/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140724.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, July 24, 2014, Vol. 18, No. 204 Headlines ACG CREDIT: U.S. Trustee to Hold Section 341(a) Meeting July 25 AEROGROW INTERNATIONAL: Finalizes $4.5-Mil. Loan from Scotts AGFEED INDUSTRIES: Disclosure Statement Hearing on Aug. 21 AGFEED INDUSTRIES: Wants Solicitation Period Extended to Dec. 2 AK STEEL: Severstal Assets Deal No Impact on Moody's B3 CFR ALLIED SYSTEMS: Yucaipa Wants Black Diamond, Spectrum Subordinated ALLY FINANCIAL: Debentures Delisted from NYSE AMERICAN APPAREL: Names New Board to Resolve Leadership Crisis AMSTERDAM HOUSE: Case Summary & 20 Largest Unsecured Creditors ANACOR PHARMACEUTICALS: Signs Distribution Agreement with Sandoz ARI-RC: Exclusive Solicitation Period Extended Until Oct. 4 ARI-RC: Has Until Aug. 31 to Access U.S. Bank's Cash Collateral BANCO CRUZEIRO: Judge Approves Ch. 15 Protection BELMONT PLAZA: Case Summary & 2 Largest Unsecured Creditors BIOHEALTH COLLEGE: In Fin'l Monitoring Status After Bankruptcy BOSTON PROPERTIES: Fitch Hikes $200MM Pref. Stock Rating From BB+ BUCCANEER ENERGY: U.S. Trustee Appoints Creditors' Committee CASELLA WASTE: S&P Raises Rating on $325MM Sub. Notes to 'CCC+' CBS OUTDOOR: Van Wagner Deal No Impact on Moody's 'Ba3' CFR CCM MERGER: Moody's Rates $510MM Sr. Secured Credit Facilities B2 CIT GROUP: Moody's Reviews Ba3 Unsec. Debt Rating for Downgrade CLOUDEEVA INC: Files for Ch. 11 Amid Lawsuit vs. Merger Partner CLOUDEEVA INC: Seeks Approval of Prestige Factoring Agreement CLOUDEEVA INC: Proposes to Pay $1.45-Mil. to Critical Vendors CLOUDEEVA INC: Taps KCC as Claims and Noticing Agent COLONIAL BANK: PwC Can't Duck FDIC Negligence Claims Over Fraud COMPLETE CHILD: Case Summary & 18 Largest Unsecured Creditors COMPRESSCO PARTNERS: Moody's Rates $350MM Sr. Unsecured Notes B2 CONAGRA FOODS: Fitch Rates Subordinated Notes 'BB+' CORNERSTONE HOMES: July 31 Hearing on Bid to Sell 2 NY Properties CRUMBS BAKE SHOP: Lemonis Fischer to Acquire Company's Business CRUMBS BAKE SHOP: Reynolds Reports 6.33% Equity Stake CSM BAKERY: Moody's Affirms B2 Corp. Family Rating; Outlook Neg. DETROIT, MI: Hedge Funds Bet $745M on Kilpatrick Debt DETROIT, MI: Rapped for Disclosing Sensitive Creditor Docs DIAMONDBACK ENERGY: Moody's Hikes Corp. Family Rating to B2 DOLAN CO: Gets Court Approval to Remove Lawsuits Until Oct. 19 DOLAN CO: Settles Dispute With Nantahala Over Stock Acquisition DOLAN CO: Court Orders Reallocation of Proceeds from Equity Trust ELBIT IMAGING: Unit's Debt Restructuring Plan Declared Effective ENERGY FUTURE: 2nd Lien Settlement Expiration Date Extended ESTATE FINANCIAL: Gets Court Nod to Sell Interest in Tract 2162 EWGS INTERMEDIARY: First Amended Liquidation Plan Confirmed EXIDE TECHNOLOGIES: Committee Balks at Bid for Extra DIP Loan F&H ACQUISITION: Seeks 3 More Months to Propose Chapter 11 Plan FISHERS CONFERENCE: Files Bankruptcy to Avoid Foreclosure FREEDOM INDUSTRIES: Asks Court to Approve AIG Insurance Accord FURNITURE BRANDS: To Suspend SEC Reporting After Effective Date GENCO SHIPPING: P. Georgiopoulos Owns Less Than 1% Equity Stake GENCO SHIPPING: Jeffrey Aronson Reports 34.4% Equity Stake GENCO SHIPPING: Oct. 20 Set as Government Claims Bar Date GENERAL MOTORS: To Recall Additional 717,950 Vehicles GORDON PROPERTIES: Court to Continue Plan Hearing Sept. 29 HDGM ADVISORY: Court Establishes Aug. 13 as Claims Bar Date HOUSTON REGIONAL: Teams Want Potential Buyers Kept Secret HOUSTON REGIONAL: Buyer Still Unnamed; Status Hearing on Aug. 7 IBAHN CORP: Asks Court to Extend Removal Decision Deadline INTERFAITH MEDICAL: Caldwell Appeals Plan Confirmation INTERFAITH MEDICAL: UST Withdraws Motion for Ch.11 Trustee INTERNATIONAL FOREIGN: Nails $18.5M Deal With CEO IRISH BANK: Seeks Nod to Sell Tampa Mall Lease to Lightning Owner KEEN EQUITIES: Aug. 6 Hearing to Approve Postpetition Financing KEEN EQUITIES: Sept. 5 Established as Claims Bar Date KEHE DISTRIBUTORS: Moody's Affirms B2 Corporate Family Rating KID BRANDS: Restructuring of Operations Planned KINDRED HEALTHCARE: Moody's Keeps CFR Over Increased Gentiva Bid LIGHTSQUARED INC: Gets Approval of SunTrust Credit Card Program LAKELAND INDUSTRIES: WeiserMazars Hired as New Accountant LONGVIEW POWER: Has Bonus Approval Tied to New Plan LANGTREE VENTURES: Medical Office Bldgs to Be Sold July 31 LOVE CULTURE: Has Interim Authority to Obtain DIP Loan from Salus LOVE CULTURE: To Conduct Store-Closing Sales LOVE CULTURE: Will Reject Store Leases LOVE CULTURE: Has Until Aug. 30 to File Schedules LOVE CULTURE: Can Employ Epiq as Claims & Noticing Agent MAVILLE INTERIORS: Painting Contractor Files Ch.11 in Phoenix MEGA RV CORP: U.S. Trustee Appoints Creditors' Committee MF GLOBAL: $100M in Settlements OK'd in Metal Manipulation Case MISSION NEW ENERGY: Unit Awarded $3MM in Indonesian Arbitration MONARCH COMMUNITY: Regulators Terminate Consent Order NATCHEZ REGIONAL: Community Health Systems to Acquire Assets NATROL INC: Committee Taps Carl Marx as Financial Advisors NATROL INC: July 30 Hearing on Cerberus Bid for Ch.11 Trustee NOVA HOSPITALITY: Case Summary & Largest Unsecured Creditor OPTIM ENERGY: Energy Future Ends Bid for Power Plant PAYCOM SOFTWARE: Covenant Trip Overshadows Sales Growth PLATFORM SPECIALTY: Mood's Affirms B1 CFR on $405MM Debt Funding PLATFORM SPECIALTY: S&P Raises CCR to 'BB' & Removes From Watch PSL NORTH AMERICA: Asks Court to Extend Time to File Schedules PSL NORTH AMERICA: U.S. Trustee Unable to Form Creditors Committee PUERTO RICO: Utility May Default on January Interest Payment PULSE ELECTRONICS: Appoints Interim CEO and Chairman QUANTUM FOODS: Committee Wants Standing to Pursue Claims QUANTUM FOODS: Court Enforces APA and Allows Access to Facilities REGENCY ENERGY: Fitch Rates Proposed $500MM Unsecured Notes 'BB' REGENCY ENERGY: Moody's Rates New Senior Unsecured Notes 'Ba3' REGENCY ENERGY: S&P Rates $500MM Sr. Unsecured Notes 'BB' RIVER TERRACE: Case Summary & 20 Largest Unsecured Creditors ROOSTER ENERGY: Moody's Assigns Caa1 CFR & Rates $100MM Notes Caa1 ROOSTER ENERGY: S&P Assigns CCC+ CCR & Rates $100MM Notes CCC+ SEARS METHODIST: UST Seeks to Appoint Patient Care Ombudsman SINO-FOREST CORP: Former CFO Inks Deal With Canadian Regulators SNOHOMISH COUNTY HOSP: Moody's Affirms 'B1' LTGO Bonds Rating SONJA MORGAN: Selling Manhattan Home for $7.8 Million STEEL DYNAMICS: Severstal Deal No Impact on Moody's 'Ba1' CFR TARSIN INC: Empire Film Group to Acquire Business TEEKAY CORP: Moody's Affirms 'B1' CFR & 'B2' Sr. Secured Rating TESORO LOGISTICS: Moody's Raises Corporate Family Rating to Ba2 TLFO LLC: Asks Court to Approve Settlement with Pruco Insurance UNIVERSAL COOPERATIVES: Finds Buyer for Bridon Heritage Units UNIVERSAL HEALTH: Standstill Agreement Approved WOODSIDE HOMES: Fitch Affirms 'B' IDR; Outlook Stable YOOSTAR ENTERTAINMENT: Patents, Other Assets to Be Sold Aug. 14 ZHEJIANG TOPOINT: Seeks U.S. Recognition of Chinese Bankruptcy ZHEJIANG TOPOINT: Seeks Joint Administration in U.S. Court * Appellate Panel Allows Lien Stripping in Chapter 20 * Atty, Ignored by Plaintiff, Wants Out of Malpractice Suit * Case Against Chase for Flawed Credit Reporting Heads for Trial * Dismissal of Chapter 13 Revests Unscheduled Lawsuit * Lawyer Called 'Sociopath' Seeks Judge's Full Recusal * Argentina Debt-Dispute Mediator Postpones Meeting * Laurie Joins Sitrick as Global Restructuring Practice Head * Recent Small-Dollar & Individual Chapter 11 Filings ********* ACG CREDIT: U.S. Trustee to Hold Section 341(a) Meeting July 25 --------------------------------------------------------------- The U.S. Trustee for Region 3 is set to hold a meeting of creditors of ACG Credit Company II, LLC on July 25, 2014, at 1:30 p.m.. The meeting will be held at Room 2112, 2nd Floor, J. Caleb Boggs Federal Building, 844 King Street, in Wilmington, Delaware. ACG Credit's representative is required to appear at the meeting of creditors for the purpose of being examined under oath. Attendance by creditors at the meeting is welcomed but not required. At the meeting, the creditors may examine the company and transact such other business as may properly come before the meeting. The meeting may be continued or adjourned from time to time by notice at the meeting, without further written notice to the creditors. About ACG Credit Company II New York-based ACG Credit Company II, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 14-11500) on June 17, 2014. The Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. Ian Peck signed the petition as director. Gellert Scali Busenkell & Brown, LLC, serves as the Debtor's counsel. AEROGROW INTERNATIONAL: Finalizes $4.5-Mil. Loan from Scotts ------------------------------------------------------------ AeroGrow International, Inc., said it entered into a $4.5 million term loan agreement with The Scotts Miracle-Gro Company. The funding will provide general working capital to support anticipated growth as the Company expands its retail and its direct-to-consumer sales channels and new product introductions. The proceeds will be made available as needed in three advances up to $1.0 million, $1.5 million, and $2.0 million in July, August, and September, respectively with a due date of Feb. 15, 2015. "We are preparing for what we believe will be continued growth in our Fiscal Year 2015 with expansion in both our Direct-to-Consumer business and particularly our Retail channel," said President and Chief Executive Officer, J. Michael Wolfe. "I am pleased to report that our partners at the Scotts Miracle-Gro Company have again demonstrated their confidence in the Miracle-Gro AeroGarden line of products and in the expanding indoor gardening market by providing us with the short-term working capital we need to support our growth and new product introductions. We anticipate increasing our presence or engaging in tests with many of the world's largest retailers this fall, including Amazon, BJ's, Costco, Meijer, Sam's Club, True Value, Walmart and others. The interest on this loan will be paid in stock, which we expect to be minimally dilutive due to the short term nature of the instrument. Our planned retail expansion - combined with new product introductions and our position as the market leader in the rapidly growing indoor gardening industry - has set the stage for what we anticipate will be an exciting fiscal 2015 and beyond." As previously reported in a current report on Form 8-K filed with the SEC on April 23, 2014, the Company announced that Scotts Miracle-Gro made a $4.5 million equity investment and IP acquisition with the Company, resulting in a 30% beneficial ownership interest in AeroGrow. In the process, AeroGrow took steps to entirely eliminate its long term debt, restructured the balance sheet to facilitate potential future transactions, and gained a valuable partnership for growth. The agreement affords AeroGrow the use of the globally recognized and highly trusted Miracle-Gro brand name while also providing AeroGrow a broad base of support in marketing, distribution, supply chain logistics, R&D, and sourcing. A full-text copy of the Term Loan and Security Agreement is available for free at http://is.gd/QzpT4R About AeroGrow Boulder, Colo.-based AeroGrow International, Inc., is a developer, marketer, direct-seller, and wholesaler of advanced indoor garden systems designed for consumer use and priced to appeal to the gardening, cooking, and healthy eating, and home and office decor markets. Aerogrow International reported a net loss attributable to common shareholders of $4.13 million for the year ended March 31, 2014, a net loss attributable to common shareholders of $8.25 million for the year ended March 31, 2013, and a net loss of $3.55 million for the year ended March 31, 2012. As of March 31, 2014, the Company had $4.54 million in total assets, $3.65 million in total liabilities and $894,000 in total stockholders' equity. AGFEED INDUSTRIES: Disclosure Statement Hearing on Aug. 21 ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will convene a hearing on Aug. 21, 2014, at 9:30 a.m. (EST) to determine whether the disclosure statement explaining AgFeed USA, LLC, et al.'s second amended Chapter 11 plan of liquidation contains "adequate information" as defined in Section 1125(a)(1) of the Bankruptcy Code. Objections to the Disclosure Statement must be filed on or before Aug. 15. The liquidation plan, which is supported by the Official Committee of Equity Security Holders, provides for substantive consolidation of the Consolidated AgFeed USA Debtors and the liquidation of the Debtors' remaining assets as majority of their assets have already been sold. The Plan further provides that the U.S. Securities and Exchange Commission will have an allowed claim in the amount of $18 million. Plaintiffs in a class action pending against the Debtors will receive an allowed claim in the amount of $7 million, while counsel to the class plaintiffs will be entitled to payment of legal fees and expenses in an amount up to $2.1 million, plus expenses up to $115,000, payable from the Allowed Class Plaintiffs' Claim. A full-text copy of the Disclosure Statement dated July 22, 2014, is available at http://bankrupt.com/misc/AGFEEDUSADS0722.PDF About AgFeed Industries AgFeed Industries, Inc., has 21 farms and five feed mills in China producing more than 250,000 hogs annually. In the U.S., the business included 10 sow farms in three states and two feed mills producing more than one million hogs a year. AgFeed's revenue in 2012 was $244 million. AgFeed and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. The U.S. Trustee has appointed a five-member official committee of unsecured creditors to the Chapter 11 cases. The Creditors' Committee tapped Lowenstein Sandler as lead bankruptcy counsel and Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as the Creditors' Committee's financial advisor. An official committee of equity security holders was also appointed to the Chapter 11 cases. The Equity Committee tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as co-counsel. In October 2013, AgFeed completed the sale of the U.S. operations to three buyers for $79.45 million, including $53.4 million in cash. In November 2013, the Court authorized AgFeed to sell its Chinese assets to Hong Kong firm Good Charm International Development Ltd. in a deal that is expected to net the debtor $45 million once several highly negotiated price adjustments are factored in. An auction was held for the Chinese facilities on Nov. 20, although no one emerged to top what was originally a $50.5 million bid. The price was lowered by $3.45 million in view of what the contract called "newly discovered" operational problems and "deterioration of the performance" of feed mills. AGFEED INDUSTRIES: Wants Solicitation Period Extended to Dec. 2 --------------------------------------------------------------- AgFeed USA, LLC, et al., filed a supplement to their motion seeking further extension of their exclusive periods, asking the U.S. Bankruptcy Court for the District of Delaware to further extend their exclusive plan filing period to Oct. 3, 2014, and their exclusive plan solicitations period to Dec. 2, 2014. About AgFeed Industries AgFeed Industries, Inc., has 21 farms and five feed mills in China producing more than 250,000 hogs annually. In the U.S., the business included 10 sow farms in three states and two feed mills producing more than one million hogs a year. AgFeed's revenue in 2012 was $244 million. AgFeed and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. The U.S. Trustee has appointed a five-member official committee of unsecured creditors to the Chapter 11 cases. The Creditors' Committee tapped Lowenstein Sandler as lead bankruptcy counsel and Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as the Creditors' Committee's financial advisor. An official committee of equity security holders was also appointed to the Chapter 11 cases. The Equity Committee tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as co-counsel. In October 2013, AgFeed completed the sale of the U.S. operations to three buyers for $79.45 million, including $53.4 million in cash. In November 2013, the Court authorized AgFeed to sell its Chinese assets to Hong Kong firm Good Charm International Development Ltd. in a deal that is expected to net the debtor $45 million once several highly negotiated price adjustments are factored in. An auction was held for the Chinese facilities on Nov. 20, although no one emerged to top what was originally a $50.5 million bid. The price was lowered by $3.45 million in view of what the contract called "newly discovered" operational problems and "deterioration of the performance" of feed mills. AK STEEL: Severstal Assets Deal No Impact on Moody's B3 CFR ----------------------------------------------------------- Moody's Investors Service comments that AK Steel's $700 million acquisition of certain assets of Severstal North America, a subsidiary of Severstal OAO (Ba1 corporate family rating), including the steel assets located in Dearborn Michigan, has no impact on AK Steel's B3 corporate family rating at this time. The company indicates that it intends to fund the transaction with a combination of debt and equity. Although the transaction could add some incremental leverage in the near-term, the strategic benefits, as they are realized over the near to medium term, should enable AK Steel to improve its operating performance and strengthen its debt protection metrics from their current weak levels to a level more appropriate for the rating. ALLIED SYSTEMS: Yucaipa Wants Black Diamond, Spectrum Subordinated ------------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Black Diamond Capital Management LP, Spectrum Group Management LLC and Ron Burkle's Yucaipa Cos. are now tangled in a lawsuit contesting whether their claims in the bankruptcy case of auto hauler Allied Systems Holdings Inc. should be barred from payment. According to the report, in papers filed in bankruptcy court, Yucaipa said it recently uncovered evidence Black Diamond and Spectrum filed the involuntary bankruptcy "in bad faith and for their own private gain." Yucaipa went on to say how a sale to Jack Cooper had been arranged before bankruptcy at a price that would have paid first-lien debt in full, the report related. Because of the alleged "lies," Yucaipa is seeking court permission to file claims against Black Diamond and Spectrum seeking to have their claims subordinated because their actions suppressed the price of Allied's business, the report further related. About Allied Systems Holdings, Inc. BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. first filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second- lien debt. The petitioning creditors said Allied defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., and Jeffrey W. Kelley, Esq., at Troutman Sanders, Gowling Lafleur Henderson. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. In January 2014, the U.S. Trustee for Region 3 appointed a three- member Official Committee of Retirees. Yucaipa Cos. has 55% of the senior debt and took the position it had the right to control actions the indenture trustee would take on behalf of debt holders. The state court ruled in March 2013 that the loan documents didn't allow Yucaipa to vote. In March 2013, the bankruptcy court also gave the official creditors' committee authority to sue Yucaipa. The suit includes claims that the debt held by Yucaipa should be treated as equity or subordinated so everyone else is paid before the Los Angeles- based owner. The judge allowed Black Diamond to participate in the lawsuit against Yucaipa and Allied directors. ALLY FINANCIAL: Debentures Delisted from NYSE --------------------------------------------- The New York Stock Exchange LLC filed a Form 25 with the U.S. Securities and Exchange Commission notifying the removal from listing or registration of Ally Financial Inc.'s Deferred Interest Debentures due June 15, 2015. About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. As of March 31, 2014, the Company had $148.45 billion in total assets, $133.99 billion in total liabilities and $14.45 billion in total equity. * * * As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings Services said it raised its issuer credit rating on Ally Financial Inc. to 'BB' from 'B+'. "The upgrade reflects the company's release from potential legal and financial liabilities stemming from its ownership of ResCap," said Standard & Poor's credit analyst Tom Connell. In the April 3, 2014, edition of the TCR, Fitch Ratings has upgraded Ally Financial Inc.'s long-term Issuer Default Rating (IDR) and senior unsecured debt rating to 'BB+' from 'BB'. The rating upgrade reflects increased clarity around Ally's ownership structure given Ally's recent announcement that it has launched an initial public offering those shares of its common stock held by the U.S. Treasury (the Treasury). As reported by the TCR on Dec. 23, 2013, Moody's Investors Service upgraded the corporate family rating (CFR) of Ally Financial Inc. to Ba3 from B1. The upgrade of Ally's corporate family rating follows the U.S. Bankruptcy Court's approval of ResCap LLC's (unrated) Chapter 11 plan, which releases Ally from mortgage- related creditor claims originating from its ownership of ResCap. AMERICAN APPAREL: Names New Board to Resolve Leadership Crisis -------------------------------------------------------------- Suzanne Kapner, writing for The Wall Street Journal, reported that American Apparel Inc. chose a new board, bringing the company a step closer to determining the fate of Dov Charney, the company's founder, who was suspended as chief executive in June. According to the report, the new board consists of David Glazek, a partner with Standard General, a hedge fund that has voting control over a large block of American Apparel shares; Thomas J. Sullivan, a director of Media General Inc; Colleen B. Brown, a director of TrueBlue Inc.; and Joseph Magnacca, the chief executive of RadioShack Corp. The four new directors who will join David Danziger and Allan Mayer, two members of the old board, who are keeping their roles as co-chairmen, the Journal said. About American Apparel Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP) -- http://www.americanapparel.com/-- is a vertically integrated manufacturer, distributor, and retailer of branded fashion basic apparel. As of September 2010, American Apparel employed over 10,000 people and operated 278 retail stores in 20 countries, including the United States, Canada, Mexico, Brazil, United Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan, South Korea and China. Amid liquidity problems and declining sales, American Apparel in early 2011 reportedly tapped law firm Skadden, Arps, Slate, Meagher & Flom and investment bank Rothschild Inc. for advice on a restructuring. In April 2011, American Apparel said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. Under the deal, the investors were buying 15.8 million shares of common stock at 90 cents apiece. The deal allows the investors to purchase additional 27.4 million shares at the same price. American Apparel reported a net loss of $106.29 million on $633.94 million of net sales for the year ended Dec. 31, 2013, as compared with a net loss of $37.27 million on $617.31 million of net sales for the year ended Dec. 31, 2012. As of Dec. 31, 2013, the Company had $333.75 million in total assets, $411.15 million in total liabilities and a $77.40 million total stockholders' deficit. * * * As reported by the Troubled Company Reporter on Feb. 26, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating to 'CCC' from 'B-' on Los Angeles-based American Apparel Inc. The outlook is developing. The Troubled Company Reporter, on Nov. 21, 2013, reported that American Apparel Inc. had its corporate family rating cut one level to Caa2 by Moody's Investors Service. The clothing retailer's probability of default was also lowered one level and the outlook is negative. AMSTERDAM HOUSE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Amsterdam House Continuing Care Retirement Community, Inc. fka The Amsterdam at Harborside 300 East Overlook Port Washington, NY 10050 Case No.: 14-73348 Type of Business: Health Care Chapter 11 Petition Date: July 22, 2014 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Alan S Trust Debtor's Counsel: Ingrid Bagby, Esq. CADWALADER WICKERSHAM & TAFT LLP One World Financial Center New York, NY 10281 Tel: (212) 504-6894 Fax: (212) 504-6666 Email: ingrid.bagby@cwt.com Debtor's GRANT THORNTON LLP Financial Advisors: Debtor's HERBERT J. SIMS & CO., INC. Investment Banking Financial Advisors: Debtor's KURTZMAN CARSON CONSULTANTS LLC Noticing and Claims Agent: Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petition was signed by James Davis, president and CEO. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Resident #00087 Entrance Fee $1,477,310 Liability Resident #00158 Entrance Fee $1,393,557 Liability Resident #00027 Entrance Fee $1,210,868 Liability Resident #00047 Entrance Fee $1,174,252 Liability Resident #00194 Entrance Fee $1,156,336 Liability Resident #00171 Entrance Fee $1,132,656 Liability Resident #00114 Entrance Fee $1,049,486 Liability Resident #00125 Entrance Fee $1,041,139 Liability Resident #00162 Entrance Fee $1,040,681 Liability Resident #00163 Entrance Fee $1,039,887 Liability Resident #00181 Entrance Fee $1,013,978 Liability Resident #00185 Entrance Fee $988,380 Liability Resident #00208 Entrance Fee $988,133 Liability Resident #00049 Entrance Fee $940,374 Liability Resident #00116 Entrance Fee $932,995 Liability Former Resident #00002 Pending Refund to $932,830 Former Resident Resident #00187 Entrance Fee $932,200 Liability Former Resident #00003 Pending Refund to $930,922 Former Resident Resident #00200 Enrance Fee $904,338 Liability Resident $00199 Entrance Fee $901,147 Liability ANACOR PHARMACEUTICALS: Signs Distribution Agreement with Sandoz ---------------------------------------------------------------- Anacor Pharmaceuticals, Inc., has entered into an exclusive agreement with Sandoz Inc., a Novartis company, pursuant to which Sandoz will distribute and commercialize Anacor's drug KERYDINTM (tavaborole) topical solution, 5% in the United States. PharmaDerm, the branded dermatology business of Sandoz, will be responsible for the sales and marketing of KERYDIN. On July 8, 2014, Anacor announced that the U.S. Food and Drug Administration (FDA) approved the New Drug Application for KERYDIN, the first oxaborole antifungal approved for the topical treatment of onychomycosis of the toenails, a fungal infection of the nail and nail bed that affects approximately 35 million people in the United States, according to Podiatry Today. The agreement with Sandoz entitles Anacor to upfront payments totaling $40 million and an additional milestone payment of $25 million expected to be paid in January 2015. Under the agreement, Sandoz and Anacor will share equally, under a long-term profit- sharing arrangement, the gross profits (defined as net sales less cost of goods sold) accrued by Sandoz on sales of KERYDIN, except that in 2015 Anacor will start receiving profit-sharing payments after the first $50 million of gross profits have been accrued by Sandoz. The long-term profit-sharing arrangement includes cumulative minimum profit-sharing payments to Anacor in 2016 totaling $45 million. Anacor will also have the option to repurchase all rights in KERYDIN from Sandoz on the later of three years from launch or Dec. 31, 2017, at a price to be determined pursuant to the agreement. Under the terms of the agreement, Anacor will supply product to Sandoz at cost through Anacor's contract manufacturers, and Sandoz will be responsible for all of its selling, marketing, distribution, general and administrative costs related to the commercialization of KERYDIN. Anacor will hold the NDA and will be responsible for any further development of KERYDIN. "We are pleased to enter into this agreement with Sandoz to commercialize KERYDIN in the U.S. through PharmaDerm," said Paul Berns, chief executive officer of Anacor Pharmaceuticals. "PharmaDerm's dedication to branded prescription products to treat dermatological and podiatric diseases makes it an ideal collaborator to launch KERYDIN. In addition, PharmaDerm has an experienced sales force which will be able to reach the specialty physicians who treat large numbers of patients with onychomycosis." Additional information is available for free at: http://is.gd/EWkUZt About Anacor Pharmaceuticals Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a biopharmaceutical company focused on discovering, developing and commercializing novel small-molecule therapeutics derived from its boron chemistry platform. Anacor has discovered eight compounds that are currently in development. Its two lead product candidates are topically administered dermatologic compounds - tavaborole, an antifungal for the treatment of onychomycosis, and AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of atopic dermatitis and psoriasis. Anacor reported net income of $84.76 million in 2013, a net loss of $56.08 million in 2012 and a net loss of $47.94 million in 2011. As of March 31, 2014, the Company had $156.92 million in total assets, $46.27 million in total liabilities, $4.95 million in redeemable common stock and $105.69 million in total stockholders' equity. ARI-RC: Exclusive Solicitation Period Extended Until Oct. 4 ----------------------------------------------------------- The Bankruptcy Court extended ARI-RC 6, LLC, et al.'s exclusive periods to obtain acceptances for their Chapter 11 plan until Oct. 4, 2014. As reported in the Troubled Company Reporter on June 23, 2014, the Debtors, in their motion, said they are not aware of any creditors whose claim or interest would be adversely affected or impaired by the granting of the relief requested. Extending the exclusivity period, they said, is consistent with the spirit of allowing the Debtors their first opportunity to solicit acceptance of a plan after timely submitting the initial plan and disclosure statement, timely amending the plan and disclosure statement, acquiring approval of the disclosure statement, and exploring the possibility of a consensual chapter 11 plan with the lender. About ARI-RC ARI-RC 6, LLC, and four related entities -- ARI-RC 14, LLC, ARI-RC 12, LLC, ARI-RC 21, LLC, ARI-RC 23, LLC -- filed voluntary petitions under Chapter 11 on July 15, 2013. Kenneth Greene signed the petitions as president. ARI-RC 3, LLC, and nine affiliates filed for Chapter 11 protection on Aug. 1, 2013. ARI-RC 11 and three more affiliates subsequently filed their own Chapter 11 cases on Aug. 2, 2013. The petitions were signed by R. Frederick Hodder, Jr. and Monroe Sawhill Hodder, trustees. The Debtors own tenant in common (TIC) interests in two commercial buildings commonly known as Rancho Conejo I and II, located at 1525 and 1535 Rancho Conejo Boulevard, in Thousand Oaks, California. The Debtors and 16 related TIC Investors, who have not filed for bankruptcy, are passive investors with varying percentage ownership interests in the Property. The Debtors' cases are jointly administered under the lead case of ARI-RC 6, Case No. 13-14692, in the U.S. Bankruptcy Court for the Central District of California. The Debtors estimated assets and debts at $10 million to $50 million at the time of the filings. Judge Alan M. Ahart presides over the cases. Daniel H. Reiss, Esq., and John Patrick M. Fritz, Esq., of Levene, Neale, Bender, Yoo & Brill L.L.P., are counsel to the Debtors. ARI-RC: Has Until Aug. 31 to Access U.S. Bank's Cash Collateral --------------------------------------------------------------- The Bankruptcy Court for the Central District of California approved a stipulation authorizing ARI-RC 6, LLC, et al.'s use of cash collateral until Aug. 31, 2014. The stipulation entered between the Debtor and U.S. Bank National Association -- as Trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2007-5, Commercial Mortgage Pass-Through Certificates, Series 2007-5, the senior secured creditor -- provides that, among other things the Debtors are authorized to deviate from the line items contained in the budget by not more than 15% on a line item or aggregate basis, unless the Trust consents to a greater deviation. The Debtors own tenant in common interest in certain improved real property located at 1525 and 1535 Rancho Cornejo Boulevard, thousand Oaks, California. The property is encumbered by a loan originated by Countrywide Commercial Real Estate Financial, Inc., in the original amount of $23,437,500. As reported in the Troubled Company Reporter on April 22, 2014, the Trust will be afforded replacement liens on the postpetition rents, revenues, issues and profits of each of the Debtors, with such replacement liens to have the same extent, validity, scope and priority as its prepetition liens. The Debtors are represented by: Daniel H. Reiss, Esq. J.P. Fritz, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 Fax: (310) 229-1244 E-mail: DHR@LNBYB.COM JPF@LNBYB.COM About ARI-RC ARI-RC 6, LLC, and four related entities -- ARI-RC 14, LLC, ARI-RC 12, LLC, ARI-RC 21, LLC, ARI-RC 23, LLC -- filed voluntary petitions under Chapter 11 on July 15, 2013. Kenneth Greene signed the petitions as president. ARI-RC 3, LLC, and nine affiliates filed for Chapter 11 protection on Aug. 1, 2013. ARI-RC 11 and three more affiliates subsequently filed their own Chapter 11 cases on Aug. 2, 2013. The petitions were signed by R. Frederick Hodder, Jr. and Monroe Sawhill Hodder, trustees. The Debtors own tenant in common (TIC) interests in two commercial buildings commonly known as Rancho Conejo I and II, located at 1525 and 1535 Rancho Conejo Boulevard, in Thousand Oaks, California. The Debtors and 16 related TIC Investors, who have not filed for bankruptcy, are passive investors with varying percentage ownership interests in the Property. The Debtors' cases are jointly administered under the lead case of ARI-RC 6, Case No. 13-14692, in the U.S. Bankruptcy Court for the Central District of California. The Debtors estimated assets and debts at $10 million to $50 million at the time of the filings. Judge Alan M. Ahart presides over the cases. Daniel H. Reiss, Esq., and John Patrick M. Fritz, Esq., of Levene, Neale, Bender, Yoo & Brill L.L.P., are counsel to the Debtors. BANCO CRUZEIRO: Judge Approves Ch. 15 Protection ------------------------------------------------ Law360 reported that a Florida federal bankruptcy judge approved Brazilian bank Banco Cruzeiro do Sul SA's petition for Chapter 15 bankruptcy, a decision that will provide the bank some protection in United States courts while it continues its primary insolvency proceedings in Brazil. According to the report, U.S. District Court Bankruptcy Judge Laurel M. Isicoff granted recognition to the bank's petition for Chapter 15 bankruptcy, which was filed on June 5, saying that the bank's foreign representative, Eduardo Felix Bianchini, is qualified and granting the bank protection in U.S. courts while the Central Bank of Brazil proceeds with its liquidation. About Banco Cruzeiro Do Sul Banco Cruzeiro Do Sul S.A. ("BCSUL") was first established in August 1989. In 1993, the bank's shares were acquired by the Indio Da Costa family, who continued to manage the bank until June 4, 2012, when the assets of the bank and its affiliates were seized by the Central Bank of Brazil. Luis Felipe Indio Da Costa is the principal member of the Indio Da Costa family and was also the principal of the bank although his son, Luis Octavio, was the president of BCSUL. According to BCSUL's Web site, the bank provided a variety of services which included commercial portfolio investments and credit services. During the course of its banking operations, BCSUL primarily operated out of Rio de Janeiro and Sao Paulo where it received deposits and extending loans to individual customers. BCSUL operated nationally through a network of salesmen and agents, promoting the salary-secured loan product offered by the bank. The total loan book for BCSUL was R$12 billion. Prior to be placed into liquidation, BCSUL was the 27th largest bank in Brazil. As of March 31, 2014, the bank's balance sheet reflected the R$7.75 billion (US$3.47 billion) in assets and R$10.3 billion (US$4.64 billion) in liabilities. The liquidator for BCSUL filed a Chapter 15 petition (Bankr. S.D. Fla. Case No. 14-22974) on June 4, 2014, to seek recognition of the liquidation proceeding before the Central Bank of Brazil. According to the Chapter 15 petition, the bank has more than US$1 billion in assets and debt. Judge Laurel M Isicoff is assigned to the Chapter 15 case. Gregory S. Grossman, Esq., at Astigarraga Davis Mullins & Grossman, PA, in Miami, represents the Debtor. BELMONT PLAZA: Case Summary & 2 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Belmont Plaza, LLC P.O. Box 910 Woodland, WA 98674 Case No.: 14-43983 Chapter 11 Petition Date: July 22, 2014 Court: United States Bankruptcy Court Western District of Washington (Tacoma) Judge: Hon. Paul B. Snyder Debtor's Counsel: John D Nellor, Esq. J. D. NELLOR, PC Park Tower One 201 N.E. Park Plaza Drive, Suite 202 Vancouver, WA 98684 Tel: 360-816-2241 Email: jd@nellorlaw.com Total Assets: $1.69 million Total Liabilities: $499,914 The petition was signed by William A. Behrens, authorized individual. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/wawb14-43983.pdf BIOHEALTH COLLEGE: In Fin'l Monitoring Status After Bankruptcy -------------------------------------------------------------- BioHealth College, Inc., dba Bryman College, filed for Chapter 11 bankruptcy (Bankr. N.D. Cal. Case No. 14-53057) on July 18, 2014. Bryman College has campuses in San Jose, Hayward, San Francisco and Los Angeles. Judge Arthur S. Weissbrodt presides over the case. The Law Offices of David A. Boone, Esq., serves as counsel. In its petition, Biohealth estimated $0 to $50,000 in assets and liabilities of $1 million to $10 million. The petition was signed by Sam Shirazi, CEO. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/canb14-53057.pdf Katy Murphy, writing for the San Jose Mercury News, reported that the U.S. Department of Education on July 21 placed the company on a heightened financial monitoring status, according to a spokesman for the California private-college oversight bureau. That sanction could slow the flow of federal student aid dollars to the colleges, which would likely hasten their demise. The report said the colleges were open Tuesday, July 22 -- and BioHealth's website made no mention of the news -- but it's unclear how long they will be able to keep going or if they will be put on the market. "We don't really know what it means," said Russ Heimerich, a spokesman for California's Department for Consumer Affairs, the report noted. "Some schools when they declare bankruptcy will try to arrange teach-outs for their students. Some schools up and close their doors." San Jose Mercury News recounted that BioHealth acquired four campuses early last year from another troubled California company, Corinthian Colleges, Inc., and changed their names from Everest College to Bryman College. In an unusual arrangement, Corinthian paid BioHealth $2.3 million in January 2013 to take ownership of the campuses, according to a Securities and Exchange Commission filing. (Federal financial sanctions imposed last month forced Corinthian to wind down its operations; it plans to sell most of its remaining campuses, including its five Bay Area Heald and WyoTech colleges.) The report also noted that BioHealth President and CEO Sam Shirazi did not respond to messages Tuesday seeking comment about his plans for the colleges, and the company's bankruptcy lawyer was not immediately available. The colleges offer seven-month medical assisting and other health-care programs, according to its website and the state Bureau of Private Postsecondary Education, the report added. BOSTON PROPERTIES: Fitch Hikes $200MM Pref. Stock Rating From BB+ ----------------------------------------------------------------- Fitch Ratings has upgraded the credit ratings for Boston Properties, Inc. (NYSE: BXP) and Boston Properties Limited Partnership as follows: Boston Properties, Inc. -- Issuer Default Rating (IDR) to 'BBB+' from 'BBB'; -- $200 million preferred stock to 'BBB-' from 'BB+'. Boston Properties, L.P. -- IDR to 'BBB+' from 'BBB'; -- $1 billion unsecured revolving credit facility to 'BBB+' from 'BBB'; -- $5.9 billion senior unsecured notes to 'BBB+' from 'BBB'. The Rating Outlook is Stable. The upgrade reflects the strong qualitative elements in BXP's credit profile. Examples include the above average quality of BXP's largely unencumbered operating portfolio and its cycle- tested management team that has extensive real estate and capital markets experience. The upgrade also considers the consistency of the company's portfolio and balance sheet strategy, its demonstrated commitment to an unsecured borrowing strategy and proven access to multiple sources of debt and equity capital in varied capital markets environments. The ratings reflect BXP's appropriate coverage for a 'BBB+' rated REIT. Moreover, BXP maintains an adequate liquidity position that is supported by its large unrestricted cash balance, meaningful retained free cash flow and near full availability under its $1 billion revolving credit facility. The company also has a large, high quality portfolio of unencumbered assets in markets with excellent transaction and financing liquidity characteristics - a credit positive in terms of contingent liquidity. Execution and liquidity risk associated with the company's development platform and its concentrated geographical footprint and related exposure to finance, legal and government and defense industry tenants are credit concerns that balance BXP's ratings. BXP's size and asset and management quality help offset its above- average leverage relative to its similarly rated REITs. SUPERIOR ASSET QUALITY BXP owns a high-quality portfolio of predominantly class A office properties located in supply-constrained central business district (CBD) markets. The company's CBD properties are often leading properties in their submarkets that compete for the highest profile tenants, and have historically attracted significant investor and lender interest. The latter enhances BXP's contingent liquidity profile, including during challenging property and capital market environments. QUALITATIVE ELEMENTS BALANCE ELEVATED LEVERAGE Fitch expects BXP's leverage to be in the low 7.0x range through 2016, which is elevated for a 'BBB+' rated REIT. However, BXP's large size, superior portfolio asset quality and excellent track record of capital access and financial discipline balance this credit concern. BXP's net debt to recurring operating EBITDA for the trailing 12 months (TTM) ended March 31, 2014 was 6.8x, compared with 6.4x and 6.8x for the years ended Dec. 31, 2013 and 2012, respectively. Fitch expects BXP's fixed charge coverage should sustain in the mid-2.0x range through 2016, aided by mid-single digit cash same store net operating income (NOI) growth and incremental NOI from new developments. Fixed-charge coverage was 2.4x for the TTM ended March 31, 2014, compared with 2.5x and 2.2x for the years ended Dec. 31, 2013 and 2012, respectively. Fitch defines fixed charge coverage as recurring operating EBITDA, including Fitch's estimate of recurring cash distributions from joint ventures, less straight line rents and maintenance capital expenditures and leasing costs, divided by interest incurred plus preferred dividends. LONG-TERM LEASES The seven-year weighted average term to maturity of BXP's leases provides stability to the company's cash flows. The company's in- service portfolio was 92.4% leased at March 31, 2014. BXP's lease profile is strong relative to its office REIT peers. The balanced maturities help ensure that the company is not overly exposed to leasing risk at any given time, notwithstanding tenant bankruptcies. Average annual lease expirations comprise approximately 8% of annualized base rent through 2023, with a maximum annual maturity of 14% in 2017. The company has historically been proactive in renewing tenants in advance of lease maturities to minimize downtime and leasing costs, which Fitch views as a risk adverse strategy that strengthens the credit by reducing cash flow volatility. ADEQUATE LIQUIDITY BXP maintains an adequate liquidity position. For the period April 1, 2014 to Dec. 31, 2015, the company's base case liquidity coverage ratio is forecasted to be 1.2x. BXP's liquidity coverage would improve to 1.3x assuming the company refinances maturing mortgages at 80% of current balances. Fitch defines liquidity coverage as sources of liquidity (unrestricted cash, availability under the company's unsecured credit facility, and expected retained cash flows from operating activities after dividends) divided by uses of liquidity (pro rata debt maturities, expected recurring capital expenditures, and development costs). Unfunded development commitments of approximately $1.1 billion (Fitch estimate) from April 1, 2014 through Dec. 31, 2015 are the largest anticipated use of capital. BXP's total unfunded development commitments were $1.4 billion at March 31, 2014. BXP likely has some flexibility to defer spending if market conditions weaken unexpectedly and materially. The company demonstrated its willingness to stop development (when possible) in response to changing market conditions when it capped its 250 W. 55th Street development at grade level during the last downturn. BXP's liquidity coverage ratio would improve to 2.5x absent committed development expenditures. BXP paid out approximately 67% of its adjusted funds from operations (AFFO) as dividends to common shareholders during 1Q'14. The company has historically kept its payout ratio below 75% - a credit