/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140919.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, September 19, 2014, Vol. 18, No. 261 Headlines 1011778 BC: Moody's Assigns 'B2' Corp. Family Rating AIR CANADA: Moody's Raises Corporate Family Rating to 'B2' ALCOA INC: Fitch Assigns 'BB+' Rating on $1BB Sr. Notes Due 2024 ALCOA INC: Moody's Assigns Ba1 Rating on Senior Unsecured Notes ALLY FINANCIAL: Shares Dodd-Frank Act Stress Test Results ANSWERS CORP: Moody's Assigns 'B3' CFR & Rates 1st Lien Debt 'B1' ANSWERS CORP: S&P Assigns 'B' CCR & Rates $360MM Secured Debt 'B' APOLLO MEDICAL: Signs Agreements with CEO Warren Hosseinion ARAMID ENTERTAINMENT: Can't Stop Trustee's Intervention Bid ASSOCIATED GAS: FirstEnergy Must Kick In for NYSEG Cleanup ASSOCIATED WHOLESALERS: Seeks to Hire Saul Ewing as Counsel ASSOCIATED WHOLESALERS: Names D. Booth of Carl Marks as CRO ASSOCIATED WHOLESALERS: Proposes to Pay Bonuses to 15 Employees ASSOCIATED WHOLESALERS: Bid Protocol Hearing Set for Sept. 23 ASSOCIATED WHOLESALERS: Gerrity's Owner Comments on Ch.11 Filing ATLANTIC POWER: S&P Puts 'B' CCR on CreditWatch Negative ATLS ACQUISITION: Deal to Settle Objection to Disclosure Approved AUXILIUM PHARMACEUTICALS: $50MM Add-on No Impact on Moody's CFR AUXILIUM PHARMACEUTICALS: Moody's Reviews B3 CFR for Upgrade BANKRATE INC: Moody's Puts 'B1' CFR on Review for Downgrade BERNARD L. MADOFF: Aide Warns of 'Gender Disparity' in Jail BESRA GOLD: TSX to Delist Common Shares on October 17 BRUSH CREEK: Buckhorn Balks at Extension of Exclusivity Periods BRUSH CREEK: Hearing on Adequate Protection Bid Set for Oct. 23 BUCCANEER ENERGY: Bankruptcy Leaves Millions in Unpaid Bills CAPSTONE LOGISTICS: Moody's Assigns 'B3' Corporate Family Rating CAPSTONE LOGISTICS: S&P Assigns 'B' CCR; Outlook Stable CBS OUTDOOR: Moody's Assigns B1 Rating on New $450MM Senior Notes CC44 L.L.C.: Voluntary Chapter 11 Case Summary CHECKOUT HOLDING: Moody's Affirms 'B3' Corporate Family Rating CHESTER DOWNS: Fitch Lowers Issuer Default Rating to 'CCC' CLEAR CHANNEL: Changes Company Name to "iHeartMedia" CONNEAUT LAKE PARK: Ch. 11 Filing Mulled to Halt Sheriff's Sale CONSTELLATION ENTERPRISES: Moody's Lowers CFR to 'Caa1' CORNERSTONE HOMES: Trustee Hires Hiscock & Barclay as Counsel CTI BIOPHARMA: Provides Corporate Update to Investors DELIA*S INC: Liquidity Crunch Raises Urgency Level DIGITAL DOMAIN: 16th Financing Amendment Approved EAGLE BULK: Hires Alvarez & Marsal as Restructuring Advisors EAGLE BULK: Wants to Hire Milbank Tweed as Attorneys EAGLE BULK: Hires Moelis & Company as Investment Banker & Advisor ENDO INT'L: S&P Puts 'BB-' CCR on CreditWatch Negative ENERGY FUTURE: Retains Thompson & Knight as Special Tax Counsel ESTATE FINANCIAL: Court Approves Hollister & Brace as Counsel EVERGREEN SKILLS: S&P Assigns 'B-' Corp. Credit Rating EXECUTIVE PARK ORTHOPEDIC: In Ch. 11 Amid Dispute With Landlords EXGEN TEXAS: Moody's Affirms B1 Rating on $675MM Sr. Secured Debt FINJAN HOLDINGS: Court of Appeals Affirms Ruling in Patent Case FIRST MARINER: Trustee Slams Kirkland Bankruptcy Fees FREESEAS INC: Sells M/V Free Jupiter for $12.2 Million GALENAS EDGE: Case Summary and Two Unsecured Creditors GAMESTOP CORP: Moody's Assigns 'Ba1' Corporate Family Rating GAWK INC: Incurs $1.06-Mil. Net Loss for April 30 Quarter GLIMCHER REALTY: Moody's Puts B1 Preferred Stock Rating on Review GLOBAL CASH: S&P Puts 'BB' CCR on CreditWatch Negative GM FINANCIAL: Fitch Assigns 'BB+' Rating on EUR10-Bil. Notes GM FINANCIAL: Moody's Assigns (P)Ba1 Rating on Euro Term Note HALYARD HEALTH: S&P Assigns BB Corp. Credit Rating; Outlook Stable HARBOR PLACE: Voluntary Chapter 11 Case Summary HEALTHSOUTH CORP: New $150MM Debt No Impact on Moody's Ba3 CFR HEALTHSOUTH CORP: S&P Assigns 'BB+' Rating on $150MM Secured Loan HERON LAKE: Posts $6.8 Million Net Income in July 31 Quarter HOWREY LLP: Judge Partly Sticks to His Guns on Unfinished Biz IMAGENETIX INC: Confirms Reorganization Plan, Exits Chapter 11 INDIAN VALLEY TIMBER: Voluntary Chapter 11 Case Summary JAC HOLDING: Moody's Assigns B3 CFR & Rates $140MM Sr. Notes B3 JWD ASSOCIATES: Voluntary Chapter 11 Case Summary LAKSHMI HOSPITALITY: Seeks Authority to Use Cash Collateral LDK SOLAR: Units to File Prepack Bankruptcy in U.S. LDK SOLAR: Cayman Court Wants Creditors Meeting Held in October LDK SOLAR: Hong Kong Court to Conduct Hearing on Sept. 23 LIFE ENHANCEMENT: Case Summary & 20 Largest Unsecured Creditors LONE STAR UTILITIES: Wins Confirmation of Bankruptcy Exit Plan LV PARADISE: Case Transferred to District of Nevada MILLER AUTO PARTS: Atlanta-Based Supplier Enters Chapter 11 MILLER AUTO PARTS: Proposes DIP Financing From First Capital MILLER AUTO PARTS: Taps Logan & Company as Claims Agent MJC AMERICA: Can Employ Hanson Bridgett as Special Counsel MJC AMERICA: Can Employ Alan M. Insul as Special Counsel MOMENTIVE PERFORMANCE: First & 1.5 Lien Holders Can't Change Vote MOMENTIVE PERFORMANCE: Balks at U.S. Bank Bid to Stay Plan Order MONARCH COMMUNITY: EJF Capital Reports 9.8% Equity Stake MORNING STAR PASTURE: Voluntary Chapter 11 Case Summary MVB HOLDING: Landlord Suit Prompted Bankruptcy Filing NATCHEZ REGIONAL: Stalking Horse Unopposed in Bidding NATIONAL MENTOR: Moody's Places B3 CFR on Review for Upgrade NEW WORLD RESOURCES: Wins Foreign-Main Recognition NEWLEAD HOLDINGS: Ironridge Seeks Add'l 3.8MM Settlement Shares NII HOLDINGS: Meeting to Form Creditors' Panel Set for Sept. 29 NII HOLDINGS: Moody's Lowers Corporate Family Rating to 'Ca' PACIFIC STEEL: Sentry Insurance to Retain Policy Setoff Rights PLY GEM HOLDINGS: Selling $150MM Notes at 93.25% Issue Price PRESSURE BIOSCIENCES: Presented at Rodman and Renshaw Conference RAAM GLOBAL: Subsidiaries Get $85 Million Loan REVEL AC: Sale Price Is 6% of Debt in First Chapter 11 ROSETTA GENOMICS: Cancels Oct. 10 Annual Shareholders' Meeting SAN BERNARDINO, CA: Can Cut Firefighter Benefits, Judge Says SEARS HOLDINGS: Loan Highlights Pressure on Cash SEARS HOLDINGS: ESL to Join Capital Structure Evaluation SIGA TECHNOLOGIES: Enters Bankruptcy Amid Battle With PharmAthene SIGA TECHNOLOGIES: Wants Schedule Deadline Moved to Oct. 30 SIGA TECHNOLOGIES: Proposes to Pay Claims of Critical Vendors SIGA TECHNOLOGIES: Bankruptcy Court Approves "First-Day Motions" SIMMONS FOODS: S&P Affirms 'B-' Corp. Credit Rating SKYLINE MANOR: Bids Due Oct. 6, Continues Search for Buyer SMHC LLC: Wins Confirmation of Reorganization Plan SOMERSET 2002: Case Summary & Unsecured Creditor SUPERIOR NATIONAL: Chase Denied Atty. Docs in $775-Mil. Fight T. J. CALDON: Case Summary & 20 Largest Unsecured Creditors TELEXFREE LLC: Greenberg, Alvarez Agree to Slash Fees TEM ENTERPRISES: Court Okays Stefani Chaidez as Accountants TEMBEC INDUSTRIES: Moody's Assigns B3 Rating on $375MM Sr. Notes TRUMP ENTERTAINMENT: Needs to File Plan Next Month TRUMP ENTERTAINMENT: Seeks to Hire Stroock as Bankruptcy Counsel TRUMP ENTERTAINMENT: Taps Young Conaway as Local Delaware Counsel TRUMP ENTERTAINMENT: Seeks to Employ Houlihan as Fin'l Advisor US COAL: U.S. Trustee Objects to Bonus Program USEC INC: Expects to Exit Chapter 11 Restructuring on Sept. 30 VARIANT HOLDING: Creditor Wants Court OK Prior to Closing of Sale VARIANT HOLDING: Files Schedules of Assets and Liabilities WINDSOR PETROLEUM: Seeks Approval of Plan Outline, Voting Process XTL BIOPHARMACEUTICALS: Reports $710-K Loss in Second Quarter YMCA OF MILWAUKEE: Proofs of Claim Deadline Set for Oct. 31 ZEBRA TECHNOLOGIES: Moody's Assigns Ba3 Corporate Family Rating * Circuit Judges Differ on When a Lawsuit Arises * Test Nears on Whether Bankruptcy Shields Rent-Stabilized Leases * Alpine Group Board Approves Liquidation Distribution * Marks Paneth Among Top Three N.Y. Forensic Accounting Providers * Kirkland's Bankruptcy Veteran Richard Cieri to Retire * BOOK REVIEW: Transnational Mergers and Acquisitions in the United States ********* 1011778 BC: Moody's Assigns 'B2' Corp. Family Rating ---------------------------------------------------- Moody's Investors Service assigned a (P)B1 rating to 1011778 B.C. Unlimited Liability Company (1011778 B.C.) proposed $500 million guaranteed senior secured 1st lien revolving credit facility and $6.75 billion guaranteed senior secured 1st lien term loan and a (P)Caa1 rating to the company's proposed $2.25 billion guaranteed senior secured 2nd lien notes. In addition, Moody's assigned 1011778 B.C. a B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating (PDR) and SGL-1 Speculative Grade Liquidity rating. The outlook is stable Ratings Rationale The ratings of Burger King Capital Holdings (BKCH) and Burger King Corporation (BKC) remain under review for downgrade given the uncertainty as to the ratings of any debt of BKCH and BKC not tendered and that remains part of the final capital structure. These ratings were placed under review on August 27, 2014 following the announcement that Burger King Worldwide Inc. (BKW), the publicly traded parent company of BKCH and BKC, entered into a definitive agreement to acquire Tim Hortons, Inc. for approximately $12.0 billion. The transaction is expected to close in late 2014 or early 2015, subject to Tim Horton's shareholder approval and various regulatory reviews in the US and Canada. Proceeds from the proposed bank facilities and 2nd lien notes along with approximately $3.0 billion of 9% cumulative perpetual Series A preferred stock and $3.4 billion of new common equity and cash on hand will be used to fund the acquisition of Tim Hortons (TH) and refinance the outstanding debt at Burger King. Moody's ratings are subject to receipt and review of final documentation. "The B2 Corporate Family Rating (CFR) reflects the company's high leverage and weak cash flow coverage metrics pro forma for the acquisition as well as an aggressive financial policy and significant remodeling requirements of its franchisees. Moody's also believe that soft consumer spending and high levels of promotional activities by competitors will continue to pressure operating performance," stated Bill Fahy, Moody's Senior Credit Officer. Pro forma for the transaction as of June 30, 2014, leverage on a debt to EBITDA basis will be high at over 6.5 times and over 8.0 if the 9% preferred stock were incorporated as debt. "However, the ratings also reflect the brand recognition of both Burger King and Tim Horton's, meaningful scale, diversified day part and food offerings which boosts returns on invested capital, and very good liquidity" stated Fahy. The CFR and PDR ratings reflect the proposed capital structure total debt outstanding at closing of approximately $9.0 billion (unadjusted and excluding capital leases). The debt classes have been assigned provisional ratings because the final ratings of these debt classes could be affected by variation in the proportion of each debt class within the $9.0 billion total. This partly reflects uncertainty in regards to the amount of existing debt that will be put back to Tim Hortons and Burger King under change of control provisions. New ratings assigned: Corporate Family Rating at B2 Probability of Default Rating at B2-PD $500 million guaranteed senior secured 1st lien revolving credit facility expiring 2019 at (P)B1 (LGD 3) $6.75 billion guaranteed senior secured 1st lien term loan due 2021 at (P)B1 (LGD 3) $2.25 billion guaranteed senior secured 2nd lien notes due 2022 at (P)Caa1 (LGD 5) Speculative Grade Liquidity rating of SGL-1 The ratings outlook is stable The stable outlook reflects Moody's view that 1011778 B.C.'s debt protection measures will gradually improve over the next twelve months despite persistently soft consumer spending and intense competition as the company reduces costs and focuses on debt reduction above required amortization. The stable outlook also reflects Moody's expectation that the company maintain very good liquidity. Factors that could result in an upgrade include a sustained strengthening of debt protection metrics with debt to EBITDA of under 5.0 times and EBITA coverage of interest of over 2.0 times. A higher rating would also require very good liquidity. However, a downgrade could occur in the event the company is unable to strengthen debt protection metrics from current levels while maintaining very good liquidity. Specifically, a downgrade could occur if Burger King is unable to reduce debt to EBITDA over the next twelve to eighteen months to below 6.0 times or if EBITA to interest approached 1.5 time. A deterioration in liquidity could also result in a downgrade. 1011778 B.C. Unlimited Liability Company is a wholly owned subsidiary of New Red Canada Partnership, which in turn is a direct subsidiary of 1011773 B.C. Limited Liability Company (Holdings). Holding will be the publicly traded entity and the issuer of the 9% cumulative perpetual series A preferred stock. 1011778 B.C. along with Amalgamation sub and Merger sub were all formed solely for the purpose of acquiring Burger King and Tim Horton's and has not engaged in any business except for activities related to its formation, completing the transactions contemplated by the merger agreement and arranging the related financing. The transaction assumes that upon consummation of the acquisition Amalgamation Sub will acquire Tim Hortons pursuant to a plan of arrangement under Canadian law and Merger Sub will merge with and into Burger King, with Burger King as the surviving corporation. Both Burger King and Tim Horton's will become indirect subsidiaries of both 1011773 B.C. Unlimited Liability Company (Holdings) and Partnership. Burger King Corporation owns and operates about 50 and franchises approximately 13,800 Burger King hamburger quick service restaurants. Annual revenues are about $1.0 billion, although systemwide sales are over $16 billion. Burger King is majority owned by private equity company 3G Capital. Tim Hortons Inc., owns and operates, or franchises approximately 4,545 Tim Horton restaurants, predominantly in Canada. Annual revenues are about $3.3 billion, although systemwide sales are higher The principal methodology used in this rating was Global Restaurant Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. AIR CANADA: Moody's Raises Corporate Family Rating to 'B2' ---------------------------------------------------------- Moody's Investors Service upgraded Air Canada's corporate family rating to B2 from B3, probability of default rating to B2-PD from B3-PD, first lien senior secured rating to Ba3 from B1, second lien senior secured rating to B3 from Caa1 and senior unsecured rating to Caa1 from Caa2. The company's speculative grade liquidity rating was affirmed at SGL-2. The ratings on Air Canada's 2013-1 Class A, Class B and Class C Pass Through Trust Certificates were upgraded by one notch to Baa1, Ba2, and B1, respectively. The rating outlooks for Air Canada and the Pass Through Trust Certificates have been changed to stable from positive. Ratings Rationale "The upgrade of Air Canada's ratings is driven by Moody's increased confidence in the carrier's ability to execute its significant expansion plans and cost reduction initiatives in a manner that enables its adjusted EBITDA to expand modestly and allows its adjusted financial leverage to remain under 5.5x", said Darren Kirk, Vice President and Senior Credit Officer with Moody's. Air Canada's B2 corporate family rating incorporates its high financial leverage, relatively thin operating margins, exposure to both economic cyclicality and foreign exchange rate movements, and execution risks associated with its expansion plans. As well, the rating reflects Moody's expectation that the carrier's financial leverage is unlikely to improve materially over the next couple of years as its elevated capital expenditures cause its free cash flow to remain modestly consumptive while increased competition limits earnings growth. Favorably, the rating reflects Air Canada's meaningful scale, good liquidity, expected benefits from its cost improvement initiatives, favorable recent operating performance, leading market share of domestic, trans-border and international routes in and out of Canada, and benefits from its position in the Star Alliance network. Air Canada's liquidity is good (SGL-2), supported by $2.6 billion of balance sheet cash as at June 30, 2014 and its $100 million unused committed revolver (due 2017). Moody's expects Air Canada's significant aircraft purchases will contribute to about $750 million of cumulative free cash flow consumption between July 1, 2014 and the end of 2015 (defined as cash from operations less gross capital expenditures before any financing associated with new aircraft). Additional cash requirements through this period include an estimated $200 million of surplus pension contributions (in excess of current service costs) and $625 million in debt maturities. Air Canada's liquidity arrangements benefit from its backstop financing arrangements for its committed aircraft expenditures (totaling an estimated $1 billion through 2015). Moody's uses estimates of current market value when assessing the loan-to-value ("LTVs") of an enhanced equipment trust certificate ("EETC") financing. Moody's estimates the peak LTVs of the A, B and C tranches at about 52%, 74%, and 87%, respectively. The EETC ratings also reflect Moody's opinion of the importance of the five Boeing B777-300ER aircraft that collateralize the transaction to the company's long-haul network strategy, and the support of the Class A and Class B liquidity facilities. The stable ratings outlook reflects Moody's expectation that Air Canada will maintain relatively strong load factors and improving costs as it implements its capacity expansion plans. A further upgrade of Air Canada's CFR could occur if the company continues to execute on its expansion plans and cost reduction initiatives, providing Moody's with confidence that Air Canada will maintain adjusted leverage below 5x and EBIT/ Interest above 2x. Downward rating pressure on Air Canada's CFR could occur if Air Canada's yields contract materially without an accompanying reduction to costs, if Moody's expected Debt/ EBITDA to rise and be sustained above 6x with EBIT/ Interest towards 1x, or if Moody's develops concerns over the adequacy of Air Canada's liquidity. Upgrades: Issuer: Air Canada Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD US$100 million 1st lien senior secured bank credit facility, due 2017, Upgraded to Ba3 (LGD2) from B1 (LGD2) US$300 million 1st lien senior secured bank term loan B, due 2019, Upgraded to Ba3 (LGD2) from B1 (LGD2) C$300 million 1st lien senior secured notes, due 2019 Upgraded to Ba3 (LGD2) from B1 (LGD2) US$400 million 1st lien senior secured notes, due 2019, Upgraded to Ba3 (LGD2) from B1 (LGD2) US$300 million 2nd lien senior secured notes, due 2020, Upgraded to B3 (LGD4) from Caa1 (LGD4) US$400 million senior unsecured notes, due 2021, Upgraded to Caa1 (LGD5) from Caa2 (LGD5) Issuer: Air Canada 2013-1 Pass Through Trusts $425 million Class A senior secured Enhanced Equipment Trust (Foreign Currency) May 15, 2025, Upgraded to Baa1 from Baa2 $182 million Class B senior secured Enhanced Equipment Trust (Foreign Currency) May 15, 2021, Upgraded to Ba2 from Ba3 $108 million Class C senior secured Enhanced Equipment Trust (Foreign Currency) May 15, 2018, Upgraded to B1 from B2 Outlook Actions: Issuer: Air Canada Outlook, Changed To Stable From Positive Issuer: Air Canada 2013-1 Pass Through Trusts Outlook, Changed To Stable From Positive Affirmations: Issuer: Air Canada Speculative Grade Liquidity Rating, Affirmed SGL-2 Headquartered in Saint-Laurent, Quebec, Air Canada is the largest provider of scheduled passenger services in Canada. Revenues for 2013 were approximately $12.4 billion. The methodologies used in these ratings were Global Passenger Airlines published in May 2012, and Enhanced Equipment Trust And Equipment Trust Certificates 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. ALCOA INC: Fitch Assigns 'BB+' Rating on $1BB Sr. Notes Due 2024 ---------------------------------------------------------------- Fitch Ratings, on Sept. 17, 2014, assigned a 'BB+' rating to Alcoa Inc.'s issuance of approximately $1 billion in senior notes due 2024. The Rating Outlook is Stable. THE ISSUANCE Alcoa is issuing senior notes to help fund its upcoming acquisition of Firth Rixson for a total of $2.85 billion. Earlier this week, Alcoa issued $1.25 billion in mandatory convertible preferred stock to help finance the acquisition which is expected to close sometime in the fourth quarter. KEY RATING DRIVERS Alcoa's ratings reflect its leading position in the aluminum industry, its strength in low-cost alumina production, the operating flexibility afforded by the scope of its operations and its moderately levered financial profile. Alcoa was ranked as the third largest primary aluminum producer in 2013. Its aluminum production is about average cost and its alumina production is in the low second quartile. Profitability has been hampered by global oversupply in aluminum in the upstream segment of the business which has weighed on net income and cash flow generation over the last few years. On the downstream side of the business, Alcoa has been experiencing solid profitability and has been directing it focus on its presence there. The acquisition of Firth Rixson is an example of this focus as it will immediately add to Alcoa's existing aerospace segment and will provide a platform for future growth in that segment. Similarly, Alcoa's recent multi-year agreement with Boeing for approximately $1 billion that will supply the aerospace company with aluminum sheet and plate products emphasizes Alcoa's focus on its well-performing downstream businesses. The agreement is positive for the aluminum producer as it locks in future revenue for its aerospace unit. Free Cash Flow (FCF) & EXPECTATIONS Alcoa's financial leverage will remain above 2.5x on a total debt/EBITDA level and above 3.5x on a funds from operations (FFO) adjusted level through the end of 2014. Significant pension contributions will keep FFO adjusted leverage above 3.5x through 2015. The company has generally produced FCF after capital expenditures and dividends to shareholders since 2010 despite weak aluminum prices. In 2014, Fitch expects the company to be FCF neutral after capital expenditures of $1.2 billion, but before $137 million in dividends and the $125 million investment in the Ma'aden joint venture. LIQUIDITY Liquidity is provided by the company's $4 billion revolver maturing July 25, 2017, its commercial paper program and its 11 additional revolving credit facilities with separate financial institutions providing a combined capacity of $1.25 billion. Additionally, cash and cash equivalents on hand were $1.18 billion as of June 30, 2014. The main revolver has a covenant that limits consolidated indebtedness to 150% of consolidated net worth as do the other 11 revolvers. RATING SENSITIVITIES: Negative: Future developments that may, individually or collectively, lead to negative rating action include: -- Operating EBITDA below $2.5 billion in 2014; -- Total Debt/EBITDA sustainably above 3x and FCF negative in the amount of $200 million or more. Positive: Not anticipated over the next 12 months but future developments that may lead to a positive rating action include: -- FFO adjusted leverage to be under 2.5x, and FCF positive on average. Fitch currently rates Alcoa as follows: -- Issuer Default Rating (IDR) 'BB+'; -- Senior notes 'BB+'; -- $4 billion revolving credit facility 'BB+'; -- Series A preferred stock 'BB-'; -- Series B preferred stock 'B+'; -- Short-term IDR 'B'; -- Commercial paper 'B'. The Rating Outlook is Stable. ALCOA INC: Moody's Assigns Ba1 Rating on Senior Unsecured Notes --------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to the senior unsecured notes issued by Alcoa Inc. The notes are issued under the company's shelf registration rated (P)Ba1 for senior unsecured debt. All other ratings remain unchanged including the company's Speculative Grade Liquidity Rating of SGL-1. Proceeds, together with proceeds from the Mandatory Convertible Preferred Stock issue, will be used to finance the $2.85 billion acquisition of Firth Rixson from Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. The transaction also has a potential $150 million earn-out through December 31, 2020 based upon financial performance at Firth Rixson's Savannah, Georgia facility. Closing remains subject to customary conditions and regulatory approvals. The rating outlook is stable. Although this releveraging could somewhat slow the pace of metric improvement in the short-term, the acquisition is of strategic benefit in that it expands Alcoa's suite of products to the aerospace industry, which is experiencing good order rates and backlogs, and increases the percentage of value added earnings over the medium to longer term. Alcoa indicates that the acquisition will contribute revenues and EBITDA in 2016 of $1.6 billion and $350 million respectively. Consequently, Moody's assume that the EBITDA contribution will be more modest prior to 2016 and that key metrics such as debt/EBITDA and EBIT/interest will only slowly improve from current levels (3.8x and 2.2x respectively as of June 30, 2014). However, should the recent run up in aluminum prices on the LME be sustained and not result a material restart of idled capacity, particularly in China, and premiums hold at or relatively within current levels, Alcoa's earnings generation could improve at a higher rate than currently anticipated. Assignments: Issuer: Alcoa Inc. Senior Unsecured Regular Bond/Debenture (Local Currency), Assigned Ba1, LGD4 Ratings Rationale Alcoa's Ba1 corporate family rating considers the company's position as one of the largest integrated aluminum producers globally, holding a commanding and competitive position in the alumina industry, a leading position as a provider of primary aluminum, and as well as a leading provider of products in a wide variety of markets served by its midstream Global Rolled Products (GRP) and downstream Engineered Products and Solutions (EPS) segments. Factored into the rating is the focus the company continues to maintain on cost reduction and cost control, as well as working capital management and productivity improvements, particularly in the smelting system. While there has been meaningful smelter capacity curtailments in the industry and demand fundamentals are showing signs of improvement, particularly in the US with the shift of producers such as Alcoa and Novelis to the production of automotive sheet from can sheet and consequently diminished supply available to the can sheet and other markets, there remains a significant amount of lower cost capacity targeted to come on stream for a likely net increase in capacity over the next several years. In addition, inventory levels on the LME remain relatively high, although recently showing signs of declining, and the rate of metal coming into the market from financing transactions not being rolled over could impact the aluminum price if not done in an orderly fashion. These factors are incorporated in the rating. Although the transaction involves a moderate releveraging of the company, the Ba1 CFR rating has cushion to support an increase in debt given the reduction in debt (on both an unadjusted and adjusted basis) over the last several years and improving earnings trend. Moody's expectation is that, pro-forma for the acquisition, leverage, as measured by the debt/EBITDA ratio will continue to be no more than roughly 4x. Moody's have assumed no synergies (company indicates savings of approximately $100 million by the fifth year following the acquisition) at this point but believe that such are likely given Alcoa's broad procurement platform and cost discipline. However, in the short-term there are likely to be elevated costs associated with the acquisition. Firth Rixson manufactures highly engineered rings, forgings and specialty metal products, serving primarily the aerospace engine manufacturers. The company also manufactures forged metal products for power generation, oil and gas, and other industries. Given the business focus of Firth Rixson, the acquisition remains in line with Alcoa's strategic objectives to increase the value added component of its business activities. Additionally, the transaction enhances the breadth of Alcoa's product offerings to the aerospace industry, where the company is already well positioned, particularly in the jet engine component segment. The acquisition also strengthens the company's position in nickel and titanium alloys. Upon completion of the acquisition, the value added contribution from Alcoa's aerospace business will increase to roughly 35% as per indications from the company. The aerospace industry continues to report significant backlogs and has strong growth opportunity going forward. Firth Rixson had $1.0 billion in revenues in 2013. Although Moody's expects cost creep in various input costs and volatility in energy and other costs, a significant portion of savings achieved in recent years, particularly in the smelting system, is believed sustainable, better positioning the company for improvement in earnings and cash flow generation over the medium to longer term. The company continues to focus on productivity improvements and cost savings and through the first half of 2014 achieved $566 million in productivity gains against its annual target of $850 million. While the rating incorporates Alcoa's focus on increasing the level of value added revenues from its GRP and EPS segments and the strengthening contribution from these segments, it also considers that the upstream businesses need sustained improved volumes, continued success in moving down the cost curve, and sustained higher aluminum prices to achieve a material and sustainable strengthening in consolidated performance and stronger metrics. An additional consideration in the rating is the fact that Alcoa fully consolidates the Alcoa World Alumina and Chemicals (AWAC) joint venture (encompasses bauxite and alumina assets) but only holds a 60% interest. Alcoa's solid liquidity, including its $1.18 billion cash position at June 30, 2014 and manageable near-term debt maturities are also important considerations in the rating. The principal methodology used in this rating was Global Mining Industry published in August 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. Headquartered in New York City, New York, Alcoa is a leading global integrated aluminum producer active in all major aspects of the industry, including the mining of bauxite, refining into alumina, smelting and recycling. Through its Global Rolled Products and Engineered Products and Solutions segments, the company provides value added products to a diversity of end markets. Revenues for the twelve months through June 30, 2014 were approximately $22.6 billion. ALLY FINANCIAL: Shares Dodd-Frank Act Stress Test Results --------------------------------------------------------- Ally Financial Inc. furnished the U.S. Securities and Exchange Commission a copy of the Ally Financial Inc. Dodd-Frank Act Stress Test - Mid-Cycle Estimates in the Severely Adverse Scenario as required under the rules published by the Federal Reserve to address the Dodd-Frank Act Stress Test requirements. The stress test results were submitted to the Federal Reserve on July 7, 2014, and cover a 9-quarter forecast horizon beginning in the second quarter of 2014, and continuing through the second quarter of 2016. The DFAST Severe scenario and the related forecasts of macroeconomic variables were developed internally by Ally and devised to capture all of the Company's primary risks. The Severe scenario considers a recession that has a level of severity comparable to the most severe post-war U.S. recessions and also includes a shock to oil prices that directly impacts the automotive industry and Ally's core automotive finance operations. Since the submission of the 2014 Comprehensive Capital Analysis & Review Capital Plan in January of this year, significant milestones have been reached, including, but not limited to, the following: * In March 2014, Ally received notice of the Federal Reserve's non-objection to Ally's 2014 capital plan. The non-objection to Ally's capital plan was followed by the completion of an initial public offering on April 10, 2014, for the sale of 95 million shares at $25 per share by the U.S. Department of the Treasury, reducing its ownership in Ally to 16% (including the U.S. Treasury's decision to exercise a portion of the over allotment in May 2014). * Beginning in mid-2013, Ally embarked on a liability management program and has continued its efforts to redeem legacy high- cost debt to improve cost of funds. Ally redeemed $10.2 billion of high-cost, callable debt from 3Q 2013 through 2Q 2014, which drives sustained improvement in pre-provision net revenue and capital generation. A copy of the filing is available for free at http://is.gd/z3n4vP 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. The Company's balance sheet at June 30, 2014, showed $149.93 billion in total assets, $135.05 billion in total liabilities and $14.87 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 July 16, 2014, Moody's Investors Service affirmed the Ba3 corporate family and B1 senior unsecured ratings of Ally Financial, Inc. and revised the outlook for the ratings to positive from stable. Moody's affirmed Ally's ratings and revised its rating outlook to positive based on the company's progress toward sustained improvements in profitability and repayment of government assistance received during the financial crisis. ANSWERS CORP: Moody's Assigns 'B3' CFR & Rates 1st Lien Debt 'B1' ----------------------------------------------------------------- Moody's Investors Service assigned to Answers Corporation a first- time B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating (PDR). Concurrently, Moody's assigned a B1 rating to the proposed $320 million first-lien senior secured term loan and $40 million first-lien senior secured revolving credit facility (RCF); and Caa2 rating to the $175 million second-lien senior secured term loan. The rating outlook is stable. Proceeds from the new credit facilities plus $428 million of equity from the new sponsor and management will be used to finance the leveraged buyout (LBO) of Answers by private equity firm Apax Partners ("Apax" or the "equity sponsor") from TA Associates and Summit Partners (the "prior equity sponsors") for a total purchase price of approximately $900 million (excluding balance sheet cash and transaction fees and expenses estimated to total about $23 million). Apax will own 91% of the parent, while the founders, management and employees will hold the remaining 9%. The new credit facilities will retire the existing senior credit facilities (approximately $268 million outstanding) residing at Answers and extinguish subordinated debt (approximately $44 million outstanding) residing at the parent AFCV Intermediate Holdings, LLC ("AFCV Intermediate") and Announce Media, LLC ("Announce") that was issued to the prior equity sponsors. Announce will not be part of the new corporate structure. Answers' new capital structure will retain $2.3 million in vendor financing arrangements that were assumed in connection with the ForeSee acquisition. Ratings Assigned: Issuer: Answers Corporation Corporate Family Rating -- B3 Probability of Default Rating -- B3-PD $40 Million First-Lien Senior Secured Revolver due 2019 -- B1 (LGD-3) $320 Million First-Lien Senior Secured Term Loan due 2021 -- B1 (LGD-3) $175 Million Second-Lien Senior Secured Term Loan due 2022 -- Caa2 (LGD-5) The assigned ratings are subject to review of final documentation and no material change in the terms and conditions of the transaction as advised to Moody's. Ratings Rationale Answers' B3 CFR reflects the company's small size, limited operating history, elevated pro forma financial leverage of approximately 9.8x total debt to LTM EBITDA (incorporating Moody's standard operating lease adjustment, earnings associated with recent acquisitions, and certain non-standard adjustments deemed acceptable to Moody's related to one-time costs, but excluding future synergies), reliance on major search engines for customer traffic and ownership by a private equity sponsor. Importantly, the rating is constrained by the highly acquisitive growth strategy that produces a rapidly evolving business model and significant pro forma earnings adjustments, making it challenging to estimate a prospective run-rate EBITDA, in Moody's opinion. In addition, the rating takes into consideration material weaknesses associated with inadequate internal controls over financial reporting. In 2012, the internal control environment of Answers' parent company was deemed to be materially weak with respect to people, processes and systems. Through the course of 2013, Answers undertook a number of steps to address the weaknesses, including hiring of qualified personnel, implementation of new financial and IT systems and improvement of internal controls with respect to financial reporting. As a result of these initiatives, the material weaknesses were narrowed from a broad based issue to four specific areas. The company has continued to address the issues and expects these to be resolved in the near future. The B3 rating also embeds the exposure to cyclical advertising revenue as well as the inherent business risk for Internet companies to experience potential decline in website traffic due to: (i) rapidly changing technology and industry standards; (ii) inability to develop features that attract consumers to its websites or; (iii) lower rankings in search engine results due to algorithm revisions. Alternative means of content delivery as well as changes in consumer sentiment may also contribute to the risk of obsolescence or waning relevance of traditional Internet portal sites. Low entry barriers can also create a potential competitive threat from the major search portals, social content website aggregators, social networking sites and content syndication firms. These concerns are mitigated by Answers' position as a leading Q&A website (Answers.com) that has consistently attracted an increasing amount of high volume traffic and registered users through a community-generated knowledge portal that also delivers high-demand, high quality medium-to-long form content across a variety of topics. Rising traffic has led to increased advertising revenue (higher revenue/content). The CFR is also supported by the company's proprietary content management, technology and analytics platform that enables Answers to quickly deploy new site experiences across its web properties and retail network. Answers' ACS business has a loyal client base supported by a subscription- based revenue model with recurring sales (approximately 40% of Answers' total revenue as of the June 2014 quarter), high contract renewal rates above 100% and growing demand from advertisers that are increasingly utilizing third-party analytics to help drive customer retention and increase website traffic. These attributes should drive organic EBITDA growth. Positive considerations also include robust EBITDA margins (Moody's adjusted), which Moody's expect to be in the range of 25- 30%, and an expectation for positive free cash flow generation in the range of $15-30 million given that capital expenditures represent only 4-5% of revenue. Over the next twelve months, Moody's believes Answers will convert around 30-35% of EBITDA to free cash flow (we assume no dividends over the rating horizon) enabling it to comfortably meet cash needs. Barring another leveraging event, Moody's project higher EBITDA combined with the scheduled debt amortization and mandatory 50% excess cash flow sweep (operative in fiscal 2016) will reduce total debt to EBITDA to around 6.7x (Moody's adjusted) by year end 2015, which will better position the company within the B3 rating category. Moody's expect Answers will maintain good liquidity with cash balances of at least $5 million and access to a new $40 million revolver. Rating Outlook The stable rating outlook reflects S&P's expectation that over the next 12-18 months Answers will exhibit steady growth in monthly unique visitors to attract advertisers to its websites without significant increase in promoted content costs and add new clients to its cloud-based ACS platform leading to stable operating margins and positive free cash flow generation. Answers has little room for negative variance in its operating results and will need to achieve projected EBITDA and synergy targets on a timely basis to maintain the current rating and outlook. What Could Change the Rating -- DOWN Ratings may be downgraded if Answers' competitive position were to weaken (as measured by monthly unique visitor rankings), advertising revenue declined, acquisitions exhibited underperformance or promoted content, marketing and/or infrastructure development costs increased (as measured by operating margin performance) resulting in reduced EBITDA or diminished cash flow. Ratings could also deteriorate if the company: (i) engages in debt-funded acquisitions or shareholder distributions; or fails to reduce LBO leverage resulting in total debt to EBITDA sustained above 9x (Moody's adjusted) by year end 2015; (ii) paid sizable dividends resulting in negative free cash flow; or (iii) experienced weakened liquidity. Ratings could also be revised downward if further concerns regarding material weaknesses and/or accounting control deficiencies were to surface. What Could Change the Rating -- UP An upgrade is unlikely over the rating horizon given Moody's expectation for a highly levered capital structure consistent with the B3 rating and continuation of material weaknesses. However, over the long-term, ratings could be upgraded if Answers were to increase scale, exhibit increasing traffic and revenue per content/customer trends, demonstrate organic revenue/earnings growth and successfully integrate acquisitions. Importantly, all material weaknesses must be remediated before an upgrade could occur. Quantitatively, Answers could experience a ratings upgrade if EBITDA margins exhibit stable to improving performance amid revenue expansion resulting in sustained reduction in total debt to EBITDA below 6x (Moody's adjusted), free cash flow to adjusted debt of at least 5% and adjusted EBITDA interest coverage of at least 3x. The company would also need to maintain a good liquidity position and exhibit prudent financial policies to be considered for an upgrade. The principal methodology used in this rating was Global Business & Consumer Service Industry Rating Methodology published in October 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. Answers Corporation, headquartered in St. Louis, Missouri, is an Internet-based media company that operates in two business segments: (i) Answers.com (roughly 70% of LTM 6/30/14 revenue), which consists of several websites that utilize a wiki-based, user-generated Q&A platform to monetize high volume traffic through display advertising and high-demand online content across a variety of topics via its 180+ million registered global users; and (ii) Answers Cloud Services or ACS (30% of LTM revenue), which provides an integrated suite of Software-as-a-Service (SaaS) solutions to help brands and retailers increase customer traffic to their websites with a focus on consumer experience analytics, content management and syndication and customer product reviews. Revenue totaled approximately $157 million for the twelve months ended June 30, 2014. ANSWERS CORP: S&P Assigns 'B' CCR & Rates $360MM Secured Debt 'B' ----------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned a 'B' corporate credit rating to Saint Louis, Mo.-based Answers Corp. The outlook is stable. Additionally, S&P assigned a 'B' issue-level rating and a '3' recovery rating to the company's proposed $40 million senior secured revolver and $320 million senior secured first-lien term loan. The '3' recovery rating indicates S&P's expectation for substantial (50% to 70%) recovery of principal in the event of a default. S&P also assigned a 'CCC+' issue-level rating with a '6' recovery rating to the proposed $175 million senior secured second-lien term loan. The '6' recovery rating indicates S&P's expectation for negligible (0% to 10%) recovery of principal in the event of a default. "Our assessment of Answers' business risk profile reflects its modest revenue base, rapid growth through acquisitions, a small share of large, fragmented, and evolving end markets, and vulnerability to potential declines in online advertising spending," said Standard & Poor's credit analyst Martha Toll-Reed. The company's solid EBITDA margins, increasing revenue contribution from more recurring software-as-a-service (SaaS) revenues, and S&P's expectation that Answers will generate positive annual free operating cash flow (excluding the impact of transaction costs) partially mitigate these weaknesses. The stable outlook reflects S&P's expectation that Answers will continue to achieve double-digit revenue growth by expanding its website content and advertising-related revenues, and through new and expanded SaaS revenues with its enterprise customers. S&P expects that growth-related cost efficiencies will offset increased investments in Web content, sales, and promotion costs, thereby maintaining consistent EBITDA margins over the forecast period. S&P views an upgrade as unlikely, due to Answers' adjusted pro- forma leverage (excluding synergies and nonrecurring costs) of about 8x as of June 30, 2014, and S&P's expectation that the company's financial sponsor ownership will preclude sustained deleveraging over the intermediate term. S&P could lower the rating if a lack of revenue growth or materially higher operating costs were to result in stagnant or declining EBITDA levels, such that leverage exceeds the mid-8x level. S&P could also lower the rating if aggressive financial policies cause negative free operating cash flow or less than adequate liquidity. APOLLO MEDICAL: Signs Agreements with CEO Warren Hosseinion ----------------------------------------------------------- The Board of Directors of Apollo Medical Holdings, Inc., approved the entry by the Company into the following agreements between the Company and Warren Hosseinion, M.D., the Company's chief executive officer and a member of the Board since July 2008: (i) a Board of Directors Agreement, dated Sept. 11, 2014; (ii) a Proprietary Information Agreement, dated Sept. 11, 2014; and (iii) an Indemnification Agreement, dated Sept. 11, 2014. The members of the Board other than Dr. Hosseinion have previously entered into the standard form of Board of Directors Agreement, Proprietary Information Agreement and Indemnification Agreement. Pursuant to the Directors Agreement, the Company engages Dr. Hosseinion to serve on the Board and for Dr. Hosseinion to provide the services required of a director under the Company's Certificate of Incorporation and Bylaws, as well as applicable law. The Company agrees to reimburse Dr. Hosseinion in advance for any reasonable expenses incurred in connection with the Directors Agreement and agrees to provide Dr. Hosseinion with certain information prior to Board and committee meetings. Dr. Hosseinion warrants that he will not enter into any agreement that would create a conflict of interest with the Directors Agreement and he provides a covenant not to compete with the Company. Pursuant to the Directors Agreement, the Company and Dr. Hosseinion also agree to enter into the Proprietary Information Agreement and the Indemnification Agreement. The Proprietary Information Agreement provides that, subject to certain exceptions, confidential information of the Company that is provided to Dr. Hosseinion shall be kept in trust and confidence by Dr. Hosseinion and not disclosed to any third party. Dr. Hosseinion is only permitted to use the Company's confidential information to accomplish the purposes of his position as director at the Company. The Indemnification Agreement provides that, subject to certain exceptions, the Company will indemnify and hold Dr. Hosseinion harmless to the fullest extent permitted by law if Dr. Hosseinion was, or is, or becomes a party to any threatened, pending, or completed action, suit or proceeding, by reason of any event related to the fact that Dr. Hosseinion is, or was, or may be deemed a director, officer or shareholder of the Company. The Company is also obligated to advance expenses to Dr. Hosseinion in connection with any such actions as soon as practicable upon written demand by Dr. Hosseinion. The Company is also obligated to maintain, during any period of time in which Dr. Hosseinion is entitled to indemnification rights under the Indemnification Agreement, liability insurance applicable to directors and officers in such a manner as to provide Dr. Hosseinion the same rights and benefits as are accorded to the most favorably insured of the Company's directors, subject to certain liability insurance minimums set forth in the Indemnification Agreement. About Apollo Medical Glendale, Calif.