District Court, Southern District of New York (Manhattan). About Countrywide Financial Based in Calabasas, California, Countrywide Financial Corporation (NYSE: CFC) -- http://www.countrywide.com/-- originated, purchased, securitized, sold, and serviced residential and commercial loans. In mid-2008, Bank of America completed its purchase of Countrywide for $2.5 billion. The mortgage lender was originally priced at $4 billion, but the purchase price eventually was whittled down to $2.5 billion based on BofA's stock prices that fell over 40% since the time it agreed to buy the ailing lender. About Fannie Mae Federal National Mortgage Association, aka Fannie Mae, is a government-sponsored enterprise that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. The U.S. Department of the Treasury owns Fannie Mae's senior preferred stock and a warrant to purchase 79.9 percent of its common stock, and Treasury has made a commitment under a senior preferred stock purchase agreement to provide Fannie with funds under specified conditions to maintain a positive net worth. As of June 30, 2013, Fannie Mae had $3.28 trillion in total assets, $3.26 trillion in total liabilities and $13.24 billion in total equity. Fannie Mae has operated under the conservatorship of the Federal Housing Finance Agency since Sept. 6, 2008. Fannie Mae has not received funds from Treasury since the first quarter of 2012. The funding the company has received under the senior preferred stock purchase agreement with the U.S. Treasury has provided the company with the capital and liquidity needed to maintain its ability to fulfill its mission of providing liquidity and support to the nation's housing finance markets and to avoid a trigger of mandatory receivership under the Federal Housing Finance Regulatory Reform Act of 2008. For periods through March 31, 2013, Fannie Mae has requested cumulative draws totaling $116.1 billion. Under the senior preferred stock purchase agreement, the payment of dividends cannot be used to offset prior Treasury draws. Accordingly, while Fannie Mae has paid $35.6 billion in dividends to Treasury through March 31, 2013, Treasury still maintains a liquidation preference of $117.1 billion on the company's senior preferred stock. In August 2012, the terms governing the company's dividend obligations on the senior preferred stock were amended. The amended senior preferred stock purchase agreement does not allow the company to build a capital reserve. Beginning in 2013, the required senior preferred stock dividends each quarter equal the amount, if any, by which the company's net worth as of the end of the preceding quarter exceeds an applicable capital reserve amount. The applicable capital reserve amount is $3.0 billion for each quarter of 2013 and will be reduced by $600 million annually until it reaches zero in 2018. The amount of remaining funding available to Fannie Mae under the senior preferred stock purchase agreement with Treasury is currently $117.6 billion. Fannie Mae is not permitted to redeem the senior preferred stock prior to the termination of Treasury's funding commitment under the senior preferred stock purchase agreement. DALLAS ROADSTER: Has Confirmed Third Amended Plan ------------------------------------------------- The Hon. Brenfa T. Rhoades has confirmed the Third Amended Plan of Reorganization, as modified, of Dallas Roadster, Limited, et al., pursuant to Sec. 1129 of the Bankruptcy Code. The modifications to the Third Amended Plan contained in the First Modification to the Third Amended Plan, dated Oct. 24, 2013, have been accepted by Texas Capital Bank and Alberto Dal Cin, which are the only holders of Claims to which the modifications constitute a material change, and as to all other Classes of Claims or Equity Interests the modifications do not materially adversely affect or change the treatment of such Claims or Equity Interests. A full-text copy of the First Modification to Corrected Third Amended Plan of Reorganization of the Debtors is available at: http://bankrupt.com/misc/DALLASROADSTER_planmodification1.pdf A full-text copy of the Confirmation Order dated Oct. 30, 2013, along with the Corrected Third Amended Plan, is available for free at http://bankrupt.com/misc/DALLASROADSTER_ConfOrd.pdf As reported in the Sept. 25, 2013 edition of The Troubled Company Reporter, the Amended Disclosure Statement revealed that as Dallas Roadster's general partner, IEDA Enterprise, is liable for all debts of Dallas Roadster. The Plan is based on Dallas Roadster continuing its operations as it has in the past. Payment of all claims against Dallas Roadster is made from revenue generated by the Debtor's operations. The Plan proposes full payment of all Allowed Claims. About Dallas Roadster and IEDA Enterprises Dallas Roadster, Limited, owns and operates an auto dealership with locations in both Richardson and Plano, Texas. IEDA Enterprises, Inc., is the general partner of Roadster. Dallas Roadster and IEDA Enterprises filed for Chapter 11 bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on Dec. 12, 2011. Chief Judge Brenda T. Rhoades oversees both cases. J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the Debtors' bankruptcy counsel. Dallas Roadster disclosed $9,407,469 in assets and $4,554,517 in liabilities as of the Chapter 11 filing. The Debtors' assets were placed under the care of a receiver on Nov. 16, 2011, pursuant to a state court action by Texas Capital Bank, National Association. No trustee has been appointed in the Chapter 11 cases. DEL MONTE FOODS: Moody's Assigns First-Time B2 Corp. Family Rating ------------------------------------------------------------------ Moody's Investors Service, Inc. has assigned a first-time B2 Corporate Family Rating ("CFR") and B2-PD Probability of Default Rating to Del Monte Foods, Inc. (formerly "Del Monte Foods Consumer Products, Inc."), an entity formed by Philippines-based Del Monte Pacific Limited ("DMPL") to facilitate its acquisition of the consumer products business of unaffiliated San Francisco- based, Del Monte Corporation ("Del Monte") for $1.7 billion. Moody's also assigned ratings to $930 million of proposed debt securities being raised to fund the transaction, including B2 on a proposed $650 million 7-year senior secured first-lien term loan and Caa1 on a proposed $280 million 7.5-year senior secured second-lien term loan. A $350 million 5-year asset backed revolving credit facility ("ABL") also being arranged by Del Monte Foods will not be rated by Moody's. The rating outlook is stable. DMPL will invest about $750 million of cash equity in Del Monte Foods that will be used to fund the transaction, with roughly $1 billion of the purchase price to be funded through the proposed debt offerings at Del Monte Foods. Rating Rationale: The B2 rating reflects Del Monte Foods's high proforma financial leverage, along with declining sales volumes and heavy price competition in the core US packaged fruit and vegetable categories. The rating is supported by the strength of the Del Monte brand that holds a leading share in these categories. A key rating consideration is the indirect controlling ownership by the Campos family that Moody's expects to be a conservative influence on financial policy. The rating is also supported by the company's solid liquidity profile that Moody's expects to include positive free cash flow, abundant availability under the ABL, and the "covenant-lite" structure of the proposed bank term loans. Del Monte Foods will be challenged to turn around several years of declining volumes in the canned fruit and vegetable businesses reflecting a growing preference among consumers for fresh produce. In addition, heavy competition, including a large private label presence in these categories has limited pricing power and pressured margins. "Assuming a modest amount of cost synergies, Moody's expects proforma leverage to exceed 6 times at closing, which could rise if the company is not able to stabilize its core sales volume," commented Brian Weddington, a Moody's Senior Credit Officer. "The B2 rating reflects this risk and allows the company sufficient metric cushion and time to meet unforeseen operational challenges," added Weddington. Rating Assigned: Del Monte Foods Consumer Products, Inc.: Corporate Family Rating at B2; Probability of Default Rating at B2-PD; $650 million first-lien senior secured term loan due 2020 at B2, 48-LGD3; $280 million second-lien senior secured term loan due 2021 at Caa1, 84-LGD5. The outlook is stable. Del Monte Foods's ratings could be downgraded if debt/EBITDA is sustained above 7.5 times or liquidity deteriorates materially. Conversely, the ratings could be upgraded if the company is able to strengthen core operating performance and debt/EBITDA is sustained below 5 times. Upon consummation of the transaction, Del Monte Foods will be a manufacturer and marketer of branded and private label food products for the US and South America retail market. Its brands will include Del Monte in shelf stable fruit, vegetable and tomatoes, Contadina in tomato based products, College Inn in broth and S&W in shelf stable fruit, vegetables and tomatoes. Moody's estimates that Del Monte Foods's first-year annual sales will be approximately $1.8 billion. The company will be headquartered in San Francisco, California. Del Monte Pacific (parent company) and its subsidiaries are not affiliated with other Del Monte companies, including Del Monte Corporation, Fresh Del Monte Produce Inc, Del Monte Canada, Del Monte Asia Pte Ltd and these companies' affiliates. Del Monte Pacific is 67%-owned by NutriAsia Pacific Ltd (NPL). NPL is owned by the NutriAsia Group of Companies which is majority-owned by the Campos family of the Philippines. DEL MONTE FOODS: S&P Assigns 'B' CCR & Rates $650MM Loan 'B+' ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to San Francisco-based Del Monte Foods Inc. (DMF) The outlook is stable. At the same time, S&P assigned a 'B+' issue-level rating to the company's proposed $650 million first lien term loan due 2020. The recovery rating is '2', indicating that lenders could expect substantial (70% to 90%) recovery in the event of a payment default. S&P assigned a 'CCC+' issue-level rating to the company's proposed $280 million second lien term loan due 2021. The recovery rating is '6', indicating that lenders could expect negligible (0% to 10%) recovery in the event of a payment default. All ratings are subject to review upon receipt and review of final documentation. "The ratings reflect our assessment of DMF's leading share positions, strong brand recognition, participation in slower growth categories with a greater degree of private-label penetration, exposure to volatile input costs, and limited brand and geographic diversification," said Standard & Poor's credit analyst Bea Chiem. Proceeds from the new $930 million in first- and second-lien term loans along with $76 million expected to be drawn on the company's proposed $350 million asset-based lending facility (unrated), and $747 million of equity contributed by Del Monte Pacific Limited, are expected to fund the purchase of DMF and to cover transaction fees. DELPHI CORP: Pays $23-Mil. for Toxic Cleanup -------------------------------------------- Law360 reported that the former Delphi Corp. will pay $23.1 million to clean up sites in Michigan and Ohio contaminated with asbestos and other pollutants, settling environmental claims lodged by the states in the auto parts manufacturer's bankruptcy proceedings in New York federal court, the parties said on Nov. 8. According to the report, under the deal, filed in DPH Holdings Corp.'s bankruptcy case, the company will pay cash to clean up three former auto parts plants in Flint and Saginaw, Mich., and an inactive asbestos landfill in Rootstown, Ohio. About Delphi Corp. Based in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- is a global supplier of electronics and technologies for automotive, commercial vehicle and other market segments. Delphi operates major technical centers, manufacturing sites and customer support facilities in 30 countries. The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 05-44481) on Oct. 8, 2005. John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represented the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court confirmed Delphi's plan on Jan. 25, 2008. The Plan was not consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. At the end of July 2009, Delphi obtained confirmation of a revised plan, build upon a sale of the assets to a entity formed by some of the lenders who provided $4 billion of debtor-in-possession financing, and General Motors Company. On Oct. 6, 2009, Delphi's Chapter 11 plan of reorganization became effective. A Master Disposition Agreement executed among Delphi Corporation, Motors Liquidation Company, General Motors Company, GM Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's business among three separate parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3. Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings is responsible for the post-Effective Date administration and eventual closing of the Chapter 11 cases as well as the disposition of certain retained assets and payment of certain retained liabilities as provided under the Modified Plan. Delphi Automotive PLC is UK-based company formed in May 2011 as a holding company for US-based automotive parts manufacturer Delphi Automotive LLP. Delphi Automotive LLP is the successor to the former Delphi Corporation. At the time of its formation, Delphi Automotive PLC filed an initial public offering seeking to raise at least $100 million. DESERT HOT SPRINGS, CA: Laying Groundwork for Municipal Filing -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Desert Hot Springs, California, is initiating procedures required in advance of filing for Chapter 9 municipal bankruptcy. According to the report, facing an unexpected drop in income and running out of cash by March, the city council is considering a declaration of financial emergency, required before California cities can file bankruptcy. The city near Palm Springs has a population of 26,000. If Desert Hot Springs files for Chapter 9 protection, it would join Stockton and San Bernardino, the other California cities currently in bankruptcy. DETROIT, MI: NAACP Can't Challenge Emergency Manager Law -------------------------------------------------------- Law360 reported that the Michigan bankruptcy judge overseeing Detroit's landmark Chapter 9 case refused on Nov. 6 to lift an automatic stay on the NAACP's suit challenging a law enabling state-appointed managers to take control of struggling municipalities, saying the suit could threaten the city's bankruptcy proceeding. According to the report, U.S. Bankruptcy Judge Steven Rhodes upheld the stay on the suit by the Detroit and Michigan branches of the NAACP, which claim Michigan's Public Act 436 is unconstitutional and deprives minorities of their right to vote by allowing unelected emergency managers to rule. The case is Detroit NAACP et al v. Snyder et al., Case No. 2:13- cv-12098 (E.D. Mich.) before Judge Paul D. Borman. The case was filed on May 13, 2013. About Detroit, Michigan The city of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The city's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. DETROIT, MI: U.S. Government Supplemental Brief Filed ----------------------------------------------------- BankruptcyData reported that the United States of America filed with the U.S. Bankruptcy Court a supplemental brief in support of the constitutionality of Chapter 9. In its brief, the United States of America responds to (1) the American Federation of State, County and Municipal Employees' (AFSCME) supplemental brief regarding eligibility and (2) the supplemental brief of the official committee of retirees "regarding ripeness." As with the United States' previous memorandum in support of the constitutionality of Chapter 9 of Title 11 of the United States Code, this filing addresses only those arguments concerning whether Chapter 9 violates the United States Constitution. The brief explains, "AFSCME claims that '[t]he plain language of Article I, Section 10 [of the Constitution]...makes clear that Congress cannot pass a law consenting to an impairment of contracts by the state,' which is what chapter 9 allegedly does....This claim misreads section 10, which articulates no restriction on Congress as opposed to the States. Section 10 of Article I articulates the powers expressly forbidden to the States, not Congress. Section 9 separately prescribes those powers forbidden to Congress....In short, States -- not Congress -- are bound by the restrictions in section 10. A plain reading of that section confirms this....In this case, however, the challenged law (chapter 9) is not one passed by a State. It is a federal law subject to the scope of Congress's powers set forth in sections 8 and 9 but not section 10. Simply put, chapter 9 cannot violate section 10 because it is not a law passed by a State." The brief continues, "To demonstrate standing, the Committee claims its members have suffered an injury in fact from the Debtor's mere filing of chapter 9 because they have (1) had to make adjustments to their current habits and future plans and (2) lost negotiating leverage with the Debtor over the possible impairment of pension benefits....The cases the Committee cites are, however, inapposite....Here, no provision of chapter 9 imposes a similar requirement on the Committee's members that necessitates they expend personal funds or change saving habits. Unlike under the Affordable Care Act, the Committee's members are not in danger of being penalized under any provision of chapter 9 if they do not change their spending and saving habits....Nor has chapter 9 itself vested the Debtor with a specific, statutory bargaining chip to eliminate pension benefits; absent creditor consent, the Debtor must still obtain this Court's approval of any plan of adjustment that proposes the impairment of such benefits or, for that matter, the impairment of any claims....The Committee's challenge is also not ripe. The Committee contends its constitutional objection is ripe for adjudication because its 'members need not wait until their pension benefits are impaired in violation of the [Michigan Constitution] Pension Clause,' when the Debtor has made manifest its intent to impair those benefits....But the ripeness cases the Committee cites differ in one key aspect from this case -- this Court must approve any plan of adjustment in which the Debtor seeks to impair pension benefits. The Debtor cannot impair those benefits unless and until this Court says that it can." About Detroit, Michigan The city of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The city's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. DETROIT, MI: Retirees Get February Extension on Health Care ----------------------------------------------------------- Joe Guillen, writing for The Detroit Free Press, reported that Detroit emergency manager Kevyn Orr's office on Nov. 8 announced an agreement to extend current health care coverage for retired city workers through Feb. 28. According to the report, the extension delays the city's plan to cut off health care coverage for retirees at the end of the year. Retirees do not have to do anything to maintain their medical, prescription and dental coverages, Orr's office said. Retirees were told last month they would either shift to Medicare or receive a $125 monthly stipend to pay for health care, the report related. Retiree groups filed a lawsuit to halt the new plan, which was to take effect Jan. 1. "This decision allows all retirees to maintain their health care coverage while the parties continue to negotiate what retiree health care benefits will be offered and how they will be administered," Orr said in a statement, the report cited. "The city will negotiate in good faith, and as expeditiously as possible, the health benefit arrangement for the remainder of 2014 and beyond to create a long-term solution for the city's retiree health obligations." This week, the city will mail letters to retirees with more information about the extension, the report said. About Detroit, Michigan The city of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The city's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. DETROIT, MI: Did Not Negotiate Prior to Filing for Chapter 9 ------------------------------------------------------------ Joseph Lichterman, writing for Reuters, reported that the financial adviser for Detroit's two pension funds testified in federal court on Nov. 7 that the city did not negotiate prior to filing the largest municipal bankruptcy in U.S. history in July. According to the report, the adviser's testimony came on the eighth day of an eligibility trial as Detroit tries to prove to U.S. Bankruptcy Judge Steven Rhodes that it is insolvent and that it acted in good faith when it deemed negotiations were just impractical. "In your judgment, did any negotiations take place between the city and the retirement systems prior to the Chapter 9 filing?" pension fund attorney Ron King asked Bradley Robins, who is advising the funds, the report related. "No," said Robins, who heads Greenhill & Co's financing advisory & restructuring for North America, the report cited. Lawyers for the city, the unions, the retirees and the pension funds opposed to the bankruptcy began their closing arguments on Nov. 8, the report further related. Quick Resolution Dan Burns, writing for Reuters, reported that Michigan Governor Rick Snyder is optimistic that Detroit's bankruptcy case can be wrapped up during the remaining tenure of the emergency manager he installed to run the cash-strapped city, he said on Nov. 8. According to the report, Snyder, a first-term Republican, appointed bankruptcy attorney Kevyn Orr to an 18-month posting as the city's de facto chief executive in March, a role that effectively shoved aside the city's elected mayor and city council. Then in July, with Snyder's approval, Orr filed the largest municipal bankruptcy in U.S. history, citing a mountain of debt and liabilities in excess of $18 billion. Orr has said he expects to depart by September 2014 at which point he also expects Detroit to emerge from bankruptcy, the report related. The federal judge presiding over Detroit's bankruptcy also has indicated he is seeking to move the case speedily through bankruptcy court. Municipal bankruptcies are rarities, and a handful of recent cases have taken years to resolve, the report said. That raises the prospect that Orr's tenure may expire before the case he orchestrated is resolved. Snyder, in an interview with Reuters during an economic development tour to New York, said that while he expects the city to opt to terminate Orr's role at the end of 18 months, he is hopeful that the case is proceeding quickly enough to allow it to conclude before that deadline, the report further related. Trial Ended Nov. 8 Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Detroit's eight-day trial on eligibility for municipal bankruptcy ended Nov. 8 with closing arguments. According to the report, unions and retirees are trying to show that the city never had any intention of negotiating seriously because filing bankruptcy was a preordained strategy. To counter Detroit's argument that worker representatives didn't negotiate, a union financial adviser said the city's offer wasn't a "serious proposal," thus leaving him no ability to make a counter offer. Unlike companies in Chapter 11 reorganization, a municipality must show eligibility for Chapter 9 by proving insolvency and good faith. Detroit workers are attacking the good faith prong of the eligibility test. About Detroit, Michigan The city of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The city's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. DETROIT, MI: Muni Bond Insurers Sue on Ad Valorem Taxes ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Detroit was sued by three municipal bond insurers claiming the city is required by the Michigan Constitution to devote whatever is needed from ad valorem taxes toward full payment of $369.1 million in a species of municipal debt known as unlimited tax bonds. According to the report, in almost identical suits filed Nov. 8 in U.S. Bankruptcy Court in Detroit, Ambac Assurance Corp., National Public Finance Guarantee Corp. and Assured Guaranty Municipal Corp. said they together guaranteed $310 million of the bonds. The insurance companies said the city was forced to sell unlimited tax bonds because it had reached the maximum ad valorem tax rate prescribed in the Michigan Constitution. To issue the bonds, Detroit was required to have voters approve the bonds in a referendum. Once the bonds were issued, the insurance companies contend, the state constitution requires Detroit to adopt whatever tax rate is necessary to pay them. In addition, tax proceeds must be segregated and not used for any other purpose. The insurance companies said in the papers that Detroit breached its obligations by not holding aside $9.4 million of tax revenue in October when a payment was due. Looking ahead, the insurers said the bankruptcy judge should force Detroit to set aside $20 million from $142.5 million in ad valorem taxes due in January. According to the insurance companies, Detroit refused to segregate tax receipts going forward and said it will use tax proceeds for other purposes. The judge should expedite resolution of the lawsuit, according to the insurance companies. They want briefs on both sides filed in December, with a hearing on Dec. 18. The lawsuits may turn out to be another instance in which the bankruptcy court will be forced into deciding whether there's a violation of the federal Constitution if the U.S. Bankruptcy Code is interpreted to allow a municipality to override a state constitution. The bankruptcy judge heard eight hours of closing arguments from nine lawyers on Nov. 8, completing a trial where workers and retirees objected to Detroit's right to enjoy municipal bankruptcy protection. The bankruptcy judge said he will rule after the contending parties file briefs this week. Federal constitutional issues are among those the judge will decide. Conceivably, he could make conclusions about the ability of federal bankruptcy law to overpower a state constitution, and in the process decide some of the arguments made at trial by the bond insurers. In the trial that began Oct. 23, workers take the position that the city never negotiated seriously with creditors beforehand and therefore can't show good faith required for bankruptcy. About Detroit, Michigan The city of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The city's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. DIGERATI TECHNOLOGIES: Says Venue Transfer Order Not Appealable --------------------------------------------------------------- Digerati Technologies, Inc., insists that the Bankruptcy Court ruling denying transfer of venue of its Chapter 11 case is an interlocutory order that is not appealable by right. Thus, in court papers filed in later October, the Debtor asserted that the Amended Emergency Motion of Rhodes Holdings, LLC, Sonfield & Sonfield, P.C., Robert L. Sonfield, Jr., Robert C. Rhodes, William E. McIlwain, and WEM Equity Investments, Inc., for a determination that the Order Denying the Transfer Venue Motion is a Final Appealable Order, or for leave to Appeal the Venue Transfer Denial Order should be denied. Rhodes Holdings, et al., in a June 27 motion, challenged the venue of the Southern District of Texas. It sought venue transfer of Digerati's Chapter 11 case to the U.S. Bankruptcy Court for the Western District of Texas. The Bankruptcy Court entered an order on Sept. 30, denying the Venue Motion. The Debtor further asserts that the Appeal and Emergency Motion are both baseless and should be denied. "[The Bankruptcy] Court [of the Southern District of Texas] denied the Venue Motion which only involved the designation of the forum in which this case will be administered. The Venue Motion did not finally end any ligitation," Edward L. Rothberg, Esq., of Hooever Slovacek LLP, argues on behalf of the Debtor. "The Motion is nothing more than another veiled attempt at forum shopping by [Rhodes Holdings, et al.]" About Digerati Technologies Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013. Digerati -- http://www.digerati-inc.com-- is a diversified holding company which owns operating subsidiaries in the oil field services and the cloud communications industry. Digerati and its subsidiaries maintain Texas Offices in San Antonio and Houston. The Debtor has no independent operations apart from its subsidiaries. The Debtor's subsidiaries include Shift 8 Networks, a cloud communication service, Hurley Enterprises, Inc., and Dishon Disposal, Inc., both oil field services companies. The Debtor disclosed $60 million in assets and $62.5 million in liabilities as of May 29, 2013. Bankruptcy Judge Jeff Bohm oversees the case. Deirdre Carey Brown, Esq., Annie E. Catmull, Esq., Melissa Anne Haselden, Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, at Hoover Slovacek, LLP, in Houston, represent the Debtor as counsel. The Debtor tapped Gilbert A. Herrera and Herrera Partners as the investment banker. DOLE FOOD: Murdock's Acquisition Brings Downgrade to B- ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Dole Food Co. Inc., the fresh fruit and vegetable producer, will sport a B- corporate rating from Standard & Poor's as the result of the acquisition by Chairman David Murdock of the stock he didn't already own. According to the report, the transaction, completed on Nov. 4, is moving the rating down one grade. The transaction was valued at $2.27 billion, according to data compiled by Bloomberg. The purchase is being financed with a $175 million revolving credit, a $750 million term loan and $300 million in senior secured notes. S&P said the company will end up with $1.1 billion in reported debt and $1.4 billion in adjusted debt, taking operating leases into consideration. S&P gave Westlake Village, California-based Dole an investment- grade rating until December 2002. Moody's took investment-grade status away in June 2001 as a result of what was known as the international banana war. DOMTAR CORP: DBRS Raises Issuer Rating From 'BB(high)' ------------------------------------------------------ DBRS has upgraded the Issuer Rating and Senior Unsecured Notes rating of Domtar Corporation to BBB (low) from BB (high) and changed the trends to Stable from Positive. The upgrade is a reflection of the improving industry conditions, which will support Domtar's ability to maintain strong credit metrics for the current rating as well as stabilize its EBITDA level despite having weakened in the past two years. The upgrade also recognizes the Company's progress in stabilizing its business risk by growing the personal care business to lessen its dependence on the declining paper business. DBRS expects the current ratings to be stable in the medium term in the absence of unexpected actions by the Company to materially weaken the current financial profile such as a material debt-financed acquisition. DBRS has also discontinued the recovery rating previously assigned to the Company's Senior Unsecured Notes. The paper industry in North America has been beset by the ongoing structural decline in the consumption of uncoated freesheet (UFS) paper, Domtar's dominant business, with the advent of the digital age. Supply management by industry participants has moderated the pace of pricing decline but maintaining profitability at a reasonable level is challenging. Domtar's operating performance has been deteriorating in line with the industry. Nevertheless, internal cash generation has been strong even through the recessionary years. Tight control over capital expenditures to well below depreciation was a key contributor to strong free cash flow generation during this period. Furthermore, Domtar has actively paid down debt with the free cash flow. The sharp reduction in debt levels between 2008 and 2010 has significantly strengthened Domtar's financial profile despite weakening profitability. The supply/demand imbalance has pressured pricing and lowered profits through 2012 and the first nine months of 2013. Additionally, the Company has also been active in acquisitions to grow its personal care business, and its decision to return a majority of free cash flow to shareholders has further added to cash usage since 2010. Nevertheless, the Company has continued to generate free cash flow before investments although not enough to fund all the increase in cash usage. Notwithstanding the recent modest increase in debt levels, the Company's balance sheet leverage remains moderate and all debt coverage ratios, albeit weakened slightly, still stay strong for the current rating. Conditions in the paper industry which have been under pressure due to the structural decline in consumption have received a welcome boost. International Paper, the second largest UFS producer in North America behind Domtar, announced the closure of one its large mills in September 2013. This combined with earlier closure announcements by Boise Inc. and Georgia-Pacific is expected to reduce industry capacity by more than 10% by early 2014. These actions will materially improve the supply/demand situation in North America and are expected to materially raise the operating rate of the industry (from about 90% recently to the high 90% range). Therefore, the impact of shrinking demand due to a structural decline in paper use in North America has been muted in the medium term as a result of significant production capacity closures in the next few months. Domtar and other industry producers have already announced price increases effective for late October and more increases are expected in the coming months. DBRS expects that near term price increases should boost Domtar's profitability and the resultant cash flow and strengthen its financial profile. Additionally, the improved supply/demand conditions will provide a supportive operating environment and lessen the head winds to maintain strong credit metrics for the current rating in the medium term. DBRS has recognized that the Company has a conservative financial leverage and has maintained debt coverage metrics compatible with an investment grade rating. Furthermore, DBRS has indicated that continuing prudent management at growing the personal care business and the sustainability of strong credit metrics may lead to an upgrade. The improved industry condition has lessened the uncertainty regarding Domtar's ability to maintain a strong financial profile in light of the declining demand for UFS. Domtar will benefit from these plant closures and the resultant improved supply/demand conditions and operating environment in the medium term. Moreover, the improved environment in the paper industry has lessened the pressure on Domtar and allowed it more time to grow its personal care business. DBRS notes that the latest positive industry development is a key consideration supporting upgrading Domtar's ratings and as a result, DBRS expects Domtar's credit rating to be stable in the investment grade range for the medium term. However, Domtar remains acquisitive and has stated that it intends to grow its personal care business via acquisitions. Although the Company's financial profile has some cushion to absorb moderate debt increases, a significant debt-financed acquisition that causes the adjusted debt-to-EBITDA ratio to be in excess of the 3.0 range would put the current rating at risk. DREW MARINE: Moody's Rates Assigns Corp. Family Rating ------------------------------------------------------ Moody's Investors Service assigned Drew Marine Group Inc. (collectively referred to as "Drew Marine" along with co-borrowers Drew Marine Partners LP and ACR Electronics Inc.) a B2 Corporate Family Rating ("CFR") and assigned B1 and Caa1 ratings, respectively, to the company's proposed first and second lien senior secured credit facilities. Proceeds from the credit facilities will help fund a secondary leveraged buyout transaction. The rating outlook is stable. "While the transaction involves relatively high leverage for the rating category, the stable business model should support good discretionary cash flow and the sponsor's equity contribution is high relative to comparable leveraged buyouts," said Ben Nelson, Moody's Assistant Vice President and lead analyst for Drew Marine. Actions: Issuer: Drew Marine Group, Inc. Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD $50 million First Lien Senior Secured Revolving Credit Facility due 2019, Assigned B1 (LGD3 35%) $205 million First Lien Senior Secured Term Loan due 2020, Assigned B1 (LGD3 35%) $80 million Second Lien Senior Secured Term Loan due 2021, Assigned Caa1 (LGD5 85%) Outlook, Stable The assigned ratings are first-time ratings on Drew Marine and remain subject to a review of the final terms and conditions of the proposed leveraged buyout transaction. Proceeds of the proposed $205 million first lien senior secured term loan and $80 million second lien senior secured term loan, along with an equity contribution from middle market private equity firm The Jordan Company ("TJC"), will fund the acquisition of Drew Marine and ACR Holdings LLC ("ACR"). Moody's estimates initial pro-forma adjusted financial leverage of just over 6 times (Debt/EBITDA), roughly a half turn higher than the credit agreement calculation due to Moody's standard analytical adjustments, interest coverage near 3 times (EBITDA/Interest) for the twelve months ended June 30, 2013. Moody's considers the leverage high for the B2 rating, but offset in part by limited operational risk, relatively stable earnings and elevated free cash flow generation relative to many rated peers as discussed below. Moody's views Drew Marine as a global specialty/niche chemical and equipment business where branding and a high service component support EBITDA margins in the upper teens. The company has about a hundred locations globally to provide these chemicals and equipment to its customers. Drew Marine has seen significant improvement in profitability since it was carved out of Ashland (Ba1 stable) in 2009, transitioned to a standalone business, and started making strategic acquisitions. The company provides advanced vessel performance products ("VPP") and fire, safety, and rescue solutions ("FSR") to the international maritime and offshore oil and gas production end markets. VPPs are non- discretionary consumables such as water treatment chemicals that represent a small proportion of a customer's operating costs with demand that correlates roughly to global vessel counts and seaborne trade volumes. These dynamics lend stability to VPP demand compared to the volatile freight rates that drive considerable cyclicality in the global shipping industry. FSRs include products such as radio and pyrotechnic distress signals, and to a lesser extent lifeboats and rafts, with demand tied to regulatory-driven replacement and service cycles. Adding ACR, a recent carve-out from Cobham PLC, adds development capacity for emergency beacons. The combined company has leading market positions in many products, considerable geographic and customer diversity, long-term customer relationships, and an asset-light model that should further support earnings stability. A modest expansion in EBITDA generation, combined with retained cash flow expected in the upper single digit range as a percentage of debt, should position the company to reduce leverage toward 5 times by the end of 2014 absent significant growth-related investments. However, Moody's believes the nature of the businesses and expected terms of the credit agreement set the stage for the sponsor to pursue an acquisition-based growth strategy. The credit agreement is expected to provide $75 million of uncommitted first- and second-lien accordion capacity and unlimited additional capacity subject to incurrence tests set near initial pro-forma first- and second-lien leverage levels, respectively. Moody's also expects the agreement will contain only one financial maintenance covenant, a total net leverage ratio test, and excess cash flow sweep provisions accommodative to acquisitions. This expectation could limit future upward rating momentum. Ratings Rationale: The B2 CFR is principally constrained by a leveraged balance sheet, modest organic growth prospects, and expectations that the company will pursue an acquisitive growth strategy. Pro-forma credit measures are relatively weak for the rating level, but offset by the expected stability of the company's operating performance and elevated free cash flow generation. Good liquidity also supports the rating. The stable outlook assumes that the company will make progress toward integrating several recent acquisitions, generate positive free cash flow, and maintain a good liquidity position. Moody's could upgrade the rating with expectations for leverage below 4 times, free cash flow above 10% of debt, and financial policies supportive of sustaining credit measures at these levels. Conversely, Moody's could downgrade the rating with expectations for financial leverage above 6.5 times, retained cash flow sustained below 5% of debt, sustained negative free cash flow, or substantive deterioration in liquidity. DREW MARINE: S&P Assigns 'B' CCR & Rates $255MM Facilities 'B+' --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Drew Marine Group Cooperatie U.A. At the same time, S&P assigned its 'B+' issue-level rating to the company's proposed $255 million first-lien senior secured credit facilities, with a recovery rating of '2', indicating S&P's expectation for substantial (70% to 90%) recovery in the event of a payment default. S&P also assigned its 'CCC+' issue-level rating to the company's proposed $80 million second-lien senior secured credit facility, with a recovery rating of '6', indicating its expectation for negligible (0% to 10%) recovery in the event of a payment default. All ratings are based on preliminary terms and conditions. The outlook is stable. The proposed senior secured credit facilities will be co-issued by Drew Marine. The term loans along withcommon equity from funds managed by The Jordan Co. II L.P. and management rollover equity will fund the purchase of Drew Marine, and pay transaction fees and expenses. The new $50 million revolving credit facility is expected to be undrawn at close. "The ratings on Drew Marine reflect the company's highly leveraged capital structure, with pro forma debt to EBITDA of about 5.5x, and its limited diversity, with the majority of revenues derived from the maritime industry," said Standard & Poor's credit analyst Daniel Krauss. Partly offsetting these factors are the nondiscretionary nature of the majority of the company's products and its long-standing relationships with many of its key customers. S&P characterizes the company's business risk profile as "weak" and its financial risk profile as "highly leveraged". With pro forma annual revenues of about $270 million, Drew Marine is a producer of vessel performance products (VPP) and fire, safety, and rescue (FSR) solutions. In the VPP segment, the company produces specialty chemicals for the maritime industry which are utilized in water treatment solutions, maintenance, fuel management, and welding and refrigeration. These products aid in maximizing fuel efficiency, and preventing corrosion and buildup. In the FSR segment, the company provides safety products such as fire safety equipment, flares, lifeboats, and emergency rescue beacons. These products ensure compliance with maritime regulations and enhance safety aboard vessels. The stable outlook reflects S&P's expectation for modestly improving operating performance in 2014, which should allow the company to maintain adequate liquidity and credit metrics that S&P considers appropriate for the current rating. Based on S&P's scenario forecasts, it expects the company's EBITDA margins to remain relatively stable in the 17% to 19% range, reflecting the nondiscretionary and consumable nature of many of its products. S&P assumes that the company's management and owners will be supportive of credit quality and, therefore, it has not factored into its analysis any dividends or meaningful debt-funded acquisitions. Based on S&P's scenario forecasts, it could raise the ratings by one notch if revenue growth reaches 5% or higher, coupled with a 200 basis point improvement in EBITDA margins. S&P could also consider an upgrade if free cash flow was greater than it forecasts allowing the company to pay down debt faster than expected. As a result, S&P would expect total adjusted debt to EBITDA to drop below 5x. Management's growth objectives should also support an improving financial profile before S&P considers an upgrade. Alternatively, S&P could lower the ratings if the downside risks to its forecast were to materialize, such as a substantial reduction in demand for one of the company's key products or increasingly competitive pressures which lead to a meaningful drop in earnings. Based on S&P's downside scenario, it could consider a negative rating action if revenues fell by 10% or more, combined with a drop in EBITDA margins of 200 basis points from its current expectations. At this point, S&P would expect debt to EBITDA to approach 7x. S&P could also lower the ratings if financial policy decisions, such as a large debt-funded acquisition or dividends, result in a stretched financial risk profile or meaningful deterioration in the company's liquidity position. DYNEGY INC: Reports Net Income of $22 Mil. in Third Quarter ----------------------------------------------------------- Dynegy Inc. on Nov. 7 reported third quarter 2013 Enterprise-wide Adjusted EBITDA of $113 million compared to $50 million for the same period in 2012. Operating income was $15 million for the third quarter 2013 compared to an operating loss of $11 million for the same period in 2012. Stronger earnings at the Gas segment related to higher capacity and resource adequacy payments and the absence of negative settlements associated with legacy commercial positions more than offset weaker Coal segment earnings resulting from lower realized prices. Net income was $22 million for the third quarter 2013 compared to a net loss of $41 million for the same period in 2012. For the first nine months of 2013, Enterprise-wide Adjusted EBITDA was $164 million compared to $99 million for the same period in 2012. The operating loss for the first nine months of 2013 was $211 million compared to operating loss of $7 million during the same period in 2012. Enterprise-wide Adjusted EBITDA improved due to the significant reduction in negative commercial settlements year-over-year in the Gas segment which was partially offset by lower realized prices and higher rail costs in the Coal segment. The net loss for the first nine months of 2013 was $265 million compared to a net loss of $1,192 million for the same period of 2012. The Company's net loss in 2012 is largely attributable to an accounting impairment associated with Dynegy's restructuring. During 2012, Dynegy's operating loss and net loss only included results from the Coal segment after June 5, 2012. "We continued to firmly establish Dynegy's growth foundation during the third quarter with several notable achievements," said Dynegy President and Chief Executive Officer Robert C. Flexon. "Most importantly our Company's safety record for the first nine months of the year reached the top decile performance level -- a mark previously not achieved in recent years. Within our Coal segment, we successfully reached a new four year labor agreement with IBEW Local 51, the union which operates our four Illinois coal plants, which will help enhance the long term financial viability of our coal operations. In the Gas segment, we successfully reached agreement with Southern California Edison for new multiyear energy and capacity supply contracts for Moss Landing - Units 6 and 7. We look forward to a strong finish to 2013 with the successful closure of the Ameren Energy Resources acquisition." Segment Review of Results Quarter-Over-Quarter Coal - The third quarter 2013 operating loss was $34 million compared to third quarter 2012 operating loss of $46 million. Adjusted EBITDA totaled $6 million during the third quarter 2013 compared to $11 million during the same period in 2012. The quarter-over-quarter decrease in Adjusted EBITDA is due to lower realized prices on both hedged and unhedged generation which more than offset an increase in generation volumes and lower delivered coal costs. Gas - The third quarter 2013 operating income was $74 million compared to third quarter 2012 operating income of $66 million. Adjusted EBITDA totaled $121 million during the third quarter 2013 compared to $57 million during the same period in 2012. The significant improvement in quarter-over-quarter results is primarily due to higher capacity and resource adequacy payments and the absence of negative settlements associated with legacy put options and other out-of-the-money commercial positions which adversely impacted results during 2012. Liquidity As of November 4, 2013, Dynegy's available liquidity was $891 million which included $597 million in cash and cash equivalents and $294 million of revolver availability under the Company's revolving credit facility. Consolidated Cash Flow Cash flow provided by operations during the first nine months of 2013 was $132 million compared to cash flow used in operations of $37 million during the same period in 2012. During the first nine months of 2013, the business provided Adjusted EBITDA of $164 million and $42 million in positive changes in working capital, including $36 million of decreased collateral postings. This was offset by $55 million in interest payments and $19 million in payments for bankruptcy reorganization, acquisition and integration and other expenses. During the first nine months of 2012, the business provided Adjusted EBITDA from continuing operations of $90 million, $16 million due to interest payments received from Legacy Dynegy and $7 million related to receipt of a tax refund. This was offset by $22 million in negative Adjusted EBITDA related to discontinued operations, $99 million in interest payments and $29 million in negative working capital changes, net of $36 million of increased collateral postings to satisfy counterparty collateral demands. Cash flow provided by investing activities totaled $271 million during the first nine months of 2013 compared to cash flow provided by investing activities of $300 million during the same period in 2012. During the first nine months of 2013, capital expenditures totaled $67 million, including $62 million in maintenance capital expenditures and $5 million in environmental capital expenditures. During the first nine months of 2012, capital expenditures totaled $63 million, including $42 million in maintenance capital expenditures and $21 million in environmental capital expenditures. During the first nine months of 2013, there was a $335 million net cash inflow related to restricted cash balances compared to an $88 million net cash inflow in the same period in 2012. In 2012 there was a $256 million cash inflow related to the DMG acquisition that did not recur in 2013. Cash flow used in financing activities during the first nine months of 2013 was $162 million compared to cash flow provided by financing activities of $16 million during the same period in 2012. During 2013, proceeds related to refinancing, net of financing costs, of $1,753 million were more than offset by repayments of borrowings, including debt extinguishment costs, of $1,915 million. PRIDE Update Dynegy continues to use the PRIDE initiative to improve operating performance, cost structure and the balance sheet and to drive recurring cash flow benefits. Net fixed cash cost and margin improvements for 2013 are expected to be approximately $43 million. Additionally, 2013 balance sheet improvements are projected to be $192 million, an increase of $30 million from the prior forecast. Since the program's inception, a total of $153 million in margin and cost improvements compared to the Company's 2010 baseline and $716 million in balance sheet improvements have been realized. AER Integration Update In October, FERC approved the IPH-Ameren transaction under Section 203 of the Federal Power Act. The Illinois Pollution Control Board (IPCB) held a hearing on Illinois Power Holdings (IPH) variance request under the Illinois Multi-Pollutant Standard on September 17, 2013. The IPCB is expected to make its decision on or before November 21, 2013. If the variance request is approved, Dynegy would expect to close the transaction in December 2013. The expected annual synergies from the transaction remain at $75 million. The synergies come from cost reductions in corporate infrastructure and savings from operational and procurement initiatives. California Developments On October 10, 2013, Dynegy and SCE entered into two new transactions for energy and capacity from Dynegy's Moss Landing Power Plant. Under the first transaction, SCE agreed to purchase energy and capacity from Moss Landing Units 6 and 7 for 2014 and 2015 and, under the second transaction which is subject to approval by the California Public Utilities Commission, to purchase energy and capacity from Units 6 and 7 for 2016. As a result of entering into these transactions, the pending litigation and arbitration proceedings related to the early termination of previous capacity and tolling agreements in 2011 were dismissed. Dynegy intends to initiate the retirement process for the Morro Bay facility with the California Public Utilities Commission (CPUC), California Independent System Operator (CAISO) and the California Energy Commission (CEC) and is notifying them that the Morro Bay facility will close once the relevant processes are complete. Dynegy is currently evaluating alternatives for the site including developing renewable energy shaping technologies as well as preferred renewable resources, as defined by California laws and regulations, at the site with Starwood Energy Group Global, Inc. Profit as Unit Exits Ch. 11 Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Dynegy Inc. reported third-quarter net income of $22 million three days after the last of the companies in the power producer's group emerged from bankruptcy reorganization. In August, Dynegy got permission from the bankruptcy judge to sell its non-operating Danskammer plant for $3.5 million and the assumption of environmental cleanup obligations. The collapse of a sale to another purchaser disabled the four so-called operating companies from implementing their plan until Nov. 4, although it was approved when the judge signed a confirmation order in March. The Dynegy parent previously left bankruptcy under a separate plan. Dynegy rose 1.2 percent to $19.73 on Nov. 7 on the New York Stock Exchange. The shares reached a 12-month closing high of $24.76 on May 21 and a low of $17.96 on Nov. 11, 2012. About Dynegy Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE: DYN) -- http://www.dynegy.com/-- produces and sells electric energy, capacity and ancillary services in key U.S. markets. The power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil. Dynegy Holdings LLC and four other affiliates of Dynegy Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-38111) on Nov. 7, 2011, to implement an agreement with a group of investors holding more than $1.4 billion of senior notes issued by Dynegy's direct wholly-owned subsidiary, Dynegy Holdings, regarding a framework for the consensual restructuring of more than $4.0 billion of obligations owed by DH. If this restructuring support agreement is successfully implemented, it will significantly reduce the amount of debt on the Company's consolidated balance sheet. Dynegy Holdings disclosed assets of $13.77 billion and debt of $6.18 billion. Dynegy Inc. on July 6, 2012, filed a voluntary petition to reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to effectuate a merger with Dynegy Holdings, pursuant to Holdings' Chapter 11 plan. Dynegy Holdings and its affiliated debtor-entities are represented in the Chapter 11 proceedings by Sidley Austin LLP as their reorganization counsel. Dynegy and its other subsidiaries are represented by White & Case LLP, who is also special counsel to the Debtor Entities with respect to the Roseton and Danskammer lease rejection issues. The financial advisor is FTI Consulting. The Official Committee of Unsecured Creditors in Holdings' cases has tapped Akin Gump Strauss Hauer & Feld LLP as counsel. Dynegy Holdings and its parent, Dynegy Inc., completed their Chapter 11 reorganization and emerged from bankruptcy Oct. 1, 2012. Under the terms of the DH/Dynegy Plan, DH merged with and into Dynegy, with Dynegy, Inc., remaining as the surviving entity. Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy Danskammer, L.L.C. and Dynegy Roseton, L.L.C., won confirmation of their plan of liquidation in March 2013, allowing the former operating units of Dynegy to consummate a settlement agreement resolving some lease trustee claims and sell their facilities. EARL SIMMONS: Judge Rejects DMX's Bankruptcy Filing --------------------------------------------------- The Associated Press reported that a federal judge in New York has tossed rapper DMX's bankruptcy filing, making him fair game for creditors. According to the report, a bankruptcy judge in White Plains dismissed the 42-year-old rapper's July 29 Chapter 11 filing on Nov. 8. The hip-hop star's real name is Earl Simmons. The judge's move means he could lose his possessions including his share in a home in suburban Mount Kisko, the report said. Simmons' biggest debt is $1.3 million in child support owed to some of the 10 children he has fathered, the report related. U.S. Trustee Tracy Hope Davis said Simmons failed to provide trustworthy information in his bankruptcy filing, the report added. About DMX DMX, whose real name is Earl Simmons, is known for the late '90s hit "Party Up (Up in Here)" and has also appeared in such movies as "Romeo Must Die," the report noted. He filed for bankruptcy on July 29, 2013 (Bankr. S.D.N.Y. Case No. 13-23254) to address debts including more than $1.2 million in child-support obligations. Simmons's official lists of assets and debt show property with a value of $1.4 million and liabilities totaling $2.3 million. At the outset, he listed a home in Mt. Kisco, New York, with a $434,000 mortgage. The official lists filed later show no owned real estate. EARTHBOUND HOLDING: Moody's Affirms 'B3' CFR & Default Ratings -------------------------------------------------------------- Moody's Investors Service changed the outlook for Earthbound Holding III, LLC to stable from negative. Concurrently, Moody's affirmed the Corporate Family and Probability of Default Ratings for the company at B3 and B3-PD, respectively. The change in outlook largely reflects the company's improving operating results and liquidity position since the negative outlook was assigned in January 2013. Operating results are benefitting from margin stabilization following several years of deterioration, driven by easing top- line pricing pressure in salads and the favorable implementation of cost saving initiatives. Liquidity has improved since the beginning of FY13, a portion of which is related to an equity cure received in 1Q13, with the remainder attributable to revolver repayment from improved cash flow generation and a subsequent sale-leaseback transaction in early 4Q13. According to Moody's Analyst Brian Silver, "Stabilization of the outlook largely stems from a stronger liquidity profile and operational improvements, and while Moody's expects healthy demand for Earthbound's organic product offerings to continue to improve margins and free cash flow generation, the company will likely remain highly levered during the next twelve months." The following ratings have been affirmed: Corporate Family Rating at B3; Probability of Default Rating at B3-PD; $25 million senior secured revolving credit facility due 2015 at B2 (LGD3, 39%); and $240 million senior secured term loan facility due 2016 at B2 (LGD3, 39%). The rating outlook is stable Ratings Rationale: The B3 Corporate Family Rating reflects Earthbound's high leverage (about 5.6 times at September 30, 2013 pro-forma for an October 2013 sale-leaseback transaction) within the cyclical agricultural products industry, aggressive financial policies and small scale relative to its industry peers. The rating also considers the increasingly competitive environment within the organic food industry and the geographic concentration of the company's supply base (primarily in Arizona and California). The business' longstanding exposure to external event risk from adverse weather, infestation, crop failure and product recalls, some customer concentration and the company's willingness to execute bolt-on acquisitions also weigh on the rating. Earthbound's leverage is expected to continue to improve from peak levels reached at FYE12 (about 7.1 times), which is consistent with the trend exhibited during the last few quarters, but is expected to remain relatively high during the next 12 -- 18 months based on Moody's expectation that the company will use excess cash flow to pursue acquisitions and/or invest in organic growth projects. Earthbound's rating benefits from its healthy mid-teen EBITDA margins, improving brand equity and its leadership position in the growing yet niche organic packaged salad industry. The rating also derives support from the company's exclusive grower network and the relatively high barriers to entry created by the limited availability of USDA certified organic fields and processing facilities in North America. In addition, the rating assumes that dividends will be limited to cover owner tax distributions and acquisitions, if any, will be relatively small in scale and earnings accretive. Moody's anticipates that organic packaged salads will continue to grow as a percentage of the packaged salad category, which should support volume growth over the next year. Volume growth in concert with easing pricing pressure on salads is expected to drive the top-line. Moody's also expects margin improvement to continue as the company reaps the benefits from increased plant automation and cost savings associated with both the successful realignment of its farming operations and the recently implemented year round operation of the San Juan Bautista facility. The ratings could be downgraded if the company executes a debt financed acquisition and/or if earnings were to deteriorate leading to leverage of over 6.5 times. In addition, if EBITA-to- interest were to be sustained below 1.0 times or if liquidity weakens, the outlook could be changed to negative or the ratings could be downgraded. Alternatively, the ratings could be upgraded if leverage is sustained below 5.0 times and EBITA-to-interest approaches 1.5 times, assuming the company maintains at least an adequate liquidity profile. Earthbound Holding III, LLC (Earthbound) sells organic salads, fruits, and vegetables to retail grocers, natural food retailers, club stores, mass merchants, and food service distributors across the US and Canada under the Earthbound Farm brand name. Earthbound's salads are primarily grown on company owned farms or governed by multi-year exclusive relationships with outside growers. In July 2009, HM Capital Partners (HM) acquired a 70% stake in Earthbound with the balance of ownership interests remaining with initial shareholders. Revenues for the twelve months ending September 30, 2013 were in excess of $500 million. EASTCOAL INC: Intends to File Bankruptcy Proposal in Canada ----------------------------------------------------------- EastCoal Inc. on Nov. 8 disclosed that on November, 5 2013 it filed a Notice of Intention to Make a Proposal pursuant to the provisions of Part III of the Bankruptcy and Insolvency Act (Canada). Pursuant to the Notice, Deloitte Restructuring Inc. has been appointed as the trustee in the Company's proposal proceedings and will assist the Company in its restructuring efforts. This filing follows the Company's strategic review of its options caused by the lack of financing as previously announced on October 21, 2013 and the subsequent halt of trading in the Company's shares on the TSX Venture Exchange and the suspension of trading in the Company's shares on AIM. The filing of the Notice has the effect of imposing an automatic 30-day stay of proceedings that will protect the Company and its assets from the claims of creditors while the Company pursues its restructuring efforts. This 30-day period may be renewed with the authorization of the Supreme Court of British Columbia. The Company is actively seeking further sources of funding although there can be no guarantee that the Company will be successful in securing further financing or achieving its restructuring objectives. Failure by the Company to achieve its financing and restructuring goals will likely result in the Company becoming bankrupt. As previously announced, the Company currently has three remaining directors on the board being Abraham Jonker, John Byrne and John Conlon. The Company will provide further updates as to the next steps of the process when these have been determined. Subsequent to the dissemination of this announcement, trading was expected to resume on both the TSX Venture Exchange and AIM at the open of trading on Monday, November 11, 2013. About EastCoal Inc. EastCoal Inc. owns the Verticalnaya anthracite mine through its 100% owned subsidiary East Coal Company. EDISON MISSION: Has Court Approval for $7.5 Million in Bonuses -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that when Edison Mission Energy won approval last month for an agreement under which NRG Energy Inc. is to purchase most of the business to underpin a reorganization plan, the bankruptcy court in Chicago deferred consideration of a so-called exit plan providing $7.5 million in incentive bonuses for executives and non-executives. According to the report, the U.S. Trustee raised the only objection to the bonuses. After a hearing last week, the judge signed an order on Nov. 6 approving the bonuses, given the independent power producer's contention that they fully comply with law. If EME's compensation committee grants the maximum awards, the company's executives will share a pool of $6.4 million for carrying out the transaction with NRG. As many as 20 non-executive workers are eligible for $1.1 million in bonuses. The transaction with NRG is supported by "all of the debtor's major stakeholders," including the official creditors' committee and holders of 45 percent of the senior unsecured notes, EME previously said. The company intends to file a formal Chapter 11 plan by Nov. 15. NRG is the largest independent electricity producer in the U.S. NRG will buy most of the assets for $2.64 billion in cash and $350 million in stock. The outline of a Chapter 11 plan calls for payment of secured claims, with unsecured creditors receiving net sale proceeds plus ownership of the remainder of EME, including the right to prosecute lawsuits. EME's $1.2 billion in 7 percent senior unsecured notes maturing in 2017 last traded yesterday for 74.875 cents on the dollar, up 44 percent from immediately before bankruptcy, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. The notes are up 15 percent from where they traded on Oct. 15, before the NRG sale was announced. Santa Ana, California-based EME listed assets of $5.16 billion and liabilities totaling $5.09 billion. Debt includes $3.7 billion on senior unsecured notes and $1.2 billion in debt on individual projects. Assets include 40 power plants in 12 states. There are 29 wind-power projects responsible for 22 percent of capacity. For 2012, revenue for EME of $1.29 billion resulted in a $328 million operating loss and a $925 million net loss. Non-bankrupt parent Edison International also owns non-bankrupt regulated electric companies including Southern California Edison Co. About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 12-49219) on Dec. 17, 2012. EME has reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public indebtedness and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion in total assets, $6.68 billion in total liabilities and $1.48 billion in total equity. In its schedules, Edison Mission Energy disclosed total assets of assets of $5,721,559,170 and total liabilities of $6,202,215,094 as of the Petition Date. The Debtors other than Camino Energy Company are represented by David R. Seligman, Esq., at Kirkland & Ellis LLP; and James H.M. Sprayragen, Esq., at Kirkland & Ellis LLP. Counsel to Debtor Camino Energy Company is David A. Agay, Esq., at McDonald Hopkins LLC. Perella Weinberg Partners is acting as the Debtors' financial advisor and McKinsey & Company Recovery and Transformation Services is acting as restructuring advisor. GCG, Inc., is the claims and notice agent. An official committee of unsecured creditors has been appointed in the case and is represented by Ira S. Dizengoff, Esq., Stephen M. Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq., and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq., at Perkins Coie LLP. The Committee also has tapped Blackstone Advisory Partners as investment banker and FTI Consulting as financial advisor. EME said it doesn't plan to emerge from Chapter 11 until December 2014 to receive benefits from a tax-sharing agreement with parent Edison International Inc. ELCOM HOTEL: Gets Final Court OK on $1-Mil. Loan From OBH Funding ----------------------------------------------------------------- Judge Robert A. Mark entered a final order on Oct. 25, 2013, granting Elcom Hotel & Spa, LLC and Elcom Condominium, LLC, authority to obtain postpetition financing of up to $1,000,000 from OBH Funding, LLC. As reported in the Oct. 14, 2013 edition of The Troubled Company Reporter, the significant aspects of the DIP Loan Agreement are: a. OBH will provide the Debtors with up to $1,000,000 in unsecured financing to be used in accordance with budgets approved by OBH. The budgets will not be filed with the Court, but will be available for inspection by the Associations upon request. b. The outstanding balance of the DIP Loan will incur interest at 9% per annum. c. OBH will be entitled to a superpriority administrative expense claim for the outstanding balance of the DIP Loan, including all other amounts OBH is entitled to pursuant to the DIP Loan Agreement. d. The DIP Loan will be repaid upon the earlier of an event of default, or upon the sale of any of the Debtors' assets in connection with or prior to the confirmation of a Chapter 11 plan of reorganization, or upon the confirmation of a Chapter 11 plan of reorganization if the plan does not provide for a sale of any of the Debtors' assets. The Debtors needed the DIP Loan to fund the operational deficits and other administrative expenses incurred during the Chapter 11 cases. About Elcom Hotel Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11 protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on Jan. 2, 2013, with plans to sell their hotel and condominium property. Elcom Condominium owns nine of the hotel condominium units at the One Bal Harbor Resort & Spa. The resort is located on five acres of land in Bal Harbor, Florida. The building and improvements consist of 185 luxury residential condominium units and 124 hotel condominium units. Elcom Hotel owns the hotel lot. Elcom Hotel disclosed $10,378,304 in assets and $20,010,226 in liabilities as of the Chapter 11 filing. The Debtor owes OBH Funding, LLC, $1.8 million on a mortgage and F9 Properties, LLC, formerly known as ANO, LLC, $9 million on a mezzanine loan secured by a lien on the ownership interests in the project's owner. OBH Funding and ANO are owned by Thomas D. Sullivan, the manager of the Debtors. Corali Lopexz-Castro, Esq., of Kozyak Tropin & Throckmorton, P.A., represent the Debtors as bankruptcy counsel. Duane Morris LLP is the special litigation, real estate, and hospitality counsel. Algon Capital, LLC, d/b/a Algon Group's Troy Taylor is the Debtors' Chief Restructuring Officer. The United States Trustee has said it will not appoint an official committee of unsecured creditors for Elcom Hotel pursuant to 11 U.S.C. Section 1102 until further notice. ELCOM HOTEL: U.S. Trustee Says Plan Outline Has Deficiencies ------------------------------------------------------------ Guy G. Gebhardt, acting United States Trustee for Region 21 -- in the absence of amendments to deal with matters it is concerned with -- asks the Bankruptcy Court to disapprove the disclosure statement explaining the bankruptcy exit plan proposed by Elcom Hotel & Spa, LLC and Elcom Condominium, LLC, "as contain[ing] adequate information" and convert the Debtors' case to Chapter 7. On behalf of the U.S. Trustee, Steven D. Schneiderman, Esq., identified deficiencies in the Disclosure Statement describing the Joint Liquidation Plan of the Debtors. He cites, among other things, that: 1. The Disclosure Statement should address the Motion for Substantive Consolidation recently filed by the 10295 Collins Avenue Residential Condominium Association. The proposed sale may still proceed, but resolution of the Motion may be necessary before distribution to creditors. 2. The Debtors fail to address the intercompany receivables owed by and between the two debtors as reflected in the respective schedules and the treatment of those claims in the proposed plan. 3. The Disclosure Statement should address the disposition of approximately $2.5 claim million cash balance in the Hotel case in the most recent operating report once the case is confirmed and sale closed. 4. The separate classification of claims between classes 3 & 4 of the Hotel case needs to be justified. Given the potential sale proce of $13 million or higher and the current cash balance of approximately $2.5 million, the Debtors must also justify the proposed treatment of less than 100% to general unsecured claims in class 3. 5. The Plan and Disclosure Statement should clarify why the proposed treatment of the General Unsecured Creditors does not violate Sec. 1129 of the Bankruptcy Code in that similarly situated claims are not receiving disparate treatment. 6. The Debtors should provide more information on the make-up of the classes, such as the number of class members and whether the claims are disputed. 7. All claim objections should be filed well before the deadline to cast ballots so creditors can make informed decisions. 8. The Disclosure Statement should provide more detail as to the amounts and identity of avoidance action targets so creditors can make informed decisions in the voting process. 9. The Debtors should identify the Liquidating Trustee's and terms of compensation. Its fees and expenses should be subject to notice, hearing and further order of the court. 10. The language in the Plan regarding lease assumption/ rejection claims should be clarified -- which contracts are being assumed and how are the rental agreements being addressed. 