positive. BXP's dividend policy is to pay out 100% of taxable net income. As such, BXP retains approximately $100 million of cash flow per annum that can be used to meet its liquidity obligations including funding new investments and development and satisfying debt maturities. EXCELLENT CONTINGENT LIQUIDITY BXP has a large, high quality pool of unencumbered assets with above average financeability and salability characteristics. As of March 31, 2014, BXP owned 146 unencumbered assets that generate annualized cash NOI of approximately $919 million, or 67.2% of its consolidated NOI. The company's unencumbered pool includes a number of trophy assets such as 399 Park Avenue and Times Square Tower in New York, Embarcadero Center One, Two, and Three in San Francisco, the Prudential Center complex in Boston (including three office towers, one of the most productive retail centers in the U.S., and a supermarket), and the Capital Gallery complex in Washington, D.C., among others. Fitch expects the quality of BXP's unencumbered portfolio to improve further over the rating horizon through the addition of Embarcadero Center 4 in San Francisco and the John Hancock Building in Boston, which Fitch expects are likely candidates to be unencumbered when their mortgages mature in 2016 and 2017, respectively. Also, the delivery and stabilization of BXP's high quality development portfolio will further bolster the company's unencumbered portfolio quality, primarily through the addition of 250 W. 55th Street in Manhattan and 680 Folsom and 535 Mission St. in San Francisco. The company's unencumbered assets cover its net unsecured debt by 2.9x based on a direct capitalization approach of unencumbered NOI using a stressed 7.5% capitalization rate. Fitch views this level of coverage as adequate for the rating. BXP has maintained UA/UD coverage in the high 2.0x range during the past five years. ELEVATED 2017 DEBT MATURITIES BXP's debt maturity schedule is reasonably well staggered, with the exception of 2017 when 29% of its pro rata debt matures. The company has historically been able to go to market with sizable notes offerings to refinance its debt maturities. BXP management endeavors to keep annual bond issuance within a range of $1.0 billion to $1.5 billion to maintain a well laddered maturity schedule. The unusually high level of maturing debt in 2017 is principally related to mortgages inherited through opportunistic property acquisitions during the last downcycle including the GM Building and the John Hancock Tower. BXP management is exploring ways to address its 2017 maturities ahead of time. The company has the option to pre-pay at par just under half of its 2017 maturities during the second half of 2016. BXP proactively renegotiated and expanded its unsecured revolving line of credit in July 2013 -- ahead of the prior line's June 2014 expiration - partly to ensure adequate liquidity to handle its large maturities in 2017. BXP increased the capacity on the new line to $1 billion from $750 million and negotiated an expanded $500 million accordion feature as a potential source of additional contingent liquidity, up from $250 million previously. The new line expires in July 2018 -- beyond its 2017 maturity wall. Fitch calculates BXP's leverage by deconsolidating its consolidated joint ventures. Virtually all of the company's pro rata JV debt is nonrecourse to BXP. Although BXP has contributed equity to right-size mortgages at times, it has also been willing to offer deeds in lieu of foreclosure on assets where it feels the value of the assets is permanently impaired below the value of the mortgage. The Feb. 20, 2013 foreclosure sale and subsequent transfer of ownership of Montvale Center in suburban Maryland is a recent example. TENANT INDUSTRY CONCENTRATION RISK The company has a high proportion of financial, legal and government related tenants in its portfolio. Tenants in these segments comprised approximately 28%, 25% and 5% of gross rent, respectively, for a combined total of 58% as of March 31, 2014. Lower trading volumes and increased regulation are key issues that are challenging financial services companies resulting in delayed leasing decisions, at best, and, in many instances, led to reductions in space demand. Legal tenants continue to optimize their space needs and are often shrinking their office footprints when leases expire. Finally, the U.S. Government (BXP's largest tenant at 6.4% of leased square feet) and related government contractors are demanding less space due in large part to the impact of sequestration, particularly in the Washington D.C. metro area. DEVELOPMENT RISK Development is a key component of BXP's strategy and the company has historically allowed its pipeline of projects under construction to become a large percentage of its portfolio on both a relative and absolute basis. For example, the pipeline grew to 20.3% of total undepreciated book assets in 2Q'08, with the unfunded portion representing 11% of total assets. The total estimated investment of BXP's development pipeline was $3.2 billion at March 31, 2014, which represented 14.2% of total assets with the unfunded portion comprising a materially smaller 6.3% of total assets. Fitch would view cautiously a pipeline that grows close to 20% of total assets or approaching 10% of remaining funding, absent significant pre-leasing. BELOW AVERAGE SAME-STORE GROWTH Fitch expects BXP's cash same-store NOI growth to accelerate to the mid-single digits during 2014 compared with 2.6% during 2013. BXP's same-store NOI growth averaged 1.4% between 2007 and 2013, trailing a selected group of office REIT peers by approximately 30 basis points. Fitch attributes the underperformance to outsized exposure to financial services and government related tenants due to the company's portfolio overweights in New York City and Washington, D.C. The company's internal growth has also been held back by elevated levels of leasing concessions that are generally abating and should support stronger cash same store NOI growth in the near-to-medium term. PREFERRED STOCK NOTCHING The two-notch differential between BXP's IDR and its preferred stock rating is consistent with Fitch's criteria for corporate entities with an IDR of 'BBB+'. Based on Fitch's research on 'Treatment and Notching of Hybrids in Nonfinancial Corporate and REIT Credit Analysis,' these preferred securities are deeply subordinated and have loss absorption elements that would likely result in poor recoveries in the event of a corporate default. STABLE RATING OUTLOOK The Stable Outlook reflects Fitch's expectations that fixed-charge coverage and leverage will sustain at the current levels over the next 12-24 months. RATING SENSITIVITIES Fitch expects BXP to continue to pursue a portfolio and balance sheet strategy that is consistent with a 'BBB+' rating. Although upward rating momentum is unlikely, the following factors could collectively or individually result in an upgrade to BXP's ratings and/or Outlook: -- Fitch's expectation of leverage sustaining below 6.0x for several quarters. (leverage was 6.8x for the TTM ended March 31, 2014); -- Fitch's expectation of fixed-charge coverage sustaining above 3.0x for several consecutive quarters (coverage was 2.4x for the TTM ended March 31, 2014); Conversely, the following factors may result in negative momentum in the ratings and/or Outlook: -- Fitch's expectation of net debt to recurring operating EBITDA sustaining above 7.5x; -- Fitch's expectation of fixed-charge coverage sustaining below 2.0x. BUCCANEER ENERGY: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------ The U.S. Trustee for Region 7 on June 10 appointed five creditors of Buccaneer Resources, LLC to serve on the official committee of unsecured creditors. The unsecured creditors' committee is composed of: (1) Kenai Offshore Ventures, L.L.C. Attn: Joel M. Walker, Attorney in Fact Charles E. Harrell, Attorney in Fact Michael E. Clark, Attorney in Fact 15 Hoe Chiang Road #12-05 Tower Fifteen Singapore 089316 Tel. 65 6309 0555 Fax 65 6222 7848 Email: jmwalker@duanemorris.com ceharrell@duanemorris.com meclark@duanemorris.com (2) Archer Drilling, L.L.C. Attn: Tonya Jacobs 10613 W. Sam Houston Pkwy. N., Ste. 600 Houston, TX 77064 Tel. 713-856-4222 Email: tonya.jacobs@archerwell.com (3) Teras Oilfield Support Limited Attn: Joel M. Walker, Attorney in Fact Charles E. Harrell, Attorney in Fact Michael E. Clark, Attorney in Fact 15 Hoe Chiang Road #12-05 Tower Fifteen Singapore 089316 Tel. 65 6309 0555 Fax 65 6222 7848 Email: jmwalker@duanemorris.com ceharrell@duanemorris.com meclark@duanemorris.com (4) Frank's International, L.L.C., Successor in Interest by Merger from Frank's Casing Crew & Rental Tools, Inc. Attn: Brian D. Baird 10260 Westheimer, Suite 700 Houston, TX 77057 Tel. 281-966-7300 Fax 281-558-2980 Email: brian.baird@franksintl.com (5) AIMM Techologies, Inc. Attn: Brooks Bradford or Heather Wallace 801 Texas 146 Texas City, TX 77590 Tel. 409-945-5414 Fax 409-945-6022 Email: brooks@aimmtechnologies.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. CASELLA WASTE: S&P Raises Rating on $325MM Sub. Notes to 'CCC+' --------------------------------------------------------------- Standard & Poor's Ratings Services raised its issue rating Rutland, Vt.-based Casella Waste Systems Inc.'s $325 million subordinated notes to 'CCC+' from 'CCC' and revised its recovery rating on the notes to '5' from '6'. The '5' recovery rating indicates S&P's expectation for modest (10% to 30%) recovery in the event of a payment default. S&P's 'B-' corporate credit rating on the company remains unchanged. The outlook is stable. The ratings on solid waste services company Casella Waste Systems Inc. reflect S&P's assessment of the company's business risk profile as "fair," given its modest scale of operations and average profitability, which are partially offset by its participation in a low-risk, recession-resistant industry. They also reflect S&P's assessment of the financial risk profile as "highly leveraged," as S&P estimates the company had almost $650 million of adjusted debt at its fiscal year-end of April 30, 2014. The ratings also incorporate S&P's use of the comparable rating analysis modifier; S&P assigned a "negative" assessment on this modifier based on a holistic review of the company's stand-alone credit profile. Casella intends to change its fiscal year-end to Dec. 31 from April 30. S&P expects that credit measures will continue to remain highly leveraged during the next year, as it estimates the adjusted debt to EBITDA ratio will be near 6x and free cash flow generation will be neutral by Dec. 31, 2014. S&P adjusts its debt balances upward by roughly $135 million from the reported amount to account for a variety of other debt-like obligations. The company's credit measures deteriorated during fiscal 2013 as weak capacity utilization at some sites and operational inefficiencies pressured profitability. More recently, in fiscal 2014, management has taken a variety of steps to improve the business, such as yielding greater contributions from its landfill sites, focusing on pricing discipline, and divesting underperforming operations. While profit margins have improved, S&P still only expect a neutral level of free cash flow because of high recurring capital expenditures related to landfill development expenses and vehicles, along with growth-related spending pertaining to the installment of a gas treatment system, spending on new contracts, and environmental remediation. S&P could consider raising ratings if the company achieves its goal of being able to generate meaningful free cash flow on a more consistent basis, and if the adjusted debt to EBITDA ratio approaches near 5x for a sustained period. S&P could consider lowering ratings if adverse economic conditions or operational missteps pressure the company's liquidity. RATINGS LIST Casella Waste Systems Inc. Corporate Credit Rating B-/Stable/-- Upgraded; Recovery Ratings Revised To From Casella Waste Systems Inc. $325 Mil. Subordinated Notes CCC+ CCC Recovery Rating 5 6 CBS OUTDOOR: Van Wagner Deal No Impact on Moody's 'Ba3' CFR ----------------------------------------------------------- Moody's says CBS Outdoor Americas, Inc.'s acquisition of outdoor assets from Van Wagner Communications, LLC for $690 million is not expected to impact the Ba3 corporate family rating (CFR). Moody's anticipates the acquisition will be funded with cash on the balance sheet and $640 million in new debt and will close in early 2015. The ratings on the company's bank debt (rated Ba1) and senior unsecured notes (rated B1) could be impacted by the type of debt the company eventually issues to raise the $640 million of anticipated new debt. CBS Outdoor Americas Inc. with its headquarters in New York City is one of the leading owner and operators of advertising structures in the U.S. In July 2014, the company began operating as a real estate investment trust. During the LTM period ending Q1 2014, the company generated revenues of approximately $1.3 billion. CCM MERGER: Moody's Rates $510MM Sr. Secured Credit Facilities B2 ----------------------------------------------------------------- Moody's Investors Service assigned a B2 to CCM Merger, Inc.'s proposed $510 million of senior secured credit facilities comprised of a $20 million revolving credit facility expiring 2019 and a $490 million term loan due 2021. CCM's B3 Corporate Family Rating and B3-PD Probability of Default Rating were affirmed. The outlook is stable. Proceeds from the proposed new term loan B along with $21.2 million of balance sheet cash will be used to refinance CCM's existing $503 million term loan B due 2017 and pay for transaction fees and expenses. The proposed $20 million revolver is expected to be undrawn at closing. Ratings affirmed: Corporate Family Rating, at B3 Probability of Default Rating, at B3-PD $275 million senior unsecured notes due 2019, at Caa2 (LGD5) New ratings assigned: $20 million revolving credit facility expiring 2019, at B2 (LGD3) $490 million term loan due 2021, at B2 (LGD3) Ratings to be withdrawn if/when proposed transaction closes: $20 million revolving credit facility expiring 2016, at B2 (LGD3) $503 million term loan due 2017, at B2 (LGD3) Ratings Rationale CCM's B3 Corporate Family Rating ("CFR") considers the company's small, undiversified operations and high leverage. Pro-forma for the company's proposed bank facilities refinancing, debt/EBITDA is about 7.2 times. Also considered is the Chapter 9 bankruptcy filing by the City of Detroit, Michigan which threatens a reduction in consumer discretionary spending in the Detroit area. Positive rating consideration is given to CCM's good liquidity, which is characterized by positive free cash flow and relaxed maturity profile. CCM does not have any material scheduled debt maturities until 2021 when its term loan matures. Also considered are the favorable characteristics of the Detroit gaming market, including its significant population density as measured by adults per gaming position. The B2 assigned to CCM's proposed $510 million facilities is one notch above the company's CFR. This acknowledges the credit support afforded to the bank facilities by the existing senior unsecured notes. The Caa2 rating on the senior unsecured notes, two-notches below CCM's, reflects the substantial amount of senior debt ahead of these notes in the pro forma capital structure. The stable outlook considers Moody's view that despite the Detroit bankruptcy, CCM will continue to generate positive free cash flow over the next two years that can be applied towards debt reduction -- both through a cash flow sweep mechanism and voluntary debt reduction -- and will reduce debt/EBITDA closer to 7.0 times, Moody's leverage trigger that could result in a negative ratings action. Additionally, while Moody's do not believe meaningful growth in the Detroit gaming market is likely, Moody's do believe the Detroit gaming market will continue to show stability given the limited amount of gaming supply in the market. Also supporting CCM's stable rating outlook is that the owner of CCM, Marion Illitch, a wealthy and prominent business person in the Detroit area, has on more than one occasion provided direct cash equity to support the company. While there is no assurance that Ms. Illitch would provide such support in the future, it is hard to ignore her previous support and/or to suggest this type of support would not be available in the future. Ratings could be lowered if it appears that CCM will not be able to achieve and maintain its debt/EBITDA at or below 7.0 times in the next 12 to 18 month period. Ratings could be raised if the company is able reduce its debt/EBITDA to at or below 5.5 times and maintain a good liquidity profile. The principal methodology used in this rating was the Global Gaming Industry published in June 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CCM Merger Inc., owned by Mrs. Marian Illitch, is a holding company whose operating subsidiary, Detroit Entertainment L.L.C. owns and operates the MotorCity Casino Hotel in Detroit, Michigan --- one of only three commercial casinos that are allowed to operate in Detroit, Michigan. The company generates approximately $490 million of annual net revenue. CIT GROUP: Moody's Reviews Ba3 Unsec. Debt Rating for Downgrade --------------------------------------------------------------- Moody's Investors Service has placed CIT Group Inc's Ba3 senior unsecured debt and senior unsecured bank credit facility ratings on review for possible downgrade. In addition, Moody's affirmed CIT's Ba3 corporate family rating with a stable outlook. The rating actions follow the company's announcement that it has entered into an agreement to acquire OneWest Bank for $3.4 billion. Ratings Rationale The review for possible downgrade of CIT's senior debt ratings is due to the increased structural subordination expected to result from the company's acquisition of OneWest. At closing, CIT estimates that assets in CIT Bank, the company's wholly owned bank subsidiary, will increase to approximately 61% of consolidated assets from 41% as of Q2 2014. The transition of a higher proportion of CIT's earning assets into the bank will result in parent company creditors having weaker earning asset coverage than the bank's creditors -- and Moody's expects this trend will continue. Additionally, the holding company's earnings and assets could be used by the parent to support the bank should it become necessary in the future. A positive aspect of the acquisition- related growth in deposits and shift of earning assets into the bank is that it will further diversify and lower CIT's cost of funding. Moody's affirmation of CIT's Ba3 corporate family rating with a stable outlook is due to the overall credit neutral aspects of the pending acquisition. The acquisition will strengthen CIT's funding profile and provide the bank with additional commercial banking products to enable it to serve cash management and borrowing needs of both existing and new clients. CIT will also have increased regulatory scrutiny because it will cross the $50 billion in assets threshold, requiring that the company adhere to regulators' capital stress testing regime, which Moody's views as an additional credit positive. Offsetting these positives are the risks presented by OneWest's commercial and legacy loan portfolios and the uncertain resilience of its deposit franchise, including to a change in interest rates and competitive pressures. In addition, OneWest's commercial lending business and commercial deposits have both grown very rapidly over the last several years that could indicate a greater risk appetite as it sought to replace legacy asset runoff with new earning assets. The principal methodology used in this rating was Finance Company Global Rating Methodology published in March 2012. OneWest is a privately owned regional bank that operates 73 retail branches in Southern California, with $23 billion in assets and $15 billion in deposits. At closing, which CIT estimates will occur in the first half of 2015 subject to regulatory approvals, CIT Bank will merge into OneWest Bank and retain the CIT Bank name. Combined, CIT is expected to have assets of approximately $67 billion and deposits of approximately $28 billion. CIT Group Inc. is a bank holding company primarily focused on serving the small business and middle market sectors with headquarters in New York City and Livingston, New Jersey. CLOUDEEVA INC: Files for Ch. 11 Amid Lawsuit vs. Merger Partner --------------------------------------------------------------- Cloudeeva, Inc., an IT consulting and staffing services provider, sought bankruptcy protection due to the financial drain brought by a lawsuit against Singaporean corporation Bartronics Asia Pte Ltd. With more than 300 employees in the U.S., the company generated $34.5 million of revenue in the 2013 and $15.7 million of revenue in the first half of 2014. The company estimates revenue of $31 million for the entire 2014. However, the litigation initiated by BAPL in California has been an enormous drain on Cloudeeva's financial resources. Cloudeeva has incurred outside legal fees in excess of $1.2 million litigating the case, as well as arbitration and expert witness fees in excess of $200,000. Cloudeeva is the surviving party to a merger between Systems America Inc., and BAPL's Bartronics America Inc., in 2012. Following the merger, Cloudeeva discovered that the prior management team of BAI that had stayed on to manage and operate Cloudeeva was engaged in a massive accounting fraud and financial mismanagement of the company. The probe revealed that more than $1.3 million had been improperly withdrawn and transferred from Cloudeeva's bank accounts by the company's executives. BAPL in August 2013 filed a lawsuit in the New Jersey Superiour Court against Cloudeeva Chairman and CEO Adesh Tyagi to prevent Tyagi from gaining access to the financial records and bank accounts of Cloudeeva. The court rejected BAPL's request and ordered that Tyagi was the lawful CEO of Cloudeeva and was entitled to full access of the book and records. BAPL re-filed the case in September 2013 in state court in California, seeking the same redress including rescission of the 2102 transaction. This time, BAPL was able to convince the California court to issue a preliminary injunction against Cloudeeva in order to maintain the status quo between the parties pending a final resolution of BAPL's claims. In its cross- complaint, Cloudeeva seeks monetary damages on account of claims for fraud in the 2012 stock exchange agreement ("SEA"), breach of the SEA, conversion of corporate assets, and unfair business practices. As an IT consulting and staffing business, Cloudeeva must pay its employees and consultants before it receives payment for the services the employees render to vendors and customers. As a result of the California lawsuit, the huge financial drain the litigation is having on Cloudeeva's financial resources, and the California court's restrictions on Cloudeeva's ability to borrow, Cloudeeva is now struggling to meet its ongoing payroll obligations. First Day Motions The Debtors on the Petition Date filed motions to, among other things, jointly administer their Chapter 11 cases, extend the deadlines to file their schedules of assets and liabilities, continue their existing cash management system, prohibit utilities from discontinuing service, pay prepetition wages and benefits totaling $1.36 million, and pay prepetition claims of critical vendors. The Debtors want a 30-day extension until Sept. 3, 2014, of the deadline to file their schedules of assets and liabilities and statements of financial affairs. Absent an extension, the schedules and statements will be due Aug. 4, 2014. The Debtors also intend to pay up to $145,000 for claims of foreign vendors. The Debtors are wary that the foreign vendors may sue the Debtors in a foreign court to recover any prepetition amounts owed to them. About Cloudeeva, Inc. Cloudeeva, Inc., a public company previously known as Systems America, Inc., is a global cloud services and technology solutions company specializing in cloud, big data and mobility solutions and services. The company provides information technology staffing services to major clients and third party vendors in the United States and India. The company headquarters are in East Windsor, New Jersey, with regional offices in California, Illinois and international offices in India. Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New Jersey, on July 21, 2014. Cloudeeva estimated assets of at least $10 million and debt of less than $10 million. The company said only $209,000 is owing to its lender Prestige Capital Corp. and more than $5.2 million is owed for trade vendor payables. The cases are assigned to Judge Kathryn C. Ferguson. The Debtors are seeking joint administration of their Chapter 11 cases for procedural purposes. The Debtors have tapped Lowenstein Sandler LLP as counsel, and Kurtzman Carson Consultants LLC as claims and noticing agent. According to the docket, the Debtors' exclusive right to file a plan expires on Nov. 18, 2014. CLOUDEEVA INC: Seeks Approval of Prestige Factoring Agreement ------------------------------------------------------------- Cloudeeva, Inc., and its affiliates are seeking bankruptcy court approval to keep their factoring agreement with Prestige Capital Corp. in order to meet their payroll obligations to employees. Historically, the Debtors did not have any secured debt. However, the California Superior Court on October 15, 2013, in connection with a lawsuit filed by Bartronics Asia Pte Ltd., granted a preliminary injunction prohibiting the Debtors from encumbering any assets of Cloudeeva as collateral for any loan pending the outcome of the litigation. In order to meet operating expenses, the Debtors obtained approval from the California court to factor their receivables on a limited basis. Pursuant to the factoring agreement, Prestige would pay the Debtors 80% of the face value of the accounts sold under the factoring agreement up to a maximum amount of $2 million. Prestige would then hold in reserve the difference between the purchase price for the receivables purchased and the 80% down payment. Provided that there were no outstanding chargebacks or disputes, Prestige would pay the reserve, less any sums due Prestige within five business days of the date on which the accounts were collected. Prestige would earn a fee on each account purchased based on a sliding scale depending on when the account was collected. The obligations due to Prestige are also secured by a lien on the Debtors' accounts, inventory, machinery and equipment and general intangibles. The obligations are further secured by the personal guarantee of Chairman and CEO Adesh Tyagi. The Debtors propose to enter into a factoring agreement postpetition on substantially the same terms as the prepetition factoring agreement. The Debtors have sought alternate financing with which to finance their operations, but have been unable to obtain financing on any other terms due to concerns about the continued viability of the Debtors given the rescission claims asserted by BAPL in the California litigation. Without financing from the factoring of receivables, the Debtors would be unable to meet payroll due Aug. 15 or other necessary operating expenses. About Cloudeeva, Inc. Cloudeeva, Inc., a public company previously known as Systems America, Inc., is a global cloud services and technology solutions company specializing in cloud, big data and mobility solutions and services. The company provides information technology staffing services to major clients and third party vendors in the United States and India. The company headquarters are in East Windsor, New Jersey, with regional offices in California, Illinois and international offices in India. Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New Jersey, on July 21, 2014. Cloudeeva estimated assets of at least $10 million and debt of less than $10 million. The company said only $209,000 is owing to its lender Prestige Capital Corp. and more than $5.2 million is owed for trade vendor payables. The cases are assigned to Judge Kathryn C. Ferguson. The Debtors are seeking joint administration of their Chapter 11 cases for procedural purposes. The Debtors have tapped Lowenstein Sandler LLP as counsel, and Kurtzman Carson Consultants LLC as claims and noticing agent. According to the docket, the Debtors' exclusive right to file a plan expires on Nov. 18, 2014. CLOUDEEVA INC: Proposes to Pay $1.45-Mil. to Critical Vendors ------------------------------------------------------------- Cloudeeva, Inc., and its affiliates are seeking bankruptcy court approval to pay prepetition claims of certain vendors that are critical to operations, up to $1.23 million on an interim basis, and up to $1.45 million on a final basis. The Debtors have determined that 62 of their vendors, who are collectively owed $1.45 million as of the Petition Date, are critical vendors. Fifty-one of the critical vendors, who are owed $905,000 as of the Petition Date, are consulting companies that provide or previously provided consultants to the Debtors for placement on-site with the Debtors' customers. The Debtors will condition the payment of critical vendor claims on the agreement of the individual critical vendor to continue supplying goods and services to the Debtors on terms that are as, or more, favorable to the Debtors as the most favorable trade terms, practices, and programs in effect between the critical vendor and the Debtors in the 12 months prior to the Petition Date. About Cloudeeva, Inc. Cloudeeva, Inc., a public company previously known as Systems America, Inc., is a global cloud services and technology solutions company specializing in cloud, big data and mobility solutions and services. The company provides information technology staffing services to major clients and third party vendors in the United States and India. The company headquarters are in East Windsor, New Jersey, with regional offices in California, Illinois and international offices in India. Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New Jersey, on July 21, 2014. Cloudeeva estimated assets of at least $10 million and debt of less than $10 million. The company said only $209,000 is owing to its lender Prestige Capital Corp. and more than $5.2 million is owed for trade vendor payables. The cases are assigned to Judge Kathryn C. Ferguson. The Debtors are seeking joint administration of their Chapter 11 cases for procedural purposes. The Debtors have tapped Lowenstein Sandler LLP as counsel, and Kurtzman Carson Consultants LLC as claims and noticing agent. According to the docket, the Debtors' exclusive right to file a plan expires on Nov. 18, 2014. CLOUDEEVA INC: Taps KCC as Claims and Noticing Agent ---------------------------------------------------- Cloudeeva, Inc., and its affiliates are seeking bankruptcy court approval to employ Kurtzman Carson Consultants LLC as claims and noticing agent. By appointing KCC as the claims and noticing agent in these Chapter 11 cases, the distribution of notices and the processing of claims will be expedited, and the clerk's office will be relieved of the administrative burden of processing what may be an overwhelming number of claims. Prior to the Petition Date, the Debtors provided KCC with a retainer in the amount of $10,000. According to the services agreement, KCC will charge these rates for consulting services: Discounted Position Hourly Rate -------- ----------- Executive Vice President Waived Director/Senior Managing Consultant $195 Consultant/Senior Consultant $85 to $175 Project Specialist $65 to $110 Technology/Programming Consultant $50 to $90 Clerical $40 to $60 Weekend, holidays and overtime Waived For its noticing services, KCC will waive fees for electronic noticing, but will charge $0.08 per page for facsimile noticing. For claims administration and management, KCC will charge $0.10 per creditor per month for license fee and data storage. For online claims filing (ePOC) services, the firm will waive the fees. James Le, the COO at KCC, attests that KCC is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: KURTZMAN CARSON CONSULTANTS LLC 2335 Alaska Ave. El Segundo, CA 90245 Attn: Drake D. Foster Tel: (310) 823-9000 Fax: (310) 823-9133 E-mail: dfoster@kccllc.com About Cloudeeva, Inc. Cloudeeva, Inc., a public company previously known as Systems America, Inc., is a global cloud services and technology solutions company specializing in cloud, big data and mobility solutions and services. The company provides information technology staffing services to major clients and third party vendors in the United States and India. The company headquarters are in East Windsor, New Jersey, with regional offices in California, Illinois and international offices in India. Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New Jersey, on July 21, 2014. Cloudeeva estimated assets of at least $10 million and debt of less than $10 million. The company said only $209,000 is owing to its lender Prestige Capital Corp. and more than $5.2 million is owed for trade vendor payables. The cases are assigned to Judge Kathryn C. Ferguson. The Debtors are seeking joint administration of their Chapter 11 cases for procedural purposes. The Debtors have tapped Lowenstein Sandler LLP as counsel, and Kurtzman Carson Consultants LLC as claims and noticing agent. According to the docket, the Debtors' exclusive right to file a plan expires on Nov. 18, 2014. COLONIAL BANK: PwC Can't Duck FDIC Negligence Claims Over Fraud --------------------------------------------------------------- Law360 reported that an Alabama federal judge refused to dismiss Federal Deposit Insurance Corp. claims against PricewaterhouseCoopers LLC and another company over alleged failures in their auditing of Colonial Bank, saying the agency didn't need to show it could have anticipated the form that an $899 million mortgage fraud would take. According to the report, U.S. District Judge Keith Watkins said the FDIC had sufficiently pled the claims that auditor negligence enabled double- and triple-pledging by Taylor Bean & Whitaker Mortgage Corp. The case is Federal Deposit Insurance Corporation v. PricewaterhouseCoopers LLP et al., Case No. 2:12-cv-00957 (M.D. Ala.). About The Colonial BancGroup Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking subsidiary. Colonial Bank -- http://www.colonialbank.com/-- operated 354 branches in Florida, Alabama, Georgia, Nevada and Texas with over $26 billion in assets. On Aug. 14, 2009, Colonial Bank was seized by regulators and the Federal Deposit Insurance Corporation was named receiver. The FDIC sold most of the assets to Branch Banking and Trust, Winston-Salem, North Carolina. BB&T acquired $22 billion in assets and assumed $20 billion in deposits of the Bank. The Colonial BancGroup filed for Chapter 11 bankruptcy protection (Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009. W. Clark Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV, Esq., at Parker Hudson Rainer & Dobbs LLP, serve as counsel to the Debtor. The Debtor disclosed $45 million in total assets and $380 million in total liabilities as of the Petition Date. In September 2009, an Official Committee of Unsecured Creditors was formed consisting of three members, Fine Geddie & Associates, The Bank of New York Trust Company, N.A., and U.S. Bank National Association. Burr & Forman LLP and Schulte Roth & Zabel LLP serve as co-counsel for the Committee. Colonial Brokerage, a wholly owned subsidiary of Colonial BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy Court in the Middle District of Alabama in June 2010. Susan S. DePaola serves as Chapter 7 trustee. COMPLETE CHILD: Case Summary & 18 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: The Complete Child, Inc. dba Young Scholars Academy 5815 Tutt Center Point Colorado Springs, CO 80922 Case No.: 14-20014 Chapter 11 Petition Date: July 22, 2014 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Howard R Tallman Debtor's Counsel: Jeffrey S. Brinen, Esq. KUTNER BRINEN GARBER, P.C. 1660 Lincoln St., Ste. 1850 Denver, CO 80264 Tel: 303-832-2400 Email: jsb@kutnerlaw.com Total Assets: $3.06 million Total Liabilities: $2.68 million The petition was signed by Jane Germano, president. A list of the Debtor's 18 largest unsecured creditors is available for free at http://bankrupt.com/misc/cob14-20014.pdf COMPRESSCO PARTNERS: Moody's Rates $350MM Sr. Unsecured Notes B2 ---------------------------------------------------------------- Moody's Investors Service assigned first time ratings to Compressco Partners, L.P., including a B1 Corporate Family Rating (CFR), a B2 rating to its proposed offering of $350 million senior unsecured notes due 2022, and a SGL-3 Speculative Grade Liquidity Rating. The rating outlook is stable. The proceeds will be used to partially fund the $825 million acquisition of Compressor Systems, Inc. (CSI). Compressco's assigned ratings are contingent upon prior or simultaneous funding of the remaining sources of proceeds for the CSI acquisition, including successfully raising at least $400 million of equity proceeds, and the simultaneous closing of the CSI acquisition with the proposed notes offering. Moody's ratings are subject to review of all final documentation. "Compressco's announcement of its strategic acquisition of CSI will make it one of the largest compression companies in the US," commented Amol Joshi, Moody's Vice President. "As the company integrates CSI's significantly larger asset base, which is expected to triple pro forma EBITDA, the company will face execution risk over the near term." Rating Assignments: $350 Million Senior Unsecured Notes due in 2022, Rated B2 (LGD 5) Corporate Family Rating of B1 Probability of Default Rating of B1-PD Speculative Grade Liquidity rating of SGL-3 Outlook is stable Ratings Rationale Compressco's B1 Corporate Family Rating (CFR) reflects the company's strong pro forma market position, in combination with CSI, as one of the leading providers of compression services, the pro forma company's highly complementary asset base combining Compressco's over 4,000 compressors averaging 46 HP with CSI's over 2,200 compressors averaging 381 HP, the cross-selling potential that comes with a larger customer base and potential expansion opportunities, especially in non-overlapping international jurisdictions. The CSI acquisition positions Compressco to compete in size with similar service providers including Exterran Partners, L.P. (Ba3 stable). While the rating is supported by the combined company's relatively stable cash flows underpinned by services that enhance oil & gas production and recoverable reserves, it also reflects the potential volatility of new unit sales (representing roughly 30% and 10% of the combined company's revenues and EBITDA, respectively) and its dependence on commodity prices. The rating considers the structural risks inherent in the MLP business model characterized by an acquisitive growth strategy and distribution pay-outs. Moody's expect debt leverage to remain moderate due to EBITDA growth, and the company is targeting leverage below 4x and distribution coverage at roughly 1.2x. The B2 senior unsecured note rating reflects the size of the senior secured revolver's potential priority claim relative to the senior unsecured notes, which results in the notes being rated one notch beneath the B1 CFR under Moody's Loss Given Default (LGD) Methodology. Moody's believe that the B2 rating is more appropriate for the notes than the rating suggested by the Moody's LGD Methodology. However, if the borrowing base is increased in the future without corresponding increases in senior unsecured debt, then Compressco's notes rating could be downgraded to two notches beneath the CFR because of the increasing proportion of secured debt relative to unsecured debt in the capital structure. Compressco's debt obligations are non-recourse to its general partner, Tetra Technologies, Inc. (not rated), and are therefore, evaluated on a standalone basis in terms of Moody's LGD analysis. Compressco's SGL-3 Speculative Grade Liquidity Rating reflects adequate liquidity over the next 12-18 months. Combined with equity issuance of roughly $400 million, Compressco will apply proceeds from this high yield offering and revolver borrowings to fund CSI's acquisition. Pro forma for the funding of the CSI acquisition, the company is expected to have approximately $10 million of cash and over $240 million available under its revolving credit facility, providing sufficient liquidity to fund growth capex and distribution pay-outs through mid-2015. The credit facility allows for additional future commitments up to $150 million subject to compliance with the financial covenants below, providing further potential liquidity. Compressco's senior secured revolving credit facility is subject to financial covenants inclusive of a maximum allowed Total Debt/EBITDA ratio (as defined in the Credit Agreement) of 5.0x (after stepdown). Compressco is also required to maintain a Total Secured Debt/EBITDA ratio of not greater than 4.0x and a minimum interest coverage ratio (EBITDA/Cash Interest Expense) of 3.0x. The company should have sufficient head room under the covenants through mid-2015 based on current capital spending plans. There are no debt maturities until 2019 when the credit facility expires. Compressco has limited other sources of liquidity, given that its assets are fully encumbered. Compressco's rating outlook is stable, reflective of its growth potential and strengthening business conditions that should support cash flows. Compressco's ratings are not likely to be upgraded in the near- term as the company integrates CSI's significantly larger asset base into its existing operations. Compressco's ratings could be considered for an upgrade upon successful integration of CSI's assets, while growing EBITDA above $200 million and managing its leverage below 4x with a distribution coverage ratio above 1.2x. Compressco's ratings could be downgraded should leverage exceed 5x or if its distribution coverage ratio falls below 1x on a sustained basis. The principal methodology used in this rating was the Global Oilfield Services Rating Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Compressco is a publicly traded master limited partnership (MLP) providing primarily compression-based production enhancement services, and is headquartered in Oklahoma City, OK. CONAGRA FOODS: Fitch Rates Subordinated Notes 'BB+' --------------------------------------------------- Fitch Ratings has assigned a 'BBB-' rating to ConAgra Foods, Inc.'s $550 million senior unsecured floating rate notes (FRNs) due in July 2016. The company intends to use the net proceeds for general corporate purposes, including the repayment of commercial paper (CP), which was $585.7 million at July 18, 2014, and other debt. Concurrently, ConAgra has announced a tender offer for up to $500 million aggregate principal of certain notes, expiring on Aug. 15, 2014, unless extended or terminated. This debt issuance is not conditioned on successful consummation of the tender offer. ConAgra's rating Outlook is Stable. The notes will be issued under the company's indenture dated Oct. 8, 1990. The new notes will rank equal to the company's existing senior unsecured indebtedness. The indenture contains limitations on secured indebtedness and certain sale/leaseback transactions; however, there are no financial covenants or other restrictive covenants. The notes contain a Change of Control Offer. Upon the occurrence of both a Change of Control and rating downgrades below investment grade, unless ConAgra has exercised its right to redeem the notes, the company will be required to make an offer to purchase the notes at a price equal to 101% of the aggregate principal amount plus accrued and unpaid interest to the date of purchase. Key Rating Drivers Private-Label Scale: ConAgra is one of the largest packaged food companies in North America, with nearly $18 billion annual net sales. In addition to a sizeable branded food presence, ConAgra should benefit over the long term from greater private-label scale, as $4.2 billion annual sales makes it the largest private- label food producer in the U.S. ConAgra intends to capitalize on the favorable trends in private-label growth over the long term. However, the company's private label margins have recently deteriorated substantially as a result of ConAgra taking significant pricing concessions to retain volumes after service and execution issues. The company has stated that the issues are resolved and volumes should improve throughout 2015. Profitability should also improve as ConAgra laps the pricing concessions in the fiscal second half of 2015 and cost synergies begin to accelerate. Nonetheless, profitability in this segment will be below Fitch's and the company's original expectations over the next few years. Post-Acquisition Leverage High: ConAgra's ratings reflect the company's elevated leverage following the Jan. 29, 2013 primarily debt-financed acquisition of Ralcorp for $6.8 billion, including assumed debt. To finance the acquisition, ConAgra utilized approximately $550 million cash, a $1.5 billion term loan, net proceeds from $3.975 billion new notes, and $269 million from the company's equity offering. The company's progress toward debt reduction and continued commitment to deleverage, free cash flow (FCF) generation, ample liquidity, and the strength of this strategic combination in the long term support the ratings. Debt Reduction Achievable: ConAgra is prioritizing its FCF to repay approximately $2 billion of debt since the Ralcorp deal closed through fiscal 2015, including the utilization of most of the $530 million Ardent Mills joint venture net proceeds. ConAgra contributed its flour milling business in