-based Apollo Medical Holdings, Inc., provides hospitalist services in the Greater Los Angeles, California area. Hospitalist medicine is organized around the admission and care of patients in an inpatient facility such as a hospital or skilled nursing facility and is focused on providing, managing and coordinating the care of hospitalized patients. Apollo Medical reported a net loss of $4.55 million for the year ended Jan. 31, 2014, following a net loss of $8.90 million for the year ended Jan. 31, 2013. As of June 30, 2014, the Company had $8.80 million in total assets, $11.79 million in total liabilities and a $2.99 million total stockholders' deficit. ARAMID ENTERTAINMENT: Can't Stop Trustee's Intervention Bid ----------------------------------------------------------- Law360 reported that U.S. Bankruptcy Judge Sean H. Lane in New York declined to block the trustee for film financier David Bergsteins ThinkFilm LLC from regaining control over litigation an affiliate of bankrupt Aramid Entertainment Fund Ltd. is pursuing in California, instead limiting the trustees ability to file motions. According to the report, Judge Lane denied film financing hedge fund Aramids bid for a temporary restraining order, after Aramid claimed ThinkFilm trustee Ronald Durkins prospective emergency application could detail its $6 million settlement with Bergstein. About Aramid Entertainment Aramid Entertainment Fund Limited has been engaged in the business of providing short and medium term liquidity to producers and distributors of film, television and other media and entertainment content by way of loans and equity investments. On May 7, 2014, Geoffrey Varga and Jess Shakespeare of Kinetic Partners (Cayman) Limited were appointed under Cayman law as the joint voluntary liquidators of AEF and two affiliates. On June 13, 2014, the JVLs authorized AEF and two affiliates to file for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-11802) in Manhattan on June 13, 2014. The Debtors have tapped Reed Smith, LLP, in New York, as counsel and Kinetic Partners (Cayman) Limited as crisis managers. AEF estimated at least $100 million in assets and between $10 million to $50 million in liabilities. ASSOCIATED GAS: FirstEnergy Must Kick In for NYSEG Cleanup ---------------------------------------------------------- Law360 reported that the Second Circuit ruled that FirstEnergy Corp. is responsible for environmental cleanup costs at former industrial sites operated by New York State Electric and Gas Corp. and its bankrupt predecessor Associated Gas & Electric Co., but not for contamination caused by Ageco subsidiaries that later merged into NYSEG. According to the report, in a 66-page opinion partially affirming a lower court decision, the panel also held that Ageco -- which is also FirstEnergy's predecessor -- is not directly liable under the Comprehensive Environmental Response, Compensation and Liability Act. ASSOCIATED WHOLESALERS: Seeks to Hire Saul Ewing as Counsel ----------------------------------------------------------- Associated Wholesalers, Inc., AWI Delaware, Inc., and its debtor affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Saul Ewing LLP as their attorneys. The Debtors contemplate that the legal services to be rendered by Saul Ewing may include, but will not be limited to, the following: (a) advising the Debtors of their rights, powers and duties as debtors in possession; (b) advising the Debtors regarding matters of bankruptcy law; (c) representing the Debtors in proceedings and hearings in the U.S. Bankruptcy Court; (d) representing the Debtors in any matter involving contests with secured or unsecured creditors, including the claims reconciliation process; (e) preparing on behalf of the Debtors any necessary motions, applications, orders, responses, and other legal papers; (f) providing assistance, advice and representation concerning the confirmation of any proposed plan and solicitation of any acceptances or responding to objections to those plans; (g) advising the Debtors concerning, and assisting in the negotiation and documentation of, financing agreements, debt restructurings, cash collateral arrangements, and related transactions; (h) providing assistance, advice, and representation concerning any possible sale of the Debtors' assets; (i) reviewing the nature and validity of liens asserted against the property of the Debtors and advising the Debtors concerning the enforceability of those liens; (j) providing assistance, advice and representation concerning any further investigation of the assets, liabilities, and financial condition of the Debtors that may be required under local state or federal law; (k) prosecuting and defending litigation matters and other matters that might arise during the Chapter 11 cases; (l) providing counseling and representation with respect to assumption or rejection of executory contracts and leases, sales of assets, and other bankruptcy-related matters arising from the bankruptcy cases; (m) rendering advice with respect to general corporate and litigation issues relating to the cases, including, but not limited to, securities, corporate finance, tax, and commercial matters; and (n) performing other legal services as may be necessary and appropriate for the efficient and economical administration of the Chapter 11 cases. The attorneys presently designated to represent the Debtors and their current standard hourly rates are: Mark Minuti, Esq. $660 Jeffrey C. Hampton, Esq. $580 Robyn F. Pollack, Esq. $475 Lucian B. Murley, Esq. $395 Monique Bair DiSabatino, Esq. $315 Ryan B. White, Esq. $270 In addition, other attorneys and paralegals will be involved as necessary and appropriate to represent the Debtors, and Saul Ewing's hourly rate for other attorneys and professionals are as follows: Partners $375-$875 Special Counsel $350-$590 Associates $225-$395 Paraprofessionals $150-$275 Saul Ewing will also charge its clients for all other expenses incurred in connection with the client's case. In the one year period prior to the Petition Date, Saul Ewing received payment from the Debtors in the approximate amount of $1,229,629 in fees and $44,066 in expenses for a total of $1,273,695, for services rendered in contemplation of or in connection with the planning of the Debtors' bankruptcy cases. As of the Petition Date, Saul Ewing received from a postpetition retainer in the total amount of $501,304. Mark Minuti, Esq., a partner at Saul Ewing LLP, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. A hearing to consider approval of the employment application is scheduled for Oct. 3, 2014, at 10:00 a.m. (EST). Objections are due Sept. 26. The firm may be reached at: Mark Minuti, Esq. $660 Jeffrey C. Hampton, Esq. $580 Robyn F. Pollack, Esq. $475 Lucian B. Murley, Esq. $395 Monique Bair DiSabatino, Esq. $315 Ryan B. White, Esq. $270 SAUL EWING LLP 222 Delaware Avenue, Suite 1200 Wilmington, DE 19801 Tel: (302) 421-6800 Fax: (302) 421-6813 E-mail: mminuti@saul.com jhampton@saul.com rpollack@saul.com lmurley@saul.com mdisabatino@saul.com rwhite@saul.com About Associated Wholesalers Founded in 1962 and headquartered in Robesonia, Pennsylvania, Associated Wholesalers Inc. services 800 supermarkets, specialty stores, convenience stores and superettes with grocery, meat, produce, dairy, frozen foods and general merchandise/health and beauty care products. AWI, which owns distribution facilities in Robesonia, Pennsylvania, and York, Pennsylvania, serves the mid- Atlantic United States. AWI is owned by its 500 retail members, who in turn operate supermarkets. AWI has 1,459 employees. White Rose Inc. is a food wholesaler and distributor serving the greater New York metropolitan area. The company traces its origins to 1886, when brothers Joseph and Sigel Seeman founded Seeman Brothers & Doremus to provide grocery deliveries throughout New York City. White Rose carries out its operations through three leased warehouse and distribution centers, two of which are located in Carteret, New Jersey, and one in Woodbridge, New Jersey. White Rose has 777 employees. Associated Wholesalers and its affiliates on Sept. 9, 2014, sought Chapter 11 protection to sell their assets under 11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and better offers. The Debtors have sought joint administration of their Chapter 11 cases for procedural purposes, seeking to maintain all pleadings on the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No. 14-12092. As of the Petition Date, the Debtors owe the Bank Group (consisting of lenders, Bank of America, N.A., Bank of American Securities LLC as sole lead arranger and joint book runner, Wells Fargo Capital Finance, LLC as joint book runner and syndication agent, and RBS Capita, as documentation agent) an aggregate principal amount of not less than $131,857,966 (inclusive of outstanding letters of credit), plus accrued interest. The Debtors estimate trade debt of $72 million. Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal advisors to the Debtors, Lazard Middle Market is serving as financial advisor, and Carl Marks Advisors is serving as restructuring advisor to AWI. Carl Marks' Douglas A. Booth has been tapped as chief restructuring officer. Epiq Systems, the claims agent, maintains the Web site http://dm.epiq11.com/awi ASSOCIATED WHOLESALERS: Names D. Booth of Carl Marks as CRO ----------------------------------------------------------- Associated Wholesalers, Inc., AWI Delaware, Inc., and its debtor affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Carl Marks Advisory Group LLC to provide a chief restructuring officer and additional personnel, and designate Douglas A. Booth as the Debtors' CRO. The engagement agreement between the Debtors and Carl Marks contemplates that Mr. Booth and the other engagement personnel perform services customarily performed by a CRO. This may include, but is not limited to, supporting the Debtors with: (a) providing the necessary leadership and guidance to the Debtors during the restructuring process; (b) overseeing the development of a budget; (c) leading the staffing realignment of the Debtors and other key personnel decisions; (d) in conjunction with the Debtors' other professionals and management, developing a timeline identifying key milestone events leading to the sale or restructuring of the Debtors; (e) assisting the Debtors' investment banker in the sale process in terms of, among others, support of buyer due diligence, review of financial proformas, coordination of management presentations, and assistance in reviewing bids; (f) supporting the sale process by providing information and resources needed to optimize the sale or restructuring of the Debtors; (g) as requested by the Debtors, assisting management with the development of presentations regarding the status of restructuring activities and the Debtors' current or future financial performance; (h) assisting and advising the Debtors in formulating profit improvement initiatives that may involve operational changes; (i) communicating with the Debtors' lenders regarding performance to budget, adherence to the time line, any adjustments to near-term outlook, and, in conjunction with the Debtors' investment banker, milestones in the sale and restructuring process; (j) reporting to the Debtors' lenders any information that is required pursuant to the applicable loan agreements, debt instruments, or any related documents and agreements by and between the Debtors and their lenders; (k) providing members of Carl Marks' professional staff to serve in specific officer capacities for the Debtors, reporting directly to the restructuring committee of the Debtors' board of directors; (l) compiling data and documents necessary to complete the bankruptcy process and filing first-day pleadings; (m) negotiating the terms of debtor in possession financing; (n) compiling data and preparing analyses necessary to respond to the inquiries of various parties relating to the Debtors' restructuring; (o) preparing and formatting information responsive to meeting the financial reporting process mandated by the Bankruptcy Code and the Office of the U.S. Trustee; (p) advise the Restructuring Committee on matters; (q) preparing for hearings and providing testimony as required; and (r) performing other restructuring management duties relating to the role of CRO as requested by the Restructuring Committee and which are reasonably acceptable to Mr. Booth and Carl Marks. As compensation for its services Carl Marks will be entitled to a fixed fee of $250,000 per monthly period. Carl Marks received a $100,000 retainer in connection with its services. Douglas A. Booth assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. A hearing to consider approval of the employment application is scheduled for Oct. 3, 2014, at 10:00 a.m. (EST). Objections are due Sept. 26. About Associated Wholesalers Founded in 1962 and headquartered in Robesonia, Pennsylvania, Associated Wholesalers Inc. services 800 supermarkets, specialty stores, convenience stores and superettes with grocery, meat, produce, dairy, frozen foods and general merchandise/health and beauty care products. AWI, which owns distribution facilities in Robesonia, Pennsylvania, and York, Pennsylvania, serves the mid- Atlantic United States. AWI is owned by its 500 retail members, who in turn operate supermarkets. AWI has 1,459 employees. White Rose Inc. is a food wholesaler and distributor serving the greater New York metropolitan area. The company traces its origins to 1886, when brothers Joseph and Sigel Seeman founded Seeman Brothers & Doremus to provide grocery deliveries throughout New York City. White Rose carries out its operations through three leased warehouse and distribution centers, two of which are located in Carteret, New Jersey, and one in Woodbridge, New Jersey. White Rose has 777 employees. Associated Wholesalers and its affiliates on Sept. 9, 2014, sought Chapter 11 protection to sell their assets under 11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and better offers. The Debtors have sought joint administration of their Chapter 11 cases for procedural purposes, seeking to maintain all pleadings on the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No. 14-12092. As of the Petition Date, the Debtors owe the Bank Group (consisting of lenders, Bank of America, N.A., Bank of American Securities LLC as sole lead arranger and joint book runner, Wells Fargo Capital Finance, LLC as joint book runner and syndication agent, and RBS Capita, as documentation agent) an aggregate principal amount of not less than $131,857,966 (inclusive of outstanding letters of credit), plus accrued interest. The Debtors estimate trade debt of $72 million. Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal advisors to the Debtors, Lazard Middle Market is serving as financial advisor, and Carl Marks Advisors is serving as restructuring advisor to AWI. Carl Marks' Douglas A. Booth has been tapped as chief restructuring officer. Epiq Systems, the claims agent, maintains the Web site http://dm.epiq11.com/awi ASSOCIATED WHOLESALERS: Proposes to Pay Bonuses to 15 Employees --------------------------------------------------------------- Associated Wholesalers, Inc., AWI Delaware, Inc., and its debtor affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to implement a key employee plan for certain employees. The proposed incentive plan provides that participants may receive incentive payments equal to a certain percentage of their respective salaries if the Debtors close a sale of substantially all of their assets. The incentive plan also provides that participants may receive incentive payments equal to a certain percentage of their salaries if the Debtors meet or exceed certain financial projections set forth in the DIP Budget. Of the Debtors' approximately 2,200 employees, only 15 insider and non-insider managerial employees will serve as participants in the proposed plan, although not all participants are eligible for a sale incentive payment. The total proposed incentive payments will not exceed $584,252, which is a small fraction of the Debtors' average gross monthly payroll expenses of $10.9 million, and that payout will be reduced if participants fail to satisfy the requirements for earning the sale and/or budget incentive payments. A hearing on the motion is scheduled for Oct. 3, 2014, at 10:00 a.m. (EST). Objections are due Sept. 26. About Associated Wholesalers Founded in 1962 and headquartered in Robesonia, Pennsylvania, Associated Wholesalers Inc. services 800 supermarkets, specialty stores, convenience stores and superettes with grocery, meat, produce, dairy, frozen foods and general merchandise/health and beauty care products. AWI, which owns distribution facilities in Robesonia, Pennsylvania, and York, Pennsylvania, serves the mid- Atlantic United States. AWI is owned by its 500 retail members, who in turn operate supermarkets. AWI has 1,459 employees. White Rose Inc. is a food wholesaler and distributor serving the greater New York metropolitan area. The company traces its origins to 1886, when brothers Joseph and Sigel Seeman founded Seeman Brothers & Doremus to provide grocery deliveries throughout New York City. White Rose carries out its operations through three leased warehouse and distribution centers, two of which are located in Carteret, New Jersey, and one in Woodbridge, New Jersey. White Rose has 777 employees. Associated Wholesalers and its affiliates on Sept. 9, 2014, sought Chapter 11 protection to sell their assets under 11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and better offers. The Debtors have sought joint administration of their Chapter 11 cases for procedural purposes, seeking to maintain all pleadings on the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No. 14-12092. As of the Petition Date, the Debtors owe the Bank Group (consisting of lenders, Bank of America, N.A., Bank of American Securities LLC as sole lead arranger and joint book runner, Wells Fargo Capital Finance, LLC as joint book runner and syndication agent, and RBS Capita, as documentation agent) an aggregate principal amount of not less than $131,857,966 (inclusive of outstanding letters of credit), plus accrued interest. The Debtors estimate trade debt of $72 million. Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal advisors to the Debtors, Lazard Middle Market is serving as financial advisor, and Carl Marks Advisors is serving as restructuring advisor to AWI. Carl Marks' Douglas A. Booth has been tapped as chief restructuring officer. Epiq Systems, the claims agent, maintains the Web site http://dm.epiq11.com/awi ASSOCIATED WHOLESALERS: Bid Protocol Hearing Set for Sept. 23 ------------------------------------------------------------- The hearing on the Bid Procedures Motion filed by Associated Wholesalers, Inc., AWI Delaware, Inc., and its debtor affiliates, will be held on Sept. 23, 2014, at 9:00 a.m. (prevailing Eastern time), and any response or objection to the request must be filed no later than Sept. 22. About Associated Wholesalers Founded in 1962 and headquartered in Robesonia, Pennsylvania, Associated Wholesalers Inc. services 800 supermarkets, specialty stores, convenience stores and superettes with grocery, meat, produce, dairy, frozen foods and general merchandise/health and beauty care products. AWI, which owns distribution facilities in Robesonia, Pennsylvania, and York, Pennsylvania, serves the mid- Atlantic United States. AWI is owned by its 500 retail members, who in turn operate supermarkets. AWI has 1,459 employees. White Rose Inc. is a food wholesaler and distributor serving the greater New York metropolitan area. The company traces its origins to 1886, when brothers Joseph and Sigel Seeman founded Seeman Brothers & Doremus to provide grocery deliveries throughout New York City. White Rose carries out its operations through three leased warehouse and distribution centers, two of which are located in Carteret, New Jersey, and one in Woodbridge, New Jersey. White Rose has 777 employees. Associated Wholesalers and its affiliates on Sept. 9, 2014, sought Chapter 11 protection to sell their assets under 11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and better offers. The Debtors have sought joint administration of their Chapter 11 cases for procedural purposes, seeking to maintain all pleadings on the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No. 14-12092. As of the Petition Date, the Debtors owe the Bank Group (consisting of lenders, Bank of America, N.A., Bank of American Securities LLC as sole lead arranger and joint book runner, Wells Fargo Capital Finance, LLC as joint book runner and syndication agent, and RBS Capita, as documentation agent) an aggregate principal amount of not less than $131,857,966 (inclusive of outstanding letters of credit), plus accrued interest. The Debtors estimate trade debt of $72 million. Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal advisors to the Debtors, Lazard Middle Market is serving as financial advisor, and Carl Marks Advisors is serving as restructuring advisor to AWI. Carl Marks' Douglas A. Booth has been tapped as chief restructuring officer. Epiq Systems, the claims agent, maintains the Web site http://dm.epiq11.com/awi ASSOCIATED WHOLESALERS: Gerrity's Owner Comments on Ch.11 Filing ---------------------------------------------------------------- Bill Tarutis, writing for Wilkes-Barre Times-Leader, reported that Associated Wholesalers Inc., provides Gerrity's Supermarkets with name brand products and ShurSave brands. Joe Fasula, co-owner of Gerrity's, said AWI's bankruptcy filing has left him in the dark, but said AWI has been doing business as usual. "There are so many details we do not know yet," Fasula said. "Most of what I know has come through public media sources." C&S Wholesale Grocers is serving as "stalking horse" bidder for AWI's assets. "The (potential) agreement with C&S could result in even better pricing and service for customers," Fasula said, according to the report. "If C&S keeps the Shurfine brand intact, the transition will be seamless." As reported by the Troubled Company Reporter on Sept. 12, 2014, AWI will seek approval at a hearing on Sept. 23, 2014, at 9:00 a.m. (ET) of proposed procedures to sell substantially all assets to C&S Wholesale Grocers, absent higher and better offers. The Debtors propose an expedited sale process to preserve the going-concern value of their assets. The Debtors propose to conduct an auction based on this timeline: -- Initial bids, which must include a good faith cash deposit of $15 million, are due Oct. 22, 2014; -- If qualified bids are received, the Debtors will conduct an auction at Centre Square West, 1500 Market Street, 38th Floor, Philadelphia, Pennsylvania 19102 on Oct. 24, 2014 at 10:00 a.m. -- Objections to the sale will be due Oct. 21, 2014; -- The Debtors request that the Court schedule the sale hearing on Oct. 28, 2014. The prepetition first lien lenders are entitled to credit bid. If C&S is not the successful bidder, the Debtors propose to pay C&S a break-up fee of $5,103,600 and expense reimbursement of up to $1.5 million. The bid protections are in recognition of C&S's substantial expenditure of time, energy and resources, and the benefits to the Debtors' estates of securing a "stalking horse" or guaranteed minimum bid. Objections to the proposed sale procedures are due Sept. 22, 2014, at 12:00 p.m. After a wholesome marketing of the assets prepetition, the Debtors selected C&S as stalking-horse bidder. The parties have agreed that unless outbid at the auction, C&S will purchase the assets on these terms: -- PURCHASE PRICE. The purchase price consists of: (i) the lesser of: * the amount of the bank debt, and * $152,110,000, plus (ii) the lesser of * an amount equal to amounts owed to LMM as of the Closing Date, and (iii) the lesser of * $8,610,000 and * an amount equal to 105% of the amount of certain outstanding letters of credit as of the Closing Date, plus (iv) the lesser of * the amount of wages accrued for the benefit of all of the Debtors' employees for the Stub Wage Period, and * $2.5 million, plus (v) a "credit bid" of the Purchaser's $18 million participation in the DIP credit facility, plus (vi) $5 million, minus (vii) any Unreinvested Insurance Recovery. -- RIGHT TO CREDIT BID. The purchase price includes a "credit bid" of the Purchaser's $18 million participation in the DIP Credit Facility. -- COMPETITIVE BIDDING. The Agreement contemplates an auction to be conducted. -- AVOIDANCE ACTIONS. Except for those causes of action listed on Schedule 2.1(o) of the Agreement, the acquired assets include all rights, demands and claims under Chapter 5 of the Bankruptcy Code. -- USE OF PROCEEDS. The sale proceeds are proposed to be used in this order of priority: * First, to the Debtors, to be used to pay any accrued and unpaid wages for the Stub Wage Period in an amount not to exceed $2.5 million. * Second, to the Debtors, to be used to pay any fees and expenses that may be allowed to Lazard Middle Market LLC in an amount not to exceed $1.9 million; * Third, for the full payment of the Prepetition First Lien Debt and the full payment of the DIP obligations; and * Fourth, to the extent that additional funds remain from the proceeds of the sale, the funds will be available for the Debtors' estates. About Associated Wholesalers Founded in 1962 and headquartered in Robesonia, Pennsylvania, Associated Wholesalers Inc. services 800 supermarkets, specialty stores, convenience stores and superettes with grocery, meat, produce, dairy, frozen foods and general merchandise/health and beauty care products. AWI, which owns distribution facilities in Robesonia, Pennsylvania, and York, Pennsylvania, serves the mid- Atlantic United States. AWI is owned by its 500 retail members, who in turn operate supermarkets. AWI has 1,459 employees. White Rose Inc. is a food wholesaler and distributor serving the greater New York metropolitan area. The company traces its origins to 1886, when brothers Joseph and Sigel Seeman founded Seeman Brothers & Doremus to provide grocery deliveries throughout New York City. White Rose carries out its operations through three leased warehouse and distribution centers, two of which are located in Carteret, New Jersey, and one in Woodbridge, New Jersey. White Rose has 777 employees. Associated Wholesalers and its affiliates on Sept. 9, 2014, sought Chapter 11 protection to sell their assets under 11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and better offers. The Debtors have sought joint administration of their Chapter 11 cases for procedural purposes, seeking to maintain all pleadings on the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No. 14-12092. As of the Petition Date, the Debtors owe the Bank Group (consisting of lenders, Bank of America, N.A., Bank of American Securities LLC as sole lead arranger and joint book runner, Wells Fargo Capital Finance, LLC as joint book runner and syndication agent, and RBS Capita, as documentation agent) an aggregate principal amount of not less than $131,857,966 (inclusive of outstanding letters of credit), plus accrued interest. The Debtors estimate trade debt of $72 million. Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal advisors to the Debtors, Lazard Middle Market is serving as financial advisor, and Carl Marks Advisors is serving as restructuring advisor to AWI. Carl Marks' Douglas A. Booth has been tapped as chief restructuring officer. Epiq Systems, the claims agent, maintains the Web site http://dm.epiq11.com/awi ATLANTIC POWER: S&P Puts 'B' CCR on CreditWatch Negative -------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on diversified power developer Atlantic Power Corp. (APC) and affiliate Atlantic Power Ltd. Partnership (APLP), including the 'B' corporate credit ratings, on CreditWatch with negative implications. The CreditWatch listing, which is typical after such announcements, means that S&P could affirm, or lower, the ratings on conclusion of its review. "The CreditWatch placement follows the departure of the company's CEO and an unanticipated cut in distributions by the company that has triggered our review of the company's financial plan," said Standard & Poor's credit analyst Aneesh Prabhu. Atlantic Power has lowered its dividend by 70% (C$0.12 annually from C$0.40), a second distribution cut in 18-months, following a 65% reduction in Feb. 2013. The company has also revised its distribution payments to a quarterly schedule from monthly payouts. The company has cited a reevaluation of its medium-term plan, including debt maturities and recontracting risk from 2017 onwards that have caused a change in its payout policy. Atlantic plans to focus on optimization its assets and delevering its balance sheet to improve both its cost of capital and ability to compete for new investments. In addition, the company plans to assess other potential options, including asset sales or the contribution of assets to a joint venture to raise additional capital for growth and/or debt reduction. S&P's review will also evaluate if the distribution reductions have the potential of weighing negatively on the company's ability to access the markets competitively as well as its future strategy given management transition. S&P's 'B' corporate credit ratings on U.S. power generator Atlantic Power Corp. reflects a "fair" business risk profile and "highly leveraged" financial risk profile. S&P's business risk assessment reflects the company's reliance on distributions from its underlying portfolio of power generation projects, its near- term focus on operational improvements in its existing assets rather than growth projects to increase cash flow, and a mostly contracted cash flow profile. The financial risk profile reflects high consolidated debt per kilowatt and credit measures in line with the 'B' rating. Atlantic Power is a Boston-based publicly traded power generation company with a portfolio of assets in the U.S. and Canada. The company's current portfolio consists of interests in about 30 operational power generation projects in 12 states and two Canadian provinces totaling about 2,100 megawatts (MW). S&P has assigned issue ratings of 'B+' and a recovery rating of '2' to about $800 million of debt -- a 5.05% $600 million first-lien term loan B and a $200 million first-lien working capital facility at Atlantic Power Limited Partnership (APLP), a wholly owned subsidiary of Atlantic Power. S&P's issue-level rating on the C$210 million 5.95% unsecured notes due 2036 issued by APLP is 'BB-'. S&P rates only about $320 million of the $730 million total debt at the Atlantic Power level and have an issue-level rating of 'B' and recovery ratings of '4' on those $320 million 9% senior unsecured notes due 2018. S&P's estimate of year-end debt at Atlantic Power and APLP is about $690 million and $750 million, respectively. S&P will conduct a review of the company's strategic and financial plan over the next several weeks and resolve the CreditWatch over the next 60 to 90 days. S&P's review will evaluate near-term recontracting risks of some of Atlantic's portfolio assets that would cause downward revision of future cash flow expectations, the ability of the company to successfully implement its optimization and cost-cutting initiatives, as well as assess its access to external financing given the company's recent underperformance. ATLS ACQUISITION: Deal to Settle Objection to Disclosure Approved ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved ATLS Acquisition, LLC, et al.'s stipulation resolving an objection by the California State Board of Equalization to Debtor Liberty Medical Supply Inc.'s voluntary disclosure agreement California filing regarding prepetition and postpetition sales tax liabilities. About Liberty Medical Entities that own diabetics supply provider Liberty Medical led by ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than three months after a management buy-out and amid a notice by the lender who financed the transaction that it's exercising an option to acquire the business. Liberty has been in business for 22 years serving the needs of both type 1 and type 2 diabetic patients. Liberty is a mail order provider of diabetes testing supplies. In addition to diabetes testing supplies, the Debtors also sell insulin pumps and insulin pump supplies, ostomy, catheter and CPAP supplies and operate a large mail order pharmacy. Liberty operates in seven different locations and has 1,684 employees. Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the Debtor's counsel; Ernst & Young LLP to provide investment banking advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent for the Clerk of the Bankruptcy Court. An official committee of unsecured creditors has been appointed in the case and consists of LifeScan, Inc., Abbott Laboratories, and Teva Pharmaceuticals USA, Inc. They are represented by Joseph H. Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent, Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S. Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein Sandler LLP. The Committee has tapped Mesirow Financial Consulting, LLC, as financial advisors. * * * ATLS Acquisition, LLC, et al., filed with the U.S. Bankruptcy Court for the District of Delaware a joint plan of reorganization and an accompanying disclosure statement, which propose to fund a liquidating trust with proceeds from the sale of the Debtors' assets. A full-text copy of the Disclosure Statement dated August 15, 2014, is available at http://is.gd/aLMnQP AUXILIUM PHARMACEUTICALS: $50MM Add-on No Impact on Moody's CFR --------------------------------------------------------------- Moody's Investors Service commented that Auxilium Pharmaceuticals, Inc.'s proposed term-loan add-on of $50 million is credit-negative because of higher financial leverage for near-term operating needs. However, the impact is mitigated by the recently announced cost reduction initiative targeting $75 million of savings by late 2015. There is currently no impact on Auxilium's ratings including the B3 Corporate Family Rating, the B3-PD Probability of Default Rating, the Ba3 senior secured term loan rating and the SGL-4 Speculative Grade Liquidity Rating. Headquartered in Chesterbook, Pennsylvania, Auxilium Pharmaceuticals, Inc. is a niche pharmaceutical company with a focus on urological diseases and other specialty areas. Auxilium reported $406 million of revenue for the 12 months ended June 30, 2014. The principal methodology used in this rating was the Global Pharmaceutical Industry published in December 2012. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. AUXILIUM PHARMACEUTICALS: Moody's Reviews B3 CFR for Upgrade ------------------------------------------------------------ Moody's Investors Serviced placed the ratings of Auxilium Pharmaceuticals, Inc. under review for upgrade, including the B3 Corporate Family Rating, B3-PD Probability of Default Rating and Ba3 senior secured rating. This rating action follows the announcement that Endo International plc ("Endo") has made an offer to acquire Auxilium for approximately $2.2 billion including debt refinancing. The Speculative Grade Liquidity Rating is affirmed at SGL-4. Auxilium's board is evaluating Endo's offer, which if accepted will be subject to due diligence and other customary closing conditions. On Review for Upgrade: Issuer: Auxilium Pharmaceuticals, Inc. Probability of Default Rating, Placed on Review for Upgrade, currently B3-PD Corporate Family Rating, Placed on Review for Upgrade, currently B3 Senior Secured Bank Credit Facility (Local Currency) Apr 26, 2017, Placed on Review for Upgrade, currently Ba3(LGD2) Outlook Actions: Issuer: Auxilium Pharmaceuticals, Inc. Outlook, Changed To Rating Under Review From Negative Affirmations: Issuer: Auxilium Pharmaceuticals, Inc. Speculative Grade Liquidity Rating, Affirmed SGL-4 Moody's review will consider the final terms of any deal accepted by Auxilium. If an acquisition by Endo occurs, Auxilium's credit profile will benefit from becoming part of a larger, more diversified company with lower financial leverage. Moody's anticipates that Auxilium's debt will be repaid under this scenario. Ratings Rationale Auxilium's B3 rating reflects its modest size and scale, it's very high leverage, significant revenue concentration in its top three products and its weak cash flow. Due to a shrinking testosterone gel market, intense reimbursement and competitive pressures as well as recent negative medical studies, Moody's believes that Testim sales will decline to less than $85 million in 2014 compared to $211 million in 2013. That said, growth in Xiaflex and Stendra will partially offset the Testim losses and should drive improvement in the company's EBITDA in 2015. Products acquired from Actient including Testopel and Edex will also grow, partially offsetting some of the declines. The B3 rating also reflects the company's niche focus in urology, and new growth drivers Xiaflex in Peyronie's Disease and the acquired rights to Stendra. The principal methodology used in this rating was Global Pharmaceutical Industry published in December 2012. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Chesterbook, Pennsylvania, Auxilium Pharmaceuticals, Inc. is a niche pharmaceutical company with a focus on urological diseases and other specialty areas. Auxilium reported $406 million of revenue for the 12 months ended June 30, 2014. BANKRATE INC: Moody's Puts 'B1' CFR on Review for Downgrade ----------------------------------------------------------- Moody's Investors Service has placed the ratings of Bankrate, Inc.'s on review for downgrade following the company's Form 8-K announcement late of non-reliance on past financial statements for fiscal years 2011, 2012 and 2013 pending a full internal review of certain accounting irregularities currently being investigated by the Securities and Exchange Commission (SEC). The review reflects uncertainty surrounding the company's reported financial results, which may require material restatement. It is also based on Moody's view that an extended period to resolve the accounting issues could result in a delay for filing Bankrate's Form 10-Q within the 45-day period following the end of the September 2014 quarter as required under the Rules and Regulations of the Securities and Exchange Act of 1934, and trigger a technical default under the note indenture and credit agreement. Bankrate's Audit Committee, which is comprised entirely of independent outside directors, has commenced the review in connection with a non-public formal investigation being conducted by the SEC associated with the company's financial reporting during 2012, with an emphasis on the March 2012 and June 2012 quarters. The SEC's investigation is scrutinizing three accruals of revenue totaling roughly $781,000 in aggregate plus two adjustments to lower accrued expenses totaling $850,000 in aggregate. The SEC is also examining: (i) the timing and classification of entries related to certain expenses, expense accruals and credits; (ii) an entry establishing an allowance of $460,000 for expected customer credits made in the September 2011 quarter that was subsequently reversed in the March 2012 quarter; and (iii) revenue and expense adjustments totaling $225,000 in May 2012 that were reversed a month later. On Review for Downgrade: Corporate Family Rating -- B1 Probability of Default Rating -- B1-PD $70 Million Senior Secured Revolver due 2018 -- Ba1 (LGD-1) $300 Million Senior Unsecured Notes due 2018 -- B2 (LGD-4) Outlook Actions: Outlook, Changed to Rating Under Review From Stable Ratings Rationale The B1 Corporate Family Rating (CFR) reflects Bankrate's strong credit metrics, which provide the company with flexibility for continued acquisitions and potential shareholder distributions as well as adequate cushion to absorb increased earnings volatility associated with changes in consumer spending and rising interest rates. The rating also incorporates the prospect for future acquisitions, event risks associated with continued ownership by private equity sponsor Apax, its modest overall revenue base, and exposure to volatile consumer finance online advertising spending. These risks are mitigated by the company's strong brand, high quality aggregated content and leading position in online consumer personal finance. Although the company's internal review is at a very early stage, the amounts involved appear relatively small in size and the Audit Committee has not determined whether there will be a need to materially restate Bankrate's past financial reports, Moody's is concerned that these matters may indicate material weaknesses in the company's disclosures and internal controls, which could lead to further accounting discrepancies that are bigger in scope. Moody's review will assess the progress of the SEC investigation and Audit Committee's internal review, and will focus on the timeframe and resolution for Bankrate to address the accounting irregularities as well as potential liquidity issues, if any, and the possible longer term impact of the investigation (i.e., financial restatements, changes in leadership, corporate governance, higher operating costs for outside accountants and counsel, etc.). The ratings could be revised downward if Bankrate's internal review results in material restatements of its past financial reports, there is an extended delay for completing the SEC investigation and/or internal review or there is a finding of misconduct. In addition, concerns regarding a technical default that could be triggered and weaknesses in disclosures and internal controls could prompt a ratings downgrade. Ratings could also experience downward pressure if total debt to EBITDA is expected to be sustained above 3.5x (Moody's adjusted), the liquidity profile deteriorates such that the revolving credit facility is largely drawn for an extended period or there is a material decline in cushion within the credit agreement's financial maintenance covenant. Conversely, the ratings could be confirmed if there is a favorable resolution of the SEC investigation and internal review resulting no material restatements of Bankrate's financial reports. The principal methodology used in this rating was Global Publishing Industry published in December 2011. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in North Palm Beach, FL, Bankrate, Inc. is an Internet media company that publishes, aggregates and distributes personal finance, consumer banking and editorial content on its proprietary websites across various verticals including mortgages, deposits, insurance, credit cards, auto loans, home equity loans and money market accounts. BERNARD L. MADOFF: Aide Warns of 'Gender Disparity' in Jail ----------------------------------------------------------- Law360 reported that JoAnn Crupi, one of five defendants convicted in March of aiding Bernie Madoff's Ponzi scheme, could face an unfairly harsh sentence due to the lack of female prisons near her family in the Northeast, a defense attorney said in New York federal court. According to the report, in a court filing, Crupis attorney Eric Breslin said Danbury prison in Connecticut is the only female minimum security prison in the Northeast but Danbury is overcrowded, so Crupi will likely be forced to serve her sentence in a facility far away from her family. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims, with the fourth and latest batch of distributions done in May 2014. Distributions to eligible claimants have totaled almost $6 billion, which includes $812.2 million in committed advances from the SIPC. More than 1,100 victims have already recovered the full principal they lost in the fraud. As of May 2014, Mr. Picard has recovered or reached agreements to recover $9.8 billion since his appointment in December 2008. BESRA GOLD: TSX to Delist Common Shares on October 17 ----------------------------------------------------- Besra on Sept. 17 disclosed that the Toronto Stock Exchange (TSX) has determined to delist the common shares of the Company at the close of business on October 17, 2014 for failure to meet the continued listing requirements of the TSX. The predominant cause for the TSX's determination is the failure to date of the Tradora Limited financings to close, including the US$2.25 million that was expected to be advanced pursuant to a convertible note that was the subject of a press release issued by the Company on August 22, 2014. Besra has received an undertaking from Tradora that it will provide the agreed funding to Besra. Should the current round of funding be secured prior to delisting, and TSX listing requirements are able to be met, Besra will seek to have its listing reinstated. In the meantime, Besra is pursuing alternative financing arrangements. Negotiations continue in Vietnam to have coercive measures lifted which will allow a return to production. With the welcome assistance of the Canadian, Australian and New Zealand Embassies, the issue has been elevated to the Office of the Prime Minister and the company is awaiting formal notice of the outcome of deliberations there. Besra also advises that it will not be able to file its annual audited financial statements and related management's discussion & analysis by the filing deadline of September 28, 2014. The delays experienced in closing the financings referred to above have resulted in insufficient funds to allow for the independent audit by Ernst & Young to commence. Besra cannot give a reliable timeframe for when it will be in position to rectify its filings, as it is dependent on the closure of the current round of funding, which is taking significantly longer than expected. There is no assurance that the current financing will be concluded upon the terms disclosed in previous press releases of the Company or at all. About Besra Gold Inc. Besra Gold Inc. -- http://www.besra.com-- is a diversified gold mining company focused on the exploration, development and mining of mineral properties in South East Asia. The Company has four key properties; the Bau Goldfield in East Malaysia, Bong Mieu and Phuoc Son in Central Vietnam, and Capcapo in the Philippines. Besra expects to expand existing gold capacity in Vietnam over the next two years and is projecting new production capacity from the Bau gold project during 2016. BRUSH CREEK: Buckhorn Balks at Extension of Exclusivity Periods --------------------------------------------------------------- Buckhorn Ranch Association, Inc. tells the U.S. Bankruptcy Court for the District of Colorado that extending Brush Creek Airport, LLC's exclusivity periods is not in the best interest of creditors of the bankruptcy estate and will only result in further delay in a Chapter 11 proceeding. The Debtor has proposed to extend its exclusive right to file a plan to October 17, 2014, and solicit votes from creditors to December 16. As of the Petition Date, the Debtor owed Buckhorn HOA $216,049 for unpaid assessments, late fees, and interest which accrued prepetition. On June 3, 2014, Buckhorn HOA filed proof of Claim No. 8 seeking repayment of the $216,049 unpaid prepetition assessments. No objection to the Claim has been filed. Buckhorn HOA also filed an application for allowance and payment of administrative expense claims. The Application requests an administrative expense claim for postpetition HOA assessments, plus interest, late fees, and costs, and for the Court to direct the Debtor to pay the same promptly. The Debtor filed an objection to the Application arguing that the HOA is liable to the Debtor for roadwork in the amount of $158,000, which the Debtor is entitled to setoff. Michael J. Guyerson, Esq., at Onsager Guyerson Fletcher Johnson, in Denver, Colorado -- mguyerson@OGFJ-law.com -- contends that (1) the best interest of creditors will not be served by the extension; (2) the 'place holder' plan filed by the Debtor is not 'viable' and is simply intended to disguise the Debtor's inability to make interest only payments to its secured lender; and (3) despite the Debtor's representations to the Court, no settlement agreement between the Buckhorn HOA and the Debtor regarding their issues has yet been reached. About Brush Creek Airport Brush Creek Airport, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Col. Case No. 14-14630) in Denver on April 10, 2014. The Debtor has tapped Sender Wasserman Wadsworth, P.C., as counsel. It estimated assets of $10 million to $50 million and debt of $1 million to $10 million. BRUSH CREEK: Hearing on Adequate Protection Bid Set for Oct. 23 --------------------------------------------------------------- In the Chapter 11 case of Brush Creek Airport, LLC, the U.S. Bankruptcy Court for the District of Colorado rescheduled the hearing on a "Motion for Adequate Protection" to October 23, 2014, at 9:30 a.m. The request to continue hearing was filed by Andrew W. Muller on behalf of Community Banks of Colorado, a division of NBH Bank, N.A. About Brush Creek Airport Brush Creek Airport, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Col. Case No. 14-14630) in Denver on April 10, 2014. The Debtor has tapped Sender Wasserman Wadsworth, P.C., as counsel. It estimated assets of $10 million to $50 million and debt of $1 million to $10 million. BUCCANEER ENERGY: Bankruptcy Leaves Millions in Unpaid Bills ------------------------------------------------------------ Elwood Brehmer, writing for Peninsula Clarion, reported that Buccaneer Energy Ltd. and its family of subsidiaries filed for bankruptcy in May, leaving millions worth of unpaid bills in Alaska. According to the report, the Australia-based independents debt in the state is more than $2.1 million and the Alaska Department of Revenue is listed as Buccaneers ninth-largest creditor and the second-largest in the state, with a bill of $605,116. About Buccaneer Energy Buccaneer Resources, LLC, and eight affiliates, including Buccaneer Energy Ltd. sought Chapter 11 bankruptcy protection in Victoria, Texas (Bankr. S.D. Tex. Lead Case No. 14-60041) on May 31, 2014. Founded in 2006, Buccaneer Energy, Ltd. is a publicly traded independent oil and gas company listed on the Australian Securities Exchange under the symbol "BCC". Although BCC is an Australian listed entity, the company operates exclusively through its eight U.S. subsidiary debtors, each of which are headquartered in the U.S. and which maintain offices in Houston and Dallas, Texas, and Kenai and Anchorage, Alaska. The Debtors' primary business is the exploration for and production of oil and natural gas in North America. Operations have historically focused on both onshore and offshore opportunities in the Cook Inlet of Alaska as well as the development of offshore projects in the Gulf of Mexico and onshore oil opportunities in Texas and Louisiana. CEO Curtis Burton was terminated in May 2014. Manning the Debtors' operations is Conway MacKenzie senior managing director John T. Young, who was appointed chief restructuring officer in March 2014. The bankruptcy cases are assigned to Judge David R Jones. The Debtors have sought and obtained an order authorizing joint administration of their Chapter 11 cases. The other debtors are Buccaneer Energy Limited, Buccaneer Energy Holdings, Inc., Buccaneer Alaska Operations, LLC, Buccaneer Alaska, LLC, Kenai Land Ventures, LLC, Buccaneer Alaska Drilling, LLC, Buccaneer Royalties, LLC, and Kenai Drilling, LLC. The Debtors have tapped Robert Andrew Black, Esq., Jason Lee Boland, Esq., Robert Bernard Bruner, and William R Greendyke, Esq., at Fulbright Jaworski LLP as counsel. Norton Rose Fulbright Australia will render legal services related to cross-border insolvency and general corporate and litigation matters to Buccaneer Energy Ltd. Epiq Systems is the claims and notice agent. The U.S. Trustee for Region 7 on June 10, 2014, appointed five creditors to serve on the official committee of unsecured creditors. The Committee retained Greenberg Traurig, LLP as legal counsel to the Committee, and Alvarez & Marsal North America, LLC as financial advisors. CAPSTONE LOGISTICS: Moody's Assigns 'B3' Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service assigned first time ratings to Capstone Logistics Acquisition, Inc.: B3 Corporate Family Rating ("CFR"), B2 first lien senior secured and Caa2 second lien senior secured. The rating outlook is stable. The ratings have been assigned in connection with the arrangement of new credit facilities, comprising a $182.5 million term loan and a $30 million revolving credit facility, both secured by a first lien on all of the company's assets and a $65 million credit facility secured by a second lien on all assets. The company will distribute the proceeds of the term loans to its private equity fund owner, The Jordan Company L.P. which recently acquired Capstone in an all cash transaction. Assignments: Issuer: Capstone Logistics Acquisition, Inc. Probability of Default Rating, Assigned B3-PD Corporate Family Rating, Assigned B3 Senior Secured 1st Lien Bank Credit Facilities (Local Currency), Assigned B2(LGD3) Senior Secured 2nd Lien Bank Credit Facility (Local Currency), Assigned Caa2(LGD5) Outlook Actions: Issuer: Capstone Logistics Acquisition, Inc. Outlook, Assigned Stable Ratings Rationale The B3 CFR considers Capstone's small size, elevated financial leverage and anticipation of limited strengthening of credit metrics in at least the next two years because of the potential for modest acquisitive growth. Customer concentration is also high, although in the grocery sector, a vertical that has demonstrated resiliency in past recessions. The service offering is also somewhat limited. The company mainly provides labor and management personnel to distribution centers owned by its customers. This model causes Capstone to have a very low need for hard assets, which provides favorable profit margins and free cash flow to debt relative to those reported by larger rated logistics companies. These factors are balanced by Capstone's position as a leading provider of outsourced labor solutions for distribution center operations, the relative stability and long tenure of the customer base and good cash flow generation. Benefits of increasing scale, proprietary labor management information systems and non-union labor appear to make the company's outsourcing services compelling, particularly to grocers looking to manage their non-food related costs. Uncertainty about Capstone's ability to sustain its profit margin and free cash flow profiles as it expands its service offering and or industry coverage also weigh on the ratings assignment. A history of positive free cash flow, expectations of ongoing free cash flow as long as the company stays with its non-asset business model, no meaningful debt maturities in the next four years and that the new revolver will be undrawn at closing provide good liquidity in Moody's view. The instrument ratings have been assigned using Moody's Loss Given Default rating methodology. The stable outlook is predicated on Moody's expectation that Capstone Logistics is able to organically grow its operations while sustaining operating margins of at least 10.0%. The ratings could be downgraded if operating margin weakens to less than 10.0% or Debt to EBITDA approaches 7.0 times. Ratings could also be lowered if FFO to Debt is less than 6.0% or if EBIT to Interest approaches 1.0 time. The ratings could be upgraded if free cash flow is applied to debt repayment, such that Debt to EBITDA approaches 5.0 times and FFO to Debt increases to at least 10.0%. The principal methodology used in this rating was Global Surface Transportation and Logistics Companies published in April 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Capstone Logistics Acquisition, Inc. is a supply chain solutions provider offering customers outsourced distribution center services for non-core labor intensive operations. Capstone is owned by The Jordan Company L.P. CAPSTONE LOGISTICS: S&P Assigns 'B' CCR; Outlook Stable ------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B' corporate credit rating to Capstone Logistics Acquisition Inc. The outlook is stable. At the same time, S&P assigned its 'B' issue-level rating and '4' recovery rating to the company's $182.5 million senior secured first-lien term loan and $30 million senior secured first-lien revolving credit facility. The '4' recovery rating indicates S&P's expectation that lenders would receive average recovery (30%-50%) in the event of a payment default. S&P also assigned its 'CCC+' issue-level rating and '6' recovery rating to the $65 million senior secured second-lien term loan. The '6' recovery rating indicates S&P's expectation that lenders would receive negligible recovery (0%-10%) in the event of a payment default. "The rating on Capstone reflects the company's limited scale and scope in the very fragmented and competitive logistics industry and its high debt leverage," said Standard & Poor's credit analyst Lisa Jenkins. Offsetting these risks somewhat are the business' favorable cash flow characteristics, which requires little investment in capital expenditures and working capital, and the company's fairly flexible cost structure. S&P expects Capstone to benefit somewhat from increased outsourcing trends and revenue growth to be slightly higher than U.S. GDP growth over the next two years. The outlook is stable. "We expect Capstone to generate positive free cash from operations and that its credit metrics will improve modestly over the next 12 months," said Ms. Jenkins. "However, we do not expect the improvement to be sufficient to warrant an upgrade." S&P could lower the rating if the company is more aggressive than it expects in pursuing growth opportunities or if it uses its free cash flow to pay dividends to the equity sponsor, resulting in FFO to debt falling to the low-single-digit area. S&P could also lower the rating if it expects the company to generate negative free cash flow, which could result from more-aggressive-than expected growth initiatives, operating challenges, or business losses that represent a significant portion of total revenues. Although unlikely, S&P could raise the rating if Capstone generates better-than-expected operating results, if it uses free operating cash flow to repay debt, and FFO to debt approaches the double-digit percent area and S&P believes it will stay at that level. CBS OUTDOOR: Moody's Assigns B1 Rating on New $450MM Senior Notes ----------------------------------------------------------------- Moody's Investors Service assigned CBS Outdoor Americas Capital LLC's proposed $450 million senior note offering a B1 rating. The rating on the existing $400 million senior note due 2022 that is expected to be upsized to $500 million is unchanged at B1. All other ratings including the Ba3 corporate family rating (CFR) will remain unchanged. The outlook is stable. The $450 million new senior note, $100 million upsize of the senior note due 2022, a draw on the revolving credit facility, and cash from the balance sheet will be used to fund the purchase of outdoor assets from Van Wagner Communications for $690 million and pay transaction related expenses. The debt funded acquisition increases leverage levels to 5.5x from 4.9x including Moody's standard adjustments or to 5x from 4x excluding Moody's standard adjustments. While the increase in leverage positions the company at the high end of the range for the existing Ba3 CFR, Moody's expect leverage to decline over the next two years through EBITDA growth and debt repayment that would more comfortably position the company within the existing rating. The Van Wagner asset acquisition provides the opportunity to expand its footprint in New York City and Los Angeles, which are already CBS Outdoor's largest markets and expand their national ad exposure. Moody's expect the acquisition to increase their importance to advertisers targeting the largest DMAs in the country. A summary of Moody's actions are as follows: CBS Outdoor Americas Inc. Corporate Family Rating unchanged at Ba3 Probability of Default Rating unchanged at Ba3-PD Outlook: remains stable CBS Outdoor Americas Capital LLC New $450 million senior note due 2025, assigned at B1 (LGD5) $425 million revolver due 2019 unchanged at Ba1 (LGD2) $800 million term loan B due 2021 unchanged at Ba1 (LGD2) $400 million senior notes (will be upsized to $500 million) due 2022 unchanged at B1 (LGD5) $400 million senior notes due 2024 unchanged at B1 (LGD5) Outlook: remains stable The ratings are subject to review of final documentation and no material change in the terms and conditions of the transaction as provided to Moody's. Ratings Rationale CBS Outdoor Americas Inc. Ba3 CFR reflects its market position as one of the largest outdoor advertising companies in the U.S. and the positive outlook for the outdoor advertising industry. Pro- forma Leverage is relatively high at 5.5x including Moody's standard adjustments for lease expenses and 5x excluding Moody's standard lease expense adjustments as of Q2 2014. CBS Outdoor is expected to generate good free cash flow although almost all of it is expected to be distributed to shareholders as the company began operating as a REIT in July 2014. Given that the required distribution is based on earnings and is after interest and depreciation of capital, Moody's expect the company to have adequate resources to manage all required liabilities. The ability to convert traditional static billboards to digital is expected to support both revenue and EBITDA growth although the company has historically spent substantially less than its largest competitors on digital displays. Compared to other traditional media outlets, the outdoor advertising industry is not likely to suffer from disintermediation and benefits from restrictions on the supply of billboards that help support advertising rates and high asset valuations. The rating is constrained by the lack of operating history as a standalone company and as a REIT, although the company has been able to build its own operations following the separation from CBS Corp. The development of standalone operations reduces operational risk, but is still higher than competitors in the industry with a longer history of operating independently. EBITDA margins are also below the industry average of its US competitors at approximately 30% due to its lower margin transit and international business, but Moody's expects margins to improve as a standalone company and benefit from capex spend on digital assets that Moody's anticipates will be directed to the highest ROI assets. Moody's expects the billboard industry to become more volatile than it has in the past as companies operate with shorter term contracts than the industry has historically. The outdoor industry also remains vulnerable to consumer ad spending and CBS Outdoor derives approximately 40% of revenue from national advertisers with substantial concentration in New York City and Los Angeles. The combination of shorter term contracts in the industry and above average exposure to national advertising increases the revenue volatility, although the company operates with a large amount of cancelable leases that could be terminated or renegotiated at lower rates during a downturn. Moody's expects the company to continue to evaluate additional acquisitions which has the potential to impact the ratings depending on the size of the acquisition and how it is financed. Moody's expects CBS Outdoor to maintain good liquidity as reflected by its SGL-2 liquidity rating. Liquidity is supported by the company's $425 million revolver, $80 million L/C facility, and good free cash flow prior to shareholder distributions. While the distribution of free cash flow to shareholders will lead to a limited amount of cash on the balance sheet, the required distributions would decline as earnings decline. However, the company has access to additional sources of liquidity to maintain the distribution level despite a decline in the required distribution rate. If the company retained its distribution rate above the amount of free cash flow for an extended period of time, the liquidity position would deteriorate. The term loan facility is covenant lite, but the revolver is subject to a financial covenant based on a net secured leverage test. The company has the ability to issue an Incremental Term Loan in the amount of the greater of $400 million or an unlimited amount subject to an incurrence test. The rating outlook is stable with low single digit revenue and EBITDA increases driven by economic growth, conversion of static billboards to digital, and operational improvements on a standalone basis. Moody's anticipate that leverage will decline modestly driven mainly by EBITDA growth with the bulk of free cash flow distributed to shareholders. Upward rating pressure is limited as leverage is at the higher end of the leverage threshold for the existing rating and due to the limited track record operating as a REIT and on a standalone basis. Leverage would need to decrease below 4x (including Moody's standard adjustments) and the company will need to demonstrate both the desire and ability to sustain leverage below that level while maintaining an adequate liquidity position. The ratings could face downward pressure if debt to EBITDA were to increase above 5.5x driven by debt funded acquisitions, material debt funded stock buybacks, or a decline in earnings triggered by a drop in advertising spending. A material decline in its liquidity position could also trigger a downgrade. The principal methodology used in these rating was Global Broadcast and Advertising Related Industries published in May 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CBS Outdoor Americas Inc. was formerly an operating subsidiary of CBS Corporation, which completed the separation of the company in July 2014. The company also elected to operate as a REIT in July 2014. The outdoor business generated revenues of approximately $1.3 billion on a LTM basis as of Q2 2014. CC44 L.L.C.: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: CC44, L.L.C. 2929 E Camelback Rd Ste 118 Phoenix, AZ 85016 Case No.: 14-14254 Chapter 11 Petition Date: September 17, 2014 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Paul Sala Debtor's Counsel: Dennis J. Wortman, Esq. DENNIS J. WORTMAN, P.C. 202 East Earll Drive Ste 490 Phoenix, AZ 85012 Tel: 602-257-0101 Fax: 602-279-5650 Email: djwortman@azbar.org Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael Peloquin, manager. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. CHECKOUT HOLDING: Moody's Affirms 'B3' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service affirmed the B3 Corporate Family Rating (CFR) of Checkout Holding Corporation (Checkout, a parent company of Catalina Marketing Corporation or Catalina) and changed the outlook to negative. The action follows weaker than expected performance, continued uncertainty in CPG spending plans, and the company's plans for a primarily debt funded acquisition of Cellfire, a distributor of digital coupons serving the consumer packaged goods (CPG) industry. Checkout expects to fund the acquisition with a combination of cash on hand and borrowings under its $100 million revolver. Checkout Holding Corp. Outlook, Changed To Negative From Stable Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD First Lien Credit Facility, Affirmed B1, LGD2 Second Lien Credit Facility, Affirmed Caa1, LGD5 Ratings Rationale The outlook change incorporates concern over some lack of visibility and volatility in CPG spending, which resulted in weaker EBITDA and higher leverage than Moody's expected since Berkshire Partners LLC acquired the company in a leveraged buyout in April 2014. Moody's anticipates EBITDA growth will continue to lag expectations over at least the next year. While the Cellfire acquisition should improve Catalina's position in digital and mobile coupons and expedite growth, it will also increase already very high leverage, estimated at 8 times debt-to-EBITDA (based on trailing twelve months through June 30), to slightly over 8 times. In conjunction with the buyout, PDM Intermediate Holdings B Corp (HoldCo or PDM), an entity created to execute the transaction, issued Unsecured PIK Toggle Notes, which Moody's does not rate but does include when calculating credit metrics. Excluding these notes, leverage would be about 7 times. Checkout's good liquidity and the absence of near term maturities minimize default risk and afford the company time to execute on its digital strategy and manage through some unpredictability in its core business, but the very high leverage nevertheless creates risk and limits flexibility to invest for growth in a rapidly changing media and marketing landscape. Pro forma for the acquisition, Moody's estimates Checkout's leverage at slightly over 8 times debt-to-EBITDA, and this high leverage drives the B3 CFR. Furthermore, PIK accretion on the HoldCo bonds, which represent about 13% of total debt and 1 turn of leverage, raises the hurdle for growth or debt repayment to reduce leverage. Despite the heavy debt load, Moody's expects the strong EBITDA margin and non-cash interest on the HoldCo bonds (mandatory PIK for the first two years, cash or PIK thereafter at the company's option) to facilitate positive free cash flow, which, together with good cushion under the financial maintenance covenant of its $100 million revolver, supports liquidity and minimizes default risk. Moody's expects the company to pay down the likely revolver draw in conjunction with the acquisition by the end of 2015, and the maintenance covenant only applies with borrowings in excess of $30 million. Catalina's leading position in Point of Sale marketing services, the breadth of its retail base, its data on purchasing history that allows for personalized promotions, and its long term relationships with both retailers and core CPG manufacturers position it well to manage the evolving landscape and expand its digital presence. Nevertheless, competition from digital and mobile marketing service providers and changing consumer behavior elevate business risk as the company's CPG clients diversify their marketing budgets away from traditional print based promotions to brand building and experiment with other means of reaching consumers that technology advances are enabling. The EBITDA margin eroded as the company invested to adapt, but Moody's expects it to stabilize around current still healthy levels, and this strong margin together with low default risk affords some flexibility for investment in new business development. Continued international expansion of Checkout's retail base provides good growth prospects, which partially mitigates significant revenue concentration. However, Moody's believes the company's small size amplifies potential volatility in cash flow from a shift in customer spend and also leaves it vulnerable to potential market disruption should larger companies seek a more significant presence in the digital and mobile couponing market. The negative outlook incorporates potential for a downgrade if Checkout is unable to demonstrate sustained organic EBITDA growth and is not on track to reduce leverage to the mid 7 times range by year end 2015. Moody's would likely downgrade the company based on lack of progress in reducing leverage or a deterioration of the liquidity profile, including expectations for negative free cash flow. Evidence of rapid deterioration in the core business, lack of traction with the digital strategy, or the loss of a major retail partner could also result in a downgrade. An upgrade is unlikely given the very high leverage. Moody's would consider a stable outlook with evidence of stabilization in the core business and traction with the digital business, expectations for sustained debt-to-EBITDA of 7.5 times or better, and expectations for maintenance of good liquidity, including sustained positive free cash. Catalina Marketing Corp., headquartered in St. Petersburg, FL, provides consumer-driven personalized digital media solutions, including discount coupons, loyalty marketing programs and other consumer communications, through a variety of distribution channels like supermarkets as well as via mobile and online. In April 2014, Berkshire Partners LLC acquired majority control of Catalina from Hellman & Friedman LLC. Hellman & Friedman remains a significant investor in Catalina. The principal methodology used in this rating was Global Business & Consumer Service Industry Rating Methodology published in October 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. CHESTER DOWNS: Fitch Lowers Issuer Default Rating to 'CCC' ---------------------------------------------------------- Fitch Ratings has downgraded Chester Downs & Marina LLC's IDR to 'CCC' from 'B-' and $330 million in 9.25% senior secured notes to 'CCC+/RR3' from 'BB-/RR1'. There is no Rating Outlook on the 'CCC' IDR. Fitch has also affirmed all of the ratings related to Caesars Entertainment Report Properties, LLC (CERP). Chester Downs' and CERP's IDRs are not directly linked to Caesars Entertainment Operating Company's (CEOC) and Caesars Entertainment Corp.'s (CEC) 'CC' IDRs given the restricted payment covenants at Chester Downs and CERP. However, their relationship to CEOC and CEC entities are considered in the IDRs. KEY RATING DRIVERS: CHESTER DOWNS The one notch downgrade of Chester Downs' IDR to 'CCC' reflects its weak financial position, which Fitch expects to deteriorate further once SugarHouse Casino (SugarHouse) opens its expansion in 2015. For 2016 Fitch forecasts that Chester Downs will generate negative free cash flow (FCF) and its leverage will exceed 9x. This financial profile could make refinancing Chester Downs' notes by their maturity in 2020 difficult. That said, considerable cash could permit Chester Downs to service the FCF burn forecasted by Fitch for an extended period of time. Fitch's base case forecast assumes that the revenue declines at Chester Downs stabilize to low single digit range in second-half 2014 and 2015 from the high-single digit range seen over the past two years. Earlier declines were largely driven by the competition from Valley Forge Casino Resort (Valley Forge), which opened early 2012, and the generally weak operating environment for regional casinos in the Northeast. Valley Forge, which is limited to 600 slots and 50 tables, is about fully ramped up at this point and should be less of a factor. For 2016, Fitch estimates a 10% decline in revenues for Chester Downs, the magnitude of which roughly coincides with the positions added to the market once the $164 million SugarHouse expansion opens. Chester Downs (dba Harrah's Philadelphia) has historically been more susceptible to increased competition. Since 2009, when Parx was its only competition in the Philadelphia area, Chester Downs' market share declined by about 21% from 47% to 26% compared to an 11% decline at Parx during the same period. In Fitch's forecast there is a 40% flowthrough from the revenue declines into EBITDA. The 'CCC' IDR takes into account the potential for a second license being awarded within the city limits of Philadelphia but IDR is not dependent on the license being awarded. Four candidates that have been vetted by the Pennsylvania Gaming Control Board (PGCB) remain for the license after earlier withdrawals by Wynn Resorts Ltd and Penn National Gaming, Inc. Whether the license should be issued is a contested issue in light of signs of gaming saturation in the region and the PGCB has not announced a timeframe for its decision. CHESTER DOWNS RECOVERY RATING The revision of Chester Downs senior secured notes' Recovery Rating (RR) to 'RR3' from 'RR1' reflects Fitch's lower estimate for recovery in an event of default that incorporates a reduced enterprise value (EV) estimate. The 'RR3' is indicative of a recovery estimate in the 51%-70% range. The revised EV estimate incorporates a reduced going concern EBITDA estimate that coincides with Fitch's base case in 2016 (the first full year of the expansion being open at SugarHouse). If PGCB issues the second Philadelphia license Fitch may revise the RR further to account for the reduced going concern EBITDA estimate. KEY RATING DRIVERS: CERP The affirmation of CERP's IDR at 'B-' reflects sustainable (albeit weak) leverage and FCF profile. CERP's positive discretionary FCF and EBITDA growth will allow for modest deleveraging over the medium term. In its base case, Fitch projects CERP's leverage at year-end 2015 and discretionary FCF for 2015 at 9.0 times (x) and approximately $50 million, respectively. The discretionary FCF forecast for 2015 takes into account Fitch's estimate of $515 million EBITDA, $380 million interest expense, $60 million in maintenance capex and $25 million of term loan amortization. FCF net for discretionary spending will be negative in the near term as CERP finishes its $126 million conference center in Atlantic City and contribute $42.5 million to Caesars Enterprise Services, LLC (ServicesCo), a JV with other CEC subsidiaries. CEC contributed the conference to CERP on July 1, 2014 at which point the center had a book value of $57 million. CERP has good market exposure with most of its EBITDA being generated by assets based on the Las Vegas Strip. Fitch has a favorable outlook for the Las Vegas Strip and expects low single digit gaming revenue growth and mid-single digit RevPAR growth for the market. CERP's Las Vegas assets are somewhat worse positioned since they are generally mid-tier assets with minimal exposure to baccarat and do less convention business on average relative to peers on the Las Vegas Strip. However, the assets benefit from their location near the center of the Strip and proximity to Linq. Fitch assumes 3% revenue growth for CERP's Las Vegas based casino assets with solid flowthrough to EBITDA. CERP has a modest exposure to the weak Atlantic City market but its Harrah's AC should benefit in the near term from the closure of CEC's Showboat casino (part of CEOC) and the 2015 opening of the conference center, which is adjoined to Harrah's AC. Fitch's 2015 forecast includes $20 million of EBITDA accruing to Harrah's AC from business recaptured from Showboat. Fitch also factored into CERP's 'B-' IDR the risk that a court reverses the earlier transfer of Linq and Octavius Tower to CERP from CEOC by CEC. The transfer is mentioned among 'specified defaults' in CEOC's waiver agreement with the first-lien holders and is mentioned in the suit brought against CEOC by the second- lien holders. Fitch believes that the consideration provided by CEC for Linq and Octavius Tower was on the light side relative to a range of fair values but also thinks the probability of the transfers being reversed is low. In fraudulent conveyance cases, courts tend to take a broad approach when assessing whether a fair value was provided and would typically take into account other benefits accruing to the seller that the sale helped facilitate. The consideration provided for Linq and Octavius Tower was approximately $600 million - $700 million and incorporates $450 million in assumed debt, $81 million in cash, and $59 million in debt repurchases from CEOC with the balance coming from amount CERP spent to complete Linq. The Linq and Octavius Tower generate $90 million in annual EBITDA based on annualized second-quarter 2014 results, which is about 15%-20% of CERP's total property EBITDA. Should a court rule to reverse the transfer in the bankruptcy court CERP would return the assets to CEOC and will have an unsecured claim in the bankruptcy equal to the consideration provided. In the event of a transfer, Fitch could downgrade CERP's IDR to 'CCC' as CERP's FCF would turn negative absent stronger than anticipated performance by CERP's other assets. Another CEOC related risk is that the control of Caesars' Total Rewards loyalty program changes in a CEOC restructuring, which may adversely affect the allocation of Total Rewards customers with respect to CERP. However, the creation of ServicesCo should mitigate this risk to an extent. CERP RECOVERY RATINGS Fitch estimates a recovery for CERP's first lien credit facility and notes in the 71%-90% range, which corresponds to a 'B+/RR2' issue ratings, two notches above the IDR. Fitch estimates minimal recovery for the second-lien notes, which corresponds to a 'CCC/RR6' issue rating (two notches below the IDR). Fitch's recovery analysis incorporates a $3.4 billion EV for CERP, which includes $540 million of value for Linq and Octavius assets. RATING SENSITIVITIES: CHESTER DOWNS Positive: Future developments that may, individually or collectively, lead to positive rating action include: -- Net debt/EBITDA ratio remaining below 8x after a full year of SugarHouse expansion; -- Discretionary run-rate FCF remaining above $0 after a full year of SugarHouse expansion; -- Stabilization of gaming revenues; -- Caesars using cash at Chester Downs to paydown debt; -- PBCB deciding not to issue the second Philadelphia license. Negative: Future developments that may, individually or collectively, lead to negative rating action include: -- Strong indication that CEOC plans to pull Chester into a bankruptcy; -- Material deterioration of liquidity at Chester driven by FCF burn; -- Leverage being above trading multiples for similar assets (7x-9x) closer to the maturity date of the 9.25% notes (2020). RATING SENSITIVITIES: CERP (Fitch Forecasts in parentheses) Negative: Future developments that may, individually or collectively, lead to negative rating action include: -- Discretionary run-rate FCF declining towards $0 (FY15: $50 million and FY16: $64 million); -- A court orders a reversal of the Linq and Octavius Tower transfer; -- CERP's Debt/EBITDA remaining above 9x for an extended period of time (FY15: 9.0x and FY16: 8.7x). Positive: No positive rating action is expected over the near-term given the company's high leverage and the CEOC related risks. However, positive rating action may result from: -- Discretionary run-rate FCF exceeding $100 (FY15: $50 million and FY16: $64 million); -- CEOC's debt being restructured without having a material adverse effect on CERP; -- Debt/EBITDA declining below 7x (FY15: 9.0x and FY16: 8.7x). The rating actions are as follows: Chester Downs and Marina LLC (and Chester Downs Finance Corp as co-issuer) -- IDR downgraded to 'CCC' from 'B-'; no Outlook; -- Senior secured notes downgraded to 'CCC+/RR3' from 'BB-/RR1'. Caesars Entertainment Resort Properties LLC (CERP) -- IDR affirmed at 'B-'; Outlook Stable; -- Senior secured first-lien credit facility affirmed at 'B+/RR2'; -- First-lien notes affirmed at 'B+/RR2'; -- Second-lien notes affirmed at 'CCC/RR6'. Fitch currently rates the other CEC entities as follows: Caesars Entertainment Corp. -- IDR 'CC'. Caesars Entertainment Operating Co. -- IDR 'CC'; -- Senior secured first-lien revolving credit facility and term loans 'CCC+/RR1'; -- Senior secured first-lien notes 'CCC/RR2'; -- Senior secured second-lien notes 'C/RR6'; -- Senior unsecured notes with subsidiary guarantees 'C/RR6'; -- Senior unsecured notes without subsidiary guarantees /RR6'. Caesars Growth Properties Holdings, LLC -- IDR 'B-'; Outlook Stable; -- Senior secured first-lien credit facility 'BB-/RR1'; -- Second-lien notes 'B-/RR4'. Corner Investment PropCo, LLC -- IDR 'CCC'; -- Senior secured credit facility 'B-/RR2'. CLEAR CHANNEL: Changes Company Name to "iHeartMedia" ---------------------------------------------------- Clear Channel announced that it has become iHeartMedia, reflecting the company's success in becoming a one-of-a-kind multi-platform media company with unparalleled reach and impact. The newly named company includes a wide range of advertising- supported, consumer-focused media businesses, including 859 radio stations in over 150 markets, with more than 245 million listeners a month -- the largest reach of any radio or television outlet in America; iHeartMedia Digital, with its more than 90 million digital monthly uniques; Premiere Networks, which syndicates 90 radio programs and services to more than 5,500 radio affiliates; the Total Traffic and Weather Network, reaching almost all U.S. commuters; 20,000 live music events, all of which generate massive consumer engagement on social media platforms and the largest of which are even televised; its related companies, including Katz Media Group; as well as Clear Channel Outdoor, one of the world's largest outdoor advertising companies. "iHeartMedia reflects our commitment to being the media company that provides the most entertainment to the most engaged audiences wherever they go, with more content and more events in more places on more devices," said Bob Pittman, Chairman and CEO of iHeartMedia, Inc. "We have massive consumer reach and influence across our platforms because we know how to program the live content people want to hear, see and share right now, we are the largest mobile media company in existence -- more than 60 percent of our broadcast usage is out of home, compared to just 30 percent for other mobile devices - and we deliver more live programming than any other media company today, built on the national and local on-air personalities who are the heart of our powerful broadcast radio franchises. Combined with Clear Channel Outdoor's reach of over half a billion people worldwide across 30 countries and five continents, it's clear that no other company can match our reach or broad spectrum of media platforms." Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) will retain the Clear Channel brand. As it continues to transform the global out- of-home industry, Clear Channel Outdoor's brand and products will become an even more important part of iHeartMedia's future. "Although we are changing the parent company's name, Clear Channel Outdoor is built into the fabric of our multi-platform company," said Rich Bressler, president and chief financial officer of iHeartMedia, Inc. "With its continued growth into digital and mobile, Clear Channel Outdoor has tremendous momentum as a leader in the out-of-home advertising industry, and is a more integral part of our company than ever. We're pleased that the Clear Channel brand, with its long history and respected heritage, will continue on in our Outdoor business." iHeartMedia reflects both the success and the cultural impact of the iHeartRadio business formed three years ago and the evolution of the company's major local radio station brands and franchises to include mobile, social and events. iHeartRadio has become the dominant national consumer brand among the company's assets with almost 70 percent consumer brand awareness and record-breaking digital growth, reaching 50 million registered users faster than any digital music service, and even faster than Twitter, Facebook and Pinterest. The company's 859 radio stations have led the way for the entire media business, becoming even more relevant in the lives of their listeners by expanding how they connect with listeners live and in-the-moment in mobile and across its network of social platforms. "iHeartMedia was created by the strongest broadcast radio stations in the country, and we will continue to build this company the same way - on the country's strongest radio stations," said Pittman. "We are especially excited because our digital platform extends the reach and impact for our wildly popular on-air personalities - and it's a platform that only iHeartMedia provides." The new company is fueled by its ability to deliver the reach and scale of broadcast media with the relevance and emotional power of real-time programming, complemented by its culture-defining live events, which have amassed 15.4 billion social impressions. These include the iHeartRadio Music Festival, the biggest live concert event in radio history; the iHeartRadio Jingle Ball Concert Tour; the iHeartRadio Ultimate Pool Party; and the iHeartRadio Music Awards, which garnered more than 65 million votes via text messaging and led the week in the Nielsen social TV ratings. "In a world where 2x ROI is judged as successful, Nielsen has shown that radio delivers 6x ROI on average. It's because we combine the power and predictably of mass reach with the immediacy and relevance of live programming and the unique and powerful engagement that consumers have with their favorite radio stations and personalities," said Pittman. "The opportunity for the new iHeartMedia is to use all of these industry-leading assets together in new ways -- extending our massive reach and cultural influence across radio, outdoor, digital, social and live events to make it easier for advertisers to deliver the most relevant, real-time messages across all our platforms at scale, amplified by social media and mobile, to get a superior ROI to other media." "We're pulling together our powerful local and national brands and industry-leading platforms to make it easier for advertisers to tap into the range of content, audiences and experiences we deliver on devices, in cars, on stages and everywhere consumers want to find information and be entertained," said Bressler. In connection with the company's new brand, the company's ticker symbol will also change, effective September 17th. Of the company's major businesses, Clear Channel Media and Entertainment will become iHeartMedia; other company brands, including iHeartRadio, Premiere Networks, Total Traffic and Weather Network, Katz Media Group and RCS, will retain their current names. The Company also changed the name of certain of its affiliates as of Sept. 16, 2016, including as follows: Old Name: New Name: -------- -------- Clear Channel Capital I, LLC iHeartMedia Capital I, LLC Clear Channel Capital II, LLC iHeartMedia Capital II, LLC Clear Channel Communications, Inc. iHeartCommunications, Inc. Clear Channel Management Services iHeartMedia Management Services, Inc. Clear Channel Broadcasting, Inc. iHeartMedia + Entertainment, Inc. Clear Channel Identity, Inc. iHM Identity, Inc. Clear Channel Satellite Services Inc iHeartMedia Satellite Services, Inc. About iHeartMedia iHeartMedia, Inc. is a global media and entertainment company specializing in radio, digital, outdoor, mobile, live events, social and on-demand entertainment and information services for local communities and providing premier opportunities for advertisers. For more company information visit iHeartMedia.com. Clear Channel reported a net loss attributable to the Company of $606.88 million in 2013, a net loss attributable to the Company of $424.47 million in 2012 and a net loss attributable to the Company of $302.09 million in 2011. The Company's balance sheet at June 30, 2014, showed $14.75 billion in total assets, $24.06 billion in total liabilities and a $9.31 billion total shareholders' deficit. Bankruptcy Warning The Company said in its annual report for the year ended Dec. 31, 2013, "If our and our subsidiaries' cash flows from operations, refinancing sources and other liquidity-generating transactions are insufficient to fund our respective debt service obligations, we may be forced to reduce or delay capital expenditures, sell material assets or operations, or seek additional capital. We may not be able to take any of these actions, and these actions may not be successful or permit us or our subsidiaries to meet the scheduled debt service obligations. Furthermore, these actions may not be permitted under the terms of existing or future debt agreements." "The ability to refinance the debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of the debt could be at higher interest rates and increase debt service obligations and may require us and our subsidiaries to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. These alternative measures may not be successful and may not permit us or our subsidiaries to meet scheduled debt service obligations. If we or our subsidiaries cannot make scheduled payments on indebtedness, we or our subsidiaries, as applicable, will be in default under one or more of the debt agreements and, as a result we could be forced into bankruptcy or liquidation." * * * In May 2013, Moody's Investors Service said that Clear Channel's upsize of the term loan D to $4 billion from $1.5 billion will not impact the Caa1 facility rating assigned. Clear Channel's Corporate Family Rating is unchanged at Caa2. The outlook remains stable. As reported by the TCR on May 21, 2013, Standard & Poor's Ratings Services announced that its issue-level rating on San Antonio, Texas-based Clear Channel's senior secured term loan remains unchanged at 'CCC+' following the company's upsize of the loan to $4 billion from $1.5 billion. The rating on parent company CC Media Holdings remains at 'CCC+' with a negative outlook, which reflects the risks surrounding the long-term viability of the company's capital structure. CONNEAUT LAKE PARK: Ch. 11 Filing Mulled to Halt Sheriff's Sale --------------------------------------------------------------- Keith Gushard, writing for Meadville Tribune, reported that Mark Turner, executive director of Trustees of Conneaut Lake Park Inc., said a bankruptcy filing halt a pending sheriff's sale ultimately may be an expense of a quarter million dollars. The reason for the possible $250,000 price tag, Turner said, is because the legal costs of all the parties involved -- school district, county and township government and other creditors -- has to be borne by the entity seeking the bankruptcy reorganization. "The timing (of filing for bankruptcy) is very flexible as long as it is done prior to the actual (sheriff's) sale," Turner said following Tuesday's board meeting, according to the report. According to the report, Trustees of Conneaut Lake Park Inc., the nonprofit corporation that owns the amusement park, earlier this month hired a bankruptcy attorney to begin preparations for a filing. At a meeting on Tuesday, the Trustees' board took no action filing for bankruptcy protection. The report recounted that attorneys for Conneaut School District, Crawford County and Sadsbury and Summit townships last week filed a motion with the Crawford County Prothonotary's Office against Trustees to force payment of more than $925,000 in overdue property taxes, penalties and interest by holding a sheriff's sale of the amusement park. The sale is scheduled for Nov. 7. The Associated Press reported in August that county officials in Crawford County authorized a sheriff's sale of the historic 122- year-old amusement park in northwestern Pennsylvania. Officials say the park owes more than $910,000 in back taxes. State officials say insurance was inadequate when fires burned the park's Dreamland Ballroom in 2008 and its Beach Club a year ago. CONSTELLATION ENTERPRISES: Moody's Lowers CFR to 'Caa1' ------------------------------------------------------- Moody's Investors Service downgraded Constellation Enterprises, LLC's Corporate Family Rating (CFR) to Caa1 from B3, Probability of Default Rating to Caa1-PD from B3-PD, and the company's rating for senior secured notes due 2016 to Caa1 from B3. The rating outlook is stable. The rating action reflects a weakening of the Constellation's liquidity position caused by the company's recent history of negative free cash flow and increasing reliance on its $33 million ABL revolving credit facility to cover cash shortfalls, most notably for cash interest payments on its $130 million senior notes including the August 2014 payment. Moody's is particularly concerned about the timing of this deterioration in liquidity as free cash flow is expected to be modest or negative despite modest improvements in end markets and the company's efforts to grow revenue in 2015, and this may challenge Constellation's ability to refinance its ABL and senior notes due Q1 2016 without resorting to a transaction that Moody's would consider a distressed exchange. Issuer: Constellation Enterprises, LLC: Corporate Family Rating, downgraded to Caa1 from B3; Probability of Default Rating, downgraded to Caa1-PD from B3-PD; Rating on $130 million of 10.625% Senior Secured Notes due 2016, downgraded to Caa1 from B3; Stable outlook Ratings Rationale The Caa1 CFR reflects the cyclicality of the company's businesses, which are primarily driven by the demand for capital goods in the energy, transportation, and industrial segments of the North American economy, and the associated high degree of volatility of the company's revenues and earnings. The rating also reflects the company's small size and relatively thin operating margins (typically in a range of 2%-3%), geographic concentration, relatively high leverage, negative free cash flow, a weak liquidity profile, and heightened re-financing risk relating to debt maturing in Q1 2016. The CFR favorably reflects significant barriers to entry provided by a combination of short lead times, specialized equipment, high freight costs and long-term customer relationships. The volatility of the business was recently demonstrated by a dramatic revenue reduction of 20% in 2013, as oil and gas drilling activity declined from historically high levels and rail car production leveled-off. Already thin operating margins fell further, and credit metrics deteriorated accordingly. In the first six months of 2014, operating trends recovered slightly as the company demonstrated a 6% growth in revenue and a 100 basis point