11. The proposed Plan provisions regarding exculpation and Releases are too brood and objectionable. Counsel to the U.S. Trustee can be reached at: Steven D. Schneiderman, Esq. Trial Attorney Office of the United States Trustee 51 S.W. 1st Avenue, 12th Floor Miami, FL 33130 Tel No.: (305) 536-7285 Fax No.: (305) 536-7360 As reported by The Troubled Company Reporter, the Debtors' Joint Plan of Liquidation provides for the monetization and distribution of assets of the Debtors for the benefit of holders of allowed claims. The Debtors are finalizing an agreement with a proposed stalking horse bidder for the sale of substantially all of their assets. About Elcom Hotel Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11 protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on Jan. 2, 2013, with plans to sell their hotel and condominium property. Elcom Condominium owns nine of the hotel condominium units at the One Bal Harbor Resort & Spa. The resort is located on five acres of land in Bal Harbor, Florida. The building and improvements consist of 185 luxury residential condominium units and 124 hotel condominium units. Elcom Hotel owns the hotel lot. Elcom Hotel disclosed $10,378,304 in assets and $20,010,226 in liabilities as of the Chapter 11 filing. The Debtor owes OBH Funding, LLC, $1.8 million on a mortgage and F9 Properties, LLC, formerly known as ANO, LLC, $9 million on a mezzanine loan secured by a lien on the ownership interests in the project's owner. OBH Funding and ANO are owned by Thomas D. Sullivan, the manager of the Debtors. Corali Lopexz-Castro, Esq., of Kozyak Tropin & Throckmorton, P.A., represent the Debtors as bankruptcy counsel. Duane Morris LLP is the special litigation, real estate, and hospitality counsel. Algon Capital, LLC, d/b/a Algon Group's Troy Taylor is the Debtors' Chief Restructuring Officer. The United States Trustee has said it will not appoint an official committee of unsecured creditors for Elcom Hotel pursuant to 11 U.S.C. Section 1102 until further notice. ELCOM HOTEL: Two Tenant Groups Object to Plan Outline ----------------------------------------------------- Creditors 10295 Collins Avenue Residential Condominium Association, Inc., and 10295 Collins Avenue, Hotel Condominium Association, Inc. complain -- in court papers separately filed with the Bankruptcy Court -- that the Disclosure Statement fails to provide adequate information with respect to critical components of Elcom Hotel & Spa LLC and Elcom Condominium LLC's Joint Liquidation Plan. They insist that adequate information is required for creditors to be informed of the rights and remedies concerning the Plan. The two Association groups both assert that the Disclosure Statement and Plan on their face demonstrate that the Debtors cannot meet the good faith requirements of Sec. 1129 of the Bankruptcy Code based on the granting of a full release without considertation to Thomas Sullivan and his affiliates. The Associations further contend that the Disclosure Statement fails to provide adequate information concerning possible distributions under the Plan to Jorge Arevalo or any entities with which he is or has been affiliated. Moreover, the Associations are concerned that the Disclosure Statement has: * inadequate information on the Liquidating Trust and Plan Administrator * not sufficiently identified the prepetition insider transactions to determine the extent of any cause of action to be transferred to the Liquidation Trust * inadequate disclosure on the extent of insider claims that are to be released under the Plan * on the causes of action to be transferred to the Liquidation Trust * insufficient information on third party releases * inadequate disclosure on reason the Debtors decided not to apportion any administrative expense claims against the Chapter 11 estate of Elcom Condominium * inadequate disclosure on distributions to the holders of allowed general unsecured claims in Elcom Hotel's Class 4 Claims and Elcom Condominium's Class 3 Claims * insufficient disclosure regarding scope of injunction, claim objections, lack of substantive consolidation, and liquidation analysis * inadequate disclosure to justify the Debtors' assertion that $50,000 is sufficient to wind-down the Debtors and to fund the Liquidating Trust As reported by The Troubled Company Reporter, the Debtors' Joint Plan of Liquidation provides for the monetization and distribution of assets of the Debtors for the benefit of holders of allowed claims. The Debtors are finalizing an agreement with a proposed stalking horse bidder for the sale of substantially all of their assets. The Hotel Association is represented by: Paul S. Singerman, Esq. Debi E. Galler, Esq. BERGER SINGERMAN LLP 1450 Brickell Avenue, Suite 1900 Miami, FL 33131 Tel No.: (305) 755-9500 Fax No.: (305) 714-4340 Email: singerman@bergersingerman.com dgaller@bergensingerman.com The Residential Association is represented by: Charles M. Tatelbaum, Esq. HINSHAW & CULBERTSON LLP One East Broward Boulevard, Suite 1010 Ft. Lauderdale, FL 33301 Tel No: (954) 467-7900 Fax No: (954) 467-1024 Email: ctatelbaum@hinshawlaw.com About Elcom Hotel Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11 protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on Jan. 2, 2013, with plans to sell their hotel and condominium property. Elcom Condominium owns nine of the hotel condominium units at the One Bal Harbor Resort & Spa. The resort is located on five acres of land in Bal Harbor, Florida. The building and improvements consist of 185 luxury residential condominium units and 124 hotel condominium units. Elcom Hotel owns the hotel lot. Elcom Hotel disclosed $10,378,304 in assets and $20,010,226 in liabilities as of the Chapter 11 filing. The Debtor owes OBH Funding, LLC, $1.8 million on a mortgage and F9 Properties, LLC, formerly known as ANO, LLC, $9 million on a mezzanine loan secured by a lien on the ownership interests in the project's owner. OBH Funding and ANO are owned by Thomas D. Sullivan, the manager of the Debtors. Corali Lopexz-Castro, Esq., of Kozyak Tropin & Throckmorton, P.A., represent the Debtors as bankruptcy counsel. Duane Morris LLP is the special litigation, real estate, and hospitality counsel. Algon Capital, LLC, d/b/a Algon Group's Troy Taylor is the Debtors' Chief Restructuring Officer. The United States Trustee has said it will not appoint an official committee of unsecured creditors for Elcom Hotel pursuant to 11 U.S.C. Section 1102 until further notice. ELCOM HOTEL: Two Tenant Groups React to Proposed Asset Sale ----------------------------------------------------------- Creditors 10295 Collins Avenue Residential Condominium Association, Inc., and 10295 Collins Avenue, Hotel Condominium Association, Inc. filed with the Bankruptcy Court limited objections to the proposed asset sale of Elcom Hotel & Spa LLC, et al. Both Associations have been recognized by the Court to "have interests that go beyond just the highest price for the debtor's assets" because the members of the Associations live or invest at the One Bal Harbour property. The Debtors have negotiated a stalking horse bid from Stoneleigh Capital, LLC, for $12,250,000 for the Assets. The Hotel Association says it supports the Debtors' goal to sell their assets before 2013 ends but is concerned that the Debtors and Stoneleigh would not agree to include in the proposed auction procedures certain primary protections it noted in the original draft of bidding procedures it circulated. Accordingly, by its limited objection, the Hotel Association asks the Bankruptcy Court to: (1) grant it joint approval rights with the Debtors in relation to the sale process, and not just consultation rights; (2) deny the award of an excessive Break-Up Fee; (3) prohibit the payment of the Break-Up Fee if Stoneleigh terminates the Stoneleigh Purchase Sale Agreement during the 30-day Due Diligence Period; (4) revise the proposed auction procedures to remove any requirement of a forced amendment to the interim Rental Management Agreements; and (5) grant its proposed changes to the proposed auction procedures with respect to the initial overbid and subsequent overbids at the auction. The Hotel Association says it would support a Break-Up Fee to Stoneleigh capped at $306,250 or 2.5% of the gross purchase price, as opposed to the current $780,000 Fee or 6.4% of the gross purchase price. For its part, the Residential Association asserts that the break-up fee should not exceed 2% of the stalking horse bid. The Hotel Association believes an initial overbid amount of $1 million or more and a subsequent overbid amount of $200,000 will chill the bidding. On the other hand, by its limited objection, the Residential Association says it should be afforded that same rights as the Hotel Association with respect to consultation in connection with the sale. About Elcom Hotel Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11 protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on Jan. 2, 2013, with plans to sell their hotel and condominium property. Elcom Condominium owns nine of the hotel condominium units at the One Bal Harbor Resort & Spa. The resort is located on five acres of land in Bal Harbor, Florida. The building and improvements consist of 185 luxury residential condominium units and 124 hotel condominium units. Elcom Hotel owns the hotel lot. Elcom Hotel disclosed $10,378,304 in assets and $20,010,226 in liabilities as of the Chapter 11 filing. The Debtor owes OBH Funding, LLC, $1.8 million on a mortgage and F9 Properties, LLC, formerly known as ANO, LLC, $9 million on a mezzanine loan secured by a lien on the ownership interests in the project's owner. OBH Funding and ANO are owned by Thomas D. Sullivan, the manager of the Debtors. Attorneys at Kozyak Tropin & Throckmorton, P.A., serve as bankruptcy counsel to the Debtor. Duane Morris LLP is the special litigation, real estate, and hospitality counsel. Algon Capital, LLC, d/b/a Algon Group's Troy Taylor is the Debtors' Chief Restructuring Officer. The United States Trustee has said it will not appoint an official committee of unsecured creditors for Elcom Hotel pursuant to 11 U.S.C. Section 1102 until further notice. EMERITO ESTRADA: Court Extends Plan Filing Period by 60 Days ------------------------------------------------------------ The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for the District of Puerto Rico has granted Emerito Estrada Rivera Isuzu De P.R., Inc., a 60-day extension of the Debtor's exclusive period to file its disclosure statement and plan of reorganization. As reported by the Troubled Company Reporter on Oct. 14, 2013, Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, LLC, the attorney for the Debtor, explained that the Debtor needed at least 45 days to finalize or perfect the lease agreements that will generate the funds to fuel the Debtor's reorganization plan. About Emerito Estrada Emerito Estrada Rivera Isuzu De PR Inc., a car dealer in Puerto Rico, filed a bare-bones Chapter 11 petition (Bankr. D.P.R. Case No. 13-04608) in Old San Juan, on June 4, 2013. Alexis Fuentes Hernandez, Esq., at Fuentes Law Offices, serves as counsel. The Debtor says its sole asset is a real property is worth $16.5 million. It has $8.68 million in liabilities, of which $8.1 million is secured. The Debtor disclosed $23,860,000 in assets and $16,285,186 in liabilities as of the Chapter 11 filing. EMPIRE RESORTS: Incurs $790,000 Net Loss in Third Quarter --------------------------------------------------------- Empire Resorts, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss applicable to common shares of $790,000 on $19.67 million of net revenues for the three months ended Sept. 30, 2013, as compared with net income applicable to common shares of $216,000 on $19.72 million of net revenues for the same period a year ago. For the nine months ended Sept. 30, 2013, the Company reported a net loss applicable to common shares of $7.75 million on $55.43 million of net revenues as compared with a net loss applicable to common shares of $50,000 on $55.86 million of net revenues for the same period during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $60.72 million in total assets, $52.43 million in total liabilities and $8.29 million in total stockholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/diAFlL About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. Empire Resorts reported a net loss applicable to common shares of $2.26 million in 2012, as compared with a net loss applicable to common shares of $1.57 million in 2011. ENERGY SERVICES: Appoints New Chief Financial Officer ----------------------------------------------------- The Board of Directors of Energy Services of America Corporation announced the retirement of Larry Blount as chief financial officer. Effective Nov. 1, 2013, Charles Crimmel will serve as the Company's chief financial officer. Mr. Crimmel has served as controller for Energy Services of America since Aug. 15, 2008. Mr. Crimmel is 40 years old and owns no shares of Company common stock. About Energy Services Huntington, West Virginia-based Energy Services of America Corporation provides contracting services to America's energy providers, primarily the gas and electricity providers. Arnett Foster Toothman PLLC, in Charleston, West Virginia, expressed substantial doubt about Energy Services' ability to continue as a going concern following the annual report for the year ended Sept. 30 ,2012. The independent auditors noted that the Company has suffered recurring losses from operations and has entered into a forbearance arrangement with its lenders as a result of continued noncompliance with certain debt covenants. The Company reported a net loss of $48.5 million on $157.7 million of revenue in fiscal 2012, compared with a net loss of $5.3 million on $143.4 million of revenue in fiscal 2011. The Company's balance sheet at June 30, 2013, the Company had $44.10 million in total assets, $36.66 million in total liabilities and $7.44 million in total stockholders' equity. EXIDE TECHNOLOGIES: $5.44-Mil. Operating Loss for 3rd Quarter ------------------------------------------------------------- BankruptcyData reported that Exide Technologies filed with the SEC its Form 10-Q for the three months ended September 30, 2013. According to the filing, the Company reported a $5.44 million operating loss on $697.8 million in net sales, compared to a $77.2 million operating loss on $711.7 million in net sales for the three months ended September 30, 2012. The filing states that the foreign currency translation (primarily the strengthening of the Euro against the U.S. dollar) favorably impacted net sales in the three month period ended September 30, 2013 by approximately $19.4 million. Excluding foreign currency translation impact, net sales decreased by approximately $44.5 million, or 3.2%, primarily due to lower transportation net sales resulting from the Company's sale of its "Transportation Australasia" business. Net loss for the quarter was $39.7 million, which reflects a wide increase from $13.77 million net loss for the same period of 2012. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. The Debtor disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. EXIDE TECHNOLOGIES: Wants No Shareholders' Committee ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that battery maker Exide Technologies and the official creditors' committee agreed there should be no official committee to represent shareholders. They differ on whether it's premature to erect a streamlined procedure for disposing of disputed claims. According to the report, in September, shareholder Alfred Shams wrote the bankruptcy judge a four-page letter giving reasons there should be an official equity holders' committee whose professionals would be paid by Exide. The bankruptcy judge treated the letter as a formal motion and scheduled a hearing for Nov. 14. The creditors' committee said it's premature to conclude their constituency will be paid in full, a virtual necessity before an equity committee is appropriate. Exide was more direct, quoting bond prices to show the company is insolvent, meaning shareholders aren't entitled to a distribution in bankruptcy. Regarding the claims-resolution machinery, the committee said it's premature because the deadline to file claims has yet to arrive. The proposal is also flawed, the creditors said. Meanwhile, if there is to be a mediation procedure regarding claims, the committee wants a seat at the table and right to participate. They also don't want Exide having the right to change procedures unilaterally. Lawsuit creditors shouldn't have the ability to opt out of mediation and require litigation outside of bankruptcy court, according to the committee. The question of having a claims-resolution process is also on the Nov. 14 calendar. The $674 million of 8.625 percent first-lien notes due 2018 traded at 12:28 p.m. on Nov. 8 for 76.5 cents on the dollar, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. The bonds have climbed 35 percent since the last trade before bankruptcy at 56.672 cents. The convertible subordinated notes due in September last traded on Nov. 6 for 19.5 cents on the dollar, compared with 10.5 cents in the last trade before bankruptcy. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. The Debtor disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. FAIRMONT GENERAL: Panel Tries to Block Fundamental Advisors Loan ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Fairmont General Hospital Inc., et al., filed an objection to the Debtors' motion for an order authorizing the Debtors to enter into debtor-in- possession financing agreement with Fundamental Advisors LP as the agent for Fundamental Partners II LP. In a Nov. 5, 2013 court filing, Andrew H. Sherman, Esq., at Sills Cummis & Gross P.C., on behalf of the Committee, says that certain provisions of the proposed DIP financing facility are overreaching and unreasonable in light of the substantial risk premium and fees sought by the DIP Lenders and the extensive collateral package offered to the Lenders on a priming basis. The Committee's principal objections concern these areas: (i) inclusion of the proceeds of the Debtors' commercial tort claims and causes of action, including those arising under Chapter 5 of the Bankruptcy Code, in the collateral securing the Debtors' obligations to the DIP Lenders under the credit agreement or allowing the DIP Lenders' proposed superpriority administrative claim to be payable from avoidance actions; (ii) failure to provide notice and an opportunity to cure for events of default, including minor affirmative covenants; and (iii) improper case controls like providing the DIP Lenders case controls like advance draft pleadings prior to the filing thereof, potential stalking horse rights without a separate hearing or order of the Court and controlling a sales process after an event of default. According to Mr. Sherman, it is also unclear whether the DIP Lenders are committed to fund the Debtors as there is an absolute rights of the DIP Lenders to continue to conduct diligence without any limitation or timeframe. The Committee is also against granting the DIP Lenders stalking horse rights or sale rights at this time. The credit agreement, says Mr. Sherman, provides that in addition to the right to credit bid at a sale of all or any portion of the Debtors' assets, the administrative agent or any DIP Lender will be entitled to serve as stalking horse bidder in any sale by and Debtor of its assets if its bid is the best bid available to the Debtor at such time. According to a court filing dated Oct. 22, 2013, the Debtors are seeking permission from the U.S. Bankruptcy Court for the Northern District of West Virginia to obtain an aggregate principal amount of up to $6 million of term loans from Fundamental Partners, provided that, until the final court order is entered, no loans or advances under the DIP Facility will be made, other than term loans in an aggregate principal amount of up to $500,000. UMB Bank, N.A., as the successor Indenture Trustee for the Debtor's 2007 bonds (Marion County) and Series 2008 bonds (West Virginia Hospital Finance Authority), has consented to the relief suggested in that motion. The Debtors will grant the Agent, for the benefit of the Agent and Lender, a security interest in and lien on all property, assets, or interests in property or assets of the Debtors. The Agent and the Lender will have first priority liens on the collateral, and the obligations under the Credit Agreement will constitute administrative expenses with administrative priority and senior secured status. The DIP Loans will have an interest rate of Adjusted Eurodollar Rate plus 9.5%, and will mature on the earliest of (a) Oct. 31, 2014; or (b) 30 days after entry of the interim court order if the final court order is not yet entered. Default interest rate will be at 4.00% per annum in excess of the interest rate otherwise payable. The outstanding principal amount, together with all amounts owed under the Credit Agreement, will be repaid in full by the Maturity Date. Interest will be paid monthly. The Agent will have the right to "credit bid" the amount of the Lender's claims during any sale of assets of the Debtors or as part of any reorganization plan. The Debtors anticipate needing to draw on the DIP Facility immediately in an amount of up to $500,000. The Debtors seek immediate and emergency authorization to enter into the credit agreement with the Lender and to utilize the DIP Facility in an amount not exceeding $500,000 prior to the conclusion of the final hearing on the motion. The Debtors are seeking authority to obtain the post-petition credit provided through the DIP Facility as credit secured by unencumbered property of the estate or secured by (a) superpriority claim status; (b) a perfected first priority lien on all of the Debtors' assets; (c) a perfected junior lien on all assets of the Debtors that are subject to (i) any valid, perfected and non-avoidable lien in existence on the Petition Date, or (ii) any valid lien in existence on the Petition Date that is perfected subsequent to the Petition Date, in each case other than the encumbrances under any pre-petition facilities; and (d) a perfected first priority priming lien on all assets of the Debtors pledged under any prepetition facility. Rayford K. Adams III, Esq., at Spilman Thomas & Battle, PLLC, the attorney for the Debtors, says that the Debtors have no other adequate sources of working capital financing to meet its short- term and projected obligations, including payment of employee payroll, taxes, utilities, vendors and the costs of conducting the Chapter 11 case. If the DIP Financing is not approved, the Debtors' operations will be severely disrupted and the Debtors' operations as a going concern will be in jeopardy, according to Mr. Adams. About Fairmont General Fairmont General Hospital Inc. and Fairmont Physicians, Inc., which operate a 207-bed acute-care facility in Fairmont, West Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D. W.Va. Case No. 13-01054) on Sept. 3, 2013, listing between $10 million and $50 million in both assets and debts. The fourth-largest employer in Marion County, West Virginia, filed for bankruptcy as it looks to partner with another hospital or health system. The Debtors are represented by Rayford K. Adams, III, Esq., and Casey H. Howard, Esq., at Spilman Thomas & Battle, PLLC, in Winston-Salem, North Carolina; David R. Croft, Esq., at Spilman Thomas & Battle, PLLC, in Wheeling, West Virginia, and Michael S. Garrison, Esq., at Spilman Thomas & Battle, PLLC, in Morgantown, West Virginia. The Debtors' financial analyst is Gleason & Associates, P.C. The Debtors' claims and noticing agent is Epiq Bankruptcy Solutions. UMB Bank is represented by Nathan F. Coco, Esq., and Suzanne Jett Trowbridge, Esq., at McDermott Will & Emery LLP. The Committee of Unsecured Creditors is represented by Andrew Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis & Gross P.C. and Kirk B. Burkley, Esq., Bernstein Burkley, P.C. The Committee's local counsel can be reached at: Janet Smith Holbrook, Esq. HUDDLESTON BOLEN LLP 611 Third Avenue P.O. Box 2185 Huntington, WV 25722 Tel: (304)-691-8330 E-mail: jholbrook@huddlestonbolen.com FAIRMONT GENERAL: Has Court's Final OK to Use Cash Collateral ------------------------------------------------------------- Fairmont General Hospital Inc., et al., obtained final approval from the Hon. Patrick M. Flatley of the U.S. Bankruptcy Court for the Northern District of West Virginia to use the cash collateral of UMB Bank, N.A., as the successor Indenture Trustee for the Debtor's 2007 bonds (Marion County) and Series 2008 bonds (West Virginia Hospital Finance Authority). As reported by the Troubled Company Reporter on Oct. 10, 2013, the Debtors obtained an order from the Court authorizing interim cash collateral use. The Debtors, the Official Committee of Unsecured Creditors, and UMB Bank engaged in discussions regarding the terms and conditions of continued use of cash collateral. To afford the Debtors, the Committee, and UMB Bank additional time to attempt to achieve a consensual resolution of the terms and conditions of continued use of cash collateral, the Parties agreed to seek a continuance of the final hearing on the Motion and authorization for the Debtors to continue to use cash collateral in accordance with the provisions of the first interim order, as modified, pending a final hearing on the motion. The final hearing on the Cash Collateral Motion was continued to Oct. 23, 2013. UMB Bank is entitled to adequate protection of its interests in the prepetition collateral, including, but not limited to, the cash collateral, for any diminution in value of its interests in the prepetition collateral. As security for and solely to the extent of any diminution in the value of the Trustee's Prepetition Collateral from and after the Petition Date, the Trustee is granted senior priority replacement liens upon all assets and property of the Debtors and their respective estates of any kind or nature whatsoever, to the extent of and with the same validity and priority of the Trustee's valid and duly perfected liens on and security interests in the prepetition collateral. The Replacement Liens and Super-Priority Administrative Claim will be junior and subordinate to these fees and expenses: (a) all accrued but unpaid fees and expenses of the attorneys, accountants, financial advisors, bankers and other professionals retained by the Debtors or the Committee under section 327 or 1103(a) of the Bankruptcy Code, allocable to the professionals under and to the extent set forth in the budget and incurred prior to the delivery of a termination notice; (b) professional fees and expenses in the amount of $100,000 incurred after delivery of a termination notice; and (c) the payment of fees to the extent related to the Chapter 11 cases of the Debtors. A copy of the budget is available for free at: http://bankrupt.com/misc/FAIRMONT_GENERAL_cashcollbudget.pdf About Fairmont General Fairmont General Hospital Inc. and Fairmont Physicians, Inc., which operate a 207-bed acute-care facility in Fairmont, West Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D. W.Va. Case No. 13-01054) on Sept. 3, 2013, listing between $10 million and $50 million in both assets and debts. The fourth-largest employer in Marion County, West Virginia, filed for bankruptcy as it looks to partner with another hospital or health system. The Debtors are represented by Rayford K. Adams, III, Esq., and Casey H. Howard, Esq., at Spilman Thomas & Battle, PLLC, in Winston-Salem, North Carolina; David R. Croft, Esq., at Spilman Thomas & Battle, PLLC, in Wheeling, West Virginia, and Michael S. Garrison, Esq., at Spilman Thomas & Battle, PLLC, in Morgantown, West Virginia. The Debtors' financial analyst is Gleason & Associates, P.C. The Debtors' claims and noticing agent is Epiq Bankruptcy Solutions. UMB Bank is represented by Nathan F. Coco, Esq., and Suzanne Jett Trowbridge, Esq., at McDermott Will & Emery LLP. The Committee of Unsecured Creditors is represented by Andrew Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis & Gross P.C. and Kirk B. Burkley, Esq., Bernstein Burkley, P.C. Janet Smith Holbrook, Esq., at Huddleston Bolen LLP, is the Committee's local counsel. FLY FUNDING: S&P Retains 'BB' Corporate Credit Rating ----------------------------------------------------- Standard & Poor's Ratings Services stated that its 'BBB-' rating on Fly Funding II S.a.r.l.'s $395 million term loan remains unchanged following the company's $105 million add-on. The recovery rating on the term loan is '1', indicating S&P's expectation that lenders would receive high (90%-100%) recovery in a payment default scenario. Fly Funding II is a wholly owned subsidiary of Bermuda-based aircraft operating lessor Fly Leasing Ltd. The rating on Fly Leasing reflects the inherent risks of cyclical demand and lease rates for aircraft, a substantial percentage of encumbered assets, and the company's complicated ownership structure. The rating also reflects Fly Leasing's position as a mid-tier provider of aircraft operating leases, and S&P's expectation that the company's credit metrics will improve as its earnings and cash flow benefit from the addition of aircraft to its fleet. S&P views Fly Leasing's business risk profile as "fair," its financial risk profile as "significant," and its liquidity as "adequate" under its criteria. The rating outlook is stable. S&P expects Fly Leasing's credit metrics will continue to improve from the low levels in 2011, when the company added approximately $1.2 billion of debt primarily to fund the acquisition of a portfolio of aircraft. As Fly Leasing continues to generate earnings and cash flow from acquired aircraft, with some expected debt reduction, S&P expects funds from operations (FFO) to debt to increase modestly from the 8% level as of June 30, 2013. S&P could raise the ratings if aircraft lease rates improve significantly from current levels due to stronger demand, increasing FFO/debt to at least 10% for a sustained period. S&P could lower the ratings if lease rates deteriorate or the company adds incremental debt, decreasing FFO/debt to around 5% or lower for a sustained period. RATINGS LIST Fly Leasing Ltd. Corporate Credit Rating BB/Stable Ratings Unchanged Fly Funding II S.a.r.l. $500 mil term loan* BBB- Recovery Rating 1 *Includes the $105 million add-on. FREESEAS INC: Signs Definitive Agreement for $10-Mil. Investment ---------------------------------------------------------------- FreeSeas Inc. has entered into a definitive agreement with Crede CG III, Ltd., a wholly-owned subsidiary of Crede Capital Group, LLC, for an investment of $10 million through the private placement of two series of zero-dividend convertible preferred stock and Series A and B Warrants, subject to certain terms and conditions. Mr. Ion G. Varouxakis, chairman, president and CEO, commented: "The agreement, which follows our recently announced elimination of approximately $30 million of indebtedness, provides the Company with the capital necessary to help further strengthen its balance sheet and position itself to grow its fleet, generating future income and earnings growth. Most importantly, this agreement also marks the beginning of a special relationship with Crede, a leading institutional investor. We look forward with excitement at the period ahead of us." At the first closing, which is expected to occur on Nov. 5, 2013, the Investor will purchase for $1.5 million 15,000 shares of Series B Convertible Preferred Stock, together with the Warrants. The Series B Preferred Stock will be convertible into shares of the Company's common stock at the lower of (i) $0.40 and (ii) the closing bid price of the Company's common stock on the first (1st) trading day immediately following the effective date of the Registration Statement. The Series A Warrants will be initially exercisable for 25,000,000 shares of the Company's common stock at an initial exercise price of $0.52 per share and will have a 5-year term. The Series B Warrants will be initially exercisable for 12,500,000 shares of the Company's common stock at an initial exercise price of $0.52 per share and will expire on the earlier to occur of (1) 90 days after the effective date of the Registration Statement and (2) the one year anniversary of the Initial Closing. Two trading days after the Registration Statement is declared effective by the Securities and Exchange Commission, and subject to the satisfaction of other customary closing conditions, the Company will sell to the Investor 85,000 shares of the Company's Series C Convertible Preferred Stock for $8.5 million. The Series C Preferred Stock to be issued will be convertible into the Company's common stock at the same price at which the Series B Preferred Stock is convertible. The Investor may exercise the Warrants by paying cash for the shares of the Company's common stock or by exchanging the Warrants for shares of the Company's common stock having a value equal to the Black-Scholes value set forth therein. In the event that the Company's common stock trades at or above $0.65 for a period of 20 consecutive trading days, the average daily dollar volume of the Company's common stock equals at least $1 million during that period and various equity conditions are also satisfied during such period, the Company may, at its election, require the Investor to exercise the Warrants for cash. The convertibility of the Preferred Stock and the exercisability of the Warrants each may be limited if, upon conversion or exercise (as the case may be), the holder thereof or any of its affiliates would beneficially own more than 9.9 percent of the Company's common stock. The Preferred Stock and the Warrants contain customary weighted-average anti-dilution protection. Simultaneously with the Initial Closing, the Company will enter into a Registration Rights Agreement with the Investor, pursuant to which the Company will be required to file a registration statement with the SEC, within 20 days of the Initial Closing, to register for resale by the Investor the common stock underlying the Preferred Stock and the Warrants issued and to be issued to the Investor. The Company will pay $22,500 per month for each month that the Registration Statement is not declared effective 90 days after the Initial Closing, but those penalties will cease after six months if the Investor is eligible to sell shares under Rule 144 without restriction. In addition, the Company will reimburse the Investor for legal expenses incurred by it or its affiliates in connection with the transactions contemplated by the transaction documents in an amount equal to $75,000. In addition, the Company will also pay to the Investor non-refundable amounts equal to $75,000 upon occurrence of the Initial Closing and $425,000 upon occurrence of the second closing, in each case, as an unallocated expense reimbursement. The Investor has the right to participate on the same terms as other investors, up to 25 percent of the amount of any subsequent financing the Company enters into, for a period of (i) one year from the second closing or (ii) if parties' obligations to consummate the second closing are terminated pursuant to Section 8 of the Purchase Agreement, then (A) one year from the Initial Closing if the Company is not in material breach of its obligations under the transaction documents at the time of such termination or (B) two years from the Initial Closing if the Company is in material breach of its obligations under the transaction documents at the time of such termination. Such prohibition will not apply to issuances pursuant to acquisitions, joint ventures, license arrangements, leasing arrangements, employee compensation and the like. A copy of the Securities Purchase Agreement is available at: http://is.gd/ap5V0Q Additional information is available for free at: http://is.gd/eiuFeZ About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. Freeseas disclosed a net loss of US$30.88 million in 2012, a net loss of US$88.19 million in 2011, and a net loss of US$21.82 million in 2010. The Company's balance sheet at Dec. 31, 2012, showed US$114.35 million in total assets, $106.55 million in total liabilities and US$7.80 million in total shareholders' equity. RBSM LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements. It has also failed to make required payments to Deutsche Bank Nederland as agreed to in its Sept. 7, 2012, amended and restated facility agreement and received notices of default from First Business Bank. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. FURNITURE BRANDS: Auction Accelerated as Samson to Bid ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Furniture Brands International Inc. auction is heating up and accelerating. According to the report, there may be at least three bidders, and the auction originally scheduled for Dec. 10 will now take place Nov. 21. Samson Holding Ltd., a Chinese furniture maker, notified Furniture Brands that it intends to make a bid. Samson owns 9.5 percent of Furniture Brands' common stock. Court-approved sale procedures allowed for changes in auction procedures without another hearing so long as the official creditors' committee agreed. With the committee's consent, the bankruptcy judge in Delaware last week authorized moving the auction up to Nov. 21, with a hearing to approve the sale accelerated to Nov. 22 rather than Dec. 12. Prospective bidders are now obliged to submit their offers initially by Nov. 20. Originally, Oaktree Capital Management LP was designated to buy the business for $166 million. Then, KPS Capital Partners LP made a better offer to be the so-called stalking horse by making an initial bid of $280 million at auction. Furniture Brands makes home furniture under brand names Broyhill, Lane, Thomasville, Drexel Heritage and Henredon. The Chapter 11 petition listed assets of $546.7 million and liabilities totaling $550.1 million. There is $142 million in debt for borrowed money, including $49.7 million on a secured term loan and $92.3 million on a revolving credit. Trade suppliers have claims of $100 million while there is about $200 million in unfunded pension liability. Furniture Brands operates in the U.S. and nine other countries. U.S. plants are in North Carolina and Mississippi. Offshore manufacturing comes from contractors and company-owned plants abroad. The designer, maker and retailer of furniture reported a $62 million net loss for the six months ended June 30. Revenue for the period was $509.7 million. In 2012, the net loss was $47.3 million on sales of $1.07 billion. About Furniture Brands Furniture Brands International (NYSE:FBN) -- http://www.furniturebrands.com-- engages in the designing, manufacturing, sourcing and retailing home furnishings. Furniture Brands markets products through a wide range of channels, including company owned Thomasville retail stores and through interior designers, multi-line/ independent retailers and mass merchant stores. Furniture Brands serves its customers through some of the best known and most respected brands in the furniture industry, including Thomasville, Broyhill, Lane, Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture, Maitland-Smith and LaBarge. On Sept. 9, 2013, Furniture Brands International, Inc. and 18 affiliated companies sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12329). Attorneys at Paul Hastings LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. Alvarez and Marsal North America, LLC, is the restructuring advisors. Miller Buckfire & Co., LLC is the investment Banker. Epiq Systems Inc. dba Epiq Bankruptcy Solutions is the claims and notice agent. Furniture Brands' balance sheet at June 29, 2013, showed $546.73 million in total assets against $550.13 million in total liabilities. The company has an official creditor's committee with seven members. The creditors' panel includes the Pension Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers. GASTAR EXPLORATION: Moody's Rates $125MM Add-on Sr. Notes Caa2 -------------------------------------------------------------- Moody's Investors Service assigned a Caa2 rating to Gastar Exploration USA, Inc.'s announced $125 million add-on senior note offering. Proceeds from the notes, concurrent with a preferred stock offering of 2.14 million shares (roughly $53.5 million) will be used to finance its acquisition of assets in the Mid-Continent (West Edmond Hunton Lime Unit, or WEHLU) for $187.5 million. Gastar's other ratings are unchanged and the outlook remains positive. The Caa2 ratings on the proposed add-on notes reflects both their subordination to Gastar's senior secured revolving credit facility's potential priority claim to the company's assets and the guarantee by essentially all material domestic subsidiaries on a senior secured second-lien basis. Primarily, the presence of a revolver (currently $50 million, but possible upsizing to $90-100 million range pro forma for WEHLU acquisition) results in Gastar's secured notes being rated one notch below the Caa1 Corporate Family Rating (CFR) under Moody's Loss Given Default Methodology. Moody's views the transaction as neutral for Gastar's credit profile. The WEHLU assets provide strategic and operational potential with the additional 12.5 million proven reserves producing about 1,900 barrels of oil equivalent per day (Boe/d) in the Hunton Limestone play in Oklahoma. The company has grown production gradually since the initial rating by Moody's in May 2013 and pro forma for the announced acquisitions, its average daily production as of October 29, 2013 has grown to over 9,000 Boe/d. However, pro forma leverage on a debt to average daily production basis will also increase to $35,000 / Boe and debt / proved developed reserves to more than $9 / Boe. Gastar's Caa1 CFR continues to reflect its relatively small scale and geographic concentration, execution risk related to pending acquisition, 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 company should have adequate liquidity to cover its cash needs through late-2014. Moody's expects the company to use cash from operations and available liquidity (including revolver borrowings) to fund its capital spending program. The borrowing base should grow over time as the company adds more reserves to improve liquidity and add financial flexibility. The positive outlook reflects Moody's expectations that Gastar will continue to grow its production and reserves base. An upgrade is possible if the company can achieve, on a sustained basis, production levels approaching 13,000 boe/d while growing its PD reserves base, reducing the debt to average daily production ratio below $24,000 boe/d, and maintaining adequate liquidity. A meaningful slowdown in production growth relative to expectations, higher than expected capital spending, and / or a material weakness in liquidity could prompt a downgrade. Sustained leverage above $40,000 / boe/d on a production basis and above $14 / boe on a PD reserves basis could also lead to a negative ratings action. Gastar's leverage metrics incorporate Moody's latest methodology for "Debt and Equity Treatment for Hybrid Instruments of Speculative-Grade Nonfinancial Companies", published on July 31, 2013, which results in 100% equity credit given to the company's preferred stock compared to 50% equity credit at the time of its initial rating. Gastar is a publicly traded independent oil and gas exploration and production company, which is headquartered in Houston, Texas. GATEWAY CASINOS: DBRS Assigns Provisional B(high) Issuer Rating --------------------------------------------------------------- DBRS has assigned an Issuer Rating of B(high) to Gateway Casinos & Entertainment Limited and a provisional rating of B (high) to the Company's proposed new Senior Secured 2nd-Lien Notes, both with Stable trends. The Senior Secured 2nd-Lien Notes have a recovery rating of RR4. The ratings reflect Gateway's concentration in the Greater Vancouver Regional District (GVRD), competition for discretionary income and the high degree of financial leverage. The ratings are also based on the Company's strong market positions in the fastest growing and most prosperous regions of Canada and the symbiotic relationship with government that is beneficial to incumbent casino operators. Gateway is one of the largest casino operators in Canada, with 12 gaming facilities located in British Columbia and Alberta. Based on revenue, the Company has a leading market share in the GVRD, is the dominant operator in the Thompson-Okanagan region and is the third-largest player in Edmonton, a more competitive market. In 2010, under previous ownership, Gateway entered into a series of forbearance agreements in order to restructure its debt obligations. DBRS notes that Gateway's assets consistently generated economic profit throughout this period and the restructuring was the result of extremely aggressive leverage. As part of the restructuring, Catalyst Capital Group Inc. obtained a majority equity stake in the Company with the intention of taking it public. Since the restructuring in 2010, Gateway's earnings profile has weakened. Although the Company has maintained leading market positions, revenue has remained relatively stable despite the purchase of three smaller community gaming centres. The western Canadian gaming market has grown steadily over this period, indicating that Gateway has lost market share. Furthermore, while Gateway's operating margins remain high relative to peers, they have contracted over this time period due to increased labour costs in British Columbia, as well as aggressive marketing spend that did not translate into growth in operating income. Gateway's financial profile benefits from its cash generating capacity and low maintenance capex but is constrained by high leverage and low coverage ratios. While cash flow from operations