exchange for a 44% equity interest in Ardent Mills in June 2014. ConAgra completed $600 million debt reduction in fiscal 2014, mostly from FCF of more than $500 million. Including approximately $400 million debt reduction in fiscal 2013, ConAgra is approximately half way toward its debt reduction goal, which should be achievable. Fitch estimates ConAgra's FCF at approximately $600 million this fiscal year based on the lower end of the company's guidance for $1.6 billion to $1.7 billion cash flow from operations. ConAgra also plans to maintain its current dividend and keep share repurchases and acquisitions very modest so the focus remains on debt reduction. Expectations for Declining Leverage: Current leverage remains high for the rating level due weak operating performance in the newly acquired private label business as well as in some of ConAgra's core brands including Healthy Choice, Orville Redenbacher and Chef-Boyardee. Total debt to EBITDA was 4.1x for fiscal year ended May 25, 2014, operating EBITDA to gross interest expense was 5.6x, and funds from operations (FFO) adjusted leverage was 5.2x. Fitch estimates that ConAgra's leverage (total debt to EBITDA) should decline to the low 3x level by the end of fiscal 2015 through a combination of debt reduction and EBITDA improvement. Consumer Foods' Gradual Recovery: The ratings and Outlook factor in gradual improvement in Consumer Foods' operating performance in fiscal 2015. The company is counting on volume improvement in its larger brands along with expansion in faster growing channels and its small international business. The shift to heavier merchandising is ConAgra's short-term strategy for dealing with the highly promotional environment, particularly in frozen foods and canned pasta. However, Fitch and ConAgra are in agreement that, over the long term, brand health is best supported by advertising and innovation. Ralcorp Synergies Achievable: Annual pre-tax cost savings of $300 million by the end of fiscal 2017 will be driven by supply chain and other efficiencies. The company expects cost savings to accelerate in fiscal 2015. The savings seem achievable based on other industry transactions. However, the cost to achieve the synergies typically outweighs the benefits initially. Adequate Liquidity, Manageable Maturities: ConAgra maintains an undrawn $1.5 billion revolving credit facility expiring Sept. 14, 2018 that provides backup to its commercial paper (CP) program. The company had $137 million CP outstanding and $183 million cash at May 25, 2014. Also at fiscal 2014 year end, ConAgra had $900 million outstanding on its term loan which matures Jan. 29, 2018. Subsequent to the fiscal 2014 year end, the company repaid the outstanding balance on the term loan and terminated the term loan. The revolving credit facility requires ConAgra to repay borrowings if consolidated debt exceeds 70% of consolidated capital during the first four quarters commencing January 29, 2014, then 65% thereafter, or if the company's fixed charge coverage ratio is less than 1.75x on a rolling four quarter basis. After giving effect to today's FRN issuance, ConAgra's upcoming long-term debt maturities primarily consist of $1 billion due in fiscal 2016 and $550 million due in fiscal 2017. Rating Sensitivities Future developments that may, individually or collectively, lead to a negative rating action include: -- If ConAgra's planned leverage reduction falters significantly, which could occur due to shortfalls in earnings/cash flow due to lack of resolving the private label and core brand issues, such that leverage (total debt-to-operating EBITDA) remains at or above the mid-3.0x range. Future developments that may, individually or collectively, lead to a positive rating action include: -- A positive rating action is not anticipated in the near to intermediate term. Beyond this timeframe, a positive rating action could be supported by substantial and growing FCF generation potentially after the private brands and core brand issues are resolved, along with leverage consistently in the mid-2x range. -- Maintenance of conservative financial policies, such as publicly stating that the company's financial strategies no longer include large acquisitions that require substantial debt financing, could also support an upgrade. Fitch rates ConAgra and its subsidiary, Ralcorp Holdings, Inc. (Ralcorp) as follows: ConAgra Foods, Inc. -- Long-term Issuer Default Rating (IDR) 'BBB-'; -- Senior unsecured notes 'BBB-'; -- Bank credit facility 'BBB-'; -- Subordinated notes 'BB+'; -- Short-term IDR 'F3'; -- Commercial paper 'F3'. Ralcorp Holdings, Inc. -- Long-term IDR 'BBB-'; -- Senior unsecured notes 'BBB-'. The Rating Outlook is Stable. CORNERSTONE HOMES: July 31 Hearing on Bid to Sell 2 NY Properties ----------------------------------------------------------------- The Bankruptcy Court will convene a hearing on July 31, 2014, at 9:00 a.m., to consider two motions filed by Michael H. Arnold, Chapter 11 Trustee for Cornerstone Properties, Inc., seeking authorization to sell the estate's interest in: (1) a real property located at 595 Filkins Road, Town of Arcadia, Wayne County, New York; (2) a real property located at 8783 Brown Road, Arkport, Town of Almond, Allegany County, New York. According to the trustee, the Wayne County property consists of approximately one acre, with a single family residence. The property was listed through a realtor, and the estate has received an offer of $99,000 minus a 5% concession for a sale price of $94,050. The property is subject to a mortgage lien held by Lyons National Bank, which has agreed to accept $85,000 to release that lien. After realtors fees and other closing costs, the sale of the Wayne County property will result in a minimal net recovery to the estate, however, the estate will benefit by removing this non- producing property from its inventory, will eliminate the continuing expenses related to carrying it, and will reduce the total balance owed to Lyons National Bank. The trustee also seeks authorization to pay attorney's fee to the attorney for the trustee, Place & Arnold, in the amount of $500, and a realtor's commission to Carol Verbridge, Nothnagle Realtors in the amount of $5,643. In a separate filing, the trustee says the Allegany County property consists of approximately 3 acres, with a mobile home. There is an addition annexed to the mobile home, however, the two structures have separated, the interior has been severely damaged throughout, and the property is presently uninhabitable. The estate has received a non-contingent cash offer of $7,500. There are no known liens against the property. The buyer will pay for any required survey and all recording costs. The trustee also seeks to pay an attorney's fee to Place & Arnold, in the amount of $500. No realtor was involved in bringing about the sale. About Cornerstone Homes Cornerstone Homes Inc. is based in Corning, New York and is engaged in the business of buying, selling and leasing single family homes in the State of New York, with such properties primarily located in the South Central and South Western portions of the State. Cornerstone Homes Inc., filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester alongside a reorganization plan already accepted by 96 percent of unsecured creditors' claims. The Debtor disclosed assets of $18,561,028 and liabilities of $36,248,526. Four secured lenders with $21.8 million in claims are to be paid in full under the plan. Unsecured creditors -- chiefly noteholders with $14.5 million in claims -- will have a 7 percent recovery. Judge Paul R. Warren presides over the case. Curtiss Alan Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in Rochester, N.Y., serve as the Debtor's counsel. The Debtor has tapped GAR Associates to appraise a selection of its properties to support the Debtor's liquidation analysis. The Official Committee of Unsecured Creditors is represented by Gregory J. Mascitti, Esq., at LeClairRyan PC. The Committee retained Getzler Henrich & Associates LLC as financial advisor. Cornerstone Homes Inc. delivered to the Bankruptcy Court a First Amended Plan of Reorganization and explanatory Disclosure Statement on Jan. 3, 2014. The Amended Plan supersedes the Plan Cornerstone prepared prior to filing for bankruptcy. The Debtor intends to liquidate properties over a period of time, so as to achieve maximum recovery for the creditors while avoiding a deleterious affect on the housing market. The Plan provides for a distribution of $1 million as an Unsecured Distribution Amount. Owner David Fleet will pledge up to $1 million to fund distributions under the Plan. It also provides for the distribution of the stock in the Reorganized Debtor to holders of Allowed Unsecured Noteholder Claims under Class 5. The Class 5 Claimants are expected to receive 7% plus distribution of stock on the Distribution Date. The Claimants are impaired and entitled to vote on the Plan. No hearing was slated to consider the Amended Plan documents. Instead, the Court accepted the request of the Committee to appoint a Chapter 11 trustee to replace management. The Court approved the appointment of Michael H. Arnold, Esq., as Chapter 11 trustee. He is represented by his law firm, Place and Arnold as his counsel. CRUMBS BAKE SHOP: Lemonis Fischer to Acquire Company's Business --------------------------------------------------------------- Crumbs Bake Shop, Inc., has entered into an asset purchase agreement through which Lemonis Fischer Acquisition Company, LLC, a joint venture created by Marcus Lemonis LLC and Fischer Enterprises, L.L.C., will acquire the Crumbs' business as part of the Company's filing of voluntary Chapter 11 petitions in the United States Bankruptcy Court for the District of New Jersey. Lemonis Fischer Acquisition Company, which provided pre-petition secured financing to Crumbs, has also committed to provide debtor- in-possession financing to the Company, subject to court approval. The agreement with Lemonis Fischer Acquisition Company comprises the initial stalking horse bid in the Court-supervised auction process under Section 363 of the Bankruptcy Code. Under the terms of the Asset Purchase Agreement, Lemonis Fischer Acquisition Company would acquire substantially all of Crumbs' assets. The Company hopes to complete the sale process in approximately 60 days, pending receipt of the necessary approvals from the Bankruptcy Court. "We are very pleased to have reached this agreement with Lemonis and Fischer, after carefully evaluating opportunities to strengthen Crumbs' financial position, in order to ensure a strong future for the Crumbs brand and business," said Edward M. Slezak, Crumbs chief executive officer and general counsel. "The steps we are taking today will allow us to continue to execute our business strategy, expand our licensing business and position ourselves to move toward a franchise store model. We remain saddened that we were forced to cease operations before this agreement was reached, but we strongly believe that pursuing this sale through the chapter 11 process is ultimately in the best interest of the Company and its stakeholders." "I truly believe in the Crumbs brand and am excited to help the Company enter into a new chapter in its history," said Marcus Lemonis, host of CNBC's The Profit series and CEO of Camping World and Good Sam Enterprises. "I think there is tremendous opportunity to expand the Crumbs offering, build on the Company's growth strategy and to leverage the synergies between Crumbs and other companies in my and the Fischers' portfolio, such as Dippin' Dots ice cream, Doc Popcorn, Wicked Good Cupcakes, Little Miss Muffin, Betty Lou's snacks, a host of gluten-free baked goods, Matt?s Cookies, Pie King, Key West Key Lime Pies, Mr. Green Tea Ice Cream, Sweet Pete's Candy and Coffee of Grace (Grace Hightower De Niro), as well as a new exciting product from an episode of the upcoming fall season of CNBC's The Profit." "Fischer Enterprises is excited to partner with Marcus Lemonis in the next phase of its evolving relationship with Crumbs," said Scott Fischer, C.O.O., Fischer Enterprises. "We strongly feel that the team we've put together has the business experience and industry know-how to improve Crumb's product mix, broaden its consumer appeal and make the Company a profitable business concern going forward." Lemonis Fischer Acquisition Company and Crumbs will evaluate the retail strategy with the goal of reopening select locations or opening new locations in the future. Additionally, Mr. Slezak will remain with the Company throughout the process in order to ensure a smooth emergence and transition. As previously communicated, Crumbs had historically implemented a retail expansion strategy that was ultimately proven unsustainable. In the past year, the company had begun shifting its growth strategy to focus on licensing and franchising opportunities and has been successful in signing new licensees for its baked goods, as well as new products including Crumbs branded bake mix, bakeware, coffee and gourmet popcorn. While Crumbs has made tremendous progress in expanding its distribution channels and avenues for growth in recent months, the Board of Directors and management ultimately decided to pursue a sale of the business through the chapter 11 process in order to give Crumbs the flexibility to focus on new opportunities for the benefit of the business and its stakeholders. Loan Assignment On July 10, 2014, the Senior Secured Loan and Security Agreement dated as of Jan. 20, 2014, by and among Fischer Enterprises, L.L.C., Crumbs Holdings LLC, Crumbs Bake Shop, Inc., and the outstanding obligations under the Notes issued pursuant thereto, were assigned by Fischer pursuant to an Assignment of Loan and Loan Documents to Lemonis Fischer Acquisition Company, LLC. In connection therewith, the Company and Lemonis Fischer Acquisition entered into a First Amendment to Senior Secured Loan and Security Agreement and the Company entered into an Amended and Restated Note in favor of the Lemonis Fischer Acquisition, each dated July 10, 2014. Pursuant to the Amendment, Lemonis Fischer Acquisition made an additional term loan to the Company in the original principal amount of $317,000, which was disbursed in a single advance on July 10, 2014. The Amended Note is an amendment and restatement of Original Notes (the outstanding balances of which on July 10, 2014, were $3,603,736 and $1,593,509 respectively) and consolidated the debt of the Original Notes and the Tranche III Loan. The principal amount of the Amended Note is $5,514,245, which note will accrue interest at 7% per annum. All outstanding principal and accrued but unpaid interest will be due on Oct. 8, 2014. The Amendment also provided for a forbearance by Lemonis Fischer Acquisition of all existing Events of Default under the Original Loan Agreement, and an agreement to forbear so long as (i) the Company and certain of its subsidiaries commence Chapter 11 bankruptcy proceedings in the United States Bankruptcy Court for the District of New Jersey on or before July 11, 2014, (ii) the Bankruptcy Court enters an order in the Bankruptcy Proceeding approving a debtor in possession loan by Lemonis Fischer Acquisition to the Debtors in an amount not to exceed $1,133,000, pursuant to a Superpriority Debtor-in-Possession Credit and Security Agreement in form and substances satisfactory to Lemonis Fischer Acquisition on or before July 25, 2014, and (iii) execution and delivery by the Debtors to Lemonis Fischer Acquisition of the DIP Credit Agreement and related security agreements pursuant to the DIP Order on or before the Termination Date. NASDAQ Delisting On July 10, 2014, The NASDAQ Stock Market filed a Form 25 NSE with the Securities and Exchange Commission removing the common stock from listing and registration on Nasdaq. As previously disclosed by the Company, Nasdaq notified the Company that it would be suspending the trading of the common stock effective at the opening of business on July 1, 2014. The Company's common stock was delisted from Nasdaq as a result of the Company's failure to meet the standards for listing as set for in Nasdaq Listing Rule 5500(b). Since its delisting from Nasdaq, the Company's units, warrants and common stock have been quoted on the OTC Pink Marketplace under the trading symbols "CRMBU", "CRMBW" and "CRMB", respectively. Interested parties can access additional information about the Company's Chapter 11 filing and sale process at http://cases.primeclerk.com/crumbs. Glass Ratner is serving as Crumbs' financial advisor and the law firm Cole, Schotz, Meisel, Forman & Leonard P.A. is serving as Crumbs' legal advisor. Crumbs Bake Shop, Inc., and 22 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. N.J. Lead Case No. 14- 24287) on July 11, 2014. John D. Ireland signed the petitions as chief financial officer. Crumbs Bake Shop estimated assets of $10 million to $50 million and the same range of liabilities. Cole, Schotz, Meisel, Forman & Leonard, P.A., acts as the Debtors' counsel. Prime Clerk LLC is the Debtors' claims and noticing agent. Judge Michael B. Kaplan oversees the jointly administered cases. CRUMBS BAKE SHOP: Reynolds Reports 6.33% Equity Stake ----------------------------------------------------- W Noah Reynolds disclosed in a Schedule 13G filing with the Securities and Exchange Commission that he may be deemed to beneficially own 800,000 shares or 6.33% of the common stock of Crumbs Bake Shop, Inc. This is based on the 12,469,073 Common Shares and 234,000 Preferred Shares reported on the Company's Form 10-Q as of March 31, 2014. About Crumbs Bake Shop Crumbs Bake Shop, Inc. (OTCBB: CRMB), a New York-based cupcake specialty store chain, and 22 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. N.J. Lead Case No. 14-24287) on July 11, 2014. John D. Ireland signed the petitions as chief financial officer. Crumbs Bake Shop estimated assets of $10 million to $50 million and the same range of liabilities. Cole, Schotz, Meisel, Forman & Leonard, P.A., acts as the Debtors' counsel. Glass Ratner is serving as Crumbs' financial advisor. Prime Clerk LLC is the Debtors' claims and noticing agent. Judge Michael B. Kaplan oversees the jointly administered cases. On July 7, 2014, the Board of Directors of Crumbs Bake Shop determined to cease operations effective immediately. The Board's determination was made after the Company lacked sufficient liquidity to maintain current operations. On the petition date, Crumbs entered into an Asset Purchase Agreement through which Lemonis Fischer Acquisition Company, LLC, a joint venture created by Marcus Lemonis LLC and Fischer Enterprises, L.L.C., will acquire the Crumbs' business as part of the Company's Chapter 11 filing. The Company hopes to complete the sale process in approximately 60 days, pending receipt of the necessary approvals from the Bankruptcy Court. Lemonis Fischer Acquisition is represented by Louis Price, Esq., at McAfee & Taft PC. CSM BAKERY: Moody's Affirms B2 Corp. Family Rating; Outlook Neg. ---------------------------------------------------------------- Moody's Investors Service, Inc. affirmed the B2 Corporate Family Rating (CFR) of CSM Bakery Solutions Limited ("CSM Limited", formerly CSM Bakery Supplies Limited), and affirmed the subsidiary debt instrument ratings on its proposal to expand its senior secured term loans by $313 million to partially fund a one-time cash distribution to the equity sponsor. The ratings outlook was changed to negative from stable. CSM Bakery Solutions LLC ("CSM LLC", formerly CSM Bakery Supplies LLC), the US operating subsidiary of CSM Limited and borrower under the loan facilities plans to increase the size of its $693 million first-lien term loan to $850 million and its $150 million second-lien term loan to $306 million to fund a portion of a EUR300 million (approximately $425 million) dividend. The remaining portion of the dividend will be funded through cash on hand and a small short-term draw from its asset based revolving credit facility (not rated). The ratings affirmation reflects Moody's expectation that while the proposed recapitalization will result in high leverage -- proforma debt/EBITDA will to rise to approximately 6.8x from about 5.3x -- leverage should decline comfortably below 6.0x within a year, barring any unforeseen operational challenges. The negative outlook reflects the lack of a proven operating track record under the new management team and an apparent shift to a more aggressive financial policy than Moody's anticipated when the equity sponsors (Rhone Capital and affiliates) purchased the company about a year ago. "The proposed debt-financed dividend will add about a turn-and-a - half of leverage to a business that was already highly leveraged based on its low-margins and limited operating history as a stand- alone entity," commented Brian Weddington, a Moody's Senior Credit Officer. "However, free cash flow should be adequate to restore credit metrics within Moody's 18-month rating horizon," added Mr. Weddington. Rating Rationale The B2 CFR reflects CSM Limited's high financial leverage, thin profit margins, limited operating history as a stand-alone company and aggressive financial policy. These negative factors are balanced against Moody's expectation of relatively stable operating performance, positive free cash flow generation, and some scope for modest earnings improvements driven by cost savings initiatives and favorable sales mix. The ratings also reflect CSM Limited's leading position in the narrowly-defined premium bakery supplies market, especially in the company's core U.S. and Europe regions. Moody's took the following rating actions: Ratings affirmed: CSM Bakery Solutions Limited Corporate Family Rating at B2; Probability of Default Rating at B2-PD; CSM Bakery Solutions LLC Senior secured first-lien term loan at B1 LGD3; Senior secured second-lien term loan at B3 LGD5. The rating outlook is negative. The rating on the first-lien debt is rated one notch above the CFR reflecting first-lien creditors' senior position in right of payment ahead of at least $306 million of proposed second-lien secured debt instruments and around $450 million of unsecured pension liabilities and non-priority payables. The rating on the second-lien debt is rated one-notch below the CFR reflecting the instruments' effective subordination to about $1 billion of first- lien debt instruments (including an unrated $150 million asset- backed revolver). The first- and second-lien term loans are guaranteed by CSM Bakery Solutions Limited, its holding company (Mill UK Holdings 5 Limited) and certain subsidiaries. The outlook could be changed back to stable from negative if CSM Limited sustains stable operating performance and moderates its financial policy. A rating downgrade is possible if operational challenges or aggressive financial policy deteriorates financial metrics or liquidity. Quantitatively, if debt/EBITDA is sustained above 6.0x a downgrade could occur. Given CSM LLC's relatively limited operating history as a standalone entity, a rating upgrade is unlikely in the near term. However an upgrade could occur if the company is able to reduce and sustain debt/EBITDA below 4.75x and significantly improve EBITA margins. CSM Bakery Solutions Limited produces and distributes bakery products and ingredients for artisan and industrial bakeries, and for in-store and out-of-home markets, mainly in Europe and North America. The company supplies customers with finished or semi- finished products and bakery ingredients. In fiscal 2013, CSM Limited generated net sales of approximately $3.5 billion. The company is owned and controlled by investment funds associated with Rh"ne Capital. In July 2013, affiliates of Rh"ne Capital purchased CSM Bakery Supplies from Netherlands-based CSM NV for an enterprise value of EUR 1,050 million. The principal methodology used in this rating was the Global Packaged Goods published in June 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. DETROIT, MI: Hedge Funds Bet $745M on Kilpatrick Debt ----------------------------------------------------- Nathan Bomey, writing for The Detroit Free Press, reported that several hedge funds are betting they can profit from Detroit's bankruptcy, snapping up more than $750 million of the city's distressed debt. According to the report, a court filing shows that Panning Capital Management bought $219 million, Aurelius Capital Management picked up $194 million, Bronze Gable got $158 million, Monarch Alternative Capital purchased $147 million and Stone Lion Capital Partners acquired $32 million. About City of 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. The Hon. Steven Rhodes oversees the bankruptcy case. 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. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. DETROIT, MI: Rapped for Disclosing Sensitive Creditor Docs ---------------------------------------------------------- Law360 reported that Detroit's bankruptcy judge ordered the city to reimburse $10,000 that a bond insurer and restructuring plan opponent spent corralling confidential documents the city inadvertently leaked to other creditors. According to Law360, U.S. Bankruptcy Judge Steven Rhodes determined that Assured Guaranty Municipal Corp., a creditor that has insured or reinsured $2.24 billion in Detroit municipal bonds, was entitled to less than a quarter of the $45,000 it had requested in connection with a successful motion compelling the city to claw back a document production. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that, in a hearing reserved for individuals who aren't represented by lawyers, Judge Rhodes got an earful from the city's citizens, retirees, and city workers regarding their treatment under the proposed municipal debt-adjustment plan. The city's public workers, retirees and bondholders finished voting on July 11 on the debt of adjustment, Steven Church, writing for Bloomberg News, reported. Reuters, citing voting results filed in court, reported on July 22 that the city's workers and retirees voted in favor of the plan. Only four classes of Detroit creditors, including limited-tax general obligation bonds and pension debt, voted to reject the plan, while six accepted it, Reuters related. Because Detroit's debt-adjustment plan failed to win universal acceptance from creditors, the city will be forced to use the so-called cramdown process, Mr. Rochelle said. Holders of about $2.4 billion in certificates of participation issued by Financial Guaranty Insurance Co. were unanimous in opposition to the plan, Mr. Rochelle related. The 27-day confirmation hearing for approval of the plan begins Aug. 14, Mr. Rochelle said. About City of 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. The Hon. Steven Rhodes oversees the bankruptcy case. 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. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. DIAMONDBACK ENERGY: Moody's Hikes Corp. Family Rating to B2 ----------------------------------------------------------- Moody's Investors Service upgraded Diamondback Energy, Inc.'s Corporate Family Rating (CFR) to B2 from B3, Probability of Default Rating (PDR) to B2-PDR from B3-PDR, and its senior unsecured note rating to B3 from Caa1. At the same time, the rating outlook was changed to positive from stable. The Speculative Grade Liquidity Rating was affirmed at SGL-2. "The upgrade and positive outlook reflect the significant increase in Diamondback's production, reserves and cash flows since Moody's initial rating assignment in September 2013 and Moody's expectation of continued growth through 2015 from an accelerated horizontal drilling program," commented Sajjad Alam, Moody's AVP/Analyst. "Diamondback's credit profile has benefited from two accretive acquisitions in 2014, backed by significant equity issuances, and the successful initial public offering of Viper Energy Partners (VEP), which is 92% owned by Diamondback and has a current market capitalization of about $2.5 billion." Issuer: Diamondback Energy, Inc. Upgraded: Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD Senior Unsecured Rating, Upgraded to B3 from Caa1 Affirmed: Speculative Grade Liquidity Rating, Affirmed SGL-2 Outlook Action: Changed outlook to positive from stable Ratings Rationale Diamondback's B2 CFR reflects its Permian Basin focused growing E&P operations that will consume significant amount of capital and generate negative free cash flow through 2015. Diamondback plans to add two more horizontal rigs in early 2015 and one additional rig in mid-2015 to accelerate its current five-rig horizontal drilling program. The CFR is supported by the company's strong cash margins from an oil-weighted production platform, deep drilling inventory in the prolific Midland Basin featuring stacked pay zones and predictable geology, high degree of operational control, and significant alternative liquidity through its ownership interest in VEP. The company announced a $538 million acquisition on July 21, 2014 that will add approximately 2,200 boe of daily production, 5.2 million boe of proved reserves and 13,000 net acres to its existing Permian Basin footprint further strengthening its position in the region. The company has also launched an equity offering to fund the acquisition that could raise up to $480 million. The balance of the purchase price will likely be financed with cash and revolver borrowings. Diamondback should have good liquidity through 2015, which is reflected in Moody's SGL-2 Speculative Grade Liquidity Rating. Pro forma for the proposed equity offering and the acquisition, the company will have about $250 million of available borrowing capacity under its revolving credit line as of March 31, 2014. The borrowing base is expected to grow in tandem with reserves. Therefore, future funding gaps can be bridged with revolver drawings. There should be sufficient headroom under the financial covenants governing the credit facility to provide continued access through 2015. Diamondback's unsecured notes are rated B3, one notch below the B2 CFR given the significant size of the priority claim senior secured revolving credit facility in the liability structure. The revolver has first-lien claims to substantially all of Diamondback's assets, and the $350 million borrowing base is expected to remain unchanged post the acquisition and the note issue. The positive outlook assumes that production and operating cash flows will continue to show strong growth through 2015 improving leverage metrics. An upgrade could be considered if Diamondback can raise production near 30,000 boe per day while maintaining the debt to average daily production ratio under $35,000 pre boe. A negative rating action is unlikely in 2014, but could be triggered by a leveraging transaction or weak liquidity. Moody's could downgrade the CFR if the debt to average daily production ratio rises above 45,000 per boe. The principal methodology used in this rating was the Global Independent Exploration and Production Industry Methodology published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Based in Midland, Texas, Diamondback Energy, Inc. is an oil and gas exploration and production company with primary focus on the Wolfberry play of the Permian Basin in West Texas. DOLAN CO: Gets Court Approval to Remove Lawsuits Until Oct. 19 -------------------------------------------------------------- U.S. Bankruptcy Judge Brendan Shannon has given The Dolan Co. until October 19 to file notices of removal of lawsuits involving the company and its affiliated debtors. About The Dolan Company Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its subsidiaries provide professional services and business information to the legal, financial and real estate sectors. The Dolan Company and several affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to 14-10637) on March 23, 2014. The Company has said it expects to emerge from bankruptcy within two months. Judge Brendan L. Shannon oversees the cases. Marc Kieselstein, P.C., Jeffrey D. Pawlitz, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis LLP, serve as the Debtors' counsel. Timothy P. Cairns, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Kevin Nystrom serves as the Company's chief restructuring officer. Faegre Baker Daniels LLP serves as the Debtors' special counsel; Peter J. Solomon Company serves as financial advisors; and Kurtzman Carson Consultants, LLC, serves s noticing and balloting agent. Deloitte Tax LLP serves as tax advisors. Zolfo Cooper LLC also serves as advisors. Dolan listed $236.2 million in total assets and $185.9 million in total debts at Sept. 30, 2013. The petitions were signed by Vicki J. Duncomb, authorized signatory. Global investment management firm T. Rowe Price Associates, Inc., owns nearly 10% of the company's stock, while James Dolan owns 6.8%. Dolan's e-discovery business, DiscoverReady LLC, did not file a chapter 11 petition and its operations will not be affected by the chapter 11 process. On March 18, 2014, Dolan and its lenders and certain of its swap counterparties executed a restructuring support agreement that sets forth the material terms of the chapter 11 restructuring and secures the support of the secured creditors for that process. In accordance with the RSA, the Company commenced solicitation for votes on the chapter 11 plan from secured creditors, the only parties entitled to vote under the plan of reorganization. The chapter 11 plan contemplates that the secured lenders will become the owner of DiscoverReady and The Dolan Company upon the completion of the restructuring process and each business will be operated as separate and distinct entities. Investment funds managed by Bayside Capital, Inc. will become the majority owner of DiscoverReady and The Dolan Company. Bayside Capital is an affiliate of H.I.G. Capital, a global private investment firm with more than $15 billion of equity capital under management. The chapter 11 plan process will allow the filing subsidiaries of the Company to deleverage its capital structure by reducing its projected secured debt obligations from approximately $170 million to approximately $50 million. The RSA also secures support from the lenders to refinance DiscoverReady's capital structure with a $10 million unfunded secured revolving facility. The existing preferred and common shares will be cancelled and will not receive a recovery in the chapter 11 plan. After emergence from bankruptcy, both The Dolan Company and DiscoverReady LLC will be privately held companies. The lenders are to provide a $10 million DIP loan to fund the cash needs of the Company and DiscoverReady through the reorganization process. Bayside Capital is represented in the case by Akin Gump Strauss Hauer & Feld LLP's Michael S. Stamer, Esq., and Sarah Link Schultz, Esq. An Official Committee of Equity Security Holders is represented by Neil B. Glassman, Esq., GianClaudio Finizio, Esq., and Justin R. Alberto, Esq., at Bayard, P.A., in Wilmington, Delaware; Robert J. Stark, Esq., at Brown Rudnick LLP, in New York; and Steven B. Levine, Esq., at Brown Rudnick LLP, in Boston, Massachusetts. The Debtors have filed a request to disband the Equity Committee, given the "hopeless insolvency" of their estates. Dolan Company and its subsidiaries on June 12 disclosed that they have emerged from chapter 11 only 81 days after voluntarily filing for bankruptcy protection. As previously announced, the United States Bankruptcy Court for the District of Delaware confirmed the Company's plan of reorganization on June 9, 2014. DOLAN CO: Settles Dispute With Nantahala Over Stock Acquisition --------------------------------------------------------------- The Dolan Co. received court approval for a deal that would resolve a dispute over the acquisition of stock by clients of Nantahala Capital Management, LLC. Almost four months ago, certain Nantahala clients acquired from the company 1.5 million shares of common stock as well as 129,825 shares of preferred stock. In April, after the companies failed to resolve their dispute over whether or not the acquisition violated a prior court order which approved a procedure for the transfer of Dolan stock, Nantahala filed a motion in which it sought confirmation that the acquisition complied with the court order. To settle their dispute, Dolan agreed to "retroactively waive" the application of the provisions of the stock transfer procedure to Nantahala with respect to the acquisition by its clients of 34,930 shares of preferred stock. The agreement also requires Dolan to pay $35,000 to Nantahala. The payment does not represent payment to Nantahala on account of any interest in the Dolan stock but is attributable to the companies' "mutual desire to avoid the added cost and expense of fully litigating the issues raised," according to the agreement. A full-text copy of the settlement agreement is available without charge at http://is.gd/g4PaOa About The Dolan Company Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its subsidiaries provide professional services and business information to the legal, financial and real estate sectors. The Dolan Company and several affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to 14-10637) on March 23, 2014. The Company has said it expects to emerge from bankruptcy within two months. Judge Brendan L. Shannon oversees the cases. Marc Kieselstein, P.C., Jeffrey D. Pawlitz, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis LLP, serve as the Debtors' counsel. Timothy P. Cairns, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Kevin Nystrom serves as the Company's chief restructuring officer. Faegre Baker Daniels LLP serves as the Debtors' special counsel; Peter J. Solomon Company serves as financial advisors; and Kurtzman Carson Consultants, LLC, serves s noticing and balloting agent. Deloitte Tax LLP serves as tax advisors. Zolfo Cooper LLC also serves as advisors. Dolan listed $236.2 million in total assets and $185.9 million in total debts at Sept. 30, 2013. The petitions were signed by Vicki J. Duncomb, authorized signatory. Global investment management firm T. Rowe Price Associates, Inc., owns nearly 10% of the company's stock, while James Dolan owns 6.8%. Dolan's e-discovery business, DiscoverReady LLC, did not file a chapter 11 petition and its operations will not be affected by the chapter 11 process. On March 18, 2014, Dolan and its lenders and certain of its swap counterparties executed a restructuring support agreement that sets forth the material terms of the chapter 11 restructuring and secures the support of the secured creditors for that process. In accordance with the RSA, the Company commenced solicitation for votes on the chapter 11 plan from secured creditors, the only parties entitled to vote under the plan of reorganization. The chapter 11 plan contemplates that the secured lenders will become the owner of DiscoverReady and The Dolan Company upon the completion of the restructuring process and each business will be operated as separate and distinct entities. Investment funds managed by Bayside Capital, Inc. will become the majority owner of DiscoverReady and The Dolan Company. Bayside Capital is an affiliate of H.I.G. Capital, a global private investment firm with more than $15 billion of equity capital under management. The chapter 11 plan process will allow the filing subsidiaries of the Company to deleverage its capital structure by reducing its projected secured debt obligations from approximately $170 million to approximately $50 million. The RSA also secures support from the lenders to refinance DiscoverReady's capital structure with a $10 million unfunded secured revolving facility. The existing preferred and common shares will be cancelled and will not receive a recovery in the chapter 11 plan. After emergence from bankruptcy, both The Dolan Company and DiscoverReady LLC will be privately held companies. The lenders are to provide a $10 million DIP loan to fund the cash needs of the Company and DiscoverReady through the reorganization process. Bayside Capital is represented in the case by Akin Gump Strauss Hauer & Feld LLP's Michael S. Stamer, Esq., and Sarah Link Schultz, Esq. An Official Committee of Equity Security Holders is represented by Neil B. Glassman, Esq., GianClaudio Finizio, Esq., and Justin R. Alberto, Esq., at Bayard, P.A., in Wilmington, Delaware; Robert J. Stark, Esq., at Brown Rudnick LLP, in New York; and Steven B. Levine, Esq., at Brown Rudnick LLP, in Boston, Massachusetts. The Debtors have filed a request to disband the Equity Committee, given the "hopeless insolvency" of their estates. Dolan Company and its subsidiaries on June 12 disclosed that they have emerged from chapter 11 only 81 days after voluntarily filing for bankruptcy protection. As previously announced, the United States Bankruptcy Court for the District of Delaware confirmed the Company's plan of reorganization on June 9, 2014. DOLAN CO: Court Orders Reallocation of Proceeds from Equity Trust ----------------------------------------------------------------- U.S. Bankruptcy Judge Brendan Shannon granted the motion of Nantahala Capital Management to reallocate the proceeds from a trust to holders of common stock and preferred stock of The Dolan Co. Pursuant to the court order, the proceeds of Dolan's assets held in the trust will be allocated as follows: (i) 33.33% will be allocated pro rata to holders of the preferred stock as of the effective date of Dolan's restructuring plan; and (ii) 66.67% will be allocated pro rata to holders of the common stock as of the effective date. The trust will pay Nantahala $50,000 in cash as reimbursement for a portion of its legal fees and expenses incurred in connection with the motion. About The Dolan Company Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its subsidiaries provide professional services and business information to the legal, financial and real estate sectors. The Dolan Company and several affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to 14-10637) on March 23, 2014. The Company has said it expects to emerge from bankruptcy within two months. Judge Brendan L. Shannon oversees the cases. Marc Kieselstein, P.C., Jeffrey D. Pawlitz, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis LLP, serve as the Debtors' counsel. Timothy P. Cairns, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Kevin Nystrom serves as the Company's chief restructuring officer. Faegre Baker Daniels LLP serves as the Debtors' special counsel; Peter J. Solomon Company serves as financial advisors; and Kurtzman Carson Consultants, LLC, serves s noticing and balloting agent. Deloitte Tax LLP serves as tax advisors. Zolfo Cooper LLC also serves as advisors. Dolan listed $236.2 million in total assets and $185.9 million in total debts at Sept. 30, 2013. The petitions were signed by Vicki J. Duncomb, authorized signatory. Global investment management firm T. Rowe Price Associates, Inc., owns nearly 10% of the company's stock, while James Dolan owns 6.8%. Dolan's e-discovery business, DiscoverReady LLC, did not file a chapter 11 petition and its operations will not be affected by the chapter 11 process. On March 18, 2014, Dolan and its lenders and certain of its swap counterparties executed a restructuring support agreement that sets forth the material terms of the chapter 11 restructuring and secures the support of the secured creditors for that process. In accordance with the RSA, the Company commenced solicitation for votes on the chapter 11 plan from secured creditors, the only parties entitled to vote under the plan of reorganization. The chapter 11 plan contemplates that the secured lenders will become the owner of DiscoverReady and The Dolan Company upon the completion of the restructuring process and each business will be operated as separate and distinct entities. Investment funds managed by Bayside Capital, Inc. will become the majority owner of DiscoverReady and The Dolan Company. Bayside Capital is an affiliate of H.I.G. Capital, a global private investment firm with more than $15 billion of equity capital under management. The chapter 11 plan process will allow the filing subsidiaries of the Company to deleverage its capital structure by reducing its projected secured debt obligations from approximately $170 million to approximately $50 million. The RSA also secures support from the lenders to refinance DiscoverReady's capital structure with a $10 million unfunded secured revolving facility. The existing preferred and common shares will be cancelled and will not receive a recovery in the chapter 11 plan. After emergence from bankruptcy, both The Dolan Company and DiscoverReady LLC will be privately held companies. The lenders are to provide a $10 million DIP loan to fund the cash needs of the Company and DiscoverReady through the reorganization process. Bayside Capital is represented in the case by Akin Gump Strauss Hauer & Feld LLP's Michael S. Stamer, Esq., and Sarah Link Schultz, Esq. An Official Committee of Equity Security Holders is represented by Neil B. Glassman, Esq., GianClaudio Finizio, Esq., and Justin R. Alberto, Esq., at Bayard, P.A., in Wilmington, Delaware; Robert J. Stark, Esq., at Brown Rudnick LLP, in New York; and Steven B. Levine, Esq., at Brown Rudnick LLP, in Boston, Massachusetts. The Debtors have filed a request to disband the Equity Committee, given the "hopeless insolvency" of their estates. Dolan Company and its subsidiaries on June 12 disclosed that they have emerged from chapter 11 only 81 days after voluntarily filing for bankruptcy protection. As previously announced, the United States Bankruptcy Court for the District of Delaware confirmed the Company's plan of reorganization on June 9, 2014. ELBIT IMAGING: Unit's Debt Restructuring Plan Declared Effective ---------------------------------------------------------------- Elbit Imaging Ltd. said that Plaza Centers N.V. has announced that following the Dutch Court approving Plaza's restructuring plan on July 9, 2014, Plaza has received confirmation that the decision of the Court has become irrevocable and, as a result, the date of July 18, 2014, is the "Effective Date" as defined in the Plan on which the Plan becomes binding and effective. As a consequence of the confirmation decision becoming final, Plaza's suspension of payment proceedings, which commenced on Nov. 18, 2013, has come to an end and Plaza has successfully emerged from the reorganization proceedings. Accordingly, the administrator appointed by the Court to manage the affairs of Plaza alongside its existing management is no longer in office and Plaza's management has resumed full control of the business. About Elbit Imaging Ltd. Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) hold investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Since February 2013, Elbit has intensively endeavored to come to an arrangement with its creditors. Elbit has said it has been hanging by a thread for more than five months. It has encountered cash flow difficulties and this burdens its day to day activities, and it certainly cannot make the necessary investments to improve its assets. In light of the arrangement proceedings, and according to the demands of most of the bondholders, as well as an agreement that was signed on March 19, 2013, between Elbit and the Trustees of six out of eight series of bonds, Elbit is prohibited, inter alia, from paying off its debts to the financial creditors - - and as a result a petition to liquidate Elbit was filed, and Bank Hapoalim has declared its debts immediately payable, threatening to realize pledges that were given to the Bank on material assets of the Company -- and Elbit undertook not to sell material assets of the Company and not to perform any transaction that is not during its ordinary course of business without giving an advance notice to the trustees. Accountant Rony Elroy has been appointed as expert for examining the debt arrangement in the Company. In July 2013, Elbit Imaging's controlling shareholders, Europe- Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel Aviv District Court has appointed Adv. Giroa Erdinast as a receiver with regards to the ordinary shares of the Company held by Europe Israel securing Europe Israel's obligations under its loan agreement with Bank Hapoalim B.M. The judgment stated that the Receiver is not authorized to sell the Company's shares at this stage. Following a request of Europe-Israel, the Court also delayed any action to be taken with regards to the sale of those shares for a period of 60 days. Europe Israel and Mr. Zisser have also notified the Company that they utterly reject the Bank's claims and intend to appeal the Court's ruling. Elbit Imaging reported a loss of NIS1.56 billion on NIS360.59 million of total revenues for the year ended Dec. 31, 2013, as compared with a loss of NIS483.98 million on NIS418.48 million of total revenues in 2012. The Company's balance sheet at Dec. 31, 2013, showed NIS4.56 billion in total assets, NIS4.97 billion in total liabilities and a NIS408.63 million shareholders' deficit. Brightman Almagor Zohar & Co., a member firm of Deloitte Touche Tohmatsu, in Tel-Aviv, Israel, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. ENERGY FUTURE: 2nd Lien Settlement Expiration Date Extended ----------------------------------------------------------- Energy Future Intermediate Holding Company LLC, a wholly-owned subsidiary of Energy Future Holdings Corp., and EFIH Finance Inc. on July 21 disclosed that the expiration date of its previously announced offer to purchase EFIH Second Lien Notes for cash as a voluntary settlement with respect to the Issuer's obligations under the EFIH Second Lien Notes has been extended to 5:00 p.m., New York City time, on July 25, 2014. Other than the extension of the Expiration Date, the terms of the Offer are unchanged. The EFIH Second Lien Settlement is open to all holders of the Issuer's 11% Senior Secured Second Lien Notes due 2021 and 11.750% Senior Secured Second Lien Notes due 2022. As of 5:00 p.m., New York City time, on July 18, 2014, approximately $162 million of EFIH Second Lien Notes (approximately 8% of the outstanding EFIH Second Lien Notes) had been tendered in the Offer. In addition, pursuant to the Restructuring Support and Lock-Up Agreement, dated April 28, 2014 (as amended), to which the Issuer is a party, certain holders holding, in the aggregate, approximately $760 million of EFIH Second Lien Notes (approximately 35% of the outstanding EFIH Second Lien Notes) have agreed to the EFIH Second Lien Settlement on the terms provided in such agreement. Epiq Systems is serving as the Offer Agent and Depositary Agent, and may be contacted by telephone at (646) 282-2500 or toll free at (866) 734-9393 or by email at tabulation@epiqsystems.com (please reference "EFIH Second Lien Offer" in the subject line). About Energy Future Holdings fka TXU Corp. Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4 billion in book value and total liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. ESTATE FINANCIAL: Gets Court Nod to Sell Interest in Tract 2162 --------------------------------------------------------------- The Bankruptcy Court authorized Thomas P. Jeremiassen, the chapter 11 trustee for Estate Financial, Inc., to: 1) sell interests in real property (Tract 2162, Phases 2-6, Lakeview Drive, Paso Robles, California) free and clear of liens or interests; 2) pay closing costs including brokerage commissions; 3) reimburse prepetition and postpetition advances; and 4) dispose or distribute balance of proceeds. The EFI Trustee is represented by: Robert B. Orgel, Esq. Samuel R. Maizel, Esq. Jeffrey L. Kandel, Esq. PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., 13th Floor Los Angeles, CA 90067-4003 Tel: (310) 300-2027 Fax: (310) 201-0760 E-mail: jkandel@pszjlaw.com About Estate Financial Estate Financial, Inc. -- http://www.estatefinancial.com/-- was a license real estate brokerage firm since the later 1980's. EFI solicited funding for, and arranged and made, loans secured by various real property. EFI also was the sole manager of Estate Financial Mortgage Fund LLC, which was organized for the purpose of investing in and funding loans originated by EFI which were secured by first deeds of trust encumbering commercial and real estate located primarily in California and has been funding such mortgage loans since 2002. Five creditors of EFI filed an involuntary Chapter 11 petition against the real estate broker on June 25, 2008 (Bankr. C.D. Calif. Case No. 08-11457). EFI consented to the bankruptcy petition on July 16, 2008. Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and William C. Beall, Esq., at Beall and Burkhardt, represented the Debtor as counsel. A Chapter 11 trustee, Thomas P. Jeremiassen, was appointed by the Court on July 23, 2008. Robyn B. Sokol, Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner, represent the official committee of unsecured creditors as counsel. In its schedules, Estate Financial disclosed total assets of $27,428,550, and total debts of $7,316,755. EWGS INTERMEDIARY: First Amended Liquidation Plan Confirmed ----------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware on July 22, 2014, issued a findings of fact, conclusions of law, and order confirming the first amended Chapter 11 plan of liquidation of EWGS Intermediary, LLC, and Edwin Watts Golf Shops, LLC. All objections, including the objection raised by ACE Property and Casualty Insurance Company, pertaining to Confirmation that have not been withdrawn, waived or settled are overruled. In its objection, ACE complained that the Plan could be construed to allow the Plan Administrator to unilaterally amend the insurance policies without the consent of the ACE Companies or extend the coverage periods of the policies even if they may have expired in accordance with their terms after the Petition Date. To address ACE's objection, Judge Walrath ruled that nothing in the Plan or the Confirmation Order will prejudice any of the rights, claims or defenses of ACE Property and Casualty Insurance Company under any insurance policies under which the Debtors, the estates, or the Plan Administrator seeks coverage. Separately, the Debtors obtained authority from the Bankruptcy Court to sell their rights to payments to which they may be entitled pursuant to a class action interchange litigation free and clear of all liens, claims and encumbrances to Cascade Settlement Services, LLC. About EWGS Intermediary EWGS Intermediary and Edwin Watts Golf Shops, which operate as an integrated, multi-channel retailer, offering brand name golf equipment, apparel and accessories, filed for Chapter 11 protection on Nov. 4, 2013 (Bankr. D. Del. Lead Case No. 13-12876). They are represented by Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg LLP, in Wilmington, Delaware. The Debtors tapped Bayshore Partners LLC as their investment banker, FTI Consulting, LLC, as their financial advisors, and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. PNC Bank, National Association, the DIP Agent, is represented by Regina Stango Kelbon, Esq., at Blank Rome LLP, in Wilmington, Delaware. Lawrence C. Gottlieb, Esq., Jay R. Indyke, Esq., Brent Weisenberg, Esq., at Cooley LLP, serve as lead counsel to the Official Committee of Unsecured Creditors. Michael J. Merchant, Esq., Christopher M. Samis, Esq., and William A. Romanowies, Esq., at Richards, Layton & Finger, P.A. serve as Delaware counsel. The Committee hired PricewaterhouseCoopers LLP as its financial adviser. The Debtors said total assets are greater than $100 million. In its schedules, EWGS Intermediary disclosed $0 in assets and $77,801,784 in total liabilities. Hilco Merchant Resources, a unit of Hilco Global, on Dec. 5, 2013, disclosed that it has completed a $40 million deal to purchase all the assets of golf retail brand Edwin Watts, in partnership with GWNE, Inc., an affiliate of Worldwide Golf Shops. The transaction was approved by the bankruptcy court and closed on Dec. 5. EXIDE TECHNOLOGIES: Committee Balks at Bid for Extra DIP Loan ------------------------------------------------------------- Law360 reported that the Official Committee of Unsecured Creditors in Exide Technologies Inc.'s Chapter 11 case object to the battery maker's request for $65 million in additional debtor-in-possession financing, arguing that it shouldn't be connected to a Chapter 11 plan support agreement with a group of noteholders that hasn't been shared with unsecured creditors. Law360 related that, chiefly, unsecured creditors don't want to see the financing tied in any way to Exide striking a Chapter 11 plan support agreement with an unofficial committee of senior secured noteholders, which also holds the majority of the debtor's $500 million original DIP package, because the document has yet to be entered into the court record, shared with the creditors committee, or even referenced in the motion for the additional financing. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that the Committee also complained that the fees -- $5.5 million, which represents about 7.7% of the funds being advanced - - associated with the additional financing appear "extremely high" when compared with the benefits provided. The $674 million of 8.625 percent first-lien notes due 2018 last traded on July 14 for 52.65 cents on the dollar, the Bloomberg report said, citing Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. 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. Exide 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. 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. Schnader Harrison Segal & Lewis LLP was tapped as special counsel. 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. Geosyntec Consultants was tapped as environmental consultants to the Committee. Robert J. Keach of the law firm Bernstein Shur as fee examiner has been appointed as fee examiner. He has hired his own firm as counsel. F&H ACQUISITION: Seeks 3 More Months to Propose Chapter 11 Plan --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the former owner of Fox & Hound, Champps and Bailey's Sports Grille casual dining restaurants, is seeking an additional 90 days to craft a Chapter 11 plan. According to the report, if U.S. Bankruptcy Judge Kevin Gross agrees to Fox & Hound's second extension request at an Aug. 11 hearing, the new deadline will be Oct. 13. As required by a global settlement approved along with the sale, the company and the creditors' committee are discussing an appropriate exit mechanism, whether through confirmation of a liquidating plan, conversion or a structured dismissal, the report said, citing court papers filed July 10. About F & H Acquisition Corp. Wichita, Kansas-based F & H Acquisition Corp., et al., owners of the Fox & Hound, Champps, and Bailey's Sports Grille casual dining restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets. As of the bankruptcy filing, the Debtors have 101 restaurants located in 27 states and 6,000 employees. Sales decreased by approximately 9 percent over the past two years. The Debtors also experienced significant inflation in commodity prices, energy prices and labor costs. F&H estimated assets in excess of $100 million. According to a court filing, outstanding debt obligations total $119 million, including $68.4 million owing on a first-lien loan with General Electric Capital Corp. as agent. The $11.2 million second-lien obligation has Cerberus Business Finance LLC as agent. Unsecured trade suppliers and landlords are owed $11.2 million. F & H Acquisition Corp., disclosed $122,115,200 in assets and $122,579,631 in liabilities as of the Chapter 11 filing. The senior lenders are to provide $9.6 million in financing for the bankruptcy, with $3.5 million on an interim basis. The parent holding company, F&H Acquisition Corp., is based in Wichita, Kansas. The Debtors have tapped Adam Friedman, Esq., at Olshan Frome Wolosky LLP, in New York; and Robert S. Brady, Esq., Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, as counsel; Imperial Capital LLC as financial advisor; and Epiq Bankruptcy Solutions as claims and noticing agent. The U.S. Trustee has appointed seven members to an official committee of unsecured creditors. The Official Committee of Unsecured Creditors is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Delaware; and Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Los Angeles, California. FISHERS CONFERENCE: Files Bankruptcy to Avoid Foreclosure --------------------------------------------------------- Fishers Conference Center, LLC, which owns the Fishers Banquet & Conference Center, filed for Chapter 11 bankruptcy (Bankr. S.D. Ind. Case No. 14-06677) on July 17, 2014, listing under $1 million in both assets and liabilities according to its petition available at http://bankrupt.com/misc/insb14-06677.pdf Thomas Jay Curts, Esq., at Coots, Henke & Wheeler, P.C., serves as bankruptcy counsel. Fishers Conference Center filed for bankruptcy to avoid a sheriff's sale scheduled that day. According to the Indianapolis Business Journal, Dan Kincaid said his family is working to resolve a "technical" default on Fishers Conference Center's $1.5 million mortgage. Mr. Kincaid said the issue relates to a personal guarantee his father, Donald, made for the loan before he died in 2008. IBJ reported in June 2014 that First Financial Bank filed a foreclosure lawsuit in November, claiming Fishers Conference Center had defaulted on its loan. In April 2014, Hamilton Superior Judge Steve Nation awarded the bank a $1.3 million summary judgment. After the summary judgment, the property was set for sheriff's sale. Mr. Kincaid said a separate entity, Fishers Hospitality Group LLC, operates the venue and is not affected by the dispute, according to the report. Mr. Kincaid is president of sister firm Kincaid Realty Associates. FREEDOM INDUSTRIES: Asks Court to Approve AIG Insurance Accord -------------------------------------------------------------- Freedom Industries, Inc.'s bankruptcy filing was a result of an incident on January 9, 2014, involving one of its storage tanks at its Charleston facility. Facts surrounding the incident are subject to pending investigations. Numerous lawsuits were filed against Freedom because of the incident, giving rise to various types of claims including from governmental agencies. Some creditors and claimants have already inquired about the nature and extent of Freedom's insurance. On the date of the incident, Freedom maintained two insurance policies that provide coverage for pollution legal liability: (a) a commercial general liability and pollution legal liability policy issued by AIG Specialty Insurance Company; and (b) a commercial excess policy also issued by AIG Specialty. The combined limits of liability under both policies applicable to the incident are $3,000,000, with a deductible of $25,000. Payment of defense costs erodes the limits of liability. Payment of emergency response costs within 72 hours of the commencement of the incident would also erode the $3,000,000 limits of liability. The excess policy has additional coverages for crisis response and crisis management expenses, with separate and distinct limits of liability totaling $300,000. Following the incident, Freedom retained a public relations firm, Abernathy MacGregor. The Abernathy invoices fall within the crisis response/crisis management limits of liability, but there are no other expenses incurred by Freedom that are payable from the crisis response/crisis management limits. Mark E. Freedlander, Esq., at McGuirewoods LLP, in Pittsburg, Pennsylvania, relates that Freedom requested that AIG Specialty tender the limits of the policies for these reasons: (a) competing claims asserted against Freedom as a result of the incident are highly varied and would almost certainly exhaust the limits of the policies; (b) Freedom has already incurred substantial defense costs and emergency response costs that would be payable under the terms of the policies; (c) other potential insureds, including employees Gary Southern and Dennis Farrell, have been sued or may be sued as a result of the incident and have or may request defense and indemnity under the policies; (d) without the oversight of the Bankruptcy Court, it is likely that the payment of defense and other costs will substantially and quickly erode the limits of the policies; and (e) Freedom's bankruptcy estate has limited resources and would be impacted by the erosion of the policy limits. AIG Specialty disputes the propriety of Freedom's demand at this stage because the substantial majority of the claims remain disputed, contingent and unliquidated. AIG Specialty has also reserved its rights as to certain coverage defenses that would potentially apply to claims related to the incident. Notwithstanding, AIG Specialty has advised Freedom that it is prepared to compromise its position pursuant to a settlement agreement, key terms of which include: (a) Freedom will sell and AIG Specialty will purchase the excess policy free and clear of all interests pursuant to Section 363 of the Bankruptcy Code for $3,000,000 less any amounts AIG Specialty has paid under the policies. (b) AIG Specialty will pay the invoice submitted by Abernathy for public relations services rendered in connection with the incident prior to the date of Freedom's Chapter 11 petition. (c) AIG Specialty will continue to insure Freedom under the primary policy for losses unrelated to the incident up to an aggregate limit of $1,000,000. Accordingly, Freedom seeks the Court's authority to effectuate the settlement agreement with AIG Specialty. In connection with the sale, Freedom intends to hold the settlement amount in a segregated account. Freedom is represented by: Stephen L. Thompson, Esq. J. Nicholas Barth, Esq. BARTH & THOMPSON P.O. Box 129 Charleston, WV 25321 Telephone: (304) 342-7111 Facsimile: (304) 342-6215 - and - Mark E. Freedlander, Esq. MCGUIREWOODS LLP 625 Liberty Avenue, 23rd Floor Pittsburgh, PA 15222 Telephone: (412) 667-6000 Facsimile: (412) 667-6050 About Freedom Industries Freedom Industries Inc., is engaged principally in the business of producing specialty chemicals for the mining, steel and cement industries. The Debtor operates two production facilities located in (a) Nitro, West Virginia; and (b) Charleston, West Virginia. The company, connected to a chemical spill that tainted the water supply in West Virginia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan. 17, 2014. The case is assigned to Judge Ronald G. Pearson. The petition was signed by Gary Southern, president. The Debtor is represented by Mark E Freedlander, Esq., at McGuire Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson, Esq., at Barth & Thompson, in Charleston, West Virginia. On Dec. 31, 2013, four companies merged under the umbrella of Freedom Industries: Freedom Industries Inc., Etowah River Terminal LLC, Poca Blending LLC and Crete Technologies LLC. As reported in the Troubled Company Reporter on Feb. 20, 2014, Kate White, writing for The Charleston Gazette, reported that the Debtor disclosed $16 million in assets and $6 million in liabilities when it filed for bankruptcy. On Feb. 5, 2014, the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Frost Brown Todd LLC as counsel. On March 18, the Bankruptcy Court approved the hiring of Mark Welch at MorrisAnderson in Chicago as Freedom's chief restructuring officer. FURNITURE BRANDS: To Suspend SEC Reporting After Effective Date --------------------------------------------------------------- FBI Wind Down, Inc., formerly known as Furniture Brands International, Inc. intends to file a Form 15 with the Securities and Exchange Commission to terminate and suspend reporting requirements related to its common stock under the Securities Exchange Act of 1934, as amended, following the Effective Date of its bankruptcy plan. As reported by the Troubled Company Reporter, FBI Wind on July 14, 2014, won confirmation of its Second Amended Joint Plan of Liquidation as filed with the Bankruptcy Court on July 9. The effective date of the Plan has yet to be determined. PURSUANT TO THE TERMS OF THE PLAN, ALL OF THE COMPANY'S EXISTING EQUITY INTERESTS, CONSISTING OF AUTHORIZED AND OUTSTANDING SHARES OF COMMON STOCK, WILL BE DEEMED CANCELLED UPON THE EFFECTIVE DATE, AND THE COMPANY'S SHAREHOLDERS WILL NOT RECEIVE OR RETAIN ANY DISTRIBUTION OR OTHER PROPERTY ON ACCOUNT OF THEIR SHARES. AS OF THE DATE OF THE CONFIRMATION ORDER, THERE WERE 7,940,054 SHARES OF THE COMPANY'S COMMON STOCK OUTSTANDING. The Plan provides for the appointment of a Liquidating Trustee to administer the Plan and the Liquidating Trust. The Liquidating Trustee will also serve as a representative of the Debtors' estates for the purpose of enforcing causes of action belonging to the Estates. In addition, among other things, the Liquidating Trustee will (i) administer, and make all payments required pursuant to, the settlements by and among the Debtors, the Pension Benefit Guaranty Corporation and the Creditors' Committee, as set forth in the previously disclosed settlement agreement dated March 31, 2014 among such parties and (ii) take such actions as are necessary and reasonable to carry out the purposes of the Liquidating Trust, including winding down the Debtors' business affairs. Other than Administrative Expense Claims, Adequate Protection Claims and Priority Tax Claims, the claims and interests in the Debtors are divided into 17 classes. The Plan generally provides for payment in full, in cash, to holders of Allowed Class 1 Priority Non-Tax Claims and Allowed Class 2 Secured Tax Claims. Holders of Allowed Class 3 Other Secured Claims are generally entitled to either cash or the collateral securing such claims, in all cases in full satisfaction of any such claims. Holders of Allowed Classes 4A-4F General Unsecured Claims are generally entitled to distributions of their pro rata share of the applicable Debtors' net distributable assets, as described in the Plan. The Plan generally provides that each holder of Allowed Classes 5A-5F Convenience Claims is entitled to receive cash in an amount equal to a specified percentage of the amount of such holder's claims. Holders of Class 6 Subordinated Securities Claims and Class 7 Equity Interests in Debtors will not receive or retain any property under the Plan on account of such claims. A copy of the Second Amended Joint Plan of Liquidation of FBI Wind Down, Inc. and its Subsidiaries Under Chapter 11 of the Bankruptcy Code, is available at http://is.gd/uHunpi A copy of the Confirmation Order is available at http://is.gd/ryOGZx About Furniture Brands Furniture Brands International (NYSE:FBN) -- http://www.furniturebrands.com-- engaged 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. Its brands include Thomasville, Broyhill, Lane, Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture, Maitland-Smith and LaBarge. The balance sheet at June 29, 2013, showed $546.73 million in total assets against $550.13 million in total liabilities. 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. The official creditor's committee is comprised of the Pension Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers. The Committee tapped Blank Rome LLP as co-counsel, Hahn & Hessen LLP as lead counsel, BDO Consulting as financial advisor, and Houlihan Lokey Capital, Inc., as investment banker. In November 2013, Furniture Brands won bankruptcy court approval to sell the business to KPS Capital Partners LP for $280 million. Private-equity investor KPS formed a new company named Heritage Home Group LLC to operate the business. Furniture Brands changed its name to FBI Wind Down, Inc., following the sale. GENCO SHIPPING: P. Georgiopoulos Owns Less Than 1% Equity Stake --------------------------------------------------------------- Peter C. Georgiopoulos disclosed in an amended Schedule 13D filed with the U.S. Securities and Exchange Commission that as of July 9, 2014, he beneficially owned 419,431 shares of common stock of Genco Shipping & Trading Limited representing 0.68 percent based on 61,700,000 shares of Common Stock issued and outstanding as of July 9, 2014, plus and assuming exercise of his Warrants to purchase 419,431 shares of Common Stock. Pursuant to Genco Shipping's First Amended Prepackaged Plan of Reorganization, which was confirmed by the United States Bankruptcy Court for the Southern District of New York, each share of the Company's common stock outstanding prior to the Company's emergence from bankruptcy was canceled on July 9, 2014, and the holders thereof became entitled to receive, on a pro rata basis with the other then-existing holders of the Company's outstanding common stock, warrants to purchase shares of the Company's new common stock, par value $0.01 per share. A full-text copy of the regulatory filing is available at: http://is.gd/4EbtZy About Genco Shipping & Trading New York-based Genco Shipping & Trading Limited (NYSE: GNK) transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes. Excluding Baltic Trading Limited's fleet, Genco Shipping owns a fleet of 53 drybulk vessels, consisting of nine Capesize, eight Panamax, 17 Supramax, six Handymax and 13 Handysize vessels, with an aggregate carrying capacity of approximately 3,810,000 dwt. In addition, Genco Shipping's subsidiary Baltic Trading Limited currently owns a fleet of 13 drybulk vessels, consisting of four Capesize, four Supramax, and five Handysize vessels. Genco Shipping & Trading sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a prepackaged financial restructuring that is expected to reduce the Company's total debt by $1.2 billion and enhance its financial flexibility. The company's subsidiaries other than Baltic Trading Limited (and related entities) also sought bankruptcy protection. Genco, owned and controlled by Peter Georgiopoulos, disclosed assets of $2.448 billion and debt of $1.475 billion as of Feb. 28, 2014. Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel. Blackstone Advisory Partners, L.P., is the financial advisor. GCG Inc. is the claims and notice agent. Wilmington Trust, N.A., in its capacity as successor administrative and collateral agent under a 2007 credit agreement, is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP. Credit Agricole Corporate & Investment Bank, as agent and security trustee under an August 2010 Loan Agreement; Deutsche Bank Luxembourg S.A., as agent, and Deutsche Bank AG Fillale Deutschlandgeschaft, as security agent and bookrunner under the August 2010 Loan Agreement, are represented by Alan Kornberg, Esq., Sarah Harnett, Esq., and Elizabeth McColm, Esq., at Paul Weiss Rifkind Wharton & Garrison LLP. Paul Weiss also represents the Pre-Petition $100 Million and $253 Million Credit Facilities. The Bank of New York Mellon, the indenture trustee for Genco's 5.00% Convertible Senior Notes due Aug. 15, 2014, and the informal group of 5.00% Convertible Senior Notes due August 15, 2014, are represented by Michael Stamer, Esq., and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP. Akin Gump also represents the Informal Convertible Noteholder Group. Kirkland & Ellis LLP's Christopher J. Marcus, Esq., Paul M. Basta, Esq., Eric F. Leon, Esq., represent for Och-Ziff Management LP. Brown Rudnick LLP's William R. Baldiga, Esq., represents an Ad Hoc Consortium of Equity Holders. Orrick, Herrington & Sutcliffe LLP's Douglas S. Mintz, Esq., Washington, DC, represents Deutsche Bank as Pre-Petition Lender, and Credit Agricole, Corporate Investment Bank, as Post-Petition Bankruptcy Lender. Dechert LLP's Allan S. Brilliant, Esq., represents the Entities Managed by Aurelius Capital Management, LP. The U.S. Trustee has appointed an Official Committee of Equity Security Holders. The Equity Committee members are (1) Aurelius Capital Partners, LP; (2) Mohawk Capital LLC; and OZ Domestic Partners, LP. It is represented by Steven M. Bierman, Esq., Benjamin R. Nagin, Esq., Michael G. Burke, Esq., James F. Conlan, Esq., and Larry J. Nyhan, Esq., at Sidley Austin LLP. Genco has filed a motion to disband the Equity Committee, complaining that it is unnecessary and wasteful of the estates' resources. On July 9, 2014, the Debtors completed their financial restructuring and emerged from Chapter 11. GENCO SHIPPING: Jeffrey Aronson Reports 34.4% Equity Stake ---------------------------------------------------------- Jeffrey H. Aronson and his affiliates disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of July 9, 2014, they beneficially owned 21,195,628 shares of common stock of Genco Shipping representing 34.4 percent of the shares outstanding. A full-text copy of the Schedule 13D is available for free at http://is.gd/8a8eBC About Genco Shipping & Trading New York-based Genco Shipping & Trading Limited (NYSE: GNK) transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes. Excluding Baltic Trading Limited's fleet, Genco Shipping owns a fleet of 53 drybulk vessels, consisting of nine Capesize, eight Panamax, 17 Supramax, six Handymax and 13 Handysize vessels, with an aggregate carrying capacity of approximately 3,810,000 dwt. In addition, Genco Shipping's subsidiary Baltic Trading Limited currently owns a fleet of 13 drybulk vessels, consisting of four Capesize, four Supramax, and five Handysize vessels. Genco Shipping & Trading sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a prepackaged financial restructuring that is expected to reduce the Company's total debt by $1.2 billion and enhance its financial flexibility. The company's subsidiaries other than Baltic Trading Limited (and related entities) also sought bankruptcy protection. Genco, owned and controlled by Peter Georgiopoulos, disclosed assets of $2.448 billion and debt of $1.475 billion as of Feb. 28, 2014. Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel. Blackstone Advisory Partners, L.P., is the financial advisor. GCG Inc. is the claims and notice agent. Wilmington Trust, N.A., in its capacity as successor administrative and collateral agent under a 2007 credit agreement, is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP. Credit Agricole Corporate & Investment Bank, as agent and security trustee under an August 2010 Loan Agreement; Deutsche Bank Luxembourg S.A., as agent, and Deutsche Bank AG Fillale Deutschlandgeschaft, as security agent and bookrunner under the August 2010 Loan Agreement, are represented by Alan Kornberg, Esq., Sarah Harnett, Esq., and Elizabeth McColm, Esq., at Paul Weiss Rifkind Wharton & Garrison LLP. Paul Weiss also represents the Pre-Petition $100 Million and $253 Million Credit Facilities. The Bank of New York Mellon, the indenture trustee for Genco's 5.00% Convertible Senior Notes due Aug. 15, 2014, and the informal group of 5.00% Convertible Senior Notes due August 15, 2014, are represented by Michael Stamer, Esq., and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP. Akin Gump also represents the Informal Convertible Noteholder Group. Kirkland & Ellis LLP's Christopher J. Marcus, Esq., Paul M. Basta, Esq., Eric F. Leon, Esq., represent for Och-Ziff Management LP. Brown Rudnick LLP's William R. Baldiga, Esq., represents an Ad Hoc Consortium of Equity Holders. Orrick, Herrington & Sutcliffe LLP's Douglas S. Mintz, Esq., Washington, DC, represents Deutsche Bank as Pre-Petition Lender, and Credit Agricole, Corporate Investment Bank, as Post-Petition Bankruptcy Lender. Dechert LLP's Allan S. Brilliant, Esq., represents the Entities Managed by Aurelius Capital Management, LP. The U.S. Trustee has appointed an Official Committee of Equity Security Holders. The Equity Committee members are (1) Aurelius Capital Partners, LP; (2) Mohawk Capital LLC; and OZ Domestic Partners, LP. It is represented by Steven M. Bierman, Esq., Benjamin R. Nagin, Esq., Michael G. Burke, Esq., James F. Conlan, Esq., and Larry J. Nyhan, Esq., at Sidley Austin LLP. Genco has filed a motion to disband the Equity Committee, complaining that it is unnecessary and wasteful of the estates' resources. On July 9, 2014, the Debtors completed their financial restructuring and emerged from Chapter 11. GENCO SHIPPING: Oct. 20 Set as Government Claims Bar Date --------------------------------------------------------- Governmental units holding applicable claims against Genco Shipping & Trading Limited and its subsidiaries may file a proof of claim on or before Oct. 20, 2014, at 5:00 p.m. prevailing Eastern time. Each holder of a Convertible Note Claim as of the Plan effective date that is an accredited investor or a qualified institutional buyer will receive from The Depository Trust Company its pro rata share of the Convertible Notes Equity Distribution. Any convertible noteholder as of the Plan effective date that has not demonstrated that it is an eligible holder or a non-eligible holder will not receive distribution unless and until the holder establishes its status within 18 months from the effective date -- i.e., by Jan. 11, 2016. The Bankruptcy Court entered an order confirming the First Amended Prepackaged Plan of Reorganization of Genco and its subsidiaries pursuant to Chapter 11 of the Bankruptcy Code on July 2, 2014. On July 9, the Debtors completed their financial restructuring and emerged from Chapter 11 through a series of transactions contemplated by the Plan, and the Plan became effective pursuant to its terms. Key components of the Plan included: * The conversion of 100% of the Claims under the Prepetition 2007 Facility into 81.1% of the New Genco Common Stock (subject to dilution by the warrants issued under the Plan). On the Effective Date, the Prepetition 2007 Facility was terminated, and the liens and mortgages thereunder were released. * The conversion of 100% of the Claims under the Convertible Notes into 8.4% of the New Genco Common Stock (subject to dilution by the warrants issued under the Plan). On the Effective Date, the Convertible Notes and the related indenture were fully satisfied and discharged. * A fully backstopped Rights Offering for approximately 8.7% of the New Genco Common Stock, in which holders of Prepetition 2007 Facility Claims were entitled to subscribe for up to 80% of the New Genco Common Stock offered, and holders of Convertible Note Claims were entitled to subscribe for up to 20% of the New Genco Common Stock being offered under the Rights Offering. Each Right entitled its holder to purchase one share of New Genco Common Stock at a subscription price of $18.62537, for an aggregate subscription price of $100 million. * The amendment and restatement of the Prepetition $253 Million Facility and the Prepetition $100 Million Facility as of the Effective Date, with extended maturities, a financial covenant holiday and certain other amendments. * The cancellation of the old common stock of Genco as of the Effective Date, with the holders thereof receiving warrants to acquire shares of New Genco Common Stock. Each New Genco Equity Warrant is exercisable for one share of New Genco Common Stock, and holders received an aggregate of 3,938,298 New Genco Equity Warrants for the old common stock of Genco. The New Genco Equity Warrants in the aggregate are exercisable for approximately 6% of New Genco Common Stock (subject to dilution). * Reinstatement, non-impairment or payment in full in the ordinary course of business during the pendency of the Chapter 11 Cases of all Allowed General Unsecured Claims, including Allowed Claims of trade vendors, suppliers, customers and charterers, per the approval by the Bankruptcy Court. * The non-impairment of all other General Unsecured Claims under section 1124 of the Bankruptcy Code. * A Management Incentive Program, which provides for the distribution of New Genco MIP Primary Equity in the form of shares representing 1.8% of the New Genco Common Stock and three tiers of New Genco MIP Warrants with staggered strike prices based on increasing equity values to the participating officers, directors, and other management of Reorganized Genco. On July 10, 2014, the Reorganized Debtors caused to be distributed (i) to the holders of the Prepetition 2007 Facility Claims, 50,062,192 shares constituting approximately 81.1% of the New Genco Common Stock outstanding (subject to dilution), and (ii) to the holders of Convertible Note Claims, 5,158,187 shares constituting approximately 8.4% of the New Genco Common Stock outstanding (subject to dilution). As provided in the Plan, Genco also conducted a fully backstopped Rights Offering to acquire approximately 8.7% of the New Genco Common Stock at a subscription price of $18.62537 per share, for an aggregate subscription price of $100 million. The closing of the Rights Offering was conditioned on the consummation of the Plan, the Rights Offering Procedures and other conditions specified in the Equity Commitment Agreement that the Company and certain of its subsidiaries entered into with certain of its creditors on April 16, 2014. All such conditions having been satisfied, on July 10, 2014, Reorganized Genco issued 5,305,248 Rights Offering Shares, in exchange for payment therefor, to those holders of Prepetition 2007 Facility Claims and those Eligible Noteholders, that, in accordance with the Plan and the Rights Offering Procedures, validly exercised their respective Rights to participate in the Rights Offering. Reorganized Genco also issued 63,773 Backstop Shares in exchange for payment therefor to the Backstop Parties. Also on July 10, 2014, Reorganized Genco issued 3,938,298 New Genco Equity Warrants, each of which is initially exercisable for one share of New Genco Common Stock, and which in the aggregate is exercisable for approximately 6% of New Genco Common Stock (subject to dilution), to the holders of the old common stock of Genco. About Genco Shipping & Trading New York-based Genco Shipping & Trading Limited (NYSE: GNK) transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes. Excluding Baltic Trading Limited's fleet, Genco Shipping owns a fleet of 53 drybulk vessels, consisting of nine Capesize, eight Panamax, 17 Supramax, six Handymax and 13 Handysize vessels, with an aggregate carrying capacity of approximately 3,810,000 dwt. In addition, Genco Shipping's subsidiary Baltic Trading Limited currently owns a fleet of 13 drybulk vessels, consisting of four Capesize, four Supramax, and five Handysize vessels. Genco Shipping & Trading sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a prepackaged financial restructuring that is expected to reduce the Company's total debt by $1.2 billion and enhance its financial flexibility. The company's subsidiaries other than Baltic Trading Limited (and related entities) also sought bankruptcy protection. Genco, owned and controlled by Peter Georgiopoulos, disclosed assets of $2.448 billion and debt of $1.475 billion as of Feb. 28, 2014. Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel. Blackstone Advisory Partners, L.P., is the financial advisor. GCG Inc. is the claims and notice agent. Wilmington Trust, N.A., in its capacity as successor administrative and collateral agent under a 2007 credit agreement, is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP. Credit Agricole Corporate & Investment Bank, as agent and security trustee under an August 2010 Loan Agreement; Deutsche Bank Luxembourg S.A., as agent, and Deutsche Bank AG Fillale Deutschlandgeschaft, as security agent and bookrunner under the August 2010 Loan Agreement, are represented by Alan Kornberg, Esq., Sarah Harnett, Esq., and Elizabeth McColm, Esq., at Paul Weiss Rifkind Wharton & Garrison LLP. Paul Weiss also represents the Pre-Petition $100 Million and $253 Million Credit Facilities. The Bank of New York Mellon, the indenture trustee for Genco's 5.00% Convertible Senior Notes due Aug. 15, 2014, and the informal group of 5.00% Convertible Senior Notes due August 15, 2014, are represented by Michael Stamer, Esq., and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP. Akin Gump also represents the Informal Convertible Noteholder Group. Kirkland & Ellis LLP's Christopher J. Marcus, Esq., Paul M. Basta, Esq., Eric F. Leon, Esq., represent for Och-Ziff Management LP. Brown Rudnick LLP's William R. Baldiga, Esq., represents an Ad Hoc Consortium of Equity Holders. Orrick, Herrington & Sutcliffe LLP's Douglas S. Mintz, Esq., Washington, DC, represents Deutsche Bank as Pre-Petition Lender, and Credit Agricole, Corporate Investment Bank, as Post-Petition Bankruptcy Lender. Dechert LLP's Allan S. Brilliant, Esq., represents the Entities Managed by Aurelius Capital Management, LP. The U.S. Trustee has appointed an Official Committee of Equity Security Holders. The Equity Committee members are (1) Aurelius Capital Partners, LP; (2) Mohawk Capital LLC; and OZ Domestic Partners, LP. It is represented by Steven M. Bierman, Esq., Benjamin R. Nagin, Esq., Michael G. Burke, Esq., James F. Conlan, Esq., and Larry J. Nyhan, Esq., at Sidley Austin LLP. Genco filed a motion to disband the Equity Committee, complaining that it is unnecessary and wasteful of the estates' resources. GENERAL MOTORS: To Recall Additional 717,950 Vehicles ----------------------------------------------------- Anna Prior, writing for The Wall Street Journal, reported that General Motors Co. unveiled six recalls covering 717,950 vehicles in the U.S., citing a variety of safety issues. According to the report, the latest recalls will cover loose bolts on power-height adjustable driver or front passenger seats in more than 400,000 model year 2011 and 2012 Chevrolet Camaros, 2010-2012 Chevrolet Equinoxs and GMC Terrains, among other vehicles, as well as potentially incomplete welding on certain seat hooks in more than 120,000 recent model Chevrolet Caprices, Silverado LD and HDs, Cadillac ATS and CTS, among other vehicles. General Motors has recalled more than 29 million vehicles in North America this year and disclosed related charges to earnings totaling $2.5 billion following reviews of customer and staff complaints in the wake of a botched safety recall involving several small cars, the Journal noted. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. GORDON PROPERTIES: Court to Continue Plan Hearing Sept. 29 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia will continue on Sept. 29 the hearing in connection with Gordon Properties, LLC's proposed plan to exit Chapter 11 protection. As reported by the TCR on May 2, 2014, the company's restructuring plan proposes to treat claims and interests as follows: * Burke & Herbert Bank holds two allowed secured claims: $525,000 and $450,000. Neither the claims nor the liens securing the claims will be affected by the plan, its liens will be preserved, and it will retain all rights available under applicable law and its loan documents. * Pursuant to orders entered by the bankruptcy court, Gordon's members made loans to the company on a secured, subordinate basis, totaling $2,200,000. Neither the claims nor the liens held to secure these loans will be affected by the plan, the liens shall be preserved, and the lenders will retain all rights available under applicable law and their loan documents, provided, however, that the liens shall remain subordinate to all allowed unsecured claims pursuant to the terms of the bankruptcy court's orders. * There are presently no allowed unsecured claims. However, should FOA succeed on its appeals, it could obtain an allowed claim for either the assessment against Gordon's commercial street-front unit or the judgment against Condominium Services, Inc., by virtue of substantive consolidation, or both. FOA is unimpaired. In the event a final, unappealable order is entered in favor of FOA by either the bankruptcy court or a court of appeals, FOA's claim will be allowed and it will retain all rights under applicable law to enforce its claim. In that event, Gordon will liquidate so many of its condo units as is necessary to pay the claim. Gordon will continue to own and operate its condo units, the equity of the company will remain with its present owners, and Mr. Sells will continue to serve as the managing member. It is anticipated that Gordon will lose its equity interest in CSI pursuant to CSI's plan of reorganization. About Gordon Properties, LLC Alexandria, Va.