recovery in operating margin to about 3.5% from fiscal year 2013. Moody's expects Constellation to continue generating low to mid single digit revenue growth and gradual improvement in its credit metrics over the next 12 to 18 months, as demand drivers in its core businesses are likely to remain relatively stable over this period -- rail car and energy-related products in particular. However, Moody's believes that the highly cyclical demand pattern, as illustrated by recent volatile operating results, will be an on-going constraint to Constellation's ratings, which may drastically impact earnings and free cash flow. Moody's assesses Constellation's liquidity condition as weak, characterized by minimal cash balances and expectations for modest or negative free cash flow over the near term. The company maintains a $33 million ABL facility, which is adequate for a company of this size. However, Moody's notes that availability under this facility has been substantially reduced by recent borrowings to cover negative free cash flow, as well as due to constraints because of the company's desire to avoid triggering the springing financial covenant in the ABL credit agreement and Constellation's potential inability to meet the covenant. Thin operating margins over the past several quarters, along with a substantial use of cash for working capital in Q2 2014, have resulted in negative free cash flow of approximately $11 million for the LTM period ending June 30, 2014. The company has made heavy use of the ABL facility to fund this shortfall, along with an approximate $7 million interest payment on the company's senior notes in August 2014. The ABL facility has a springing fixed charge coverage covenant that constrains capacity as the covenant would become effective once availability under the revolver falls below $7.5 million. Moody's estimates that this ratio is currently close to the 1.1 time minimum prescribed under the ABL agreement, which effectively constrains the company from borrowing above $25.5 million on the revolver. As such, Moody's estimates effective availability under the revolver to be less than $10 million. Although operating performance is expected to improve modestly through 2015, Moody's nonetheless estimates that the company will generate modestly negative to neutral free cash flow over this period. As such, the company may need to make further use of its revolver for the February 2015 scheduled interest payments, which would further diminish its liquidity reserves. Given the cyclicality of Constellation's operations and a potential for sharp earnings declines in an event of reduced demand, it is important that the company improves its liquidity position to improve its credit profile. However, Moody's expects only gradual improvement in the company's operating results through 2015, which limits prospects for significant liquidity enhancements in the near term. The stable ratings outlook reflects that gradually improving fundamentals in most of the company's end markets somewhat balances its weak liquidity position. Ratings could be lowered if the company does not materially improve its liquidity position, if revenues decline in the near term, or if the company cannot generate sustainable positive operating profitability and free cash flow over the next 6-12 months. Further drawings on the ABL facility, especially for the purpose of making the February 2015 notes interest payment, or any difficulty that the company might encounter in refinancing debt that is due in 2016 would likely prompt a downgrade. A ratings upgrade is unlikely in the near term. However, higher ratings could be considered over the long term if the company demonstrates steady revenue growth and margin stability, resulting in reliably positive free cash flow, while successfully refinancing debt that is due in Q1 2016 in a timely fashion. The company would also need to demonstrate sustained Debt to EBITDA of less than 6.5 times and EBITA to Interest of over 1 time, along with a strong liquidity profile to warrant higher ratings. The principal methodology used in this rating was Global Manufacturing Companies published in July 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. Constellation Enterprises, LLC, through its five operating subsidiaries, is a manufacturer of custom engineered metal components for various end markets such as rail transportation, oil & gas, general industrial, nuclear, aerospace, and small gas engine markets. Over 85% of Constellation's sales, are derived from the company's key operating subsidiaries: The Jorgensen Forge Corporation, Commercial Metal Forming Inc., and Columbus Steel Castings Company. The company is owned by Protostar Partners LLC. Revenues for LTM period ended June 30, 2014 were $238 million. CORNERSTONE HOMES: Trustee Hires Hiscock & Barclay as Counsel ------------------------------------------------------------- Michael H. Arnold, the Chapter 11 Trustee of Cornerstone Homes, Inc., seeks authorization from the Hon. Paul R. Warren of the U.S. Bankruptcy Court for the Western District of New York to employ Hiscock & Barclay as special counsel to the Trustee. The Trustee requires Hiscock & Barclay to pursue the insurance claim against Allegany Co-Operative Insurance Company to honor the Debtor's insurance policy and pay for the fire loss at 51 Russell Street. The maximum hourly rate to be sought by Hiscock & Barclay shall be $330 per hour. Anthony Piazza, partner of Hiscock & Barclay, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Hiscock & Barclay can be reached at: Anthony J. Piazza, Esq. HISCOCK & BARCLAY 2000 HSBC Plaza 100 Chestnut Street Rochester, NY 14604 Tel: (585) 295-4420 Fax: (585) 295-8418 E-mail: apiazza@hblaw.com 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. CTI BIOPHARMA: Provides Corporate Update to Investors ----------------------------------------------------- Members of management at CTI BioPharma Corp., on Sept. 16, 2014, provided a corporate update to analysts and investors through a series of one-on-one meetings. The Company's 2014 Key business priorities are: * Initiate PERSIST-2 (2nd Phase 3 trial of pacritinib in MF) * Earn $20MM milestone from BAXTER after completion of enrollment in PERSIST-1 * Be in position to report PERSIST-1 top-line results in 1Q-2015 * Secure ROW partner (ex-U.S.) to expand commercial potential for PIXUVRI in countries where CTI doesn't have a commercial presence * Advance PERSIST-2 to complete enrollment in 1H-2015 * Generate PIXUVRI E.U. sales to achieve a net positive contribution margin by year-end 2014 As of Sept. 12, 2014, stock price was $2.61 per share. The Company had pro forma cash of $53.2 million at June 30, 2014. The slides used in the presentations are available at: http://is.gd/tMOzZe About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- formerly known as Cell Therapeutics, Inc., is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a commercial presence in Europe and a late-stage development pipeline, including pacritinib, CTI's lead product candidate that is currently being studied in a Phase 3 program for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington, with offices in London and Milan under the name CTI Life Sciences Limited. Cell Therapeutics reported a net loss attributable to common shareholders of $49.64 million in 2013, a net loss attributable to common shareholders of $115.27 million in 2012 and a net loss attributable to common shareholders of $121.07 million in 2011. The Company's balance sheet at Dec. 31, 2013, showed $93.72 million in total assets, $37.50 million in total assets, $13.46 million in common stock purchase warrants and $42.75 million in total shareholders' equity. Going Concern "Our independent registered public accounting firm included an explanatory paragraph in its reports on our consolidated financial statements for each of the years ended December 31, 2007 through December 31, 2011 regarding their substantial doubt as to our ability to continue as a going concern. Although our independent registered public accounting firm removed this going concern explanatory paragraph in its report on our December 31, 2012 consolidated financial statements, we expect to continue to need to raise additional financing to develop our business and satisfy obligations as they become due. The inclusion of a going concern explanatory paragraph in future years may negatively impact the trading price of our common stock and make it more difficult, time consuming or expensive to obtain necessary financing, and we cannot guarantee that we will not receive such an explanatory paragraph in the future," the Company said in its annual report for the year ended Dec. 31, 2013. The Company also said it may not be able to maintain its listings on The NASDAQ Capital Market and the MTA in Italy, or trading on these exchanges may otherwise be halted or suspended. "Maintaining the listing of our common stock on The NASDAQ Capital Market requires that we comply with certain listing requirements. We have in the past and may in the future fail to continue to meet one or more listing requirements." Bankruptcy Warning "We have acquired or licensed intellectual property from third parties, including patent applications and patents relating to intellectual property for PIXUVRI, pacritinib and tosedostat. We have also licensed the intellectual property for our drug delivery technology relating to Opaxio, which uses polymers that are linked to drugs known as polymer-drug conjugates. Some of our product development programs depend on our ability to maintain rights under these licenses. Each licensor has the power to terminate its agreement with us if we fail to meet our obligations under these licenses. We may not be able to meet our obligations under these licenses. If we default under any license agreement, we may lose our right to market and sell any products based on the licensed technology and may be forced to cease operations, liquidate our assets and possibly seek bankruptcy protection. Bankruptcy may result in the termination of agreements pursuant to which we license certain intellectual property rights," the Company stated in the 2013 Annual Report. DELIA*S INC: Liquidity Crunch Raises Urgency Level -------------------------------------------------- Lisa Allen and Jamie Mason, writing for The Deal, reported that DELiA*s Inc.'s turnaround efforts have taken on a new urgency since the retailer expects to run out of liquidity to meet its cash requirements during the next 12 months, leading some sources to predict bankruptcy for the company while others hold out hope that a buyer will come to its rescue. According to the report, dELiA*S said in a Form 10-Q filed on Sept. 16 with the Securities and Exchange Commission that if its current business trends continue, it will need to seek additional debt or equity financing, restructure its debt, sell itself, or cut costs in order to remain operational. dELiA*s, Inc. operates dELiA*s, lifestyle brand catering to teenage girls. New York-based dELiA*s offers dresses, shoes, accessories and more at its 101 retail stores in the United States. DIGITAL DOMAIN: 16th Financing Amendment Approved ------------------------------------------------- BankruptcyData reported that the U.S. Bankruptcy Court approved Digital Domain Media Group's sixteenth amendment to the DIP Order providing that the DIP Agent and DIP Lenders will forebear from exercising their remedies under the Final DIP Order, DIP Term Sheet Documentation and applicable bankruptcy law and non- bankruptcy law through and until the earlier of (i) October 31, 2014 or (ii) the occurrence of a Termination Event. About Digital Domain Port St. Lucie, Florida-based Digital Domain Media Group, Inc. -- http://www.digitaldomain.com/-- engaged in the creation of original content animation feature films, and development of computer-generated imagery for feature films and trans-media advertising primarily in the United States. Digital Domain Media Group, Inc. and 13 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11, 2012, to sell its business for $15 million to Searchlight Capital Partners LP, subject to higher and better offers. The Company disclosed assets of $205 million and liabilities totaling $214 million. The Debtors also have sought ancillary relief in Canada, pursuant to the Companies' Creditors Arrangement Act in the Supreme Court of British Columbia, Vancouver Registry. Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the Debtors. FTI Consulting, Inc.'s Michael Katzenstein is the chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. An official committee of unsecured creditors appointed in the case is represented by lawyers at Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP. At a bankruptcy auction, the principal part of the business was purchased by a joint venture between Galloping Horse America LLC, an affiliate of Beijing Galloping Horse Co., and an affiliate of Reliance Capital Ltd., based in Mumbai. The $36.7 million total value of the contact includes $3.6 million to cure defaults on contracts and $2.9 million in reimbursement of payroll costs. As the result of a settlement negotiated by the unsecured creditors' committee with secured lenders, there will be some recovery for the committee's constituency. EAGLE BULK: Hires Alvarez & Marsal as Restructuring Advisors ------------------------------------------------------------ Eagle Bulk Shipping Inc. asks for permission from the U.S. Bankruptcy Court for the Southern District of New York to employ Alvarez & Marsal North America, LLC as restructuring advisors, nunc pro tunc to the Aug. 6, 2014 petition date. Among other things, Alvarez & Marsal will provide assistance to the Debtor with respect to management of the overall restructuring process, the development of ongoing business and financial plans and supporting restructuring negotiations among the Debtor, its advisors and its creditors with respect to an overall exit strategy for the Chapter 11 Case. The Debtor requires Alvarez & Marsal to: (a) assist with bankruptcy preparation and case administration and other restructuring initiatives, if necessary; (b) provide general and expert witness testimony as may be required; (c) assist in the development and management of a global 13- week cash flow forecast; (d) assist in communications with creditors; (e) report to the company's board of directors as desired or directed by the company's anticipated counsel Milbank, Tweed, Hadley & McCloy LLP or the company's Chief Executive Officer and his designees (collectively, the "Responsible Officers"); and (f) render other general business consulting or such other assistance as Debtor management or counsel may deem necessary consistent with the role of a restructuring advisor to the extent that it would not be duplicative of services provided by other professionals in this proceeding. Alvarez & Marsal will be paid at these hourly rates: For Restructuring Advisory Services: Managing Director $725-$925 Director $525-$725 Associate $375-$525 Analyst $325-$375 For Claims Management Services: Directors/Managing Director $500-700 Consultants $374-$475 Analyst $325 Alvarez & Marsal will also be reimbursed for reasonable out-of- pocket expenses incurred. Alvarez & Marsal received $150,000 as a retainer in connection with preparing for and conducting the filing of the Chapter 11 Case, as described in the Engagement Letter. In the 90 days prior to the petition date, Alvarez & Marsal received retainers and payments totaling $329,506 in the aggregate for services performed for the Debtor. Dennis E. Stogsdill, managing director of Alvarez & Marsal, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Alvarez & Marsal can be reached at: Dennis E. Stogsdill ALVAREZ & MARSAL NORTH AMERICA, LLC 600 Madison Avenue, 8th Floor New York, NY 10022 Tel: (212) 759-4433 Fax: (212) 759-5532 E-mail: dstogsdill@alvarezandmarsal.com About Eagle Bulk Shipping With headquarters in New York, Eagle Bulk Shipping Inc. (Nasdaq: EGLE) provides ocean-borne transportation services for a broad range of major and minor "dry bulk" cargoes, including iron ore, coal, grain, cement, and fertilizer, along worldwide shipping routes. Each of Eagle's 45 vessels is flagged in the Marshall Islands and owned by a separate wholly-owned subsidiary organized as a limited liability company under the Marshall Islands. On Aug. 6, 2014, Eagle Bulk entered into a restructuring support agreement with certain of its lenders regarding the terms of a balance sheet restructuring that will reduce debt by $975 million. To implement the restructuring, Eagle Bulk, the parent company, commenced a voluntary "prepackaged" chapter 11 case (Bankr. S.D.N.Y. Case No. No. 14-12303). The case has been assigned to the Honorable Sean H. Lane. The Chapter 11 filing does not include any of Eagle Bulk's operating or management subsidiaries. The Company estimated $850 million to $950 million in assets and debt of $1.21 billion as of the Petition Date. The Company has tapped Tyson M. Lomazow, Esq., and Matthew Brod, Esq., at Milbank, Tweed, Hadley & McCloy LLP as general bankruptcy counsel, Moelis & Company as financial advisor and investment banking advisor, Alvarez & Marsal as restructuring advisors, and PricewaterhouseCoopers LLP as its accountant and auditor. Eagle Bulk's noticing agent is Kurtzman Carson Consultants. Wilmington Trust (London) Limited, solely in its capacity as successor agent and security trustee under a 2012 credit agreement, is represented by Andrew Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Garrison LLP. EAGLE BULK: Wants to Hire Milbank Tweed as Attorneys ---------------------------------------------------- Eagle Bulk Shipping Inc. asks for authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Milbank, Tweed, Hadley & McCloy LLP as attorneys, nunc pro tunc to the commencement of the Chapter 11 Case. The Debtor requires Milbank Tweed to: (a) advise the Debtor with respect to its rights, powers, and duties as debtor in possession in the continued operation of its business; (b) advise and consult the Debtor on the conduct of the Chapter 11 Case, including all of the legal and administrative requirements of operating in Chapter 11; (c) advise the Debtor and take all necessary or appropriate actions at the Debtor's direction with respect to protecting and preserving the Debtor's estate, including the defense of any actions that may be commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of any objections to claims that may be filed against the Debtor's estate; (d) attend meetings and negotiate with representatives of creditors and other parties in interest, including governmental authorities, as necessary; (e) prepare all necessary or appropriate motions, applications, answers, orders, reports, and other papers necessary or otherwise beneficial to the administration of the Debtor's estate; (f) represent the Debtor in connection with obtaining authority to continue using cash collateral, post-petition financing, and exit financing; (g) advise and assist the Debtor in connection with any potential asset dispositions; (h) advise the Debtor concerning executory contract and unexpired lease assumptions, assignments, and rejections; (i) appear before the Court and any appellate courts to represent the interests of the Debtor's estate; (j) represent the Debtor in negotiations with all creditors, equity holders, and other parties in interest, including governmental authorities; (k) advise the Debtor with respect to any cross-border issues in the Chapter 11 Case; (l) take all necessary or appropriate actions in connection with the Plan and Disclosure Statement and all related documents, and such further actions as may be required in connection with the administration of the Debtor's estate; and (m) perform and advise the Debtor, as applicable, as to all other necessary legal services in connection with the Chapter 11 Case, including, without limitation, any general corporate legal services. Milbank Tweed will be paid at these hourly rates: Partners $975-$1,220 Counsel $885-$1,085 Associates $385-$820 Paraprofessionals $180-$325 Milbank Tweed will also be reimbursed for reasonable out-of-pocket expenses incurred. Since the commencement of Milbank Tweed's retention by the Debtor, the aggregate amount of payments received and expenses incurred by Milbank Tweed on behalf of the Debtor, as identified and accounted for by Milbank Tweed as of the Petition Date, was approximately $6,071,211.76. From time to time, during the period following its retention, Milbank Tweed provided the Debtor with invoices for professional fees and expenses and deducted the amount of such invoices from a retainer or was paid for such invoices directly by wire transfer. Milbank Tweed also intends to make a reasonable effort to comply with the U.S. Trustee's requests for information and additional disclosures as set forth in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. section 330 by Attorneys in Larger Chapter 11 Cases, effective as of Nov. 1, 2013 (the "Revised UST Guidelines"), both in connection with this Application and the interim and final fee applications to be filed by Milbank in this Chapter 11 Case. Tyson M. Lomazow, partner of Financial Restructuring Group of the firm Milbank Tweed, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Milbank Tweed can be reached at: Tyson M. Lomazow, Esq. MILBANK, TWEED, HADLEY & MCCLOY LLP One Chase Manhattan Plaza New York, NY 10005 Tel: (212) 530-5000 About Eagle Bulk Shipping With headquarters in New York, Eagle Bulk Shipping Inc. (Nasdaq: EGLE) provides ocean-borne transportation services for a broad range of major and minor "dry bulk" cargoes, including iron ore, coal, grain, cement, and fertilizer, along worldwide shipping routes. Each of Eagle's 45 vessels is flagged in the Marshall Islands and owned by a separate wholly-owned subsidiary organized as a limited liability company under the Marshall Islands. On Aug. 6, 2014, Eagle Bulk entered into a restructuring support agreement with certain of its lenders regarding the terms of a balance sheet restructuring that will reduce debt by $975 million. To implement the restructuring, Eagle Bulk, the parent company, commenced a voluntary "prepackaged" chapter 11 case (Bankr. S.D.N.Y. Case No. No. 14-12303). The case has been assigned to the Honorable Sean H. Lane. The Chapter 11 filing does not include any of Eagle Bulk's operating or management subsidiaries. The Company estimated $850 million to $950 million in assets and debt of $1.21 billion as of the Petition Date. The Company has tapped Tyson M. Lomazow, Esq., and Matthew Brod, Esq., at Milbank, Tweed, Hadley & McCloy LLP as general bankruptcy counsel, Moelis & Company as financial advisor and investment banking advisor, Alvarez & Marsal as restructuring advisors, and PricewaterhouseCoopers LLP as its accountant and auditor. Eagle Bulk's noticing agent is Kurtzman Carson Consultants. Wilmington Trust (London) Limited, solely in its capacity as successor agent and security trustee under a 2012 credit agreement, is represented by Andrew Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Garrison LLP. EAGLE BULK: Hires Moelis & Company as Investment Banker & Advisor ----------------------------------------------------------------- Eagle Bulk Shipping Inc. seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Moelis & Company LLC as investment banker and financial advisor, nunc pro tunc to the Aug. 6, 2014 petition date. The Debtor requires Moelis & Company to: (a) assist Milbank Tweed Hadley & McCloy LLP ("Milbank"), and the Debtor in reviewing and analyzing the Debtor 's results of operations, financial condition and business plan; (b) assist Milbank and the Debtor in reviewing and analyzing a potential Restructuring or Capital Transaction; (c) assist Milbank and the Debtor in negotiating a Restructuring or Capital Transaction; (d) advise Milbank and Eagle on the terms of securities Eagle offers in any potential Capital Transaction; (e) advise Milbank and Eagle on Eagle's preparation of an Information memorandum for a potential Capital Transaction (an "Information Memo"); and (f) provide such other financial advisory and investment banking services in connection with a Restructuring or Capital Transaction as Moelis, Milbank and the Debtor may mutually agreed upon. Moelis & Company will be paid by the following Fee Structure: -- promptly after execution of the Engagement Letter a retainer fee of $175,000 (the "Retainer Fee"). The Retainer Fee shall be offset, to the extent previously paid, against the Restructuring Fee; -- during the term of the Engagement Letter, a fee of $175,000 per month (the "Monthly Fee"), payable in advance of each month. The first Monthly Fee shall be paid immediately upon the execution of the Engagement Letter, and all subsequent Monthly Fees prior to each monthly anniversary of the date of the Engagement Letter. Whether or not a Restructuring or Capital Transaction occurs, Moelis shall earn and be paid the Monthly Fee every month during the term of the Engagement Letter. -- subject to the Monthly Fee Credit, at the closing of a Restructuring, a fee (the "Restructuring Fee") of $5,500,000. -- subject to the Monthly Fee Credit, at the closing of a Capital Transaction in which Moelis has actively assisted in the structuring and execution of such Capital Transaction, a non-refundable cash fee (the "Capital Transaction Fee") of: * 4.0% of the aggregate gross amount or face value of new capital raised in the Capital Transaction as equity, equity-linked interests, options, warrants or other rights to acquire equity interests, plus * 2.5% of the aggregate gross amount of unsecured debt obligations raised in the Capital Transaction and of any other interests not covered by clauses (iv) (a), (c) or (d) of the Engagement Letter, plus * 2.0% of the aggregate gross amount of junior secured debt obligations raised in a Capital Transaction, plus (d) subject to an aggregate cap with respect to clause 2 (a) (iv) (d) of the Engagement Letter $1,250,000, 1.0% of the aggregate gross amount of senior secured debt obligations raised in a Capital Transaction. Moelis & Company will also be reimbursed for reasonable out-of- pocket expenses incurred. According to the Debtor's books and records, during the 90-day period prior to the petition date, Moelis & Company received $735,149.17 from the Debtor for compensation and reimbursement of expenses. As of the Petition Date, the Debtor does not owe Moelis & Company any fees for services performed or expenses incurred under the Engagement Letter. Thane W. Carlston, managing director and global co-head of the Recapitalization and Restructuring Group of Moelis & Company, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Moelis & Company can be reached at: Thane W. Carlston MOELIS & COMPANY LLC 399 Park Avenue, 5th Floor New York, NY 10022 Tel: (212) 883-3800 Fax: (212) 880-4260 About Eagle Bulk Shipping With headquarters in New York, Eagle Bulk Shipping Inc. (Nasdaq: EGLE) provides ocean-borne transportation services for a broad range of major and minor "dry bulk" cargoes, including iron ore, coal, grain, cement, and fertilizer, along worldwide shipping routes. Each of Eagle's 45 vessels is flagged in the Marshall Islands and owned by a separate wholly-owned subsidiary organized as a limited liability company under the Marshall Islands. On Aug. 6, 2014, Eagle Bulk entered into a restructuring support agreement with certain of its lenders regarding the terms of a balance sheet restructuring that will reduce debt by $975 million. To implement the restructuring, Eagle Bulk, the parent company, commenced a voluntary "prepackaged" chapter 11 case (Bankr. S.D.N.Y. Case No. No. 14-12303). The case has been assigned to the Honorable Sean H. Lane. The Chapter 11 filing does not include any of Eagle Bulk's operating or management subsidiaries. The Company estimated $850 million to $950 million in assets and debt of $1.21 billion as of the Petition Date. The Company has tapped Tyson M. Lomazow, Esq., and Matthew Brod, Esq., at Milbank, Tweed, Hadley & McCloy LLP as general bankruptcy counsel, Moelis & Company as financial advisor and investment banking advisor, Alvarez & Marsal as restructuring advisors, and PricewaterhouseCoopers LLP as its accountant and auditor. Eagle Bulk's noticing agent is Kurtzman Carson Consultants. Wilmington Trust (London) Limited, solely in its capacity as successor agent and security trustee under a 2012 credit agreement, is represented by Andrew Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Garrison LLP. ENDO INT'L: S&P Puts 'BB-' CCR on CreditWatch Negative ------------------------------------------------------ Standard & Poor's Ratings Services placed its ratings on Endo International PLC, including its 'BB-' corporate credit rating, on CreditWatch with negative implications. The CreditWatch placement follows Endo's announcement of its unsolicited bid of roughly $2.2 billion for Auxilium Pharmaceuticals. "We expect the acquisition to be financed with stock, on hand cash, and debt. As of June 30, 2014, Endo had $1.4 billion of cash and investments on hand," said credit analyst Arthur Wong. "While the proposed acquisition would add a number of new and promising products to Endo's portfolio and provide a number of revenue and cost synergy opportunities, it will not likely alter our "fair" assessment of Endo's business risk profile." S&P will resolve the CreditWatch placement on Endo following its reassessment of Endo's overall financial policy, as well as the company's integration plans and synergy expectations. A potential downgrade is limited to one notch. However, even if the Auxilium acquisition is not completed, Standard & Poor's may still consider a one notch downgrade, to 'B+', given management's higher-than- expected pace of major debt financed acquisitions and financial policies that may not be compatible with our current "aggressive" financial risk profile assessment. ENERGY FUTURE: Retains Thompson & Knight as Special Tax Counsel --------------------------------------------------------------- Thompson & Knight LLP is serving as special tax counsel for certain tax-related matters to Energy Future Holdings Corp. ("EFH") in the company's ongoing bankruptcy case. The Firm is primarily responsible for (i) providing services related to certain tax issues, including, among other things: (a) the Debtors' request for a private letter ruling from the Internal Revenue Service ("IRS") and the tax issues of the related restructuring matters, (b) Texas tax issues not otherwise addressed by the Debtors' other professionals, (c) the resolution of certain historical and ongoing IRS tax controversies and (d) other discrete matters as directed by the Debtors; and (ii) providing services related to certain record retention issues. Thompson & Knight Partners Emily A. Parker, R. David Wheat, and Mary A. McNulty lead the Firm's team of tax attorneys on these matters. The Firm's tax lawyers consistently provide comprehensive tax advice to a wide range of clients in corporate tax and tax controversy matters. About Thompson & Knight Established in 1887, Thompson & Knight is a full-service firm providing legal solutions to public and private companies, governments, and individuals in all areas, including commercial and tort litigation, banking, finance, real estate, securities, mergers and acquisitions, taxation, corporate governance, creditors' rights, intellectual property, labor, environmental, and white-collar defense matters, among others. The Firm is particularly recognized for its depth of experience and capabilities on behalf of clients in the energy industry, both domestically and around the world. Thompson & Knight has been named the "Law Firm of the Year" in Oil & Gas Law in the 2011-2012 and 2013 consecutive editions of "Best Law Firms," the preeminent listing of the nation's top legal practices published by U.S. News-Best Lawyers(R). The Firm has approximately 330 attorneys with offices in Texas, California, and New York, and international offices and associations in the Americas, North Africa, and Europe. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported 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: Court Approves Hollister & Brace as Counsel ------------------------------------------------------------- Thomas P. Jeremiassen, the Chapter 11 Trustee of Estate Financial, Inc., sought and obtained permission from the Hon. Peter Carroll of the U.S. Bankruptcy Court for the Central District of California to employ Hollister & Brace, a Professional Corporation as special counsel, effective June 1, 2014. The Court ordered the employment of Susi & Gura, a Professional Corporation as special counsel to the Trustee on May 3, 2013. On June 1, 2014, the members of S&G, Peter Susi and Jonathan G. Gura, ceased practicing as S&G and joined the firm of Hollister & Brace. The Trustee sought the employment of Hollister & Brace to perform the limited services described in this application. The employment of Hollister & Brace will be for the services arising in, arising under, or related to this Chapter 11 case. Hollister & Brace will continue to perform pursuant to the terms described in the initial Application of the Chapter 11 Trustee to employ special counsel, filed by S&G on April 12, 2013. Hollister & Brace will be paid at these hourly rates: Peter Susi $475 Jonathan G. Gura $425 Legal Assistants $95 Hollister & Brace will also be reimbursed for reasonable out-of- pocket expenses incurred. Peter Susi, counsel of Hollister & Brace, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Hollister & Brace can be reached at: Peter Susi, Esq. HOLLISTER & BRACE 1126 Santa Barbara Street Santa Barbara, CA 93101 Tel: (805) 963-6711 Fax: (805) 965-0329 E-mail: psusi@hbsb.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. EVERGREEN SKILLS: S&P Assigns 'B-' Corp. Credit Rating ------------------------------------------------------ Standard & Poor's Ratings Services said it assigned its 'B-' corporate credit rating to Nashua, N.H.-based Evergreen Skills Lux S.ar.l. The outlook is stable. At the same time, S&P withdrew the 'B-' corporate credit ratings on Evergreen Skills Intermediate Lux S.ar.l., which remains as a guarantor of the first- and second-lien debt and Skillsoft Ltd. S&P also affirmed its 'B-' issue-level rating on Evergreen Skills Lux S.ar.l.'s upsized first-lien term loan, with a recovery rating of '3', indicating S&P's expectation of meaningful (50%-70%) recovery in the event of payment default. In addition, S&P affirmed its 'CCC' issue-level rating on the company's upsized second-lien term loan, with a recovery rating of '6', indicating S&P's expectation of a negligible (0%-10%) recovery in the event of a payment default. At the closing of the purchase, planned to occur this month, S&P will withdraw the 'B' corporate credit rating on Amber Holding Co. and the issue-level ratings on its debt. "The rating on Evergreen reflects the company's weak business risk profile assessment, which incorporates the company's narrow business profile and niche, albeit strong, market position in the $3.8 billion global off-the-shelf enterprise e-learning market," said Standard & Poor's credit analyst Jacob Schlanger. This is part of the broader, more than $120 billion global enterprise learning market, in which the company competes with other larger and better capitalized companies as well as with in- house training. SumTotal, which is a second-tier player in the more than $11 billion HCM market, is a global provider of strategic HCM tools, offering an integrated end-to-end HCM cloud- based services platform. The merger with SumTotal modestly improves Skillsoft's business risk position. However, the company will have to demonstrate its ability to successfully integrate the two businesses and begin to realize potential synergies. S&P views financial risk as "highly leveraged," reflecting the company's private equity ownership and pro forma leverage in excess of 12x. S&P views country risk as "very low," reflecting a high proportion of sales in North America and Europe, and industry risk as "intermediate," reflecting the company's participation in the technology software and services industry. S&P views management and governance as "fair." No modifiers affect S&P's initial 'b-' anchor score rating. The stable outlook reflects S&P's view that the company's significant recurring revenue base and consistent operating performance will enable it to preserve positive FOCF, maintain adequate liquidity, and achieve some reduction in leverage from the present high levels over the near term. Although not expected, S&P could lower the rating if performance deteriorates, resulting in negative free cash flow generation and less-than-adequate liquidity. Skillsoft's highly leveraged financial profile currently constrains the ratings upside. However, if the company sustains leverage in the mid-7x area, S&P would consider raising the rating. EXECUTIVE PARK ORTHOPEDIC: In Ch. 11 Amid Dispute With Landlords ---------------------------------------------------------------- Executive Park Orthopedic & Sports Physical Therapy sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-23258) on Sept. 2, 2014, represented by: Bruce R. Alter, Esq. ALTER & BRESCIA, LLP 550 Mamaroneck Avenue Harrison, NY 10528 Tel: (914) 670-0030 Fax: (914) 670-0031 E-mail: altergold@aol.com Judge Robert D. Drain presides over the case. Ernie Garcia, writing for Lohud.com, reported that Dr. Ivan Hernandez, the practice's owner, cited a $242,923 rent dispute with the landlord at 1034 North Broadway in Yonkers, as well as a $396,960 rent dispute with the owner of 10 West Main St. in Elmsford. EXGEN TEXAS: Moody's Affirms B1 Rating on $675MM Sr. Secured Debt ----------------------------------------------------------------- Moody's Investors Service has affirmed ExGen Texas Power, LLC's (EGTP) B1 rating on its planned $675 million senior secured term loan B due September 2021 and Ba3 rating on EGTP's planned $20 million revolving credit facility due September 2019. The rating outlook is stable. Ratings Rationale The rating affirmation reflects the 75 basis point increase in term loan pricing needed to complete the financing, which is offset to some degree by a $25 million reduction in the principal amount to $675 million. The pricing increase is above the Libor plus 400 basis points that Moody's assumed in its various rating sensitivity cases. The rating affirmation also considers the additional hedges entered into by EGTP which provides greater predictability of cash flow through 2018. Specifically, EGTP will implement a heat rate call option (HRCO) covering 1,500 megawatts (MW) on its natural gas-fired peaking units from June 2018 to September 2018 and implement a spark spread forward for an additional full year in 2018 on the Wolf Hollow combined cycle unit. Incorporating these changes into Moody's analyses, Moody's calculate a very slight diminution in the financial metrics with both cash flow from operations to total debt (FFO / Debt) and debt service coverage ratios (DSCR) continuing to score within the mid- to low-end of the 'B' range as outlined in Moody's 2012 Rating Methodology for Power Generation Projects. Proceeds from the term loan financing are expected to fund an approximate $524 million dividend to ExGen, to fund related OID, legal and closing costs, and to fund approximately $136 million into three reserve accounts for six months of debt service (approximately $25 million); sixteen (declining to twelve) months of major maintenance (approximately $76 million) and a $35 million liquidity reserve. There have been no other revisions to the project structure. For further details on the issuer and ratings rationale, please refer to Moody's press release and credit opinion dated September 3, 2014 and September 9, 2014, respectively. EGTP owns a portfolio of five electric generating assets in Texas: the 738 MW Wolf Hollow combined-cycle facility in Granbury; the 510 MW Colorado Bend combined cycle facility in Wharton; the 1,265 MW Handley natural gas-fired steam boiler in Ft. Worth; the 808 MW Mountain Creek natural gas-fired boiler in Dallas; and the 156 MW simple cycle facility in La Porte. EGTP is 100% indirectly, wholly owned by Exelon Generation Company, LLC (Exelon Generation: Baa2, stable). Exelon Generation is a wholly-owned subsidiary of Exelon Corporation (Exelon: Baa2, stable). The principal methodology used in this rating was Power Generation Projects published in December 2012. FINJAN HOLDINGS: Court of Appeals Affirms Ruling in Patent Case --------------------------------------------------------------- Finjan Holdings, Inc., provided an update on the case Finjan, Inc. v. Symantec Corp., Websense, Inc., Sophos Inc.: CAFC-13-1682 ("The Appel"). This patent infringement suit dates back to a legacy litigation filed on July 12, 2010, in the U.S. District Court for the District of Delaware against Symantec Corp., Websense, Inc., Sophos Inc., et al. During this time, two of the five defendants settled; for the three remaining defendants, Websense, Inc., Sophos Inc., and Symantec Corp., the verdict resulted in a finding of invalidity of certain asserted claims of Finjan's patents, U.S. Patent Nos. 6,092,194 and 6,480,962, and non-infringement of same, against the three parties. Finjan's Appeal Brief was filed on Dec. 10, 2013, and the Oral Argument was heard on Sept. 9, 2014. The Court of Appeals for the Federal Circuit (CAFC) issued a decision, affirming the District Court's prior ruling with no opinion, citing Federal Circuit Rule 36. Rule 36 findings by the Court do not provide any additional insight or context into the Court's decision in the case. This CAFC ruling was the most recent outcome in the process to reverse the lower Court's finding of invalidity on claims in the two patents. The two patents in question are not at issue in any of six currently pending cases in the Northern District of California, including three separate actions involving the three remaining parties in the appeal, noted previously. "While we are disappointed with the Panel's finding, we continue to believe in the Court's ability to adjudicate complicated issues in patent cases," commented Julie Mar-Spinola, VP legal operations of Finjan. "The two patents in question represent a small number - two of twenty -currently involved in our licensing and enforcement program related to Finjan's pioneering cybersecurity related technologies." Finjan has also filed patent infringement lawsuits against FireEye, Inc., Blue Coat, Inc., Websense, Inc., Sophos Inc. and Symantec Corp. relating to, collectively, more than 20 patents in the Finjan portfolio. The Company will continue to provide timely updates of important events relating to these matters on an on- going basis. The court dockets for the foregoing cases are publicly available on the Public Access to Court Electronic Records Web site, www.pacer.gov, which is operated by the Administrative Office of the U.S. Courts. About Finjan Finjan, formerly known as Converted Organics, is a leading online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. Finjan Holdings reported a net loss of $6.07 million in 2013 following net income of $50.98 million in 2012. The Company reported a net loss of $2 million on $175,000 of revenues for the three months ended March 31, 2014. The Company's balance sheet at June 30, 2014, showed $24.51 million in total assets, $2.05 million in total liabilities and $22.46 million in total stockholders' equity. FIRST MARINER: Trustee Slams Kirkland Bankruptcy Fees ----------------------------------------------------- Law360 reported that the government trustee tasked with overseeing the bankruptcy of Baltimore-based First Mariner Bancorp objected to a fee application from law firm Kirkland & Ellis LLP, saying it had billed more hours for paying itself and other professionals than almost any other work. According to the report, U.S. Trustee Judy A. Robbins said in the objection filed in Maryland federal court that more than half of the hours billed for the first period and 42 percent of the hours billed for the second period were spent filing fee applications. Stephanie Gleason, writing for Daily Bankruptcy Review, reported that Kirkland filed a nearly $100,000 bill. About First Mariner Bancorp First Mariner Bancorp, the holding company for Maryland community bank 1st Mariner, filed for Chapter 11 bankruptcy on Feb. 10, 2014, in order to sell its bank subsidiary, 1st Mariner Bank, to a new bank formed by investors. The case is In re First Mariner Bancorp, Case No. 14-11952 (D. Md.) before Judge David E. Rice. The Debtor's bankruptcy counsel is Kramer Levin Naftalis & Frankel LLP. The Debtor's local counsel is Lawrence Joseph Yumkas, Esq., at Yumkas, Vidmar & Sweeney, LLC, in Annapolis, Maryland. The Debtor's regulatory and corporate counsel is Kilpatrick Townsend & Stockton LLP. The Debtor's investment banker and financial adviser is Sandler O'Neill + Partners, L.P. The Debtor has total assets of $5.45 million and total debts of $60.52 million. FREESEAS INC: Sells M/V Free Jupiter for $12.2 Million ------------------------------------------------------ FreeSeas Inc. has sold to unrelated third parties the M/V 'Free Jupiter' for US$12,250,000 and subsequently entered into a long term bareboat charter with the vessel's new Owners. The vessel has been chartered by the Company for seven years at a rate of USD 5,325 per day on bareboat charter terms typical for this type of transaction which grant the Company the full commercial utilization of the vessel against payment of the charter rate to her Owners. In addition, the terms of the charter afford a number of purchase options during its course. An amount of USD 3,750,000 was deposited by the Company as security for the fulfillment of the terms of the charter. Mr. Ion Varouxakis, the Company's Chairman, president and CEO made the following statement: "We are pleased to announce today's transaction which releases significant liquidity and evidences the Company's ability to leverage its balance sheet at an opportune time without diluting its shareholders. The additional liquidity will provide invaluable balance sheet flexibility as part of our growth strategy moving forward, which follows the recently announced debt extinguishment and forgiveness which significantly reduced the Company's bank debt to USD 23 million from USD 90 million within the space of a few months." Mr. Varouxakis added: "The bareboat charter rate allows for significant upside from future operating earnings, especially as the market improves, while the purchase options allow participation in potential future asset appreciation. The vessel will be deployed in the spot market, which has shown recent signs of improvement." About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. FreeSeas Inc. reported a net loss of $48.70 million in 2013, a net loss of $30.88 million in 2012 and a net loss of $88.19 million in 2011. The Company's balance sheet at March 31, 2014, showed $79.78 million in total assets, $77.41 million in total liabilities, all current, and $2.37 million in total shareholders' equity. RBSM LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. These conditions among others raise substantial doubt about the Company's ability to continue as a going concern. GALENAS EDGE: Case Summary and Two Unsecured Creditors ------------------------------------------------------ Debtor: Galenas Edge Telluride, LLC 775 Baywood Drive #100 Petaluma, CA 94954 Case No.: 14-22756 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: September 17, 2014 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Sidney B. Brooks Debtor's Counsel: Christian C. Onsager, Esq. ONSAGER, GUYERSON, FLETCH, JOHNSON 1801 Broadway, Ste. 900 Denver, CO 80202 Tel: 303-512-1123 Email: consager@OGFJ-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jo Ann Claeyssens, manager. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/cob14-22756.pdf GAMESTOP CORP: Moody's Assigns 'Ba1' Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service assigned new ratings to GameStop Corp., including Ba1 corporate family and Ba1-PD probability of default ratings, a Ba1 rating on the company's proposed new $250 million senior unsecured notes, and an SGL-1 speculative grade liquidity rating. A stable outlook was also assigned. New ratings assigned include: Corporate family rating at Ba1 Probability of default rating at Ba1-PD Proposed $250 million senior unsecured notes at Ba1 (LGD 4) Speculative grade liquidity rating at SGL-1 Ratings Rationale "The new ratings are in conjunction with GameStop's proposed $250 million senior unsecured notes offering, which Moody's believe is likely to be used for sensibly-priced acquisitions," stated Moody's Vice President Charlie O'Shea. "Ratings also reflect the company's strong quantitative credit profile, which is largely investment grade, led by pro forma debt/EBITDA of around 3 times and EBITA/interest of around 5 times, as well as the company's formidable market position," added O'Shea. "The ratings also recognize the competitive landscape for the company's core gaming products, with competitors including Wal-Mart, Target, Best Buy, Amazon, and Toys "R" Us, as well as the risks involved in the company's transition into new product areas such as cell phones as a dedicated AT&T vendor, and Apple products as an authorized reseller." The Ba1 rating reflects the strength in GameStop's credit metrics, leading market position, and unique business model. The rating also reflects the company's moderate scale, international footprint, and very good liquidity. The rating is constrained over the medium to long term due to the niche market's vulnerability to product renewal cycles and new technology trends. In addition, the rating is also constrained by the risk of over-expansion in the highly fragmented mobile and consumer electronics market. The stable outlook considers the company's largely-predictable historical operating performance, and also encompasses Moody's view that while GameStop is branching out into newer concepts and products, its credit metrics can absorb a reasonable amount of potential stress. Ratings could be upgraded if GameStop maintains a conservative financial policy as relates to shareholder returns, and acquisitions and other forms of expansion are prudently priced and seamlessly integrated. Quantitatively, an upgrade could occur if debt/EBITDA were maintained below 3 times, with EBITA/interest comfortably over 5 times and RCF/net debt approached 30%. Ratings could be downgraded if any factors cause debt/EBITDA to rise above 3.5 times, EBITA/interest to fall below 4 times, or RCF/net debt to fall below 20%. The Ba1 rating on the proposed $250 million senior unsecured guaranteed notes reflects the fact that these notes represent a significant portion of the company's outstanding debt and have the support of subsidiary guarantees. The rating on these notes also considers that they are junior in the capital structure to the company's $400 million secured revolving credit facility which is unrated. The Ba1 rating on the notes also follows application of Moody's Loss Given Default methodology. The SGL-1 Speculative grade liquidity rating recognizes Moody's expectation that the company will maintain very good liquidity given its healthy cash levels and ample free cash flow. GameStop's seasonal cash shortfalls in the first half of the year is typically funded with on-hand excess cash. We expect that the company's internally generated cash flow and excess cash will be sufficient to fund its working capital and capital expenditures. GameStop completed about $260 million in share repurchases and distributed $130 million in dividends funded with excess cash in fiscal year 2013. Moody's anticipate the company will continue to return excess cash to shareholders going forward. The company's $400 million asset-based revolving credit facility expires in March 2019 and is secured by all domestic assets. Moody's do not anticipate any prolonged revolver usage over the next twelve months other than to fund seasonal working capital and minimal amounts for letters of credit. Availability under the credit agreement is subject to one financial covenant, fixed charge coverage, which is only calculated when excess availability is lesser than the greater of $30 million or 10% of the Loan Cap, as defined. The principal methodology used in this rating was the Global Retail Industry published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. GameStop Corp., headquartered in Grapevine, Texas, is the world's largest specialty retailer of video game products and PC entertainment software. In addition, the company is an Apple products reseller and authorized AT&T vendor. GameStop operates approximately 6,700 stores in 15 countries with annual revenues of about $9 billion. GAWK INC: Incurs $1.06-Mil. Net Loss for April 30 Quarter --------------------------------------------------------- Gawk Incorporated filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $1.06 million on $nil of revenue for the three months ended April 30, 2014, compared with a net loss of $34,252 on $1,572 of revenue for the same period last year. The Company's balance sheet at April 30, 2014, showed $3.85 million in total assets, $2.35 million in total liabilities and stockholders' equity of $1.5 million. The Company has an accumulated deficit of $2.59 million, cash flows used by operating activities of $1.04 million and needs additional cash to maintain its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern, according to the regulatory filing. A copy of the Form 10-Q is available at: http://is.gd/8c6b8j Gawk Incorporated, a development stage company, focuses on the online distribution of digital content. It intends to distribute full length feature films, television series, sports, documentaries, and live events through its proprietary content distribution network. The company was incorporated in 2011 and is based in Los Angeles, California. GLIMCHER REALTY: Moody's Puts B1 Preferred Stock Rating on Review ----------------------------------------------------------------- Moody's Investors Service has affirmed Washington Prime Group's (WPG) Baa2 issuer rating and revised the outlook to negative from stable, following the retail REIT's announced plans to acquire Glimcher Realty Trust (GRT) in a transaction valued at $4.3 billion including the assumption of debt. Moody's simultaneously placed Glimcher's B1 preferred stock rating on review for upgrade. The following rating was affirmed with a negative outlook: Washington Prime Group, LP -- Baa2 issuer rating The following ratings were placed on review for upgrade: Glimcher Realty Trust -- B1 preferred stock; (P)Ba2 senior unsecured shelf; (P)Ba3 subordinate shelf; (P)Ba3 junior subordinate shelf; (P)B1 preferred stock shelf Ratings Rationale Washington Prime's negative outlook reflects the expected pressure on its credit metrics as a result of its planned merger with Glimcher, a highly leveraged retail REIT. The $4.3 billion transaction will be funded via $1.1 billion of sales to Simon Property Group (GRT to directly sell two assets to SPG concurrent with the merger closing), $1.3 billion of assumed mortgage debt, $0.6 billion of WPG equity to GRT shareholders, $0.2 billion of assumed preferred stock. The remaining $1.2 billion cash portion will be funded via a combination of JVs, asset sales, and capital markets transactions. WPG has a $1.25 billion bridge commitment in place to backstop the closing. Moody's notes that the immediate financing plan will cause WPG's leverage to increase significantly upon transaction closing. Net Debt/EBITDA is expected to rise substantially, as is secured leverage due to the high proportion of mortgages in GRT's capital structure. Moody's will be monitoring the extent and pace as to which WPG will be able to de-lever and unencumber assets post closing. Moody's also notes that, as with most mergers, this acquisition poses integration risks associated with combining two corporate cultures and achieving planned synergies. Offsetting Moody's concerns about the immediate financing plan, Moody's notes that this transaction offers WPG many credit positives. First, the REIT is enhancing its overall asset quality, as Glimcher's portfolio has higher productivity, higher occupancy and lower occupancy costs as compared with WPG's existing mall portfolio. Second, WPG is increasing its size by almost 60% (as % of asset value) in a sector where scale offers significant advantages, particularly with leasing and redevelopment opportunities. Finally, WPG is gaining Glimcher's well-developed operating platform, accelerating its ability to internalize property management and other transition services still being performed by Simon. Washington Prime Group's negative outlook reflects the increase in overall leverage and secured debt that will result upon its acquisition of Glimcher. In subsequent quarters, Moody's will monitor the REIT's ability to de-lever and bring other key credit metrics to levels commensurate with its existing rating category. Glimcher's review for upgrade reflects Moody's expectation that it will upgrade and likely withdraw its preferred stock and shelf ratings once the transaction closes. Moody's does not expect to upgrade Washington Prime's rating over the intermediate term as the REIT is about to embark on integrating and financing what is a large and initially highly leveraged transaction. A downgrade would likely reflect the REIT's failure to bring Net Debt/EBITDA down closer to 6x or make progress at reducing secured leverage by year-end 2015. Fixed charge coverage below 3x would also put pressure on the rating, as would any integration or financing challenges experienced post closing. On April 21, 2014, Moody's assigned a Baa2 issuer rating with a stable outlook to Washington Prime Group, LP. On June 26, 2013, Moody's upgraded Glimcher Realty Trust's ratings (preferred stock to B1) and revised the outlook to stable from positive. Washington Prime Group (NYSE: WPG) is a retail REIT that owns and manages 96 shopping centers totaling more than 50 million square feet diversified by size, geography and tenancy. Glimcher Realty Trust (NYSE: GRT) is a retail REIT that owns material interests in and manages 28 properties with total gross leasable area totaling about 19.5 million square feet. The principal methodology used in these ratings was Global Rating Methodology for REITs and Other Commercial Property Firms published in July 2010. GLOBAL CASH: S&P Puts 'BB' CCR on CreditWatch Negative ------------------------------------------------------ Standard & Poor's Ratings Services said it placed all ratings, including the 'BB' corporate credit rating, on Global Cash Access Inc. on CreditWatch with negative implications. "The CreditWatch listing follows GCA's Sept. 8, 2014 announcement that it plans to acquire Multimedia Games Holding Co. Inc. for $1.2 billion in a debt financed transaction," said Standard & Poor's credit analyst Jenny Chang. GCA will fund the acquisition with an $800 million term loan, $400 million of senior notes, and a $50 million revolver. Pro forma for the transaction, S&P expects that the company's adjusted leverage will increase to above 6x, without synergies, from about 1.5x as of June 30, 2014. While S&P believes the acquisition will diversify GCA's revenue base and product offerings, the transaction is likely to bring meaningful integration risk as the company enters into the competitive gaming sector. The company expects to realize synergies of about $30 million, most of which will come from the elimination of public company-related expenses and other duplicative costs as well as efficiency gained through combining manufacturing assembly processes. S&P will resolve the CreditWatch listing following its review of the business and financial impact of the transaction on the company's credit profile. S&P will meet with management to discuss its integration plans, as well as its long-term financial policies. Upon completion of S&P's review, the company's corporate credit rating is likely to be in the 'B' category. GM FINANCIAL: Fitch Assigns 'BB+' Rating on EUR10-Bil. Notes ------------------------------------------------------------ Fitch Ratings has assigned a 'BB+' rating to General Motors Financial Company, Inc. (GMF) and General Motors Financial International B.V.'s (GMFI) EUR10,000,000,000 Euro medium term note (EMTN) programme. In addition, Fitch has assigned a long- term Issuer Default Rating (IDR) of 'BB+' to GMFI. The Rating Outlook is Positive. KEY RATING DRIVERS The notes issued under the EMTN programme will be senior unsecured obligations of the relevant issuer and will rank pari passu with all present and future unsecured general obligations of such issuer. The notes are expected to be unconditionally and irrevocably guaranteed by GMF and by GMF's principal operating subsidiary in the U.S., AmeriCredit Financial Services, Inc. (AFSI). Fitch will review the pricing supplements for individual issuances to determine whether a rating should be issued for each note issuance. GMFI is a finance company based in Netherlands solely established to facilitate affiliate funding. The rationale for assigning a long-term IDR of 'BB+' to GMFI is that debt issuances from GMFI will be unconditionally and irrevocably guaranteed by GMF. On Aug. 27, 2014, Fitch affirmed the IDRs of General Motors Company (GM) and GMF at 'BB+'. The Rating Outlook on both companies is Positive. The rating affirmation of GMF and its affiliates reflect the direct linkage to GM's ratings. Fitch considers GMF to be a 'core' subsidiary of GM based on actual and potential support provided to GMF from GM, increasing percentage of GMF's earning assets related to GM, and strong financial and operational linkages between the companies. The ratings also reflect GMF's seasoned management team, improving funding profile, consistent operating performance, good asset quality, and adequate capitalization and liquidity. RATING SENSITIVITIES The Positive Rating Outlook on GMF is linked to that of its parent. GMF's ratings will move in tandem with its parent. Any change in Fitch's view on whether GMF remains core to its parent could change this rating linkage with its parent. A material increase in leverage without a corresponding decrease in the risk of the portfolio, an inability to access funding for an extended period of time, and/or significant deterioration in the credit quality of the underlying loan and lease portfolio, could become restraining factors on the parent's ratings. Fitch has assigned the following ratings: General Motors Financial Company, Inc. (GMF) -- Euro medium term note programme long-term senior unsecured debt rating 'BB+'. General Motors Financial International B.V. (GMFI) -- Long-term IDR 'BB+', Positive Outlook; -- Euro medium term note programme long-term senior unsecured debt rating 'BB+'. Fitch currently rates GMF as: -- Long-term IDR at 'BB+'; -- Senior unsecured debt at 'BB+'; -- Short-term IDR at 'B'. The Rating Outlook is Positive. GM FINANCIAL: Moody's Assigns (P)Ba1 Rating on Euro Term Note ------------------------------------------------------------- Moody's Investors Service, assigned a (P)Ba1 rating to the Euro Medium Term Note Programme of General Motors Financial Company, Inc. ("GMF") and General Motors Financial International B.V. ("GMFI"). The rating outlook is stable. Ratings Rationale GMF's Euro Medium Term Notes will be issued from either GMF which has a Corporate Family Rating of Ba1 or GMFI which will receive explicit and implicit support from GMF. Issued debt from the Euro Medium Term Note Programme will be pari-passu with other senior unsecured debt that is issued by GMF. GMF's Ba1 Corporate Family Rating incorporates two notches of uplift from its ba3 Baseline Credit Assessment due to ownership and support of General Motors Company which has a senior unsecured rating of Ba1. GMF entered into a support agreement with GM on September 4th that provides increased support to GMF's credit profile and is further evidence of increased integration of the captive finance company and the manufacturing company, an ongoing process since GM's acquisition of GMF in October 2010. The rating of the Euro Medium Term Note Programme could be upgraded if GMF's ratings are upgraded. GMF's ratings could be upgraded based upon an upgrade of GM. GMF could improve its ba3 BCA if it continues to evolve its funding mix to materially reduce its reliance on secured debt, thereby decreasing encumbered asset levels, and if its level of earning assets and origination volumes continue to evolve towards a heavier concentration in GM captive businesses. Downward ratings pressure could result if GM's ratings are downgraded, if there is evidence of removal of GM financial support, if the strength of the support agreement between GM and GMF weakens, and/or if a large rating gap between GMF's BCA and GM's rating occurs. Downward movement in GMF's ba3 BCA could occur if asset quality, liquidity measures or capital materially deteriorate. GMF, a wholly owned subsidiary of GM, provides global auto finance solutions through auto dealers across North America, Europe and Latin America. The company, which reported total assets of $42.4 billion as of June 30, 2014, is headquartered in Fort Worth, Texas. The principal methodology used in these ratings was Finance Company Global Rating Methodology published in March 2012. HALYARD HEALTH: S&P Assigns BB Corp. Credit Rating; Outlook Stable ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'BB' corporate credit rating to U.S.-based medical products manufacturer Halyard Health Inc. The outlook is stable. At the same time, S&P assigned a 'BB' issue-level rating to the proposed credit facility, which consists of a $250 million revolving credit facility and a $390 million term loan B. The recovery rating is '3', indicating S&P's expectation for meaningful (50%-70%) recovery in the event of a payment default. Additionally, S&P assigned a 'B+' issue-level rating to the proposed $250 million unsecured notes, with a recovery rating of '6', indicating its expectation of negligible (0%-10%) recovery in the event of a payment default. "The rating on Halyard Health Inc. reflects the company's limited history as a standalone entity, its operations in highly competitive markets, and its below average profitability compared with other medical device companies," said credit analyst Tulip Lim. "These are the principal reasons why we consider its business risk profile to be "weak". It also reflects our expectation that leverage will decline below 3x after transaction costs and other one-time expenses roll-off. This supports our financial risk score of "intermediate"." The outlook is stable and reflects S&P's assumption that revenue growth will be flat initially and that transaction and restructuring costs will wind down by the end of 2015 such that S&P estimates leverage will decline below 3x. Upside Scenario Although unlikely over the near-term, S&P could raise the rating if the company manages the transition well and the company's business risk profile becomes more consistent with "fair". Items that could contribute to this revised viewpoint may include expansion into product categories with higher barriers to entry, accelerated revenue growth, and more stable and/or higher profitability. S&P could consider raising the rating if the company's EBITDA margin increases to the low-20% area. Downside Scenario S&P could consider lowering the rating if it believes leverage will remain above 3x. This could occur if revenue declines by a mid-single-digit rate, which S&P believes could cause margins to fall at least 200 basis points below our mid 15% expectation. Factors that could contribute to such an outcome may include increased competition, pricing pressure or setbacks related to the company's transition to a standalone company. HARBOR PLACE: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Harbor Place Development 1116 Stone Harbor Blvd Stone Harbor, NJ 08247 Case No.: 14-29030 Chapter 11 Petition Date: September 17, 2014 Court: United States Bankruptcy Court District of New Jersey (Camden) Judge: Hon. Gloria M. Burns Debtor's Counsel: Mark S Cherry, Esq. LAW OFFICE OF MARK S CHERRY 385 Kings Highway North Cherry Hill, NJ 08034 Tel: (856) 667-1234 Fax: (856) 667-8666 Email: mc@markcherrylaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Thomas Cappie, authorized individual. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. HEALTHSOUTH CORP: New $150MM Debt No Impact on Moody's Ba3 CFR -------------------------------------------------------------- Moody's Investors Service assigned a Baa3 (LGD 1) rating to HealthSouth Corporation's proposed $150 million senior secured term loan due 2019. Moody's understands that the proceeds of the term loan, along with the recently issued unsecured notes, will be used in part to fund the redemption of the remaining outstanding amount of 7.25% notes due 2018. HealthSouth's Ba3 Corporate Family Rating remains unchanged given Moody's expectation that credit metrics will not be meaningfully impacted by this transaction. The stable rating outlook is also unchanged. The following rating was assigned: $150 million senior secured term loan due 2019, Baa3 (LGD 1) The following ratings are unchanged: Corporate Family Rating, Ba3 Probability of Default Rating, Ba3-PD Senior secured revolving credit facility, Baa3 (LGD 1) 7.25% senior unsecured notes due 2018, Ba3 (LGD 4) 8.125% senior unsecured notes due 2020, Ba3 (LGD 4) 7.75% senior unsecured notes due 2022, Ba3 (LGD 4) 5.75% senior unsecured notes due 2024, Ba3 (LGD 4) Senior unsecured shelf, (P) Ba3 Speculative Grade Liquidity Rating, SGL-1 Ratings Rationale HealthSouth's Ba3 Corporate Family Rating reflects the company's moderate leverage and strong interest coverage. Moody's expects that healthy cash flow will allow Healthsouth to grow its business without the use of incremental debt. Moody's also acknowledges that HealthSouth's considerable scale in the inpatient rehabilitation sector and geographic diversification should allow the company to adjust to or mitigate payment reductions more easily than many other inpatient rehabilitation providers. However, Moody's also considers risks associated with HealthSouth's reliance on the Medicare program for a significant portion of revenue and limited services in one niche of the post- acute continuum of care. The ratings could be upgraded if HealthSouth can sustain debt to EBITDA below 3.0 times and EBITA to interest above 3.5 times. Also, the company would need to remain disciplined in regards to shareholder returns and their impact on credit metrics. Finally, Moody's would need to gain comfort around the company's high exposure to Medicare and the potential for negative reimbursement changes prior to a ratings upgrade. If Moody's expects debt to EBITDA to increase and be sustained above 4.0 times, either through unforeseen adverse developments in Medicare reimbursement, a significant debt financed acquisition, an increased appetite for debt financed shareholder initiatives, or deterioration in operating performance, the ratings could be downgraded. Headquartered in Birmingham, Alabama, HealthSouth Corporation is the largest operator of inpatient rehabilitation hospitals. As of June 30, 2014 the company operates 103 inpatient rehabilitation hospitals. The company also provides outpatient services through a network of 17 outpatient satellite clinics, located within or near the company's rehabilitation hospitals, and 25 hospital-based home health agencies. The company also manages three inpatient rehabilitation units through management contracts. The principal methodology used in this rating was 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. HEALTHSOUTH CORP: S&P Assigns 'BB+' Rating on $150MM Secured Loan ----------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB+' issue-level rating to HealthSouth's proposed $150 million senior secured loan due 2019. The recovery rating is '1', indicating S&P's expectations of very high (90%-100%) recovery in the event of default. The 'BB+' rating on the revolving credit facility, 'BB-' rating on the senior notes, and 'B-' rating on its convertible preferred stock are all unchanged. There are no changes to the recovery ratings. The outlook remains stable. The company intends to use the proceeds to refinance in part the redemption of notes due 2018. S&P's ratings on this U.S.-based provider of dialysis services reflect its "weak" business risk profile highlighted by its operation in a single line of business that relies on one source for a large percentage of its revenues. With more than 70% of its total revenues subject to Medicare reimbursement and regulatory changes for inpatient rehabilitation services, S&P views HealthSouth as vulnerable in the long term to adverse reimbursement and regulatory risks in its inpatient rehabilitation business. The ratings also reflect S&P's view of the company's "significant" financial risk profile, reflecting its expectation that leverage will remain above 3x. RATINGS LIST HealthSouth Corp. Corporate Credit Rating BB-/Stable/-- New Rating HealthSouth Corp. $150M senior secured loan due 2019 BB+ Recovery rating 1 HERON LAKE: Posts $6.8 Million Net Income in July 31 Quarter ------------------------------------------------------------ Heron Lake Bioenergy, LLC, filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $6.87 million on $39.08 million of revenues for the three months ended July 31, 2014, compared to net income of $2.64 million on $45.58 million of revenues for the same period in 2013. As of July 31, 2014, the Company had $66.70 million in total assets, $15.92 million in total liabilities and $50.77 million in total members' equity. As of July 31, 2014, the Company had cash of approximately $1.2 million and current assets of approximately $14.7 million. The Company said it was delayed in filing the Quarterly Report because it encountered unanticipated technical delays in the XBRL and Electronic Data Gathering, Analysis, and Retrieval (EDGAR) process. A full-text copy of the Form 10-Q is available for free at: http://is.gd/NDYWBC About Heron Lake Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol plant in Heron Lake, Minnesota. After completing a conversion in November 2011, the Company is now a natural gas fired ethanol plant. Its subsidiary, HLBE Pipeline Company, LLC, owns 73 percent of Agrinatural Gas, LLC, the pipeline company formed to construct, own, and operate a natural gas pipeline that provides natural gas to the Company's ethanol production facility through a connection with the natural gas pipeline facilities of Northern Border Pipeline Company in Cottonwood County, Minnesota. Its subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities at Lakefield and Wilder, Minnesota. At nameplate, the Company's ethanol plant has the capacity to process approximately 18.0 million bushels of corn each year, producing approximately 50 million gallons per year of fuel-grade ethanol and approximately 160,000 tons of distillers' grains with soluble. Heron Lake reported net income of $2.26 million on $163.76 million of revenues for the year ended Oct. 31, 2013, as compared with a net loss of $32.35 million on $168.65 million of revenues for the year ended Oct. 31, 2012. Boulay PLLP, in Minneapolis, Minnesota, issued a "going concern" qualification on the consolidated financial statements for the year ended Oct. 31, 2013. The independent auditors noted that the Company has incurred losses due to difficult market conditions and had lower levels of working capital than was desired. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "Our loan agreements with AgStar are secured by substantially all business assets and are subject to various financial and non- financial covenants that limit distributions and debt and require minimum debt service coverage, net worth, and working capital requirements. The Company was in compliance with the covenants of its loan agreements with AgStar as of October 31, 2013. In the past, the Company's failure to comply with the covenants of the master loan agreement and failure to timely pay required installments of principal has resulted in events of default under the master loan agreement, entitling AgStar to accelerate and declare due all amounts outstanding under the master loan agreement. If AgStar accelerated and declared due all amounts outstanding under the master loan agreement, the Company would not have adequate cash to repay the amounts due, resulting in a loss of control of our business or bankruptcy," the Company said in its annual report for the year ended Oct. 31, 2013. HOWREY LLP: Judge Partly Sticks to His Guns on Unfinished Biz ------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that although Jones Day, Seyfarth Shaw LLP and six other law firms had two appellate court decisions in their favor, they were still unable to persuade U.S. Bankruptcy Judge Dennis Montali in San Francisco to dismiss lawsuits brought against them by the trustee for Howrey LLP. According to the report, the suits are all based on a 1984 intermediate appellate court decision in California called Jewel v. Boxer, which held that profit earned on business left unfinished after dissolution belongs to the "old" firm, not to the newly formed firm that completed the work. The report related that, in a case involving the bankrupt law firm Heller Ehrman LLC, U.S. District Judge Charles R. Breyer reversed Montali in June, saying Jewel isn't good law and is unlikely to be followed by the California Supreme Court. New York's highest court also said in July that Jewel isn't law in the state. That decision was made in the bankruptcies of Coudert Brothers LLP and Thelen LLP, the report recalled. Basing on the two decisions, eight firms asked Judge Montali to dismiss the Howrey suits but they succeeded only in part as Judge Montali dismissed Jewel-based claims in the suits regarding partners who left before the firms dissolved but kept the suits alive with regard to partners who left the failed firms after they went out of business. One of the Howrey unfinished-business suits is Diamond v. Jones Day LLP, 13-ap-03093, U.S. Bankruptcy Court, Northern District of California (San Francisco). About Howrey LLP Three creditors filed an involuntary Chapter 7 petition (Bankr. N.D. Cal. Case No. 11-31376) on April 11, 2011, against the remnants of the Washington-based law firm Howrey LLP. The filing was in San Francisco, where the firm had an office. The firm previously was known as Howrey & Simon and Howrey Simon Arnold & White LLP. The firm at one time had more than 700 lawyers in 17 offices. The partners voted to dissolve in March 2011. The firm specialized in antitrust and intellectual-property matters. The three creditors filing the involuntary petition together have $36,600 in claims, according to their petition. The involuntary chapter 7 petition was converted to a chapter 11 case in June 2011 at the request of the firm. In its schedules filed in July, the Debtor disclosed assets of $138.7 million and liabilities of $107.0 million. Representing Citibank, the firm's largest creditor, is Kelley Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton & Garrison. Representing Howrey is H. Jason Gold, Esq., a partner at Wiley Rein. The Official Committee of Unsecured Creditors is represented in the case by Bradford F. Englander, Esq., at Whiteford, Taylor And Preston LLP. In September 2011, Citibank sought conversion of the Debtor's case to Chapter 7 or, in the alternative, appointment of a Chapter 11 Trustee. The Court entered an order appointing a Chapter 11 Trustee. In October 2011, Allan B. Diamond was named as Trustee. He is represented by Andrew Baxter Ryan, Esq., and Stephen Todd Loden, Esq., at Diamond McCarthy LLP as counsel. IMAGENETIX INC: Confirms Reorganization Plan, Exits Chapter 11 -------------------------------------------------------------- Imagenetix, Inc., on Sept. 17 disclosed that its Plan of Reorganization was confirmed and all provisions of the plan were approved by Judge Margaret Mann of the U.S. Bankruptcy Court for the Southern District of California on Sept. 10, with an effective date of Sept. 16, enabling the Company to emerge from bankruptcy as of the effective date. William P. Spencer, president of Imagenetix, stated, "I am delighted that we can now move forward with our new line of products. The successful results obtained from the reorganization already reflect an increase in shareholder value and a positive future direction. We are emerging successfully from Chapter 11 as a profitable, stronger company with a much healthier balance sheet and much of our debt satisfied or substantially reduced." Mr. Spencer went on to list some of the areas of significance obtained during the proceeding. The operations of the Company went uninterrupted during the process and profitability was accomplished each and every quarter even after taking into consideration extensive legal fees associated with the filing. The major secured creditor of the Company is being paid in full on the effectiveness of the plan. Shareholders as of the initial filing were not impacted and continue to retain their holdings. Payments to unsecured creditors are being accelerated and will be paid per the plan shortly after the effective date. All previous litigation naming Imagenetix as a defendant has been favorably resolved. Imagenetix continues to be able to prosecute already filed and yet to be filed legal actions for infringement of its rights under contract or patent law. Mr. Spencer stated that the most significant portion of the plan is the acquisition of Periodyne in exchange for common stock and warrants. Periodyne markets a new, results driven product for the promotion of periodontal health. With the successful conclusion of clinical trials revealing solid results, the product is now ready for launch to the dental market. The product will be sold to dentists and hygienists for use by their patients. In addition, Imagenetix is to share in the profits of Hope Science, a sister company of Periodyne, that markets products to the professional and animal markets. As a result of the expansion of product lines, the Company was able to obtain additional funding for the plan by selling stock and warrants to a group of individual investors. The Company was represented in its Chapter 11 reorganization by Robert E. Opera, Esq., of Winthrop Couchot Professional Corporation, a Newport Beach, California-based bankruptcy and corporate reorganization law firm. About Imagenetix Imagenetix, based in San Diego, California, is an innovator of scientifically tested, natural-based, proprietary, bioceutical products developed to enhance human health on a global basis. Imagenetix develops and formulates proprietary over-the-counter topical creams, skincare products and nutritional supplements to be marketed globally through multiple channels of distribution. In addition, the company develops patentable compounds for entering into licensing agreements with pharmaceutical partners. Imagenetix, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Cal. Case No. 12-16423) in San Diego on Dec. 17, 2012. The case is assigned to Judge Margaret M. Mann. The Debtor tapped Robert E. Opera, Esq., at Winthrop Couchot, as counsel. The Debtor estimated $100,001 to $500,000 in assets $1,000,001 to $10,000,000 in debt. INDIAN VALLEY TIMBER: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Indian Valley Timber & Stone Company 525 Harvey Drive Princeton, IL 61356 Case No.: 14-81651 Chapter 11 Petition Date: September 17, 2014 Court: United States Bankruptcy Court Central District of Illinois (Peoria) Judge: Hon. Thomas L. Perkins Debtor's Counsel: Raymond L. Huff, Esq. HUFF LAW OFFICES 4617 N Prospect Rd, Ste 22 Peoria Heights, IL 61616-6484 Tel: (309) 689-3330 Fax: (309) 691-5092 Email: Raymond.Huff@SBCGlobal.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dan C. Ellberg, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. JAC HOLDING: Moody's Assigns B3 CFR & Rates $140MM Sr. Notes B3 --------------------------------------------------------------- Moody's Investors Service assigned ratings to JAC Holding Corporation -- Corporate Family Rating at B3, and Probability of Default Rating at B3-PD. In a related action, Moody's assigned a B3 rating to JAC's new $140 million senior secured note. Proceeds from the new note loan will be used to refinance the company's existing debt, make a shareholder distribution to the company's equity sponsors (affiliates of Wynnchurch Capital, Ltd.), and pay related fees and expenses. The rating outlook is stable. Moody's assigned the following ratings to JAC Holding Corporation: Corporate Family Rating, B3; Probability of Default, B3-PD; $140 million senior secured note due 2019, B3 (LGD4); Outlook is Stable The $40 million asset-based revolving credit facility is not rated by Moody's. Ratings Rationale JAC's B3 Corporate Family Rating incorporates the company's recently improved operating performance as a result of significant cost savings actions taken in 2013 weighed by the high leverage following an aggressive shareholder dividend, the company's modest size and modest revenue growth expected over the near-term, limited revenue diversity, and exposure to highly cyclical auto sales. Following the insolvency of one of JAC's European subsidiaries in early 2012, management actions combined with improved product mix and pricing have driven EBITA margins to about 7.8% in 2013 from negative levels in 2011. While management is expected to continue with additional cost saving programs over the near-term, these actions must counter limited near-term growth opportunities resulting from reduced bidding opportunities in prior years, ongoing customer price downs, and industry cyclicality. Pro forma for the proposed recapitalization and shareholder distribution, Moody's estimates that JAC's Debt/ EBITDA for fiscal year-end 2014 will approximate 5.2x (including Moody's standard adjustments and portion of certain management add-backs). Moody's also estimates that the dividend will aggressively return a significant amount on the sponsor's investment in the company. Further, Moody's believes JAC's modest revenue base ($329 million for fiscal year 2013) may exacerbate the impact of a modest industry downturn given the company's anticipated debt interest costs. While the company maintains high customer concentrations with the top five customers representing about 81% of 2013 revenues, the company benefits from the long average relationship to these customers, at about 30 years. The stable rating outlook incorporates Moody's view that following JAC's profit improvement over recent years, the company will sustain operating performance at or slightly above the current level over the intermediate-term. Yet, this trend is weighed by the risk that the company's high leverage resulting from the aggressive shareholder return policy will limit the company's financial flexibility in the event of a downturn in automotive industry trends. JAC is expected to have an adequate liquidity profile over the near-term supported by anticipated positive free cash flow generation and availability under $40 million asset based revolving credit facility. Pro forma for the close of the transaction, JAC is expected to have about $4 million of cash on hand. Moody's believes JAC should generate nominally positive free cash flow over the near-term. The asset based revolving credit facility is expected to be unfunded at closing with about $0.5 million in outstanding letters of credit and should have ample availability to meet seasonal liquidity needs over the near-term . The primary financial covenant under the asset based revolving credit facility will be a minimum fixed cost coverage ratio that is only triggered when availability falls below certain levels which is not anticipated to occur over the near-term. Alternate liquidity will be limited as the company's largely domestic assets will secure the asset based revolving credit facility and secured note. The opportunity for a higher outlook or rating or over the intermediate term will rely on the company's ability to generate free cash flow to sustain debt/EBITDA below 4.0x and EBITA/interest expense, inclusive of restructuring charges, above 2x. Future events that have the potential to drive a lower outlook or rating include weaknesses in regional automotive production, or with one of the company's large customers or platforms, resulting in debt/EBITDA above 5x, or EBITA/interest expense approaching 1x. A weakening liquidity profile could also drive a negative rating action. The principal methodology used in this rating was Global Automotive Supplier Industry published in May 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. JAC Products, Inc., headquartered in Pontiac, MI, is a leading supplier of luggage racks to original equipment manufacturers in the automotive industry primarily in the United States. The company is owned by affiliates of Wynnchurch Capital. Ltd. The company had net sales of approximately $329 million in 2013. JWD ASSOCIATES: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: JWD Associates 924 S. Concord Rd. West Chester, PA 19382 Case No.: 14-17493 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: September 17, 2014 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Jean K. FitzSimon Debtor's Counsel: John A. Gagliardi, Esq. WETZEL GAGLIARDI & FETTER LLC 101 E. Evans Street Walnut Building - Suite A West Chester, PA 19380 Tel: (484) 887-0779 Fax: (484) 887-8763 Email: jgagliardi@wgflaw.com Total Assets: $1.70 million Total Liabilities: $0 The petition was signed by Joachim H. Nussbaumer, Winnifred J. Nussbaumer, and Dorothea R. Iverson, general partners. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. LAKSHMI HOSPITALITY: Seeks Authority to Use Cash Collateral ----------------------------------------------------------- Lakshmi Hospitality Group, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of California to use cash collateral securing its prepetition indebtedness to defray necessary and reasonable costs and expenses incurred in, and in connection with the case, the purchase of inventory and the payment of wages and utilities. The principal assets of the Debtor's Chapter 11 estates are two adjacent hotels located at 1662 and 1680 Fenton Business Court in Fenton, Missouri. The Hotels, along with all of the assets of the Estates, are encumbered by a senior priority deed of trust in favor of Enterprise Bank and Trust and a junior priority deed of trust in favor of Business Finance Corp. of St. Louis. The aggregate balance on the obligations owed to Enterprise was, as of the Petition Date, approximately $4,730,971. The Debtor said Enterprise's secured claim is protected by an equity cushion of approximately $5,000,000 and the interest of Business Finance Corp. is protected by an equity cushion of roughly $2,099,578. Tiffany L. Carroll, Acting U.S. Trustee for Region 15, asks that the Debtor identify specifically any financial institution that does not comply with Section 345 of the Bankruptcy Code and any investment practices that do not comply with Section 345. The U.S. Trustee also requests that the requirement of opening and transferring of accounts into debtor-in-possession accounts should not be waived. In the cash collateral motion, the Debtor advises that it will be making postpetition monthly payments to Enterprise in the amount of $29,552. Enterprise complained that this is not correct monthly interest and principal payment due to Enterprise as the correct postpetition interest payment is $31,781. Enterprise asserted that any interim order approving the Debtor's use of cash collateral should be modified to clearly reflect the postpetition payments to be made to Enterprise. The Debtor is represented by: J. Bennett Friedman, Esq. Stephen F. Biegenzahn, Esq. Michael Sobkowiak, Esq. FRIEDMAN LAW GROUP, P.C. 1900 Avenue of the Stars, 11th Floor Tel: (310) 552-8210 Fax: (310) 733-5442 E-mail: ifriedman@flg-law.com sbiegenzahn@flg-law.com msobkowiak@flg-law.com Enterprise is represented by: Martin A. Eliopulos, Esq. Geoffrey M. Thorne, Esq. HIGGS, FLETCHER & MACK LLP 401 West "A" Street, Suite 2600 San Diego, CA 92101-7913 E-mail: elio@higsslaw.com thorne@higgslaw.com Lakshmi Hospitality Group, LLC, owner of a hotel in Fenton, Missouri, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Cal. Case No. 14-07199) in San Diego, California, on Sept. 5, 2014. Plyush Mehta signed the petition as authorized signatory. The Debtor disclosed total assets of $12.7 million and total liabilities of $8.1 million. The case is assigned to Judge Margaret M. Mann. The Debtor has tapped J. Bennett Friedman, Esq., at Friedman Law Group, P.C., in Los Angeles, as counsel. LDK SOLAR: Units to File Prepack Bankruptcy in U.S. --------------------------------------------------- LDK Solar CO., Ltd., in provisional liquidation, together with its Joint Provisional Liquidators, Tammy Fu and Eleanor Fisher, both of Zolfo Cooper (Cayman) Limited, said Sept. 18 that three of its U.S. subsidiaries, LDK Solar USA, Inc., LDK Solar Tech USA, Inc. and LDK Solar Systems, Inc. (the "US Plan Proponents"), launched a solicitation of votes on a prepackaged plan of reorganization (the "Prepackaged Plan") from the holders of the Company's 10% Senior Notes due 2014 (the "Senior Notes"). The US Plan Proponents intend to implement the Prepackaged Plan through the commencement of chapter 11 cases. Votes on the Prepackaged Plan from the holders of Senior Note guarantee claims must be submitted to Lucid Issuer Services Limited ("Lucid") so that they are actually received no later than 12:00 p.m. (prevailing Eastern time) on October 15, 2014. Holders of Senior Notes guarantee claims who need additional information regarding the balloting process can contact Lucid at ldk@lucid-is.com or Epiq Bankruptcy Solutions, LLC, which is the U.S. Voting Agent, at +1 646-282-2500 or tabulation@epiqsystems.com (please include "LDK Solar" in the subject line). The JPLs may be reached at: Tammy Fu Eleanor Fisher ZOLFO COOPER CAYMAN LIMITED P.O. Box 1102 4th Floor, Building 3 Cayman Financial Centre Grand Cayman KY1-1102 Cayman Islands Tel: (345) 946-0081 Fax: (345) 946-0082 E-mail: tammy.fu@zolfocooper.ky eleanor.fisher@zolfocooper.ky About LDK Solar LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi- Tech Industrial Park, Xinyu City, Jiangxi Province, People's Republic of China, is a vertically integrated manufacturer of photovoltaic products, including high-quality and low-cost polysilicon, solar wafers, cells, modules, systems, power projects and solutions. LDK Solar was incorporated in the Cayman Islands on May 1, 2006, by LDK New Energy, a British Virgin Islands company wholly owned by Xiaofeng Peng, LDK's founder, chairman and chief executive officer, to acquire all of the equity interests in Jiangxi LDK Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin Industrial Limited. LDK SOLAR: Cayman Court Wants Creditors Meeting Held in October --------------------------------------------------------------- LDK Solar CO., Ltd., in provisional liquidation, together with its Joint Provisional Liquidators, Tammy Fu and Eleanor Fisher, both of Zolfo Cooper (Cayman) Limited, said Sept. 18 that the Company's application (acting by the JPLs) and its subsidiary, LDK Silicon & Chemical Technology Co., Ltd. ("LDK Silicon"), by summons dated August 29, 2014, to the Grand Court of the Cayman Islands (the "Cayman Court"), the Cayman Court made an order dated September 12, 2014 and filed on September 16, 2014 to direct the Company and LDK Silicon to convene the class meetings of the Company's creditors on October 16, 2014 (starting at 8:00 p.m.), Cayman time, and October 17, 2014 (starting at 9:00 a.m.), Hong Kong time. The Cayman Court is currently scheduled to hear the petition in respect of the schemes of arrangement on November 6, 2014, at which hearing the Cayman Court will determine whether or not to sanction the schemes of arrangement. Creditors of the Company and LDK Silicon are invited to review the Scheme Website at http://ldksolar-provisionalliquidation.comwhere further details of the schemes of arrangement may be found, including details of how to vote at the meetings, copies of the schemes of arrangement, the explanatory statement, and the solicitation packets. About LDK Solar LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi- Tech Industrial Park, Xinyu City, Jiangxi Province, People's Republic of China, is a vertically integrated manufacturer of photovoltaic products, including high-quality and low-cost polysilicon, solar wafers, cells, modules, systems, power projects and solutions. LDK Solar was incorporated in the Cayman Islands on May 1, 2006, by LDK New Energy, a British Virgin Islands company wholly owned by Xiaofeng Peng, LDK's founder, chairman and chief executive officer, to acquire all of the equity interests in Jiangxi LDK Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin Industrial Limited. LDK SOLAR: Hong Kong Court to Conduct Hearing on Sept. 23 --------------------------------------------------------- LDK Solar CO., Ltd., in provisional liquidation, together with its Joint Provisional Liquidators, Tammy Fu and Eleanor Fisher, both of Zolfo Cooper (Cayman) Limited, said Sept. 18 that the Company, together with LDK Silicon and LDK Silicon Holding Co., Limited ("LDK Silicon Holding"), previously made a filing to commence schemes of arrangement in the High Court of Hong Kong (the "Hong Kong Court"). The Hong Kong Court is currently scheduled to hear on September 23, 2014 the applications on behalf of the company, LDK Silicon and LDK Silicon Holding to convene the class meetings of creditors for the Hong Kong schemes of arrangement on or around October 17, 2014, Hong Kong time. About LDK Solar LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi- Tech Industrial Park, Xinyu City, Jiangxi Province, People's Republic of China, is a vertically integrated manufacturer of photovoltaic products, including high-quality and low-cost polysilicon, solar wafers, cells, modules, systems, power projects and solutions. LDK Solar was incorporated in the Cayman Islands on May 1, 2006, by LDK New Energy, a British Virgin Islands company wholly owned by Xiaofeng Peng, LDK's founder, chairman and chief executive officer, to acquire all of the equity interests in Jiangxi LDK Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin Industrial Limited. LIFE ENHANCEMENT: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Life Enhancement Products, Inc. 2555 Business Parkway Minden, NV 89423 Case No.: 14-51572 Chapter 11 Petition Date: September 17, 2014 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Hon. Bruce T. Beesley Debtor's Counsel: Alan R Smith, Esq. THE LAW OFFICES OF ALAN R. SMITH 505 Ridge St Reno, NV 89501 Tel: (775) 786-4579 Email: mail@asmithlaw.com Total Assets: $285,866 Total Liabilities: $1.94 million The petition was signed by Wallace Block, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nvb14-51572.pdf LONE STAR UTILITIES: Wins Confirmation of Bankruptcy Exit Plan -------------------------------------------------------------- Lone Star Utilities, LLC obtained approval of its Chapter 11 plan of reorganization, paving the way for its exit from bankruptcy protection. A copy of Bankruptcy Judge Stacey G.C. Jernigan's FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER UNDER 11 U.S.C. Sec. 1129 CONFIRMING PLAN OF REORGANIZATION, dated Sept. 14, 2014, is available at http://is.gd/ZjyMhWfrom Leagle.com. The Debtor on June 20, 2014, filed its small business Disclosure Statement and Plan of Reorganization. The Plan documents were amended on July 29, 2014. The Debtor won conditional approval of the Disclosure Statement on July 22. Kaufman County filed an Objection to Confirmation. Pursuant to an agreement by the parties, Kaufman County and the Debtor agree that the following language shall override the provisions in the Plan regarding the treatment of Kaufman County's claim contained in Article III thereby resolving Kaufman County's Objection to Confirmation: "Kaufman County is the holder of a secured claim for year 2013 ad valorem business personal property taxes and an administrative expense claim for year 2014 ad valorem business personal property taxes. Kaufman County shall receive payment of its administrative expense claim in the ordinary course of business prior to the state law delinquency date without being required to file and serve an administrative expense claim and request for payment as a condition of allowance and/or payment of its administrative expense claim pursuant to 11 U.S.C. Section 503(b)(1)(d). Kaufman County's administrative expense claim shall not be discharged. Kaufman County shall retain the liens that secure all amounts ultimately owed for tax years 2013 and 2014. Kaufman County shall receive payment of its prepetition claim in equal monthly installments that commence no later than thirty days from the Effective Date of the Plan for a term that is calculated to pay its claim in full no later than the fifth anniversary of the petition date. Thereafter, Kaufman County shall receive plan payments no later than the tenth day of each month. Kaufman County shall receive interest on its claim from the Petition Date through the Effective Date of the Plan at the state statutory rate of 1% per month pursuant to 11 U.S.C. Sections 506(b) and 511 and post- Effective Date interest of 12% per annum pursuant to 11 U.S.C. Sections 511 and 1129. In the event of a default under the Plan, Kaufman County will send notice to the parties listed in section 12.09 of the Plan via regular mail. Notwithstanding Section 12.09 of the Plan or any other Plan provision, the Reorganized Debtor shall have 15 days from the date of such notice to cure a default under the Plan. If the Reorganized Debtor fails to cure the default, notwithstanding any other provision in the Plan, Kaufman County shall be entitled to collect all amounts owed pursuant to state law and exercise all of its remedies pursuant to the Texas Property Tax Code, including, but not limited to, enforcement of its statutory liens against the Reorganized Debtor's assets, outside of the Bankruptcy Court. The Reorganized Debtor shall only be entitled to two notices of default. Upon a third event of default, Kaufman County shall be entitled to collect all amounts owed pursuant to state law and exercise all of its remedies pursuant to the Texas Property Tax Code, including, but not limited to, enforcement of its statutory liens against the Reorganized Debtor's assets, outside of the Bankruptcy Court, without further notice. Failure to timely pay postpetition taxes is an event of default under the Plan. The Texas Workforce Commission filed an Objection to Confirmation. TWC and the Debtor reached an agreement as to TWC's treatment in the Plan. Such agreement is reflected in the language contained in Article III of the Plan thereby resolving TWC's Objection to Confirmation. The Debtor also reached agreements with all Class 1-4 secured creditors and such agreements are reflected in the language contained in Article IV of the Plan. The Court held the confirmation hearing on September 9. Lone Star Utilities, LLC, based in Scurry, Texas, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 13-34302) on August 25, 2013. Judge Stacey G. Jernigan presides over the case. Courtney Jane Hull, Esq., at Coffin & Driver, PLLC, serves as the Debtor's counsel. In its petition, Lone Star estimated assets of $500,001 to $1 million, and debts of $1 million to $10 million. The petition was signed by Danny Huddleston, agent. LV PARADISE: Case Transferred to District of Nevada --------------------------------------------------- Debtor: LV Paradise II, LLC 16661 Ventura Blvd. Encino, CA 91436 Case No.: 14-16235 Chapter 11 Petition Date: June 2, 2014 Date Transferred: September 12, 2014 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. August B. Landis Debtor's Counsel: Simon Aron, Esq. WOLF, RIFKIN, SHAPIRO, SCHULMAN & RABKIN 11400 W Olympic Blvd., 9th FL Los Angeles, CA 90064 Tel: (310) 478-4100 Fax: (310) 479 1422 Email: saron@wrslawyers.com - and - Danielle A. Pham, Esq. GORDON SILVER 1888 Century Park East, Ste 1500 Los Angeles, CA 90067 Tel: (702) 765-5555 Fax: (702) 369-2666 Email: dpham@gordonsilver.com MILLER AUTO PARTS: Atlanta-Based Supplier Enters Chapter 11 ----------------------------------------------------------- Miller Auto Parts & Supply Company, Inc., an Atlanta-based supplier of brakes, batteries and alternators, sought bankruptcy protection to obtain breathing room while it plots a plan to either reorganize the business or sell the assets. "In recent months, the Debtors financial condition has deteriorated such that they will soon be unable to meet their current financial obligations as they come due in the ordinary course of business. Moreover, the Debtors' lack of liquidity has severely limited the Debtors' ability to continue the operation of their businesses. After evaluating alternatives, conducting and exhaustive sale process and consulting with their advisors and directors, the Debtors eventually concluded that it was in their best interest, and the interests of their creditors and employees, to seek protection under Chapter 11 of the Bankruptcy Code," says Randy Kulamer, CEO of Miller Auto Parts. FCC, LLC d/b/a First Capital, already owed $11.2 million, is providing up to $18 million to finance Miller Auto Parts' Chapter 11 effort. The Debtors say that funding will be used to meet ongoing obligations necessary to operate their businesses, administer their Chapter 11 estates and maintain the going concern value of their businesses as they conclude asset sales or reorganize so as to achieve the highest values possible for their creditors. First Day Motions Miller Auto Parts on the Petition Date filed motions to, among other things: -- jointly administer the Debtors' Chapter 11 cases; -- maintain its existing bank accounts; -- continue its prepetition insurance programs; -- pay prepetition sales and use taxes; -- pay prepetition wages and benefits; and -- incur postpetition secured and super-priority indebtedness. A copy of the affidavit in support of the first day motions is available for free at: http://bankrupt.com/misc/Miller_1st_Day_Affidavit.pdf About Miller Auto Parts Miller Auto Parts & Supply Company, Inc., and its affiliates are distributors of automotive parts and service equipment. The companies operate from the Johnson Industries Inc.'s headquarters in Atlanta, Georgia and have distribution operations in the southeast, northeast and on-line. The Southeastern distribution center is located in Norcross, Georgia and supports nine satellite centers across the state and supplies parts to key fleet customers across the country. Miller Auto Parts and its three subsidiaries sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014. The Debtors have sought joint administration under Lead Case No. 14- 68113. The cases are assigned to Judge Mary Grace Diehl. The Debtors have tapped Scroggins & Williamson as counsel and Logan & Co. as claims and noticing agent. MILLER AUTO PARTS: Proposes DIP Financing From First Capital ------------------------------------------------------------ Miller Auto Parts & Supply Company, Inc., and its affiliated debtors seek approval from the bankruptcy court to obtain postpetition financing from its prepetition senior secured lender FCC, LLC d/b/a First Capital. As of the Petition Date, the Debtors were indebted to First Capital in the amount of $11,195,514, inclusive of $2,500,000 in reimbursement obligations for undrawn letters of credit, contract interest, default interest, default charges, and fees, costs and expenses. The Debtors' obligations to First Capital are secured by substantially all assets of the Debtors. First Capital has agreed to provide DIP financing on these terms: * The Debtor will pay interest on the indebtedness at a rate equal to the sum of LIBOR (as published in WSJ) plus 4%, calculated on a 360 day per year basis, payable monthly in arrears. Upon an event of default, the Debtor will pay interest on the indebtedness at a rate equal to the sum of LIBOR (as published in WSJ) plus 7%, calculated on a 360 day per year basis, payable monthly in arrears. * The only additional fee is a one-time DIP facility loan origination fee of $45,000, which shall be fully earned upon entry of the Final DIP order. * The DIP Facility will mature on the occurrence of a "termination event". * The maximum loan limit under the DIP Facility is $18,000,000. * The DIP Lender is granted securities and liens, including a perfected first priority senior security interest in and lien upon all pre-and post-petition property of the Debtors, and the DIP indebtedness will have the highest administrative priority under Sec. 364(c)(1) of the Bankruptcy Code. About Miller Auto Parts Miller Auto Parts & Supply Company, Inc., and its affiliates are distributors of automotive parts and service equipment. The companies operate from the Johnson Industries Inc.'s headquarters in Atlanta, Georgia and have distribution operations in the southeast, northeast and on-line. The Southeastern distribution center is located in Norcross, Georgia and supports nine satellite centers across the state and supplies parts to key fleet customers across the country. Miller Auto Parts and its three subsidiaries sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014. The Debtors have sought joint administration under Lead Case No. 14- 68113. The cases are assigned to Judge Mary Grace Diehl. The Debtors have tapped Scroggins & Williamson as counsel and Logan & Co. as claims and noticing agent. MILLER AUTO PARTS: Taps Logan & Company as Claims Agent ------------------------------------------------------- Miller Auto Parts & Supply Company, Inc., and its affiliated debtors seek approval from the bankruptcy court to hire Logan & Company, Inc., as the official noticing and claims agent. The Debtors anticipate that there will be in excess of a thousand entities that the Debtors will be required to serve with various notices, pleadings, and other documents filed in the case. In consideration of the number of anticipated claimants and parties in interest and the nature of the Debtors' businesses, the Debtors submit that the appointment of Logan will expedite the distribution of notices and relieve the Clerk's office of the administrative burden of processing such notices. Logan will be compensated according to its usual fee arrangement, which combines an hourly fee rate with per-task charges for certain services, prepaid postage expenses, and reimbursement for reasonable out-of-pocket expenses. For consulting services, professionals at Logan will charge at these hourly rates: Discounted Category Rate -------- ---------- Senior Account Manager $245 to $325 Analyst and Project Manager $155 to $225 Technology, Telecommunication and Programming Specialist $155 to $180 Clerical and Administrative Support $55 to $85 For Web site hosting, professionals at Logan will charge at these hourly rates: Discounted Category Rate -------- ---------- Public website design & development $225 Website maintenance & updates $155 For monthly data storage, Logan will charge the Debtor $0.08 per creditor name per month. Logan will charge $85 to $225 per hour for its management call center and $50 to $225 per hour for claimant communications. Prior to the Filing Date, the Debtors provided Logan a $5,000 retainer. About Miller Auto Parts Miller Auto Parts & Supply Company, Inc., and its affiliates are distributors of automotive parts and service equipment. The companies operate from the Johnson Industries Inc.'s headquarters in Atlanta, Georgia and have distribution operations in the southeast, northeast and on-line. The Southeastern distribution center is located in Norcross, Georgia and supports nine satellite centers across the state and supplies parts to key fleet customers across the country. Miller Auto Parts and its three subsidiaries sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014. The Debtors have sought joint administration under Lead Case No. 14- 68113. The cases are assigned to Judge Mary Grace Diehl. The Debtors have tapped Scroggins & Williamson as counsel and Logan & Co. as claims and noticing agent. MJC AMERICA: Can Employ Hanson Bridgett as Special Counsel ---------------------------------------------------------- MJC America, Ltd., sought and obtained permission from the U.S. Bankruptcy Court for the Central District of California to employ Raymond Sheen and Hanson Bridgett LLP as special counsel. The Debtor requires the assistance of counsel to analyze and advise about insurance coverage issues. These include issues relating to insurance coverage for various lawsuits filed against MJC America that concern dehumidifiers sold under the Soleus Ait Systems brand name, and other related brand names, under policies issued to the Debtor and/or other entities in the retail products distribution chain. The firm's rates are: Professional Rates ------------ ----- Raymond Sheen -- rsheen@hansonbridgett.com $575/hr Miles Hoden -- mholden@hansonbridgett.com $420/hr Christine Hiler -- chiler@hansonbridgett.com $400/hr Hani Ganji -- hganji@hansonbridgett.com $320/hr Raymond Sheen, a partner of the firm, attests that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About MJC America MJC America, Ltd., doing business as Soleus Air System -- http://www.soleusair.com/-- which sells Soleus-branded air conditioners and heaters in the U.S., filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 13-39097) in Los Angeles on Dec. 10, 2013. Winston & Strawn LLP serves as special litigation counsel. MJC disclosed $14.0 million in total assets and $15.9 million in liabilities in its schedules. Accounts receivable of $9.22 million and inventory of $4.12 million comprise most of the assets. East West Bank has a scheduled secured claim of $2.1 million on a line of credit, and Hong Kong Gree Electric Appliances Sales, Ltd., is owed $4.07 million, but only $288,000 is secured. * * * The Debtor currently has the exclusive right to file a plan through Oct. 10 and to solicit acceptances exclusively for that plan through Dec. 12. MJC AMERICA: Can Employ Alan M. Insul as Special Counsel -------------------------------------------------------- MJC America, Ltd., sought and obtained permission from the U.S. Bankruptcy Court for the Central District of California to employ Alan M. Insul as special counsel to advise and/or negotiate terms of possible financing for litigation expenses. The Debtor received an expression of interest from a party who may be willing to finance the litigation or some portion of the litigation on behalf of the estate. The Debtor is considering this proposal. The Debtor seeks to employ Mr. Insul as its special counsel to assist in reviewing, advising, and/or negotiating that possible financing. Alan M. Insul assures the Court that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The Debtor does not expect to pay any compensation to Mr. Unsul other that what is set forth in the retainer agreement. The initial retainer is $7,500. About MJC America MJC America, Ltd., doing business as Soleus Air System -- http://www.soleusair.com/-- which sells Soleus-branded air conditioners and heaters in the U.S., filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 13-39097) in Los Angeles on Dec. 10, 2013. Winston & Strawn LLP serves as special litigation counsel. MJC disclosed $14.0 million in total assets and $15.9 million in liabilities in its schedules. Accounts receivable of $9.22 million and inventory of $4.12 million comprise most of the assets. East West Bank has a scheduled secured claim of $2.1 million on a line of credit, and Hong Kong Gree Electric Appliances Sales, Ltd., is owed $4.07 million, but only $288,000 is secured. * * * The Debtor currently has the exclusive right to file a plan through Oct. 10 and to solicit acceptances exclusively for that plan through Dec. 12. MOMENTIVE PERFORMANCE: First & 1.5 Lien Holders Can't Change Vote ----------------------------------------------------------------- Bankruptcy Judge Robert D. Drain issued an opinion explaining why he rejected two motions filed by representatives of certain first and 1.5 lien holders, who seek to change their votes on the Chapter 11 plan of Momentive Performance Materials Holdings Inc. and its debtor-affiliates pursuant to Bankruptcy Rule 3018. "Bbased on the exercise of my discretion and my review of the applicable case law, I conclude that there has not been a sufficient showing of cause to permit the votes to be changed," Judge Drain said. Judge Drain noted that, based on the declarations attached to the motions or admitted into evidence, it appears clear that if the motions were granted, both Class 4 and Class 5 under the plan would, instead of having rejected the plan, accept the plan. The premise of the motions is that, by having the votes changed, the movants would have the benefit of the so-called toggle or carrot-and-stick or fish-or-cut-bait or death-trap provision in the plan, in Sections 5.4, with respect to the first lien notes, and 5.5 with respect to the 1.5 lien notes, which provides that if Class 4 or 5, as the case may be, votes to accept or is presumed to have accepted the proposed plan, such class will receive payment in full in cash on account of their secured claims without any premium or make-whole amount. "The plan sections that I've referred to then go on to state that if the respective classes vote to reject the proposed plan, Classes 4 and 5 will receive replacement notes issued by Momentive Performance Materials Inc. in the amount of their allowed claim, including, if the Court so determines, a make-whole amount," Judge Drain noted. The plan was resoundingly rejected by the votes of Classes 4 and 5, comprising first and 1.5-lien noteholders, including in large respect by the same institutions that wish to change their votes at this time. As a result of that rejection, the debtors, as proponents of the plan, proceeded to seek confirmation on a cramdown basis under Section 1129(b)(1) and (2) of the Bankruptcy Code over those two classes. The Court issued a bench ruling at the conclusion of the four-day confirmation hearing which held that it would not allow, as part of the first and 1.5 lien holders' allowed claim, a make-whole claim or other premium for being paid earlier than the original maturity date of their notes, and also concluded that the plan could be confirmed, albeit with a change to the interest rate in the proposed replacement notes provided for therein. The plan has since been amended to conform to the Court's ruling with respect to the proper interest rate. "It is only in that context, and as also, I believe, implicitly clarified by Mr. Chou's declaration, which states that thereafter the trading prices of the first lien notes substantially decreased, that the movants have sought to change their votes," Judge Drain said. Judge Drain pointed out that the first and 1.5 lien holders clearly are sophisticated institutions represented by knowledgeable and sophisticated professionals. "They made the choice to vote against the plan, and I believe it would not be proper, and that they have not shown cause now, to change that vote in order to undo its consequences," he said. "I do not believe the plan's toggle or fish-or-cut-bait offer is still open. If it were, the debtors would have accepted it. Instead, I'm advised that if I were to grant the motions, rather than look to consummate the plan with the cash-out provision in it, the debtors would seek to amend the plan under Bankruptcy Rule 3019 and Section 1127 of the Bankruptcy Code. I assume, in addition, that the second lien holders who voted in favor of the plan and who are backstopping the rights offering and have various rights based on the timing of confirmation and the reasonable nature of the order confirming the plan would seek to support that attempt to amend the plan and potentially withdraw their support of the plan and the backstop of the rights offering. "The debtors and the second lien holders might or might not win, ultimately, on those attempts. And I suppose it is conceivable that they would eventually change their minds and negotiate a resolution. "On the other hand, it is crystal clear that the requested vote change is not, in effect, a consensual settlement. It is seeking to undo a choice that had originally been made. I believe that there is not sufficient cause for that result," the judge said. A copy of Judge Drain's ruling dated Sept. 17 is available at http://is.gd/DEZAdEfrom Leagle.com. Ind. Trustees May Appeal Prior to entry of the ruling, BOKF, NA, in its capacity as first lien trustee, and Wilmington Trust, National Association, in its capacity as 1.5 lien trustee, notified the Bankruptcy Court of their intention to move for a stay or other appropriate relief pending appeal if the Requisite First Lien and 1.5 Lien Noteholders' motions are denied. BOKF and Wilmington are creditors in the Chapter 11 cases of MPM Silicones, LLC, et al. BOKF is successor indenture trustee under that certain indenture dated as of Oct. 25, 2012, as supplemented by that certain supplemental indenture, dated as of Nov. 12, 2012, for the 8.875% First-Priority Senior Secured Notes due 2020 issued by Debtor Momentive Performance Materials Inc., and guaranteed by certain of the debtors. Wilmington Trust, National Association, is successor indenture trustee under that certain indenture dated as of May 25, 2012, for the 10% Senior Secured Notes due 2020 issued by MPM and guaranteed by certain of the Debtors. On Aug. 27, 2014, and Aug. 28, 2014, certain holders of the First Lien Notes and certain holders of the 1.5 Lien Notes, respectively, filed the 3018(a) motions seeking to change their votes on the Debtors' Plan from "reject" to "accept" and thereby resolve the disputes between the Debtors and the holders of the Notes over such holders' respective treatments under the Debtors' Plan. BOKF and Wilmington assert that the 3018(a) motions must be granted. In that event, the trustees would not intend to appeal the order entered by the Court confirming the Debtors' Plan. In light of the pendency of the 3018(a) motions, the trustees have therefore not yet sought a stay or other relief pending appeal of the confirmation order. The trustee said that in the event that the 3018(a) motions are denied, however, they intend to appeal the confirmation order. In the interest of clarity, the trustees accordingly file the notice to inform the Court and parties-in-interest that if the 3018(a) motions are denied, the trustees will seek a stay or other appropriate relief pending appeal of the confirmation order. Wilmington Trust is represented by: Mark R. Somerstein, Esq. Mark I. Bane, Esq. ROPES & GRAY LLP 1211 Avenue of the Americas New York, NY 10036-8704 Tel: (212) 596-9000 Fax: (212) 596-9090 Stephen Moeller-Sally, Esq. Prudential Tower 800 Boylston Street Boston, MA 02199-3600 Tel: (617) 951-7000 Fax: (617) 951-7050 About Momentive Performance Momentive Performance is one of the world's largest producers of silicones and silicone derivatives, and is a global leader in the development and manufacture of products derived from quartz and specialty ceramics. Momentive has a 70-year history, with its origins as the Advanced Materials business of General Electric Company. In 2006, investment funds affiliated with Apollo Global Management, LLC, acquired the company from GE. As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of which 46% of the Company's employees are members of a labor union or are represented by workers' councils that have collective bargaining agreements. Momentive Performance Materials Inc., Momentive Performance Materials Holdings Inc., and their affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14, 2014, with a deal with noteholders on a balance-sheet restructuring. As of Dec. 31, 2013, the Debtors had $4.114 billion of consolidated outstanding indebtedness, including payments due within the next 12 months and short-term borrowings. The Debtors said that the restructuring will eliminate $3 billion in debt. The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy counsel with regard to the filing and prosecution of these chapter 11 cases; Sidley Austin LLP as special litigation counsel; Moelis & Company LLC as financial advisor and investment banker; AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers as auditor; and Crowe Horwath LLP as benefit plan auditor. Kurtzman Carson Consultants LLC is the notice and claims agent. The U.S. Trustee for Region 2 appointed seven members to serve on the Official Committee of Unsecured Creditors of the Debtors' cases. Klee, Tuchin, Bogdanoff & Stern LLP serves as its counsel. FTI Consulting, Inc., serves as its financial advisor. Rust Consulting Omni Bankruptcy serves as its information agent. Wilmington Trust, National Association, the Trustee for the Momentive Performance Materials Inc. 10% Senior Secured Notes due 2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May 25, 2012, by and between Momentive Performance Materials Inc. and The Bank of New York Mellon Trust Company, National Association, is represented by Mark R. Somerstein, Esq., Mark I. Bane, Esq., and Stephen Moeller-Sally, Esq., at Ropes & Gray LLP. U.S. Bank National Association -- as successor Indenture Trustee under the indenture dated as of December 4, 2006, among Momentive Performance Materials Inc., the Guarantors named in the Indenture, and Wells Fargo Bank, N.A. as initial trustee, governing the 11.5% Senior Subordinated Notes due 2016 -- is represented in the case by Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L. Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan, LLP; and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at Maslon Edelman Borman & Brand, LLP. BOKF, NA -- as successor First Lien Trustee to The Bank of New York Mellon Trust Company, N.A., as trustee under an indenture dated as of October 25, 2012, for the 8.875% First-Priority Senior Secured Notes due 2020 issued by Momentive Performance Materials Inc. and guaranteed by certain of the debtors -- is represented by Michael J. Sage, Esq., Brian E. Greer, Esq., and Mauricio A. Espana, Esq., at Dechert LLP. Counsel to Apollo Global Management, LLC and certain of its affiliated funds are Ira S. Dizengoff, Esq., Philip C. Dublin, Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L. Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP. Attorneys for Ad Hoc Committee of Second Lien Noteholders are Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A. Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP. MOMENTIVE PERFORMANCE: Balks at U.S. Bank Bid to Stay Plan Order ---------------------------------------------------------------- Momentive Performance Materials Inc., et al., objected to the motion of U.S. Bank, National Association, to stay the Court's order confirming the Joint Plan of Reorganization for the Debtors. According to Momentive, the Court must deny U.S. Bank's motion for a stay because U.S. Bank cannot possibly meet its burden to show that it will suffer irreparable harm in the absence of a stay. Momentive also points out that U.S. Bank cannot show a likelihood of success on appeal, and the only public interests it put forth in its effort to justify a stay of Plan confirmation are, in fact, the private interests of U.S. Bank itself. The Debtors aver that in the event that the Court grants U.S. Bank's motion for a stay, U.S. Bank must be required to post a bond in the amount of $793 million at a minimum. Apollo Global Management, LLC and certain of its affiliated funds, filed a joinder to the Debtors' objection to U.S. Bank's motion. Apollo agreed with the positions in the stay objection and submitted the Court must (i) deny the relief requested by the motion; and (ii) reduce the automatic 14-day stay of the confirmation order provided for by Bankruptcy Rule 3020(e) to permit the Debtors to consummate the Plan immediately upon the satisfaction or waiver of the conditions precedent to the Effective Date, so long as such consummation occurs no earlier than two days after entry of the confirmation order. U.S. Bank's Motion for Stay U.S. Bank is successor Indenture Trustee under the indenture dated as of Dec. 4, 2006 governing the 11.5% Senior Subordinated Notes due 2016 issued by Momentive Performance Materials Inc. and guaranteed by its subsidiaries. As reported in the TCR on Sept. 12, 2014, Judge Robert Drain noted that the only issue as to whether the Debtors' chapter 11 plan satisfies Section 1129(b)(2)(A)(i) of the Bankruptcy Code is whether the Plan provides, as set forth in sub-clause (A)(i)(II), that the holders of the first and 1.5 lien notes will "receive on account of such claim deferred cash payments totaling the allowed amount of such claim, of a value, as of the effective date of the plan, of at least the value of such holder's interest in the estate's interest in such property." (Sub-clause (A)(i)(I) is satisfied because under the plan the first and 1.5 lien holders shall retain the liens securing their claims to the extent of their allowed secured claims. Their liens are not being diminished under the plan, and, as I have previously found, those liens will secure the allowed amount of their claims.) Whether the plan satisfies Section 1129(b)(2)(A)(i)(II) of the Code depends on the proper present value interest rate under the replacement notes to be issued to the first and 1.5 lien holders under the plan on account of their allowed claims, given that those notes will satisfy their claims over seven and seven-and-a- half years, respectively. The Debtors contend that the interest rates under the replacement notes are sufficient on a present value basis to meet the test of section 1129(b)(2)(A)(i)(II). The interest rate on the new replacement first lien notes that are proposed to be issued under the plan is the seven-year Treasury note rate plus 1.5 percent. As of Aug. 26, 2014, the date of the Court's bench ruling, that would equal an approximately 3.60 percent interest rate, based on public data issued for such Treasury notes. The proposed replacement notes for the 1.5 lien holders would have an interest rate equal to an imputed seven-and- a-half-year Treasury note (based on the weighted averaging of the rates for seven-year and ten-year Treasury notes) plus 2 percent, which as of August 26, 2014 I calculated as approximately 4.09 percent based on public data for such Treasury notes. The indenture trustees for the first and the 1.5 lien holders contend that those rates do not satisfy the present value test in section 1129(b)(2)(A)(i)(II) and argue for higher interest rates under the replacement notes based on their view of what market- based lenders would expect for new notes if the same tenor issued by comparable borrowers. According to Judge Drain, the Court clearly is not writing on a blank slate on the issue. It is governed by the principles enunciated by the plurality opinion in Till v. SCS Credit Corp., 541 U.S. 465 (2004), and, to the extent that the Court has any concerns based on Till being a plurality opinion, In re Valenti, 105 F.3d 55 (2d Cir. 1997). According to Judge Drain, the Debtors are correct in setting the interest rates on the first and 1.5 lien replacement notes premised on a base rate that is riskless, or as close to riskless as possible, plus a risk premium in the range of 1 to 3 percent, if at all, depending on the Court's assessment of the debtors' ability to fully perform the replacement notes. However, the judge questions whether the 1 to 3 percent risk premium spread over prime used in Till would be the same if instead, as here, a base rate equal to the Treasury were used. "It seems to me, then, that although the general risk factor analysis conducted by Mr. Derrough [the debtors' investment banker] was appropriate, there should be an additional amount added to the risk premium in light of the fact that the debtors used Treasury rates as the base rate. The additional increment, I believe, should be another .5 percent for the first lien replacement notes, and an additional .75 percent for the 1.5 lien replacement notes," Judge Drain said. "I believe that these adjustments adequately take into account risks inherent in the debtors' performance of the replacement notes above the essentially risk-free Treasury note base rates. Therefore, rather than being the seven-year Treasury plus 1.5 percent, equaling 3.6 as of August 26, 2014, the rate for the first lien replacement notes should be the Treasury rate plus 2 percent, for an overall rate of 4.1 percent as of such date; and the rate for the 1.5 lien replacement notes should be the imputed seven-and-a-half-year Treasury note rate plus 2.75 percent, or a 4.85 rate as of August 26, 2014. This would require an amendment to the plan, obviously, and I don't know whether the necessary parties would agree to it, but I believe that they should, because it is necessary to cram down the plan over the objection of the first and 1.5 lien holder classes." The Debtors are funding the Plan through a $600 million equity investment from second lienholders, a $1 billion first lien backup takeout facility and a bridge facility of $250 million. Apollo is represented by: Ira S. Dizengoff, Esq. Philip C. Dublin, Esq. Abid Qureshi, Esq. Deborah J. Newman, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, NY 10036 Tel: (212) 872-1000 About Momentive Performance Momentive Performance is one of the world's largest producers of silicones and silicone derivatives, and is a global leader in the development and manufacture of products derived from quartz and specialty ceramics. Momentive has a 70-year history, with its origins as the Advanced Materials business of General Electric Company. In 2006, investment funds affiliated with Apollo Global Management, LLC, acquired the company from GE. As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of which 46% of the Company's employees are members of a labor union or are represented by workers' councils that have collective bargaining agreements. Momentive Performance Materials Inc., Momentive Performance Materials Holdings Inc., and their affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14, 2014, with a deal with noteholders on a balance-sheet restructuring. As of Dec. 31, 2013, the Debtors had $4.114 billion of consolidated outstanding indebtedness, including payments due within the next 12 months and short-term borrowings. The Debtors said that the restructuring will eliminate $3 billion in debt. The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy counsel with regard to the filing and prosecution of these chapter 11 cases; Sidley Austin LLP as special litigation counsel; Moelis & Company LLC as financial advisor and investment banker; AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers as auditor; and Crowe Horwath LLP as benefit plan auditor. Kurtzman Carson Consultants LLC is the notice and claims agent. The U.S. Trustee for Region 2 appointed seven members to serve on the Official Committee of Unsecured Creditors of the Debtors' cases. Klee, Tuchin, Bogdanoff & Stern LLP serves as its counsel. FTI Consulting, Inc., serves as its financial advisor. Rust Consulting Omni Bankruptcy serves as its information agent. Wilmington Trust, National Association, the Trustee for the Momentive Performance Materials Inc. 10% Senior Secured Notes due 2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May 25, 2012, by and between Momentive Performance Materials Inc. and The Bank of New York Mellon Trust Company, National Association, is represented by Mark R. Somerstein, Esq., Mark I. Bane, Esq., and Stephen Moeller-Sally, Esq., at Ropes & Gray LLP. U.S. Bank National Association -- as successor Indenture Trustee under the indenture dated as of December 4, 2006, among Momentive Performance Materials Inc., the Guarantors named in the Indenture, and Wells Fargo Bank, N.A. as initial trustee, governing the 11.5% Senior Subordinated Notes due 2016 -- is represented in the case by Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L. Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan, LLP; and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at Maslon Edelman Borman & Brand, LLP. BOKF, NA -- as successor First Lien Trustee to The Bank of New York Mellon Trust Company, N.A., as trustee under an indenture dated as of October 25, 2012, for the 8.875% First-Priority Senior Secured Notes due 2020 issued by Momentive Performance Materials Inc. and guaranteed by certain of the debtors -- is represented by Michael J. Sage, Esq., Brian E. Greer, Esq., and Mauricio A. Espana, Esq., at Dechert LLP. Counsel to Apollo Global Management, LLC and certain of its affiliated funds are Ira S. Dizengoff, Esq., Philip C. Dublin, Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L. Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP. Attorneys for Ad Hoc Committee of Second Lien Noteholders are Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A. Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP. MONARCH COMMUNITY: EJF Capital Reports 9.8% Equity Stake -------------------------------------------------------- EJF Capital LLC and its affiliates disclosed on Sept. 16, 2014, that they beneficially owned 849,865 shares of common stock of Monarch Community Bancorp, Inc., representing 9.8 percent of the shares outstanding based on 8,660,147 shares of common stock outstanding as of July 28, 2014, as disclosed in the Company's Form 10-Q filed with the SEC on Aug. 14, 2014. A copy of the regulatory filing is available at http://is.gd/mwqQZH 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 stockholders of $741,000 in 2012 and a net loss of $353,000 in 2011. As of June 30, 2014, the Company had $188.80 million in total assets, $168.85 million in total liabilities and $19.95 million in total stockholders' equity. MORNING STAR PASTURE: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Morning Star Pasture 2531 Toulon Drive Baton Rouge, LA 70816 Case No.: 14-11189 Chapter 11 Petition Date: September 17, 2014 Court: United States Bankruptcy Court Middle District of Louisiana (Baton Rouge) Judge: Hon. Douglas D. Dodd Debtor's Counsel: Charles Fulda, IV, esq. BROUILLETTE LAW FIRM 3999 S. Sherwood Forest Blvd. Baton Rouge, LA 70816 Tel: 225-706-3333 Fax: 225-706-1524 Email: chuck@brlegalhelp.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Paul Evans managing member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. MVB HOLDING: Landlord Suit Prompted Bankruptcy Filing ----------------------------------------------------- Jeff Amy, writing for the Associated Press, reported that MVB Holding LLC, which operated the recently shuttered Margaritaville casino in Biloxi, Miss., filed for Chapter 11 bankruptcy protection Tuesday, only hours before a hearing where the landlord aimed to seize the property. The bankruptcy filing follows the casino's shutdown on Monday night. The bankruptcy freezes the state court case. According to the report, Don Dornan, a lawyer for landlord Clay Point LLC, said the company had planned to ask Harrison County Circuit Judge Michael Ward to give it control of the property in a Wednesday hearing. The report noted that Clay Point said in court papers in July that MVB hasn't paid rent since the casino opened in 2012 and owes more than $3.8 million, plus $500,000 in taxes that Clay Point had to step in and pay on Margaritaville's behalf. The report also noted that Clay Point was barricading entrances with concrete traffic barriers as MVB filed. Bob Byrd, a bankruptcy lawyer for MVB, said those barricades were later removed. Clay Point's owners include the Sims family of Hattiesburg, Gulf Central Seafood and T. Mothers Development Cos. That last company is controlled by Thomas Brosig, Margaritaville's original CEO. The report also said MVB announced in July that it would close the casino, saying it was unable to reach an agreement with Clay Point. Margaritaville's 371 employees will be paid through Friday. According to the report, Allen Godfrey, executive director of the Mississippi Gaming Commission, told the Sun Herald that agents were on site when the casino closed at 10 p.m. Monday and remained Tuesday. "It was very orderly," he said of the shutdown. Margaritaville is the second Mississippi casino to close this year, after Caesars Entertainment Corp. shuttered Harrah's Tunica Hotel & Casino in June. The report recounts that Mississippi's Gaming Commission allowed Margaritaville, a $62 million project when it opened in May 2012, to be built without a hotel. Analysts questioned its small size, leading to higher investment requirements for new casinos. That means that any new owner could have trouble getting a new casino license without substantial investment in a location isolated from Biloxi's other casinos. Margaritaville's owners had announced plans to invest another $64 million to build a 250-room hotel and overhaul the casino, the report added. MVB Holding, LLC, in Biloxi, Mississippi, filed for Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 14-51430) on Sept. 16, 2014. MVB owns the Margaritaville casino in Biloxi. Judge Katharine M. Samson presides over the case. Robert Alan Byrd, Esq., at Byrd & Wiser, serves as the Debtor's counsel. In its petition, MVB estimated $10 million to $50 million in both assets and liabilities. The petition was signed by Doug Shipley, president/CEO. NATCHEZ REGIONAL: Stalking Horse Unopposed in Bidding ----------------------------------------------------- Sherri Toub and Bill Rochelle, bankruptcy columnists for Bloomberg News, reported that Natchez Regional Medical Center, a community hospital owned by Adams County, Mississippi, intends to sell its 179-bed acute-care facility to Community Health Systems Inc. in a deal worth $18 million, after no other party submitted an acceptable bid by the Sept. 8 deadline. According to the report, Natchez and CHS intend to proceed to completion of the sale, subject to a non-appealable order confirming the debt-adjustment plan. A hearing to confirm the hospital's proposed debt-adjustment plan is scheduled for Sept. 29, the report said. 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. NATIONAL MENTOR: Moody's Places B3 CFR on Review for Upgrade ------------------------------------------------------------ Moody's Investors Service placed National Mentor Holdings, Inc.'s B3 Corporate Family Rating, B3-PD Probability of Default rating and Caa2 rating on senior unsecured notes under review for upgrade. At the same time, Moody's affirmed the B1 ratings on the senior secured credit facilities. The speculative grade liquidity rating of SGL-2 was affirmed. This rating action follows the announcement by Civitas Solutions, Inc. (National Mentor's indirect parent) that the company has priced the underwritten initial public offering and expects to receive proceeds of approximately $182 million, net of transaction fees and expenses. Moody's expects the company to use the majority of the proceeds from the offering to redeem approximately $162 million of its outstanding 12.5% senior unsecured notes. "The planned debt repayment from the IPO would reduce National Mentor's leverage to below 5.3x debt/EBITDA from the current 6.1x. This could result in a one notch upgrade of National Mentor's Corporate Family Rating to B2," commented Moody's Analyst, Daniel Gon‡alves. As the anticipated debt reduction will involve National Mentor's senior unsecured notes, the remaining debt will be predominantly comprised of senior secured credit facilities (currently rated B1), with reduced loss absorption in the form of junior debt. As such, Moody's anticipates that following a possible upgrade of the CFR to B2, the senior secured credit facilities would remain B1, at one-notch above the CFR, compared to the prior two-notch gap, reflecting the reduced loss absorption provided by the senior unsecured notes. Moody's review will incorporate the outcome of the IPO, the outlook for National Mentor's operating performance, and anticipated financial policies post IPO. Ratings placed under review for upgrade: Corporate Family Rating at B3 Probability of Default Rating at B3-PD Senior Global Notes -- Caa2 (LGD5) Ratings affirmed: Senior Secured Credit Facilities at B1 (LGD3) Speculative Grade Liquidity Rating at (SGL-2) RATING RATIONALE National Mentor's B3 Corporate Family Rating (currently under review for upgrade) reflects the company's high financial leverage, high revenue concentration among its largest states, and exposure to pressured state budgets. There is risk associated with the company's heavy reliance on funding from governmental programs as most states face fiscal challenges. However, the ratings also reflect the company's leading position in the otherwise fragmented market of home and community-based human services. The principal methodology used in this rating was Global Healthcare Service Providers published in December 2011. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Boston, MA, National Mentor Holdings, Inc. (National Mentor) through its subsidiaries, provides home and community-based health and human services to (i) individuals with intellectual or developmental disabilities ("I/DD"); (ii) persons with acquired brain injury ("ABI") and other catastrophic injuries and illness; and (iii) at-risk youth with emotional, behavioral or medically complex needs and their families ("ARY"). National Mentor is owned by private equity sponsor Vestar Capital Partners V, L.P. The company reported net revenue of approximately $1.2 billion for the twelve months ended June 30, 2014. NEW WORLD RESOURCES: Wins Foreign-Main Recognition -------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that New World Resources NV, a coal-mining and coke-production company, won recognition of its U.K. restructuring proceeding as the so-called foreign-main proceeding. According to the report, the U.K. court approved the scheme of arrangement on Sept. 5 after no objections were made. About New World Resources New World Resources N.V. is owned and controlled by New World Resources Plc, an English public limited company domiciled in the Netherlands that is admitted for trading on the London Stock Exchange, where it maintains a Premium Listing, along with the Warsaw Stock Exchange and the Prague Stock Exchange. The ultimate parent and indirect majority owner of NWR is CERCL Mining B.V., a privately-held Dutch company, which owns a controlling majority of the shares of NWR Plc. NWR's primary role in its corporate group has been to issue debt (primarily in the form of secured and unsecured notes) and to loan the corresponding proceeds to its wholly-owned operating subsidiaries. These operating subsidiaries conduct coal mining and exploration operations in the Czech Republic and Poland. The operating subsidiary conducting mining operations in the Czech Republic is critical to the local economy in that country. Collectively, these operating subsidiaries employee over 11,500 workers (and utilize an additional 3,000 contractors), and many major steel groups -- including some operating in the U.S. -- are reliant on their coal. As of July 15, 2014, NWR had outstanding gross external debt of approximately EUR825 million (exclusive of amounts it owes under certain intercompany obligations). Of this debt, EUR500 million in principal amount plus accrued interest is owed to the beneficial holders of the 7.875% Senior Secured Notes due May 1, 2018. NWR also owes EUR275 million in principal amount plus accrued interest to the beneficial holders of its 7.875% Senior Unsecured Notes due January 15, 2021. NWR applied to the Chancery Division (Companies Court) of the High Court of Justice of England and Wales, on July 28, 2014, for an order directing it to convene separate meetings for two classes of creditors only, namely, the existing senior secured noteholders on the one hand, and the existing senior unsecured noteholders. NWR filed a Chapter 15 bankruptcy petition (Bankr. S.D.N.Y. Case No. 14-12226) in Manhattan, New York on July 30, 2014, to seek recognition of the UK proceeding. Neither the Debtor's parent nor any of its operating subsidiaries have commenced insolvency proceedings in the UK Court or any other court within any jurisdiction. The U.S. case is assigned to Judge Stuart M. Bernstein. NEWLEAD HOLDINGS: Ironridge Seeks Add'l 3.8MM Settlement Shares --------------------------------------------------------------- Ironridge Global IV, Ltd., on Sept. 11, 2014, requested an additional 3,830,396 common shares of NewLead Holdings Ltd. As of that date, Ironridge had requested approximately 18.3 million shares (adjusted to reflect the 1-for-50 reverse split effective as of May 15, 2014, and the 1-for-50 reverse split effective as of July 15, 2014), approximately 7 million of which have been requested but not issued. As of July 31, 2014, Ironridge has invested $2.5 million in the Company and force funded another $2.5 million, which was immediately returned pending resolution of the arbitration, and, as disclosed to the Company by Ironridge, has sold the common shares of the Company issued to it for aggregate proceeds of $32.3 million. As of Sept. 12, 2014, the Company had approximately 42.6 million shares outstanding. A copy of the shares request transactions is available at: http://is.gd/6YasGh About NewLead Holdings Ltd. Based in Athina, Greece, NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. NewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. NewLead Holdings reported a net loss of $158.22 million on $7.34 million of operating revenues for the year ended Dec. 31, 2013, as compared with a net loss of $403.92 million on $8.92 million of operating revenues in 2012. The Company's balance sheet at Dec. 31, 2013, showed $151.33 million in total assets, $292.68 million in total liabilities and a $141.34 million total shareholders' deficit. EisnerAmper LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred a net loss, negative operating cash flows, a working capital deficiency, and shareholders' deficiency and has defaulted under its credit facility agreements. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. NII HOLDINGS: Meeting to Form Creditors' Panel Set for Sept. 29 --------------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on Sept. 29, 2014, at 10:00 a.m. in the bankruptcy case of NII Holdings, Inc., et al. The meeting will be held at: 80 Broad Street, 4th Floor New York, NY 10004 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About NII Holdings With headquarters in Reston, Virginia, NII Holdings is an international wireless operator with more than 7 million largely post-pay, business subscribers. NII Holdings and eight of its U.S. and Luxembourg domiciled subsidiaries, including NII Capital Corp. and NII International Telecom S.C.A., filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Case Nos. 14-12611 to 14-12619) on September 15, 2014, as the first step to restructuring debt obligations and improve the Company's liquidity. Judge Shelley C. Chapman presides over the case. Scott Greenberg, Esq., David G. Heiman, Esq., and Carl E. Black, Esq., at Jones Day, serve as the Debtors' counsel. Their restructuring advisors are Alvarez & Marsal North America, LLC (Attn: Byron Smyl). Their financial advisors are Rothschild, Inc.. McKinsey Recovery & Transformation Services U.S., LLC, serves as management consultants. Prime Clerk LLC serves as the Debtors' Claims and Noticing Agent. In its petition, NII Holdings said total assets were $2.88 billion and total liabilities were $3.47 billion as of June 30, 2014. The Company's consolidated balance sheet at June 30, 2014, showed $7.44 billion in total assets, $8.02 billion in total liabilities and a stockholders' deficit of $583.55 million, according to a filing with the Securities and Exchange Commission. NII HOLDINGS: Moody's Lowers Corporate Family Rating to 'Ca' ------------------------------------------------------------ Moody's Investors Service downgraded NII Holdings Inc.'s Probability of Default rating ("PDR") to D-PD from Caa2-PD, the Corporate Family rating ("CFR") to Ca from Caa2, and associated debt ratings. The downgrades follow NII's announcement on September 16, 2014 of its filing a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code to restructure its debt obligations and to improve its liquidity. NII's operating subsidiaries in Brazil, Mexico and Argentina are not part of the U.S. bankruptcy proceedings and will continue to operate on a "business as usual" basis. The rating outlook is stable, although Moody's plans to withdraw all ratings for the company over the near-term consistent with its business practice for companies operating under the purview of the bankruptcy courts wherein information flow typically becomes much more limited. Downgrades: Issuer: NII Capital Corp Senior Unsecured Regular Bond/Debenture, Downgraded to C from Caa3 Issuer: NII Holdings Inc. Probability of Default Rating, Downgraded to D-PD from Caa2-PD Corporate Family Rating, Downgraded to Ca from Caa2 Issuer: NII International Telecom S.C.A. Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3 from Caa1 Outlook Actions: Issuer: NII Capital Corp Outlook: Stable, from Negative Issuer: NII Holdings Inc. Outlook: Stable, from Negative Issuer: NII International Telecom S.C.A. Outlook: Stable, from Negative Affirmations: Issuer: NII Holdings Inc. Speculative Grade Liquidity Rating, Affirmed SGL-4 Ratings Rationale With headquarters in Reston, Virginia, NII is an international wireless operator with about 9.4 million largely post-pay subscribers in Latin America. NII had approximately $4.14 billion in consolidated operating revenue for the LTM period ended 2Q'14 generated from a subscriber base across Mexico, Brazil, Argentina, and Chile. The principal methodology used in this rating was Global Telecommunications Industry 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. PACIFIC STEEL: Sentry Insurance to Retain Policy Setoff Rights -------------------------------------------------------------- The Bankruptcy Court entered an amended an order approving Pacific Steel Casting Company's ex parte application to approve a first amendment to the asset purchase agreement in connection with the sale of all assets for $11.3 million cash plus assumption of specified liabilities to Speyside Fund LLC. The APA is amended to reflect that Sentry Insurance a Mutual Company will retain all rights of setoff and recoupment regarding all past and existing Workman's Compensation Policies and Casualty Insurance Agreements. On Aug. 22, the Court approved the first amendment to the APA for the sale of substantially all assets. PSC is authorized to complete its sale of assets to the buyer by executing, delivering and performing under the modified terms of sale reflected in the First Amendment to the APA. Sentry Insurance and Sentry Casualty opposed to the application to approve first amendment to the APA, stating that the amendment to the APA does not address Sentry's objection, specifically Sentry's rights of set-off or recoupment regarding all existing policies. It also does not recognize Sentry's rights under the policies, applicable Casualty Insurance Agreements, and bankruptcy law, to estimate the ultimate liability under the Policies, and apply any credits otherwise applicable, to reduce such liability. Amendment to APA The APA provided for PSC to transfer certain assets including arguably its workers compensation insurance policies for the 2012, 2013 and 2014 years and related rights at the closing to the Buyer. After the July 28th hearing and following service upon PSC's workers compensation carrier, Sentry Insurance, the parties were informed that Sentry would not consent to an assignment of its insurance policies to the Buyer. Sentry filed an objection on Aug. 13, 2014, on that basis. Sentry did however indicate that it would issue a new workers compensation insurance policy to the Buyer effective as of the date of closing subject to certain terms and conditions. The APA also contained certain representations and warranties by PSC regarding the status of its insurance policies, regarding the condition of the real property subject to the Lease and responsibility for funding related costs, well as certain proration provisions, the meaning and import of which was disputed by the parties. Sentry also filed a proof of claim for an unpaid prepetition audit invoice of approximately $889,000 on June 30, 2014 with respect to the 2013-2014 and other policy years after the motion to approve the APA was filed with the Court. The First Amendment further provides that Buyer will no longer assume PSC's liability for up to $1 million with respect to rebates of customer Paccar as provided in the APA. Stipulation on Closing of Sale On Aug. 28, the Debtor, Sentry Insurance, buyer Speyside Fund, LLC, and the Official unsecured Creditors Committee agreed on these matters subject to closing of the sale: 1. For the 2012 and 2013 policies, Sentry will perform the canopy adjustments in October 2014 pursuant to applicable policies. The canopy adjustments under both policies will be netted against each other with any net credit then being paid directly to the buyer. The canopy adjustment will factor in, and thus net out and extinguish, the unpaid amount of $882,775 from the prior adjustment performed under the 2012 policy year. More specifically, the canopy adjustment amount is calculated against the prefunding target to determine the amount of the credit or liability payable to or from sentry under the adjustment, and the $882,775 was never paid to Sentry and thus will not be included in the prefunding target which will result in a net reduction of $882,775 to the adjustment for the 2012 policy year. 2. for the 2014 policy, the policy will cancel upon the closing date of the acquisition. Sentry will holf the premium refund overage of $628,031 arising from the early cancellation of the 2014 policy and will apply it to the premiums dues under the new policy issued by Sentry to buyer effective on or immediately after the closing date of the acquisition. 3. Sentry will amend its proof of claim by withdrawing the 882, 775 due under the 2012 policy. On Aug. 22, the Court approved the first amendment to the APA for the sale of substantially all assets. PSC is authorized to complete its sale of assets to the buyer by executing, delivering and performing under the modified terms of sale reflected in the First Amendment to the APA. Committee's Motion to Vacate Sale Order The Committee asked that the Court enter an order vacating the order approving the sale of substantially all of the Debtor's assets entered on July 31, 2014. The Committee was concerned that certain provisions of the APA between the Debtor and the buyer could cancel the recovery to creditors. The Committee remained hopeful that a consensual resolution can be reached. As reported in the Troubled Company Reporter on Aug. 12, 2014, Sherri Toub, substituting for Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that PSC will sell the fourth-generation family-owned steel foundry for $11.3 million cash plus assumption of specified liabilities to Speyside Fund LLC. According to the report, Speyside, who was the stalking horse bidder, was named the winning bidder after Pacific Steel received no other offers. The judge in Oakland, California, approved the sale on July 31. About Pacific Steel Casting, Berkeley Properties Pacific Steel Casting Company and Berkeley Properties, LLC, separately filed Chapter 11 bankruptcy petitions (Bankr. N.D. Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014. Pacific Steel's petition was signed by Charles H. Bridges, Jr., chief financial officer and director. Michael W. Malter, Esq., at Binder & Malter, LLP serves as the Debtors' counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and balloting agent. Burr Pilger Mayer, a certified public accounting firm, serves as financial consultants. Pacific Steel makes carbon, low-alloy and stainless steel castings for U.S. and international customers, largely for heavy-duty trucks and construction equipment. Tracy Hope Davis, the United States Trustee for Region 17, appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee is represented by Ori Katz, Esq., and Michael M. Lauter, Esq., at Sheppard, Mullin, Richter & Hampton LLP. PLY GEM HOLDINGS: Selling $150MM Notes at 93.25% Issue Price ------------------------------------------------------------ Ply Gem Industries, Inc., a wholly-owned subsidiary of Ply Gem Holdings, Inc., commenced an offering of $150 million aggregate principal amount of 6.50% senior notes due 2022 at an issue price of 93.25%, plus accrued and unpaid interest, if any, according to a regulatory filing with the U.S. Securities and Exchange Commission. The New Notes will be issued under the same indenture that governs the Company's $500 million aggregate principal amount of 6.50% senior notes due 2022 that were issued on Jan. 30, 2014. The Company intends to use the proceeds from the New Notes and approximately $3.1 million of cash on hand to fund the Company's purchase of all the issued and outstanding shares of common stock of Fortune Brands Windows, Inc., for a purchase price of $130 million, to pay fees and expenses in connection with the offering of the New Notes and the Simonton Acquisition and for general corporate purposes, including the repayment of approximately $10 million of indebtedness under the Company's senior secured asset- based revolving credit facility. The closing of the offering is expected to occur on Sept. 19, 2014, and is subject to a number of conditions, including the satisfaction or waiver of all conditions to the closing of the Simonton Acquisition. About Ply Gem Based in Cary, North Carolina, Ply Gem Holdings Inc. is a diversified manufacturer of residential and commercial building products, which are sold primarily in the United States and Canada, and include a wide variety of products for the residential and commercial construction, the do-it-yourself and the professional remodeling and renovation markets. Ply Gem Holdings reported a net loss of $79.52 million in 2013, a net loss of $39.05 million in 2012 and a net loss of $84.50 million in 2011. The Company's balance sheet at June 28, 2014, showed $1.09 billion in total assets, $1.18 billion in total liabilities and a $91.43 million total stockholders' deficit. * * * In May 2010, Standard & Poor's Ratings Services raised its (unsolicited) corporate credit rating on Ply Gem to 'B-' from 'CCC+'. "The ratings upgrade reflects our expectation that the company's credit measures are likely to improve modestly over the next several quarters to levels that we would consider more in line with the 'B-' corporate credit rating," said Standard & Poor's credit analyst Tobias Crabtree at that time. PRESSURE BIOSCIENCES: Presented at Rodman and Renshaw Conference ---------------------------------------------------------------- Pressure Biosciences, Inc., presented at the Rodman and Renshaw Global Investment Conference on Sept. 10, 2014. The Company disclosed that discussions with large potential strategic partners are ongoing. The Company also mulls possible spin-off of vertical market applications. A copy of the presentation materials is available for free at: http://is.gd/bnFK6K About Pressure Biosciences Pressure BioSciences, Inc., headquartered in South Easton, Massachusetts, holds 14 United States and 10 foreign patents covering multiple applications of pressure cycling technology in the life sciences field. Pressure Biosciences reported a net loss applicable to common shareholders of $5.24 million on $1.50 million of total revenue for the year ended Dec. 31, 2013, as compared with a net loss applicable to common stockholders of $4.40 million on $1.23 million of total revenue in 2012. As of June 30, 2014, the Company had $1.48 million in total assets, $2.75 million in total liabilities, and a $1.27 million total stockholders' deficit. Marcum LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has had recurring net losses and continues to experience negative cash flows from operations. The auditors said these conditions raise substantial doubt about its ability to continue as a going concern. RAAM GLOBAL: Subsidiaries Get $85 Million Loan ---------------------------------------------- Century Exploration New Orleans, LLC, Century Exploration Houston, LLC, and Century Exploration Resources, LLC, each a wholly-owned subsidiary of RAAM Global Energy Company, entered into a Fifth Amended and Restated Credit Agreement with Wilmington Trust, National Association, as administrative agent, and certain lenders. The Subsidiaries are the borrowers under the Fifth Amended and Restated Credit Agreement and the Company guarantees their obligation thereunder. According to a regulatory filing with the U.S. Securities and Exchange Commission, the Fifth Amended and Restated Credit Agreement provides the Borrowers with an $85,000,000 term loan facility which is secured by a first lien on substantially all of the Borrowers' and the Company's real and personal property. The proceeds of the term loans incurred under the Fifth Amended and Restated Credit Agreement were or will be used by the Subsidiaries to (a) repay all expenses, fees or indemnitees outstanding under the Fourth Amended and Restated Credit Agreement dated as of Nov. 29, 2011, among the Subsidiaries, MUFG Union Bank, N.A. f/k/a Union Bank, N.A., as administrative agent, and the financial institutions from time to time party thereto as lenders (as amended), (b) finance capital expenditures associated with the Subsidiaries' oil and gas properties, (c) provide working capital for the Company's and the Subsidiaries' operations and (d) pay transaction fees and expenses incurred in connection with the transactions contemplated by the Fifth Amended and Restated Credit Agreement. The Fifth Amended and Restated Credit Agreement contains customary restrictions on, among other things the Borrowers' and the Company's ability to incur debt, grant liens on their property, make dispositions or investments, enter into mergers or issue new securities, make distributions, enter into affiliate transactions, enter into hedging contracts, amend their organizational documents and create new subsidiaries. In addition, the Fifth Amended and Restated Credit Agreement requires the Borrowers and the Company to maintain the following financial covenants as defined in the agreement: (i) a minimum Current Ratio of 1.0:1.0 as of the end of each fiscal quarter; (ii) a maximum First Lien Leverage Ratio of 2.0:1.0 as of the end of each fiscal quarter for the four immediately preceding fiscal quarters; and (iii) a minimum PDP Asset Coverage Ratio of 1.0:1.0 as of Jan. 1, 2015, and 1.1:1.0 as of April 1, 2015, July 1, 2015, Jan. 1, 2016, and July 1, 2016. A copy of the Fifth Amended and Restated Credit Agreement is available at http://is.gd/Nhxl9S About RAAM Global RAAM Global Energy Company is a privately held company engaged primarily in the exploration and development of oil and gas properties and in the resulting production and sale of natural gas, condensate and crude oil. The Company's production facilities are located in the Gulf of Mexico, offshore Louisiana and onshore Louisiana, Texas, Oklahoma, and California. As of June 30, 2014, the Company had $400.47 million in total assets, $365.56 million in total liabilties and $34.91 million in total equity. * * * As reported by the TCR on Aug. 4, 2014, Standard & Poor's Ratings Services lowered its corporate credit and senior secured ratings on exploration and production company RAAM Global Energy Co. to 'CCC+' from 'B-'. The outlook is negative. "The downgrade reflects our assessment that Lexington, Ky.-based RAAM Global Energy Co. could have difficulty refinancing its $250 million senior secured notes due October 2015 due to weak operating performance, largely due to unexpected production declines on its Yegua wells that have resulted in weakening liquidity and limited near-term growth potential," S&P said. The TCR reported on Aug. 19, 2014, that Moody's Investors Service downgraded RAAM Global Energy Company's (RAAM) Corporate Family Rating (CFR) to Caa2 from Caa1. The Caa2 CFR for RAAM primarily reflects Moody's concerns about the company's ability to refinance the senior secured notes that come due on Oct. 1, 2015, amid a period of declining production profile. REVEL AC: Sale Price Is 6% of Debt in First Chapter 11 ------------------------------------------------------ Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that if the Revel casino in Atlantic City, New Jersey, is sold for $90 million, the price will represent less than 6 percent of outstanding debt when the project first filed bankruptcy 18 months ago. To recall, Glenn Straub's Polo North Country Club Inc. signed a contract to acquire Revel's project for $90 million, unless outbid at an auction on Sept. 24. About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc. and five of its affiliates sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19, 2014, to pursue a quick sale of the assets. The Chapter 11 cases are assigned to Judge Gloria M. Burns. The Debtors' Chapter 11 cases are jointly consolidated for procedural purposes. Revel AC estimated assets ranging from $500 million to $1 billion, and the same amount of liabilities. White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors' Counsel, and Moelis & Company, LLC, is the investment banker. The Debtors' solicitation and claims agent is Alixpartners, LLP. The prepetition first lenders are represented by Cadwalader, Wickersham & Taft LLP. The prepetition second lien lenders are represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP. This is Revel AC's second trip to bankruptcy. The company first sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13- 16253) on March 25, 2013, with a prepackaged plan that reduced debt by $1.25 billion. Less than two months later on May 15, 2013, the 2013 Plan was confirmed and became effective on May 21, 2013. ROSETTA GENOMICS: Cancels Oct. 10 Annual Shareholders' Meeting -------------------------------------------------------------- The Board of Directors of Rosetta Genomics Ltd. has determined to cancel the previously scheduled annual general meeting of shareholders that was scheduled to be held on Friday, Oct. 10, 2014, due to discussions with third parties that may affect certain proposals that were to be brought before the shareholders at the meeting. Once these discussions are concluded, the Company will reschedule the annual general meeting and redistribute a new proxy statement and new proxy cards to its shareholders, the Company disclosed in a regulatory filing with the U.S. Securities and Exchange Commission. About Rosetta Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to develop and commercialize new diagnostic tests based on a recently discovered group of genes known as microRNAs. MicroRNAs are naturally expressed, or produced, using instructions encoded in DNA and are believed to play an important role in normal function and in various pathologies. The Company has established a CLIA- certified laboratory in Philadelphia, which enables the Company to develop, validate and commercialize its own diagnostic tests applying its microRNA technology. Rosetta Genomics incurred a net comprehensive loss after discontinued operations of $12.89 million on $405,000 of revenues for the year ended Dec. 31, 2013, as compared with a net comprehensive loss after discontinued operations of $10.45 million on $201,000 of revenues in 2012. As of Dec. 31, 2013, the Company had $25.88 million in total assets, $2.24 million in total liabilities and $23.63 million in total shareholders' equity. Bankruptcy Warning "We will require substantial additional funding and expect to augment our cash balance through financing transactions, including the issuance of debt or equity securities and further strategic collaborations. On December 7, 2012, we filed a shelf registration statement on Form F-3 with the SEC for the issuance of ordinary shares, various series of debt securities and/or warrants to purchase any of such securities, either individually or in units, with a total value of up to $75 million, from time to time at prices and on terms to be determined at the time of such offerings. The filing was declared effective on December 19, 2012. As of the time of the filing of this Annual Report on Form 20-F, we had sold through the Cantor Sales Agreement an aggregate of 1,559,537 of our ordinary shares for gross proceeds of $5.9 million under this shelf registration statement, leaving an aggregate of approximately $69.1 million of securities available for sale. If we need additional funding, there can be no assurance that we will be able to obtain adequate levels of additional funding on favorable terms, if at all. If adequate funds are needed and not available, we may be required to: * delay, reduce the scope of or eliminate certain research and development programs; * obtain funds through arrangements with collaborators or others on terms unfavorable to us or that may require us to relinquish rights to certain technologies or products that we might otherwise seek to develop or commercialize independently; * monetize certain of our assets; * pursue merger or acquisition strategies; or * seek protection under the bankruptcy laws of Israel and the United States," the Company stated in the 2013 Annual Report. SAN BERNARDINO, CA: Can Cut Firefighter Benefits, Judge Says ------------------------------------------------------------ Tim Reid, writing for Reuters, reported that U.S. Bankruptcy Judge Meredith Jury in California issued a tentative ruling say the city of San Bernardino, California, may impose cuts to its firefighters overtime and pension benefits in a bid to reach a bankruptcy exit plan. According to the report, the federal judge said San Bernardino was entitled to unilaterally impose benefit cuts on the city's firefighters, something their union had fiercely opposed. About San Bernardino, Calif. San Bernardino, California, filed an emergency petition for municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012. San Bernardino, a city of about 210,000 residents roughly 65 miles (104 km) east of Los Angeles, estimated assets and debts of more than $1 billion in the bare-bones bankruptcy petition. The city council voted on July 10, 2012, to file for bankruptcy. The move lets San Bernardino bypass state-required mediation with creditors and proceed directly to U.S. Bankruptcy Court. The city is represented that Paul R. Glassman, Esq., at Stradling Yocca Carlson & Rauth. San Bernardino joined two other California cities in bankruptcy: Stockton, an agricultural center of 292,000 east of San Francisco, and Mammoth Lakes, a mountain resort town of 8,200 south of Yosemite National Park. The City was granted Chapter 9 protection on Aug. 28, 2013. SEARS HOLDINGS: Loan Highlights Pressure on Cash ------------------------------------------------ Suzanne Kapner, writing for The Wall Street Journal, reported that Sears Holdings Corp. is selling off assets to raise money as its operations continue to produce red ink, but even if those sales go as planned, credit analysts say, the company could find itself short of funds by the end of 2016. To recall, Sears had agreed to borrow $400 million from the hedge fund run by Edward Lampert, the company's CEO, chairman and biggest shareholder. The loan -- which will come due in just over three months and is aimed at helping the company get through the holidays -- is backed by 25 Sears properties, the Journal related. About Sears Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve members. Sears Holdings is home to Shop Your Waytm, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full- line and specialty retail stores in the United States and Canada. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP, represented Kmart in its restructuring efforts. Its balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. Sears Holdings reported a net loss of $1.36 billion in 2013, a net loss of $930 million in 2012 and a net loss of $3.14 billion in 2011. As of Aug. 2, 2014, Sears Holdings had $16.43 billion in total assets, $15.51 billion in total liabilities and $919 million in total equity. * * * Moody's Investors Service in January 2014 downgraded Sears Holdings Corporate Family Rating to Caa1 from B3. The rating outlook is stable. The downgrade reflects the accelerating negative performance of Sears' domestic business with comparable sales falling 7.4% for the quarter to date ending January 6th, 2014 compared to the prior year. The company now expects domestic Adjusted EBITDA to decline to a range of ($80 million) to $20 million for the fourth fiscal quarter, compared with $365 million in the year prior period. For the full year, Sears expects domestic Adjusted EBITDA loss between $(308) million and $(408) million, as compared to $557 million last year. Moody's expects full year cash burn (after capital spending, interest and pension funding) to be around $1.2 billion in 2013 and we expect Sears' cash burn to remain well above $1 billion in 2014. "Operating performance for fiscal 2013 is meaningfully weaker than our previous expectations, and we expect negative trends in performance to persist into 2014" said Moody's Vice President Scott Tuhy. He added "While Sears noted improved engagement metrics for its "Shop Your Way" Rewards program, Moody's remains uncertain when these improved engagement metrics will lead to stabilization of operating performance." As reported by the TCR on March 26, 2014, Standard & Poor's Ratings Services affirmed its ratings on the Hoffman Estate, Ill.- based Sears Holdings Corp., including the 'CCC+' corporate credit rating. Fitch Ratings had downgraded its long-term Issuer Default Ratings (IDR) on Sears Holdings Corporation (Holdings) and its various subsidiary entities (collectively, Sears) to 'CC' from 'CCC', according to a TCR report dated Sept. 12, 2014. SEARS HOLDINGS: ESL to Join Capital Structure Evaluation -------------------------------------------------------- ESL Investments, Inc., and its affiliates said that they may engage in discussions with representatives of Sears Holdings Corporation regarding the assessment of Sears Holdings' capital structure, according to a regulatory filing with the U.S. Securities and Exchange Commission. Sears Holdings previously announced that it expects to work with its lenders and others to evaluate its capital structure with a goal of achieving more long-term flexibility, and may take other actions as appropriate. On Sept. 15, 2014, three subsidiaries of Sears Holdings entered into a $400 million short term loan with affiliates of ESL Investments that is secured by mortgages on certain real property of Holdings and its subsidiaries. The first $200 million of the Loan was funded at the closing on Sept. 15, 2014, and, subject to the satisfaction of certain post-closing conditions, $200 million will be funded on Sept. 30, 2014. The Loan will have an annual base interest rate of 5% and an upfront fee of 1.75% of the principal amount. The Loan is due Dec. 31, 2014, but as long as there is no event of default, may be extended at Holdings' option until Feb. 28, 2015, upon the payment of an extension fee equal to .5% of the principal amount. ESL Investments, et al., beneficially owned 51,651,744 shares of common stock of Sears Holdings Corporation representing 48.5 percent of the shares outstanding as of Sept. 15, 2014. Mr. Edward S. Lampert, Sears Holdings' chief executive officer and Chairman, is the sole stockholder, chief executive officer and director of ESL Investments. About Sears Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve members. Sears Holdings is home to Shop Your Waytm, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full- line and specialty retail stores in the United States and Canada. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP, represented Kmart in its restructuring efforts. Its balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. Sears Holdings reported a net loss of $1.36 billion in 2013, a net loss of $930 million in 2012 and a net loss of $3.14 billion in 2011. As of Aug. 2, 2014, Sears Holdings had $16.43 billion in total assets, $15.51 billion in total liabilities and $919 million in total equity. * * * Moody's Investors Service in January 2014 downgraded Sears Holdings Corporate Family Rating to Caa1 from B3. The rating outlook is stable. The downgrade reflects the accelerating negative performance of Sears' domestic business with comparable sales falling 7.4% for the quarter to date ending January 6th, 2014 compared to the prior year. The company now expects domestic Adjusted EBITDA to decline to a range of ($80 million) to $20 million for the fourth fiscal quarter, compared with $365 million in the year prior period. For the full year, Sears expects domestic Adjusted EBITDA loss between $(308) million and $(408) million, as compared to $557 million last year. Moody's expects full year cash burn (after capital spending, interest and pension funding) to be around $1.2 billion in 2013 and we expect Sears' cash burn to remain well above $1 billion in 2014. "Operating performance for fiscal 2013 is meaningfully weaker than our previous expectations, and we expect negative trends in performance to persist into 2014" said Moody's Vice President Scott Tuhy. He added "While Sears noted improved engagement metrics for its "Shop Your Way" Rewards program, Moody's remains uncertain when these improved engagement metrics will lead to stabilization of operating performance." As reported by the TCR on March 26, 2014, Standard & Poor's Ratings Services affirmed its ratings on the Hoffman Estate, Ill.- based Sears Holdings Corp., including the 'CCC+' corporate credit rating. Fitch Ratings had downgraded its long-term Issuer Default Ratings (IDR) on Sears Holdings Corporation (Holdings) and its various subsidiary entities (collectively, Sears) to 'CC' from 'CCC', according to a TCR report dated Sept. 12, 2014. SIGA TECHNOLOGIES: Enters Bankruptcy Amid Battle With PharmAthene ----------------------------------------------------------------- SIGA Technologies, Inc., contracted by the U.S. government to provide a drug that treats smallpox, sought bankruptcy protection amidst a legal dispute that could cost it $232 million. Eric A. Rose, CEO and Chairman, said in a court filing that the company has "no alternative but to seek relief under chapter 11". The company's lead product is Tecovirimat, a novel, small-molecule drug that is being delivered to the U.S. Strategic National Stockpile, under the Project BioShield Act of 2004. SIGA in 2011 signed a deal with the Biomedical Advanced Research and Development Authority, to deliver 2 million courses of Tecovirimat. SIGA has already delivered 1.3 million courses and has received $198.3 million. Another approximately 710,000 courses of Tecovirimat are eligible for delivery, which would provide SIGA revenue of $211.5 million. The company says that it is filing for protection under chapter 11 of the Bankruptcy Code because its ability to continue to function as a going concern, and to satisfy its commitment to supply Tecovirimat, has been jeopardized as a result of its pending litigation with PharmAthene. The Delaware Court of Chancery earlier found SIGA liable to PharmAthene for failing to execute a license agreement. On remand from the Delaware Supreme Court, the Court of Chancery recently reversed its earlier conclusions concerning the appropriate measure of damages and held that PharmAthene is entitled to lump sum expectation damages for its lost profits related to Tecovirimat. PharmAthene, Inc. v. SIGA Techs, Inc., Civ. Action No. 2627-VCP, 2014 WL 3974167 (Del. Ch. Aug. 8, 2014); Pharmathene, Inc. v. Siga Techs., Inc., Civ. Action No. 2627-VCP, 2014 WL 3893449 (Del. Ch. Aug. 9, 2014) Although the Court of Chancery has not yet issued a final judgment specifying the dollar amount of such damages, SIGA expects it to be substantial -- as much as $232 million (or more with post- judgment interest and attorneys' and expert fees). SIGA believes it has meritorious grounds to appeal any final judgment of the Court of Chancery. But in order to do sounder Delaware law, it must post a bond for the full amount of the damages award plus post-judgment interest through the pendency of the appeal. Posting a bond simply is not possible. In light of SIGA's inability to bond the judgment, only the automatic stay provisions under the Bankruptcy Code can prevent PharmAthene from immediately enforcing the Court of Chancery's judgment, executing on SIGA's assets, seizing its bank accounts, and effectively freezing SIGA's operations. Filing for and obtaining protection under chapter 11 is the only way to ensure that SIGA can continue to manufacture and deliver Tecovirimat to the Strategic Stockpile while SIGA appeals the Court of Chancery's damages award. In 2004 the Secretary of Homeland Security determined that smallpox presented a material threat to the U.S. population sufficient to affect national security. Notwithstanding that smallpox was declared eradicated in the late 1970s, known stocks of the virus remain and can be created in laboratories, according to Mr. Rose. "Smallpox poses a national security threat and has the potential to cause significant casualties and massive disruption of political, economic, and social infrastructures in the United States. Thus, strong efforts to reduce America's vulnerability to smallpox -- by, among other things, stockpiling SIGA's drug Tecovirimat -- are necessary to our national security." First Day Motions The Debtor on the Petition Date filed motions to: -- extend the deadline to file schedules of assets and liabilities and statement of financial affairs; -- grant administrative expense status to obligations arising from the postpetition delivery of goods and services; -- continue using its cash management system; -- pay prepetition wages and benefits; -- pay prepetition claims of critical vendors; -- implement procedures for treatment of reclamation claims; -- establish procedures for assertion of claims pursuant to 11 U.S.C. Sec. 503(b)(9); -- continue its insurance programs; -- pay prepetition taxes and assessments; -- grant adequate assurance of payment to utilities; A hearing on the first-day motions was slated for Sept. 17. The Debtor has not filed a motion to use cash collateral or access DIP financing. SIGA says it intends to continue operations in chapter 11 and has adequate liquidity to do so. As of Aug. 31, 2014, SIGA's cash and investment balance was approximately $110 million. About SIGA Technologies Publicly held SIGA Technologies, Inc., with headquarters in Madison Avenue, New York, is a biotech/pharmaceutical company that specializes in the development and commercialization of solutions for serious unmet medical needs and biothreats. SIGA's lead product is Tecovirimat, also known as ST-246, an orally administered antiviral drug that targets orthopoxviruses. SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is assigned to Judge Sean H. Lane. The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and Prime Clerk LLC as claims agent. According to the docket, the schedules of assets and liabilities and the statement of financial affairs are due Sept. 30, 2014. The Debtor's Chapter 11 plan and disclosure statement are due Jan. 14, 2015. The initial case conference is due by Oct. 16, 2014. As of June 30, 2014, SIGA reported consolidated assets and liabilities of $209 million and $198 million, respectively. The amount of reported liabilities does not include any amount attributable to the lawsuit filed by PharmAthene, Inc. A total of $2.50 million is outstanding on a secured term loan with General Electric Capital Corp. Trade payables total $3.3 million. SIGA TECHNOLOGIES: Wants Schedule Deadline Moved to Oct. 30 ----------------------------------------------------------- SIGA Technologies, Inc., asks the bankruptcy court to extend by 30 days until Oct. 30, 2014, the period to file its (i) schedules of assets and liabilities, (ii) schedule of executory contracts and unexpired leases, and (iii) statement of financial affairs. The Debtor says its primary focus thus far has been on filing the case and assuring a smooth transition into chapter 11. Given the amount of work entailed in completing the schedules in 14 days and the competing demands on the Debtor's employees and professionals to address operational and other issues during the initial postpetition period, the Debtor likely will not be able to properly and accurately complete the schedules within the required 14-day time period. About SIGA Technologies Publicly held SIGA Technologies, Inc., with headquarters in Madison Avenue, New York, is a biotech/pharmaceutical company that specializes in the development and commercialization of solutions for serious unmet medical needs and biothreats. SIGA's lead product is Tecovirimat, also known as ST-246, an orally administered antiviral drug that targets orthopoxviruses. SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is assigned to Judge Sean H. Lane. The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and Prime Clerk LLC as claims agent. According to the docket, the schedules of assets and liabilities and the statement of financial affairs are due Sept. 30, 2014. The Debtor's Chapter 11 plan and disclosure statement are due Jan. 14, 2015. The initial case conference is due by Oct. 16, 2014. As of June 30, 2014, SIGA reported consolidated assets and liabilities of $209 million and $198 million, respectively. The amount of reported liabilities does not include any amount attributable to the lawsuit filed by PharmAthene, Inc. A total of $2.50 million is outstanding on a secured term loan with General Electric Capital Corp. Trade payables total $3.3 million. SIGA TECHNOLOGIES: Proposes to Pay Claims of Critical Vendors ------------------------------------------------------------- SIGA Technologies, Inc., seeks approval from the bankruptcy court to pay some or all of the prepetition obligations of certain of its vendors, suppliers, service providers, and similar entities that are essential to maintaining the going concern value of the Debtor's enterprise. The Debtor estimates that the aggregate amount owed to critical vendors for goods delivered or services provided during the period before the Commencement Date could be $900,000. The Debtor proposes to pay the claims of each critical vendor that agrees, to the Debtor's satisfaction, to continue to supply goods or services to the Debtor on terms similar to those in effect prior to the Petition Date or on such other terms individually agreed to between the Debtor and the critical vendor that the Debtor deems acceptable. About SIGA Technologies Publicly held SIGA Technologies, Inc., with headquarters in Madison Avenue, New York, is a biotech/pharmaceutical company that specializes in the development and commercialization of solutions for serious unmet medical needs and biothreats. SIGA's lead product is Tecovirimat, also known as ST-246, an orally administered antiviral drug that targets orthopoxviruses. SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is assigned to Judge Sean H. Lane. The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and Prime Clerk LLC as claims agent. According to the docket, the schedules of assets and liabilities and the statement of financial affairs are due Sept. 30, 2014. The Debtor's Chapter 11 plan and disclosure statement are due Jan. 14, 2015. The initial case conference is due by Oct. 16, 2014. As of June 30, 2014, SIGA reported consolidated assets and liabilities of $209 million and $198 million, respectively. The amount of reported liabilities does not include any amount attributable to the lawsuit filed by PharmAthene, Inc. A total of $2.50 million is outstanding on a secured term loan with General Electric Capital Corp. Trade payables total $3.3 million. SIGA TECHNOLOGIES: Bankruptcy Court Approves "First-Day Motions" ---------------------------------------------------------------- SIGA Technologies, Inc., on Sept. 17 disclosed that it has received Bankruptcy Court approval of "first-day" motions that it filed on September 16, 2014, the date on which it filed a voluntary petition for relief under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The approval of these "first- day" motions by the Bankruptcy Court will assure that SIGA's operations will continue seamlessly in chapter 11 and that it will be business as usual. Dr. Eric A. Rose, Chairman and Chief Executive Officer of SIGA Technologies, said, "SIGA's chapter 11 case is proceeding very smoothly. We are performing all of our commercial and development activities fully and on an uninterrupted basis, and we have adequate cash and resources to satisfy all of our contractual commitments." About SIGA Technologies Publicly held SIGA Technologies, Inc., with headquarters in Madison Avenue, New York, is a biotech/pharmaceutical company that specializes in the development and commercialization of solutions for serious unmet medical needs and biothreats. SIGA's lead product is Tecovirimat, also known as ST-246, an orally administered antiviral drug that targets orthopoxviruses. SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is assigned to Judge Sean H. Lane. The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and Prime Clerk LLC as claims agent. According to the docket, the schedules of assets and liabilities and the statement of financial affairs are due Sept. 30, 2014. The Debtor's Chapter 11 plan and disclosure statement are due Jan. 14, 2015. The initial case conference is due by Oct. 16, 2014. As of June 30, 2014, SIGA reported consolidated assets and liabilities of $209 million and $198 million, respectively. The amount of reported liabilities does not include any amount attributable to the lawsuit filed by PharmAthene, Inc. A total of $2.50 million is outstanding on a secured term loan with General Electric Capital Corp. Trade payables total $3.3 million. SIMMONS FOODS: S&P Affirms 'B-' Corp. Credit Rating --------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B-' corporate credit rating ratings on Siloam Springs, Ark.