has declined in line with operating income in recent years, Gateway has generated positive free cash flow before dividends since 2011, in the $25 million to $50 million range. Although the Company maintains a discretionary dividend policy that has varied, DBRS notes that current shareholders have injected capital if and when necessary. Subsequent to the recapitalization, Gateway's balance sheet debt is expected to increase by approximately $50 million to $510 million. As a result, lease-adjusted debt-to- EBITDAR and lease-adjusted EBITDAR coverage ratios should weaken to 6.1 times (x) and 2.7x, respectively. DBRS believes Gateway's earnings profile will strengthen over the near-to-medium term as the new management team's investments and initiatives should increase customer traffic and reverse recent market share losses and margin erosion. DBRS believes gaming revenue will grow in the mid-single digits, driven by three casino expansions where utilization is currently high and an improved food and beverage offering to attract casual gamers. DBRS forecasts margins will improve slightly, resulting from the benefits of operating leverage, the new management team's focus on cost cutting and the additional government-serviced slot machines. As a result, DBRS expects EBITDA to grow approximately 10% by 2015. DBRS expects Gateway's financial profile to improve over the medium term as the Company increases its cash generating capacity and uses the majority of its free cash flow to fund its scheduled debt repayments. Cash flow from operations is expected to grow in line with operating income, increasing by approximately 20%, to more than $60 million in 2015. DBRS expects Gateway to invest $40 million to $50 million per year over the next three years to fund property relocation and expansion. DBRS believes free cash flow will be used for deleveraging, rather than returns to shareholders, as the Company prepares for an initial public offering within the next two years. DBRS anticipates approximately $35 million of debt reduction (including $21 million of scheduled amortization payments) through 2015. This deleveraging, combined with growth in operating income, could result in a material improvement to key credit metrics (i.e., lease-adjusted debt-to-EBITDAR near 5.0x by 2015), which may warrant a positive rating action. That said, should lease-adjusted debt-to-EBITDAR increase to more than 6.5x, either resulting from weakening operating performance or debt-financed returns to shareholders, ratings could be pressured. GATEWAY CASINOS: S&P Lowers CCR to 'B+' on New Debt Financing ------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its long-term corporate credit rating on Gateway Casinos & Entertainment Ltd. to 'B+' from 'BB-' following the company's proposed refinancing, which increases debt. The outlook is stable. At the same time, Standard & Poor's lowered its issue-level rating to 'BB' from 'BB+' on the company's first-lien senior secured debt. The '1' recovery rating on the debt is unchanged. Standard & Poor's also lowered its issue-level rating on Gateway's second- lien debt to 'B+' from 'BB'. The '3' recovery rating on the second-lien debt is unchanged. Finally, Standard & Poor's assigned its 'BB' issue-level rating and '1' recovery rating to Gateway's proposed first-lien C$145 million term loan A and C$145 million term loan B and assigned its 'B+' issue-level rating and '4' recovery rating to the company's C$220 million second-lien notes. A '1' recovery rating indicates very high (90%-100%) recovery in a default scenario; a '4' recovery rating indicates average (30%-50%) recovery in a default scenario S&P revised the company's financial risk profile to "highly leveraged," in accordance with its updated criteria for corporate entities owned by financial sponsors and incorporating the risk of subsequent leveraging. Gateway's highly leveraged financial risk profile is characterized by high debt leverage with commensurately low interest coverage, with pro forma fully adjusted debt to EBITDA expected to be more than 6x, with leverage likely only declining below 6x in 2015. "The ratings on Gateway reflect what we view as the company's fair business risk profile, characterized by a strong share of the concentrated gaming market in British Columbia, where steady growth and a supportive regulatory regime have translated into industry-leading margins for the company," said Standard & Poor's credit analyst Donald Marleau. "That said, Gateway's business risk profile is constrained by its limited diversity, with cash flows heavily concentrated in a few key assets in British Columbia," Mr. Marleau added. The company is majority-owned by Toronto-based Catalyst Capital Group Inc. (not rated), with Tennenbaum Capital Partners LLC (not rated) holding a significant minority stake, and others investors holding the remainder. The assets Gateway owns were previously owned by Gateway Casinos & Entertainment Inc. (not rated), a highly leveraged joint venture between Crown Ltd. and Macquarie Group Ltd., which entered into forbearance agreements with lenders in early 2010 and completed a consensual restructuring in September 2010. The portfolio of casinos, however, remained profitable through the recession and the restructuring. Gateway operates three casinos in the Vancouver region, four in the Okanagan Valley, and two in Edmonton, Alta., as well as three community gaming centers and a bingo license in British Columbia (B.C.) The company's market position is good, in S&P's opinion, with an effective duopoly in Vancouver and a dominant position in the Okanagan market, offset by more competitive conditions in Edmonton. The company's operating diversity is good relative to that of similarly rated peers, although it relies heavily on the three Vancouver properties that account for more than two-thirds of casino revenue. With the overwhelming majority of its cash flows concentrated in B.C., the company is exposed to regulatory changes in that province, although S&P views this as a secondary risk because the industry's interests appear well aligned with those of the government. That said, S&P do not believe that the B.C. government will approve more casino licenses in the next several years, and the appetite for increased gaming in downtown Vancouver appears limited, thereby cementing Gateway's position. The stable outlook on Gateway stems from S&P's expectation that the company's robust discretionary cash flow supports some amortization and debt reduction in the next several years. S&P could lower the ratings if operating difficulties or intense competition negatively affect profitability and potentially weaken the company's stable cash flow, such that EBITDA interest coverage drops below 2x because of weaker operating performance or debt- funded shareholder returns, which S&P believes could cause a shortfall in free cash available for mandatory amortization. S&P are unlikely to raise the ratings on Gateway because of its view on the company's highly leveraged financial risk profile, as evidenced by its heavy debt load and financial sponsor ownership. Gateway does not release its financial statements publicly. GETTY IMAGES: Bank Debt Trades at 11% Off ----------------------------------------- Participations in a syndicated loan under which Getty Images Inc is a borrower traded in the secondary market at 88.88 cents-on- the-dollar during the week ended Friday, November 8, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.94 percentage points from the previous week, The Journal relates. Getty Images Inc pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 14, 2019. The bank debt carries Moody's B2 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 212 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Getty Images Headquartered in Seattle, Wash., Getty Images is a leading creator and distributor of still imagery, video and multimedia products, as well as a recognized provider of other forms of premium digital content, including music. The company was founded in 1995 and provides stock images, music, video and other digital content through several web sites, nota0bly gettyimages.com, istockphoto.com, and thinkstock.com. In October 2012, The Carlyle Group completed the acquisition of a controlling indirect interest in Getty Images in a transaction valued at approximately $3.3 billion (up from the $2.4 billion transaction value of the prior LBO in 2008). The Carlyle Group owns approximately 51% of the company with a trust representing certain Getty family members owning approximately 49%. Revenues totaled $897 million for the 12 months ended June 30, 2013. * * * As reported in the Troubled Company Reporter on Sept. 5, 2013, Moody's Investors Service placed the ratings of Getty Images on review for downgrade based on weaker than expected results through 2Q2013 and Moody's revised expectations for the next 12 months. According to Moody's, Corporate Family Rating of Issuer: Getty Images, Inc. and Abe Investment Holdings, Inc., currently B2, is placed on review for possible downgrade. GLOBALLOGIC HOLDINGS: S&P Assigns Prelim. 'B' CCR; Outlook Stable ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary 'B' corporate credit rating to McLean, Va.-based, GlobalLogic Holdings Inc. The outlook is stable. S&P also assigned a preliminary 'B+' issue-level rating with a recovery rating of '2' to the company's proposed $25 million senior secured revolving credit facility due 2018 and $160 million term loan due 2019. The '2' recovery rating indicates expectations for substantial (70% to 90%) recovery of principal in the event of default. All ratings are preliminary, and S&P will finalize them following the close of the transaction and receipt of final documentation. "Our ratings on GlobalLogic Holdings Inc. reflect its "weak" business risk profile and "highly leveraged" financial risk profile," said Standard & Poor's credit analyst Andrew Chang. "Our business risk assessment is based on the company's small scale and market share in the highly competitive global business process outsourcing (BPO) industry, somewhat high customer and geographic concentration, and modest profitability levels. The financial risk assessment incorporates pro forma leverage in the mid-7x area (adjusted for the shareholder loan, which we treat as debt). Favorable industry growth prospects, a high level of revenue visibility, and positive FOCF are partial offsets," added Mr. Chang. The company is a provider of outsourced product development (OPD) and is a niche participant in the larger BPO market. The OPD industry is differentiated by its focus on higher value R&D functions and is highly fragmented with many small participants although we believe that the large traditional BPO providers are capable of becoming more involved over the longer term as the OPD market expands. GlobalLogic is significantly smaller than most of its competitors, is narrow in geographical scope, and has moderate customer concentration with the top 10 customers accounting for about 40% of revenues. Profitability also lags that of large BPOs given its small scale. On the other hand, GlobalLogic, along with the OPD industry at large, has grown rapidly in recent years, and S&P expects this to continue over the intermediate term given the reduced cost of product development for the customers and shortage of U.S. software engineers. GlobalLogic's good revenue growth within its existing base and good revenue visibility also support its business profile. GST LLC: Case Summary & 6 Largest Unsecured Creditors ----------------------------------------------------- Debtor: GST, LLC 1331 Connecticut Avenue, NW Washington, DC 20036 Case No.: 13-00705 Chapter 11 Petition Date: November 8, 2013 Court: United States Bankruptcy Court District of Columbia (Washington, D.C.) Judge: Hon. Martin Teel, Jr. Debtor's Counsel: Augustus T. Curtis, Esq. COHEN, BALDINGER & GREENFELD, LLC 2600 Tower Oaks Blvd., Suite 103 Rockville, MD 20852 Tel: (301) 881-8300 Email: augie.curtis@cohenbaldinger.com Total Assets: $1.26 million Total Debts: $948,659 The petition was signed by George Thanos, president. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/dcb13-705.pdf GUAM WATERWORKS: Moody's Hikes Revenue Bonds Rating to 'Ba1' ------------------------------------------------------------ Moody's Investors Service has upgraded to Ba1 from Ba2 the rating on the Guam Waterworks Authority's outstanding Water and Wastewater System Revenue Bonds and assigned a Ba1 rating to the Authority's Water and Wastewater System Revenue Bonds, Series 2013. Proceeds of the Series 2013 bonds will be used to make improvements to the Authority's water and wastewater systems including improvements required by a 2011 Court Order and identified by the USEPA in a 2012 Findings of Significant Deficiencies and a 2013 Request for Information. Following the issuance of the Series 2013 bonds, the Authority will have $381 million of System Revenue Bonds outstanding. The outlook for the ratings is positive. Issue: Water and Wastewater System Revenue Bonds, Series 2013 Rating: Ba1 Sale Amount: $173,985,000 Expected Sale Date: 11-18-2013 Rating Description: Revenue: Government Enterprise Summary Rating Rationale: The System Revenue bonds are secured by revenues of the Authority's water and wastewater systems. The upgrade to Ba1 reflects significantly improved financial performance and coverage due to steady rate increases, replacement of faulty meters, and cost savings from improved leak control; progress in addressing outstanding regulatory issues; and a track record of obtaining approval for and enacting needed rate increases. The below investment grade rating reflects the small and concentrated economy, the vulnerability of system finances to volatile energy costs, above average debt levels, and uncertainty regarding the timing and cost of future regulatory requirements. Strengths: -- Significantly improved financial performance and coverage. -- Progress in addressing outstanding regulatory issues. -- Track record of obtaining approval for and enacting needed rate increases; approval by PUC of five-year rate plan. -- Essentiality of the water and wastewater systems. Challenges: -- Above-average debt levels, significant future borrowing plans, and uncertainty regarding timing and cost of future regulatory requirements. -- Small economy concentrated in tourism and military; vulnerability of tourism to global macro events. -- Wealth levels below US averages; unemployment above US level. -- Natural disaster risk. -- System vulnerability to volatile energy costs. Outlook: The outlook on the System Revenue Bonds is positive, reflecting the approval of the Authority's 5-year rate increase plan and projections of continued strong coverage levels. What Could Make The Rating Go Up: -- Financial results that equal or exceed current projections. -- Significant growth and diversification of the Guam economy. What Could Make The Rating Go Down: -- Financial results that fall short of current projections. -- New regulatory requirements that increase system capital needs and debt levels. HERTZ CORP: Moody's B1 CFR Unaffected by Simply Wheelz Bankruptcy ----------------------------------------------------------------- Moody's Investors Service said that Hertz's announcement of an approximately $50 to $70 million exposure relating to the bankruptcy filing of Simply Wheelz LLC (the owner of Hertz' divested Advantage operations) and the authorization by Hertz's board of a $300 million share repurchase program are credit negatives. However, the company's B1 Corporate Family Rating (CFR) and the ratings of its debt obligations are unaffected, and the rating outlook remains stable. HUSKY INTERNATIONAL: Moody's Rates New $160MM Sr. Sec. Loan 'Ba3' ----------------------------------------------------------------- Moody's Investors Service affirmed Husky International Ltd.'s B2 corporate family rating (CFR), B2-PD probability of default rating, Ba3 senior secured credit rating, and Caa1 senior unsecured notes rating, and assigned a Ba3 rating to the proposed $160 million increase in the company's existing $831 million senior secured term loan maturing in 2018. The ratings outlook remains negative. Net proceeds from Husky's incremental $160 million term loan together with balance sheet cash will be used to finance the acquisition of Sch�ttli Group, a maker of medical and closure molds. "Husky's B2 CFR was affirmed because the proposed acquisition will provide earnings diversity into the medical devices market while enhancing the company's positioning in the beverage closures market," says Peter Adu, Moody's lead analyst for Husky. "The outlook remains negative until the company demonstrates that the declining order trend in China has stabilized," Adu added. Ratings Assigned: $160M Sen. Sec. Term Loan B due 2018, Ba3, LGD3, 30% Ratings Affirmed: Corporate Family Rating, B2 Probability of Default Rating, B2-PD $110M Revolving Credit Facility due 2018, Ba3, LGD3, 30% (from LGD2, 28%) $831M Sen. Sec. Term Loan B due 2018, Ba3, LGD3, 30% (from LGD2, 28%) $570M Sen. Unsecured Notes due 2019, Caa1, LGD5, 84% (from LGD5, 83%) Outlook Action: Remains Negative Ratings Rationale: Husky's B2 CFR primarily reflects its high leverage (pro-forma adjusted Debt/EBITDA of 6.6x) and narrow product profile with technology risk exposure. The rating also reflects the company's strong global market position in the polyethylene terephthalate ("PET") pre-form market for beverage packaging, large installed base which drives material replacement revenue, good geographic and customer diversity, solid EBITA margins and good liquidity. The rating considers Husky's earnings diversity into medical devices and its increased scale in beverage closures after it closes the Sch�ttli acquisition. Demand for the company's PET equipment is cyclical, and is influenced by capital spending decisions of its customers, which include the world's largest beverage brands. However, this cyclicality is tempered by Husky's relatively stable parts and aftermarket service revenue, ongoing trend towards PET as a packaging substrate and significant exposure to developing markets, where the majority of industry growth is occurring. Despite its exposure to technology risks from Asian competition, Moody's expects the strength of Husky's market position to prevail into the medium term given its continuing technological leadership. While Moody's does not anticipate debt repayment in the next 12 to 18 months, modest EBITDA growth should enable Husky's leverage to fall below 6x in this timeframe. Husky's liquidity is good, supported by cash balances of about $77 million at Q2/13 and Moody's expectation for annual free cash flow in excess of $50 million. Due to prepayments in Q1/13, Husky does not have scheduled term loan repayments through 2018. As well, Husky has access to a $110 million revolving credit facility (committed until June 2018) which is not expected to be drawn through the next 4 to 6 quarters, although about $10 million is used for letters of credit. The facility has no applicable financial covenant unless revolver drawings exceed $25 million, at which point a total leverage covenant comes into effect. Moody's expects the total leverage covenant level to have cushion in excess of 25% if applicable. The outlook remains negative primarily because of the weak results Husky recorded in the first half of 2013. Moody's could return the outlook to stable if Husky demonstrates stabilization of order trends in China and reduces leverage below 6x in the next 12 to 18 months. Upward rating action could be considered should Husky improve its adjusted Debt/ EBITDA below 5.5x and EBITA/ Interest above 2x on a sustainable basis. Downward rating pressure could arise if Husky's adjusted Debt/ EBITDA is sustained above 6.5x or EBITA/ Interest coverage is likely to trend below 1.25x. Husky International Ltd. is a leading global manufacturer of PET injection molding equipment and related components and services for the beverage industry. Revenue for the last twelve months ended June 30, 2013 was $1.2 billion. The company is headquartered in Bolton, Ontario, Canada. INFINIA CORP: Has OK to Hire Parsons Kinghorn as Bankr. Counsel --------------------------------------------------------------- Infinia Corporation obtained permission from the U.S. Bankruptcy Court for the District of Utah to employ Parsons Kinghorn Harris, P.C., as its general bankruptcy counsel. As reported by the Troubled Company Reporter on Oct. 4, 2013, Parsons Kinghorn will be paid these hourly rates: Shareholders: $195-$400 Associates: $150-$185 Paralegals: $75-125 The firm will also be reimbursed for any necessary out-of-pocket expenses. About Infinia Corp. Infinia Corp. and subsidiary Powerplay Solar I LLC, the owners of a solar generation project in Yuma, Arizona, filed Chapter 11 cases (Bankr. D. Utah Case No. 13-30688) on Sept. 17, 2013. The Debtors estimated assets and debts of at least $10 million. INTERNATIONAL CABLE: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: International Cable Corporation 33 Wales Avenue Avon, MA 02322 Case No.: 13-16552 Chapter 11 Petition Date: November 8, 2013 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Hon. Joan N. Feeney Debtor's Counsel: Neil D. Warrenbrand, Esq. LAW OFFICES OF NEIL WARRENBRAND One McKinley Square Boston, MA 02109 Tel: (617) 720-2286 Email: neil@warrenbrandlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jay Pabian, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mab13-16552.pdf INSTITUTO MEDICO: Seeks to Pay Employee Wages & Benefits -------------------------------------------------------- Instituto Medico del Norte, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to pay certain wages, compensation, employee benefits, and related costs, to approximately 310 employees. As of the Petition Date, the Debtor has accrued approximately $260,000 in unpaid payroll obligations for regular periodic payroll for regular employees and approximately $325,000 owed to independent contractors. The Debtor also has accrued payroll taxes of approximately $41,000 as of the Petition Date. The Debtor also proposes to pay the following employee benefits: Vacation Pay $288,000 Medical Insurance $53,000 Unpaid Worker's Compensation $80,000 According to Rafael A Gonzalez Valiente, Esq., at Latimer Biaggi Rachid & Godreau, in San Juan, Puerto Rico, tells the Court that the Debtor's Employees and Independent Contractors are essential to preserving the going-concern of the Debtor's business pending consummation of a reorganization. It is therefore critical that the Debtor continue the ordinary course personnel policies, programs, and procedures that were in effect prior to the Petition Date, Mr. Valiente adds. Instituto Medico del Norte, Inc., aka Centro Medico Wilma N. Vazquez, aka Hospital Wilma N. Vazquez Skill Nursing Facility of Centro Medico Wilma N. Vazquez, sought protection under Chapter 11 of the Bankruptcy Code on Oct. 30, 2013 (Bankr. D.P.R. Case No. 13-08961). The case is assigned to Judge Mildred Caban Flores. The Debtor is represented by Fausto David Godreau Zayas, Esq. -- dgodreau@LBRGlaw.com -- and Rafael A Gonzalez Valiente, Esq. -- rgonzalez@lbrglaw.com -- at LATIMER BIAGGI RACHID & GODREAU, in San Juan, Puerto Rico. J. CREW: Moody's Hikes Rating on $1.17BB Secured Term Loan to Ba3 ----------------------------------------------------------------- Moody's Investor Service upgraded J.Crew Group's senior secured term loan to Ba3 from B1 and senior notes to B3 from Caa1. At the same time, Moody's moved the Corporate Family, Probability of Default and Speculative Grade Liquidity ratings from J.Crew Group to Chinos Intermediate Holdings A, Inc. The upgrade of J.Crew Group's debt instrument ratings reflects the incremental loss absorption in the company's capital structure following the closing of the $500 million of Senior PIK Toggle Notes by Chinos. J.Crew Group, Inc. The following ratings were upgraded: $1,173 million senior secured term loan due March 2018 to Ba3 (LGD3, 31%) from B1 (LGD3, 41%) $400 million senior notes due March 2019 to B3 (LGD5, 73%) from Caa1 (LGD5, 87%) The following ratings were withdrawn: Corporate Family Rating at B2 Probability of Default Rating at B2-PD Speculative Grade Liquidity at SGL-1 Chinos Intermediate Holdings A, Inc. The following ratings were assigned: Corporate Family Rating at B2 Probability of Default Rating at B2-PD Speculative Grade Liquidity rating at SGL-1 The following rating was affirmed: $500 million Senior PIK Toggle notes due 2019 at Caa1 (LGD 6, 91%) The rating outlook is negative. Ratings Rationale: J.Crew's B2 Corporate Family Rating reflects its high debt burden from its 2011 LBO by investment funds affiliated with TPG Capital, L.P. ("TPG") and Leonard Green & Partners, L.P. ("Leonard Green") along with certain members of the executive management team and the company's aggressive financial policies evidenced by its recent $500 million debt-financed distribution. Proforma for the recent distribution, Moody's adjusted leverage is in excess of 6.5 times and interest coverage is around 1.6 times. The rating is also constrained by J.Crew's relatively small scale and high business risk as a specialty apparel retailer, which exposes the company to potential performance volatility as a result of fashion risk or changes in consumer spending. The rating is supported by J.Crew's solid merchandising skills as reflected by several years of solid sales growth, credible market position in the highly fragmented specialty apparel retailing segment, very well recognized lifestyle brand, and its strong margins relative to peers. The company's very good liquidity profile partly mitigates its high leverage. The negative outlook reflects the company's more constrained financial flexibility following the recent debt financed distribution which will increase funded debt levels by almost 1/3rd. There is limited ability for the company to see continued negative trends in EBITDA, as was evident in the first half of 2013. Moody's notes the company expects a slight improvement in EBITDA in its third quarter, which evidences management's solid execution, but this trend will need to be sustained in the face of a still challenging consumer environment. Ratings could be lowered if negative trends in EBITDA were to persist such that it was unlikely the company would be able to restore debt/EBITDA below 6 times over the next 18 months. In view of the elevated leverage there is no capacity for any erosion to the company's very good liquidity profile or for any more aggressive financial policies, such as utilizing the company's liquidity for further shareholder distributions. Specific metrics include Debt/EBITDA sustained above 6.0 times or interest coverage being sustained below 1.5 times. In view of the aggressive financial policies under its current owners, ratings are unlikely to be upgraded in the near to intermediate term. Over time ratings could be upgraded if J. Crew continues to realize good returns on growth investments with consistent positive annual free cash flow, while demonstrating the ability and willingness to achieve and maintain debt/EBITDA below 5.0 times and interest coverage above 2.0 times. The rating outlook could be revised to stable if debt/EBITDA moves below 6 times and interest coverage exceeded 1.75 times while maintaining a very good liquidity profile. J.Crew Group, Inc., headquartered in New York, NY, is a multi- channel apparel retailer. As of October 5, 2013 the Company operates 313 retail stores (including 245 J.Crew retail stores, eight crewcuts stores and 60 Madewell stores), jcrew.com, jcrewfactory.com, the J.Crew catalog, madewell.com, the Madewell catalog, and 114 factory stores. LTM revenue exceeds $2.3 billion. JC PENNEY: Bank Debt Trades at 3% Off ------------------------------------- Participations in a syndicated loan under which JC Penney is a borrower traded in the secondary market at 96.77 cents-on-the- dollar during the week ended Friday, Nov. 1, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.71 percentage points from the previous week, The Journal relates. JC Penney pays 500 basis points above LIBOR to borrow under the facility. The bank loan matures on April 29, 2018, and carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. J.C. Penney Company, Inc. is one of the U.S.'s largest department store operators with about 1,100 locations in the United States and Puerto Rico. * * * As reported in the Troubled Company Reporter on Oct. 4, 2013, Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) on J.C. Penney Co., Inc. and J.C. Penney Corporation, Inc. to 'CCC' from 'B-'. KAHN FAMILY: Asks Court to Extend Plan Filing Period Until Dec. 21 ------------------------------------------------------------------ Kahn Family, LLC, asks the U.S. Bankruptcy Court for the District of South Carolina to extend until Dec. 20, 2013, the time for the Debtor to file its plan of reorganization and disclosure statement. The Debtor must file a plan and disclosure statement within 180 days, no later than Oct. 21, 2013. Due to the complexity of the case, the Debtor requests for additional 60 days to file a plan and disclosure statement. Kahn Family, LLC, and Kahn Properties South, LLC, filed bare-bones Chapter 11 petitions (Bankr. D. S.C. Case Nos. 13-02354 and 13-02355) on April 22, 2013. Kahn Family disclosed $50 million to $100 million in assets and liabilities. R. Geoffrey Levy, Esq., at Levy Law Firm, LLC, serves as the Debtors' counsel. David G. Wolff, Esq., at Barnes, Alford, Stork & Johnson, LLP, is the Debtor's special counsel. Bill Quattlebaum, CPA of Elliott Davis, LLC, serves as its accountant. LAZARD GROUP: Moody's Rates $500MM Sr. Unsecured Notes 'Ba2' ------------------------------------------------------------ Moody's Investors Service has assigned a Ba2 rating to Lazard Group LLC's offering of $500 million of senior unsecured notes due 2020. The proceeds of the offering, together with cash on hand, will be used to repay Lazard's $528.5 million 7.125% 2015 senior unsecured notes. Ratings Rationale: Moody's maintains a Ba2 corporate family rating for Lazard, together with a Ba2 senior unsecured debt rating. The rating outlook is stable. The refinancing transaction is designed to provide a more favorable interest rate and extended duration, and will lead to improvements in Lazard's financial leverage and coverage metrics. The 2020 notes will rank pari passu with the company's existing $548 million 6.85% 2017 senior unsecured notes (which are also rated Ba2). The 2020 notes are being issued pursuant to a shelf registration statement filed with the SEC. Lazard Group LLC is an intermediate holding company of publicly traded Lazard Limited, an investment bank that focuses on financial advisory services including merger and acquisitions and restructuring, and asset management. It has a global footprint around the world including the United States, Europe, and Asia with approximately $2 billion in annual revenues and over 2,400 employees. LEHMAN BROTHERS: Sues Credit Suisse Over $1-Bil. in Bankr. Claims ----------------------------------------------------------------- Law360 reported that Lehman Brothers Holdings Inc. hit Credit Suisse and affiliates with an adversary complaint in New York bankruptcy court on Nov. 6, saying it inflated its derivatives and guarantee claims by more than $1 billion in violation of the Bankruptcy Code and applicable agreements. According to the report, the complaint, filed by the defunct financial services firm with the U.S. Bankruptcy Court for the Southern District of New York, seeks to reduce, disallow or expunge the creditor's claims because they've been unlawfully increased. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEHR CONSULTANTS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Lehr Consultants International LLC 134 West 29th Street, 11th Floor New York, NY 10001 Case No.: 13-13651 Chapter 11 Petition Date: November 7, 2013 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Tracy L. Klestadt, Esq. KLESTADT & WINTERS, LLP 570 Seventh Avenue, 17th Floor New York, NY 10018 Tel: (212) 972-3000 Fax: (212) 972-2245 Email: tklestadt@klestadt.com - and - Maeghan J. McLoughlin, Esq. KLESTADT & WINTERS LLP 570 Seventh Ave, 17th Floor New York, NY 10018 Tel: 212-972-3000 Email: mmcloughlin@klestadt.com Total Assets: $6.4 million Total Liabilities: $1.6 million The petition was signed by Valentine A. Lehr, managing member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb13-13651.pdf MCCLATCHY CO: Director Nominated as Education Undersecretary ------------------------------------------------------------ Ted Mitchell, a member of the board of directors of The McClatchy Company, has been nominated by President Barack Obama to become Under Secretary of Education. This nomination requires confirmation by the U.S. Senate. Mr. Mitchell has notified the Company of his decision to resign from the Board if and when the Senate confirms his appointment. About The McClatchy Company Sacramento, Cal.-based The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest newspaper company in the United States, publishing 30 daily newspapers, 43 non-dailies, and direct marketing and direct mail operations. McClatchy also operates leading local Web sites in each of its markets which extend its audience reach. The Web sites offer users comprehensive news and information, advertising, e-commerce and other services. Together with its newspapers and direct marketing products, these interactive operations make McClatchy the leading local media company in each of its premium high growth markets. McClatchy-owned newspapers include The Miami Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer, and The News & Observer (Raleigh). The McClatchy incurred a net loss of $144,000 in 2012, as compared with net income of $54.38 million in 2011. The Company's balance sheet at March 31, 2013, showed $2.84 billion in total assets, $2.81 billion in total liabilities, and $32.83 million in stockholders' equity. * * * McClatchy carries a 'Caa1' corporate family rating from Moody's Investors Service. In May 2011, Moody's changed the rating outlook from stable to positive following the company's announcement that it closed on the sale of land in Miami for $236 million. The outlook change reflects Moody's expectation that McClatchy will utilize the net proceeds to reduce debt, including its underfunded pension position, which will reduce leverage by approximately half a turn and lower required contributions to the pension plan over the next few years. McClatchy Co. carries a 'B-' Corporate Credit Rating from Standard & Poor's Ratings Services. METRO AFFILIATES: To Sell Assets, Proposes Dec. 13 Auction ---------------------------------------------------------- Metro Affiliates, et al., seek authority from the U.S. Bankruptcy Court for the Southern District of New York to sell all or substantially all of their assets and related transactions to the bidder who submits the highest or otherwise best offer at the conclusion of an auction to be held on Dec. 13, 2013, at 10:00 a.m. (prevailing Eastern Time). The deadline for a potential bidder to submit bids will be Dec. 6, at 5:00 p.m. (prevailing Eastern Time). The Debtors ask the Court to schedule a hearing to consider approval of the sale on Dec. 16. Wells Fargo Bank, National Association, and The Bank of New York Mellon are permitted to credit bid pursuant to Section 363(k) of the Bankruptcy Code for all or a portion of the Assets; provided, however, that the credit bidding party must include cash for all Assets other than those Assets upon which it holds a lien and must include cash in an amount sufficient to satisfy in full the amounts owed to all senior lienholders on Assets other than those Assets upon which it holds a first lien. At any time at least three days prior to the Auction, the Debtors, after consultation with the DIP Lender, BNYM and the Official Committee of Unsecured Creditors, may enter into a purchase agreement, subject to higher and better offers at the Auction. The Stalking Horse Agreement may contain certain customary terms and conditions, including expense reimbursement and a break-up fee in an amount to be determined by the Debtors, after consultation with the DIP Lender, BNYM and the Creditors? Committee, but in no event will the break-up fee exceed 2.5% of the purchase price set forth in the Stalking Horse Agreement. Neil Augustine -- neil.augustine@rothschild.com -- Anthony Caluori -- anthony.caluori@rothschild.com -- and Jay Johnson -- jay.johnson@rothschild.com -- at Rothschild Inc., in New York, serves as the Debtors' financial advisors. Lisa G. Beckerman, Esq. -- lbeckerman@akingump.com -- Stephen Kuhn, Esq. -- skuhn@akingump.com -- and Renuka Drummond, Esq. -- rdrummond@akingump.com -- at Akin Gump Strauss Hauer & Feld LLP, in New York, represent the Debtors. Staten Island, New York-based Metro Affiliates, Inc., and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 13-13591) on Nov. 4, 2013. Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L. Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Washington, D.C., represent the Debtors. Rothschild Inc. serves as the Debtors' investment banker, while Kurzman Carson Consultants LLC serves as their claims and noticing agent. METRO AFFILIATES: Seeks Extension of Schedules Filing Deadline -------------------------------------------------------------- Metro Affiliates, Inc., et al., ask the U.S. Bankruptcy Court for the Southern District of New York to extend until Dec. 18, 2013, the time within which they have to file their schedules of assets and liabilities and statements of financial affairs. According to Lisa G. Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, preparing and finalizing the Schedules and Statements as soon as possible would unnecessarily distract key management and professionals from their efforts to stabilize the Debtors' business operations in the wake of the Chapter 11 filing and their nascent reorganization efforts, including the preservation of creditor and employee relationships. Ms. Beckerman says creditors and other parties-in-interest will not be prejudiced by the proposed extension of the filing deadline because, even under the extended deadline, the Schedules and Statements would be filed in advance of any claims bar date. Rachel Ehrlich Albanese, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York; and Scott L. Alberino, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in Washington, D.C., also represent the Debtors. Staten Island, New York-based Metro Affiliates, Inc., and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591). Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L. Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Washington, D.C., represent the Debtors. Rothschild Inc. serves as the Debtors' investment banker, while Kurzman Carson Consultants LLC serves as their claims and noticing agent. METRO AFFILIATES: Taps Kurtzman Carson as Claims & Admin. Agent --------------------------------------------------------------- Metro Affiliates, Inc., et al., seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Kurtzman Carson Consultants, LLC, as claims and noticing agent, and as administrative agent. KCC's consulting services and rates are as follows: Clerical $40 to $60 Project Specialist $80 to $140 Technology/Programming Consultant $100 to $200 Consultant $125 to $200 Senior Consultant $225 to $275 Senior Managing Consultant $295 The firm will also be reimbursed for any necessary out-of-pocket expenses. Evan Gershbein, senior vice president of corporate restructuring services of Kurtzman Carson Consultants LLC, 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. KCC received $25,000 from the Debtors before the Petition Date as security for the Debtors? payment of obligations under the KCC engagement agreement. Staten Island, New York-based Metro Affiliates, Inc., and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591). Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L. Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Washington, D.C., represent the Debtors. Rothschild Inc. serves as the Debtors' investment banker, while Kurzman Carson Consultants LLC serves as their claims and noticing agent. MF GLOBAL: Hughes Hubbard Represents Trustee in Property Motion --------------------------------------------------------------- Hughes Hubbard & Reed LLP's bankruptcy group represented the MF Global Inc. Trustee, James W. Giddens, Chair of Hughes Hubbard's Corporate Reorganization & Bankruptcy Group, before the Honorable Martin Glenn in the United States Bankruptcy Court for the Southern District of New York. The Trustee addressed the court directly, and lead CRG partner James B. Kobak, Jr., argued the motion urging the court to approve the allocation of customer property, including a 100% distribution to former commodity futures customers of MF Global Inc The Hughes Hubbard team representing Giddens includes lead lawyer James B. Kobak, Jr., principally assisted by CRG associate Dustin P. Smith. Additional members of the team include CRG partners Christopher K. Kiplok, Jeffrey R. Coleman, Sarah Loomis Cave, and associates Josiah S. Trager, Anson B. Frelinghuysen, and Erin Diers. About Hughes Hubbard's Corporate Reorganization & Bankruptcy Practice Hughes Hubbard's Corporate Reorganization and Bankruptcy Group represents clients in judicial and out-of-court restructurings, insolvency matters and related financial litigation in jurisdictions around the world. The group is among the largest active corporate reorganization and bankruptcy practices of The American Lawyer's top 100 firms. Its more than 40 attorneys are located across five offices, including Paris, which serves as the hub of the group's European practice, and Miami, which serves as the hub of its Latin American practice. About Hughes Hubbard Hughes Hubbard & Reed LLP is an international law firm ranked for the ninth year, including five years in a row as the top-ranked New York-based firm, on The American Lawyer's A-List of what the magazine calls "the top firms among the nation's legal elite." The firm was founded in 1888 by the renowned jurist and statesman Charles Evans Hughes. About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. In April 2013, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MICRON TECHNOLOGY: S&P Assigns 'BB-' Sr. Unsecured Notes Rating --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB-' issue-level rating and '3' recovery rating to Micron Technology Inc.'s senior unsecured convertible notes due 2043 (cash put right on Nov. 15, 2028). The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%) recovery for noteholders in the event of a payment default. The 2043 bonds are in exchange of approximately $80 million face value of Micron's 2027 notes, $155 million face value of Micron's 2031A notes and $205 million face value of Micron's 2031B notes. S&P rates the new notes the same as the corporate credit rating on the company. The 'BB' corporate credit rating and stable outlook reflect the company's business focus in highly volatile semiconductor memory markets and the substantial investment required to maintain technology and cost leadership, what S&P characterizes as a "weak" business risk profile, and a "significant" financial risk profile. S&P expects that leverage will remain under 2x over the coming year as the volatile memory sector enjoys favorable market conditions, but could spike well above 2x due to market supply and demand volatility. The company's DRAM industry consolidation participation, including its July 31, 2013 acquisition of Elpida and incremental DRAM supply from Inotera Memories Inc., has brought its DRAM revenue market share to about a 28%, third to Samsung with an approximate 33% share and Hynix with an approximate 29% share according to IHS iSuppli. RATINGS LIST Micron Technology Inc. Corporate Credit Rating BB-/Stable/-- New Rating Micron Technology Inc. Senior unsecured convertible notes due 2043 BB- Recovery Rating 3 MORGANS HOTEL: Obtains $8 Per Share Buyout Bid From Yucaipa ----------------------------------------------------------- Morgans Hotel Group Co. confirmed that it has received a letter from The Yucaipa Companies, LLC, containing an unsolicited and conditional proposal to acquire Morgans Hotel Group for $8.00 per share. The Company's Board of Directors will carefully review the proposal with its financial and legal advisors and will determine the appropriate response in due course. The Company advises its shareholders not to take any action at this time in response to Yucaipa's proposal, and instead to wait for the response of the Company's Board of Directors. About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. The Company incurred a net loss attributable to common stockholders of $66.81 million in 2012, a net loss attributable to common stockholders of $95.34 million in 2011, and a net loss attributable to common stockholders of $89.96 million in 2010. Morgans Hotel's balance sheet at June 30, 2013, showed $580.67 million in total assets, $744.32 million in total liabilities, $6.04 million in redeemable noncontrolling interest and a $169.70 million total stockholders' deficit. MT. LAUREL LODGING: Seeks to Use Cash Collateral to Operate ----------------------------------------------------------- Mt. Laurel Lodging Associates, LLP, seeks authority from the U.S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, to use cash collateral of The National Republic Bank of Chicago, which generally consists of revenues generated at the Hilton Garden Inn hotel located at 4000 Atrium Way, Mt. Laurel, in New Jersey. According to Michael P. O'Neil, Esq., at Taft Stettinius & Hollister LLP, in Indianapolis, Indiana, it is critical for the Debtor to use the cash collateral to sustain sufficient working capital to finance its ongoing postpetition business operations until it confirms a plan of reorganization. Absent the use of cash collateral, the Debtor may be forced to close the Hotel, in which case its assets and its bankruptcy estate will be irreparably harmed to the detriment of not only the Debtor, but also all of its creditors, and would result in significant job losses, Mr. O'Neill says. The Debtor proposes that its right to use the cash collateral will expire on the earliest to occur of: (a) Nov. 29, 2013; (b) the entry by the Court of an order reversing, amending, supplementing, staying, vacating or otherwise modifying the terms of an Interim Cash Collateral Order; (c) the conversion of its bankruptcy case to a case under Chapter 7 of the Bankruptcy Code; (d) the appointment of a trustee or examiner or other representative with expanded powers for Debtor; or (e) the occurrence of the effective date or consummation of a plan of reorganization. On and after the Termination Event, the Debtor will immediately cease using any of the cash collateral; provided however, that the Debtor reserves the right to seek Court authorization to continue to use the cash collateral. As adequate protection for NRB's interest in the Cash Collateral, the Debtor proposes to use the Cash Collateral to pay the Hotel's operating expenses, including the Hotel's employees, postpetition vendors, insurance, taxes and other ordinary course expenses, allowing the Debtor to exceed any individual line item as long as the total does not exceed 110% of the Budget; provided, however, that if the Hotel's total cash receipts exceed the total cash receipts identified in the Budget by more than 10% for any given month contained within the Budget, Debtor is allowed to exceed the expenses set forth in the Budget by the additional percentage by which actual cash receipts exceed budgeted cash receipts for that month. The bank is opposing the use of cash representing collateral for the mortgages, according to Bloomberg News. About Mt. Laurel Mt. Laurel Lodging Associates, LLP, owner of the Hilton Garden Inn hotel in Mount Laurel, New Jersey, and six other hotels owned by Bharat N. Patel sought protection under Chapter 11 of the Bankruptcy Code on Nov. 4, 2013 (Bankr. S.D. Ind. Lead Case No. Case No. 13-bk-11697). The case is assigned to Judge Robyn L. Moberly. The petition lists the assets and debt as both exceeding $10 million on the Mount Laurel property. The New Jersey hotel opened in October 2011. It has 140 rooms and is 16 miles (26 kilometers) from Center City, Philadelphia. Mr. Patel owns three dozen hotels in the U.S. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the companies sought bankruptcy protection to stop lender National Republic Bank from installing receivers in foreclosure proceedings. According to Bloomberg, the Chicago-based bank has a disputed mortgage in the amount of $21.3 million on the Mount Laurel property, according to a filing in bankruptcy court. Taking all seven hotels together, the bank is owed $121 million, National Republic said in a court filing. The Debtors are represented by Brian A Audette, Esq., and David M Neff, Esq., at Perkins Coie LLP, in Chicago, Illinois; and Andrew T. Kight, Esq., and Michael P. O'Neil, Esq., at Taft Stettinius & Hollister LLP, in Indianapolis, Indiana. MUD KING: Court Extends Plan Filing Period Until Dec. 31 -------------------------------------------------------- The Hon. Karen K. Brown of the U.S. Bankruptcy Court for the Southern District of Texas has extended, at the behest of Mud King Products, Inc., the exclusive period in which the Debtor may file a plan until Dec. 31, 2013, and through March 1, 2014, to confirm the plan. Melissa A. Haselden, Esq., at Hoover Slovacer LLP, the attorney for the Debtor, said the Debtor is unable to file and confirm a plan until the Court determines the amount of allowed claim, if any, held by National Oilwell Varco in this case. On Sept. 21, 2012, NOV initiated litigation in Harris County District Court against the Debtor and various other defendants for misappropriation of trade secret and related actions. On Oct. 19, 2012, this litigation was subsequently removed to the Federal District court in Houston, where it remains pending. On May 31, 2013, the Debtor filed its motion to estimate claim of NOV to determine if any liability is owed to NOV with respect to the NOV Litigation. The Court recently conducted a seven-day trial on Debtor's motion to estimate the claim of NOV and objection to that claim. Closing arguments concluded on Oct. 16, 2013, and the Court has requested briefing from the parties. The deadline for responsive briefing is Nov. 3, 2013, which is after the Nov. 1, 2013 exclusivity period deadline. Once briefing is completed, the Court will need sufficient time to render its decision in this matter. Once an order is entered, the Debtor will then need time to prepare and finalize a plan of reorganization which provides for treatment of its creditors, including of any allowed claim of NOV. About Mud King Products Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D. Tex. Case No. 13-32101) on April 5, 2013. The petition was signed by Erich Mundinger as vice president. The Debtor disclosed $18,959,158 in assets and $3,351,216 in liabilities as of the Chapter 11 filing. Annie E Catmull, Esq., Melissa Anne Haselden, Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, Esq., at Hoover Slovacek, LLP, represent the Debtor in its restructuring effort. Judge Karen K. Brown presides over the case. The U.S. Trustee was unable to appoint an official committee of unsecured creditor. MUD KING: Court Extends Deadline to Decide on CJC Lease ------------------------------------------------------- The Hon. Karen K. Brown of the U.S. Bankruptcy Court for the Southern District of Texas has approved the agreed stipulation between Mud King Products, Inc., and CJC Investments General Partners, LLC, extending the deadline for the Debtor to assume or reject the Debtor's lease with CJC through the effective date of a confirmed Chapter 11 plan. In August 2011, the Debtor entered into a 120-month lease agreement with CJC for the lease of a 50,000 sq. ft operating facility located at 15211 Woodham Drive, Houston, Texas. The Leased Premises is where the Debtor operates its business. The monthly base rental payments are $17,000 for months 1-24 of the lease, $18,000 for months 25-48, $18,900 for months 49-60, $19,845 for months 61-84, and $21,829,50 for months 85 through the remainder of the CLC Lease. In addition, the Debtor is required to pay CAM and other associated charges under the CJC Lease. The Debtor is current in its post petition obligations under the CJC Lease, Melissa A. Haselden, Esq., at Hoover Slovacer LLP, the attorney for the Debtor, said. The deadline for the Debtor to assume or reject the CJC Lease was Nov. 1, 2013, which was also the previous deadline for the Debtor to file its plan. However, the Court has granted an extension of the exclusivity period to file a plan. The Debtor, according to Ms. Haselden, is not prepared to assume or reject the CJC Lease until its plan has been confirmed. About Mud King Products Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D. Tex. Case No. 13-32101) on April 5, 2013. The petition was signed by Erich Mundinger as vice president. The Debtor disclosed $18,959,158 in assets and $3,351,216 in liabilities as of the Chapter 11 filing. Annie E Catmull, Esq., Melissa Anne Haselden, Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, Esq., at Hoover Slovacek, LLP, represent the Debtor in its restructuring effort. Judge Karen K. Brown presides over the case. The U.S. Trustee was unable to appoint an official committee of unsecured creditor. NEXSTAR BROADCASTING: Grant Co. Deal No Impact on Moody's B2 CFR ---------------------------------------------------------------- Moody's says that the announced plan of Nexstar Broadcasting Group, Inc. to acquire the stock of Grant Company, Inc., which owns seven television stations in four markets, for $87.5 million will not impact the B2 corporate family rating or positive outlook of Nexstar Broadcasting, Inc. Moody's does not believe the acquisition will meaningfully impact credit metrics, and it will enhance scale and geographic diversification. Moody's expects the company to fund the transaction with a combination of internally generated cash and increased debt. Based on the approximately 5 times purchase price multiple, Moody's does not believe it will significantly alter the company's leverage, estimated at 5.2 times debt-to-EBITDA on a two year average basis through September 30 and pro forma for all announced transactions. The acquisition expands the company's scale and improves geographic diversification, with the addition of seven television stations in four markets, all of which are new markets. Furthermore, cost and revenue synergies will contribute to EBITDA growth, in Moody's opinion. Finally, Grant operates duopolies in three of its markets, and the combination with Nexstar will create a duopoly in Quad Cities, Iowa, in line with Nexstar's focus on duopolies and the related operating efficiencies. Moody's will evaluate the impact of any new financing on ratings for existing debt as details of the likely long term financing structure become more clear. Based in Irving, Texas, Nexstar owns, operates, programs or provides sales and other services to 75 television stations and 19 related digital multicast signals reaching 44 markets or approximately 14.6% of all U.S. television households, and its last twelve months revenue through September 30 was $480 million. Pro-forma for the completion of all announced transactions and reflecting the dissolution of JOA in Rochester NY at year end, Nexstar's portfolio will increase to 102 television stations in 54 markets reaching approximately 15.5% of all U.S. television households with estimated two year average revenue of about $600 million. NGL ENERGY: S&P Affirms 'BB-' Corp. Credit Rating, Stable Outlook ----------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB-' corporate credit rating on NGL Energy Partners LP (NGL) and maintained the stable outlook. At the same time, S&P revised the senior unsecured recovery rating to '4' from '3', indicating its expectations for average (30% to 50%) recovery in the event a payment default occurs. The rating on the senior unsecured notes is unchanged at 'BB-'. "We revised our recovery ratings to reflect the additional draw on the company's credit facilities to fund the acquisition of the Gavilon assets," said Standard & Poor's credit analyst Mike Llanos. "We believe the proposed transaction benefits NGL's consolidated credit profile because it increases the partnership's scale and geographic and cash flow diversity. At the same time, we believe that the assets will marginally improve NGL's contract tenor in the crude logistics business." Standard & Poor's ratings on NGL reflects a high percentage of fee-based cash flow, a lack of long-term contracts, and the partnership's limited track record operating a collection of separate and distinct businesses in highly competitive markets. The ratings also reflect moderate financial leverage, an aggressive growth strategy, and the credit constraints inherent to the master limited partnership structure. The stable outlook reflects S&P's expectation that NGL will successfully integrate its recent acquisitions, maintain adequate liquidity, and keep an adjusted debt-to-EBITDA ratio in the low- to mid-3x range. NORTH AMERICAN LIFTING: Moody's Gives B2 CFR, Rates $475MM Debt B1 ------------------------------------------------------------------ Moody's Investors Service assigned a B2 Corporate Family Rating and B2-PD Probability of Default Rating to North American Lifting Holdings, Inc.(dba TNT Crane & Rigging, Inc. -- subsidiary of the holding company). Moody's also assigned B1 ratings to the company's proposed $475 million first lien credit facilities (including $75 million revolving credit facility) and a Caa1 rating to the proposed $170 million second lien term loan. The ratings outlook is stable. This is the first time Moody's assigns ratings to North American Lifting Holdings, Inc. The proceeds from the $400 million first lien term loan due 2020 and $170 million second lien term loan due 2021 along with $204 million common equity contribution, will be used for the acquisition of TNT Crane & Rigging from Odyssey Investment Partners by First Reserve. The acquisition multiple is around 8.3 times EBITDA. The following rating actions were taken (LGD point estimates are subject to change and all ratings are subject to the execution of the transaction as currently proposed and Moody's review of final documentation): Corporate Family Rating, assigned B2; Probability of Default Rating, assigned B2-PD; $75 million first lien revolving credit facility, due 2018, assigned B1 (LGD3, 36%); $400 million first lien term loan, due 2020, assigned B1 (LGD3, 36%); $170 million second lien term loan, due 2021, assigned Caa1 (LGD5, 89%); The ratings outlook is stable. Ratings Rationale: The B2 Corporate Family Rating reflects TNT Crane & Rigging's weak projected credit metrics including high debt leverage of 6.1x at the close of the transaction, low interest coverage (EBIT/interest expense) of 1.1x and limited free cash flow generation with free cash flow to debt of around 5% over the next 12-18 months. Because of the credit metrics, the company is weakly positioned in the B2 rating category. Additionally, the B2 Corporate Family Rating considers the company's small revenue base of around $280 million for 2013 and limited geographic reach as it operates only in few states (largely along the Gulf Coast area) and has no exposure to international markets. The acquisitive nature of the company is also a concern as free cash flow could be used toward acquisitions rather than debt repayment thus limiting the ability to obtain debt/EBITDA ratio that is more in line with the B2 Corporate Family Rating. At the same time, the B2 Corporate Family Rating benefits from TNT Crane & Rigging's recurring revenue stream as well as revenue visibility. About 70% of the company's revenue is recurring in nature because most of the company's projects are related to turnaround work. Additionally, the rating considers the company's long-term customer base and moderate customer concentration with top ten customers representing about 25% of revenues with no customer representing more than 4% of revenues. Moreover, the tailwinds in the company's energy end markets should help grow revenue base and improve credit metrics over the next 12-18 months. The company's end markets are diversified and as a percent of revenues exploration and production (E&P) represents 24%, Refining 20%, Power 12% and Petrochemical 11%, all other markets are less than 10%. Moody's also recognizes TNT Crane and Rigging's good liquidity profile supported by its $75 million revolving credit facility (expected to be fully available during 2014) and covenant-lite structure of the credit facilities. Further, the company has a relatively young fleet with an average age of 7 years. Because the company made significant capital investments in 2013 resulting in negative free cash flow, Moody's anticipates that in 2014 growth CAPEX will moderate leading to a positive free cash flow generation. The stable outlook reflects Moody's expectation that the company's credit metrics will improve in 2014 aided by positive industry conditions. The ratings could be downgraded if the company is not able to delever below 6 times over the next year, if free cash flow generation continues to be negative, and interest coverage (EBIT/interest expense) falls below 1x on a sustained basis. Moreover, if the company decides to engage in shareholder friendly policies or major acquisitions that weaken credit metrics, the ratings could be downgraded. While unlikely in the near term, the ratings could be upgraded if the company increases its revenue size, deleverages below 4.5 times and generates consistent positive free cash flow/debt of above 8%. TNT Crane and Rigging, Inc. is a pure-play operated & maintained lifting services provider in North America focused on the energy infrastructure, upstream and industrial end markets with 21 branches spanning the Gulf Coast and Southeastern United States. Revenues for 2013 are expected to be around $280 million. NORTH AMERICAN LIFTING: S&P Assigns 'B' Corp. Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to North American Lifting Holdings Inc., the parent company of TNT Crane & Rigging Inc. (not rated). The outlook is stable. At the same time, S&P assigned its 'B' issue rating to the company's proposed $475 million senior secured first-lien credit facility. The recovery rating is '3', indicating S&P's expectation of meaningful (50%-70%) recovery in a payment default scenario. The facility includes a $75 million revolver, which will be undrawn at closing, and a $400 million term loan. S&P also assigned its 'CCC+' issue rating (two notches below the corporate credit rating) to the company's proposed $170 million second-lien term loan. The company intends to use the proceeds from the new debt to fund the acquisition. "The ratings reflect our assessment of TNT's business risk profile as 'weak,' characterized by limited end market and geographic diversity in the niche lifting services industry," said Standard & Poor's credit analyst Sarah Wyeth. S&P expects the company to experience modest organic growth primarily due to stable demand for maintenance services in energy-related markets. S&P also expect the company to continue to generate EBITDA margin of more than 30%, partly as a result of synergies from recent acquisitions. After investing in equipment, free cash flow will be modest, and S&P believes that the company will use most of it to make acquisitions. This will result in leverage remaining higher than 5x through 2014. "The stable outlook reflects our expectation that the company will benefit from steady demand for maintenance services in 2014 and 2015, which should support modest top-line growth and stable margins higher than 30%," said Ms. Wyeth. "We also expect TNT to use the majority of its free cash flow to fund acquisitions. This should result in debt to EBITDA of 5x-6x." S&P could lower the rating if dynamics in TNT's energy-related end markets weaken, resulting in maintenance activity declining, and leverage increasing to and remaining higher than 6x. S&P could raise the rating if TNT end markets remain stable and if the company maintains its profitability while pursuing a less aggressive financial policy, resulting in leverage declining to less than 5x. OCEANSIDE MILE: Has Nod to Use Cash Collateral Until Nov. 14 ------------------------------------------------------------ The Hon. Barry Russell of the U.S. Bankruptcy Court for the Central District of California has approved the stipulation entered into by Oceanside Mile LLC, First-Citizens Bank & Trust Company and Mayo Group, LLC, allowing the Debtor to use the cash collateral until Nov. 14, 2013. A copy of the budget is available for free at: http://bankrupt.com/misc/OCEANSIDE_MILE_cashcollbudget.pdf As reported by the Troubled Company Reporter on Oct. 30, 2013, First-Citizens previously objected to the Debtor's request to use cash collateral, complaining that the protection proposed by the Debtor was inadequate. First-Citizens stated that the Debtor must first obtain its consent to the use of its cash collateral on terms agreeable to First-Citizens. In a stipulation dated Oct. 24, 2013, First-Citizens and the Mayo Group each consents to the Debtor's use of prepetition collateral, junior collateral and replacement collateral constituting cash collateral. May Group waives any entitlement to adequate protection as a result of the Debtor's use of cash collateral, while First-Citizens is entitled to adequate protection for the diminution, if any, in the value of its interests in the prepetition collateral. As adequate protection, First-Citizens is granted replacement liens in all assets and property of the Debtor. To the extent the Replacement Liens granted to First-Citizens do not provide First- Citizens with adequate protection from any diminution in the value of First-Citizens' interests in the prepetition collateral occurring from and after the Petition Date, First-Citizens will have an allowed superpriority claim to the extent of the diminution. By Nov. 15, 2013, the Debtor will make an interest payment in the amount of $27,803.13 to First-Citizens. First-Citizens is represented by: Craig H. Averch, Esq. Roberto J. Kampfner, Esq. 633 West Fifth Street, Suite 1900 Los Angeles, CA 90071 Tel: (213) 620-7700 Fax: (213) 452-2329 E-mail: caverch@whitecase.com rkampfner@whitecase.com About Oceanside Mile Oceanside Mile LLC filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-35286) on Oct. 17, 2013. Arturo Rubinstein signed the petition as managing member. The Debtor estimated assets of at least $10 million and liabilities of at least $1 million. Judge Barry Russell presides over the case. The Debtor is represented by Sandford L. Frey, Esq., Stuart I. Koenig, Esq., and Martha C. Wade, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles, California. First-Citizens Bank & Trust Company is represented by Craig H. Averch, Esq., and Roberto J. Kampfner, Esq., at White & Case LLP, in Los Angeles, California. ORMET CORP: Industrial Investment Bank Hiring Approved ------------------------------------------------------ BankruptcyData reported that the U.S. Bankruptcy Court approved Ormet's motion to retain Industrial Investment Banking Group, a part of Seaport Group Securities, as consultant for a retainer fee of $100,000 at the following hourly rates: senior managing director at $600, managing director at 500 and analyst at 250. As previously reported, "Seaport is well-qualified to assist the Debtors on the matters for which the Debtors propose to retain it. Seaport's professionals have extensive experience analyzing, structuring, negotiating and effecting financial projections, evaluating business operations, properties, financial conditions and prospects, developing strategies for accomplishing proposed transactions, assessing valuations, providing expert testimony, and other expert and financial advisory support necessary to fully analyze the Hannibal CBA (Collective Bargaining Agreement) and provide services related to the Debtors' negotiations with the United Steelworkers. The Debtors believe that Seaport has the expertise, and is uniquely positioned, to provide the requested services in their chapter 11 cases in an efficient manner." About Ormet Corp. Aluminum producer Ormet Corporation, along with affiliates, filed for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on Feb. 25, 2013, with a deal to sell the business to a portfolio company owned by private investment funds managed by Wayzata Investment Partners LLC. Headquartered in Wheeling, West Virginia, Ormet -- http://www.ormet.com/-- is a fully integrated aluminum manufacturer, providing primary metal, extrusion and thixotropic billet, foil and flat rolled sheet and other products. Ormet disclosed assets of $406.8 million and liabilities totaling $416 million. Secured debt of about $180 million includes $139.5 million on a secured term loan and $39.3 million on a revolving credit. Affiliates that separately filed Chapter 11 petitions are Ormet Primary Aluminum Corporation; Ormet Aluminum Mill Products Corporation; Specialty Blanks Holding Corporation; and Ormet Railroad Corporation. Ormet emerged from a prior bankruptcy in April 2005. Lender Wayzata Investment Partners LLC is among existing owners. Others are UBS Willow Fund LLC and Fidelity Leverage Company Stock Fund. In the 2013 case, Ormet is represented in the case by Morris, Nichols, Arsht & Tunnell LLP's Erin R. Fay, Esq., Robert J. Dehney, Esq., Daniel B. Butz, Esq.; and Dinsmore & Shohl LLP's Kim Martin Lewis, Esq., Patrick D. Burns, Esq. Kurtzman Carson Consultants is the claims and notice agent. Evercore's Lloyd Sprung and Paul Billyard serve as investment bankers to the Debtor. An official committee of unsecured creditors was appointed in the case in March 2013. The Committee is represented by Rafael X. Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M. Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S. Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein Sandler LLP. ORMET CORP: Objections to Proposed Hannibal CBA Changes Filed ------------------------------------------------------------- BankruptcyData reported that multiple parties -- including the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union (United Steelworkers) and the U.S. Secretary of Labor -- filed with the U.S. Bankruptcy Court separate objections to Ormet's emergency motion for entry of an order authorizing interim relief from various terms of the Hannibal collective bargaining agreement and from certain retiree benefit obligations, pursuant to 11 U.S.C. Section 1113(e) and 1114(h). The Secretary asserts, "The Secretary specifically objects to the Emergency Motion because the Debtors seek to remove their obligations to employees under terms of the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. section 1001 ('ERISA'), including the provisions of the Consolidated Omnibus Budget Reconciliation Act, 29 U.S.C. section 1161 ('COBRA'). The Emergency Motion seeks to modify the collective bargaining agreement between the Debtors and the Steelworkers covering hourly employment at the Hannibal Smelter (the 'Hannibal CBA'), in part, by stating, 'COBRA will not be offered to any employees because the benefits underlying the program will not be funded under the Budget.' To the extent the Debtors continue to offer a group health plan, they are obligated under ERISA to provide COBRA benefits, which can be funded exclusively by the contributions of former employees." About Ormet Corp. Aluminum producer Ormet Corporation, along with affiliates, filed for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on Feb. 25, 2013, with a deal to sell the business to a portfolio company owned by private investment funds managed by Wayzata Investment Partners LLC. Headquartered in Wheeling, West Virginia, Ormet -- http://www.ormet.com/-- is a fully integrated aluminum manufacturer, providing primary metal, extrusion and thixotropic billet, foil and flat rolled sheet and other products. Ormet disclosed assets of $406.8 million and liabilities totaling $416 million. Secured debt of about $180 million includes $139.5 million on a secured term loan and $39.3 million on a revolving credit. Affiliates that separately filed Chapter 11 petitions are Ormet Primary Aluminum Corporation; Ormet Aluminum Mill Products Corporation; Specialty Blanks Holding Corporation; and Ormet Railroad Corporation. Ormet emerged from a prior bankruptcy in April 2005. Lender Wayzata Investment Partners LLC is among existing owners. Others are UBS Willow Fund LLC and Fidelity Leverage Company Stock Fund. In the 2013 case, Ormet is represented in the case by Morris, Nichols, Arsht & Tunnell LLP's Erin R. Fay, Esq., Robert J. Dehney, Esq., Daniel B. Butz, Esq.; and Dinsmore & Shohl LLP's Kim Martin Lewis, Esq., Patrick D. Burns, Esq. Kurtzman Carson Consultants is the claims and notice agent. Evercore's Lloyd Sprung and Paul Billyard serve as investment bankers to the Debtor. An official committee of unsecured creditors was appointed in the case in March 2013. The Committee is represented by Rafael X. Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M. Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S. Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein Sandler LLP. OSX BRASIL: Files for Bankruptcy Protection in Rio de Janeiro ------------------------------------------------------------- Luciana Magalhaes, Emily Glazer and Rogerio Jelmayer, writing for The Wall Street Journal, reported that OSX Brasil SA, the ship building company of troubled tycoon Eike Batista, filed for bankruptcy protection, the second such filing for a commodities empire that crumbled this year as losses piled up and investor confidence plummeted. "Parts of Mr. Batista's empire were a house of cards, and now they are falling," said Guilherme Figueiredo, a fund manager at M.Safra & Co. in Sao Paulo who helps oversee $1.97 billion in assets, the WSJ report. The move on Nov. 11 at a Rio de Janeiro court follows a default and bankruptcy filing last month for Mr. Batista's flagship oil firm OGX Petroleo e Gas Participacoes SA, according to the WSJ report. The firm went public in 2008 for $4.1 billion but failed to produce nearly any of the up to 10.8 billion barrels it claimed to have. Recently, OGX declared several of its once promising fields were actually duds. The collapse of OGX sent shockwaves across the rest of Mr. Batista's companies, which included five interlinking mining, port, oil, energy and ship building firms taken public over a frenetic six-year stretch starting in 2006, the report related. The hardest hit by the oil company collapse is OSX, the ship builder he set up to build oil platforms and lease them to OGX. OSX had essentially one customer, his oil company OGX; when one went down, so did the other. Mr. Batista, a 57-year-old former powerboat racer and mining executive, has sought to sell off big stakes in parts of his conglomerate deemed healthier, such as a power generation company called Eneva SA and a company called LLX Logistica SA building a super-port near Rio de Janeiro, the report said. Mr. Batista's companies all had three letter names ending in 'X', to signify multiplication of wealth. PATRIOT COAL: Creditors to Vote on Bankruptcy Exit Plan ------------------------------------------------------- Nick Brown, writing for Reuters, reported that Patriot Coal Corp said on Nov. 6 it received court permission to send its bankruptcy exit plan to creditors for a vote, positioning it to leave Chapter 11 by year's end. According to the report, the company said in a statement that a bankruptcy judge in St. Louis approved the plan outline, allowing it to be sent to creditors for their assessment of the overall plan. The milestone comes after months of wrangling in which Patriot fought with its unionized workforce, as well as former parent Peabody Energy Corp, over how to cut costs. Under the plan, retiree benefits would be reduced, while current workers would absorb cuts in salary, vacation time and other perks, the report related. Healthcare benefits would be transferred to an outside trust. The company would operate after bankruptcy with the help of $576 million in funding from Barclays Plc and Deutsche Bank AG. The court also approved a rights offering backstopped by Knighthead Capital Management, Patriot said, the report added. The offering, announced last month, will raise $250 million in new capital. "Today's actions by the court represent important milestones on Patriot's path to emergence as a strong, well-capitalized competitor in the coal industry," Bennett Hatfield, Patriot's chief executive, said in the Nov. 6 statement. About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP serves as lead restructuring counsel. Bryan Cave LLP serves as local counsel to the Debtors. Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. Houlihan Lokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed December 19 by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. Patriot Coal Corp., et al., filed with the U.S. Bankruptcy Court for the Eastern District of Missouri a First Amended Joint Chapter 11 Plan of Reorganization and an explanatory disclosure statement on Oct. 9, 2013, and a Second Amended Joint Chapter 11 Plan of Reorganization and an explanatory disclosure statement on Oct. 26, 2013. PLY GEM HOLDINGS: Amends Asset-Based Credit Facility with UBS ------------------------------------------------------------- Ply Gem Holdings, Inc., Ply Gem Industries, Inc., a wholly-owned subsidiary of the Company, and Ply Gem Canada, Inc., Gienow Canada Inc., and Mitten Inc., entered into an amended and restated senior secured asset-based revolving credit agreement with UBS Securities LLC, as joint lead arranger and joint bookrunner, Wells Fargo Capital Finance, LLC, as syndication agent, joint lead arranger, joint bookrunner and co-collateral agent, UBS AG, Stamford Branch, as U.S. administrative agent and U.S. collateral agent, UBS AG Canada Branch, as Canadian administrative agent and Canadian collateral agent, and a syndicate of financial institutions and institutional lenders. The ABL Facility provides for revolving credit financing of up to $250 million subject to borrowing base availability, with a maturity of five years, including sub-facilities for letters of credit, swingline loans and borrowings in Canadian dollars and United States dollars. $200 million of the ABL Facility is available to Ply Gem Industries and $50 million is available to the Canadian Borrowers. In addition, the ABL Facility provides that the revolving commitments may be increased to $350 million, subject to certain terms and conditions. The borrowing base at any time equals the sum (subject to certain eligibility requirements, reserves and other adjustments) of: * 90 percent of the eligible credit card receivables; * 85 percent of the net amount of eligible receivables; and * 85 percent of the net orderly liquidation value of eligible inventory All borrowings under the ABL Facility will be subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties. Borrowings under the ABL Facility bear interest at a rate per annum equal to, at Ply Gem Industries' option, either (a) a base rate determined by reference to the higher of (1) the corporate base rate of the Administrative Agent, as established at its Stamford Branch, and (2) the federal funds rate plus 0.5 percent or (b) a Eurodollar rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, in each case plus an applicable margin. The initial applicable margin for borrowings under the ABL Facility is 0.75 percent for base rate loans and 1.75 percent for Eurodollar rate loans. The applicable margin for borrowings under the ABL Facility will be subject to step ups and step downs based on average excess availability under that facility. Swingline loans will bear interest at a rate per annum equal to the base rate plus the applicable margin. In addition to paying interest on outstanding principal under the ABL Facility, Ply Gem Industries is required to pay a commitment fee, in respect of the unutilized commitments thereunder, which fee will be determined based on utilization of the ABL Facility (increasing when utilization is low and decreasing when utilization is high). The commitment fee is 0.375 percent when the Company's average excess availability is greater than $100 million for the last fiscal quarter and 0.25 percent when the Company's average availability is less than or equal to $100 million for the last fiscal quarter. Ply Gem Industries must also pay customary letter of credit fees equal to the applicable margin on Eurodollar loans and agency fees. The ABL Facility has an initial term of five years. However, the ABL Facility will mature on (i) the date which is three months prior to the maturity date of Ply Gem Industries' existing 8.25 Percent Senior Secured Notes due 2018 unless, on or prior to that date, the Senior Secured Notes have been repaid, refinanced or the maturity date thereof extended, in each case, to a date that is at least six months later than the Stated Maturity Date and (ii) the date which is three months prior to the maturity date of Ply Gem Industries' existing 9.375 Percent Senior Notes due 2017 unless, on or prior to that date, the Senior Notes have been repaid, refinanced or the maturity date thereof extended, in each case, to a date that is at least six months later than the Stated Maturity Date. A copy of the Form 8-K disclosure is available for free at: http://is.gd/0hwFEs About Ply Gem Based in Cary, North Carolina, Ply Gem Holdings Inc. is a diversified manufacturer of residential and commercial building products, which are sold primarily in the United States and Canada, and include a wide variety of products for the residential and commercial construction, the do-it-yourself and the professional remodeling and renovation markets. Ply Gem Holdings incurred a net loss of $39.05 million in 2012, as compared with a net loss of $84.50 million in 2011. The Company's balance sheet at June 29, 2013, showed $1.10 billion in total assets, $1.17 billion in total liabilities and a $70.18 million total stockholders' deficit. * * * In May 2010, Standard & Poor's Ratings Services raised its (unsolicited) corporate credit rating on Ply Gem to 'B-' from 'CCC+'. "The ratings upgrade reflects our expectation that the company's credit measures are likely to improve modestly over the next several quarters to levels that we would consider more in line with the 'B-' corporate credit rating," said Standard & Poor's credit analyst Tobias Crabtree. RAPID-AMERICAN: Exclusive Plan Filing Period Extended to March 4 ---------------------------------------------------------------- Judge Stuart M. Bernstein further extended Rapid-American Corporation's exclusive plan filing period through March 4, 2014. The Debtor is also granted an extension of its exclusive solicitation period through May 5, 2014. About Rapid-American Corp. Rapid-American Corp. filed for Chapter 11 bankruptcy protection in Manhattan (Bankr. S.D.N.Y. Case No. 13-10687) on March 8, 2013, to deal with debt related to asbestos personal-injury claims. New York-based Rapid-American was formerly a holding company with subsidiaries primarily engaged in retail sales and consumer products and was never engaged in an asbestos business of any kind. Through a series of merger transactions going back more than 45 years, Rapid has nevertheless incurred successor liability for personal injury claims arising from plaintiffs' exposure to asbestos-containing products sold by The Philip Carey Manufacturing Company -- Old Carey -- as that entity existed prior to June 1, 1967. Attorneys at Reed Smith LLP serve as counsel to the Debtor. The Debtor disclosed assets in excess of $4,446,261 and unknown liabilities. The Official Committee of Unsecured Creditors retained Caplin & Drysdale, Chartered, as counsel. Young Conaway Stargatt & Taylor, LLP represents Lawrence Fitzpatrick, the Future Claimants' Representative, as counsel. REALOGY CORP: Posts $110 Million Net Income in Third Quarter ------------------------------------------------------------ Realogy Holdings Corp. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $110 million on $1.55 billion of net revenues for the three months ended Sept. 30, 2013, as compared with a net loss of $33 million on $1.28 billion of net revenues for the same period a year ago. For the nine months ended Sept. 30, 2013, the Company reported net income of $122 million on $4.04 billion of net revenues as compared with a net loss of $249 million on $3.46 billion of net revenues for the same period during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $7.18 billion in total assets, $5.50 billion in total liabilities and $1.67 billion in total equity. "We had an outstanding third quarter," said Richard A. Smith, Realogy's chairman, chief executive officer and president. "Our 29% increase in year-over-year homesale transaction volume exceeded the 26% sales volume increase reported by the National Association of Realtors. While industry observers anticipated that the mortgage rate environment would slow the housing recovery, we now believe the exact opposite occurred -- it accelerated. In our view, the strong volume increase was driven by a combination of pent-up demand, relatively low inventory and a shift in homebuyer preference to purchase existing homes over new homes due to the ability to lock in mortgage rates for the shorter period it takes to close on an existing home purchase over a new home." A copy of the Form 10-Q is available for free at: http://is.gd/gGnqoN About Realogy Corp. Realogy Corp. -- http://www.realogy.com/-- a global provider of real estate and relocation services with a diversified business model that includes real estate franchising, brokerage, relocation and title services. Realogy's world-renowned brands and business units include Better Homes and Gardens Real Estate, CENTURY 21, Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group, ERA, Sotheby's International Realty, NRT LLC, Cartus and Title Resource Group. Collectively, Realogy's franchise systems have around 15,000 offices and 270,000 sales associates doing business in 92 countries around the world. Headquartered in Parsippany, N.J., Realogy is owned by affiliates of Apollo Management, L.P., a leading private equity and capital markets investor. Realogy fully supports the principles of the Fair Housing Act. Realogy Holdings Corp. and Realogy Group LLC reported a net loss attributable to the Companies of $543 million on $4.67 billion of net revenues for the year ended Dec. 31, 2012. Realogy Holdings and Realogy Group incurred a net loss of $441 million on $4.09 billion of net revenues in 2011, following a net loss of $99 million on $4.09 billion of net revenues for 2010. Bankruptcy Warning "Our ability to make scheduled payments or to refinance our debt obligations depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We cannot assure you that we will maintain a level of cash flows from operating activities and from drawings on our revolving credit facilities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness or meet our operating expenses. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness. We cannot assure you that we would be able to take any of these actions, that these actions would be successful and permit us to meet our scheduled debt service obligations or that these actions would be permitted under the terms of our existing or future debt agreements. If we cannot make scheduled payments on our debt, we will be in default and, as a result: * our debt holders could declare all outstanding principal and interest to be due and payable; * the lenders under our senior secured credit facility could terminate their commitments to lend us money and foreclose against the assets securing their borrowings; and * we could be forced into bankruptcy or liquidation," the Company said in its annual report for the period ended Dec. 31, 2012. * * * In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service upgraded the corporate family rating of Realogy Group to to B2 from B3. The upgrade to B2 CFR is driven by expectations for ongoing strong financial performance, supported by Realogy's recently-concluded debt and equity financing activities and a continuing recovery in the US existing home sale market. As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Realogy Corp. to 'B+' from 'B'. "The one notch upgrade in the corporate credit rating to 'B+' reflects an increase in our expectation for operating performance at Realogy in 2013, and S&P's expectation that total lease adjusted debt to EBITDA will improve to the low-6x area and funds from operations (FFO) to total adjusted debt will be improve to the high-single-digits percentage area in 2013, mostly due to EBITDA growth in the low- to mid-teens percentage area in 2013," S&P said. RESIDENTIAL CAPITAL: Panel May Retain Quest as Consultant --------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the Chapter 11 case of Residential Capital LLC sought and obtained authority from the Court to retain Quest Turnaround Advisors, LLC, as consultant. The Debtors' Chapter 11 Plan contemplates the creation of a liquidating trust to be governed by the Liquidating Trust Board and operated by a Liquidating Trust Manager. Quest has been selected by the "consenting claimants" as the term is defined under the Plan to serve as the Liquidating Trust Manager upon the effective date of the Plan, and, pursuant to the Liquidating Trust Agreement, will have responsibility for managing the wind-down of the Debtors' operations and assets and effectuating distribution to creditors. In contemplation of confirmation and the establishment of the Liquidating Trust, the Committee unanimously determined that the retention of Quest as its liquidation consultant is necessary to ensure an orderly and efficient wind-down process and in the best interest of the estates. Jeffrey A. Brodsky, co-founder and managing editor of Quest, will serve as consultant to the Committee during the Chapter 11 Cases. The hourly rate for Mr. Brodsky is $795. To the extent Quest determines that the Chapter 11 Cases require the services of additional employees, it may utilize additional support staff, with hourly rates ranging from $400 to $795. The firm will also be reimbursed for any necessary out-of-pocket expenses. Mr. Brodsky assures the Court that his firm is a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Creditors' Committee's. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Panel Taps Carter Ledyard as Consultant ------------------------------------------------------------ The Official Committee of Unsecured Creditors appointed in the Chapter 11 case of Residential Capital LLC filed papers, seeking the Court's authority to employ Carter Ledyard & Milburn LLP as consultant and James Gadsden, Esq. -- gadsden@clm.com -- as an expert witness in connection with the adversary proceeding titled Official Committee of Unsecured Creditors v. UMB Bank, N.A., and Wells Fargo Bank, N.A., Ad. No. 13-01277(MF)(Bankr. S.D.N.Y.). Mr. Gadsden, according to the Creditors' Committee, is an expert on trust indentures and related security agreements. As expert witness, he would provide opinions as to the custom, usage and industry practice concerning the scope of property that is to be included or excluded as collateral under security agreements when said collateral is freed from the conditions of the security agreement. Mr. Gadsden currently charges $825 per hour for his expert services. The paralegal who has assisted him and will assist him is billed at an hourly rate of $215. Associates who have assisted and will assist him are billed at an hourly rate of between $250 and $270. The firm will also be reimbursed for any necessary out- of-pocket expenses. Mr. Gadsden 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 Committee's. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Settles Disputes Over Some Ocwen Deals ----------------------------------------------------------- Residential Capital LLC et al., Ambac Assurance Corporation and the Segregated Account of Ambac Assurance Corporation entered into a court-approved stipulation resolving disputes arising from the transfer of certain transactions to Ocwen Loan Servicing, LLC. Under the stipulation, the Debtors and Ambac agree that the cure amount that the Debtors will pay to Ambac is $750,000 in the event the Ambac transactions are transferred and a certain amount in the event not all of the transactions are transferred to Specialized Loan Servicing, LLC. In the event of a transfer of the transactions under the asset purchase agreement, Ambac will be paid 80% of the purchase price required to be paid by Ocwen for the MSRs. David W. Dykhouse, Esq., and Brian P. Guiney, Esq., at PATTERSON BELKNAP WEBB & TYLER LLP, in New York, serve as counsel for Ambac. Norman S. Rosenbaum, Esq., and James A. Newton, Esq., at MORRISON & FOERSTER LLP, in New York, serve as counsel for the Debtors. Jennifer C. DeMarco, Esq., and Adam Lesman, Esq., at CLIFFORD CHANCE US LLP, in New York, serve as counsel for Ocwen. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Court OKs Accord in NJ Carpenters Class Suit ----------------------------------------------------------------- Michael S. Etkin, Esq., at Lowenstein Sandler LLP, in New York, notified Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York that Judge Harold Baer of the U.S. District Court for the Southern District of New York entered an order and final judgment approving the partial settlement of the securities class action styled as New Jersey Carpenters Health Fund, et al., on Behalf of Themselves and All Others Similarly Situated v. Residential Capital, LLC, et al., Case No. 08-CV-8781 (HB)(S.D.N.Y.). The settlement, which is embodied in the Joint Chapter 11 Plan proposed by the Debtors and the Official Committee of Unsecured Creditors, provides that the NJ Carpenters Claims is settled for $100,000,000. The class action arose out Residential Capital, LLC's soured mortgage-backed securities, some $37.66 billion worth of investments that went bad in the collapse of the housing market. The lead plaintiff and the consolidated securities class action is also represented by Joel Haims, Esq., Kenneth Eckstein, Esq., Michael Keats, Esq., Jeffrey Lipps, Esq., Joel Laitman, Esq., and Christopher Lometti, Esq., at LOWENSTEIN SANDLER LLP, in New York. The hearing on the Plaintiffs' motion for class certification is adjourned to Dec. 17, 2013, at 10:00 a.m. (ET) before Bankruptcy Judge Glenn. Objections are due Dec. 10. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Throws Final Punches in Interest Row --------------------------------------------------------- Law360 reported that Residential Capital LLC on Nov. 6 told a bankruptcy judge that a group of junior secured noteholders seeking $342 million in additional payouts have failed to show that the scope of the liens they hold on ResCap's assets is as expansive as they claim. According to the report, the Debtors raised the arguments during their final plea to the judge to find that the JSNs are not entitled to the hundreds of millions in post-petition interest on the debt they hold. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. ResCap's Chapter 11 reorganization plan is set for approval at a Nov. 19 confirmation hearing. Most ResCap creditors support the plan, which is financed in part by a $2.1 billion settlement contribution from Ally. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). REVEL AC: Mulls Sale 6 Months After Bankruptcy Exit --------------------------------------------------- Christopher Palmeri, writing for Bloomberg News, reported that Revel AC Inc. said it's exploring strategic options, such as a possible sale, and restructuring its loans, six months after the $2.6 billion Atlantic City casino emerged from bankruptcy. According to the report, the New Jersey casino, owned by investors who took over in May, hasn't decided on any specific deal and can't be certain one will occur, according to a statement on Nov. 8. The company also said it obtained $75 million in additional financing. Once owned by Morgan Stanley, the Revel Casino Hotel opened last year with the New Jersey resort city's casinos in a downward spiral, buffeted by competition from neighboring states, the lingering effects of nationwide drop in gambling and later hurricane Sandy, the report related. Revel filed for Chapter 11 bankruptcy protection in March, 11 months after opening. Atlantic City has seen casino revenue shrink 40 percent over the past six years as neighboring states expanded their gambling offerings, the report said. The parent of the Atlantic Club Casino Hotel, formerly the Atlantic City Hilton, filed for bankruptcy court protection on Nov. 6. Revel said on Nov. 8 that it doubled the size its first-lien credit agreement to $150 million, the report further related. Proceeds will be used to pay off a $58 million revolving loan and for working capital. 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. The Official Committee of Unsecured Creditor retained Christopher A. Ward, Esq., Jason Nagi, Esq., and Jarrett Vine, Esq., at Polsinelli PC as counsel. Revel AC Inc. on May 21 disclosed that it has successfully completed its financial restructuring and emerged from Chapter 11 of the United States Bankruptcy Code. Through the restructuring plan, which has been approved by both the U.S. Bankruptcy Court for the District of New Jersey (Camden) and the New Jersey Casino Control Commission, Revel has reduced its outstanding debt by approximately $1.2 billion, or 82%, and its annual interest expense on a cash basis by $98 million, or 96%. RIH ACQUISITIONS: Atlantic Club Casino Files in New Jersey ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Atlantic Club Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11 petition on Nov. 6 in Camden, New Jersey, designed to sell the property "in the near term." According to the report, the property has 801 rooms, 75,000 square feet of gaming space, and seven restaurants. Last year, revenue of $103.8 million resulted in a $43.3 million net loss. For the first nine months of this year, revenue of $88.6 million threw off a $7.4 million loss before interest, taxes, and deprecation. The ultimate parent, Resorts International Holding LLC, acquired the project along with three others in 2005 from Caesar's Entertainment Inc. and Harrah's Entertainment Inc. The others were sold or given to secured lenders, leaving Atlantic Club with no secured debt. When a sale fell through this year, the owners saw no alternative to bankruptcy given their unwillingness to fund losses and buyers' reluctance to purchase the property without protection from bankruptcy court. A sale while in bankruptcy requires approval from state gaming regulators. Liabilities include $5.7 million in taxes and $1.7 million on capital leases. There is $9 million in accounts payable and $16.6 million in accrued expenses on the balance sheet, according to a court filing. The casino rebranded itself for appeal to local gamblers, devoting 70 percent of the gaming space to so-called penny slots. The bankruptcy will be financed with a $15 million secured loan provided by an affiliate of Northlight Financial LLC. The loan will pay 11.75 percent interest. The Revel casino, also in Atlantic City, emerged from Chapter 11 in May with a reorganization plan approved by the bankruptcy judge in Camden. The assets and debt of the Atlantic Club are both less than $50 million, according to the petition The case is In re RIH Acquisitions NJ LLC, 13-34483, U.S. Bankruptcy Court, District of New Jersey (Camden). RIH ACQUISITIONS: Atlantic Club Casino Secures $6MM Interim Loan ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Atlantic Club Casino Hotel in Atlantic City, New Jersey, secured interim approval for $6 million in financing to support a Chapter 11 reorganization begun Nov. 6 in Camden, New Jersey. According to the report, there will be a hearing on Dec. 2 for final approval of the entire $15 million secured loan from Northlight Financial LLC. The loan pays 11.75 percent interest. Bankruptcy was designed to sell the property "in the near term." The facility has 801 rooms, 75,000 square feet of gaming space, and seven restaurants, generating revenue of $103.8 million last year. The 2012 net loss was $43.3 million. In the first three quarters this year, revenue of $88.6 million resulted in a $7.4 million loss before interest, taxes, depreciation and amortization. The ultimate parent, Resorts International Holding LLC, acquired the project along with three others in 2005 from Caesar's Entertainment Inc. and Harrah's Entertainment Inc. The others casinos were sold or given to secured lenders, leaving Atlantic Club with no secured debt. The Atlantic City property required Chapter 11 protection because a sale fell through. About RIH Acquisitions RIH Acquisitions NJ LLC, dba The Atlantic Club Casino Hotel, sought protection under Chapter 11 of the Bankruptcy Code on Nov. 6, 2013 (Case No. 13-34483, Bankr. D.N.J.). The case is assigned to Judge Gloria M. Burns. The Debtor's counsel is Michael D. Sirota, Esq., at COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, in Hackensack, New Jersey. Liabilities include $5.7 million in taxes and $1.7 million on capital leases, according to a court filing. There is $9 million in accounts payable and $16.6 million in accrued expenses on the balance sheet. The assets and debt of the Atlantic Club are both less than $50 million, according to the petition. ROSETTA RESOURCES: Moody's Rates $450MM Sr. Unsecured Notes B2 -------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Rosetta Resources, Inc.'s proposed $450 million senior unsecured notes. The company expects to use the net proceeds from the offering will be used to repay borrowings under its revolving credit facility and for general corporate purposes. The rating outlook is positive. Ratings Rationale: The B2 rating for the proposed senior notes reflects their unsecured nature and therefore subordination to the senior secured credit facility's potential priority claim to the company's assets. The company has an $800 million senior secured revolving credit facility due 2018. The size of the potential senior secured claims relative to the unsecured notes outstanding results in the senior notes being notched one rating below the B1 CFR under Moody's Loss Given Default Methodology. The proposed notes offering will provide additional liquidity for Rosetta as it ramps up its drilling and development in the Eagle Ford and in its recently acquired acreage in the Permian Basin. The new senior notes will push leverage on daily production just over $30,000, and Moody's expects it to remain around that level as Rosetta most likely will outspend cash flow in the next couple of years as it develops its new core area in the Permian Basin. With its liquids production, Rosetta is generating decent price realizations and cash margins, which offsets the impacts of increases in leverage on production and reserves. The B1 CFR reflects Rosetta's relatively low debt leverage, its strong cash margins, a growing proportion of liquids production, and its competitive finding and development (F&D) costs. The rating also considers the company's high quality Eagle Ford and Permian Basin asset base with its sizable potential and drilling inventory. The positive outlook reflects Moody's expectation that Rosetta will successfully integrate the acquired Permian assets and will continue to grow its reserves and production on a sustainable basis while maintaining its conservative financial profile. Moody's expects leverage to compress over time through organic production growth. An upgrade could result should average daily production increase to 55,000 Boe per day while maintaining debt on production below $27,000 per Boe. Moody's could downgrade the ratings should debt on production exceed $33,000 per Boe for a sustained period and if capital productivity declines to the extent that Rosetta's leveraged full-cycle ratio drops below 1.5x, or if liquidity deteriorates. Rosetta's SGL-2 Speculative Grade Liquidity rating reflects good liquidity through the end of 2014. Pro forma for the revolver pay down following the notes issuance, it would have ended third quarter 2013 with roughly $239 million of cash and full availability under the company's secured borrowing base revolving credit facility. The borrowing base was increased to $800 million in April 2013 and the maturity was extended to 2018. With a projected 2013 capital spending budget of roughly $900 million, Rosetta will be outspending cash flow, but the availability under its revolver will be more than sufficient to fund any shortfall. Revolver covenants include a minimum current ratio of 1.0x and a maximum debt/EBITDAX ratio of 4.0x. As of September 30, Rosetta was in compliance with these covenants. Rosetta Resources Inc. is an independent exploration and production company headquartered in Houston, Texas. ROSETTA RESOURCES: S&P Rates $450 Million Unsecured Notes 'B+' -------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B+' issue rating (the same as the corporate credit rating) to Houston- based exploration and production (E&P) company Rosetta Resources Inc.'s proposed $450 million unsecured note offering due 2022. S&P has assigned a '4' recovery rating to this debt, indicating its expectation of average (30% to 50%) recovery, in the event of a payment default. S&P's 'B+' corporate credit rating and stable outlook on Rosetta remains unchanged. Rosetta Resources Inc. is using proceeds from this offering to repay borrowings on its credit facility and for general corporate purposes. "The ratings on Rosetta Resources Inc. reflect our view of the company's relatively small proven reserve base relative to peers, aggressive growth strategy, and substantial proportion of undeveloped reserves," said Standard & Poor's credit analyst Marc Bromberg. S&P's ratings incorporate its assessment of the company's "weak" business risk profile, "aggressive" financial risk profile, and "adequate" sources of liquidity. S&P's ratings also reflect its view of the company's exposure to robust crude oil prices, low cost position, and healthy credit protection measures. RATINGS LIST Rosetta Resources Inc. Corporate Credit Rating B+/Stable/-- New Rating Rosetta Resources Inc. $450 Mil. Unsecured Notes Due 2022 B+ Recovery Rating 4 RR DONNELLEY: Moody's Rates New $350MM Sr. Unsecured Notes 'Ba3' ---------------------------------------------------------------- Moody's Investors Service rated RR Donnelley & Sons Company's new $350 million senior unsecured notes Ba3. RR Donnelley's corporate family rating (CFR) and probability of default ratings (PDR) remain unchanged at Ba2 and Ba2-PD, respectively. Ratings of the company's senior secured credit facility and senior unsecured notes also remain unchanged at Baa2 and Ba3, respectively, and RR Donnelley's speculative grade liquidity rating remains unchanged at SGL-2 (good). The outlook remains negative. Proceeds from the new $350 million 10-year senior unsecured notes will be used to fund a portion of the recently announced ~$705 million acquisition of Consolidated Graphics, which, as previously stated, is ratings-neutral because pro form leverage remains substantially unchanged (it being noted that pre-funding the acquisition will cause nominal leverage to spike). The following summarizes rating actions and RR Donnelley's ratings: Issuer: R.R. Donnelley & Sons Company Assignments: Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4 - 65%) Ratings/Outlook Actions: Corporate Family Rating, unchanged at Ba2 Probability of Default Rating, unchanged at Ba2-PD Speculative Grade Liquidity Rating, unchanged at SGL-2 Senior Secured Credit Facility, unchanged at Baa2 (LGD1, 6%) Senior Unsecured Regular Bond/Debenture, unchanged at Ba3 (LGD4 - 65%) Senior Unsecured Shelf, unchanged at (P)Ba3 Outlook, Unchanged at Negative Ratings Rationale: RR Donnelley is weakly positioned at the Ba2 level because of elevated leverage and very weak industry fundamentals evidenced by stalled revenue growth. Given the implication that EBITDA growth will also stagnate, management implemented more conservative Debt- to-EBITDA policies, and the rating assumes significant debt repayment as efforts to restore financial flexibility unfold. Moody's expects management to apply virtually all of the company's nearly $300 million of annual free cash flow (Moody's estimated) towards debt reduction for the foreseeable future; the Ba2 CFR rating assumes repayment of the $258 million maturity in April 2014. The rating continues to benefit from the company's resilient cash flow profile; during the 2008/2009 recession, despite 2009 revenue being 15% less than in 2008 and despite a 34% EBITDA decline, the company remained cash flow positive. Rating Outlook: Given the potential of a change in management's de-leveraging commitment as well as accelerating declines in the broadly-defined commercial printing industry, the outlook is negative. What Could Change the Rating - Up: Presuming stronger industry fundamentals and solid liquidity, positive outlook or ratings actions could result from Moody's- adjusted free cash flow-to-Debt (FCF/TD) to increasing on a sustainable basis into the 10%-to- 15% range. At that level of FCF, Moody's-adjusted Debt-to-EBITDA would likely be in the 3.0x- to-3.5x range. What Could Change the Rating - Down: Interruption of delivering towards 3.75x Moody's-adjusted Debt-to- EBITDA by 2015 could result in a CFR downgrade, as would adverse liquidity developments, a downwards revision in existing financial guidance or a more than 2.5% decrease in annual organic revenue. Corporate Profile: Headquartered in Chicago, Illinois, R.R. Donnelley & Sons Company (RR Donnelley) is North America's largest commercial printing company, with annual revenues of approximately $10.3 billion of which 74% comes from North American operations while 26% is international. RR Donnelley provides pre-media, printing, logistics and business process outsourcing products and services. RUBY TUESDAY: Demoted to B3 on Declining Same-Store Sales --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Ruby Tuesday Inc., a restaurant operator and franchiser, has a B3 corporate rating this week after a one-level downgrade issued Nov. 8 by Moody's Investors Service. According to the report, the rating for the $250 million in senior unsecured notes fell one space also, to Caa1. Moody's attributed the downgrade to "weak same-store sales performance over the last few quarters." Improvement will be difficult to achieve, Moody's said, in view of "soft consumer spending and competitive pressures throughout the industry." For the past year, cash flow didn't cover interest expense, Moody's observed. The Maryville, Tennessee-based company operates under brand names Ruby Tuesday and Lime Fresh Mexican Grill. The $235 million in 7.625 percent senior unsecured notes due 2020 traded at 3:37 p.m. on Nov. 8 for 95 cents on the dollar, to yield 8.646 percent, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. For the fiscal first quarter, ended Sept. 30, Ruby Tuesday reported a $21.8 million net loss on $289.7 million revenue. The loss from continuing operations in the quarter was $21.9 million. For fiscal 2013, the net loss was $39.4 million on revenue of $1.251 billion. SAN BERNARDINO, CA: CalPERS Again Seeks Appeal of Ch. 9 Status -------------------------------------------------------------- Law360 reported that California's state pension system on Nov. 7 again urged a California bankruptcy judge to certify its appeal to the Ninth Circuit of an order allowing the city of San Bernardino to move forward with its bankruptcy, saying the appeals court's precedent is inconsistent with the judge's ruling. According to the report, the decision comes after the California Public Employees' Retirement System challenged the bankruptcy judge's decision in October, saying the judge improperly glossed over key requirements for granting Chapter 9 protection. About San Bernardino, Calif. San Bernardino, California, filed an emergency petition for municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012. San Bernardino, a city of about 210,000 residents roughly 65 miles (104 km) east of Los Angeles, estimated assets and debts of more than $1 billion in the bare-bones bankruptcy petition. The city council voted on July 10, 2012, to file for bankruptcy. The move lets San Bernardino bypass state-required mediation with creditors and proceed directly to U.S. Bankruptcy Court. The city is represented that Paul R. Glassman, Esq., at Stradling Yocca Carlson & Rauth. San Bernardino joined two other California cities in bankruptcy: Stockton, an agricultural center of 292,000 east of San Francisco, and Mammoth Lakes, a mountain resort town of 8,200 south of Yosemite National Park. The City was granted Chapter 9 protection on Aug. 28, 2013. SCHUTJER BOGAR: Settles With Ex-Partner After Exiting Bankruptcy ---------------------------------------------------------------- Law360 reported that having exited bankruptcy, the Pennsylvania health care law firm formerly known as Schutjer Bogar LLC reached a settlement on Nov. 7 with an ex-partner and its former largest client in a lawsuit launched after the partner left and took the client along with her. According to the report, while the terms of the settlement with Kelly Kjersgaard Hayes and Kindred Nursing Centers East LLC were confidential, Chad Bogar, the co-founder and CEO of the firm rebranded as sb2, emphasized that the firm's financial situation had transformed dramatically since it launched the suit. The case is Schutjer Bogar, LLC v. Hayes et al., Case No. 1:13-cv- 00216 (M.D. Pa.) before Judge John E. Jones, III. Schutjer Bogar, LLC, sought protection under Chapter 11 of the Bankruptcy Code on March 20, 2013 (Case No. 13-01434, Bankr. M.D. Pa.). The case is assigned to Judge Robert N. Opel, II. The Debtor's counsel is Lawrence G. Frank, Esq., at THOMAS, LONG, NIESEN AND KENNARD, in Harrisburg, Pennsylvania. The Debtor said it has estimated assets ranging from $500,001 to $1,000,000 and estimated debts ranging from $1,000,001 to $10,000,000. The petition was signed by Chad Bogar and Brad Schutjer, members. SEANERGY MARITIME: Receives Delisting Notice From NASDAQ -------------------------------------------------------- Seanergy Maritime Holdings Corp. received a Staff Delisting Determination letter from the Nasdaq Stock Market LLC notifying the Company that, due to non-compliance with the minimum $2.5 million stockholders' equity requirement for continued listing set forth in Nasdaq Listing Rule 5550(b), trading of the Company's common stock will be suspended unless the Company requests an appeal of this delisting determination by Nov. 6, 2013. The Company intends to timely request a hearing before a Nasdaq Hearings Panel to appeal the delisting determination. That request will stay the suspension of trading and delisting of the Company's common shares from the Nasdaq Capital Market pending the Panel's decision after a hearing. Under Nasdaq's Listing Rules, the Panel may, in its discretion, grant an exception to the continued listing standards for a maximum of 180 calendar days from the date of the delisting determination. However, there can be no assurances that the Panel will grant such exception. The Company intends to present to the Panel the status of its previously announced financial restructuring plan and its plan to establish compliance with the minimum $2.5 million stockholders' equity requirement. Stamatis Tsantanis, the Company's chairman and chief executive officer, stated: "Seanergy expected this determination letter and looks forward to the hearing with the independent Panel to discuss its plan to regain compliance. In addition, the Company continues to implement its ongoing restructuring plan, which aims to establish a viable financial structure and ensure its ability to participate in new investment opportunities." About Seanergy Athens, Greece-based Seanergy Maritime Holdings Corp. is an international company providing worldwide seaborne transportation of dry bulk commodities. The Company owns and operates a fleet of seven dry bulk vessels that consists of three Handysize, two Supramax and two Panamax vessels. Its fleet carries a variety of dry bulk commodities, including coal, iron ore, and grains, as well as bauxite, phosphate, fertilizer and steel products. In its audit report on the consolidated financial statements for the year ended Dec. 31, 2012, Ernst & Young (Hellas) Certified Auditors Accountants S.A., in Athens, Greece, expressed substantial doubt about Seanergy Maritime's ability to continue as a going concern. The independent auditors noted that the Company has not complied with the principal and interest repayment schedule and with certain covenants of its loan agreements, which in turn gives the lenders the right to call the debt. "In addition, the Company has a working capital deficit, recurring losses from operations, accumulated deficit and inability to generate sufficient cash flow to meet its obligations and sustain its operations." The Company reported a net loss of US$193.8 million on US$55.6 million of net vessel revenue in 2012, compared with a net loss of US$197.8 million on US$104.1 million of net vessel revenue in 2011. The Company's balance sheet at June 30, 2013, showed $78.70 million in total assets, $194.01 million in total liabilities and a $115.31 million total deficit. SIMPLY WHEELZ: Catalyst to Acquire Advantage Rent a Car by Dec. --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Simply Wheelz LLC, the new owner of the Advantage Rent A Car business, filed a petition for Chapter 11 reorganization on Nov. 5 and three days later received authorization from the bankruptcy judge in Jackson, Mississippi to borrow $14.8 million from Catalyst Capital Group Inc., the intended buyer. According to the report, there will be another hearing on Dec. 3 for approval of the entire loan package that could amount to $46 million. The loan agreement requires having auction and sale procedures approved by Nov. 22 and a hearing to approve sale by Dec. 17. The loan agreement also requires that Toronto-based Catalyst be the so-called stalking horse making the first bid at auction. Catalyst will pay for the business in exchange for the bankruptcy loan, up to $46 million. About Simply Wheelz Based in Ridgeland, Mississippi, Simply Wheelz is owned by Franchise Services of North America NA, which acquired the Advantage business and 24,000 vehicles early this year from Hertz Global Holdings Inc. Hertz was required by antitrust regulators to divest Advantage when taking over the Dollar Thrifty business. The vehicles are leased from Hertz, which gave notice of termination of the lease on Nov. 2 following payment default on Oct. 9. Simply Wheelz said it lost $8.6 million on the sale of 5,300 cars in the Hertz fleet. The contracts requires Simply Wheelz to bear the risk of the residual value of the fleet. Advantage has 72 locations in 33 states. It is the fourth- largest rental car business in the U.S. Simply Wheelz LLC sought protection under Chapter 11 of the Bankruptcy Code on Nov. 5, 2014 (Case No. 13-03332, Bankr. S.D.Miss.). The case is assigned to Judge Edward Ellingon. The petition listed assets and debt both exceeding $100 million. The Debtors are represented by Christopher R. Maddux, Esq., and Stephen W. Rosenblatt, Esq., at BUTLER SNOW O'MARA STEVENS & CANNADA, in Ridgeland, Mississippi. SHELBOURNE NORTH WATER: Going Into Chapter 11 in Illinois --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the owner of 2.2 acres in Chicago, intended as the site for the tallest building in North America, bent to an involuntary bankruptcy petition filed last month and consented on Nov. 8 to being in Chapter 11 reorganization. According to the report, from the site, Chicago Spire was to rise 2,000 feet (610 meters), under guidance of Irish developer Garrett Kelleher and Spanish architect Santiago Calatrava. The 150-story helix-shaped residential project never went beyond being more than a hole in the ground, when construction halted during the recession. Creditors with $82 million in claims filed an involuntary Chapter 11 petition in October. The outcome was a compromise where the owner, Shelbourne North Water Street LP, agreed to enter bankruptcy. The settlement requires transferring the case from Delaware to Chicago. The owner will have the exclusive right for four months to propose a reorganization plan. During that time, creditors are precluded from seeking the appointment of a trustee, as part of the settlement. The bankruptcy was declared to be a single-asset real estate reorganization with secured creditors automatically permitted to foreclose unless Shelbourne files a plan by March 10 that has a "reasonable possibility of being confirmed within a reasonable time." A group of creditors filed an involuntary Chapter 11 petition against Chicago, Illinois-based Shelbourne North Water Street L.P. on Oct. 10, 2013 (Case Number 13-12652, Bankr. D.Del.). The case is assigned to Judge Kevin J. Carey. The Petitioners are represented by Zachary I Shapiro, Esq., and Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. The involuntary petition was filed by RMW Acquisition Co., RMW CLP Acquisitions LLC, Thornton Tomasetti Inc. and Cosentini Associates. SML REALTY: Case Summary & Largest Unsecured Creditors ------------------------------------------------------ Debtor: SML Realty, LLC c/o Marie Carlino 19 Castor Place Staten Island, NY 10312 Case No.: 13-46717 Chapter 11 Petition Date: November 8, 2013 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Kevin J Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212) 301-6944 Fax: (212) 422-6836 Email: KNash@gwfglaw.com Total Assets: $2.30 million Total Debts: $1.05 million The petition was signed by Marie Carlino, member. NYC Dept of Tax and Finance is the lone entry in the list of 20 largest unsecured creditors, with a $61,507 unliquidated claim. SPENDSMART PAYMENTS: Chord to Provide Accounting Solutions ---------------------------------------------------------- The SpendSmart Payments Company entered into an advisory agreement with Chord Advisors, LLC, pursuant to which Chord will provide the Company with comprehensive outsourced accounting solutions. The Company will pay Chord $7,500 per month. The Company has also agreed to issue Chord a vested stock option to purchase five thousand shares of common stock at an exercise price of $2.00 per share. The Company's Chief Financial Officer, David Horin, is the president of Chord. The Agreement may be terminated by either party. On Oct. 28, 2013, Kim Petry resigned from her position as chief financial officer, secretary and treasurer of the Company, effective immediately. Ms. Petry will be succeeded by David Horin, who will serve as the Company's chief financial officer as of Oct. 28, 2013. Mr. Horin is currently the president of Chord Advisors, LLC, an advisory firm that provides targeted financial solutions to public (small-cap and mid-cap) and private small and mid-sized companies. From March 2008 to June 2012, Mr. Horin was the chief financial officer of Rodman & Renshaw Capital Group, Inc., a full-service investment bank dedicated to providing corporate finance, strategic advisory, sales and trading and related services to public and private companies across multiple sectors and regions. From March 2003 through March 2008, Mr. Horin was the Managing Director of Accounting Policy and Financial Reporting at Jefferies Group, Inc., a full-service global investment bank and institutional securities firm focused on growth and middle-market companies and their investors. Prior to his employment at Jefferies Group, Inc., from 2000 to 2003, Mr. Horin was a senior manager in KPMG's Department of Professional Practice in New York, where he advised firm members and clients on technical accounting and risk management matters for a variety of public, international and early growth stage entities. Mr. Horin has a Bachelor of Science degree in Accounting from Baruch College, City University of New York. Mr. Horin is also a Certified Public Accountant. About SpendSmart San Diego, Cal.