-based Gordon Properties, LLC, owns 39 condominium units in The 4600 Condominium, a high-rise apartment building with both residential and commercial units. Gordon Properties' ownership of these condos represents about a 20% interest in the Forty Six Hundred Condominium project -- http://foa4600.org/-- in Alexandria. Gordon also owns all of the equity of a subsidiary, Condominium Services, Inc., which operates as a condominium management company. Gordon Properties is owned by related family members, Bryan Sells, Mr. Sells' sister, Elizabeth Greenwell, and his cousins, Lindsay Wilson and Julia Langdon. The company was created in 2002 to take title to the Condo Units which had been held in a trust that was created under the will of Bryan Gordon following his death. Bryan Gordon was the grandfather of the four members of the Debtor. Gordon Properties sought Chapter 11 protection (Bankr. E.D. Va. Case No. 09-18086) on Oct. 2, 2009, and is represented by Donald F. King, Esq., at Odin, Feldman & Pittleman PC in Fairfax, Va. Gordon Properties disclosed $11,149,458 in assets and $1,546,344 in liabilities. Condominium Services filed its chapter 11 petition (Bankr. E.D. Va. 10-10581) on Jan. 26, 2010. It scheduled one creditor, the condominium association, with a disputed claim of $436,802.00. The association filed a proof of claim asserting a claim of $453,533.12. A second proof of claim was filed by the Internal Revenue Service for $1,955.45. According to its schedules, if both claims are allowed, it has a net deficit of about $426,900. CSI is wholly owned by Gordon Properties. In February 2012, Judge Mayer denied the motion of the association to substantively consolidate the chapter 11 bankruptcy cases of Gordon Properties and Condominium Services, Inc., the condominium management company. Gordon Properties and CSI opposed the motion. The two cases were previously administratively consolidated. HDGM ADVISORY: Court Establishes Aug. 13 as Claims Bar Date ----------------------------------------------------------- The U.S. Bankruptcy Court in Indianapolis, Indiana, has established August 13, 2014, as the deadline for all persons and entities holding or asserting a claim against either HDGM Advisory Services LLC or HDG Mansur Investment Services, Inc., to file a proof of claim. Any claimants holding or asserting a claim under 11 U.S.C. Sections 503(b) and 507(a)(2) and arising prior to July 14, 2014, except for authorized professionals, must file a request for allowance of that administrative claim by the Aug. 13 bar date. Questions should be directed to: Christine Jacobson KATZ & KORIN, PC 334 N. Senate Ave. Indianapolis, IN 46204-1708 Tel: 317-464-1100 E-mail: cjacobson@katzkorin.com According to the case docket, the deadline for governmental entities to file claims is on Nov. 17, 2014. About HDGM Advisory Services HDGM Advisory Services, LLC, and HDG Mansur Investment Services, Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 14-04797 and 14-04798) in Indianapolis, Indiana, on May 21, 2014. On May 28, 2014, the Hon. James M. Carr directed the joint administration the cases of HDGM Advisory Services, LLC, and HDG Mansur Investment Services, Inc., under the lead case -- HDGM Advisory, Case No. 14-04797. HDGH Advisory disclosed $20,257,001 in assets and $7,991, 590 in liabilities as of the Chapter 11 filing. HDG Mansur disclosed $20,454,819 in assets and $12,377,542 in liabilities. According to a court filing, the Debtors don't have any secured creditors. The cases are assigned to Judge James M. Carr. The Debtors have tapped Michael W. Hile, Esq., Christine K. Jacobson, Esq., and Henry Mestetsky, Esq., at Katz & Korin PC, as counsel. An affiliate of the Debtors, Hamilton Proper Partners Golf Partnership, L.P., sought bankruptcy protection (Bankr. S.D. Ind. Case NO. 14-00461) on Jan. 24, 2014. HOUSTON REGIONAL: Teams Want Potential Buyers Kept Secret --------------------------------------------------------- Katy Stech, writing for The Wall Street Journal, reported that the Houston Rockets and the Houston Astros want to keep the names of potential purchasers Houston Regional Sports Network, L.P., d/b/a Comcast Sportsnet Houston, a secret for now from several members of the channel's board of directors, according to a filing with the bankruptcy court overseeing About Houston Regional Sports Network An involuntary Chapter 11 bankruptcy petition was filed against Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013. The involuntary filing was launched by three units of Comcast/NBC Universal and a television-related company. The petitioners are: Houston SportsNet Finance LLC, Comcast Sports Management Services LLC, National Digital Television Center LLC, and Comcast SportsNet California, LLC. The petitioning creditors have filed papers asking the Bankruptcy Judge to appoint an independent Chapter 11 trustee "to conduct a fair and open auction process for the Network's business assets on a going concern basis." Houston Regional Sports Network is a joint enterprise among affiliates of the Houston Astros baseball team, the Houston Rockets basketball team, and Houston SportsNet Holdings, LLC -- "Comcast Owner" -- an affiliate of Comcast Corporation. The Network has three limited partners -- Comcast Owner, Rockets Partner, L.P., and Astros HRSN LP Holdings LLC. The primary purpose of Houston Regional Sports Network is to create and operate a regional sports programming service that produces, exhibits, and distributes sports programming on a full-time basis, including live Astros and Rockets games within the league- permitted local territories. Counsel for the petitioning creditors are Howard M. Shapiro, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster, Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at Davis Polk & Wardwell LLP. Judge Marvin Isgur presides over the case. The Network was officially placed into Chapter 11 bankruptcy pursuant to a Feb. 7 Order for Relief. It has won approval to hire Haynes and Boone, Charles A. Beckham, Jr., Esq., Henry Flores, Esq., Abigail Ottmers, Esq., and Christopher L. Castillo, Esq., as counsel. It also hired Conway MacKenzie, Inc., as financial advisor. Harry Perrin, Esq., represents Astros owner Jim Crane. Alan Gover, Esq., represents the Rockets. The Astros are represented by Richard B. Drubel, Esq., Colleen A. Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller & Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies, Schiller & Flexner in Washington, DC. Comcast Corporation and NBCUniversal Media, LLC, are represented by Vincent P. Slusher, Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger, Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq., and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP. Attorney for McLane Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq., at Fisher Boyd & Huguenard, LLP. HOUSTON REGIONAL: Buyer Still Unnamed; Status Hearing on Aug. 7 --------------------------------------------------------------- David Barron, writing for the Houston Chronicle, reported that attorneys for Houston Regional Sports Network, Comcast Corp., the Houston Rockets and Houston Astros presumably are working on agreements to determine what information can be provided to the thus-far unidentified company or companies that are considering a bid to purchase CSN Houston out of bankruptcy. Comcast must be notified of the identity of the bidder or bidders by July 31, and the court has scheduled an Aug. 7 status conference. According to the Houston Chronicle, the proposed buyer or buyers have demanded anonymity, but Comcast lawyers say they believe the bidders include competing media companies and are attempting to limit access to certain confidential documents involving the network's fees and distribution deals for competitive reasons. The report says most of the speculation on a proposed buyer has focused on AT&T and/or DirecTV, which are in the process of seeking regulatory approval for a merger. AT&T would make sense because it is a Texas-based company with larger subscriber bases throughout the state, and DirecTV would make sense because it operates regional sports networks in Seattle, Denver and Pittsburgh, according to Mr. Barron. The report also says Fox Sports has been mentioned as a potential bidder, based on the fact that it operates RSNs throughout the nation, including FS Southwest. In June, CSN Houston sought and obtained a bridge order extending the Debtor's period within which it has the exclusive right to file a plan of reorganization and to solicit plan votes. The Bankruptcy Court in a June 4 order extended the Plan filing exclusivity through July 7, and the Solicitation period through Sept. 3. Absent that extension, the Debtor's exclusive periods to propose and file a plan would have expired June 4, and the solicitation period would expire Aug. 4. In seeking that extension, CSN Houston indicated that the Debtor and its legal and financial professionals have worked to make significant progress in the case, including negotiating, documenting and obtaining the consensual use of cash collateral from the secured lender and the negotiation of a second 13-week cash collateral budget that the Debtor filed with the Court on June 2. The Debtor and the Lender have agreed to an extension of the Budget Period referenced in the Final DIP Order to Sept. 5, 2014. Earlier this month, Houston Regional filed papers in Court seeking another extension of the exclusive periods to file a Chapter 11 plan and disclosure statement describing that plan until Aug. 6, 2014; and to solicit acceptances of that plan until Oct. 3. As reported by the Troubled Company Reporter on July 18, Houston Regional said it is currently continuing to review and consider various alternatives. Charles A. Beckham, Jr., Esq., at Haynes and Boone LLP, noted that postpetition third-party creditors are being paid in the ordinary course of business, and the Court has authorized the payment of third party "gap period" claims. The Debtor believes that its exclusive right to file a plan of reorganization has been, and will continue to be, an invaluable tool in its review, analysis and negotiation of any restructuring proposal. If the Court declines emergency consideration of the Motion, the Debtor's ability to propose a plan of reorganization would be significantly and irreparably damaged, Mr. Beckham added. About Houston Regional Sports Network An involuntary Chapter 11 bankruptcy petition was filed against Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013. The involuntary filing was launched by three units of Comcast/NBC Universal and a television-related company. The petitioners are: Houston SportsNet Finance LLC, Comcast Sports Management Services LLC, National Digital Television Center LLC, and Comcast SportsNet California, LLC. The petitioning creditors have filed papers asking the Bankruptcy Judge to appoint an independent Chapter 11 trustee "to conduct a fair and open auction process for the Network's business assets on a going concern basis." Houston Regional Sports Network is a joint enterprise among affiliates of the Houston Astros baseball team, the Houston Rockets basketball team, and Houston SportsNet Holdings, LLC -- "Comcast Owner" -- an affiliate of Comcast Corporation. The Network has three limited partners -- Comcast Owner, Rockets Partner, L.P., and Astros HRSN LP Holdings LLC. The primary purpose of Houston Regional Sports Network is to create and operate a regional sports programming service that produces, exhibits, and distributes sports programming on a full-time basis, including live Astros and Rockets games within the league- permitted local territories. Counsel for the petitioning creditors are Howard M. Shapiro, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster, Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at Davis Polk & Wardwell LLP. Judge Marvin Isgur presides over the case. The Network was officially placed into Chapter 11 bankruptcy pursuant to a Feb. 7 Order for Relief. It has won approval to hire Haynes and Boone, Charles A. Beckham, Jr., Esq., Henry Flores, Esq., Abigail Ottmers, Esq., and Christopher L. Castillo, Esq., as counsel. It also hired Conway MacKenzie, Inc., as financial advisor. Harry Perrin, Esq., represents Astros owner Jim Crane. Alan Gover, Esq., represents the Rockets. The Astros are represented by Richard B. Drubel, Esq., Colleen A. Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller & Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies, Schiller & Flexner in Washington, DC. Comcast Corporation and NBCUniversal Media, LLC, are represented by Vincent P. Slusher, Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger, Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq., and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP. Attorney for McLane Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq., at Fisher Boyd & Huguenard, LLP. IBAHN CORP: Asks Court to Extend Removal Decision Deadline ---------------------------------------------------------- iBahn Corporation asks the Bankruptcy Court to extend the time by which it may file notices of removal with respect to pending civil actions to October 1, 2014. James E. O'Neill, Esq., at Pachulski, Stang, Ziehl & Jones LLP in Wilmington, Delaware, explains that an extension will afford iBahn the opportunity necessary to make fully-informed decisions concerning removal of any action and will assure that it do not forfeit valuable rights under Section 1452 of the Judicial Code with respect to any pending or prospective litigation. Following the Court's approval of iBahn's sale of substantially all its assets, iBahn has resolved a number of post-sale matters including the rejection, assumption, and assignment of executory contracts leases, and the retention of an accountant to handle tax matters. iBahn has also negotiated with administrative claimants and handled other post-sale wind-down matters. This is iBahn's third request for extension. iBahn is represented by: Laura Davis Jones, Esq. David M. Bertenthal, Esq. James E. O'Neill, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE Telephone: (302) 652-4100 Facsimile: (302) 652-4400 E-mail: ljones@pszjlaw.com dbertenthal@pszjlaw.com joneill@pszjlaw.com About iBahn Corp. Salt Lake City, Utah-based IBahn Corp., a provider of Internet services to hotels, sought bankruptcy protection (Bankr. D. Del. Case No. 13-12285), citing a loss of contracts with largest customer Marriott International Inc. and patent litigation costs. IBahn Chief Financial Officer Ryan Jonson said the company had assets of $13.6 million and it listed liabilities of as much as $50 million in the Chapter 11 filing on Sept. 6, 2013. The petitions were signed by Ryan Jonson as chief financial officer. Judge Peter J. Walsh presides over the case. Laura Davis Jones, Esq., Davis M. Bertenthal, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang, Ziehl Young & Jones, LLP, serve as the Debtors' counsel. The Debtors' claims and noticing agent is Epiq Bankruptcy Solutions. Epiq also serves as administrative agent. Houlihan Lokey Capital, Inc., serves as financial advisor and investment banker. INTERFAITH MEDICAL: Caldwell Appeals Plan Confirmation ------------------------------------------------------ Walter Caldwell on June 23, 2014, filed a handwritten motion seeking to appeal the Court order confirming the bankruptcy-exit plan, stating that there was an abuse of discretion. According to Mr. Caldwell, who claims to be a party-in-interest in the Debtor's case, the Court did not take relevant facts into account. Court decision was based on erroneous conclusions of law and facts, he said. As reported in the Troubled Company Reporter, U.S. Bankruptcy Judge Carla E. Craig in Brooklyn in June 2014 signed a confirmation order approving the hospital's reorganization plan. The plan transfers the facility and other assets to the New York State Dormitory Authority, a secured lender and the largest creditor. About Interfaith Medical Center Headquartered in Brooklyn, New York, Interfaith Medical Center, Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford- Stuyvesant and an ambulatory care network of eight clinics in central Brooklyn, in Crown Heights and Bedford-Stuyvesant. The Company filed for Chapter 11 protection (Bankr. E.D. N.Y. Case No. 12-48226) on Dec. 2, 2012. The Debtor disclosed $111,872,972 in assets and $193,540,998 in liabilities as of the Chapter 11 filing. Liabilities include $117.9 million owing to the New York State Dormitory Authority on bonds secured by the assets. Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as bankruptcy counsel to the Debtor. Nixon Peabody LLP is the special corporate and healthcare counsel. CohnReznick LLP serves as financial advisor. Donlin, Recano & Company, Inc. serves as administrative agent. The Official Committee of Unsecured Creditors tapped Alston & Bird LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New York, LLC as its financial advisor. Eric M. Huebscher, the patient care ombudsman, tapped the law firm of DiConza Traurig LLP, as his counsel. INTERFAITH MEDICAL: UST Withdraws Motion for Ch.11 Trustee ---------------------------------------------------------- William K. Harrington, U.S. Trustee for Region 2, has withdrawn his request for appointment of a Chapter 11 trustee in the case of Interfaith Medical Center, Inc. The U.S. Trustee is represented by: William E. Curtin, Esq., trial attorney Office of the U. S. Trustee - Brooklyn 201 Varick Street, Suite 1006 New York, NY 10014 Tel: (212) 510-0500 Fax: (212) 668-2255 E-mail: william.e.curtin@usdoj.gov About Interfaith Medical Center Headquartered in Brooklyn, New York, Interfaith Medical Center, Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford- Stuyvesant and an ambulatory care network of eight clinics in central Brooklyn, in Crown Heights and Bedford-Stuyvesant. The Company filed for Chapter 11 protection (Bankr. E.D. N.Y. Case No. 12-48226) on Dec. 2, 2012. The Debtor disclosed $111,872,972 in assets and $193,540,998 in liabilities as of the Chapter 11 filing. Liabilities include $117.9 million owing to the New York State Dormitory Authority on bonds secured by the assets. Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as bankruptcy counsel to the Debtor. Nixon Peabody LLP is the special corporate and healthcare counsel. CohnReznick LLP serves as financial advisor. Donlin, Recano & Company, Inc. serves as administrative agent. The Official Committee of Unsecured Creditors tapped Alston & Bird LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New York, LLC as its financial advisor. Eric M. Huebscher, the patient care ombudsman, tapped the law firm of DiConza Traurig LLP, as his counsel. INTERNATIONAL FOREIGN: Nails $18.5M Deal With CEO ------------------------------------------------- Law360 reported that International Foreign Exchange Concepts Holdings Inc., one of the world's oldest foreign exchange hedge funds, asked a New York bankruptcy court to approve a settlement with its founder, chairman and CEO over debts to the company, including the balance of a $20 million loan for a Manhattan apartment. According to the report, IFEC founder John R. Taylor Jr. agreed to repay $18.5 million in a settlement reached with IFEC, which is the holding company for FX Concepts LLC; its associated debtors; and its lender AMF-FXC Finance LLC. About International Foreign Exchange International Foreign Exchange Concepts Holdings, Inc., and International Foreign Exchange Concepts, L.P., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 13-13380) on Oct. 17, 2013. Judge Robert Gerber oversees the case. Counsel to the Debtors is Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in Stamford, Connecticut. The Debtors' restructuring advisors is CDG Group. DiConza Traurig LLP serves as conflicts counsel. The Debtors' special counsel is Withers Bergman LLP. The Debtors' notice, claims, solicitation and balloting agent is Logan & Company, Inc. Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L. Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth & Zabel LLP, in New York. International Foreign Exchange Concepts Holdings Inc., the parent of investment adviser FX Concepts LLC, sold assets for $7.48 million to Ruby Commodities Inc., at an auction held Nov. 25, 2013. The sale was an old-fashioned auction with the assets first offered in six lots and then in bulk. The piecemeal auction fetched combined bids of $3.38 million. When the assets were offered in bulk, Ruby came out on top with an offer of $7.48 million, which the bankruptcy court in New York approved Nov. 26. IRISH BANK: Seeks Nod to Sell Tampa Mall Lease to Lightning Owner ----------------------------------------------------------------- Law360 reported that Chapter 15 debtor Irish Bank Resolution Corp. urged a Delaware bankruptcy judge to approve a $7.1 million deal selling the lease of a Florida shopping mall to Tampa Bay Lightning owner Jeff Vinik and reject a late $10 million bid from developer Liberty Channelside LLC. According to the report, at a hearing in Wilmington, IBRC sought the court's blessing for the two-track bidding process it employed to auction its interests in the Tampa mall -- Channelside Bay Plaza -- and the $7.1 million bid for it received for the mall lease from Vinik's CBP Development LLC. Liberty had challenged the bidding procedures and the sale itself while floating a competing $10 million offer, and U.S. Bankruptcy Judge Christopher S. Sontchi ruled that the developer had standing to object to both motions, Law360 related. IBRC later filed a response to Liberty's challenge and accused the developer of gamesmanship for floating a late, $10 million offer for the Florida shopping complex's lease after asking the court to strike down a $7 million bid from Tampa Bay Lightning owner, Law360 further related. About Irish Bank Resolution Irish Bank Resolution Corp., the liquidation vehicle for what was once one of Ireland's largest banks, filed a Chapter 15 petition (Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect U.S. assets of the former Anglo Irish Bank Corp. from being seized by creditors. Irish Bank Resolution sought assistance from the U.S. court in liquidating Anglo Irish Bank Corp. and Irish Nationwide Building Society. The two banks failed and were merged into IBRC in July 2011. IBRC is tasked with winding them down and liquidating their assets. In February, when Irish lawmakers adopted the Irish Bank Resolution Corp., IBRC was placed into a special liquidation in the Irish High Court to complete liquidation and distribution of the two banks' assets. IBRC's principal asset as of June 2012 was a loan portfolio valued at some EUR25 billion (US$33.5 billion). About 70 percent of the loans were to Irish borrowers. Some 5 percent of the portfolio was under U.S. law, according to a court filing. Total liabilities in June 2012 were about EUR50 billion, according to a court filing. Most assets in the U.S. have been sold already. IBRC is involved in lawsuits in the U.S. IBRC was granted protection under Chapter 15 of the U.S. Bankruptcy Code in December 2013. Kieran Wallace and Eamonn Richardson of KPMG have been named the special liquidators. KEEN EQUITIES: Aug. 6 Hearing to Approve Postpetition Financing --------------------------------------------------------------- The Bankruptcy Court will convene a hearing on Aug. 6, 2014, at 3:00 p.m., to consider Keen Equities, LLC's request for approval of funding arrangements among investors to finance postpetition operations. Objections, if any, are due seven days prior to the hearing. The Debtor is comprised of a New York limited liability company consisting of 12 members/investors. The Debtor is the owner of approximately 860 acres of vacant land (the Lake Anne property) situated close to the Hassidic community of Kiryas Joel, in Monroe, New York. The Lake Anne Property was purchased in 2006 with the goal of building residential homes to meet the growing needs of the Kiryas Joel community (the project). The Lake Anne Property is subject to a purchase money mortgage in the current principal balance of $3,924,645 plus accrued interest and other charges. The mortgage was assigned to Hal J. Grene Living Trust, David A. Green and trust U/W M. Green f/b/o Sabrina Green after the Debtor's acquisition of the site. It is anticipated that the applications will be considered by the Village of South Blooming Grove Panning Board in August 2014. According to the Debtor, the project will cost approximately $2.5 million (without legal fees) in soft costs to complete the set ups needed to obtain final approvals. Additionally, funds are also needed to pay debt service, real estate taxes and insurance while the approval process unfolds at a rate of approximately $60,000 a month. The Debtor related that it will move forward with the filing of a formal plan of reorganization prior to obtaining final approval of the applications so long as the project has received at least strong preliminary support. To meet the expenses, the Debtor called a series of meeting with members and investors to develop a fair and reasonable funding program for infusion of new capital. The investors agreed to convert their prepetition capital to a discounted 10% claim. A copy of the budget is available for free at: http://bankrupt.com/misc/KeenEquities_45_credit.pdf About Keen Equities Keen Equities, LLC, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-46782) on Nov. 12, 2013. The petition was signed by Y.C. Rubin as manager. The Debtor disclosed total assets of $15.1 million and total liabilities of $6.84 million. Judge Nancy Hershey Lord presides over the case. Goldberg Weprin Finkel Goldstein LLP serves as the Debtor's counsel. KEEN EQUITIES: Sept. 5 Established as Claims Bar Date ----------------------------------------------------- Bankruptcy Judge Nancy Hershey Lord established Sept. 5, 2014, as the deadline for any individual or entities (including, without limitation, individuals, partnerships, corporations, joint ventures, trusts and governmental units) to file proofs of claim against Keen Equities, LLC. Keen Equities, LLC, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-46782) on Nov. 12, 2013. The petition was signed by Y.C. Rubin as manager. The Debtor disclosed total assets of $15.1 million and total liabilities of $6.84 million. Judge Nancy Hershey Lord presides over the case. Goldberg Weprin Finkel Goldstein LLP serves as the Debtor's counsel. The Debtor is comprised of a New York limited liability company consisting of 12 members/investors. The Debtor is the owner of approximately 860 acres of vacant land (the Lake Anne property) situated close to the Hassidic community of Kiryas Joel, in Monroe, New York. The Lake Anne Property was purchased in 2006 with the goal of building residential homes to meet the growing needs of the Kiryas Joel community (the project). KEHE DISTRIBUTORS: Moody's Affirms B2 Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service affirmed the B2 Corporate Family Rating and the B2-PD Probability of Default Rating of KeHE Distributors, LLC ("KeHE"). Concurrently, Moody's affirmed the B3 rating to the company's $200 million second lien notes due 2021. The ratings outlook remains stable. "Although the debt funded acquisition of Nature's Best will increase KeHE's leverage, its credit metrics will remain within the established thresholds for the company's B2 rating", Mickey Chadha Senior Analyst at Moody's said. "The acquisition will further strengthen KeHe's good market position in a growing and attractive market niche for specialty, organic and natural foods. However it is a relatively small player in the overall food distribution business segment and could be vulnerable if larger broadline food distributors enter its niche market," Chadha further stated. The following ratings are affirmed: Corporate Family Rating at B2 Probability of Default Rating at B2-PD $200 million second lien notes due 2021 at B3, LGD adjusted to LGD5 from LGD4 Ratings Rationale KeHE's B2 corporate family rating reflects the company's high leverage -- Moody's estimate proforma for the Nature's Best acquisition debt/EBITDA (with Moody's standard adjustments) will be over 5.0 times. Improvement in credit metrics in the next 12-18 months is expected to be modest and will be primarily dependent on EBITDA growth as debt reduction is expected to be moderate. The rating also reflects KeHE's customer concentration with three of the combined company's top customers accounting for about 35% of total revenues, its thin margins with a fixed cost structure and its limited pricing power in a highly competitive market. Ratings are supported by the company's good position in a growing and attractive market niche, its geographic diversification and its adequate liquidity. The stable rating outlook reflects Moody's expectation that KeHE will reduce leverage through EBITDA growth while maintaining adequate liquidity and balanced financial policies including but not limited to acquisitions. Ratings could be upgraded if the company demonstrates sustained growth in sales, and profitability and has good liquidity. Quantitatively, ratings could be upgraded if debt/EBITDA is sustained below 4.5 times and EBITA/interest expense is sustained above 2.25 times. Ratings could be downgraded if operating performance deteriorates such that debt/EBITDA is sustained above 5.5 times or EBITA/interest is sustained below 1.5 times. Ratings could also be downgraded if liquidity deteriorates or if acquisition activity causes deterioration in cash flow or credit metrics. The principal methodology used in this rating was the Global Distribution & Supply Chain Services Industry published in November 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. KeHE Distributors, LLC is a majority employee owned specialty and natural & organic food distributor in the U.S. and Canada. It operates 12 distribution centers (2 owned and 10 leased) with nine facilities in the United States and three in Canada. The company's customers include large chain grocery stores, regional grocery chain stores, independent natural product retailers, mass and retail club stores and independent grocery stores. Pro forma for the Nature's Best acquisition, total fiscal year end April 2014 revenue was approximately $2.8 billion. KID BRANDS: Restructuring of Operations Planned ----------------------------------------------- BankruptcyData reported that Kid Brands board of directors has authorized the Company's management to implement a restructuring of the operations of the company's Kids Line and CoCaLo business according to an 8-K filing with the U.S. Securities and Exchange Commission. BData, further citing the regulatory filing, said the company anticipates the move which may better position the assets to be sold in the upcoming auction. The restructuring is expected to be completed during the third quarter of 2014, by which time the sell-down of remaining inventory is expected to be complete, BData said. The Company estimates that this decision will incur total costs of approximately $0.5 million, consisting primarily of the write-off of certain prepaid expenses and the write-off of fixed assets, the report added. About Kid Brands Based in Rutherford, New Jersey, Kid Brands, Inc., is a designer, importer, marketer, and distributor of infant and juvenile consumer products. Its operating subsidiaries consist of Kids Line, LLC, CoCaLo, Inc., Sassy, Inc., and LaJobi, Inc. Providing "everything but the baby" for a child's nursery, the company sells infant bedding and accessories under the Kids Line and CoCaLo brands; nursery furniture under the LaJobi brand; and baby care items under the Kokopax and Sassy brands. Citing their inability to raise capital due to contingent liabilities and operational issues, Kid Brands and six of its U.S. subsidiaries each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Lead Case No. 14-22582) on June 18, 2014. To preserve the value of their assets, the Debtors are pursuing a sale of the assets pursuant to section 363 of the Bankruptcy Code. As of April 30, 2014, the Debtors had $32.40 million in total assets and $109.1 million in total liabilities. As of the Petition Date, unsecured debts totaled $54 million. Judge Donald H. Steckroth oversees the cases. The Debtors have sought and obtained an order directing joint administration of their Chapter 11 cases. Lowenstein Sandler LLP serves as the Debtors' counsel. PricewaterhouseCoopers LLP is the Debtors' financial advisor. GRL Capital Advisors acts as the Debtors' restructuring advisors. Rust Consulting/Omni Bankruptcy is the Debtors' claims and noticing agent. KINDRED HEALTHCARE: Moody's Keeps CFR Over Increased Gentiva Bid ---------------------------------------------------------------- Moody's Investors Service commented that Kindred Healthcare Inc.'s announcement that it would increase its offer to acquire the equity of Gentiva Health Services, Inc. (B3 negative) to $17.25 per share does not change its view that the acquisition -- if ultimately consummated -- is a credit negative. However, the increased offer does not currently impact the company's ratings, including the B1 Corporate Family Rating and B1-PD Probability of Default Rating. The negative rating outlook also remains unchanged. Moody's estimates that the increase from Kindred's previous offer of $14.50 per share would have only a modest impact on Moody's estimate of resulting leverage of the combined company. The principal methodology used in this rating was the Global Healthcare Service Providers published in December 2011. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Kindred Healthcare, Inc., through its subsidiaries, operates long term acute care hospitals, inpatient rehabilitation facilities, skilled nursing facilities, assisted living facilities, a contract rehabilitation services business and a home health and hospice business across the US. For the twelve months ended March 31, 2014 the company recognized revenue of approximately $4.9 billion after considering the provision for doubtful accounts. LIGHTSQUARED INC: Gets Approval of SunTrust Credit Card Program --------------------------------------------------------------- LightSquared Inc. received approval from U.S. Bankruptcy Judge Shelley Chapman to avail SunTrust Bank's credit card services. The SunTrust program will provide credit card services up to an aggregate credit limit of $100,000 to LightSquared. In exchange, the company is required to open an account with SunTrust in which it will deposit $100,000. The wireless broadband company is also required to sign an agreement under which it will transfer to the bank all rights to the account and proceeds thereof, according to court filings. LightSquared tapped the services of SunTrust after Bank of America NA canceled its credit card program covering the company's and its employees' expenses, including entertainment and corporate travel expenses. About LightSquared Inc. LightSquared Inc. and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on May 14, 2012, to resolve regulatory issues that have prevented it from building its coast-to-coast integrated satellite 4G wireless network. LightSquared had invested more than $4 billion to deploy an integrated satellite-terrestrial network. In February 2012, however, the U.S. Federal Communications Commission told LightSquared the agency would revoke a license to build out the network as it would interfere with global positioning systems used by the military and various industries. In March 2012, the Company's partner, Sprint, canceled a master services agreement. LightSquared's lenders deemed the termination of the Sprint agreement would trigger cross-defaults under LightSquared's prepetition credit agreements. LightSquared and its prepetition lenders attempted to negotiate a global restructuring that would provide LightSquared with liquidity and runway necessary to resolve its issues with the FCC. Despite working diligently and in good faith, however, LightSquared and the lenders were not able to consummate a global restructuring on terms acceptable to all interested parties. Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to the Debtors. Alvarez & Marsal North America, LLC, is the financial advisor. Kurtzman Carson Consultants LLC serves as claims and notice agent. LAKELAND INDUSTRIES: WeiserMazars Hired as New Accountant --------------------------------------------------------- Lakeland Industries, Inc., dismissed Warren Averett, LLC, as its independent registered public accounting firm on July 16, 2014. The decision to dismiss Warren Averett was made and approved by the Audit Committee of the Company's Board of Directors. The audit report of Warren Averett on the Company's consolidated financial statements for the fiscal year ended Jan. 31, 2014, did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles. The audit report of Warren Averett on the Company's consolidated financial statements for the fiscal year ended Jan. 31, 2014, contained an unqualified opinion with an emphasis of a matter. The audit report of Warren Averett on the Company's consolidated financial statements for the fiscal year ended Jan. 31, 2013, contained an opinion with an emphasis of a matter regarding the Company's ability to continue as a going concern, which opinion was subsequently amended to remove such emphasis. During the two most recent fiscal years and the subsequent interim period through April 30, 2014, the Company had a disagreement with Warren Averett relating to the question of the classification of the following items as material weaknesses: (i) failure of internal controls over the international division (2013), (ii) failure to identify related party transactions (2014) and (iii) failure of entity level controls regarding international divisions (2014), each of which was resolved to the former accountant's satisfaction. The Audit Committee discussed that disagreement with Warren Averett and the Company has authorized Warren Averett to respond fully to the inquiries of the Company's successor accountant, WeiserMazars LLP, concerning the subject matter of such disagreement. There were no other disagreements with Warren Averett on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Warren Averett, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its reports. The Audit Committee of the Company's Board of Directors decided to retain WeiserMazars LLP as the new independent registered public accountants effective as of July 16, 2014. During the two most recent fiscal years and through April 30, 2014, neither the Company, nor anyone on its behalf, consulted with WeiserMazars. About Lakeland Industries Ronkonkoma, N.Y.-based Lakeland Industries, Inc., manufactures and sells a comprehensive line of safety garments and accessories for the industrial protective clothing market. The Company reported a net loss of $26.3 million on $95.1 million of net sales for the year ended Jan. 31, 2013, as compared with a net loss of $376,825 on $96.3 million of sales for the year ended Jan. 31, 2012. In their report on the consolidated financial statements for the year ended Jan. 31, 2013, Warren Averett, LLC, in Birmingham, Alabama, expressed substantial doubt about Lakeland Industries' ability to continue as a going concern. The independent auditors noted that Company is in default on certain covenants of its loan agreements at Jan. 31, 2013. "The lenders have not waived these events of default and may demand repayment at any time. Management is currently trying to secure replacement financing but does not have new financing available at the date of this report." LONGVIEW POWER: Has Bonus Approval Tied to New Plan --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Longview Power LLC, the owner of a faulty power plant, won court approval for a revised program that could pay top executives as much as $2.1 million. According to the report, the bonuses are keyed in part to the company's financial performance and the completion of repairs enabling its facility to operate closer to design capacity. About Longview Power LLC Longview Power LLC is a special purpose entity created to construct, own, and operate a 695 MW supercritical pulverized coal-fired power plant located in Maidsville, West Virginia, just south of the Pennsylvania border and approximately 70 miles south of Pittsburgh. The project is owned 92% by First Reserve Corporation (First Reserve or sponsor), a private equity firm specializing in energy industry investments, through its affiliate GenPower Holdings (Delaware), L.P., and 8% by minority interests. Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case. 13-12211) on Aug. 30, 2013. The petitions were signed by Jeffery L. Keffer, the Company's chief executive officer, president, treasurer and secretary. The Debtor estimated assets and debts of more than $1 billion. Judge Brendan Linehan Shannon presides over the case. Kirkland & Ellis LLP and Richards, Layton & Finger, P.A., serve as the Debtors' counsel. Lazard Freres & Company LLC acts as the Debtors' investment bankers. Alvarez & Marsal North America, LLC, is the Debtors' restructuring advisors. Ernst & Young serves as the Debtors' accountants. The Debtors' claims agent is Donlin, Recano & Co. Inc. The Debtor disclosed assets of $1,717,906,595 plus undisclosed amounts and liabilities of $1,075,748,155 plus undisclosed amounts. Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as of September 11, 2013, a committee of unsecured creditors has not been appointed in the case due to insufficient response to the U.S. Trustee's communication/contact for service on the committee. LANGTREE VENTURES: Medical Office Bldgs to Be Sold July 31 ---------------------------------------------------------- Jefferies Loancore LLC, as secured party, will sell property of Langtree Ventures MOB LLC by public auction to th highest qualified bidder on July 31, 2014, at 10:00 a.m. EDT. The auction will be held at the Honeycutt Law Firm, PLLC, 2101 Rexford Road, Suite 160 West, Charlotte, NC 28211. Assets to be sold consist of 100% of the membership interest in Langtree, which owns real property in Charlotte comprised of three medical office buildings and a parking lot at 1928, 1946 and 1960 Randolph Road, and 2115 E 7th Street. Jefferies reserves the right to reject all bids and terminate or adjourn the sale to another time or place, or to effectuate a private sale. Additional information may be obtained from: http://www2.polsinelli.com/LangtreeUCCSale - and - Daniel Dooley POLSINELLI 900 W. 48th Place Suite 900 Kansas City, MO 64112 Tel: 816-360-4358 E-mail: ddooley@polsinelli.com LOVE CULTURE: Has Interim Authority to Obtain DIP Loan from Salus ----------------------------------------------------------------- Judge Novalyn L. Winfield of the U.S. Bankruptcy Court for the District of New Jersey gave Love Culture Inc. interim authority to obtain postpetition financing and use cash collateral to continue operations and administer and preserve the value of its estates. Salus Capital Partners, LLC, as administrative and collateral agent for a consortium of lenders, committed to provide a revolving credit facility of $12 million. The DIP Revolving Loan accrues interest at LIBO Rate plus the Applicable Margin and LIBO Rate plus the Applicable Margin plus 2% when an event of default occurs. As reflected in the Budget, the amount of $372,000 will be funded during the week of July 19, 2014, the amount of $365,000 will be funded during the week of July 26, 2014, and the amount of $372,000 will be funded during the week of July 31, 2014. Salus is also the Debtor's prepetition secured lender. As of July 15, 2014, the Debtor has outstanding secured debt to Salus in the aggregate principal amount of not less than $13,667,972. All objections, including the objection raised by Prime Business Credit, Inc., to the Interim Financing to the extent not withdrawn or resolved are overruled. PBC, a secured creditor of the Debtor, complained that there is no adequate protection provided for the use of PBC's cash collateral, the Debtor fails to disclose critical terms of the proposed postpetition facility, (3) the Motion improperly requests that Salus be granted a lien on Chapter 5 avoidance actions, and (4) the Motion requires a sale timeline that will work to harm creditors of the Debtor?s estate. The DIP Loan requires that the Debtor conduct a sale and provide any bids and information regarding store closings to Salus, Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported. The loan documents require approval of sale procedures by July 24, an auction by July 28, sale approval by July 29, and completion of the sale by July 30, Mr. Rochelle said, citing court papers. The Final Hearing to consider entry of the Final Order and final approval of the DIP Facility is scheduled for Aug. 6, at 10:00 a.m. (ET). Objections are due on or before July 30 and must be served on: * counsel for the Debtors: Kenneth A. Rosen, Esq. LOWENSTEIN SANDLER LLP 65 Livingston Avenue Roseland, NJ 07068 Telephone: (973) 597-2500 Facsimile: (973) 597-2400 -- and -- Gerald C. Bender, Esq. LOWENSTEIN SANDLER LLP 1251 Avenue of Americas New York, NY 10020 Telephone: (212) 262-6700 Facsimile: (212) 262-7402 * counsel for the DIP Agent and Prepetition Agent: Alan J. Brody, Esq. Jeffrey M. Wolf, Esq. GREENBERG TRAURIG, LLP 200 Park Avenue P.O. Box 677 Florham Park, NJ 07932 Tel: (973) 360-7900 Fax: (973) 301-8410 Email: brodya@gtlaw.com wolfje@gtlaw.com * counsel for PBC: Ronald A. Clifford, Esq. BLAKELEY & BLAKELEY LLP 2 Park Plaza, Suite 400 Irvine, California 92614 Tel: 949-260-0616 Fax: 949-260-0613 Email: rclifford@blakeleyllp.com -- and -- Scott H. Bernstein, Esq. MCCARTER & ENGLISH, LLP Four Gateway Center 100 Mulberry St. Newark, NJ 07102 Tel: (973) 639-2007 Fax: (973) 297-3797 Email: sbernstein@mccarter.com A full-text copy of the Interim DIP Order with Budget is available at http://bankrupt.com/misc/LOVEorddip0717.pdf Love Culture Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. N.J. Case No. 14-24508) on July 16, 2014. J.E. Rick Bunka signed the petition as chief restructuring officer. The Debtor estimated assets of $10 million to $50 million and liabilities of at least $10 million. Judge Novalyn L. Winfield presides over the case. Lowenstein Sander LLP acts as the Debtor's counsel. PricewaterhouseCoopers LLP serves as the Debtor's financial advisor. Epiq Systems is the Debtor's claims and noticing agent. Consensus Advisory Service LLC and Consensus Securities LLC is the Debtor's investment banker. LOVE CULTURE: To Conduct Store-Closing Sales -------------------------------------------- Love Culture Inc. seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to conduct store-closing sales in all of its 76 retail stores. The Debtor says in papers filed in court that about 42 parties, which include strategic or financial buyers and liquidators, expressed initial interest and entered into non-disclosure agreements, enabling them to conduct initial due diligence. The Debtor proposes that bids must be submitted on or July 27, 2014, so that an auction can proceed on July 29. The Debtor contemplates that the store-closing sales must commence no later than Aug. 1. Love Culture Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. N.J. Case No. 14-24508) on July 16, 2014. J.E. Rick Bunka signed the petition as chief restructuring officer. The Debtor estimated assets of $10 million to $50 million and liabilities of at least $10 million. Judge Novalyn L. Winfield presides over the case. Lowenstein Sander LLP acts as the Debtor's counsel. PricewaterhouseCoopers LLP serves as the Debtor's financial advisor. Epiq Systems is the Debtor's claims and noticing agent. Consensus Advisory Service LLC and Consensus Securities LLC is the Debtor's investment banker. LOVE CULTURE: Will Reject Store Leases -------------------------------------- Love Culture Inc. asks the U.S. Bankruptcy Court for the District of New Jersey to approve procedures to streamline its rejection of leases of non-residential real property and executory contracts and abandonment of related property. Prior to the Petition Date, the Debtor determined that it may need to close certain of its Retail Stores to preserve and maximize the value of its estate. The Debtor intends to surrender possession of the Closing Stores to the applicable landlords as soon as possible, but by no later than July 31, 2014. During the Chapter 11 Case, the Debtor will continue to evaluate its unexpired leases of non-residential real property and executory contracts to determine which of them are no longer beneficial for its estate. The Rejection Procedures provide that once the Debtor determines to reject a Designated Lease or Contract, the Debtor will file a written notice with the Court and serve a copy of the Rejection Notice upon all applicable parties-in-interest. Any party-in- interest that asserts a claim arising out of, or related to, the rejection of Designated Leases and Contracts and/or the removal or disposition of Related Property, must file a proof of claim by the later of either: (i) the deadline established in the Chapter 11 Case for the filing of proofs of claim, or (ii) 30 days after the Rejection Date. Counter parties to a Designated Lease or Contract and/or all interested parties are affored an opportunity to object to the Rejection Notice. Moreover, should a mutual resolution not be obtained by the Debtor with respect to any objection filed, the Rejection Procedures provide for the scheduling of a hearing before the Court to consider the matter. Love Culture Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. N.J. Case No. 14-24508) on July 16, 2014. J.E. Rick Bunka signed the petition as chief restructuring officer. The Debtor estimated assets of $10 million to $50 million and liabilities of at least $10 million. Judge Novalyn L. Winfield presides over the case. Lowenstein Sander LLP acts as the Debtor's counsel. PricewaterhouseCoopers LLP serves as the Debtor's financial advisor. Epiq Systems is the Debtor's claims and noticing agent. Consensus Advisory Service LLC and Consensus Securities LLC is the Debtor's investment banker. LOVE CULTURE: Has Until Aug. 30 to File Schedules ------------------------------------------------- Judge Novalyn L. Winfield extended Love Culture Inc.'s time to file its schedules of assets and liabilities and statement of financial affairs through and including Aug. 30, 2014. Love Culture Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. N.J. Case No. 14-24508) on July 16, 2014. J.E. Rick Bunka signed the petition as chief restructuring officer. The Debtor estimated assets of $10 million to $50 million and liabilities of at least $10 million. Judge Novalyn L. Winfield presides over the case. Lowenstein Sander LLP acts as the Debtor's counsel. PricewaterhouseCoopers LLP serves as the Debtor's financial advisor. Epiq Systems is the Debtor's claims and noticing agent. Consensus Advisory Service LLC and Consensus Securities LLC is the Debtor's investment banker. LOVE CULTURE: Can Employ Epiq as Claims & Noticing Agent -------------------------------------------------------- Judge Novalyn L. Winfield authorized Love Culture Inc. to employ Epiq Bankruptcy Solutions, LLC, as claims and noticing agent to, among other things, (i) distribute required notices to parties-in- interest, (ii) receive, maintain, docket, and otherwise administer the proofs of claim filed in the Debtor's case, and (iii) provide other noticing, claims, and administrative services as required by the Debtor that would fall within the purview of services to be provided by the Court of Clerk's Office. Love Culture Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. N.J. Case No. 14-24508) on July 16, 2014. J.E. Rick Bunka signed the petition as chief restructuring officer. The Debtor estimated assets of $10 million to $50 million and liabilities of at least $10 million. Judge Novalyn L. Winfield presides over the case. Lowenstein Sander LLP acts as the Debtor's counsel. PricewaterhouseCoopers LLP serves as the Debtor's financial advisor. Epiq Systems is the Debtor's claims and noticing agent. Consensus Advisory Service LLC and Consensus Securities LLC is the Debtor's investment banker. MAVILLE INTERIORS: Painting Contractor Files Ch.11 in Phoenix ------------------------------------------------------------- Maville Interiors Inc., in Glendale, Arizona, filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 14-10220) on July 2, 2014, in Phoenix. Maville Interiors is a painting contractor that works with home builders. Judge Eileen W. Hollowell oversees the case. Patrick A Clisham, Esq., and David WM Engelman, Esq., at Engelman Berger, P.C., serve as the Debtor's counsel. In its petition, Maville Interiors estimated $1 million to $10 million in both assets and liabilities. The petition was signed by John M. Toth, director/president. Mike Sunnucks, writing for Phoenix Business Journal, reported that company president John Toth said in bankruptcy filings Maville has had as much as 20% of the local market for residential painting. Maville has 200 employees. Like other construction and contracting firms, Maville has had to navigate the recession, real estate collapse and less than brisk recovery. According to the report, Mr. Engelman, Maville's counsel, said the company hopes to stay in business, reorganize its debts and reemerge from Chapter 11. According to the report, Maville said in court filings it owes Sherwin-Williams Co. $986,000 and has another $79,000 in federal tax liens. Maville had $45,000 cash on hand and $1.5 million in outstanding accounts receivable. MEGA RV CORP: U.S. Trustee Appoints Creditors' Committee -------------------------------------------------------- The U.S. Trustee for Region 16 on July 3 appointed three creditors of Mega RV Corp. to serve on the official committee of unsecured creditors. The unsecured creditors' committee is composed of: (1) Bank of the West c/o Mark S. Blackman, Esq. 6345 Balboa Blvd., Suite 300 Encino, CA 91316 (2) Forest River, Inc. 55470 County Road 1 P.O. Box 3030 Elkhart, IN 46514 Attn: Joe Greenlee, Chief Financial Officer (3) Winnebago Industries, Inc. 605 W. Crystal Lake Road Forest City, IA 50436 Attn: Scott C. Folkers, VP and General Counsel Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Mega RV Corp. Mega RV Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Calif. Case No. 14-13770) on June 15, 2014. Brent McMahon signed the petition as president. The Debtor estimated assets and liabilities of at least $10 million. Goe & Forsythe, LLP, serves as the Debtor's counsel. Judge Mark S Wallace presides over the case. MF GLOBAL: $100M in Settlements OK'd in Metal Manipulation Case --------------------------------------------------------------- Law360 reported that a New York federal judge has approved settlements by hedge fund Moore Capital Management LP and a former MF Global Inc. broker totaling nearly $100 million in a class action over supposed manipulation in the platinum and palladium markets. According to the report, Judge William Pauley granted preliminary approval to two settlements by Moore totaling $57.4 million and two settlements by Joseph Welsh totaling $42 million, overruling objections by the liquidating trustee for MF Global and a potential class member. The case is In Re: Platinum and Palladium Commodities Litigation, Case No. 1:10-cv-03617 (S.D.N.Y.). 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. MISSION NEW ENERGY: Unit Awarded $3MM in Indonesian Arbitration --------------------------------------------------------------- Mission NewEnergy Limited announced that the Indonesian arbitration panel, in a 2-1 majority decision, has awarded Mission's subsidiary, Oleovest Pte Ltd, with US$3,360,000. Funds will materially be used to pay down convertible note debt and for general working capital purposes. Mission is awaiting the panel's written decision. About Mission NewEnergy Based in Subiaco, Western Australia, Mission NewEnergy Limited is a producer of biodiesel that integrates sustainable biodiesel feedstock cultivation, biodiesel production and wholesale biodiesel distribution focused on the government mandated markets of the United States and Europe. The Company is not operating its biodiesel refining segment. The refineries are being held in care and maintenance either awaiting a return to positive operating conditions or the sale of assets. The Company has materially diminished its Jatropha contract farming operation and the company is now focused on divesting the remaining Indian assets. The Company intends to cease all Indian operations. The Company's balance sheet at Dec. 31, 2013, showed $4.92 million in total assets, $13.96 million in total liabilities and a $9.04 million total deficiency. Mission NewEnergy disclosed net profit of A$10.05 million on A$8.41 million of total revenue for the year ended June 30, 2013, as compared with a net loss of A$6.19 million on A$38.20 million of total revenue during the prior fiscal year. BDO Audit (WA) Pty Ltd, in Perth, Western Australia, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the Company incurred operating cash outflows of $3.7 million during the year ended 30 June 2013 and, as of that date the consolidated entity's total liability exceeded its total assets by $12.5 million. These conditions, along with other matters, raise substantial doubt the Company's ability to continue as a going concern. MONARCH COMMUNITY: Regulators Terminate Consent Order ----------------------------------------------------- Monarch Community Bancorp, Inc., received a formal order of the Federal Deposit Insurance Corporation and the State of Michigan Department of Insurance and Financial Services terminating the Consent Order issued by these agencies on May 6, 2010. This order is consistent with Monarch's previous announcement that based on its 2014 FDIC/State of Michigan examination Monarch was in compliance with the Consent Order and expected the Consent Order's formal termination. About Monarch Community Coldwater, Michigan-based Monarch Community Bancorp, Inc., was incorporated in March 2002 under Maryland law to hold all of the common stock of Monarch Community Bank, formerly known as Branch County Federal Savings and Loan Association. The Bank converted to a stock savings institution effective Aug. 29, 2002. In connection with the conversion, the Company sold 2,314,375 shares of its common stock in a subscription offering. Monarch Community reported a net loss available to common stockholders of $2.55 million in 2013, a net loss available to common sockholders of $741,000 in 2012 and a net loss of $353,000 in 2011. The Company's balance sheet at March 31, 2014, showed $183.54 million in total assets, $163.67 million in total liabilities and $19.87 million in total stockholders' equity. NATCHEZ REGIONAL: Community Health Systems to Acquire Assets ------------------------------------------------------------ Community Health Systems, Inc. on July 11 disclosed that subsidiaries of the Company have executed a definitive agreement to acquire substantially all of the assets of 179-bed Natchez Regional Medical Center in Natchez, Mississippi. Natchez Regional Medical Center voluntarily filed for Chapter 9 bankruptcy in March 2014. The definitive agreement is subject to approval of the bankruptcy court and an auction of Natchez Regional Medical Center. Through its affiliates, Community Health Systems currently operates 12 affiliated hospitals in Mississippi, including Natchez Community Hospital. "We look forward to completing this potential acquisition and working with the medical staffs and employees of both hospitals in Natchez in a coordinated approach to providing quality care for local residents." Commenting on the July 11 announcement, Wayne T. Smith, chairman, president and chief executive officer of Community Health Systems, Inc., said, "We look forward to completing this potential acquisition and working with the medical staffs and employees of both hospitals in Natchez in a coordinated approach to providing quality care for local residents." About Community Health Systems, Inc. Community Health Systems, Inc. -- http://www.chs.net-- is one of the largest publicly-traded hospital companies in the United States and a leading operator of general acute care hospitals in communities across the country. Through its subsidiaries, the Company currently owns, leases or operates 208 affiliated hospitals in 29 states with an aggregate of approximately 31,300 licensed beds. The Company's headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol "CYH." About Natchez Regional Based in Natchez, Mississippi, Natchez Regional Medical Center is a full-service hospital offering comprehensive diagnostic and treatment services for acute, subacute and ambulatory care. Natchez Regional serves as a referral center for the five Mississippi counties and two Louisiana parishes it serves, known locally as the Miss-Lou. The hospital is owned by Adams County. Natchez Regional Medical Center filed for Chapter 9 bankruptcy protection (Bankr. S.D. Miss. Case No. 14-01048) on March 26, 2014. Eileen N. Shaffer, Esq., Attorney At Law, serves as bankruptcy counsel. In its petition, the Center listed total assets of $27.8 million and total debts of $20.80 million. The petition was signed by Donny Rentfro, hospital CEO. At the onset of the case, the 179-bed facility said intends to have a term sheet outlining a sale of the facility to a "qualified buyer." The hospital blamed financial problems on "ill-timed and poorly integrated acquisition of physicians' practices and new clinical technologies," the report related. This is the Center's second bankruptcy filing in six years. It filed a Chapter 9 petition on Feb. 12, 2009 (Bankr. S.D. Miss. Case No. 09-00477). Eileen N. Shaffer, Esq., also represented the Debtor as counsel in the 2009 case. The Debtor listed total assets of between $10 million and $50 million, and total debts of between $10 million and $50 million in the 2009 petition. Nathcez Regional exited bankruptcy in December 2009 after a court approved its plan of adjustment, in which all unsecured creditors owed $5,000 were to be paid in full. In the 2014 case, Bankruptcy Judge Neil P. Olack, who presides over the case, has held that appointment of a patient care ombudsman is unnecessary. NATROL INC: Committee Taps Carl Marx as Financial Advisors ---------------------------------------------------------- The Bankruptcy Court will convene a hearing on July 30, 2014, at 10:00 a.m., to consider the application of the Official Committee of Unsecured Creditors to retain Carl Marks Advisory Group LLC, as financial advisors. The Committee said CMAG will monitor the performance and plans of the Debtor for the benefit of the Committee. CMAG will perform services, which will include, but not be limited to: a. analyze the current financial position of the Debtor; b. analyze the Debtor's business plans, cash flow projections, restructuring programs, and other reports or analyses prepared by the Debtor or its professionals in order to advise the Committee on the viability of the continuing operations and the reasonableness of projections and underlying assumptions; c. attend and advise at meetings with the Committee, its counsel, other financial advisors and representatives of the Debtor. The engagement will be led by partner Christopher K. Wu. Mr. Wu will supervise the engagement with whatever additional resources from CMAG are reasonably required. The Debtor will pay CMAG: 1. at the rate of $40,000 per monthly period; and 2. a success fee, in the amount of $200,000, which requires consent and approval by the Committee, and which will be earned in full upon: (i) substantial consummation of a Chapter 11 plan of reorganization, liquidation or otherwise in the Debtor's chapter 11 case, or (ii) a sale of substantially all of the assets, in either case which: (A) is supported by the Committee; and (B) results in a 100% recovery to all general unsecured creditors with an allowed claim; CMAG confirms that no employees of CMAG have any financial interest or business with the Debtor and CMAG is not aware of any conflicts in connection with this engagement. Mr. Wu assures the Court that CMAG is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm may be reached at: Christopher K. Wu Carl Marks Advisory Group LLC 900 Third Avenue, 33rd Floor New York, NY 10036 Tel: (212) 909-8447 E-mail: cwu@carlmarks.com In a separate docket entry, the Court scheduled omnibus hearing on Aug. 25, at 1:00 p.m., and Sept. 22, at 10:00 p.m. About Natrol, Inc. Headquartered in Chatsworth, Calif., Natrol, Inc. -- http://www.natrol.com-- is a wholly owned subsidiary of Plethico Pharmaceuticals Limited. Plethico Pharmaceuticals Limited (BSE: 532739. BO: PLETHICO) engages in the manufacturing, marketing and distribution of pharmaceutical and allied healthcare products around the world. Natrol products are made in the U.S. Established in 1980, Natrol, Inc. has been a global leader in the nutrition industry, and a trusted manufacturer and marketer of a superior quality of herbs and botanicals, multivitamins, specialty and sports nutrition supplements made to support health and wellness throughout all ages and stages of life. Natrol products are available in health food stores, drug and grocery stores, and mass-market retailers, and through Natrol.com and other online retailers. Natrol distributes products nationally through more than 54,000 retailers as well as internationally in over 40 other countries through distribution partners. Natrol, Inc., and its six affiliates sought bankruptcy protection on June 11, 2014 (Case No. 14-11446, Bankr. D. Del.). The case is assigned to Judge Brendan Linehan Shannon. The Debtors are represented by Robert A. Klyman, Esq., and Samuel A. Newman, Esq., at Gibson, Dunn & Crutcher LLP, in Los Angeles, California; and Michael R. Nestor, Esq., Maris J. Kandestin, Esq., and Ian J. Bambrick, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. The Debtors' Claims and Noticing Agent is Epiq Systems Inc. The Debtors requested that the Court approve the employment of (i) Jeffrey C. Perea of the firm Conway MacKenzie Management Services, LLC as chief financial officer and for CMS to provide temporary employees to assist Mr. Perea in carrying out his duties; (ii) Stephen P. Milner of the firm Squar, Milner, Peterson, Miranda & Williamson LLP as chief restructuring officer and for CMS to provide temporary employees to assist Mr. Milner in carrying out his duties; (iv) BDO USA, LLP as auditor; (v) TaxGroup Partners as tax services provider. The U.S. Trustee for Region 3 on June 19 appointed five creditors of Natrol, Inc. to serve on the official committee of unsecured creditors. The Committee tapped to retain Otterbourg P.C. as lead counsel; (ii) Pepper Hamilton LLP as Delaware counsel; and (iii) CMAG as financial advisors. Cerberus Business Finance, LLC, solely in its capacity as administrative agent and collateral agent under a financing agreement dated March 5, 2013, as amended, is represented by Laura Davis Jones, Esq., Timothy O. Cairns, Esq. and Peter J. Keane, Esq. at Pachulski, Stang, Ziehl & Jones, LLP of Wilmington, Delaware and Michael L. Tuchin, Esq., David M. Stern, Esq., Robert J. Pfister, Esq., and Colleen M. Keating, Esq. at Klee, Tuchin, Bogdanoff & Stern of Los Angeles, California. NATROL INC: July 30 Hearing on Cerberus Bid for Ch.11 Trustee ------------------------------------------------------------- The Bankruptcy Court will convene a hearing on July 30, 2014, at 10:00 to consider approval of a motion to appoint a Chapter 11 trustee in the cases of Natrol, Inc., et al. Cerberus Business Finance, LLC, solely in its capacity as administrative agent and collateral agent under a financing agreement dated March 5, 2013, as amended, filed the motion to appoint a trustee on June 19. As reported in the Troubled Company Reporter on July 7, 2014, Cerberus which loaned $75 million to the Debtor, told the Court that the Debtor has made questionable payments from the loaned funds including a $25 million payment to Fabtech, an alleged Singapore entity, although Fabtech is not registered to do business in Singapore and is not domiciled at the business address provided by the Debtor. The $25 million payment to Fabtech is highly suspicious. First, there are two differing contracts with Fabtech. Each bears a different date and is signed by a different officer of the Debtor. The contracts are of differing page lengths, ripe with misspellings and other irregularities, and provide that the $25 million be wired to different offshore accounts. Additionally, the contracts do not delineate exactly for what Fabtech is being paid. Since the date of the loan, Cerberus has spent countless hours trying to get answers regarding the Fabtech payment and other questionable disbursements by the Debtor. Ceberus argued that appointment of a trustee is necessary because the Debtor, who is operating as a debtor-in-possession, cannot be trusted to fulfill its fiduciary obligations to the estate and creditors. Cerberus asserts that ample "cause" exists for the appointment of a trustee pursuant to Section 1104(a) of the Bankruptcy Code. In addition to the Debtor's suspicious expenditures, two CFOs, a CEO and over a dozen more high ranking officers and advisors of the Debtor have either been terminated or resigned since the date of the Cerberus loan. Given the Debtor's questionable loan to Fabtech, high rate of turnover, general lack of business acumen, and acrimony and distrust between the Debtor and it largest creditor, Cerberus claims that the appointment of a Chapter 11 Trustee is in the best interest of the creditors and the estate pursuant to Sec. 1104(a)(2) of the Bankruptcy Code. Cerberus alleges that creditors of the Debtor have no valid basis for relying on the Debtor's trustworthiness or prospects for rehabilitation with the current management structure of the Debtor. About Natrol, Inc. Headquartered in Chatsworth, Calif., Natrol, Inc. -- http://www.natrol.com-- is a wholly owned subsidiary of Plethico Pharmaceuticals Limited. Plethico Pharmaceuticals Limited (BSE: 532739. BO: PLETHICO) engages in the manufacturing, marketing and distribution of pharmaceutical and allied healthcare products around the world. Natrol products are made in the U.S. Established in 1980, Natrol, Inc. has been a global leader in the nutrition industry, and a trusted manufacturer and marketer of a superior quality of herbs and botanicals, multivitamins, specialty and sports nutrition supplements made to support health and wellness throughout all ages and stages of life. Natrol products are available in health food stores, drug and grocery stores, and mass-market retailers, and through Natrol.com and other online retailers. Natrol distributes products nationally through more than 54,000 retailers as well as internationally in over 40 other countries through distribution partners. Natrol, Inc., and its six affiliates sought bankruptcy protection on June 11, 2014 (Case No. 14-11446, Bankr. D. Del.). The case is assigned to Judge Brendan Linehan Shannon. The Debtors are represented by Robert A. Klyman, Esq., and Samuel A. Newman, Esq., at Gibson, Dunn & Crutcher LLP, in Los Angeles, California; and Michael R. Nestor, Esq., Maris J. Kandestin, Esq., and Ian J. Bambrick, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. The Debtors' Claims and Noticing Agent is Epiq Systems Inc. The Debtors requested that the Court approve the employment of (i) Jeffrey C. Perea of the firm Conway MacKenzie Management Services, LLC as chief financial officer and for CMS to provide temporary employees to assist Mr. Perea in carrying out his duties; (ii) Stephen P. Milner of the firm Squar, Milner, Peterson, Miranda & Williamson LLP as chief restructuring officer and for CMS to provide temporary employees to assist Mr. Milner in carrying out his duties; (iv) BDO USA, LLP as auditor; (v) TaxGroup Partners as tax services provider. The U.S. Trustee for Region 3 on June 19 appointed five creditors of Natrol, Inc. to serve on the official committee of unsecured creditors. The Committee tapped to retain Otterbourg P.C. as lead counsel; (ii) Pepper Hamilton LLP as Delaware counsel; and (iii) CMAG as financial advisors. Cerberus Business Finance, LLC, solely in its capacity as administrative agent and collateral agent under a financing agreement dated March 5, 2013, as amended, is represented by Laura Davis Jones, Esq., Timothy O. Cairns, Esq. and Peter J. Keane, Esq. at Pachulski, Stang, Ziehl & Jones, LLP of Wilmington, Delaware and Michael L. Tuchin, Esq., David M. Stern, Esq., Robert J. Pfister, Esq., and Colleen M. Keating, Esq. at Klee, Tuchin, Bogdanoff & Stern of Los Angeles, California. NOVA HOSPITALITY: Case Summary & Largest Unsecured Creditor ----------------------------------------------------------- Debtor: NOVA Hospitality Group LLC 6337 Summerday Court Burke, VA 22015 Case No.: 14-12739 Chapter 11 Petition Date: July 22, 2014 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Debtor's Counsel: Raymond Pring, Jr., Esq. THE LAW OFFICE OF RAYMOND R. PRING, JR. 9161 Liberia Avenue, Suite 100 Manassas, VA 20110 Tel: 703 366-3920 Fax: 703 842-8212 Email: rpring@pringlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Mannem P. Reddy, authorized member. The Debtor listed Greenberg Traurig as its largest unsecured creditor holding a claim of $39,798. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/vaeb14-12739.pdf OPTIM ENERGY: Energy Future Ends Bid for Power Plant ---------------------------------------------------- Law360 reported that bankrupt Energy Future Holdings Corp. is bowing out of an August auction for a Texas coal plant belonging to also-bankrupt Optim Energy LLC, it told a Delaware judge, leaving a field that features Arclight Capital Partners LLC's $82 million stalking-horse bid. According to the report, Energy Future subsidiary Texas Competitive Electric Holdings Co. LLC had requested permission on June 27 to bid at least $68 million for the plant, but has changed its mind, according to a new filing in Delaware bankruptcy court. Company spokesman Allan Koenig cited only "business decisions" as the reason for the withdrawal in an email, the report related. About Optim Energy Optim Energy, LLC, and its affiliates are power plant owners principally engaged in the production of energy in Texas's deregulated energy market. Optim owns and operates three power plants in eastern Texas: the Twin Oaks plant in Robertson County, Texas, the Altura Cogen plant in Harris County, Texas and the Cedar Bayou plant in Chambers County, Texas. The Altura and Cear Bayou plants are fueled by natural gas, and the third is coal- fired. Optim Energy and its affiliates sought Chapter 11 protection from creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12, 2014. The Debtors have tapped Bracewell & Giuliani LLP and Morris, Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as restructuring advisors; and Prime Clerk LLC as claims agent. Optim Energy, LLC scheduled $6,948,418 in assets and $716,561,450 in liabilities. Optim Energy Cedar Bayou 4, LLC, disclosed $183,694,097 in assets and $717,646,180 in liabilities as of the Chapter 11 filing. The Debtors have $713 million of outstanding principal indebtedness. On Feb. 27, 2014, Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the Bankruptcy Court that she was unable to appoint an official committee of unsecured creditors in the Debtors' cases. The U.S. Trustee explained that there were insufficient responses to her communication/contact for service on the committee. About Energy Future Holdings, fka TXU Corp. Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4 billion in book value and total liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. PAYCOM SOFTWARE: Covenant Trip Overshadows Sales Growth ------------------------------------------------------- Lisa Allen, writing for The Deal, reported that investors in private equity-backed Paycom Software Inc. are banking on continued revenue growth as the payroll software provider tries to figure out how to comply with a waived debt covenant and how to improve its lackluster stock performance after a disappointing initial public offering. The Deal recalled that Paycom sold 6.65 million shares on April 14 priced at $15 each, which was below the expected $18 to $20, and raised about $99.68 million. Paycom also has a waiver on the current debt-to-Ebitda covenant attached to its bank loans, which mandate a ratio of less than 1.5 to 1 times, through April 30, and Paycom was not in compliance with that covenant as of March 31, The Deal said. The relevant loans are an $11.86 million secured term note due Dec. 15, 2018, bearing interest at 5% and a $13.52 million construction loan that will be converted to long-term notes when the related construction project is completed, bearing interest at the Wall Street Journal U.S. Prime rate plus 50 basis points, with a minimum rate of 4%, The Deal related. PLATFORM SPECIALTY: Mood's Affirms B1 CFR on $405MM Debt Funding ---------------------------------------------------------------- Moody's Investors Service affirmed the B1 corporate family rating and B1-PD probability of default ratings of Platform Specialty Products Corporation following the company's announcement that it is raising $405 million of additional debt to fund the acquisition of Chemtura's AgroSolutions business. The additional debt was rated B1 and will be issued through a $275 million euro equivalent senior secured term loan due 2020 and a $130 million add-on to the existing senior secured term loan due 2020. Moody's also affirmed the B1 ratings on both the existing $755 million senior secured term loan due 2020 and the $150 million senior secured revolver due 2018, which was also upsized from $50 million. The proposed $275 million euro equivalent term loan will be issued by Platform's European subsidiaries, MacDermid Agricultural Solutions Holdings BV and Netherlands Agricultural Investment Partners, LLC, as co-borrowers. Moody's affirmed the SGL-2 speculative grade liquidity rating. The ratings outlook is stable. "Platforms willingness to use a meaningful amount of equity to fund larger acquisitions continues to support its B1 rating, despite its acquisitive business strategy," said Lori Harris an Analyst at Moody's. Debt List Ratings assigned: Issuer: MacDermid Inc. $130 million add-on first lien term loan facility due 2020 at B1 (LGD3) Issuer: MacDermid Agricultural Solutions Holdings BV Issuer: Netherlands Agricultural Investment Partners, LLC $275 million Euro equivalent Term Loan B due 2020 at B1 (LGD3) * Ratings affirmed: Issuer: Platform Specialty Products Corporation Corporate Family Rating B1 Probability of Default Rating B1-PD Speculative Grade Liquidity Rating SGL-2 Issuer: MacDermid Inc. $150 million revolving facility due 2018 to B1 (LGD3) $755 million first lien term loan facility due 2020 to B1 (LGD3) The Outlook is stable. * Ratings are subject to receipt of final executed documentation. Ratings Rationale The affirmation of the B1 corporate family rating reflects Moody's expectation that Platform's pro forma leverage will not increase significantly to finance the AgroSolutions acquisition; pro forma Debt/EBITDA is 4.2x for the LTM ended March 31, 2014. Platform's $1 billion acquisition of AgroSolutions will be funded with $300 million in cash from the balance sheet, $287 million in cash raised through a private issuance of public equity (PIPE) completed in May 2014, $54 million in equity, and $405 million of newly issued debt. The AgroSolutions acquisition will expand Platform's business diversity with the addition of an agricultural formulator to its existing industrials business mix; the transaction is expected to close in the third quarter. (All ratios include Moody's Standard Adjustments.) The B1 rating reflects the diverse revenue stream, strong margins and cash flow generating capabilities of the combined businesses, which benefit from geographic, operational, and product diversity through its global footprint, with significant operations in the US, Europe, and Asia. Platform's demonstrated ability to generate positive free cash flow throughout the business cycle and improve margins, supports the ratings, as does the low capital expenditure requirements, which further support free cash flow at the combined entity. The company enjoys strong market positions in certain niche markets and has limited exposure to volatile raw materials costs, since the majority of Platform's raw materials are not petrochemical-based and therefore the company does not experience the same cost pressures as other chemical firms. The rating is tempered by elevated event risk due to Platform's stated strategy, as an acquirer of specialty chemical companies, which may increase the company's leverage. The rating is also limited by the company's moderate size measured by pro forma sales of approximately $1.2 billion for the LTM ended March 31, 2013. Pro forma for the transaction, Platform will generate approximately 48% of sales from Performance Chemicals, 38% from agricultural chemicals, and 14% from graphic solutions. The B1 rating on the new $275 million euro equivalent term loan reflects expectations that it will have equivalent recovery as the US senior secured facilities due to the debt allocation mechanism agreement, as well as other provisions under the final deal agreements. The stable outlook reflects the expectation that management will continue to use equity to fund a portion of larger transactions so that leverage remains below 5.0x. There is limited upside to the rating at this time. The ratings could be upgraded if leverage falls below 4.0x on a sustained basis and the company demonstrates its ability to grow its sales and generate significant free cash flow. Conversely, Platform's ratings could be downgraded if its operating and credit metrics deteriorate. Specifically, if leverage increase above 5.0x and free cash flow/Debt declines below 4% Moody's could contemplate a rating downgrade. The rating would be pressured if management undertakes a sizable debt- financed acquisition, if the company accelerates the pace of acquisitions and debt rises faster than EBITDA, or if there is no debt reduction between acquisitions. SGL-2 rating reflects good liquidity based upon Platform's cash generating capabilities, as a result of strong margins and modest capex needs, and the upsized revolver, to $150 million, which is expected to be largely unused. Headquartered in Miami, Florida, Platform Specialty Products Corp (Platform) is a publicly-traded company founded by investors Martin Franklin and Nicolas Berggruen in 2013. Platform's first acquisition in 2013 was MacDermid Holdings, LLC, a global manufacturer of variety of chemicals and technical services for a range of applications and markets including; metal and plastic finishing, electronics, graphic arts, and offshore drilling. Platform is in the process of acquiring Chemtura Corporation's AgroSolutions business in a levered transaction valued at roughly $1 billion. The AgroSolutions business is a provider of agrochemical and seed treatment products for a variety of crop applications, which will add a new business vertical to Platform's existing business. Revenues for the AgroSolutions business are estimated at $460 million for the LTM ending March 31, 2014. The principal methodology used in this rating was the Global Commodity Merchandising and Processing Companies published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. PLATFORM SPECIALTY: S&P Raises CCR to 'BB' & Removes From Watch --------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Platform Specialty Products Corp. to 'BB' from 'B+' and removed all ratings from CreditWatch, where S&P had placed them with positive implications on April 18, 2014. The outlook is stable. "At the same time, we assigned our 'BB' issue rating and '3' recovery rating to the company's revolving credit facility and incremental term loan facilities. We also raised our issue ratings on the company's existing term loan facilities to 'BB' from 'BB-' and revised our recovery rating to '3' from '2'. The '3' recovery rating indicates our expectation of meaningful recovery (50% to 70%) in the event of a payment default," S&P noted. The stable outlook reflects S&P's expectations that Platform will be able to complete and integrate the CAS acquisition successfully. "We expect the company's operating performance, cash flow generation, and financial policies will support the rating. We also believe the company's approach to funding growth will not stretch credit measures beyond our expectations at the rating," said Standard & Poor's credit analyst Seamus Ryan. "In the absence of further acquisitions, we would expect the company to maintain FFO to debt of at least 20%. Following any acquisitions, we would expect FFO to debt to remain above 12% at close, but approach 20% within 12 to 18 months." S&P could lower the ratings if it expects a large debt-funded acquisition or combination of acquisitions to result in a considerable weakening of credit measures, such that FFO to debt declines to below 12% for several quarters. S&P could also lower ratings if integration problems, unexpected weakness in global demand, or a very weak agricultural season leads to FFO to debt below 20% in the absence of any acquisition activity. While less likely, S&P could raise ratings if significant growth in new products or emerging markets improves the company's FFO to debt to above 30% over a sustained period. To raise ratings S&P would also expect the company to commit to this stronger financial risk profile, a step S&P views as unlikely given the company's strategy of growth through acquisitions. S&P could also raise ratings over the longer term if further acquisitions strengthen the business risk profile without meaningful deterioration of credit measures. PSL NORTH AMERICA: Asks Court to Extend Time to File Schedules -------------------------------------------------------------- PSL - North America LLC ask the Bankruptcy Court to further extend the time to file their financial schedules and statements to August 1, 2014. William A. Romanowicz, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, relates that before filing for bankruptcy, PSL expended significant time and resources reviewing their debt structure, analyzing their operations and cash flows, marketing their assets, and negotiating and documenting a DIP facility and stalking horse asset purchase agreement. These processes exhausted PSL's resources almost entirely. Since then, PSL worked with their various professionals to compile the necessary information required for the schedules and statements. PSL anticipated that the brief extension previously requested would be sufficient. However, extremely limited staff has been consumed almost entirely with stabilizing the business, facilitating investment in the water transmission pipeline market through the development and addition of a water transmission pipeline component to existing manufacturing facility and dealing with departures of key management personnel. PSL is represented by: John H. Knight, Esq. Paul N. Heath, Esq. Tyler D. Semmelman, Esq. Amanda R. Steele, Esq. William A. Romanowicz, Esq. RICHARDS, LAYTON & FINGER, P.A. 920 N. King Street Wilmington, DE 19801 Telephone: 302-651-7700 Facsimile: 302-651-7701 Email: knight@rlf.com heath@rlf.com semmelman@rlf.com steele@rlf.com romanowicz@rlf.com About PSL-North America Founded in 2006, PSL-North America LLC is a manufacturer and coater of large diameter steel pipes. The company has a state-of- the-art facility located in Bay St. Louis, Mississippi, with the land leased for 99 years. The company is an American-based partially owned subsidiary of India's largest producer and manufacturer of steel piping, PSL Limited. On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed voluntary petitions in Delaware (Lead Case No. 14-11477) seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Judge Peter J. Walsh. The Debtors seek to have their cases jointly administered for procedural purposes. PSL-North America estimated $50 million to $100 million in assets and $100 million to $500 million in debt in the bankruptcy petition. As of the Petition Date, the company had total outstanding debt obligations of $130 million, according to a court filing. Proposed counsel for the Debtor are John H. Knight, Esq., Paul N. Heath, Esq., Tyler D. Semmelman, Esq., Amanda R. Steele, Esq. and William A. Romanowicz, Esq. at Richards, Layton & Finger, P.A. of Wilmington, Delaware. Epiq Bankruptcy Solutions serves as claims agent. PSL NORTH AMERICA: U.S. Trustee Unable to Form Creditors Committee ------------------------------------------------------------------ Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the Bankruptcy Court that a committee of unsecured creditors has not been appointed in the Chapter 11 cases of PSL-North America LLC, et al. According to the U.S. Trustee, there was insufficient response to the Trustee's communication/contact for service on the committee. About PSL-North America Founded in 2006, PSL-North America LLC is a manufacturer and coater of large diameter steel pipes. The company has a state-of- the-art facility located in Bay St. Louis, Mississippi, with the land leased for 99 years. The company is an American-based partially owned subsidiary of India's largest producer and manufacturer of steel piping, PSL Limited. On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed voluntary petitions in Delaware (Lead Case No. 14-11477) seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Judge Peter J. Walsh. The Debtors seek to have their cases jointly administered for procedural purposes. PSL-North America estimated $50 million to $100 million in assets and $100 million to $500 million in debt in the bankruptcy petition. As of the Petition Date, the company had total outstanding debt obligations of $130 million, according to a court filing. Proposed counsel for the Debtor are John H. Knight, Esq., Paul N. Heath, Esq., Tyler D. Semmelman, Esq., Amanda R. Steele, Esq. and William A. Romanowicz, Esq. at Richards, Layton & Finger, P.A. of Wilmington, Delaware. Epiq Bankruptcy Solutions serves as claims agent. PUERTO RICO: Utility May Default on January Interest Payment ------------------------------------------------------------ Michelle Kaske, writing for Bloomberg News, reported that the Puerto Rico Electric Power Authority may miss a January interest payment to investors, according to Municipal Market Advisors, potentially triggering the largest restructuring ever of state and local debt. The agency, called Prepa, used $41.6 million of reserve funds to help make a $417.6 million payment to bondholders on July 1, according to Bloomberg. With the reserve now depleted by about 10 percent, "we expect the bond trustee is unlikely to make any more distributions to bondholders, reserving cash for likely litigation expenses," Matt Fabian, a managing director at Concord, Bloomberg cited a report by Massachusetts-based MMA. PULSE ELECTRONICS: Appoints Interim CEO and Chairman ---------------------------------------------------- Pulse Electronics Corporation said that its Board of Directors has named Alan H. Benjamin, chief operating officer of the Company, as interim chief executive officer, and John E. Major, lead independent member of Pulse's Board of Directors, as interim Chairman of the Board, effective July 16, 2014. These appointments follow the resignation of Ralph E. Faison from his positions as Chairman of the Board, chief executive officer and president of Pulse. Mr. Faison will continue to serve as a senior advisor to the company to allow for a smooth transition of his duties. The Board will immediately begin a search for a permanent chief executive officer, which will include both internal and external candidates. On July 16, 2014, the Company entered into an employment letter with Mr. Benjamin. Pursuant to the Employment Letter, Mr. Benjamin's base salary will be $600,000 per year during his service as interim chief executive officer. During Mr. Faison's consulting term, Mr. Faison will be paid a fee equal to his monthly base salary in effect as of the Effective Date, for his services and will work no more than 40 hours per week. Mr. Major said, "On behalf of the Board, I would like to thank Ralph for his many contributions and service to Pulse during his tenure at the company. The Board is grateful for Ralph's vision and leadership of Pulse, and he has positioned Pulse on a clear path to continued growth and success. The Board and Ralph mutually agreed that now is the right time for a change in leadership as we capitalize on the recent restructuring of Pulse's balance sheet, continue to reduce operating expenses and embark on the next phase of Pulse's growth. We look forward to working with Alan as he assumes the role of interim CEO." Mr. Major continued, "Pulse is fortunate to have an executive of Alan's caliber to step into the interim CEO role. His long tenure and exceptional knowledge of the company, our products and our markets, coupled with his extensive experience managing complex businesses and attention to driving results, will be extremely valuable to Pulse at a pivotal time in the company's history." "I am honored to serve as interim CEO, and I welcome this opportunity to work with the Board and employees of Pulse to realize the full potential of the company," said Mr. Benjamin. "Pulse is an innovative and exceptional company with outstanding products. I am grateful for having had the benefit of working with Ralph and look forward to building on the foundation he has laid. In addition, I am pleased to announce that the company expects net sales for the second quarter of 2014 of approximately $93.6 million, up 6.0 percent from $88.3 million in the prior-year quarter, and up 14.6 percent from $81.7 million in the first quarter." Mr. Faison said, "I would like to thank the Board of Directors and the employees of Pulse for the opportunity to lead the company over the last three years. As Senior Vice President and Chief Operating Officer, Alan is highly familiar with the company, its customers and its products, and is incredibly well positioned to serve as the interim CEO. "This is the right moment for succession in leadership," Mr. Faison said. "Now is the right time to put in place a new CEO to lead the company into the next phase of Pulse's growth." Mr. Benjamin has served as chief operating officer of Pulse since February 2011 and as senior vice president since May 2008. He joined Pulse in 1994, achieving roles with increasing responsibility over his tenure including president of the company's subsidiary, Pulse Electronics, Inc. (formerly known as Pulse Engineering, Inc.), senior vice president of the Signal Products Group, vice president of the Telecommunications Division and Vice President of the European Business Unit. Mr. Major is the president of MTSG, a strategic consulting and investment company. Previously, he served as the Chairman and chief executive officer of Novatel Wireless, Inc., a wireless data access solutions company, from 2000 to 2003, where he led the company's successful IPO in November 2000. Prior to that, he was the CEO of Wireless Knowledge, in addition to serving in various executive and leadership positions at Qualcomm and Motorola. About Pulse Electronics San Diego, California-based Pulse Electronics Corporation -- http://www.pulseelectronics.com/-- is a global producer of precision-engineered electronic components and modules, operating in three business segments: Network product group; Power product group; and Wireless product group. As of Dec. 28, 2012, Pulse had $188 million in total assets. As reported by the TCR on Juy 8, 2013, the Company dismissed KPMG LLP as its independent registered public accounting firm. Grant Thornton LLP was hired as replacement. Pulse Electronics reported a net loss of $27.02 million on $355.67 million of net sales for the year ended Dec. 27, 2013, as compared with a net loss of $32.09 million on $373.16 million of net sales for the year ended Dec. 28, 2012. The Company's balance sheet at March 28, 2014, showed $177.17 million in total assets, $235.99 million in total liabilities and a $58.82 million total shareholders' deficit. QUANTUM FOODS: Committee Wants Standing to Pursue Claims -------------------------------------------------------- The official committee of unsecured creditors in the Chapter 11 cases of Quantum Foods, LLC, and its affiliates seeks the Bankruptcy Court's authority to commence and prosecute litigation claims on behalf of Quantum Foods. Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, relates that the committee, Quantum Foods, and Crystal Financial LLC, as agent to Quantum Foods' senior secured lenders, entered into Court-approved agreements concerning the funding and prosecution of litigation claims held by the estates. In particular, Crystal agreed to provide the committee with a $45,000 advance to be used in their pursuit. The parties also agreed to a distribution protocol for bankruptcy recoveries, where Crystal agreed to provide the estates with the first $1.3 million of recoveries for the benefit of administrative, priority and general unsecured creditors. Accordingly, the parties have deemed it necessary to investigate and prosecute: (a) Quantum Foods' causes of action under Chapter 5 of the Bankruptcy Code; and (b) tort claims and causes of action of Quantum Foods' estates. The parties have agreed that the most efficient way to investigate and prosecute the litigation claims is the grant standing to the committee to do so. Mr. Collins notes that the litigation claims, if proven, may provide a basis for substantial recoveries. With respect to the Chapter 5 causes of action, Quantum Foods disclosed transfers to vendors of over $74 million in the 90 days before filing for Chapter 11 bankruptcy. The committee is represented by: Mark D. Collins, Esq. Russell C. Silberglied, Esq. Christopher M. Samis, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 About Quantum Foods Founded in 1990 and headquartered in Bolingbrook, Illinois, Quantum Foods, LLC -- http://www.quantumfoods.com-- provides protein products made from beef, poultry and pork. Quantum Foods and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to facilitate the sale of substantially all their business to CTI Foods Holding Co., LLC. The Debtors' primary secured indebtedness totals $50.2 million, owing to lenders led by Crystal Financial, LLC, as administrative and collateral agent. Quantum Foods is being advised in its restructuring by Daniel J. McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr, Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq., Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young, Conaway, Stargatt & Taylor, LLP, serve as local counsel. City Capital Advisors is the investment banker. FTI Consulting, Inc. also serves as advisor. BMC Group is the claims and notice agent. The U.S. Trustee for Region 3 appointed five members to the official committee of unsecured creditors in the case. The Committee is seeking to retain Triton Capital Partners, Ltd. as financial advisor; and Mark D. Collins, Esq., Russell C. Silberglied, Esq., Michael J. Merchant, Esq., Christopher M. Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton & Finger, P.A. as counsel. Raging Bull is represented in the case by Van C. Durrer II, Esq., at Skadden Arps Slate Meagher & Flom LLP. Crystal Finance LLC is represented by David S. Berman, Esq., at Riemer & Braunstein LLP. QUANTUM FOODS: Court Enforces APA and Allows Access to Facilities ----------------------------------------------------------------- Quantum Foods, LLC, and West Liberty Foods, LLC, are party to an asset purchase agreement, as amended, dated June 19, 2014. The sale was consummated on June 20, 2014. Andrew L. Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, explained that on June 25, 2014, West Liberty effectively evicted Quantum Foods from their own leased properties and affirmatively took exclusive control over their books and records and other property expressly excluded from the pool of assets purchased. The equipment sold to West Liberty was located in Quantum Foods' culinary and foods facilities in Bolingbrook, Illinois. Quantum Foods asked the Court to enforce the terms of the asset purchase agreement and to compel West Liberty to grant it reasonable access to facilities and recover property that was not sold, including their books and records. Quantum Foods also sought to sanction West Liberty for attorneys' fees expended as a result of West Liberty's actions on June 25, 2014. The Court approved Quantum Foods' request. About Quantum Foods Founded in 1990 and headquartered in Bolingbrook, Illinois, Quantum Foods, LLC -- http://www.quantumfoods.com-- provides protein products made from beef, poultry and pork. Quantum Foods and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to facilitate the sale of substantially all their business to CTI Foods Holding Co., LLC. The Debtors' primary secured indebtedness totals $50.2 million, owing to lenders led by Crystal Financial, LLC, as administrative and collateral agent. Quantum Foods is being advised in its restructuring by Daniel J. McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr, Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq., Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young, Conaway, Stargatt & Taylor, LLP, serve as local counsel. City Capital Advisors is the investment banker. FTI Consulting, Inc. also serves as advisor. BMC Group is the claims and notice agent. The U.S. Trustee for Region 3 appointed five members to the official committee of unsecured creditors in the case. The Committee is seeking to retain Triton Capital Partners, Ltd. as financial advisor; and Mark D. Collins, Esq., Russell C. Silberglied, Esq., Michael J. Merchant, Esq., Christopher M. Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton & Finger, P.A. as counsel. Raging Bull is represented in the case by Van C. Durrer II, Esq., at Skadden Arps Slate Meagher & Flom LLP. Crystal Finance LLC is represented by David S. Berman, Esq., at Riemer & Braunstein LLP. REGENCY ENERGY: Fitch Rates Proposed $500MM Unsecured Notes 'BB' ---------------------------------------------------------------- Fitch Ratings has assigned a 'BB' rating to Regency Energy Partners L.P.'s (RGP) proposed $500 million senior unsecured notes offering due 2022. Proceeds from the notes will be used to repay borrowings outstanding under RGP's revolving credit facility and for general partnership purposes. The Rating Outlook is Stable. RGP recently completed several significant acquisitions including PVR Partners, LP (PVR), Eagle Rock Midstream (EROC) assets, and Hoover Energy Partners, LP (Hoover). As a result, Fitch expects RGP's leverage to be high for 2014 (above 5.0x) as it completes and integrates these acquisitions. Fitch expects metrics to improve back to between 4.5x to 5.0x in 2015, further improving as earnings and cash flow from acquisitions and growth projects start to be fully realized on an annual basis. Offsetting increased leverage is Fitch's belief that the mergers will provide significant strategic benefits for RGP, including increased size, scale and business line diversity, favorable growth opportunities, and entry into the prolific Marcellus/Utica shales. The assets being acquired are complementary to RGP's existing businesses from a geographic perspective and should provide significant organic growth opportunities and easily achievable cost saving synergies KEY RATINGS DRIVERS Increased Size/Scale: The transactions have significantly increased RGP's size and scale, which are critical components for successfully operating master limited partnerships (MLPs). The acquisitions help provide more diversified cash flows, competitive advantages in the form of operational and cost synergies, and RGP's larger size should improve capital market access. Additionally, the transactions provide a significant foothold in the growing Marcellus region as well as complementary Midcontinent, East Texas, and Permian Basin operations. Significant Gross Margin Stability: Pro forma for the acquisitions, RGP has over 72% of its gross margin supported by fee-based contracts which are insulated from changes in commodity prices. PVR and Hoover are largely fee-based and while EROC's gross margin is only roughly 40% fixed fee, RGP is committed to maintaining its current hedging practices. Roughly 28% of RGP's gross margin is exposed to commodity price changes, particularly changes in natural gas and natural gas liquids prices (NGLs). RGP hedges the majority of its current-year open exposure, but is expected to have roughly 10% of gross margin fully exposed to commodity sensitivity. Should current hedging practices change materially to increase exposed gross margin, Fitch would likely take negative rating actions. Increased Leverage: Based on Fitch calculations, RGP's Debt/Adjusted EBITDA is expected to be above 5.0x for 2014, but return to the 4.5x-5.0x range in 2015 and fall below 4.5x for 2016 and beyond. Acquisitions are being done with a significant equity component, but the PVR transaction in particular is slightly leveraging due to high leverage at PVR. Fitch expects distribution coverage between 1.0x to 1.25x in 2014 and 2015. Fitch prefers to see distribution coverage in excess of 1.0x, as the cash retention can provide a financial cushion in a downturn, and help fund growth spending and/or debt reduction. Fitch typically adjusts EBITDA to exclude nonrecurring extraordinary items, and noncash mark-to-market earnings. Adjusted EBITDA excludes equity in earnings and includes dividends from unconsolidated affiliates. Fitch does not adjust EBITDA for material projects currently under construction. General Partner Relationship: While Fitch's ratings largely reflect RGP's credit profile on a stand-alone basis, they also consider the company's relationship with Energy Transfer Equity, L.P. (ETE; Fitch IDR 'BB'), the owner of its general partner interest. ETE's general partner interest gives it significant control over the MLP's operations, including most major strategic decisions such as investment plans. The relationship has also provided investment opportunities that might otherwise be unavailable to RGP. JV/Structural Subordination: RGP is the owner of several joint venture (JV) interests; some of which have external debt. RGP is structurally subordinate to the cash operating and debt service needs of these JVs and reliant on JV distributions to fund its capital spending and its own distributions. Adequate Liquidity: RGP currently has roughly $349 million in availability under its $1.5 billion revolving credit facility (RCF). The RCF contains financial covenants requiring RGP and its subsidiaries to maintain a debt-to-consolidated EBITDA ratio (as defined in the credit agreement - including JV and material projects pro forma EBITDA) of less than 5.5x, consolidated EBITDA- to-consolidated interest expense ratio greater than 2.50x, and a secured debt-to-consolidated EBITDA ratio less than 3.25x. As of March 31, 2014, RGP was in compliance with all of its covenants. RATING SENSITIVITIES Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- Continued large-scale acquisitions, or capital expenditures funded by higher than expected debt borrowings; -- A failure to significantly hedge open commodity price exposure; -- Significant and prolonged decline in demand/prices for NGLs, crude and natural gas; -- Debt/Adjusted EBITDA above the 4.5x to 5.0x range and distribution coverage below 1.0x on a sustained basis would also likely lead to a downgrade. Positive: Future developments that may, individually or collectively, lead to a positive rating action include: -- Reduced business risk resulting from a higher percentage of fixed-fee operations; -- Material improvement in credit metrics with sustained leverage at 4.0x or below. Fitch currently rates Regency as follows: -- Long-term Issuer Default Rating 'BB'; -- Senior secured revolver 'BB+'; -- Senior unsecured notes 'BB'; -- Series A preferred units 'B+'. REGENCY ENERGY: Moody's Rates New Senior Unsecured Notes 'Ba3' -------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Regency Energy Partners LP (Regency) and co-issuer Regency Energy Finance Corp.'s senior unsecured notes due 2022. Note proceeds will be used to repay borrowings outstanding under Regency's revolving credit facility. The outlook is stable. Issuer: Regency Energy Partners LP Ratings assigned: Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4) Ratings Rationale "Having closed on its acquisitions of PVR Partners, L.P. (PVR) and the midstream operations of Eagle Rock Energy Partners, L.P. (EROC midstream), the scale and basin diversity of Regency's midstream operations continue to expand," commented Andrew Brooks, Moody's Vice President. "While the company's debt leverage remains elevated, Moody's expect the incremental EBITDA accruing from acquisitions and growth projects, and moderating capital spending, will lead to reduced levels of debt leverage in 2014 and 2015." The Ba3 rating on Regency's senior unsecured notes reflects the subordination of the senior unsecured notes to Regency's $1.5 billion secured revolving credit facility's priority claim to the company's assets. The size of the claims relative to Regency's outstanding senior unsecured notes results in the notes being rated one notch below the Ba2 Corporate Family Rating (CFR) under Moody's Loss Given Default Methodology. Regency's Ba2 CFR reflects its large size and scale, notwithstanding the financial constraints associated with its master limited partnership (MLP) structure, its business and geographic diversification and high level of fee-based income derived from recent expansions and acquisitions. Its rating also recognizes Regency's rapid growth and evolving business mix profile, the execution risk associated with a rapid series of acquisitions, and its elevated debt leverage. Regency's leverage at year-end 2013, which exceeded 6x (including Moody's standard adjustments), reflects its heavy investment in growth capital spending. Debt leverage pro forma for the acquisitions will not increase, and should trend lower as a result of anticipated EBITDA growth and moderating capital spending. Moody's rating also takes into account the control of Regency exercised by Energy Transfer Equity, L.P. (ETE, Ba2 stable), its general partner, and the extent of ETE's overall consolidated leverage, including Regency, which exceeds 6x. Regency is a publicly traded MLP whose midstream operations consist of natural gas gathering and processing (G&P), gas pipeline transmission and natural gas liquids (NGLs) transportation, processing and fractionation. On March 21, Regency closed on its units-for-units acquisition of PVR, including the assumption of PVR's $1.8 billion of senior notes and the repayment of PVR's revolving credit facility with borrowings under Regency's revolving credit facility. PVR will provide Regency with an expanded presence in the rapidly growing Marcellus Shale. On July 1, Regency closed on its acquisition of EROC midstream, including the exchange of $499 million of EROC's senior notes for $499 million of Regency's senior notes. Regency should have adequate liquidity into 2015, which is captured in its SGL-3 Speculative Grade Liquidity Rating (SGL). In February 2014, Regency increased its $1.2 billion secured revolving credit facility commitment to $1.5 billion, and the uncommitted portion to $500 million from $300 million. The increases were established to facilitate the PVR and EROC midstream acquisitions. The revolver is scheduled to mature in May 2018. As of July 18, Regency had $1.11 billion of borrowings outstanding under the facility, a portion of which will be repaid with proceeds from the notes issue. Regency should have sufficient cushion under its financial covenants. Its leverage ratio (debt to EBITDA) is limited to 5.5x, with secured debt/EBITDA limited to 3.25x. A minimum interest coverage ratio is set at 2.50x EBITDA. Covenant language is such that it permits Regency to employ an adjusted EBITDA for projects in construction to account for the lag in EBITDA attributable to debt-financed growth. The revolving credit facility is secured by all assets, although Regency has an asset base significantly in excess of the $1.5 billion secured revolver, which should afford it the ability to raise additional liquidity through asset sales, if so necessitated. Regency's stable outlook reflects its growing size and scale, increased geographic and basin diversification and the high level of fee-based cash flow derived from recent expansions and acquisitions. An upgrade to Ba1 would be possible assuming Regency successfully integrates its rapidly accumulated acquisitions and improves debt to EBITDA to below 4.5x while maintaining operating margins from fee-based sources around 70%. Distribution coverage should consistently be maintained in excess of 1x. Ratings could be downgraded should improvements in debt leverage be reversed, reaching over 5x. Additionally, should the credit of ETE materially weaken, or should ETE aggressively pressure Regency for higher distribution payouts, a negative rating action could be considered. The principal methodology used in this rating was the Global Midstream Energy published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. Regency Energy Partners LP is a midstream energy MLP headquartered in Dallas, Texas. REGENCY ENERGY: S&P Rates $500MM Sr. Unsecured Notes 'BB' --------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issue-level rating and '4' recovery rating to Regency Energy Partners L.P.'s and Regency Energy Finance Corp.'s issuance of $500 million of senior unsecured notes due 2022. The partnership intends to use note proceeds to repay borrowings outstanding under its revolving credit facility and for general partnership purposes. As of March 31, 2014, Regency had about $5.8 billion of reported debt. Dallas-based Regency is a master limited partnership in the U.S. midstream energy sector. RATINGS LIST Regency Energy Partners L.P. Corp credit rating BB/Stable/-- New Ratings Regency Energy Partners L.P. Regency Energy Finance Corp. $500 mil senior unsecured notes BB Recovery rating 4 RIVER TERRACE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: River Terrace Estates, Inc. 400 Caylor Boulevard Bluffton, IN 46714 Case No.: 14-11829 Nature of Business: Health Care Chapter 11 Petition Date: July 22, 2014 Court: United States Bankruptcy Court Northern District of Indiana (Fort Wayne Division) Judge: Robert E. Grant Debtor's Counsel: Jeffrey A. Hokanson, Esq. FROST BROWN TODD LLC 201 North Illinois Street, Suite 1900 P.O. Box 44961 Indianapolis, IN 46244-0961 Tel: 317-237-3953 Fax: 317-237-3900 Email: jhokanson@fbtlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by David Stewart, CEO. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/innb14-11829.pdf ROOSTER ENERGY: Moody's Assigns Caa1 CFR & Rates $100MM Notes Caa1 ------------------------------------------------------------------ Moody's Investors Service assigned first-time ratings to Rooster Energy Ltd. The assignments include a Caa1 rating on Rooster's proposed offering of $100 million of senior secured notes due 2019, a Caa1 Corporate Family Rating (CFR), a Caa1-PD Probability of Default Rating (PDR) and a SGL-3 Speculative Grade Liquidity Rating. The outlook is stable. Net proceeds from the proposed debt offering will be used to refinance approximately $37 million of existing debt and fund the $10 million cash portion of an acquisition (for Morrison Well Services, LLC). Rooster is currently negotiating a $25 million senior secured revolving credit facility that is expected to be undrawn at closing. The ratings are subject to Moody's review of the finalized documents and terms. Assignments: Issuer: Rooster Energy Ltd. $100 Million Senior Secured Notes, Assigned Caa1 (LGD4, 57%) Corporate Family Rating, Assigned Caa1 Probability of Default Rating, Assigned Caa1-PD Speculative Grade Liquidity Rating, Assigned SGL-3 Outlook, Assigned Stable Outlook Ratings Rationale "Rooster's ratings reflect its very small production and reserves base relative to other exploration and production (E&P) companies in Moody's rated universe, highly concentrated operations in the Gulf of Mexico shelf, high leverage, short drilling and development history, and mature assets with limited growth prospects," commented Sajjad Alam, Moody's AVP/Analyst. Offshore E&P activities pose greater operational and technical challenges and Gulf of Mexico wells are fraught with high natural declines and stringent plugging and abandonment (P&A) requirements. The rating also considers the significant oil component in Rooster's production stream (approximately 49% in second quarter 2014), its high operating interest (97%), and the future cash flow support from a relatively stable well decommissioning business. The proposed notes are rated Caa1, at the CFR level, given the potential for a small amount of priority-claim debt ahead of these notes in Rooster's capital structure. There is a $25 million carve-out in the notes indenture that permits Rooster to extend first-priority claim to its assets to other lenders and contractually subordinate the notes through an inter-creditor agreement. However, the proposed notes will have full and unconditional guarantee from all of Rooster's material subsidiaries and will be secured by all the assets of the guarantor subsidiaries. Rooster should have adequate liquidity through mid- 2015 which in indicated in the SGL-3 rating. Following successful issuance of the notes, the company will have pro forma cash of about $50 million as of March 31, 2014. A large portion of Rooster's capital spending will occur through early 2015. Balance sheet cash along with the internally generated cash flows, should cover Rooster's funding requirements during this period. The company is also negotiating a five-year $25 revolving credit facility that most likely will be put in place shortly after the note closing. The revolver is expected to have a fixed charge coverage ratio covenant that will get triggered if availability falls below a yet to be determined level. Rooster's has limited ability to raise cash from alternative sources given all of its assets are pledged to secured lenders. The stable outlook reflects Moody's assumption that Rooster will maintain adequate liquidity through 2015 and maintain production above 3,000 barrels of oil equivalent per day (boe/day). A rating upgrade is unlikely without a substantial improvement in Rooster's production and reserves given its current scale and highly concentrated operations. An upgrade could be considered if Rooster is able to sustain production in excess of 8,000 boe/day while maintaining a good liquidity profile and a leveraged full- cycle ratio above 1x. The rating could be downgraded if debt to average daily production cannot be sustained below $35,000 per boe or aggressive expenditures leads to significant negative free cash flow or weak liquidity. The principal methodology used in this rating was the Global Independent Exploration and Production Industry Methodology published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Rooster Energy Ltd. is a Gulf of Mexico shallow water focused publicly traded oil and gas E&P company with a significant well decommissioning business. ROOSTER ENERGY: S&P Assigns CCC+ CCR & Rates $100MM Notes CCC+ -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'CCC+' corporate credit rating to Houston-based Rooster Energy Ltd. The outlook is developing. S&P also assigned a 'CCC+' issue rating to Rooster's proposed $100 million senior secured notes due 2019. S&P assigned a '4' recovery rating to the notes, indicating its expectation of average (30% to 50%) recovery in the event of a payment default. The ratings on Rooster reflect the company's participation in the volatile and capital-intensive oil and gas E&P and oil field services industries, and its small and geographically concentrated asset base in the Gulf of Mexico. The ratings also reflect Rooster's strained liquidity position and its exposure to significant asset retirement obligations. Rooster is a vertically integrated oil and gas company combining E&P operations with a leading down-hole and subsea oil and gas plugging and abandonment (P&A) services business. All of the company's assets and operations are in the Gulf of Mexico. Rooster's oil and gas properties include about 65,000 net acres of shallow water fields in the Gulf. "The outlook is developing, reflecting our view that we could either raise or lower the rating over the next 12 months depending on the company's success in stabilizing its capital structure and improving operating performance," said Standard & Poor's credit analyst Christine Besset. S&P would lower the rating if the company were unable to solve its liquidity issues and stabilize its capital structure, or sustain satisfactory operating performance. A positive rating action could be considered if the company were able to refinance successfully, expand its oil and gas production and sustain adequate utilization rates in its well services business. SEARS METHODIST: UST Seeks to Appoint Patient Care Ombudsman ------------------------------------------------------------ William T. Neary, U.S. Trustee for the Chapter 11 cases of Sears Methodist Retirement System, Inc., and its affiliates, seeks the Bankruptcy Court's authority to appoint a patient care ombudsman. Nancy S. Resnick, Esq., at the office of the U.S. Trustee, in Dallas, Texas, explains that Sears Methodist serves retirees. The businesses include independent living, assisted living, skilled nursing facilities and memory care units. In total, Sears Methodist has nine facilities licensed to operate skilled nursing units. Before the bankruptcy filing, the State of Texas Department of Aging and Disability Services raised patient care concerns at two facilities held in a Senior Dimensions case, case number 14-32385. Sears Methodist sought to remedy the concerns raised by DADS, and they hired consultants to evaluate the facilities. Sears Methodist, the official committee of unsecured creditors, and the State of Texas have consented to the appointment of an ombudsman for each facility. The U.S. Trustee contends each of the skilled nursing units and each of the memory care units is a health care business as defined by Section 101(27) of the Bankruptcy Code. Ms. Resnick points out that appointing an ombudsman is appropriate in each case with a skilled nursing unit or memory care unit. The ombudsman will monitor the quality of patient care and represent the interests of the patients of the health care business. About Sears Methodist As a leading Texas senior living icon established on Christian principles, Sears Methodist Retirement System Inc. provides secure, rewarding, and luxurious residency to seniors. The system includes: (i) eight senior living communities located in Abilene, Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans homes located in El Paso, McAllen and Big Spring, Texas, managed by Senior Dimensions, Inc., pursuant to contracts between SDI and the Veterans Land Board of Texas; and (iii) Texas Senior Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA") and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as applicable, management and insurance services to the System. Sears Methodist Senior Housing, LLC, is the general partner of, and controls .01% of the interests in, Canyons Senior Living, L.P. ("CSL"). Sears Methodist and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14- 32821) on June 10, 2014. The cases are assigned to Judge Stacey G. Jernigan. The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob S. Frumkin, Esq., at DLA Piper LLP (US), in New York. The Debtors' financial advisor is Alvarez & Marsal Healthcare Industry Group, LLC, while the Debtors' investment banker is Cain Brothers & Company, LLC. The Debtors' notice, claims and solicitation agent is GCG Inc. The Debtors have sought and obtained an order authorizing joint administration of their Chapter 11 cases. The U.S. Trustee has appointed five members to the Official Committee of Unsecured Creditors. The Committee is represented by Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at Greenberg Traurig, LLP, in Dallas, Texas. SINO-FOREST CORP: Former CFO Inks Deal With Canadian Regulators --------------------------------------------------------------- Law360 reported that the Ontario Securities Commission said it has reached a tentative settlement with a former Sino-Forest Corp. executive over claims that he had violated securities laws before the company collapsed amid controversy over its asset valuations and financials. According to the report, the OSC said it will hold a hearing to consider whether to approve the settlement with David Horsley, who served as the Chinese timber company's chief financial officer. About Sino-Forest Corp. Sino-Forest Corporation -- http://www.sinoforest.com/-- is a commercial forest plantation operator in China. Its principal businesses include the ownership and management of tree plantations, the sale of standing timber and wood logs, and the complementary manufacturing of downstream engineered-wood products. Sino-Forest also holds a majority interest in Greenheart Group Limited, a Hong-Kong listed investment holding company with assets in Suriname (South America) and New Zealand and involved in sustainable harvesting, processing and sales of its logs and lumber to China and other markets around the world. Sino-Forest's common shares have been listed on the Toronto Stock Exchange under the symbol TRE since 1995. Sino-Forest Corporation on March 30, 2012, obtained an initial order from the Ontario Superior Court of Justice for creditor protection pursuant to the provisions of the Companies' Creditors Arrangement Act. Under the terms of the Order, FTI Consulting Canada Inc. will serve as the Court-appointed Monitor under the CCAA process and will assist the Company in implementing its restructuring plan. Gowling Lafleur Henderson LLP is acting as legal counsel to the Monitor. FTI Consulting commenced a Chapter 15 case for Sino-Forest in New York (Bankr. S.D.N.Y. Case No. 13-10361) to give force and effect of Sino-Forest's plan of compromise and reorganization that has been sanctioned by creditors and an Ontario court. The Chapter 15 petition claimed assets and debt both exceed $1 billion. Jeremy C. Hollembeak, Esq., at Milbank, Tweed, Hadley & McCloy, LLP, serves as counsel in the U.S. case. SNOHOMISH COUNTY HOSP: Moody's Affirms 'B1' LTGO Bonds Rating ------------------------------------------------------------- Moody's Investors Service affirms the B1 rating on Snohomish County Public Hospital District No.1 (Valley General), WA's limited tax general obligation bonds outstanding in the approximate amount of $20.4 million. The bonds are a general obligation of the hospital district for which it has covenanted to budget and levy ad valorem taxes within the constitutional and statutory limitations of non-voter approved debt. The long term rating carries a negative outlook. Summary Ratings Rationale The affirmation of the B1 rating primarily reflects Moody's view that the district's financial operations face significant challenges and vulnerabilities associated with very low liquidity and competition from other regional hospitals. The affirmation also considers the affiliation with Evergreen Health and the recent voter-approved levy lid lift, both of which are expected to provide some degree of operating and revenue stability. The rating also incorporates the hospital district's still sizable tax base size and average socioeconomic indices. Finally, the affirmation of the rating incorporates Moody's view of the strength of the limited property tax pledge. Specifically, in the event of a dissolution of any special district in the state, including for example Snohomish PHD #1 (Valley General), WA, the superior court of the county has the authority to order the board of commissioners to levy assessments in the manner provided by law against property in the district in the amounts sufficient to retire outstanding debt. The negative outlook reflects the district's vulnerable position financially and the uncertainty surrounding the ability of the district to return to positive financial operations in a timely manner. The district is only in the beginning stages of a financial recovery and given its extremely low level of liquidity and still declining patient volumes, any unanticipated challenges from regional competitors or market forces generally, could easily push the district toward insolvency. Strengths -- Voter-approved levy lid lift increased O&M property tax revenues available for debt service and operations -- Recently completed affiliation with Evergreen Healthcare per a ten-year Interlocal Agreement -- Sizable tax base returning to growth after several years of declines Challenges -- Extremely narrow liquidity with only 10 days cash on hand at May 31, 2014 -- Multi-year trend of stressed financial operations and negative operating cash flow What could move the rating -- UP (remove negative outlook) -- Prolonged trend of structurally balanced operations -- Significant and sustained increase in liquidity What could move the rating -- DOWN -- Continued depletion of assets and liquidity The principal methodology used in this rating was US Local Government General Obligation Debt published in January 2014. SONJA MORGAN: Selling Manhattan Home for $7.8 Million ----------------------------------------------------- Amber Ryland, writing for Showbizspy.com, reported that Real Housewives of New York City star Sonja Morgan is selling her New York City apartment to help pay off a $7 million judgement she owes to creditors after filing for Chapter 11 bankruptcy. The report said Ms. Morgan slashed the price by nearly half a million dollars -- as the listing is down from $8.25 million to $7.8 million. The report said she purchased the home for $9.1 million in 1998. STEEL DYNAMICS: Severstal Deal No Impact on Moody's 'Ba1' CFR ------------------------------------------------------------- Moody's Investors Service comments that Steel Dynamics, Inc's (SDI) $1.63 billion acquisition of Severstal Columbus, LLC from OAO Severstal (Ba1 corporate family rating) is credit negative, although it has no impact on SDI's Ba1 corporate family rating (CFR) at this time. The company indicates that it intends to fund the transaction with a combination of cash on hand ($343 million at March 31, 2014) and debt. SDI has entered into a $1 billion committed bridge facility. In addition to the company's cash position, liquidity is supported by a $1.1 billion asset-based senior secured revolving credit facility expiring in September 2016. The increase in leverage resulting from the transaction will weaken SDI's debt protection metrics and lengthen the time frame by which the company can evidence metrics more appropriate for its rating. TARSIN INC: Empire Film Group to Acquire Business ------------------------------------------------- The Board of Directors of Empire Film Group, Inc. and the Board of Directors of Tarsin Inc. on July 17 disclosed that they have unanimously agreed and reached definitive agreement to acquire Tarsin, Inc. This acquisition will help expand and further integrate Empire's digital film and media assets into Mobile Publishing and Wagering. "We are excited to have Tarsin as part of the Empire Group. Tarsin has a rich history and proven track record in mobile publishing with over 12 years in business, published in 32 languages and 120 countries. Tarsin's parent Game2Mobile Inc. / Tarsin underwent a reorganization and consolidation in US Federal Bankruptcy court in the Northern District, San Jose California in 2014 therefore the acquisition is subject to approval of the US Bankruptcy Court as part of its plan reorganization. The acquisition will be in the form of a combination of cash and stock. Empire is content rich after 10 years in the film and digital media industry. The 2 entities compliment the business initiative going forward. I have had the unique experience over the past several years of being involved with both companies and working with the talented and experienced management teams," commented Mr. Joseph Cellura, Managing Director of Empire Film Group, Inc. Empire Film Group, Inc. is a fully-integrated digital media, film and television production and distribution company with capabilities to reach theatrical, video, television, video-on- demand for the worldwide markets. Empire Sports Group, Inc. is a wholly owned subsidiary of Empire Film Group set up to develop, acquire, produce, market and distribute sports related entertainment properties in film, television and in various multimedia and digital environments. Tarsin Inc. takes brands mobile providing casinos and gaming operators with the runway to execute their mobile strategy. Operators can now derisk launching and monetizing innovative mobile publishing, mobile wagering products on all mobile devices as Tarsin's platform technology is agnostic, quick and robust. They can reach broad new revenue streams through a proven mobile publishing platform with a comprehensive mobile suite of distribution, marketing, location and payment capabilities. Tarsin manages the development, integration, deployment and distribution of mobile content including games of skill and chance into emerging mobile devices markets. "Having spent a decade learning and living the complexity end of mobile publishing, and solving compliance challenges, we will now be the engine powering expansion onto the widest range of mobiles in whatever territories a gaming operator chooses," says John Osborne, a leader in mobile publishing. "Operators want to extend their brands and market reach by putting their loyalty programs, games and betting literally into the hands of their players." He adds, "People enjoy consuming media, content and games via their mobiles, and as US legislation begins to encourage gaming operators here to catch up with that behavior, we can look forward to bold innovation in gaming and wagering." Features and Facts The Tarsin mobile publishing and wagering suite of Licenses and Right To Use agreements offers a unique suite of fully featured and proven mobile solutions which are critical to the nature of placing a wager and playing games on mobile. Not least are identity confirmation, geo-fencing, geo verification and geo-location by state or region, a suite of consumer billing options including Point of Sale "POS," and a high level of personal and corporate security including device authentication prior to each m-commerce transaction. Supporting professional services, design services and project management services enable full systems integration with back-end gaming infrastructures, web front ends and bricks-and-mortar operations. The platform supports marketing program integration and execution, ensuring high levels of distribution for operators, and ease of adoption for consumers. Its inbuilt scalability and resilience supports propositions launched on both national and international footprints. With an ever- increasing rate of handset development, mobile devices were reported to have surpassed the sale of computers for the first time in the history of computer based devices in 2013. Tarsin via its suite of licenses and Right to Use mobile platforms ensures that hardware is supported upon production release, maximizing the addressable mobile market in real time. As of January 2012, the various platform technology supports over 1500 handsets, smartphones and tablets from 49 manufacturers. It is interoperable with 796 carriers and mobile operators worldwide including 51 in North America, and designs and publishes seamlessly across multiple variants of operating systems based on Apple, Android, Windows, Rim, Nokia, Java and BREW. Tarsin services and operates in 32 languages plus a further 5 regional variants, publishing over 3 million mobile applications to consumers. About Tarsin Inc. Tarsin Inc. develops mobile applications software. The company was founded in 2002 and is based in Incline Village, Nevada. Tarsin Inc. operates as a subsidiary of Tarsin (Europe) Limited. TEEKAY CORP: Moody's Affirms 'B1' CFR & 'B2' Sr. Secured Rating --------------------------------------------------------------- Moody's Investors Service affirmed its debt ratings of Teekay Corporation ("Teekay" or "Parent"): B1 Corporate Family and B2 senior unsecured. Moody's also affirmed the SGL-3 Speculative Grade Liquidity rating and changed the rating outlook to stable from negative. Ratings Rationale The change in outlook to stable reflects the progress Moody's expects Teekay to make in the next 18 months towards materially reducing the direct debt at the Teekay Corporation level from what is now about $1.2 billion, as part of realizing Teekay's strategy to become what is effectively an investment holding company. Distributions required from its two MLP subsidiaries, Teekay LNG Partners L.P. ("TGP", not rated) and Teekay Offshore Partners L.P. ("TOO", not rated) and dividends from Teekay Tankers, Inc. ("TNK", not rated), are expected to aggregate in excess of $200 million in 2015 and grow thereafter. On the much lowered debt amounts