-based The SpendSmart Payments Company is a Colorado corporation. Through the Company's subsidiary incorporated in the state of California, The SpendSmart Payments Company, the Company issues and services prepaid cards marketed to young people and their parents. The Company is a publicly traded company trading on the OTC Bulletin Board under the symbol "SSPC." The Company's balance sheet at June 30, 2013, showed $1.37 million in total assets, $1.91 million in total liabilities, all current, and a $540,393 total stockholders' deficiency. For the year ended Sept. 30, 2012, the Company's audited consolidated financial statements included an opinion containing an explanatory paragraph as to the uncertainty of our Company's ability to continue as a going concern. Additionally, the Company has incurred net losses through June 30, 2013, and has yet to establish profitable operations. SUNTECH POWER: Seeks Dismissal of Involuntary U.S. Bankruptcy ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Suntech Power Holdings Co., once the world's largest solar-panel maker, filed court papers urging a judge to dismiss the involuntary Chapter 7 bankruptcy petition filed in mid-October by four holders of some of the $541 million in convertible notes. According to the report, based in Wuxi, China, Suntech advances several reasons why the involuntary bankruptcy is defective. Most prominently, Suntech says that at least two of the four involuntary petitioners acquired their claims expressly to file an involuntary petition, an action prohibited in bankruptcy law. Suntech points out that none of the petitioning Noteholders filed a required statement saying they hadn't purchased the debt to file an involuntary petition. The petitioning Noteholders include Trondheim Capital Partners LP and Michael Meixler. The court should dismiss the case "in the interests of creditors and the debtor" under Section 305 of the Bankruptcy Code to ensure there is no disruption of ongoing negotiations with holders of a majority or more of the notes, Suntech said. Dismissal of the involuntary petition will come to bankruptcy court for a hearing on Dec. 12. Suntech says the four creditors own only 0.27 percent of outstanding debt. Suntech defaulted on the notes in March. New York was also the wrong place to file, Suntech says, because the company has no place of business or assets in the U.S. Instead, the New York court should allow Suntech to proceed with the bankruptcy it filed voluntarily in the Cayman Islands, the company said. Eventually, Suntech said, the four creditors will be allowed to vote on a reorganization to be proposed in the Cayman Islands, where the company is incorporated. About Suntech Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP) produces solar products for residential, commercial, industrial, and utility applications. With regional headquarters in China, Switzerland, and the United States, and gigawatt-scale manufacturing worldwide, Suntech has delivered more than 25,000,000 photovoltaic panels to over a thousand customers in more than 80 countries. Suntech Power Holdings Co., Ltd., received from the trustee of its 3 percent Convertible Notes a notice of default and acceleration relating to Suntech's non-payment of the principal amount of US$541 million that was due to holders of the Notes on March 15, 2013. That event of default has also triggered cross-defaults under Suntech's other outstanding debt, including its loans from International Finance Corporation and Chinese domestic lenders. Suntech Power had involuntary Chapter 7 bankruptcy proceedings initiated against it on Oct. 14, 2013 in U.S. Bankruptcy Court in White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by holders of more than $1.5 million of defaulted securities under a 2008 $575 million indenture. The Chapter 7 Petitioners are Trondheim Capital Partners, L.P., Michael Meixler, Longball Holdings, LLC, and Jiangsu Liquidators, LLC. They are represented by Jay Teitelbaum, Esq., at TEITELBAUM & BASKIN LLP, in White Plains, New York. SUNTECH POWER: Takes Step Toward Final Wind-Down ------------------------------------------------ Reuters reported that China's Suntech Power Holdings Co Ltd., once the world's largest maker of solar panels, filed for provisional liquidation, signaling that it may go out of business after years of steep declines in panel prices. According to the report, Suntech's shares fell as much as 23 percent to $1.15 on the New York Stock Exchange on Nov. 6. "We do think this is the end for Suntech," Raymond James analyst Ryan Berney told Reuters. Suntech filed for provisional liquidation in the Cayman Islands, where it is incorporated, the report related. A provisional liquidation is an emergency procedure that a company can apply for only after a petition to wind up has been presented at court. Suntech also said it would consider pursuing a Chapter 15 filing in the United States that would allow U.S. courts to recognize a foreign bankruptcy as the main proceeding and block creditors from seizing U.S. assets, the report further related. About Suntech Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP) produces solar products for residential, commercial, industrial, and utility applications. With regional headquarters in China, Switzerland, and the United States, and gigawatt-scale manufacturing worldwide, Suntech has delivered more than 25,000,000 photovoltaic panels to over a thousand customers in more than 80 countries. Suntech Power Holdings Co., Ltd., received from the trustee of its 3 percent Convertible Notes a notice of default and acceleration relating to Suntech's non-payment of the principal amount of US$541 million that was due to holders of the Notes on March 15, 2013. That event of default has also triggered cross-defaults under Suntech's other outstanding debt, including its loans from International Finance Corporation and Chinese domestic lenders. Suntech Power had involuntary Chapter 7 bankruptcy proceedings initiated against it on Oct. 14, 2013 in U.S. Bankruptcy Court in White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by holders of more than $1.5 million of defaulted securities under a 2008 $575 million indenture. The Chapter 7 Petitioners are Trondheim Capital Partners, L.P., Michael Meixler, Longball Holdings, LLC, and Jiangsu Liquidators, LLC. They are represented by Jay Teitelbaum, Esq., at TEITELBAUM & BASKIN LLP, in White Plains, New York. TEMPLAR ENERGY: Moody's Assigns B2 CFR & Rates New $700MM Loan B3 ----------------------------------------------------------------- Moody's Investors Service assigned a first time rating of B3 to Templar Energy LLC's proposed $700 million second lien term loan. Moody's also assigned a B2 Corporate Family Rating (CFR) and a B2- PD Probability of Default rating to Templar. The outlook is stable. Term loan proceeds will be used to finance a portion of Templar's $1.0 billion acquisition of Forest Oil Corporation's (FST, B2 negative) Anadarko Basin assets in the Texas/Oklahoma Panhandle. "Templar's asset acquisition will more firmly establish its presence in the Anadarko Basin, a producing area Templar's management has substantial technical and operating expertise in," commented Andrew Brooks, Moody's Vice President. "Acquisition financing, as proposed, should not over-burden Templar with debt, and should provide it adequate liquidity with which to fund its growth objectives." Ratings Assigned: Templar Energy LLC Corporate Family Rating, B2 Probability of Default, B2-PD Second Lien Term Loan, B3 Outlook, Stable Ratings Rationale: Templar's B2 CFR reflects its relatively modest size, its limited operating history and debt leverage that will approach $50,000 per flowing barrel of oil equivalent (Boe) at closing. However, while Templar as an operating entity was only established in December 2012, the acquired Anadarko Basin assets which will comprise the bulk of the newly formed company, have been significantly de- risked by Forest Oil and have producing lives which stretch back many decades. Moreover, Templar management is well acquainted with the technical and operating characteristics of the Anadarko Basin in which it has operated a series of E&P companies over the past two decades. Privately owned Templar Energy was established in December 2012, and is owned 65% by funds controlled by financial sponsors First Reserve and 28% by Trilantic Capital Partners, together with a 5% management stake. Through a series of acquisitions and drilling activity, production reached an average 2,300 Boe per day in 2013's third quarter, with 22.5 million Boe of proved reserves as of October 1. In October, Templar agreed to acquire Forest's Anadarko Basin assets for $1.0 billion, comprised of approximately 100,000 net leasehold acres in the Texas/Oklahoma Panhandle, an estimated 124 million Boe of proved reserves and 17,000 Boe per day of production. The Anadarko Basin is characterized by multiple stacked pay zones with 18 reservoirs producing a balanced mix of liquids rich gas and crude oil. Key formations across the basin include the Douglas, Tonkawa, Cleveland Sands, Granite Wash and the Atoka. Pro forma for the acquisition, Templar's production will approximate 45% natural gas, 32% natural gas liquids and 23% oil. Upon the closing of the acquisition, company founder and CEO Mr. David Le Norman will acquire for $125 million, finance and hold through his wholly owned subsidiary, Le Norman Fund I, LLC, a 12.5% working interest in the acquired Anadarko Basin assets. Templar's financing of its 87.5% of the Anadarko Basin acquisition will comprise the $700 million second lien term loan, a $600 million senior secured revolving credit facility with an initial $300 million borrowing base, under which approximately $91 million will be outstanding at closing, and $131 million of contributed equity. Pro forma for the closing of the acquisition, Templar will have an estimated $209 million of liquidity available under its secured borrowing base revolving credit facility with which to fund the outspending of cash flow required to achieve projected production growth. It is apparent that the borrowing base commitment will need to be redetermined upward to fund continuing capital spending. Notwithstanding the projected outspending of cash flow, Moody's views Templar's liquidity as adequate. The second lien term loan is rated one-notch below the B2 CFR due to the prior ranking revolver in the capital structure, in accordance with Moody's Loss Given Default methodology. To the extent the company carries out its growth plan and increases it revolving credit secured borrowring base commitment to a level approaching $750 million, Templar's second lien term loan could run the risk of double-notching. Moody's expects, however, that the company will finance its growth on a relatively balanced basis between first lien and second lien debt. The outlook is stable based on the relatively low risk nature of the acquired assets and Moody's view that relative debt leverage, while high at the outset, will ratchet down as production gains are realized. A rating downgrade would be considered should Templar's debt leverage remain consistently at or above $50,000 per barrel of average daily production. A rating upgrade could be considered should production levels reach 50,000 Boe per day with debt on production falling below $35,000 per Boe. Templar Energy, LLC is a privately owned independent E&P company headquartered in Oklahoma City, Oklahoma. TEMPLAR ENERGY: S&P Assigns 'B' CCR & Rates $700MM Loan 'B-' ------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Oklahoma-based oil and gas E&P company Templar Energy LLC. The outlook is stable. At the same time S&P assigned its 'B-' issue rating to Templar's proposed $700 million senior secured second-lien term loan due 2020. The recovery rating is '5', indicating S&P's expectation of modest (10% to 30%) recovery in the event of a payment default. S&P expects proceeds from the offering, and $81 million drawn on the credit facility, to partially fund the acquisition of Texas Panhandle assets from Forest Oil Corp. Templar will fund the remainder of the purchase price with $131 million in equity contributed by private equity sponsors First Reserve (majority owner) and Trilantic Capital Partners, management, and other investors. "The ratings on Templar reflect our assessment of the company's 'vulnerable' business risk, 'highly leveraged' financial risk, and 'adequate' liquidity," said Standard & Poor's credit analyst Michael Tsai. These assessments reflect Templar's small asset base and production levels, lack of geographical diversification, spending levels in excess of projected operating cash flows, and the lack of audited historical financial statements. The ratings also reflect the company's balance between oil/natural gas liquids and natural gas, an experienced management team, and expectations for growth in reserves and production over the next 12 months. Templar was formed in December 2012 to acquire and operate assets focused primarily in the Anadarko Basin. Including the Forest Oil acquisition, the company's pro forma proved reserves should total about 121 million barrels of oil equivalent (boe), of which 48% are natural gas liquids and crude oil and 41% are developed, with production of 16,400 boe per day. The company has limited geographic diversity with all its assets concentrated in the Anadarko Basin in Texas and Oklahoma. However, the company's position is adjacent to multiple gathering and processing systems, which provides redundancy and access to multiple markets. The stable outlook reflects S&P's expectation that Templar will maintain adequate liquidity and that debt leverage will decline to about 4x over the next 12 months. S&P could lower the rating if debt leverage exceeds 5x for a sustained period, or if it assess liquidity as less than adequate, most likely as the consequence of weaker-than-anticipated drilling results. S&P could consider an upgrade if Templar is able to successfully execute its growth strategy such that debt leverage falls below 3x, while maintaining adequate liquidity. THINKFILM LLC: Investor Says Bergstein Owes $590MM for Loan Fraud ----------------------------------------------------------------- Law360 reported that an investor and business man hit film financier David Bergstein with a fraud lawsuit in New Jersey federal court on Nov. 6, seeking more than $590 million for misrepresentations made about cash loans in connection with film production for "Before the Devil Knows You're Dead" and other titles. According to the report, the lawsuit raises allegations that Bergstein and his longtime business partner Ronal N. Tutor made representations and false statements to trick plaintiff Paul Parmar out of millions of dollars in connection with various loan ventures. The case is GRANGE CONSULTING GROUP et al v. BERGSTEIN et al., Case No. 3:13-cv-06768 (D.N.J.) before Judge Peter G. Sheridan. About Thinkfilm LLC CapCo Group LLC and four other companies controlled by David Bergstein are part of a wider network of entities that distribute and finance films. Among the approximately 1,300 films they have the rights to are "Boondock Saints" and "The Wedding Planner." Several creditors filed for involuntary Chapter 11 bankruptcy against the companies on March 17, 2010 -- CT-1 Holdings LLC (Bankr. C.D. Calif. Case No. 10-19927); CapCo Group, LLC (Bankr. C.D. Calif. Case No. 10-19929); Capitol Films Development LLC (Bankr. C.D. Calif. Case No. 10-19938); R2D2, LLC (Bankr. C.D. Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Calif. Case No. 10-19912). Judge Barry Russell presides over the cases. The Petitioners are represented by David L. Neale, Esq., at Levene Neale Bender Rankin & Brill LLP. Judge Barry Russell formally declared David Bergstein's ThinkFilm LLC and Capitol Films Development bankrupt on Oct. 5, 2010. Mr. Bergstein is being sued for tens of millions of dollars by nearly 30 creditors -- including advertisers, publicists and the Writers Guild West. Five Bergstein controlled companies have been named in the suit. TMT GROUP: Sent to Mediate With Objecting Banks ----------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that unless TMT Group and bank lender are forced to mediate, the bankruptcy reorganization of the Taiwanese owner of 16 oceangoing vessels is "destined for failure, at great cost to the creditors, secured and unsecured alike," the official creditors' committee said early last week. According to the report, U.S. Bankruptcy Judge Marvin Isgur in Houston heard the plea and by the week's end had sent the ship owner and lenders into mediation. The committee cited how the Asian banks responded to the Chapter 11 filing in June by asking Judge Isgur to dismiss the proceedings for being filed in bad faith. They claimed TMT was a foreign company with no connection to the U.S. and thus no right to bankruptcy relief. Judge Isgur denied the request, finding the cases were properly in U.S. bankruptcy court. The banks appealed and in substance lost in October when a U.S. district judge sided with Judge Isgur. Having temporarily taken the bankruptcy away from Judge Isgur, the district judge sent the case back to bankruptcy court upon agreeing with Judge Isgur's decisions. The lenders initiated another fight over dismissal and continued opposing approval of financing and use of cash. In the meantime, the bankruptcy "hardly made any progress," the committee said. So far, legal costs are some $20 million for TMT and the lenders, whose lawyers are being paid by the ship owner. To this point, TMT's lawyers "must defend the litigation without being paid," the committee said. Judge Isgur required the lenders and TMT to select a mediator by Nov. 22, with mediation sessions "at the earliest practicable date" in December or January. To foster discussions, Judge Isgur commanded TMT to give the banks the outline of a plan three weeks before mediation. The committee must decide whether it supports TMT's proposal. If not, the committee must hand out its term sheet three weeks in advance of mediation. Banks opposing TMT's bankruptcy include First Commercial Bank Co., Mega International Commercial Bank Co., Cathay United Bank and Shanghai Commercial Savings Bank Ltd. The banks say the ships' owners have "overwhelmingly if not entirely foreign creditors" and the owner is a "foreign national." Previously known as Taiwan Marine Transport Co., one of the companies claimed to be based in Houston. The vessels carry varied cargo, such as bulk, vehicles, ore and petroleum. The average age of most is about 2.5 years, according to a court filing. About TMT Group Known in the industry as TMT Group, TMT USA Shipmanagement LLC and its affiliates own 17 vessels. Vessels range in size from approximately 27,000 dead weight tons (dwt) to approximately 320,000 dwt. TMT USA and 22 affiliates, including C. Ladybug Corporation, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13- 33740) in Houston, Texas, on June 20, 2013 after lenders seized seven vessels. TMT has tapped attorneys from Bracewell & Giuliani LLP and AlixPartners as financial advisors. On a consolidated basis, the Debtors have $1.52 billion in assets and $1.46 billion in liabilities. TMT already filed a lawsuit in U.S. bankruptcy court aimed at forcing creditors to release the vessels so they can return to generating income. TOLL BROTHERS: Moody's Affirms 'Ba1' CFR & Unsecured Notes Rating ----------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Toll Brothers, Inc., including its corporate family rating of Ba1, probability of default rating of Ba1-PD, and the Ba1 rating on its various issues of senior unsecured notes. The speculative grade liquidity rating was revised down to SGL-2 from SGL-1. The rating outlook remains stable. Toll Brothers has signed a definitive agreement to purchase Shapell Industries, a private California home builder with 5200 largely entitled lots, for approximately $1.6 billion. The company intends to finance the transaction with draws from its existing $1.035 billion senior unsecured revolving credit facility due 2018 and a combination of unsecured debt and equity issuances. Toll has received a commitment for a $500 million, 364-day senior unsecured revolving credit facility to enhance its liquidity until it can pay down the draws under its existing revolver. The company intends to issue equity before the transaction closes, and post- closing, Toll intends to sell certain assets to reduce its California land concentration and outstanding borrowings. Pro forma for this acquisition, assuming that approximately $1.4 billion of the purchase price will be financed via new debt issuances, total adjusted homebuilding debt/capitalization increases from approximately 43% to 53%. (Moody's adds $128 million to reported debt in order to account for operating leases and recourse joint venture debt). The following actions were taken: Affirmations: Issuer: Toll Brothers, Inc. Corporate Family Rating, Affirmed Ba1 Probability of Default Rating, Affirmed Ba1-PD Issuer: Toll Brothers Finance Corp. Senior Unsecured Regular Bond/Debenture, Affirmed Ba1 (LGD4-53%) Senior Unsecured Conv./Exch. Bond/Debenture, Affirmed Ba1 (LGD4- 53%) Senior Unsecured Shelf , Affirmed (P)Ba1 Revisions: Issuer: Toll Brothers, Inc. Speculative Grade Liquidity Rating, Lowered to SGL-2 from SGL-1 The outlook remains stable. Ratings Rationale: The affirmation of Toll Brothers' ratings reflects the company's improving operating results and expected quick post-closing improvement in its credit metrics to return them to Ba1 levels, supported by positive industry fundamentals. In addition, while the acquisition temporarily strains Toll's balance sheet, it simultaneously provides the company with an impressive, well- located, largely entitled land position in a state with a limited supply of finished and entitled lots and robust demand for new homes. The Ba1 corporate family rating considers the company's still good liquidity profile, as captured in its SGL-2 rating, and its performance in its high-density, mid- and high-rise tower business, which has exceeded Moody's previous expectations. The rating is also supported by Toll Brothers' leadership position in its upper-end homebuilding niche, and an ability to greatly restrict, or even shut off entirely, its land spend for relatively long periods of time without incurring the need to race to catch up when the market turns. This latter characteristic enables the company generally to control how much cash flow it wishes to generate or even whether it wishes the figure to be positive or not. If anything, the Shapell acquisition enhances the company's flexibility with regard to future land spend in California. However, Moody's also recognizes the additional risk in the company's business profile associated with the more volatile and capital intensive high-rise and high-density mid-rise business, the Gibraltar Capital business (which purchases distressed loan and real estate asset portfolios), and its new investments in the apartment development business. And, of course, if the California market should turn quickly and sharply negative, the company's ability to sell some of the Shapell land to reduce both its debt and its overall California exposure would be impaired. This could leave the company's debt leverage at an unacceptably high level and weaken its liquidity. The company's SGL-2 liquidity rating incorporates its currently healthy cash position of approximately $824 million at October 31, 2013, substantial current availability under its $1.035 billion revolver due 2018, and sizable, well-located land position in numerous locales across the country that could be monetized if needed. At the same time, liquidity is pressured by the company's ambitious land spend and the expected usage of a large portion of its current revolver to help finance the acquisition, which will be partially mitigated by its lining up of a $500 million, 364-day unsecured revolver. The stable rating outlook reflects Moody's expectation that Toll Brothers will return to a conservative capital structure within 12 months, maintain good liquidity, and preserve tight fiscal discipline with regard to its high-rise and high-density mid-rise business, to Gibraltar Capital, and to its investments in the apartment development business. Additionally, Moody's expects that the company will continue generating healthy revenue and net income growth over the next two years and quickly restore credit metrics that are supportive of the Ba1 rating. The ratings could benefit if Moody's were to project that the company's credit metrics will begin to resemble those of an investment-grade homebuilder. Specifically, Moody's would need to see adjusted homebuilding debt leverage declining below, and remaining under, 40%, EBIT interest coverage comfortably above 6x, GAAP gross margins improving to above 23%, and total revenue and net income migrating steadily toward pre-recession levels. Because the company, like its peers, is highly dependent on consumer confidence and employment levels, the outlook could be lowered if the economy were to enter into a double-dip downturn, leading to a weakening in Toll Brothers' gross margins and net income generation. In addition, post-transaction debt leverage staying above 50% for more than a year or a substantial weakening of liquidity could lead to a ratings downgrade. Similarly, if more than $1.4 billion of new debt is issued to finance the acquisition or to take advantage of strong market demand and/or less than $200 million of new equity is issued, the ratings could be downgraded. Based in Horsham, Pennsylvania, Toll Brothers, Inc. is the nation's leading builder of luxury homes, serving move-up, empty- nester, and active adult buyers in 19 states and four regions around the country. Total revenues and pretax income for the trailing twelve month period ending July 31, 2013 were $2.3 billion and $178 million, respectively. TOLL BROTHERS: S&P Affirms 'BB+' CCR After Shapell Acquisition -------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'BB+' corporate credit rating on Toll Brothers Inc. and its subsidiary, Toll Brothers Finance Corp. S&P also affirmed its 'BB+' issue- level ratings on the company's senior notes. The recovery rating is unchanged at '3', which indicates S&P's expectation for a meaningful (50% to 70%) recovery in the event of payment default. The outlook is stable. The rating affirmation follows Horsham, Pa.-based Toll Brothers' recent announcement that it has agreed to acquire Shapell Industries Inc. for $1.6 billion in cash. S&P expects the acquisition to close in the first quarter of 2014, subject to customary closing conditions and regulatory approvals. S&P's rating on Toll reflects the homebuilder's "satisfactory" business risk profile, which is supported by a leading market position in the luxury housing segment. Toll's emphasis on move- up and luxury new home buyers has enabled it to generally achieve higher gross margins than most of its peers, in part due to higher average sales prices and lower cancellations. "We believe the Shapell acquisition will bolster Toll's California market position, where its land position had been declining and there is significant competition for lots," said Standard & Poor's credit analyst George Skoufis. The stable outlook reflects S&P's expectation that the company can successfully deleverage the balance sheet through asset sales and cash flow generation to meet or exceed its base case forecast and is committed to further reducing leverage to 4.0x or lower. S&P would lower the rating if it believes leverage will instead remain at 5x or higher over the next 12 to 18 months, which could be the result of difficulty disposing of assets or weaker-than-expected home sales and profitability. S&P sees limited upside to the rating at this time, given elevated debt to EBITDA metrics, particularly following the closing of the Shapell acquisition, growing capital needs, and an expanding appetite for vertical construction projects. TOYS R US: Bank Debt Trades at 6% Off ------------------------------------- Participations in a syndicated loan under which Toys R Us is a borrower traded in the secondary market at 93.38 cents-on-the- dollar during the week ended Friday, November 1, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.83 percentage points from the previous week, The Journal relates. Toys R Us pays 450 basis points above LIBOR to borrow under the facility. The bank loan matures on Aug. 17, 2016. The bank debt carries Moody's B3 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 212 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Toys "R" Us, Inc., headquartered in Wayne, New Jersey, is the world's largest dedicated toy retailer, with annual revenues of around $11 billion. TRAVEL LEADERS: Moody's Assigns 'B2' CFR & Rates $185MM Loan 'B1' ----------------------------------------------------------------- Moody's Investors Service has assigned a B1 rating to Travel Leaders Group's ("TLG") proposed $15 million first lien revolver due 2018 and $170 million first lien term loan due 2019. Proceeds from the term loan offering will be used to recapitalize the company's ownership structure, as well as to repay existing debt. At the same time, Moody's has assigned a first time Corporate Family Rating (CFR) of B2 to TLG and a Probability of Default Rating (PDR) of B3-PD. The ratings outlook is stable. Ratings Rationale: The B2 CFR reflects the sizeable debt levels that ensue from the proposed refinancing transactions in support of the recapitalization of the ownership structures. The rating also takes into account the limited size of TLG's revenue base, and the narrow scope of its operations, as it operates in a tightly- defined niche market within the travel services landscape. TLG revenues are generally commission-based, and are focused on the high-end leisure and travel segments. As such, Moody's believes that the company's business model entails risk associated with the cyclical nature of these markets, as well as the evolving nature of suppliers of travel service providers (primarily airlines and hotels). The ratings also consider the company recent history of stable operating margins on growing revenue, which supports expectations for strong cash flow generation and improvement of credit metrics over the near term. Moody's also views positively TLG's long- standing relationships with the major travel suppliers which, along with a strong and defensible market position in the high-end travel market, will be supportive of stable revenue growth going forward. On close of the planned refinancing transaction, TLG will carry over $200 million of total debt (including Moody's standard adjustments), which is substantial relative to the company's size. However, on strong EBITDA margins, Moody's estimates current metrics at the following levels: Debt to EBITDA at approximately 4.0 times; EBIT to Interest of over 3 times; and Free Cash Flow to Debt of approximately 20%. These metrics are stronger than typical for a B2 rating, which is important to offset the size and business risk factors that constrain the ratings. The $170 million term loan and the $15 million revolver are rated B1, which is one notch above the CFR, as this class of debt comprise all of the company's senior secured liabilities considered under Moody's Loss Given Default ('LGD') methodology, and is ranked above the company's unsecured non-debt liabilities per this methodology. Moody's believes that TLG will maintain a good liquidity position in the near term, characterized by strong free cash flow that should result from stable operating margins, minimal capital investment requirements, and manageable working capital needs. Moody's expects that the company will carry a cash balance of approximately $20 million on close of the proposed transaction. The proposed $15 million revolver is somewhat small though adequately-sized for TLG's operations given limited expected usage. This facility will be undrawn on close, and Moody's believes it is likely that the revolver will remain undrawn over the near term. Moody's expects the company to be compliant with financial covenants prescribed under the credit facilities over the near term. The stable outlook reflects Moody's expectations of low single digit revenue growth driven by stable demand in luxury leisure and business travel end markets, modest deleveraging through debt amortization payments and earnings growth, strong free cash flow generation, as well as a maintenance of good liquidity. Ratings or their outlook could be adjusted downward if revenue levels decline materially due to weakness in any of its key markets, or if the company were to face pressure on commissions or volume from key travel suppliers. Lower ratings could also result if the company were to undertake debt-financed acquisitions, or implement aggressive shareholder return policies, such as a debt- funded distribution initiative. Rating pressure could also occur with metrics at the following levels: EBITDA margins below 20%; Debt to EBITDA approaching 5 times; EBIT to Interest of less than 2 times; or Free Cash Flow to Debt of less than 5%. Upward rating consideration could be warranted if the company demonstrates steady revenue growth at improving operating margins. The company would also need to expand its operating scope to gain further benefits from scale and diversification, without a material increase in debt. In particular, sustained Debt to EBITDA of less than 3 times, EBIT to Interest in excess of 5 times and a consistent track record of positive free cash flow generation while maintaining robust cash reserves could warrant a ratings upgrade. Assignments: Issuer: Travel Leaders Group, LLC Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B3-PD Senior Secured Bank Credit Facility, Assigned B1 (LGD2, 28%) Travel Leaders Group., headquartered in Plymouth, MN, manages corporate, leisure, franchise, and consortia travel operations under its network of diversified divisions and brands. Brands include Tzell Travel Group, Protravel International, Nexion, Vacation.com, Travel Leaders, Cruise Holidays, Cruise Specialists, and Results! Travel. UNIVAR N.V.: Bank Debt Trades at 1% Off --------------------------------------- Participations in a syndicated loan under which Univar N.V. is a borrower traded in the secondary market at 98.70 cents-on-the- dollar during the week ended Friday, November 8, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.33 percentage points from the previous week, The Journal relates. Univar N.V. pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on June 30, 2017. The bank debt carries Moody's B2 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 212 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Univar N.V. Univar N.V. -- http://www.univarcorp.com/-- is one of the largest distributors of industrial chemicals and providers of related services to a diverse set of end markets in the US, Canada and Europe. In April 2007, the company purchased ChemCentral Corporation, the fourth largest chemicals distributor in the US, for a purchase price of about $650 million, which resulted in the combined entities becoming the largest chemicals distributor in North America. The company had pro forma revenues (including ChemCentral Corporation) of $8.3 billion for the LTM ended June 30, 2007. USEC INC: Incurs $44.3 Million Net Loss in Third Quarter -------------------------------------------------------- USEC Inc. reported a net loss of $44.3 million on $303.8 million of total revenue for the three months ended Sept. 30, 2013, as compared with net income of $4.5 million on $563 million of total revenue for the same period a year ago. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $87.2 million on $909 million of total revenue as compared with a net loss of $116.3 million on $1.45 billion of total revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $1.70 billion in total assets, $2.16 billion in total liabilities and a $462.1 million stockholders' deficit. "Although we reported a net loss and a negative gross profit margin, this was largely due to the significant amount of non- production expenses related to the transition of the Paducah GDP," said John K. Welch, USEC president and chief executive officer. "Without those substantial expenses, we would have reported a gross profit for the quarter and year to date." The Sept. 30, 2013, cash balance was $128.4 million, which reflects repayment of the $83.2 million term loan in March 2013. A copy of the press release is available for free at: http://is.gd/ODZ4sX About USEC Inc. Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) -- http://www.usec.com/-- supplies enriched uranium fuel for commercial nuclear power plants. USEC disclosed a net loss of $1.20 billion in 2012 as compared with a net loss of $491.1 million in 2011. PricewaterhouseCoopers LLP, in McLean, Virginia, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has reported net losses and a stockholders' deficit at Dec. 31, 2012, and is engaged with its advisors and certain stakeholders on alternatives for a possible restructuring of its balance sheet, which raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "A delisting of our common stock by the NYSE and the failure of our common stock to be listed on another national exchange could have significant adverse consequences. A delisting would likely have a negative effect on the price of our common stock and would impair stockholders' ability to sell or purchase our common stock. As of December 31, 2012, we had $530 million of convertible notes outstanding. A 'fundamental change' is triggered under the terms of our convertible notes if our shares of common stock are not listed for trading on any of the NYSE, the American Stock Exchange, the NASDAQ Global Market or the NASDAQ Global Select Market. Our receipt of a NYSE continued listing standards notification described above did not trigger a fundamental change. If a fundamental change occurs under the convertible notes, the holders of the notes can require us to repurchase the notes in full for cash. We do not have adequate cash to repurchase the notes. In addition, the occurrence of a fundamental change under the convertible notes that permits the holders of the convertible notes to require a repurchase for cash is an event of default under our credit facility. Accordingly, the exercise of remedies by holders of our convertible notes or lenders under our credit facility as a result of a delisting would have a material adverse effect on our liquidity and financial condition and could require us to file for bankruptcy protection," according to the Company's annual report for the year ended Dec. 31, 2012. * * * USEC Inc. carries 'Caa1' corporate and probability of default ratings, with "developing" outlook, from Moody's. As reported by the TCR on Aug. 17, 2012, Standard & Poor's Ratings Services lowered its ratings on USEC Inc., including the corporate credit rating to 'CCC' from 'CCC+'. "The downgrade reflects our assessment of USEC's long-term viability after the company publicly stated that it will be difficult to continue enrichment operations at the Paducah Gaseous Diffusion Plant after a one-year multiparty agreement to extend operations expires in May 2013," said Standard & Poor's credit analyst Maurice S. Austin. UTSTARCOM HOLDINGS: Non-Binding Going Private Proposal Withdrawn ---------------------------------------------------------------- UTStarcom Holdings Corp. said that the Special Committee of its Board of Directors has received a notice from one of the directors of the Company, Mr. Hong Liang Lu, and entities affiliated with him, and Shah Capital Opportunity Fund LP and Mr. Himanshu H. Shah, that they have unanimously determined to withdraw the non- binding going private proposal dated March 27, 2013. The Company's Board of Directors also appointed Mr. Himanshu H. Shah as a new director, effective Nov. 1, 2013. Mr. Shah receives no compensation for his directorship. With Mr. Shah's appointment, UTStarcom's Board of Directors will consist of eight directors. Mr. Shah currently serves as the founder, president and chief investment officer of Shah Capital and he has more than twenty years of experience in the global capital markets. Mr. Shah received his master of business administration degree from the University of Akron and his bachelor of commerce degree from Gujarat University in India. Mr. William Wong, UTStarcom's chief executive officer, stated, "UTStarcom is committed to continuing to execute its previously announced strategic plan to transform the Company into a higher- growth, more profitable business focused on providing next generation media services and broadband equipment products." "Also, we welcome Mr. Shah to the Board of Directors. The full Board looks forward to working closely together to drive our strategic plan forward and to explore all appropriate opportunities to maximize value for all our shareholders." About UTStarcom, Inc. UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a global leader in IP-based, end-to-end networking solutions and international service and support. The Company sells its solutions to operators in both emerging and established telecommunications markets around the world. UTStarcom enables its customers to rapidly deploy revenue-generating access services using their existing infrastructure, while providing a migration path to cost-efficient, end-to-end IP networks. The Company's headquarters are currently in Alameda, California, with its research and design operations primarily in China. UTStarcom Holdings Corp. filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F disclosing a net loss of $35.57 million on $186.72 million of net sales for the year ended Dec. 31, 2012, as compared with net income of $11.77 million on $320.57 million of net sales for the year ended Dec. 31, 2011. The Company's balance sheet at June 30, 2013, showed $422.61 million in total assets, $249.57 million in total liabilities and $173.03 million in total equity. UTSTARCOM HOLDINGS: Himanshu Shah Owns 17.6% of Ordinary Shares --------------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Himanshu H. Shah and his affiliates disclosed that as of Oct. 31, 2013, they beneficially owned 6,854,968 ordinary shares, par value US$0.00375 per share, of UTStarcom Holdings Corp. representing 17.6 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/0PYoJ4 About UTStarcom, Inc. UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a global leader in IP-based, end-to-end networking solutions and international service and support. The Company sells its solutions to operators in both emerging and established telecommunications markets around the world. UTStarcom enables its customers to rapidly deploy revenue-generating access services using their existing infrastructure, while providing a migration path to cost-efficient, end-to-end IP networks. The Company's headquarters are currently in Alameda, California, with its research and design operations primarily in China. UTStarcom Holdings reported a net loss of $35.57 million in 2012 as compared with net income of $11.77 million in 2011. The Company's balance sheet at June 30, 2013, showed $422.61 million in total assets, $249.57 million in total liabilities and $173.03 million in total equity. VELO HOLDINGS: Fails to Stop States' Consumer Protection Query -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that direct marketer Velo Holdings Inc., renamed Velo ACU LLC after emerging from bankruptcy reorganization in February, didn't get to first base in trying to convince the bankruptcy judge that investigations by attorneys general in Arkansas and Florida amounted to a "thinly-veiled attempt to investigate" pre-bankruptcy business practices. According to the report, Velo wanted the two attorneys general held in contempt for violating the Chapter 11 plan. U.S. Bankruptcy Judge Martin Glenn in New York didn't buy the argument and absolved the states' lawyer from accusations of violating the plan. After emerging from bankruptcy in February, Velo says it no longer solicits new customers and only looks for new business from existing customers. The two states initiated investigations in mid-year, saying they wanted information about contacts with customers after Velo emerged from bankruptcy in February. Judge Glenn said the states are entitled to investigate whether post-bankruptcy practices conform with consumer-protection law. Judge Glenn also said he "never approved the debtors' ongoing billing practices, which may run afoul of state deceptive practices law." Under the plan, first-lien lenders took ownership in exchange for debt. About Velo Holdings V2V Corp. is a premier direct marketing services company, providing individuals and businesses with access to a wide-variety of consumer benefits in the United States, Canada, and the United Kingdom. V2V was founded in 1989 as a membership services company that marketed its membership programs exclusively via telemarketing and, after having nearly a decade of continued growth, went public in 1996. In 2007, V2V was acquired by a consortium of private equity firms led primarily by investing affiliates of One Equity Partners. Norwalk, Connecticut-based Velo Holdings Inc. and various affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398) on April 2, 2012. The debtor-affiliates are V2V Holdings LLC, Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc., Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd., Brand Magnet Inc., Neverblue Communications Inc., and Interactive Media Consolidated Inc. Judge Martin Glenn presides over the case. Lawyers at Dechert LLP serve as the Debtors' counsel. The Debtors' financial advisors are Alvarez & Marsal Securities LLC. The Debtors' investment banker is Alvarez & Marsal North America, LLC. Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors' special counsel. Epiq Bankruptcy Solutions serves as the Debtors' claims agent. Velo Holdings estimated $100 million to $500 million in assets and $500 million to $1 billion in debts. The petitions were signed by George Thomas, general counsel. Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the First Lien Prepetition Agent and the DIP Agent. The First Lien Prepetition Agent and DIP Agent also has hired FTI Consulting, Inc. Sidley Austin LLP represents the Second Lien Prepetition Agent. Tracy Hope Davis, U.S. Trustee for Region 2, appointed three unsecured creditors to serve on the Official Committee of Unsecured Creditors of Velo Holdings Inc., et al. Velo Holdings Inc. was given signature by the bankruptcy judge on a Jan. 23 confirmation order approving the reorganization plan for the direct marketer. WALTER ENERGY: Bank Debt Trades at 2% Off ----------------------------------------- Participations in a syndicated loan under which Walter Energy Inc. is a borrower traded in the secondary market at 98.88 cents-on- the-dollar during the week ended Friday, November 8, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.56 percentage points from the previous week, The Journal relates. Walter Energy Inc. pays 575 basis points above LIBOR to borrow under the facility. The bank loan matures on March 14, 2018, and carries Moody's B3 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Walter Energy Inc Walter Energy, Inc. is primarily a metallurgical coal producer with additional operations in metallurgical coke, steam and industrial coal, and natural gas. Headquartered in Birmingham, Alabama, the company generated $2 billion in revenue for the twelve months ended June 30, 2013. * * * As reported in the Troubled Company Reporter on Sept. 23, 2013, Standard & Poor's Ratings Services said that it assigned its 'B' issue-level rating to Walter Energy Inc.'s proposed $350 million senior secured notes due 2019. The issue level rating, which is one notch above the corporate credit rating, and the '2' recovery rating indicate S&P's expectation for a substantial (70% to 90%) recovery in the event of a payment default. The corporate credit rating remains 'B-' and the outlook is negative. ZOGENIX INC: Incurs $10.8 Million Net Loss in Third Quarter ----------------------------------------------------------- Zogenix, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $10.85 million on $7.16 million of total revenues for the three months ended Sept. 30, 2013, as compared with a net loss of $19.28 million on $8.45 million of total revenue for the same period a year ago. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $45.24 million on $23.09 million of total revenue as compared with a net loss of $46.74 million on $34.83 million of total revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $54.63 million in total assets, $68.52 million in total liabilities and a $13.88 million total stockholders' deficit. Roger Hawley, chief executive officer of Zogenix, stated, "The recent FDA approval of Zohydro ER is a testament to the dedication and expertise of our employees, and fulfills a critical need for patients suffering with chronic pain. Zohydro, the second product that Zogenix has taken through clinical development, regulatory review and approval, will allow us to further leverage our established sales and marketing infrastructure. Over the next several months, we will focus on evaluating potential co-marketing opportunities and completing pre-commercial activities for Zohydro ER. We expect to launch Zohydro ER in March 2014." Mr. Hawley noted, "During the quarter, we continued to maintain demand for Sumavel DosePro despite the reduction in force announced in June that decreased the number of Zogenix sales reps in the field. In August, we began co-promoting Migranal, further expanding our migraine business with another important treatment option to offer physicians and the patients they serve." A copy of the Form 10-Q is available for free at: http://is.gd/oyNCx4 About Zogenix Inc. Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and Emeryville, California, is a pharmaceutical company commercializing and developing products for the treatment of central nervous system disorders and pain. Ernst & Young LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses from operations and lack of sufficient working capital which raise substantial doubt about the Company's ability to continue as a going concern. Zogenix incurred a net loss of $47.38 million in 2012, as compared with a net loss of $83.90 million in 2011. * Defaulting Is No Waiver of Stern v. Marshall Rights ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a default judgment doesn't provide implied consent for the entry of a final judgment in bankruptcy court on an issue where the bankruptcy judge otherwise doesn't have final adjudicatory power, U.S. District Judge Edgardo Ramos ruled on Nov. 6. According to the report, the trustee for a trust created under a confirmed Chapter 11 plan sued in bankruptcy court alleging fraudulent transfer claims against company insiders. None of the defendants answered the complaint after it was served twice by mail. After a default judgment was entered, the defendants in substance made a motion to vacate the default. In the process they raised a defense about the power of the bankruptcy court under the Supreme Court's Stern v. Marshall opinion two years ago. The bankruptcy judge denied the motion for rehearing and entered judgment. On appeal, the defendants won. The trustee argued that defaulting amounted to implied consent waiving defenses under Stern. Judge Ramos disagreed. Judge Ramos said that courts finding waiver had cases where the Stern defense wasn't raised until after trial and lengthy pretrial proceedings. Thus, Judge Ramos said there was no implied consent for entering a final judgment in bankruptcy court. Consequently, Judge Ramos treated the bankruptcy court's rulings as proposed findings of fact and conclusions of law, not as final judgments reviewed under Section 158(a)(1) of the Judiciary Code. Judge Ramos went on to find that the default judgment should have been vacated. He sent the case back to bankruptcy court for further proceedings because vacating the default didn't necessarily mean that the defendants had valid defenses defeating the lawsuit. The case is Ariston Properties LLC v. Messer (In re FKF3 LLC), 13- bk-03310, U.S. Bankruptcy Court, Southern District of New York (Manhattan). * Web Addresses, Phone Number Aren't Estate Property ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a competitor has no standing to reopen a bankruptcy and have the trustee sell property that wasn't scheduled and therefore not abandoned automatically, U.S. District Judge Liam O'Grady in Alexandria, Virginia, ruled on Nov. 7 in overturning a decision in bankruptcy court. According to the report, a company that ended up in Chapter 11 allegedly didn't schedule all of its property, such as computer servers, Web addresses and telephone numbers. A competitor, after the case was closed, filed papers to reopen the case. The Chapter 7 trustee later held an auction where the competitor came out on top with an offer of $28,000, outbidding officers of the bankrupt company who had opened a business of their own using property they believed to be abandoned. Judge O'Grady first ruled that the competitor lacked the standing, thus invalidating the subsequent sale. The judge next examined individual items of property to determine if they were or weren't scheduled and thus abandoned. He said that servers fall within the rubric of "computers" listed on the schedules and therefore were abandoned and beyond the ability of the trustee to sell. Looking to Virginia law, Judge O'Grady said that a customer has no property interest in a Web address or phone number, thus taking those items beyond the trustee's ability to sell. He said that "subjective value does not equate to ownership under Virginia law." Even if the Web name and phone numbers were property and weren't scheduled, they were executory contracts with the service providers automatically rejected when they weren't assumed. Since the underlying contracts went up in smoke, there was nothing for the trustee to sell later. The case is Alexandria Surveys LLC v. Alexandria Consulting Group LLC, (In re Alexandria Surveys International LLC, 13-bk-00891, U.S. District Court, Eastern of District Virginia (Alexandria). * BofA Said in Settlement Talks over Credit Card Products --------------------------------------------------------- Carter Dougherty, writing for Bloomberg News, reported that Bank of America Corp. is negotiating with the Consumer Financial Protection Bureau to settle allegations it deceived customers in the sales of credit-card add-on products, according to two people briefed on the talks. The report related that a deal isn't imminent as the agency and Charlotte, North Carolina-based Bank of America wrangle over the terms of the settlement, the people said. One person said a sticking point is the restitution the bank would pay to customers who were charged for the products, which include credit monitoring and debt cancellation products. According to the report, a final agreement with Bank of America could begin winding down an industry-wide investigation that the consumer bureau started with its first enforcement action, against Capital One Financial Corp. in July 2012. Capital One paid $210 million in penalties and restitution, and accepted restrictions on how it markets the products. Including Bank of America, the CFPB's investigation has reached all of the top six credit-card issuers, which account for 68 percent of the market by loans outstanding, according to data compiled by Bloomberg. The agency also reached settlements with American Express Co., Discover Financial Services and JPMorgan Chase & Co., the report related. In March, Citigroup Inc. said it may face penalties from U.S. regulators over the sale of the products. * Bankruptcy Filings Show More Signs of Bottoming Out ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that bankruptcy filings in the U.S. remain on track to end up at the fewest in five years. Statistics in October suggest there might be an uptick in consumer bankruptcies in coming months. According to the report, the trend for business bankruptcies and corporate reorganization remains down. The approximately 90,000 bankruptcies of all types in October brought the year's total to 892,000, a 13 percent decline from the same period last year, according to data compiled from court records by Epiq Systems Inc. October's total filings were 17 percent more than September on a daily basis, although 2.5 percent fewer than the same month in 2012. Suggesting filings might mount in coming months, October recorded the fourth highest this year and the most since May. The approximately 3,500 commercial bankruptcies of all types in October were the second-fewest in 2013 and 27 percent lower than October 2012. October this year had the fewest Chapter 11s of any October since the recession. Chapter 11 is where larger companies reorganize or sell assets. October basically tied for the fewest Chapter 11s in 2013. Chapter 11 filings can be more volatile, because one company may file with 50 affiliates and each counts as a separate filing statistically. The states with the most bankruptcies per capita in October were Tennessee, Georgia and Alabama. That order has held since earlier this year, when Georgia replaced Alabama in second place. Bankruptcies throughout the U.S. declined 14 percent in 2012 to 1.19 million from 1.38 million the year before. The 2011 figure represented a 12 percent decline from the 1.56 million in 2010, the most since the record 2.1 million in 2005. In the last two weeks before the laws tightened in 2005, 630,000 American sought bankruptcy protection. * Moody's Says North American Telecom Bond Covenants Weakens ------------------------------------------------------------ High-yield bond covenants from North American telecommunications companies have weakened relative to those from other non-financial corporate sectors, Moody's Investors Service says in a new report, "North American Telecom Bond Protection Has Deteriorated More Than Market Peers." The deterioration suggests investors in telecom bonds are accepting weaker protections than they were a year ago. Fourteen telecom bonds issued since August 2012 had an average covenant quality (CQ) score of 3.6 on Moody's five-point scale, in which 1.0 denotes the strongest investor protections and 5.0, the weakest. This compares with an average score of 3.1 for telecom bonds issued before August last year. "The overall CQ score for telecom bond covenants has weakened 17% since August last year, while the larger universe of non-financial company bonds weakened just 8% in the same period," says analyst and author of the report, Mark Stodden. Telecom deals rated B at issuance showed the biggest deterioration across all rating categories, Stodden says, with the average CQ score of B-rated issues declining 22% to 3.9 from 3.2 in August 2012. Covenant quality for Ba-rated and Caa-rated telco deals held up slightly better, with their average overall CQ scores declining by 12% and 15%, respectively. Meanwhile, for the North American non-financial corporate sectors, lower-rated Caa issues led the decline, falling 16%, while Ba-rated and B-rated deals only weakened by 2% and 7%, respectively. "The weakening of telcos' covenant quality in the past year can be attributed to the decline in the change of control, debt incurrence and lien components of Moody's covenant quality scores," Stodden says. "The average score for change of control protection for the telco sector fell by 41%, compared with 5% for the overall market." Investors in telco bonds have also received less debt incurrence protection, with the average score weakening 17% versus 9% for the overall North America market, while the score for lien protections dropped 13% against the overall market's 5% decline. Among telco deals, those from wireline companies offered far less covenant protection, Moody's says. The average CQ score for the wireline sub-sector weakened by 35% to 3.9 from 2.9 in August last year. * CFPB Puts Lawyers in Cross Hairs ---------------------------------- Jenna Greene, writing for The National Law Journal, reported that if lawyers thought they'd escape scrutiny by the Consumer Financial Protection Bureau -- think again. The agency has filed more lawsuits against lawyers than almost any other group, according to an analysis by The National Law Journal, bringing six suits against legal services providers. Only the banking industry -- also the subject of six suits by the CFPB -- was equally stung. According to the report, the agency has asserted that debt- collection lawyers are subject to its direct supervision, including on-site examination of books and records. When the consumer agency opened its doors in July 2011, banks, mortgage companies and other lenders braced for lawsuits -- and loudly complained about the new agency's powers. But lawyers were quiet, seemingly unaware that they, too, could find themselves in the CFPB's cross hairs, the report said. It didn't take long for the consumer agency to tip its hand, the report related. The CFPB's first enforcement action was against the Gordon Law Firm in Los Angeles and its founder Chance Gordon in July 2012. Since then, suits against lawyers and law firm support-service providers have been a major part of the CFPB's docket. What makes the actions so surprising is that the Dodd-Frank Act that created the agency specifically exempts lawyers from CFPB oversight, the report further related. Section 1027 of the act states that the agency "may not exercise any supervisory or enforcement authority with respect to an activity engaged in by an attorney as part of the practice of law." * Cross-Border Insolvency & Chapter 11 Webinar Set for Dec. 10 -------------------------------------------------------------- Five restructuring professionals, including the Honorable Kevin J. Carey, United States Bankruptcy Court, District of Delaware, will define and discuss the complexity of cross-border insolvency and Chapter 15 bankruptcy. Joining Judge Carey will be: -- Thomas J. Salerno, Esq., Partner, Squire Sanders (US) LLP, -- Nava Hazan, Esq., Partner, Squire Sanders (US) LLP, -- Margot MacInnis, Managing Director, KRyS Global (Cayman Islands), and -- Michael Morrison, Partner, KPMG (Bermuda). Ms. Hazan will lead a discussion on how Chapter 15 of the U.S. Bankruptcy Code provides a mechanism for a company in a foreign insolvency to seek injunctive relief against litigation in U.S. courts or U.S. bankruptcy court assistance in the administration and protection of its U.S. assets. The panel will also address the topic of how Chapter 15 can be used as a tool to bind creditors, including creditors in the U.S., to the terms of a plan of reorganization approved by a foreign court. The event faculty will convene on Tuesday, December 10, 2013, at 11:00 a.m., Eastern Time, to share their observations and practice tips during a live 90-minute webinar. Visit http://bankrupt.com/webinars/for more information and to register for the webinar. * Dodd-Frank Derivatives Momentum Threatened by Vacancies on CFTC ----------------------------------------------------------------- Silla Brush, writing for Bloomberg News, reported that the top U.S. derivatives regulator may dwindle to just two voting commissioners and struggle to approve new rules unless the White House and Senate can overcome political hurdles to fill the vacancies by the end of the year. According to the report, the Commodity Futures Trading Commission, which is designed to have five members regulate trading by banks including Goldman Sachs Group Inc. and JPMorgan Chase & Co., could instead have only one Democrat and one Republican early next year. The split would probably delay votes on contentious Dodd-Frank Act regulations. The possible gridlock comes as the agency tries to flex its powers under the 2010 Dodd-Frank Act, which gave the commission oversight of the $633 trillion swaps market after largely unregulated trades helped fuel the credit crisis, the report said. A two-member commission "creates some hurdles in terms of bringing new significant rule changes or significant reviews," said Sharon Brown-Hruska, who served at the CFTC from 2002 to 2006 and was present when the agency had only two members, the report related. More routine daily business could still proceed, said Brown- Hruska, a visiting professor at Tulane University in New Orleans. CFTC Chairman Gary Gensler's term expires at the end of the year, while Bart Chilton, a Democratic commissioner, said last week that he will also leave this year, the report further related. A third spot has been vacant since July when Jill E. Sommers, a Republican, stepped down from the agency. * Cross-Border Insolvency & Chapter 11 Webinar Set for Dec. 10 -------------------------------------------------------------- Five restructuring professionals, including the Honorable Kevin J. Carey, United States Bankruptcy Court, District of Delaware, will define and discuss the complexity of cross-border insolvency and Chapter 15 bankruptcy. Joining Judge Carey will be: -- Thomas J. Salerno, Esq., Partner, Squire Sanders (US) LLP, -- Nava Hazan, Esq., Partner, Squire Sanders (US) LLP, -- Margot MacInnis, Managing Director, KRyS Global (Cayman Islands), and -- Michael Morrison, Partner, KPMG (Bermuda). Ms. Hazan will lead a discussion on how Chapter 15 of the U.S. Bankruptcy Code provides a mechanism for a company in a foreign insolvency to seek injunctive relief against litigation in U.S. courts or U.S. bankruptcy court assistance in the administration and protection of its U.S. assets. The panel will also address the topic of how Chapter 15 can be used as a tool to bind creditors, including creditors in the U.S., to the terms of a plan of reorganization approved by a foreign court. The event faculty will convene on Tuesday, December 10, 2013, at 11:00 a.m., Eastern Time, to share their observations and practice tips during a live 90-minute webinar. Visit http://bankrupt.com/webinars/for more information and to register for the webinar. * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE OU1 GR 126.4 (13.6) (13.3) ABSOLUTE SOFTWRE ABT CN 126.4 (13.6) (13.3) ABSOLUTE SOFTWRE ALSWF US 126.4 (13.6) (13.3) ACCELERON PHARMA 0A3 GR 48.4 (19.9) 6.2 ACCELERON PHARMA XLRN US 48.4 (19.9) 6.2 ADVANCED EMISSIO ADES US 87.0 (42.3) (18.0) ADVANCED EMISSIO OXQ1 GR 87.0 (42.3) (18.0) ADVENT SOFTWARE ADVS US 454.9 (133.8) (83.4) ADVENT SOFTWARE AXQ GR 454.9 (133.8) (83.4) AIR CANADA-CL A ADH GR 9,238.0 (3,470.0) (452.0) AIR CANADA-CL A AIDIF US 9,238.0 (3,470.0) (452.0) AIR CANADA-CL A AC/A CN 9,238.0 (3,470.0) (452.0) AIR CANADA-CL A ADH TH 9,238.0 (3,470.0) (452.0) AIR CANADA-CL B ADH1 GR 9,238.0 (3,470.0) (452.0) AIR CANADA-CL B AC/B CN 9,238.0 (3,470.0) (452.0) AIR CANADA-CL B AIDEF US 9,238.0 (3,470.0) (452.0) AIR CANADA-CL B ADH1 TH 9,238.0 (3,470.0) (452.0) AK STEEL HLDG AKS US 3,766.4 (211.8) 394.9 AK STEEL HLDG AK2 GR 3,766.4 (211.8) 394.9 AK STEEL HLDG AK2 TH 3,766.4 (211.8) 394.9 AK STEEL HLDG AKS* MM 3,766.4 (211.8) 394.9 ALLIANCE HEALTHC AIQ US 528.2 (131.1) 64.8 AMC NETWORKS-A 9AC GR 2,460.3 (680.1) 735.0 AMC NETWORKS-A AMCX US 2,460.3 (680.1) 735.0 AMER AXLE & MFG AYA GR 3,008.7 (101.6) 345.2 AMER AXLE & MFG AXL US 3,008.7 (101.6) 345.2 AMR CORP AAMRQ* MM 26,780.0 (7,922.0) 143.0 AMR CORP ACP GR 26,780.0 (7,922.0) 143.0 AMR CORP AAMRQ US 26,780.0 (7,922.0) 143.0 AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 ANGIE'S LIST INC ANGI US 109.7 (23.0) (24.2) ANGIE'S LIST INC 8AL GR 109.7 (23.0) (24.2) ARRAY BIOPHARMA ARRY US 136.0 (21.9) 70.7 ARRAY BIOPHARMA AR2 TH 136.0 (21.9) 70.7 ARRAY BIOPHARMA AR2 GR 136.0 (21.9) 70.7 AUTOZONE INC AZO US 6,892.1 (1,687.3) (1,680.7) AUTOZONE INC AZ5 GR 6,892.1 (1,687.3) (1,680.7) AUTOZONE INC AZ5 TH 6,892.1 (1,687.3) (1,680.7) BENEFITFOCUS INC BNFT US 54.8 (43.9) (3.6) BENEFITFOCUS INC BTF GR 54.8 (43.9) (3.6) BERRY PLASTICS G BP0 GR 5,045.0 (251.0) 550.0 BERRY PLASTICS G BERY US 5,045.0 (251.0) 550.0 BIOCRYST PHARM BO1 GR 39.9 (9.0) 21.6 BIOCRYST PHARM BCRX US 39.9 (9.0) 21.6 BIOCRYST PHARM BO1 TH 39.9 (9.0) 21.6 BOSTON PIZZA R-U BPZZF US 156.7 (108.0) (4.2) BOSTON PIZZA R-U BPF-U CN 156.7 (108.0) (4.2) BRP INC/CA-SUB V B15A GR 1,768.0 (496.6) (21.8) BRP INC/CA-SUB V BRPIF US 1,768.0 (496.6) (21.8) BRP INC/CA-SUB V DOO CN 1,768.0 (496.6) (21.8) BURLINGTON STORE BUI GR 2,594.2 (421.3) 139.7 BURLINGTON STORE BURL US 2,594.2 (421.3) 139.7 CABLEVISION SY-A CVY GR 7,588.1 (5,565.5) (14.0) CABLEVISION SY-A CVC US 7,588.1 (5,565.5) (14.0) CAESARS ENTERTAI C08 GR 26,096.4 (1,496.8) 626.7 CAESARS ENTERTAI CZR US 26,096.4 (1,496.8) 626.7 CAPMARK FINANCIA CPMK US 20,085.1 (933.1) - CC MEDIA-A CCMO US 15,296.5 (8,289.2) 1,259.4 CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CENVEO INC CVO US 1,186.2 (503.8) 164.1 CHOICE HOTELS CZH GR 555.7 (484.7) 79.2 CHOICE HOTELS CHH US 555.7 (484.7) 79.2 CIENA CORP CIEN TE 1,727.4 (83.2) 763.4 CIENA CORP CIE1 TH 1,727.4 (83.2) 763.4 CIENA CORP CIE1 GR 1,727.4 (83.2) 763.4 CIENA CORP CIEN US 1,727.4 (83.2) 763.4 COMVERSE INC CNSI US 844.8 (9.4) (6.1) COMVERSE INC CM1 GR 844.8 (9.4) (6.1) DIAMOND RESORTS DRII US 1,073.5 (81.3) 682.4 DIAMOND RESORTS D0M GR 1,073.5 (81.3) 682.4 DIRECTV DTV US 20,921.0 (5,688.0) 622.0 DIRECTV DTV CI 20,921.0 (5,688.0) 622.0 DIRECTV DIG1 GR 20,921.0 (5,688.0) 622.0 DOMINO'S PIZZA EZV TH 468.5 (1,322.2) 76.9 DOMINO'S PIZZA EZV GR 468.5 (1,322.2) 76.9 DOMINO'S PIZZA DPZ US 468.5 (1,322.2) 76.9 DUN & BRADSTREET DNB US 1,838.5 (1,188.4) (174.3) DUN & BRADSTREET DB5 TH 1,838.5 (1,188.4) (174.3) DUN & BRADSTREET DB5 GR 1,838.5 (1,188.4) (174.3) DYAX CORP DY8 GR 70.6 (38.8) 41.0 DYAX CORP DYAX US 70.6 (38.8) 41.0 EASTMAN KODAK CO KODK US 3,815.0 (3,153.0) (785.0) EASTMAN KODAK CO KODN GR 3,815.0 (3,153.0) (785.0) EVERYWARE GLOBAL EVRY US 340.7 (53.6) 134.8 FAIRPOINT COMMUN FRP US 1,606.4 (400.5) 19.6 FERRELLGAS-LP FEG GR 1,356.0 (86.6) (21.3) FERRELLGAS-LP FGP US 1,356.0 (86.6) (21.3) FIFTH & PACIFIC FNP US 846.2 (213.7) (64.6) FIFTH & PACIFIC LIZ GR 846.2 (213.7) (64.6) FIREEYE INC FEYE US 139.5 (45.0) (13.1) FIREEYE INC F9E GR 139.5 (45.0) (13.1) FOREST OIL CORP FST US 1,913.7 (67.4) (129.4) FOREST OIL CORP FOL GR 1,913.7 (67.4) (129.4) FREESCALE SEMICO 1FS TH 3,819.0 (4,526.0) 1,239.0 FREESCALE SEMICO 1FS GR 3,819.0 (4,526.0) 1,239.0 FREESCALE SEMICO FSL US 3,819.0 (4,526.0) 1,239.0 GENCORP INC GY US 1,750.4 (142.6) 111.1 GENCORP INC GCY TH 1,750.4 (142.6) 111.1 GENCORP INC GCY GR 1,750.4 (142.6) 111.1 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GLOBAL BRASS & C 6GB GR 576.5 (37.0) 286.9 GLOBAL BRASS & C BRSS US 576.5 (37.0) 286.9 GOLD RESERVE INC GRZ CN 23.7 (0.1) (17.3) GOLD RESERVE INC GDRZF US 23.7 (0.1) (17.3) GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 HCA HOLDINGS INC 2BH GR 27,934.0 (7,485.0) 1,771.0 HCA HOLDINGS INC 2BH TH 27,934.0 (7,485.0) 1,771.0 HCA HOLDINGS INC HCA US 27,934.0 (7,485.0) 1,771.0 HD SUPPLY HOLDIN 5HD GR 6,587.0 (753.0) 1,281.0 HD SUPPLY HOLDIN HDS US 6,587.0 (753.0) 1,281.0 HOVNANIAN ENT-A HOV US 1,664.1 (467.2) 950.2 HOVNANIAN ENT-A HO3 GR 1,664.1 (467.2) 950.2 HOVNANIAN ENT-B HOVVB US 1,664.1 (467.2) 950.2 HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) HUGHES TELEMATIC HUTC US 110.2 (101.6) (113.8) IMMUNE PHARMACEU IMNP BY 1.0 (16.2) (8.9) IMMUNE PHARMACEU EPCTSEK EU 1.0 (16.2) (8.9) IMMUNE PHARMACEU IMNP SS 1.0 (16.2) (8.9) INFOR US INC LWSN US 6,202.6 (476.4) (417.5) INSYS THERAPEUTI NPR1 GR 22.2 (63.5) (70.0) INSYS THERAPEUTI INSY US 22.2 (63.5) (70.0) IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 JUST ENERGY GROU JE CN 1,505.7 (215.4) (97.4) JUST ENERGY GROU JE US 1,505.7 (215.4) (97.4) JUST ENERGY GROU 1JE GR 1,505.7 (215.4) (97.4) L BRANDS INC LTD TH 6,072.0 (861.0) 613.0 L BRANDS INC LTD US 6,072.0 (861.0) 613.0 L BRANDS INC LTD GR 6,072.0 (861.0) 613.0 LDR HOLDING CORP LDRH US 78.7 (0.6) 9.6 LEE ENTERPRISES LEE US 989.0 (102.6) (11.9) LIN MEDIA LLC LIN US 1,221.8 (63.5) (97.2) LIN MEDIA LLC L2M GR 1,221.8 (63.5) (97.2) LIN MEDIA LLC L2M TH 1,221.8 (63.5) (97.2) LORILLARD INC LLV TH 3,555.0 (2,042.0) 1,297.0 LORILLARD INC LLV GR 3,555.0 (2,042.0) 1,297.0 LORILLARD INC LO US 3,555.0 (2,042.0) 1,297.0 MACROGENICS INC MGNX US 42.2 (10.9) 9.9 MACROGENICS INC M55 GR 42.2 (10.9) 9.9 MANNKIND CORP MNKD US 212.4 (152.4) (234.6) MANNKIND CORP NNF1 TH 212.4 (152.4) (234.6) MANNKIND CORP NNF1 GR 212.4 (152.4) (234.6) MARRIOTT INTL-A MAQ GR 6,480.0 (1,409.0) (776.0) MARRIOTT INTL-A MAR US 6,480.0 (1,409.0) (776.0) MARRIOTT INTL-A MAQ TH 6,480.0 (1,409.0) (776.0) MARRONE BIO INNO MBII US 25.6 (47.8) (12.8) MDC PARTNERS-A MDZ/A CN 1,365.7 (40.1) (211.1) MDC PARTNERS-A MD7A GR 1,365.7 (40.1) (211.1) MDC PARTNERS-A MDCA US 1,365.7 (40.1) (211.1) MEDIA GENERAL-A MEG US 749.9 (217.2) 36.8 MERITOR INC MTOR US 2,477.0 (1,059.0) 278.0 MERITOR INC AID1 GR 2,477.0 (1,059.0) 278.0 MONEYGRAM INTERN MGI US 4,923.2 (116.3) 49.2 MORGANS HOTEL GR MHGC US 580.7 (163.7) 9.9 MORGANS HOTEL GR M1U GR 580.7 (163.7) 9.9 MPG OFFICE TRUST MPG US 1,280.0 (437.3) - NATIONAL CINEMED NCMI US 952.5 (224.6) 128.8 NATIONAL CINEMED XWM GR 952.5 (224.6) 128.8 NAVISTAR INTL IHR TH 8,241.0 (3,933.0) 1,329.0 NAVISTAR INTL NAV US 8,241.0 (3,933.0) 1,329.0 NAVISTAR INTL IHR GR 8,241.0 (3,933.0) 1,329.0 NEKTAR THERAPEUT NKTR US 412.8 (40.5) 144.1 NEKTAR THERAPEUT ITH GR 412.8 (40.5) 144.1 NYMOX PHARMACEUT NY2 TH 1.4 (6.9) (2.7) NYMOX PHARMACEUT NYMX US 1.4 (6.9) (2.7) NYMOX PHARMACEUT NY2 GR 1.4 (6.9) (2.7) OCI PARTNERS LP OCIP US 438.9 (122.9) 72.2 OMEROS CORP OMER US 23.1 (12.3) 10.4 OMEROS CORP 3O8 GR 23.1 (12.3) 10.4 OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) OPHTHTECH CORP OPHT US 40.2 (7.3) 34.3 OPHTHTECH CORP O2T GR 40.2 (7.3) 34.3 PALM INC PALM US 1,007.2 (6.2) 141.7 PDL BIOPHARMA IN PDLI US 401.4 (1.3) 46.7 PDL BIOPHARMA IN PDL TH 401.4 (1.3) 46.7 PDL BIOPHARMA IN PDL GR 401.4 (1.3) 46.7 PHILIP MORRIS IN PM1EUR EU 36,795.0 (5,908.0) (2.0) PHILIP MORRIS IN PM1 TE 36,795.0 (5,908.0) (2.0) PHILIP MORRIS IN PM FP 36,795.0 (5,908.0) (2.0) PHILIP MORRIS IN 4I1 TH 36,795.0 (5,908.0) (2.0) PHILIP MORRIS IN 4I1 GR 36,795.0 (5,908.0) (2.0) PHILIP MORRIS IN PM1CHF EU 36,795.0 (5,908.0) (2.0) PHILIP MORRIS IN PMI SW 36,795.0 (5,908.0) (2.0) PHILIP MORRIS IN PM US 36,795.0 (5,908.0) (2.0) PHILIP MRS-BDR PHMO34 BZ 36,795.0 (5,908.0) (2.0) PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLY GEM HOLDINGS PGEM US 1,102.0 (70.2) 194.4 PLY GEM HOLDINGS PG6 GR 1,102.0 (70.2) 194.4 PROTALEX INC PRTX US 2.0 (7.6) (0.5) PROTECTION ONE PONE US 562.9 (61.8) (7.6) QUALITY DISTRIBU QLTY US 474.4 (42.0) 99.0 QUINTILES TRANSN Q US 2,842.0 (712.0) 382.8 QUINTILES TRANSN QTS GR 2,842.0 (712.0) 382.8 RE/MAX HOLDINGS RMAX US 238.1 (23.7) 31.5 RE/MAX HOLDINGS 2RM GR 238.1 (23.7) 31.5 REGAL ENTERTAI-A RETA GR 2,608.4 (697.9) (21.2) REGAL ENTERTAI-A RGC US 2,608.4 (697.9) (21.2) RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTPATH INC PRM US 208.0 (91.7) 3.6 REVLON INC-A RVL1 GR 1,259.4 (619.8) 192.4 REVLON INC-A REV US 1,259.4 (619.8) 192.4 RINGCENTRAL IN-A 3RCA GR 48.5 (20.7) (22.8) RINGCENTRAL IN-A RNG US 48.5 (20.7) (22.8) RITE AID CORP RAD US 7,169.0 (2,317.9) 1,943.6 RITE AID CORP RTA GR 7,169.0 (2,317.9) 1,943.6 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 SALLY BEAUTY HOL SBH US 1,925.8 (294.4) 503.5 SALLY BEAUTY HOL S7V GR 1,925.8 (294.4) 503.5 SILVER SPRING NE 9SI TH 513.9 (88.9) 76.3 SILVER SPRING NE 9SI GR 513.9 (88.9) 76.3 SILVER SPRING NE SSNI US 513.9 (88.9) 76.3 SUNESIS PHARMAC RYIN TH 50.6 (5.8) 15.3 SUNESIS PHARMAC RYIN GR 50.6 (5.8) 15.3 SUNESIS PHARMAC SNSS US 50.6 (5.8) 15.3 SUNGAME CORP SGMZ US 0.2 (2.0) (2.0) SUPERVALU INC SVU US 4,738.0 (1,031.0) 154.0 SUPERVALU INC SJ1 TH 4,738.0 (1,031.0) 154.0 SUPERVALU INC SJ1 GR 4,738.0 (1,031.0) 154.0 TAUBMAN CENTERS TCO US 3,438.8 (211.5) - TAUBMAN CENTERS TU8 GR 3,438.8 (211.5) - THRESHOLD PHARMA NZW1 GR 104.5 (25.2) 80.0 THRESHOLD PHARMA THLD US 104.5 (25.2) 80.0 TOWN SPORTS INTE T3D GR 408.9 (40.4) (3.9) TOWN SPORTS INTE CLUB US 408.9 (40.4) (3.9) TROVAGENE INC-U TROVU US 9.6 (2.5) 7.1 ULTRA PETROLEUM UPL US 2,062.9 (441.1) (266.6) ULTRA PETROLEUM UPM GR 2,062.9 (441.1) (266.6) UNISYS CORP UIS US 2,237.7 (1,509.9) 411.6 UNISYS CORP UIS1 SW 2,237.7 (1,509.9) 411.6 UNISYS CORP UISCHF EU 2,237.7 (1,509.9) 411.6 UNISYS CORP USY1 GR 2,237.7 (1,509.9) 411.6 UNISYS CORP USY1 TH 2,237.7 (1,509.9) 411.6 UNISYS CORP UISEUR EU 2,237.7 (1,509.9) 411.6 VECTOR GROUP LTD VGR GR 1,121.0 (192.6) 316.7 VECTOR GROUP LTD VGR US 1,121.0 (192.6) 316.7 VENOCO INC VQ US 695.2 (258.7) (39.2) VERISIGN INC VRS TH 2,330.0 (493.8) 97.7 VERISIGN INC VRS GR 2,330.0 (493.8) 97.7 VERISIGN INC VRSN US 2,330.0 (493.8) 97.7 VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) VISKASE COS I VKSC US 334.7 (3.4) 113.5 WEIGHT WATCHERS WW6 GR 1,408.2 (1,509.4) (79.8) WEIGHT WATCHERS WTW US 1,408.2 (1,509.4) (79.8) WEST CORP WSTC US 3,480.7 (782.6) 349.0 WEST CORP WT2 GR 3,480.7 (782.6) 349.0 WESTMORELAND COA WLB US 939.8 (280.3) 4.1 WESTMORELAND COA WME GR 939.8 (280.3) 4.1 XERIUM TECHNOLOG XRM US 600.8 (35.1) 123.8 XOMA CORP XOMA US 76.9 (16.9) 46.5 XOMA CORP XOMA GR 76.9 (16.9) 46.5 XOMA CORP XOMA TH 76.9 (16.9) 46.5 ********* 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, Valerie Udtuhan, Howard C. Tolentino, 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 ***