going forward, these dividends combined with cash and upcoming reductions of conventional tanker operations at the Teekay Corporation level are expected to be sufficient to service the lowered debt. Eliminating the majority of its remaining vessel operations by selling its remaining FPSOs (floating production, storage and off- take vessels) and LNG carriers should occur in the upcoming six to 24 months. The ongoing wind down of in-chartered conventional tankers at above market rates will lower adjusted debt and reduce what has been a significant contributor to the Parent's operating losses of recent years. The backlog of contracted revenues of TOO and TGP support Moody's expectation that the distributions received by Teekay will be sufficient for it to service its debt. Moody's estimates the standalone company's earnings and financial position by deconsolidating the daughter companies' using their publicly-filed financial reports. Funded debt of the Parent approximated $1.2 billion at March 31, 2014, which compared to $6.8 billion of consolidated debt, of which Parent guarantees about $800 million. Current credit metrics of Parent are burdened by the significant debt it incurred for the construction of the Knarr FPSO, which Moody's anticipates will commence revenue service in December 2014 and will be sold to TOO by the end of the second quarter of 2015. Credit metrics in 2014 will remain weak for the assigned rating. Moody's expects debt to decline as the remaining vessel assets are monetized. The B1 rating contemplates that asset sale proceeds at Teekay Corporation will be greater than the associated debt, which will be repaid or transferred to the acquirer upon closing of each disposal transaction. The ratings also contemplate that funded debt of the Parent will not increase as it will no longer use its balance sheet to develop new projects or investments on behalf of its subsidiaries. Moody's expects the subsidiaries, on the other hand, to continue to grow their fleets, which should lead to increased distributions. This will benefit the Parent's credit profile, since it will receive more cash as well as increase the value of its general partner interests in the MLP subsidiaries. There is no upwards pressure on the ratings in the near term. Successful execution of the asset disposal strategy such that Parent sustains its net debt below $300 million could positively pressure the rating as could Debt to EBITDA that approaches 3.5 times. A negative rating action could follow if Teekay does not fully repay or transfer the secured debt associated with each of its vessels upon their disposal. While not expected, a decline of more than $40 million in the annual distributions received by Parent could pressure the rating as could an increase in funded debt should Teekay invest in growth projects. A reduction in Parent's unrestricted cash to below $125 million or the inability of the parent or a subsidiary to timely refinance upcoming maturities could also lead to a negative rating action. Teekay Corporation, a Marshall Islands corporation headquartered in Hamilton, Bermuda, having its main operating office in Vancouver, Canada, operated a fleet of 181 owned or chartered-in crude, refined products, LNG, LPG and FPSO vessels at July 2014, including 23 newbuildings on order or conversions. The principal methodology used in this rating was Global Shipping Industry published in February 2014. Outlook Actions: Issuer: Teekay Corporation Outlook, Changed To Stable From Negative Affirmations: Issuer: Teekay Corporation Speculative Grade Liquidity Rating, Affirmed SGL-3 Corporate Family Rating, Affirmed B1 Senior Unsecured Regular Bond/Debenture Jan 15, 2020, Affirmed B2 TESORO LOGISTICS: Moody's Raises Corporate Family Rating to Ba2 --------------------------------------------------------------- Moody's Investors Service upgraded Tesoro Logistics LP's Corporate Family Rating (CFR) to Ba2 from Ba3 and its senior unsecured notes co-issued by Tesoro Logistics Finance Corp. to Ba3 from B1. The rating outlook is stable. "Tesoro Logistics' ratings upgrade reflects increased scale and asset diversity, with a continued high percentage of contracted, fee-based revenues from its parent company and general partner, Tesoro Corporation," commented Gretchen French, Moody's Vice President. Issuer: Tesoro Logistics LP Corporate Family Rating, upgraded to Ba2 from Ba3 Probability of Default Rating, upgraded to Ba2-PD from Ba3-PD $550 Million Senior Unsecured Notes due in 2021, upgraded to Ba3 (LGD 4) from B1 (LGD 4) $600 Million Senior Unsecured Notes due in 2020, upgraded to Ba3 (LGD 4) from B1 (LGD 4) Speculative Grade Liquidity Rating, affirmed at SGL-3 Ratings Rationale On a standalone basis, Moody's views Tesoro Logistics' credit profile as more consistent with a Ba3 rating, reflecting its stable cash flows from long-term, fee-based contracts with minimum volume commitments and visible growth trajectory, but restrained by its limited track record as both a MLP and with its portfolio of assets, and aggressive growth strategy and high distributions associated with its MLP structure. However, the Ba2 CFR reflects uplift from its strategic importance to its general partner, Tesoro Corporation (Tesoro, Ba1 stable), as the MLP will provide it with critical infrastructure and a coordinated growth strategy, and supportive contract structures. Additionally, Tesoro's support is reflected in its 36% common unit ownership stake, plus a 2% general partner stake, in Tesoro Logistics. Tesoro Logistics' Ba3 rated senior unsecured notes reflect both the overall probability of default of the company, to which Moody's assigns a Probability of Default Rating of Ba2-PD, and a loss given default of LGD 4. The notes are rated one notch below the Ba2 CFR, reflecting the contractual subordination of the notes to Tesoro Logistics' $575 million credit facility. The unsecured notes have upstream guarantees from substantially all of the partnership's subsidiaries. Tesoro Logistics' SGL-3 rating reflects the expectation for adequate liquidity through 2015. The liquidity profile is constrained by the company's high payout ratio and need to finance any material growth through external sources. As of March 31, 2014 and pro forma for the recent drop down, the company had $214 million drawn under its $575 million bank credit facility. The credit facility is secured by substantially all of Tesoro Logistics' assets, matures in December 2017, and includes covenants of net debt/EBITDA of no greater than 5x, secured debt/EBITDA of no greater than 3.5x, and EBITDA/interest of no less and 2.5x. Moody's expect adequate covenant compliance headroom through 2015. Tesoro Logistics' stable rating outlook assumes that the company will finance future material acquisitions with a meaningful portion of equity (at least 50%), maintain adequate distribution coverage (over 1x) and leverage under 4.5x. Tesoro Logistics' ratings could be upgraded if the company successfully grows its size and scale (EBITDA over $500 million) while maintaining a favorable business risk profile and sustaining lower financial leverage (debt/EBITDA maintained below 4x). Tesoro Logistics' ratings could be downgraded if debt/EBITDA were to be sustained above 4.5x, which would most likely occur because of a leveraging acquisition, or if the company acquired a significant amount of new assets with a weak business risk profile. If Tesoro's credit quality were to materially decline, resulting in a CFR of Ba3 or below, this would also pressure Tesoro Logistics' ratings. The principal methodology used in this rating was the Global Midstream Energy published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. Tesoro Logistics LP is a master limited partnership headquartered in San Antonio, Texas. TLFO LLC: Asks Court to Approve Settlement with Pruco Insurance --------------------------------------------------------------- In January 2013, TLFO, LLC's founder, Hank Asher, passed away unexpectedly. Before his death, TLFO purchased key man life insurance policy on Mr. Asher from Pruco Life Insurance Company with a total death benefit of $40 million. Shortly after Mr. Asher's death, TLFO was notified by the insurance carrier that it was contesting the life insurance policy and did not intend to fund the death benefit. In response, TLFO brought an action against the insurance carrier, which is pending in the United States District Court for the Southern District of Florida. Robert C. Furr, Esq., at Furr and Cohen, P.A, in Boca Raton, Florida, relates that after thorough and extensive negotiations, the parties have determined to resolve the disputes as set forth in a confidential settlement agreement. The parties agree that Pruco will pay to TLFO $3 million within 21 business days of the filing of a joint dismissal, with prejudice, in the lawsuit. Pruco and TLFO will exchange releases and will each pay their respective fees and costs. Accordingly, TLFO asks the Court to approve the settlement agreement. TLFO is represented by: Robert C. Furr, Esq. FURR AND COHEN, P.A. 2255 Glades Road, Suite 337W Boca Raton, FL 33431 Tel: (561) 395-0500 Fax: (561)338-7532 E-mail: rfurr@furrcohen.com About TLO LLC nka TLFO LLC TLO LLC, a provider of risk-mitigation services, filed a petition for Chapter 11 reorganization (Bankr. S.D. Fla. Case No. 13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the company's headquarters in Boca Raton. The petition was signed by E. Desiree Asher as CEO. Judge Paul G. Hyman, Jr., presides over the case. Robert C. Furr, Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the Debtor's counsel. Bayshore Partners, LLC is the Debtor's investment banker. Thomas Santoro and GlassRatner Advisory & Capital Group, LLC are the Debtor's financial advisors. Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at Genovese, Joblove & Battista, P.A., represent the Official Committee of Unsecured Creditors as counsel. The Debtor disclosed assets of $46.6 million and liabilities of $109.9 million, including $93.4 million in secured claims. The principal lender is Technology Investors Inc., owed $89 million. TII is owned by the estate of Hank Asher, the company's primary owner who died this year. There is $4.6 million secured by computer equipment. UNIVERSAL COOPERATIVES: Finds Buyer for Bridon Heritage Units ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Universal Cooperatives Inc. will sell its Bridon baler twine unit, its Heritage livestock equipment distribution unit and other assets to BCHU Acquisition LLC for $16 million plus assumption of specified liabilities, unless a better offer is made at auction. According to the report, if U.S. Bankruptcy Judge Mary Walrath approves, competing bids will be due Aug. 18, with an auction on Aug. 20 and a hearing to approve sale on Aug. 26. BCHU's contract requires completion of the sale by Aug. 31, the report said. About Universal Cooperatives As an inter-regional farm supply cooperative, Universal Cooperatives, Inc. consolidates the purchasing power of its members to procure, and/or manufacture, and distribute high quality products at competitive prices. Universal has 14 voting members and over 50 associate members. Eagan, Minnesota-based Universal Cooperatives and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14- 11187) on May 11, 2014. The debtor-affiliates are Heritage Trading Company, LLC; Bridon Cordage LLC; Universal Crop Protection Alliance, LLC; Agrilon International, LLC; and Pavalon, Inc. UCI do Brasil, a majority-owned subsidiary located in Brazil, is not a debtor in the Chapter 11 cases The cases are assigned to Judge Mary F. Walrath. Universal estimated $1 million to $10 million in assets and $10 million to $50 million in debt. Heritage estimated less than $10 million in assets and debt. The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady, Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq., Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley & Lardner LLP, as counsel; The Keystone Group, as financial advisor and Prime Clerk as notice and claims agent. Bank of America, N.A., as agent for the DIP Lenders, is represented by Daniel J. McGuire, Edward Kosmowski, Esq., and Gregory M. Gartland, Esq., at Winston & Strawn, LLP. The United States Trustee for Region 3 has appointed seven members to the Official Committee of Unsecured Creditors, which is represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and Timothy R. Wheeler, Esq., at LOWENSTEIN SANDLER LLP, in Roseland, New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien, Esq., at VENABLE LLP, in Wilmington, Delaware. UNIVERSAL HEALTH: Standstill Agreement Approved ----------------------------------------------- The Bankruptcy Court granted the request of Soneet R. Kapila, as Chapter 11 Trustee for the estate of Universal Health Care Group, Inc., and American Managed Care, to approve a standstill agreement and vacate a case management order. The Court held a hearing on May 29, 2014, to consider the matter. On May 13, the parties requested that their compliance with the deadlines in the case management order be suspended and the case management order vacated to allow American Healthways to first seek recovery of its administrative expense claim from the state court receiverships for Universal Health Care, Inc., Universal Health Care Insurance Company, Inc., Universal HMO of Texas, Inc. and Universal Health Care of Nevada, Inc. In the event American Healthways' claim is not paid in full through the state court receiverships of the subsidiaries, the parties will so advise the Court and request a hearing to determine if American Healthways is entitled to an administrative expense claim for any deficiency. On Aug. 16, 2013, American Healthways filed its application for payment of administrative expense, for healthcare benefits and services rendered to individuals insured by the subsidiaries pursuant to a support services agreement between American Healthways and the Debtor, for itself and on behalf of the subsidiaries. The parties agreed it is more economical and efficient for American Healthways to seek recovery of its administrative expense claim from the Subsidiaries first before the Parties incur any more expenses in having this Court decide the merits of the application and the objection as American Healthways has identical claims against the subsidiaries and there is currently no money in the Debtor's estate to pay administrative expense claims. As part of the standstill agreement, American Healthways may timely file claims in the appropriate receiverships of the subsidiaries. About Universal Health Care Universal Health Care Group, Inc., owns an insurance company and three health-maintenance organizations that provide managed care services for government sponsored health care programs, focusing on Medicare and Medicaid. Universal Health was founded in 2002 by Dr. A.K. Desai and grew its operations of offering Medicare plans to more than 37,000 members to over 20 states. Universal Health filed a Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida regulators moved to put two of the company's subsidiaries in receivership. Universal Health Care estimated assets of up to $100 million and debt of less than $50 million in court filings in Tampa, Florida. Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in Tampa, serves as counsel to the Debtor. Soneet R. Kapila has been appointed the Chapter 11 Trustee in the Debtor's case. He is represented by Roberta A. Colton, Esq., at Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA. Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special conflicts counsel and E-Hounds, Inc. serves as a forensic imaging consultant to the Chapter 11 trustee. WOODSIDE HOMES: Fitch Affirms 'B' IDR; Outlook Stable ----------------------------------------------------- Fitch Ratings has affirmed the ratings of Woodside Homes Company, LLC, including the company's Issuer Default Rating (IDR) at 'B'. The Rating Outlook is Stable. KEY RATING DRIVERS The ratings and Outlook for Woodside reflect the company's execution of its business model in the current housing environment, improving financial and operating results, customer and price point diversity, adequate liquidity position, and the cyclically improving industry outlook for 2014 and 2015. While the company has an established presence in Arizona, Nevada, Texas and Utah, the company's operations remain heavily weighted to California, albeit spread out through a variety of submarkets. INITIAL PUBLIC OFFERING On June 25, 2014, Woodside submitted its filing with the SEC to raise up to $200 million in an initial public offering (IPO). The company intends to use the proceeds from the IPO for growth, including the acquisition and development of land, and for general corporate purposes. The company also intends to use a portion of the net proceeds to make an offer to all of its existing owners to purchase a portion of the LLC Units held by these owners. THE INDUSTRY What began as an untypically moderate housing recovery has decelerated since late 2013. But demographics, attractive housing valuations, and a slow, steady easing in credit standards should sustain and ultimately accelerate the upturn. The latest macro statistics are encouraging. To reflect the subpar spring selling season, as well as the more guarded expectation for the next few months, Fitch has tapered its macro housing forecast. Single-family starts are now projected to improve 9.5% to 677,000 (down from Fitch's previous forecast of a 15% improvement) and multifamily volume grows almost 12% to 343,000. Total starts this year should still slightly exceed 1 million. New home sales are forecast to advance about 8% to 465,000 (down from Fitch's prior forecast of 500,000), while existing home sales volume is expected to decline 5% to 4.835 million (down from Fitch's earlier estimate of 5.1 million), largely due to fewer distressed homes for sale. Growing strength in the economy, employment and demographics should positively influence housing next year. Total housing starts are projected to expand 16% to 1.185 million as single- family starts advance 21% and multifamily volume gain 6.7%. New home sales should improve more than 20%, while existing home sales rise 5%. SOME EROSION IN HOME AFFORDABILITY The most recent Freddie Mac 30 year average mortgage rate was 4.13%, down 2 bps sequentially from the previous week and about 70 bps higher than the average rate during the month of January 2013, a recent low point for mortgage rates. While the current rates are still well below historical averages, the sharp increase in rates and considerably higher home prices in 2013/2014 have moderated affordability. Fitch projects mortgage rates will average 35-50 bps higher in 2014 (relative to 2013) as the Fed continues to taper and the economy strengthens. New home price inflation should moderate in 2014, at least partially because of higher interest rates. Average and median new home prices should increase about 3.5% in 2014. However, Fitch's expectations of a more dynamic economic expansion this year with stronger job growth will more than offset this lessening in affordability. This will be particularly the case for the move-up and active adult markets. WEAKNESS IN NET ORDERS There has been some short-term volatility in certain housing metrics following the increase in interest rates and higher home prices during the past year as well as harsh winter weather conditions in some parts of the country earlier in 2014. For the public homebuilders in Fitch's coverage, net order gains substantially slowed or turned negative during the second half of 2013 (2H'13) and into the first quarter 2014 (1Q'14) following strong gains in 2012 and 1H'13. On average, net orders for these builders fell 0.1% during 1Q'14 after declining 2.1% during 4Q13. Net orders grew 1.5% in 3Q'13, 16.8% during 2Q'13 and 28.2% during 1Q'13. Fitch expects somewhat better year-over-year (yoy) net order comparisons during 2H'14. Woodside's new home orders fell 21.4% during 1Q'14 and 5.3% during 2H'13 following a 14.3% increase during 1H'13. Cancellation rates increased 470 bps to 13.9% during 1Q'14 from 9.2% during 1Q'13. The company's monthly net sales per average active selling community declined 45.2% to 2.3 home sales during 1Q'14 compared with 4.2 homes during 1Q'13. Woodside has underperformed the public builders' average change in yoy net orders since 2H'12. While there has been some weakness in housing activity so far in 2014, Fitch expects the housing recovery will continue over the course of the full year 2014. As Fitch noted in the past, the housing recovery will likely occur in fits and starts. LIQUIDITY Woodside currently has adequate liquidity, with $39.7 million of unrestricted cash as of March 31, 2014 and no borrowings under its $40 million unsecured revolving credit facility. The company's revolver has an accordion feature that allows the borrowing capacity to be increased up to $100 million, subject to obtaining additional commitments. The company expects to obtain additional commitments to increase the facility to $100 million. Subsequent to the end of the March 2014 quarter, Woodside completed the issuance of an additional $50 million of its 6.75% senior unsecured notes due 2021. This debt issuance, together with the planned IPO, will further enhance Woodside's liquidity profile, allowing the company to fund increased land and development spending. MANAGEMENT STRATEGY Woodside emerged from bankruptcy at the end of 2009 with a new senior management team and successfully recapitalized its balance sheet during the third quarter of 2012, raising $127.7 million of debt and $75 million of equity. During the third quarter of 2013, the company issued $220 million of senior unsecured notes due 2021 and repaid $127.7 million of 9.75% senior secured notes due 2017. Following its emergence from bankruptcy, management focused on the company's core homebuilding operations and transitioned from a national builder to a western regional homebuilder, with operations in California, Nevada, Arizona, Utah and Texas. As part of this process, the company sold projects and land holdings in five Eastern Divisions in the states of Florida and Minnesota and in metropolitan Washington DC. Woodside has relatively heavy exposure to California, albeit spread out through a variety of submarkets. The state of California represented about 55% of 2013 closings. Fitch expects the reliance on California will remain material in the near to intermediate term as lots in this state still account for about 40% of total lots controlled as of March 31, 2014. LAND STRATEGY The company seeks to maintain at least a three-year supply of owned lots and control an additional one to two years of lots. As of March 31, 2014, the company owned 6,156 lots and controlled an additional 3,478 lots through options and purchase agreements, representing approximately 4 years of owned lots and 6.3 years of controlled lots based on latest-twelve-months (LTM) closings. As is the case with other large homebuilders, the company is rebuilding and enhancing its land position and trying to opportunistically acquire land at attractive prices. Total lots controlled as of March 31, 2014 increased 40.3% yoy, driven by a 163.5% growth in optioned lots and an 11% rise in owned lots. Woodside expects to spend roughly $214 million on land acquisition and an additional $102 million on land development during 2014. Fitch is relatively comfortable with this strategy given the company's liquidity position (including the planned IPO). Fitch expects management will pull back on spending if the expected recovery in housing stalls or dissipates. IMPROVING FINANCIAL RESULTS The company's financial results and credit metrics improved in 2013 relative to 2012 levels. Woodside reported a 17.9% increase in home deliveries during 2013 and homebuilding revenues grew 39.4% compared to 2012. Fitch-calculated EBITDA margins gained 480 bps to 12.8% during 2013 compared with 2012. This improving trend continued during 1Q'14, with homebuilding revenues increasing 24.8% and EBITDA margins expanding almost 500 bps. Leverage as measured by debt to Fitch-calculated EBITDA improved to 3.6x for the LTM period ending March 31, 2014 from 3.9x at the end of 2013 and 4.8x at the conclusion of 2012. Fitch expects leverage will settle around 3.5x at year-end 2014. Interest coverage also improved to 3.9x for the LTM period ending March 31, 2014 from 3.2x during 2013 and 1.3x during 2012. Interest coverage is forecast to approach 4.5x at the conclusion of 2014. RATING SENSITIVITIES Future ratings and Outlooks will be influenced by broad housing market trends as well as company specific activity, such as trends in land and development spending, general inventory levels, speculative inventory activity (including the impact of cancellation rates on such activity), gross and net new order activity, debt levels, free cash flow trends and uses, and the company's cash position. The Outlook or rating for Woodside could be raised in the next 6- 12 months if the company performs in line with Fitch's expectations (including leverage consistently below 4.5x and interest coverage sustaining above 3x), the various housing metrics are trending towards Fitch's macro forecast and the company has liquidity (combination of cash and revolver availability) of at least $75 million. Negative rating actions could occur if the recovery in housing dissipates; revenues decline 15% - 20%; EBITDA margins fall below 10% and Woodside maintains an overly aggressive land and development spending program. This could lead to consistent and significant negative quarterly cash flow from operations and meaningfully diminished liquidity position (below $40 million. Fitch has affirmed the following ratings for Woodside with a Stable Outlook: -- Long-term IDR 'B'; -- Senior unsecured notes 'B/RR4'. The 'RR4' Recovery Rating (RR) on the company's unsecured debt indicates average recovery prospects for holders of these debt issues. The recovery analysis assumes that the company increases its revolver commitment to $100 million from $40 million. Additionally, Woodside's exposure to claims made pursuant to performance bonds and the possibility that part of these contingent liabilities would have a claim against the company's assets were considered in determining the recovery for the unsecured debt holders. Fitch applied a going concern valuation analysis for this RR. YOOSTAR ENTERTAINMENT: Patents, Other Assets to Be Sold Aug. 14 --------------------------------------------------------------- All of the assets of YooStar Entertainment Group Inc. will be sold at a public sale in compliance with YSEG's security agreement with its lenders led by Emigrant Capital Corp., as agent. The sale will be held on Aug. 14, 2014, at the offices of Luskin, Stern, & Eisler LLP, Eleven Times Square, 16th Floor, New York. Assets to be sold include patents, trademarks, domains, software, and related assets necessary for YSEG to conduct its business. The assets serve as collateral of the lenders, and are being offered for sale on an "as is" and "where is" basis. Interested parties may contact: Matt Helming HILCO STREAMBANK Tel: 781-4444-4940 E-mail: mhelming@hilcoglobal.com ZHEJIANG TOPOINT: Seeks U.S. Recognition of Chinese Bankruptcy -------------------------------------------------------------- Zhejiang Topoint Photovoltaic Co., Ltd., through its bankruptcy administrator, filed a Chapter 15 bankruptcy petition in New Jersey in the U.S. to seek recognition of its bankruptcy proceedings in China. The Debtors' business suffered financial difficulties stemming form the wake of the 2008 global economic crisis and subsequent events. The Chinese solar manufacturing industry boomed following government stimulus and subsidy for the solar industry. However, global demand failed to keep pace with the massive production put out by Chinese companies. As a result, many of China's larger solar firms faced possibility of bankruptcy or consolidation, including LDK Solar, Yingli Solar, and Suntech Power Holdings. The industry may now be turning a corner, thanks to increasing demand starting to "catch up" to the prior glut of overproduction. Developers installed 37.5 gigawattas of panels worldwide last year, up from 22 percent from 2012, and that figure may increase as much as 39 percent this year, according to data compiled by Bloomberg. The Chinese proceeding was commenced on Nov. 5, 2013, by applicant Haining City Rural Credit Cooperatives after Topoint Group failed to meet obligations on its credit facility. The Chinese court ordered the Topoint Group to be placed in to restructuring proceedings on Dec. 25, 2013. The bankruptcy administrator is asking the U.S. court to recognize the Chinese proceeding as "foreign main proceeding." He is also asking the U.S. court to enter an order staying execution and any other acts against the Debtors' property and assets in the U.S. About Zhejiang Topoint Zhejiang Topoint Photovoltaic Co., Ltd., is engaged in the development, manufacturing, and marketing of photovoltaic solar panels in China for sale and export to international markets, including the United States. Marketing of the solar panels is performed by affiliate Zhejiang Jiutai New Energy Co. Ltd. Manufacturing of the Topoint Group's products is generally conducted from its facilities located in the Zhejiang Province of the People's Republic of China. Topoint is subject to proceedings before the People's Court of Haining City, Zhejiang Province. Yueming Zhang is the court- appointed bankruptcy administrator. Zhejiang Topoint and its three affiliates filed petitions under Chapter 15 of the U.S. Bankruptcy Code in Camden, New Jersey (Bankr. D.N.J. Lead Case No. 14-24549) on July 16, 2014, to seek U.S. recognition of the proceedings in China. Topoint estimated assets of at least US$10 million and debt of less than US$10 million in the Chapter 15 petition. Counsel in the U.S. cases is Stephen M. Packman, Esq., at Archer & Greiner, P.C., in Haddonfield, New Jersey. ZHEJIANG TOPOINT: Seeks Joint Administration in U.S. Court ---------------------------------------------------------- Zhejiang Topoint Photovoltaic Co., Ltd., and its debtor affiliates ask the U.S. Bankruptcy Court for the District of New Jersey to issue an order directing (i) that their Chapter 15 cases be jointly administered for procedural purposes only and (ii) parties-in-interest to use a consolidated caption to indicate that any pleading filed relates to the jointly administered Chapter 15 cases. The Debtors also ask that the caption of the Chapter 15 cases be modified to reflect their joint administration, with Case No. 14-24549-GMB as the lead case. About Zhejiang Topoint Zhejiang Topoint Photovoltaic Co., Ltd., is engaged in the development, manufacturing, and marketing of photovoltaic solar panels in China for sale and export to international markets, including the United States. Marketing of the solar panels is performed by affiliate Zhejiang Jiutai New Energy Co. Ltd. Manufacturing of the Topoint Group's products is generally conducted from its facilities located in the Zhejiang Province of the People's Republic of China. Topoint is subject to proceedings before the People's Court of Haining City, Zhejiang Province. Yueming Zhang is the court- appointed bankruptcy administrator. Zhejiang Topoint and its three affiliates filed petitions under Chapter 15 of the U.S. Bankruptcy Code in Camden, New Jersey (Bankr. D.N.J. Lead Case No. 14-24549) on July 16, 2014, to seek U.S. recognition of the proceedings in China. Topoint estimated assets of at least US$10 million and debt of less than US$10 million in the Chapter 15 petition. Counsel in the U.S. cases is Stephen M. Packman, Esq., at Archer & Greiner, P.C., in Haddonfield, New Jersey. * Appellate Panel Allows Lien Stripping in Chapter 20 ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Bankruptcy Appellate Panel in Cincinnati joined what it called a "growing consensus of courts" by allowing an individual in a so-called Chapter 20 bankruptcy who's not eligible for a discharge in Chapter 13 nonetheless to strip off a wholly unsecured subordinate mortgage. According to the report, on appeal, the three-judge appellate panel reversed in an opinion by U.S. Bankruptcy Judge Marian F. Harrison. Judge Harrison noted that two federal circuit courts of appeal and one other appellate panel allow so-called lien stripping of an inferior mortgage in a subsequent Chapter 13 case where the property is worth less than first-mortgage debt. The case is In re Cain, U.S. Sixth Circuit Bankruptcy Appellate Panel (Cincinnati). * Atty, Ignored by Plaintiff, Wants Out of Malpractice Suit ----------------------------------------------------------- Law360 reported that a bankrupt attorney named in a malpractice suit against Antonelli Terry Stout & Kraus LLP, accused of botching a patent application for online ad inventions, asked a New York federal court to be entirely dismissed from the case because the plaintiff hadn't pursued claims with him. According to the report, the claims against Dale Hogue had been stayed because of an enforceable arbitration clause, and Hogue says plaintiff Protostorm LLC has not pursued arbitration. Hogue also asked U.S. Federal Judge Pamela K. Chen for dismissal because he is not involved in the upcoming trial and has declared Chapter 13 bankruptcy without any proof of claim filed by Protostorm, the report related. The case is Protostorm, LLC et al v. Antonelli, Terry, Stout & Kraus, LLP et al., Case No. 1:08-cv-00931 (N.Y.E.D.). * Case Against Chase for Flawed Credit Reporting Heads for Trial ---------------------------------------------------------------- Peg Brickley, writing for Daily Bankruptcy Review, reported that in a decision that could roil the thriving market for bad consumer debts, a New York bankruptcy judge said a purported class-action lawsuit against an arm of J.P. Morgan Chase & Co. can move forward. According to the report, Judge Robert D. Drain of the U.S. Bankruptcy Court in New York refused to dismiss a suit alleging J.P. Morgan boosted the value of its soured credit-card receivables by refusing to erase debts that were discharged in bankruptcy. The suit started out in the Chapter 7 bankruptcy of Rusty Haynes, a husband and father, who had held the same job more than 20 years and also worked a seasonal job to try to stay on top of his bills, the report related. Having struggled with J.P. Morgan's credit- card unit, Mr. Haynes sued for himself and other consumers, alleging the unit allows black marks to stain a consumer's credit report even after debts are legally written off in bankruptcy, the report further related. * Dismissal of Chapter 13 Revests Unscheduled Lawsuit ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that failing to list a lawsuit as an asset isn't fatal if the bankruptcy is dismissed, U.S. Circuit Judge Amalya Kearse of the U.S. Court of Appeals in Manhattan ruled in a July 11 opinion. Judge Kearse set aside dismissal of a Truth in Lending Act lawsuit in the course of ruling that the former bankrupt regained ownership of the claim underlying the lawsuit when her bankruptcy was dismissed. The lawsuit was filed by a woman who filed a Chapter 13 petition before filing the lawsuit. The case is Crawford v. Franklin Credit Management Corp., 13-2514, U.S. Court of Appeals for the Second Circuit (Manhattan). * Lawyer Called 'Sociopath' Seeks Judge's Full Recusal ------------------------------------------------------ Law360 reported that a Pennsylvania attorney facing discipline over allegations he overcharged bankruptcy retainer fees has appealed the refusal of a federal judge, who defended calling the lawyer a "sociopath," to recuse himself from hundreds of cases involving the lawyer. According to the report, in the appeal docketed in federal district court last week, Jason Mazzei takes aim at U.S. Bankruptcy Court Judge Thomas Agresti's decision to remove himself only from filing a recommendation on the attorney's actions. As previously reported by The Troubled Company Reporter, citing Bill Rochelle, the bankruptcy columnist for Bloomberg News, in April, Chief Bankruptcy Judge Jeffery A. Deller in Pittsburgh called for a districtwide investigation into the conduct of bankruptcy lawyer Jason J. Mazzei, who he said has been the subject of client complaints. Mazzei quickly sought to have Judge Agresti removed from the investigation, alleging that the judge was biased against him, citing an instance in May 2013 when Judge Agresti called him a "sociopath." The case is In re Matters Involving the Professional Conduct of Jason J. Mazzei, 14-205, U.S. Bankruptcy Court, Western District Pennsylvania (Pittsburgh). * Argentina Debt-Dispute Mediator Postpones Meeting --------------------------------------------------- Ken Parks, writing for The Wall Street Journal, reported that a court-appointed mediator has postponed a meeting between Argentina and a small group of creditors in a high-profile dispute over unpaid debt that could end in a default as soon as next week. According to the report, U.S. federal judge Thomas Griesa has ordered Argentina and hedge funds to meet "continuously" with the mediator in a bid to reach a deal ahead of a July 30 deadline on Argentine bond payments. The meeting has been rescheduled after the Argentine government said its representatives needed more time to get to New York City, Daniel Pollack, the attorney that Judge Griesa named to oversee negotiations, said in an email to the Journal. * Laurie Joins Sitrick as Global Restructuring Practice Head ------------------------------------------------------------ Sitrick and Company, the nation's premier strategic communications firm, on July 16 disclosed that Anita-Marie Laurie has been appointed as head of the firm's Global Restructuring Practice. Tom Becker, head of Sitrick's New York office since 2012 and a member of the firm's management committee, will lead the restructuring practice in New York. Additionally, Danielle Newman has been appointed Deputy Head of Sitrick's restructuring practice. Ms. Laurie, Mr. Becker and Ms. Newman will continue to practice within the strategic communications group of the firm. Ms. Laurie, who has led or been part of the communications leadership team of approximately 200 in- and out-of-court restructurings during her 18 years with the firm, previously served as head of the firm's West Coast Restructuring Practice. Mr. Becker, who has been part of the communications leadership team in approximately 50 in- and out-of-court restructurings since joining the firm in 2006, previously covered corporate bankruptcy and restructuring as a reporter for Bloomberg News and Dow Jones. The appointments are part of the firm's reorganization of its restructuring practice to better address the needs of clients in the current economy, including those in the middle market, with cost-effective, strategic communications plans. "The restructuring industry and entities it serves have changed dramatically over the past several years," said Michael S. Sitrick, Chairman and Chief Executive Officer of Sitrick And Company. "Professionals who serve clients within that industry must change as well. The new program we will be unveiling reflects this reality and allows us to provide strategic communications services from small or mid-sized entities to the mega-sized matters. Clients can, if they choose, receive certainty of cost for the core elements of a communications program and then have the added benefit of additional services of the firm, including our unrivaled media expertise and relationships," Mr. Sitrick said. "Anita-Marie, Tom, and Dani have consistently delivered for clients in nearly every industry one can think of, from the multi- billion dollar companies to smaller privately-held entities. We are all very excited about their enhanced roles." Since joining Sitrick And Company in 1996, Ms. Laurie has been the lead or co-lead executive for some of the largest bankruptcy cases in the country, including Hostess, Delphi and U.S. Airways. Prior to joining Sitrick And Company, Ms. Laurie worked for the City of Santa Barbara and McDonald's Corporation, where she held various positions in the area of economic development and real estate investment. Ms. Laurie holds an undergraduate degree in Humanities from Pepperdine University, where she also attended post graduate classes. Mr. Becker has counseled clients through a variety of situations including litigation, Chapter 11 restructurings, transactions, reputation management, and civil and criminal investigations during his eight-year tenure with the firm. He holds a Masters Degree from the Columbia University Graduate School of Journalism and B.A. in Journalism from Marist College, Poughkeepsie, New York. Ms. Newman joined Sitrick and Company in 2007 and has since worked with both public and private companies across a variety of sectors and matters to create and implement comprehensive communications plans to support business and legal strategies. Some of the notable restructuring assignments she has provided communications counsel on include Reader's Digest, Hostess, and LyondellBasell. She has a B.A. in Psychology and a minor in Public Relations from Boston University. * Recent Small-Dollar & Individual Chapter 11 Filings ----------------------------------------------------- In re Jeffrey Hartman Bankr. D. Ariz. Case No. 14-10924 Chapter 11 Petition filed July 16, 2014 In re American Stone Fabricators, Inc. Bankr. S.D. Ind. Case No. 14-80677 Chapter 11 Petition filed July 16, 2014 See represented by: K.C. Cohen, Esq. K.C. COHEN, LAWYER, P.C. E-mail: kc@esoft-legal.com In re Ignacio Uribe Bankr. D. Nev. Case No. 14-14858 Chapter 11 Petition filed July 16, 2014 In re Mr. U's Lounge, LLC Bankr. D.N.J. Case No. 14-24518 Chapter 11 Petition filed July 16, 2014 See represented by: David A. Kasen, Esq. KASEN & KASEN E-mail: dkasen@kasenlaw.com In re IM Pet Store, Inc. Bankr. D.P.R. Case No. 14-05819 Chapter 11 Petition filed July 16, 2014 represented by: Modesto Bigas Mendez, Esq. BIGAS & BIGAS E-mail: modestobigas@yahoo.com In re Enrichment Services, Inc. ta Winchester Academy Bankr. W.D. Va. Case No. 14-50783 Chapter 11 Petition filed July 16, 2014 represented by: Andrew S. Goldstein, Esq. MAGEE GOLDSTEIN LASKY & SAYERS, P.C. E-mail: agoldstein@mglspc.com In re Joseph R. Tedesco Bankr. E.D. Cal. Case No. 14-91023 Chapter 11 Petition filed July 17, 2014 In re Edmund Craig Scarborough and Yvonne Kay Scarborough Bankr. M.D. Fla. Case No. 14-08222 Chapter 11 Petition filed July 17, 2014 In re Fishers Conference Center, LLC Bankr. S.D. Ind. Case No. 14-06677 Chapter 11 Petition filed July 17, 2014 See http://bankrupt.com/misc/insb14-06677.pdf represented by: Thomas Jay Curts, Esq. COOTS, HENKE & WHEELER, P.C. E-mail: jcurts@chwlaw.com In re Yosi Shemtov Bankr. E.D.N.Y. Case No. 14-43649 Chapter 11 Petition filed July 17, 2014 In re Sanaz Sarbasi Bankr. C.D. Cal. Case No. 14-14451 Chapter 11 Petition filed July 18, 2014 In re Kearny F. Galang Bankr. D. Conn. Case No. 14-51125 Chapter 11 Petition filed July 18, 2014 In re Ian Edward Walker Bankr. M.D. Fla. Case No. 14-08212 Chapter 11 Petition filed July 18, 2014 In re Troy Harley Hugh Nielsen and Dianna Kathleen Nielsen Bankr. D. Hawaii Case No. 14-00974 Chapter 11 Petition filed July 18, 2014 In re Grimm Home Services LLC Bankr. C.D. Ill. Case No. 14-81287 Chapter 11 Petition filed July 18, 2014 See http://bankrupt.com/misc/ilcb14-81287.pdf represented by: Sumner Bourne, Esq. RAFOOL, BOURNE & SHELBY, P.C. E-mail: sbnotice@mtco.com In re Wilderness Lake Campground, LLC Bankr. S.D. Ill. Case No. 14-60277 Chapter 11 Petition filed July 18, 2014 See http://bankrupt.com/misc/ilsb14-60277.pdf represented by: Teresa I. Pisula, Esq. LAW OFFICE OF TERESA I. PISULA E-mail: deborah@tiplawil.com In re Daisy Santana Bankr. N.D. Ill. Case No. 14-26471 Chapter 11 Petition filed July 18, 2014 In re R. David Sanders Bankr. S.D. Miss. Case No. 14-02271 Chapter 11 Petition filed July 18, 2014 In re Carol Ann Angelos Bankr. E.D.N.C. Case No. 14-04128 Chapter 11 Petition filed July 18, 2014 In re Dana L Blumensaadt Bankr. N.D. Ohio Case No. 14-32633 Chapter 11 Petition filed July 18, 2014 In re David A. Novoselsky Bankr. W.D. Wis. Case No. 14-29136 Chapter 11 Petition filed July 18, 2014 In re Caguas Real Utility, Corp. Bankr. D.P.R. Case No. 14-05946 Chapter 11 Petition filed July 20, 2014 See http://bankrupt.com/misc/prb14-05946.pdf represented by: Hector Eduardo Pedrosa Luna, Esq. THE LAW OFFICES OR HECTOR EDUARDO PEDROSA LUNA E-mail: hectorpedrosa@gmail.com In re Kanwal Jit Suri Bankr. M.D. Fla. Case No. 14-03511 Chapter 11 Petition filed July 21, 2014 In re Kenneth L. Wiley, Sr. Bankr. E.D. La. Case No. 14-11869 Chapter 11 Petition filed July 21, 2014 In re Sharp Investments, LLC Bankr. E.D. Mich. Case No. 14-51943 Chapter 11 Petition filed July 21, 2014 See http://bankrupt.com/misc/mieb14-51943.pdf represented by: Robert N. Bassel, Esq. E-mail: bbassel@gmail.com In re Hugh F. Hall Bankr. D.N.J. Case No. 14-24864 Chapter 11 Petition filed July 21, 2014 In re Toporek Family, LP Bankr. E.D.N.Y. Case No. 14-73321 Chapter 11 Petition filed July 21, 2014 Filed Pro Se In re Mental Properties, LLC Bankr. E.D.N.C. Case No. 14-04197 Chapter 11 Petition filed July 21, 2014 See http://bankrupt.com/misc/nceb14-04197.pdf represented by: Trawick H Stubbs, Jr., Esq. STUBBS & PERDUE, P.A. E-mail: efile@stubbsperdue.com In re Deirdre Seeds Bankr. E.D. Tex. Case No. 14-41547 Chapter 11 Petition filed July 21, 2014 ********* 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 by e-mail. 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 the nation's bankruptcy courts. The list includes links to freely downloadable of these small-dollar petitions in Acrobat PDF documents. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2014. 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 ***