-based Simmons Foods Inc. The outlook is stable. At the same time, S&P assigned the company's proposed $415 million second-lien notes maturing 2021 its 'CCC+' rating (one notch below the corporate credit rating), with a recovery rating of '5', indicating S&P's expectations for modest (10%-30%) recovery in the event of a payment default. S&P expects the company to use proceeds of this issuance to repay debt (including the outstanding $315 million of second-lien notes), pay a dividend, and pay fees and expenses. Concurrently, S&P raised its existing issue-level ratings on the company's $315 million second-lien notes to 'CCC+' from 'CCC', and revised the recovery rating to '5' from '6'. The higher ratings primarily reflect an increase in our enterprise value at default to reflect the company's improved earnings base and better anticipated pet food operations at emergence. S&P will withdraw the ratings on the $315 million second-lien notes upon their redemption. "We believe the company will maintain its improved operating performance in 2014 despite currently negative free cash flow generation," said Standard & Poor's credit analyst Chris Johnson. Standard & Poor's ratings on Simmons Foods reflect the earnings volatility associated with the company's regionally concentrated poultry operations, history of operating challenges in its pet food segment, and modest market position as a vertically integrated chicken processor. These factors support S&P's "vulnerable" assessment of Simmons Foods' business risk profile. S&P's assessment of Simmons' financial risk remains "highly leveraged" following its proposed bond refinancing, including a half-turn increase in leverage to more than 4.5x and modest $26 million dividend to its owners, the Simmons family. The stable outlook reflects S&P's belief that the company will maintain adequate liquidity and improved operating performance into 2015, while maintaining a debt-to-EBITDA ratio of about 4.5x and FFO to debt of about 15% by fiscal year-end 2015. SKYLINE MANOR: Bids Due Oct. 6, Continues Search for Buyer ---------------------------------------------------------- Sherri Toub and Bill Rochelle, bankruptcy columnists for Bloomberg News, reported that a bankruptcy judge in Omaha has approved the procedures governing the bidding and sale of Skyline Manor Inc.'s assets, although there is no buyer under contract yet. According to the report, potential bidders must submit their bids no later than Oct. 6 so that if there are two or more bids, an auction will be conducted on Oct. 20 to be followed by a sale-approval hearing on Oct. 21. About Skyline Manor Skyline Manor Inc. is a Nebraska non-profit corporation that operates a 199-unit continuing care retirement community and a 140 unit independent living facility in Omaha. Skyline Manor filed a Chapter 11 bankruptcy petition (Bankr. D. Neb. Case No. 14-80934) on May 8, 2014. The petition was signed by John W. Bartle as chief restructuring officer. Judge Thomas L. Saladino presides over the case. The Debtor estimated assets of at least $10 million and liabilities between $10 million to $50 million. Mr. Ross has been appointed as the Chapter 11 trustee for Skyline Manor. SMHC LLC: Wins Confirmation of Reorganization Plan -------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that SMHC LLC, the owner of eight manufactured- housing parks in Michigan's lower peninsula, obtained court approval of a Chapter 11 reorganization plan that pays lenders over time and leaves existing management in control. According to the report, the approved plan was modified to resolve objections from lenders Talmer Bank & Trust and Signature Bank. SMHC LLC, owner and operator of eight manufactured home parks in the southern half of Michigan's Lower Peninsula, sought protection under Chapter 11 of the Bankruptcy Code on April 1, 2014. The case is In re SMHC LLC, Case No. 14-45579 (E.D. Mich.). The case is assigned to Judge Marci B. McIvor. The Debtor's counsel is Jason W. Bank, Esq., at Kerr, Russell and Weber, PLC, in Detroit, Michigan; and Daniel G. Byrne, Esq., at Kerr, Russell and Weber, PLC, in Detroit, Michigan. The Debtor disclosed $14,407,518 in assets and $18,211,672 in liabilities as of the Chapter 11 filing. SOMERSET 2002: Case Summary & Unsecured Creditor ------------------------------------------------ Debtor: Somerset 2002, LLC 55 E. Long Lake Road, Ste 204 Troy, MI 48085-4738 Case No.: 14-54650 Chapter 11 Petition Date: September 17, 2014 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Hon. Thomas J. Tucker Debtor's Counsel: Morris B. Lefkowitz, Esq. LEFKOWITZ LAW GROUP 24100 Southfield Rd., Suite 203 Southfield, MI 48075 Tel: (248) 559-0180 Email: pacerdocuments@gmail.com trustee@lefkowitzlawgroup.com Total Assets: $2 million Total Liabilities: $800,600 The petition was signed by Remo Polselli, managing member. The Debtor listed Steve Gittleman as its largest unsecured creditor holding a claim of $5,000. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mieb14-54650.pdf SUPERIOR NATIONAL: Chase Denied Atty. Docs in $775-Mil. Fight ------------------------------------------------------------- Law360 reported that a California bankruptcy court denied JPMorgan Chase & Co.'s motion to compel evidence from a litigation trust for a defunct insurer in the trust's lawsuit accusing Chase of saving $775 million on the trust's net operating losses but not paying anything back. According to the report, Chase complained that the Superior National Insurance Co. trust is withholding or redacting documents during discovery, which is scheduled to end Oct. 10. The trust has claimed attorney-client privilege, the work doctrine and the common interest doctrine to keep the documents hidden, the report related. The Superior National Insurance Group, Inc., consisted of five companies. Four of the companies were California Compensation Insurance Co., Combined Benefits Insurance Co., Superior National Insurance Co., and Superior Pacific Casualty Co. On March 3, 2000, California Department of Insurance seized the assets and operations of Superior's insurance subsidiaries. The California Department of Insurance appeared before the Los Angeles and Sacramento superior courts on March 6, 2000, seeking conservation orders for Superior National Insurance Group to allow the commissioner to use department staff to conduct the business of the conserved company as he sees appropriate. The California Courts entered conservation orders on March 7, 2000. Superior National Insurance Group, Inc., and non-insurer affiliates Business Insurance Group, Inc., SN Insurance Services, Inc., and SN Insurance Administrators, Inc., filed chapter 11 petitions (Bankr. C.D. Cal. Case No. 00-14099) on April 26, 2000. Prior to its bankruptcy and the conservation of its insurance company units, Superior National Insurance Group had been the ninth largest workers' compensation insurance group in the nation and the largest private sector underwriter of workers' compensation insurance in California. T. J. CALDON: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: T. J. Caldon, LLC dba Four Corners 33 High St. Gilmanton, NH 03237 Case No.: 14-11778 Chapter 11 Petition Date: September 17, 2014 Court: United States Bankruptcy Court District of New Hampshire (Manchester) Debtor's Counsel: Raymond J. DiLucci RAYMOND J. DILUCCI, P.A. 81 South State Street Concord, NH 03301 Tel: (603) 224-2100 Fax: 603-224-1507 Email: info@nhbankruptcy.com ray@nhbankruptcy.com Total Assets: $1.82 million Total Liabilities: $863,119 The petition was signed by Thomas Justin Caldon, member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nhb14-11778.pdf TELEXFREE LLC: Greenberg, Alvarez Agree to Slash Fees ----------------------------------------------------- Jacqueline Palank, writing for The Wall Street Journal, reported that TelexFree LLC's bankruptcy advisers ? Greenberg Traurig and Alvarez & Marsal -- will forgo more than $1 million in fees they charged during the short time they worked for the company, which has since been accused of operating a massive pyramid scheme. According to the report, citing court papers, Greenberg will cut its request for $969,000 in fees to just $320,000, while its requested expenses of about $76,000 will remain the same. A&M's roughly $876,000 in fees and expenses, meanwhile, will be cut to $435,000, the report related. About TelexFREE TelexFREE -- http://www.TelexFREE.com-- is a telecommunications business that uses multi-level marketing to assist in the distribution of voice over internet protocol telephone services. TelexFREE's retail VoIP product, 99TelexFREE, allows for unlimited international calling to seventy countries for a flat monthly rate of $49.90. TelexFREE has over 700,000 associates or promoters worldwide. The company believes the sales of the 99TelexFREE product, the TelexFREE "app," and other new products will ultimately prove successful and profitable. The company is struggling, however, with several factors that required it to seek chapter 11 protection. First, the Company experienced exponential growth in revenue between 2012 and 2013 (from de minimus amounts to over $1 billion), which put tremendous pressure on the Company's financial, operational and management systems. Second, although the company revised its original compensation plan to promoters in order to address certain questions that were raised regarding such plan, the company believes that the plans need to be further revised. Finally, the trailing liabilities arising from the original compensation plan are difficult to quantify and have resulted in substantial asserted liabilities against the company, a number of which may not be valid. TelexFREE LLC and two affiliates sought bankruptcy protection (Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014. Alvarez & Marsal North America, LLC is serving as restructuring advisor and Greenberg Traurig, LLP and Gordon Silver are serving as legal advisors to TelexFREE. Kurtzman Carson Consultants LLC serves as claims and noticing agent. TelexFREE, LLC, estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. TelexFREE is facing accusations of operating a $1 billion-plus pyramid scheme. In May, the Court approved the motion by the U.S. Securities & Exchange Commission to transfer the venue of the Debtors' cases to the U.S. Bankruptcy Court, District of Massachusetts (Bankr. D. Mass. Case Nos. 14-40987, 14-40988 and 14-40989). The Court entered an order in relation to the venue transfer stating that the cases remain jointly administered, and KCC will continue to serve as claims processing agent. The Debtors had opposed to the motion, stating that while the SEC contends that the Massachusetts Bankruptcy Court is more convenient for the SEC, the SEC has failed entirely to meet its burden to show that the Massachusetts Bankruptcy Court is better than the Nevada Bankruptcy Court for administration of the Chapter 11 Cases. The Debtors chose the Nevada Bankruptcy Court because, inter alia, TelexFREE Nevada, a Nevada entity, is a counter-party to more than 700,000 contracts governed by Nevada law. A creditors' committee has not yet been appointed in the Chapter 11 Cases. TEM ENTERPRISES: Court Okays Stefani Chaidez as Accountants ----------------------------------------------------------- TEM Enterprises dba Xtra Airways sought and obtained permission from the Hon. August B. Landis of the U.S. Bankruptcy Court for the District of Nevada to employ Stefani Chaidez LLP as certified public accountants for the Debtor, nunc pro tunc to July 2, 2014. On July 2, 2014, Stefani Chaidez received a signed engagement agreement for services to be performed by Stefani Chaidez relating to the 2013 tax filings. The engagement agreement contemplates a retainer in the amount of $3,000 plus an estimated remaining amount of $3,000 after the completion of Stefani Chaidez's post- petition accounting services. Subject to Court approval in accordance with Section 330(a) of the Bankruptcy Code, compensation will be payable to the Firm as invoices come due upon entry of an order approving of this Application. The Firm will bill on a per hour basis and estimates that the total fees will not exceed $6,000. The principal accountant presently designated to provide services for the Debtor is Georganne Schmitt. Schmitt's hourly rate is $175 per hour. Stefani Chaidez will use other accountants and employees during the course of the case when appropriate. The staff billing rates are generally $75 to $150 per hour. Georganne Schmitt assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Stefani Chaidez can be reached at: Georganne Schmitt STEFANI CHAIDEZ LLP 121 SW Morrison St., Ste 1525 Portland, OR 97204-3242 Tel: (503) 222-9681 E-mail: georganne@stefanichaidez.com About Tem Enterprises Tem Enterprises dba Xtra Airways filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 14-13955) on June 4, 2014. Judge August B. Landis oversees the case. The Debtor disclosed $6,129,714 in assets and $18,386,432 in liabilities as of the Chapter 11 filing. Lisa Dunn signed the petition as president. McDonald Carano Wilson LLP serves as the Debtor's counsel. TEMBEC INDUSTRIES: Moody's Assigns B3 Rating on $375MM Sr. Notes ---------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Tembec Industries Inc's proposed US$375 million senior secured note offering maturing 2019 and raised the company's speculative grade liquidity rating to SGL-3 from SGL-4. The company's B3 corporate family rating and B3-PD probability of default rating were affirmed. Proceeds of the debt offering will be used to fund the tender of the company's US$305 million 11.25% senior secured notes (due 2018) and the call premium on the existing notes. Tembec will apply the remaining proceeds against the drawings under its ABL revolver. The outlook remains negative. Issuer: Tembec Industries Inc. Speculative Grade Liquidity Rating, Raised to SGL-3 from SGL-4 Assignments: Senior Secured Regular Bond/Debenture, Assigned B3(LGD3) Outlook Actions: Outlook, Remains Negative Affirmations: Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B3 "The refinancing modestly increases leverage but improves liquidity," noted Ed Sustar, Moody's Vice President. "The outlook remains negative because of the execution risk of ramping up and realizing the financial benefits of the company's cogeneration project at its Temiscaming mill in Quebec and the uncertainty of Tembec's ability to fund remedial costs should they be required." Ratings Rationale The proposed notes are senior secured obligations of Tembec and are rated B3, in-line with the corporate family rating. The company's B3 senior secured rating incorporates the noteholders' position behind the company's CND$175 million asset-backed revolver (unrated). All the ratings are subject to the conclusion of the proposed transaction and Moody's review of final documentation. Tembec's B3 Corporate Family Rating reflects the company's high leverage, weak margins and significant exposure to the volatile market pulp and wood products industry segments. This is tempered by the company's leading market position in the specialty dissolving pulp segment and the diversification provided by operations in several different sectors. The rating also reflects the remaining execution risk in completing and ramping up the major boiler/turbine expansion at its Temiscaming mill. Although Moody's acknowledge that the company's cash flow generation will be significantly stronger with normalized capital expenditures, Moody's recognize that it will take some time before the project is fully ramped up and sustainable benefits are generated from electricity sales, lower costs and additional production capacity. Tembec has adequate liquidity (SGL-3). The company has unrestricted cash of CND$26 million as of June 2014, net availability of approximately CND$80 million on the company's committed CND$175 million asset-based revolving credit facility (ABL, pro-forma for the proposed debt refinancing and net of borrowing base eligibility, availability block and approximately CND$56 million of letter of credit use) that matures in March 2018, and Moody's expectations of essentially break-even free cash flow generation over the next four quarters following the completion of the boiler/turbine expansion. Tembec also has CND$10 million available under a CND$133 million project term loan (due 2022) to complete the capital spending on the cogeneration project. The company faces about CND$10 million of debt maturities over the next 12 months. Most of the company's assets are encumbered. The company does not have financial covenants. An upgrade would be considered if the boiler/turbine expansion is completed and financial performance improves, such that normalized RCF/TD and (RCF-Capex)/TD measures approach 10% and 5%, respectively, on a sustainable basis. Tembec's ratings could be downgraded if there are unexpected further cost overruns or delays on the boiler/turbine expansion, pulp market conditions deteriorate, leading to a further deterioration in liquidity arrangements and normalized (RCF-Capex)/TD were to remain negative. The principal methodology used in this rating was the Global Paper and Forest Products Industry published in October 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. Headquartered in Montreal, Quebec, Tembec is an integrated paper and forest products company with operations primarily in Canada and a mill in France. The company's main operating segments include specialty cellulose pulp (35% of sales), wood products (24%), paper (23%) and paper pulp (18%). LTM June sales were approximately CND$1.5 billion. TRUMP ENTERTAINMENT: Needs to File Plan Next Month -------------------------------------------------- Sherri Toub and Bill Rochelle, bankruptcy columnists for Bloomberg News, reported that Trump Entertainment Resorts Inc. is on tight schedule as it is required by its lenders to file an acceptable Chapter 11 plan early next month in order to continue using cash collateral securing its prepetition indebtedness. The operator of the Trump Taj Mahal and Trump Plaza in Atlantic City, New Jersey, must also obtain approval of that plan no later than Dec. 23, the report related. About Trump Entertainment Resorts Trump Entertainment Resorts Inc., owner of the Atlantic City Boardwalk casinos that bear the name of Donald Trump, returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept. 9, 2014, with plans to shutter its casinos. TER and its affiliated debtors own and operate two casino hotels located in Atlantic City, New Jersey. TER said it will close the Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104. The Debtors have sought an order authorizing the joint administration of their Chapter 11 cases and the consolidation thereof for procedural purposes only. Judge Kevin Gross presides over the Chapter 11 cases. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing and claims agent. TER estimated $100 million to $500 million in assets as of the bankruptcy filing. The Debtors as of Sept. 9, 2014, owe $285.6 million in principal plus accrued but unpaid interest of $6.6 million under a first lien debt issued under their 2010 bankruptcy-exit plan. The Debtors also have trade debt in the amount of $13.5 million. TRUMP ENTERTAINMENT: Seeks to Hire Stroock as Bankruptcy Counsel ---------------------------------------------------------------- Trump Entertainment Resorts, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Stroock & Stroock & Lavan LLP, as their attorneys. The Debtors anticipate that Stroock will render various legal services, including, among other things, the following: (a) advising the Debtors with respect to their powers and duties as debtors-in-possession in the continued management and operation of their business and properties; (b) advising and consulting on the conduct of these Chapter 11 Cases, including all of the legal and administrative requirements of operating in Chapter 11; (c) attending meetings and negotiating with representatives of creditors and other parties-in-interest; (d) taking necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending actions commenced against the Debtors and representing the Debtors' interests in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; (e) preparing, on behalf of the Debtors, pleadings, including motions, applications, answers, orders, reports and papers necessary or otherwise beneficial to the administration of the Debtors' estates; (f) advising the Debtors in connection with obtaining postpetition financing; (g) advising the Debtors in connection with any sale of their assets; (h) consulting with the Debtors regarding tax matters; (i) appearing before the Court and any appellate courts to represent the interests of the Debtors' estates before those courts; and (j) performing all other necessary or otherwise beneficial legal services and providing legal advice to the Debtors in these Chapter 11 Cases. The current hourly rates for Stroock's bankruptcy and other professionals and para-professionals who are expected to render services to the Debtors in these Chapter 11 Cases range from $220 per hour to $1,095 per hour. In particular, Stroock's current hourly rates for matters related to these Chapter 11 Cases range as follows: Partners $930 ? $1,095 Associates $395 ? $635 Paraprofessionals $220 ? $425 Kristopher Hansen (currently billing at $1,095/hour), Erez E. Gilad (currently billing at $930/hour), Gabriel Sasson (currently billing at $635/hour), Josh Siegel (currently billing at $575 /hour), Odelia Lee (currently billing at $475/hour) and Michael Magzamen (currently billing at $345/hour) are presently expected to have primary responsibility for providing services to the Debtors. In addition, Stroock customarily charges its clients for identifiable, non-overhead expenses incurred in connection with the client's case. Stroock has represented the Debtors since 2010 in connection with general corporate, litigation and other matters. During the 90-day period prior to the Petition Date, Stroock received approximately $2,157,102 in payments from the Debtors, which included retainer payments in the total aggregate amount of $500,000, on account of fees for services rendered and expenses incurred by Stroock in connection with its representation of the Debtors. In addition, during the period that is between one-year prior to the Petition Date and 90 days prior to the Petition Date, Stroock received approximately $197,847 in payments from the Debtors. Erez E. Gilad, Esq., a partner in Stroock's Financial Restructuring Department, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Stroock represented the Ad Hoc Committee of 8.5% Senior Secured Notes due 2015 in connection with TER's previous Chapter 11 filing in 2009. Certain of the former members of the Ad Hoc Committee continue to hold shares in the Debtors. Mr. Gilad says since the 2009 Chapter 11 Cases, Stroock has represented certain of the Ad Hoc Shareholders in matters unrelated to TER's business. Pursuant to the U.S. Trustee Appendix B Guidelines, Mr. Gilad relates that the firm has not agreed to any variations from, or alternatives to, your standard or customary billing arrangements for its engagement, and that none of their professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case. Moreover, Mr. Gilad says the Debtors have approved a prospective budget and staffing plan for Stroock's engagement for the postpetition period as appropriate. A hearing on the employment application is scheduled for Oct. 6, 2014, at 10:00 a.m. (ET). Objections are due Sept. 29. The firm may be reached at: Kristopher Hansen, Esq. Erez E. Gilad, Esq. Gabriel Sasson, Esq. Josh Siegel, Esq. Odelia Lee, Esq. STROOCK & STROOCK & LAVAN LLP 767 Third Avenue New York, NY 10017-2023 Tel: (212) 826-8853 E-mail: khansen@stroock.com egilad@stroock.com gsasson@stroock.com jsiegel@stroock.com olee@stroock.com About Trump Entertainment Resorts Trump Entertainment Resorts Inc., owner of the Atlantic City Boardwalk casinos that bear the name of Donald Trump, returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept. 9, 2014, with plans to shutter its casinos. TER and its affiliated debtors own and operate two casino hotels located in Atlantic City, New Jersey. TER said it will close the Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104. The Debtors have sought an order authorizing the joint administration of their Chapter 11 cases and the consolidation thereof for procedural purposes only. Judge Kevin Gross presides over the Chapter 11 cases. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing and claims agent. TER estimated $100 million to $500 million in assets as of the bankruptcy filing. The Debtors as of Sept. 9, 2014, owe $285.6 million in principal plus accrued but unpaid interest of $6.6 million under a first lien debt issued under their 2010 bankruptcy-exit plan. The Debtors also have trade debt in the amount of $13.5 million. TRUMP ENTERTAINMENT: Taps Young Conaway as Local Delaware Counsel ----------------------------------------------------------------- Trump Entertainment Resorts, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargaat & Taylor, LLP, as local Delaware counsel. The professional services that Young Conaway will render to the Debtors include, but will not be limited to, the following: * providing legal advice with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their business, management of their properties, and the potential sale of their assets; * preparing and pursuing confirmation of a plan and approval of a disclosure statement; * preparing, on behalf of the Debtors, necessary applications, motions, answers, orders, reports, and other legal papers; * appearing in Court and protecting the interests of the Debtors before the Court; and * performing all other legal services for the Debtors that may be necessary and proper in these proceedings. The principal attorneys and paralegal presently designated to represent the Debtors, and their current standard hourly rates, are: Matthew B. Lunn $555 Robert F. Poppiti, Jr. $375 Ian J. Bambrick $320 Ashley E. Markow $300 Casey Cathcart (paralegal) $200 It is the firm's policy to charge its clients in all areas of practice for all other expenses incurred in connection with the client's case. Young Conaway was retained by the Debtors pursuant to an engagement dated July 30, 2014. In accordance with the Engagement Agreement, Young Conaway received a retainer in the amount of $100,000 on Aug. 5, 2014, in connection with the planning and preparation of initial documents and its proposed postpetition representation of the Debtors. After applying a portion of the retainer to the outstanding balance as of the Petition Date, including fees and expenses associated with the filing of the Chapter 11 cases, Young Conaway continues to hold a retainer in the amount of $16,150. Matthew B. Lunn, Esq., a partner in the firm of Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mr. Lunn discloses that his firm currently represents the following parties, or affiliates of the following parties, who may be Interested Parties, in matters wholly unrelated to the Debtors and the Chapter 11 cases: AmeriHealth Casualty, Continental Casualty Company, Oaktree Capital Management, L.P., Towers Watson Pennsylvania Inc., Landry's, Inc., Fertitta Acquisitionsco LLC, Rainforest Cafe, Inc., Great American Insurance Company, Lexington Insurance Company, Mitsui Sumitomo Ins. Co. of America, and National Union Fire Insurance Company. Young Conaway currently represents the NP Creditor Litigation Trust, of which PIRINATE Consulting Group, LLC, is the Litigation Trustee. Eugene I. Davis, a member of the board of directors of Debtor Trump Entertainment Resorts, Inc., is the Chairman and CEO of PIRINATE. Consistent with the U.S. Trustee's Appendix B Guidelines, Mr. Lunn states that Young Conaway has not agreed to a variation of its standard or customary billing arrangements for the engagement and none of the professionals included in the engagement have varied their rate based on the geographic location of the Chapter 11 cases. A hearing on the employment application is scheduled for Oct. 6, 2014, at 10:00 a.m. (ET). Objections are due Sept. 29. The firm may be reached at: YOUNG CONAWAY STARGAAT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: mlunn@ycst.com rpoppiti@ycst.com ibambrick@ycst.com amarkow@ycst.com About Trump Entertainment Resorts Trump Entertainment Resorts Inc., owner of the Atlantic City Boardwalk casinos that bear the name of Donald Trump, returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept. 9, 2014, with plans to shutter its casinos. TER and its affiliated debtors own and operate two casino hotels located in Atlantic City, New Jersey. TER said it will close the Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104. The Debtors have sought an order authorizing the joint administration of their Chapter 11 cases and the consolidation thereof for procedural purposes only. Judge Kevin Gross presides over the Chapter 11 cases. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing and claims agent. TER estimated $100 million to $500 million in assets as of the bankruptcy filing. The Debtors as of Sept. 9, 2014, owe $285.6 million in principal plus accrued but unpaid interest of $6.6 million under a first lien debt issued under their 2010 bankruptcy-exit plan. The Debtors also have trade debt in the amount of $13.5 million. TRUMP ENTERTAINMENT: Seeks to Employ Houlihan as Fin'l Advisor -------------------------------------------------------------- Trump Entertainment Resorts, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Houlihan Lokey Capital, Inc., as financial advisor and investment banker. The services to be provided by Houlihan Lokey include the following: (a) assisting the Company in the development and distribution of selected information, documents and other materials, including, if appropriate, advising the Company in the preparation of an offering memorandum; (b) assisting the Company in soliciting, coordinating and/or evaluating indications of interest and proposals regarding any Transaction(s) from current and/or potential lenders, equity investors, acquirers, strategic partners and/or other parties; (c) assisting the Company with the negotiation of any Transaction(s), including participating in negotiations with creditors and other parties involved in any Transaction(s); (d) providing expert advice and testimony regarding financial matters related to any Transactions(s), if necessary; (e) attending meetings of the Company's Board of Directors, creditor groups, official constituencies and other interested parties, as the Company and Houlihan Lokey mutually agree; and (f) providing other financial advisory and investment banking services as may be required in connection with the foregoing or otherwise agreed upon by Houlihan Lokey and the Company. The Company has agreed to pay Houlihan Lokey during the Chapter 11 cases a non-refundable cash fee of $150,000; and a transaction fee of $1,500,000 upon the earlier to occur of: (I) in the case of an out-of-court restructuring transaction, the closing of that restructuring transaction; (II) in the case of an in-court restructuring transaction, the date that the requisite consents to a plan of reorganization under Chapter 11 of the Bankruptcy Code are obtained; and (III) in the case of a sale transaction, upon the closing of the sale transaction. Total fees received by Houlihan Lokey will in no event total more than $2,400,000. In addition to the fees, reimburse Houlihan Lokey for its reasonable out-of-pocket expenses incurred from time to time in connection with its services. Prior to the Petition Date, the Debtors paid Houlihan Lokey fees of $1,200,000 for services rendered and for reasonable out-of- pocket expenses related thereto of $2,587. William H. Hardie, III, a managing director of Houlihan Lokey Capital, Inc., assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mr. Hardie discloses that an affiliate of his firm has recently performed portfolio valuation services for one of the Debtors' shareholders, which portfolio includes shares in the Debtors' equity. A hearing on the employment application is scheduled for Oct. 6, 2014, at 10:00 a.m. (ET). Objections are due Sept. 29. About Trump Entertainment Resorts Trump Entertainment Resorts Inc., owner of the Atlantic City Boardwalk casinos that bear the name of Donald Trump, returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept. 9, 2014, with plans to shutter its casinos. TER and its affiliated debtors own and operate two casino hotels located in Atlantic City, New Jersey. TER said it will close the Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104. The Debtors have sought an order authorizing the joint administration of their Chapter 11 cases and the consolidation thereof for procedural purposes only. Judge Kevin Gross presides over the Chapter 11 cases. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing and claims agent. TER estimated $100 million to $500 million in assets as of the bankruptcy filing. The Debtors as of Sept. 9, 2014, owe $285.6 million in principal plus accrued but unpaid interest of $6.6 million under a first lien debt issued under their 2010 bankruptcy-exit plan. The Debtors also have trade debt in the amount of $13.5 million. US COAL: U.S. Trustee Objects to Bonus Program ---------------------------------------------- Sherri Toub and Bill Rochelle, bankruptcy columnists for Bloomberg News, reported that the U.S. Trustee assigned to the bankruptcy case of U.S. Coal Corp. objected to the proposed bonuses to its finance chief and two accounting department managers, saying the proposed bonuses' yardstick, which is general unsecured creditor recoveries under a confirmed Chapter 11 plan, bears little or no correlation to the CFO's efforts. Even if unsecured creditors recover nothing under a confirmed plan, the CFO would get a six- figure bonus, which is tantamount to a payment simply for staying on through the plan's effective date, the report said, citing court documents filed by the U.S. Trustee. About U.S. Coal Kolmar Americas, Inc., filed an involuntary Chapter 11 bankruptcy petition for U.S. Coal Corporation (Bankr. E.D. Ky. Case No. 14-51461) in Lexington, Kentucky on June 10, 2014. In its schedules, U.S. Coal disclosed $56,702,402 in total assets and $49,970,561 in total liabilities. Bridgeport, Connecticut-based Kolmar says it is owed by Lexington- based U.S. Coal roughly $1.36 million on account of a business debt. Kolmar sought and obtained dismissal of a duplicate involuntary petition (Case No. 14-51460) on grounds that it was a duplicate case. Kolmar is represented by Daniel I. Waxman, Esq., at Wyatt, Tarrant & Combs, LLP, in Lexington, Kentucky. Chief Judge Tracey N. Wise presides over the case. On June 27, 2014, the Court entered an order directing the joint administration of the Chapter 11 cases of Licking River Mining, LLC (Case No. 14-10201), Licking River Resources, Inc. (Case No. 14-10203), S. M. & J., Inc. (Case No. 14-10220), Fox Knob Coal Co., Inc. (Case No. 14-60619), J.A.D. Coal Company, Inc. (Case No. 14-60676), and U.S. Coal Corporation (Case No. 14-51461). Licking River Mining, LLC, Case No. 14-10201, is the lead case. On June 27, 2014, the Court appointed John Collins as the individual designated to perform the duties of U.S. Coal Corporation as a debtor in bankruptcy. USEC INC: Expects to Exit Chapter 11 Restructuring on Sept. 30 -------------------------------------------------------------- USEC Inc. on Sept. 18 disclosed that it expects to complete the final steps necessary to emerge from its Chapter 11 restructuring on September 30, 2014, under the name Centrus Energy Corp. The Company's new common stock shares are expected to begin trading on the New York Stock Exchange under the ticker symbol "LEU" on that date. The Company's Plan of Reorganization was confirmed on September 5, which was the last major court action in the Chapter 11 bankruptcy process that USEC began March 5, 2014. Details relating to the cancellation of existing securities (including USU common stock, preferred stock and notes) and the issuance of new LEU common stock and new notes are set forth in the Company's Plan of Reorganization, which is summarized in and attached to a Form 8-K filing issued by the Company on September 5. Holders of record as of September 29 do not need to take any action as the existing securities are expected to be cancelled prior to the opening of trading on September 30, and new securities will be distributed electronically through the Depository Trust Corp. or the Company's transfer agent Computershare on September 30. About USEC Inc. USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del. Case No. 14-10475) on March 5, 2014. John R. Castellano signed the petition as chief restructuring officer. The Hon. Christopher S. Sontchi presides over the case. D. J. Baker, Esq., Rosalie Walker Gray, Esq., Adam S. Ravin, Esq., and Annemarie V. Reilly, Esq., at Latham & Watkins LLP, serve as the Debtor's general counsel. Amanda R. Steele, Esq., Mark D. Collins, Esq., and Michael J. Merchant, Esq., at Richards, Layton & Finger, P.A., serve as the Debtor's Delaware counsel. Vinson & Elkins is the Debtor's special counsel. Lazard Freres & Co. LLC acts as the Debtor's investment banker. AP Services, LLC, provides management services to the Debtor. Logan & Company Inc. serves as the Debtor's claims and noticing agent. Deloitte Tax LLP are the Debtor's tax professionals. The Debtor's independent auditor is PricewaterhouseCoopers LLP. KPMG LLP provides fresh start accounting services to the Debtors. VARIANT HOLDING: Creditor Wants Court OK Prior to Closing of Sale ----------------------------------------------------------------- BPC VHI, L.P., Beach Point Total Return Master Fund, L.P., Beach Point Distressed Master Fund, L.P., and Cortland Capital Market Services LLC, as administrative agent for the Beach Point Funds, ask the U.S. Bankruptcy Court for the District of Delaware to compel Variant Holding Company, LLC, or any Chapter 11 trustee, to: (1) seek the Court's approval for all sales of property owned by the Debtor's non-debtor subsidiaries before the closing of any sales; (2) hold the proceeds of the sales in segregated collateral accounts for the benefit of the Beach Point Parties during the pendency of the bankruptcy case; (3) pay any interest and fees on the Beach Point Parties' claims and grant additional or replacement liens on all of the Debtor's assets as adequate protection for the use of their other cash collateral; and (4) provide certain basic information to the Beach Point Parties as a condition to the used of cash collateral. The Beach Point Parties also ask the Court to grant them an allowed superpriority claim if the adequate protection granted is insufficient. The Beach Point Parties are the Debtor's largest creditors and are owed more than $73 million. Mark D. Collins, Esq., at Richards, Layton & Finger, in Wilmington, Delaware -- collins@rlf.com -- asserts that the Beach Point Parties brings the motion in an attempt to provide greater transparency to the case, and to ensure that assets critical to the value of the Debtor's estate are not sold without the opportunity for all interested parties to review and weigh in on those transactions. Mr. Collins points out that the Beach Point Funds have amassed evidence of rampant fraud by the Debtor and its management. "So pervasive is this fraud that the Debtor and its principals are currently being investigated by the FBI in connection with the same transactions described herein," he adds. A hearing on the motion will be held on September 30, 2014, at 1:30 p.m. Objections are due on September 23. About Variant Holding Variant Holding Company, LLC, commenced bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug. 28, 2014, without stating a reason. Tucson, Arizona-based Variant Holding estimated $100 million to $500 million in assets and less than $100 million in debt. The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel. Members holding the majority of the interests in the company, namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the resolution authorizing the bankruptcy filing. VARIANT HOLDING: Files Schedules of Assets and Liabilities ---------------------------------------------------------- Variant Holding Company, LLC, has filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property B. Personal Property $221,134,716 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $67,783,004 E. Creditors Holding Unsecured Priority Claims F. Creditors Holding Unsecured Non-priority Claims $35,565,157 ------------ ------------ TOTAL $15,248,851 $21,239,663 A copy of the schedules is available for free at: http://bankrupt.com/misc/VariantHolding_SALs_09112014.pdf About Variant Holding Variant Holding Company, LLC, commenced bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug. 28, 2014, without stating a reason. Tucson, Arizona-based Variant Holding estimated $100 million to $500 million in assets and less than $100 million in debt. The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel. Members holding the majority of the interests in the company, namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the resolution authorizing the bankruptcy filing. WINDSOR PETROLEUM: Seeks Approval of Plan Outline, Voting Process ----------------------------------------------------------------- Windsor Petroleum Transport Corporation and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to approve their Disclosure Statement and related deadlines and procedures. On August 25, 2014, the Debtors filed the Plan of Reorganization of the Debtors Pursuant to Chapter 11 of the Bankruptcy Code and the Disclosure Statement explaining the Plan. The Debtors also ask the Court to: (a) fix the first day of the Disclosure Statement Hearing or October 8, 2014, at 4:00 p.m. (prevailing Eastern Time), as the voting record date for purposes of determining which holders of claims against the Debtors are entitled to vote on the Plan; (b) approve the notice of hearing and objection procedures with respect to confirmation of the Plan; (c) approve the proposed solicitation packages and procedures for distribution thereof; (d) approve the form of ballots, and establishing procedures for voting on the Plan; (e) approve the forms of notice to nonvoting classes under the Plan; (f) approve the form of publication notice; (g) fix November 13, 2014, at 4:00 p.m. (prevailing Eastern Time) as the deadline by which creditors must: * vote to accept or reject the Plan; * file objections to the Plan; and * file objections to the proposed cure amounts with respect to the Assumed Contracts; (h) approve the form of notice to non-Debtor counterparties to the Assumed Contracts; and (i) approve procedures for tabulating votes with respect to the Plan. The Debtors also request that a hearing on confirmation of the Plan be scheduled for November 20, 2014, at 3:00 p.m. (prevailing Eastern Time). The Confirmation Hearing may be continued from time to time by the Court or the Debtors without further notice. About Windsor Petroleum Transport Corporation Windsor Petroleum Transport Corporation and several of its subsidiaries and related entities on July 14, 2014, filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court in Wilmington, Delaware (Lead Case No. 14-11708). The Debtors' counsel is Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. The Debtors' crisis managers come from AMA Capital, while their chief restructuring officer is Paul J. Leand, Jr. The U.S. Trustee notified the Bankruptcy Court that it was unable to appoint an official committee of unsecured creditors. XTL BIOPHARMACEUTICALS: Reports $710-K Loss in Second Quarter ------------------------------------------------------------- XTL Biopharmaceuticals Ltd. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 6-K, disclosing a net loss of $710,000 on $380,000 of revenues for the three months ended June 30, 2014, compared with a net loss of $1.24 million on $512,000 of revenues for the same period last year. The Company's balance sheet at June 30, 2014, showed $7.22 million in total assets, $1.37 million in total liabilities, and stockholders' equity of $5.85 million. The Company has incurred continuing losses and depends on outside financing resources to continue its activities. The Company's only source of income at this stage originates from InterCure, a subsidiary in which control was acquired on July 25, 2012. Based on existing business plans, the Company's management estimates that its outstanding cash and cash equivalent balances, including short-term deposits, will allow the Company to finance its activities until the fourth quarter of 2015 (independently of InterCure, which is 54.72% held). However, the amount of cash which the Company will need in practice to finance its activities depends on numerous factors which include, but are not limited to, the timing, planning and execution of clinical trials of existing drugs and future projects which the Company might acquire or other business development activities such as acquiring new technologies and/or changes in circumstances which are liable to cause significant expenses to the Company in excess of management's current and known expectations as of the date of these financial statements and which will require the Company to reallocate funds against plans, also due to circumstances beyond its control. The Company's ability to continue operating and finalizing the development of the above mentioned drugs will require obtaining additional financial resources. The Company expects to incur additional losses in 2014 arising from research and development activities and testing additional technologies and operating activities, which will be reflected in negative cash flows from operating activities. Accordingly, in order to perform the clinical trials aimed at developing a product until obtaining its marketing approval, the Company will be forced to raise additional funds in the future by issuing securities. Should the Company fail to raise additional capital in the future under standard terms, it will be required to dispose of marketable securities held by it or minimize its activities or sell or grant a sublicense to third parties to use all or part of its technologies. InterCure has noted in its consolidated financial statements for the year ended Dec. 31, 2013, that there is substantial doubt regarding its ability to continue as a going concern. A copy of the Form 6-K is available at: http://is.gd/CaJGYw Herzliya, Israel-based XTL Biopharmaceuticals Ltd. is engaged in the development of therapeutics, among others, for the treatment of unmet medical needs, improvement of existing medical treatment and business development in the medical realm. The Company was incorporated under the Israeli Companies Ordinance on March 9, 1993. The Company owns 100% of Xtepo Ltd. and owns 100% of a U.S. company, XTL Biopharmaceuticals Inc., which was incorporated in 1999 under the laws of the State of Delaware. The Company is in the planning and preparation stages for implementing Phase 2 clinical trial of rHuEPO drug designed to treat cancer patients with multiple myeloma. Further, the Company has certain milestone rights in the development of treatment for hepatitis C ("DOS") from Presidio Pharmaceuticals Inc. ("Presidio"), a U.S. biotechnology company. YMCA OF MILWAUKEE: Proofs of Claim Deadline Set for Oct. 31 ----------------------------------------------------------- The U.S. Bankruptcy Court in Eastern District of Wisconsin has established Oct. 31, 2014, as the deadline for all persons and entities holding or asserting a claim against The Young Men's Christian Association of Metropolitan Milwaukee to assert their claims in the Debtors' cases. Proofs of Claim from governmental entities are due no later than Dec. 1, 2014. About YMCA of Milwaukee The Young Men's Christian Association of Metropolitan Milwaukee, Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014. YMCA Milwaukee, which has more than 100,000 members using its centers and camps, plans to sell a majority of its owned real estate to help pay down $29 million in debt. YMCA Milwaukee estimated $10 million to $50 million in both assets and liabilities. YMCA Academy estimated $100,000 to $500,000 in both assets and liabilities. The formal schedules of assets and liabilities are due June 18, 2014. The Debtors are seeking joint administration of their Chapter 11 cases for procedural purposes. The cases are assigned to Judge Susan V. Kelley. The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz, Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel. ZEBRA TECHNOLOGIES: Moody's Assigns Ba3 Corporate Family Rating --------------------------------------------------------------- Moody's Investors Service assigned ratings to the debt of Zebra Technologies Corp. -- Corporate Family (CFR) at Ba3, Probability of Default Ratings (PDR) at Ba3-PD, Senior Secured Credit Facilities (revolver and term loan) at Ba2, and Senior Unsecured Notes at B2. The proceeds of the new debt will be used to fund the acquisition of Motorola Solutions Inc.'s Enterprise Business. The rating outlook is stable. Ratings Rationale Zebra's Ba3 Corporate Family Rating ("CFR") reflects the company's leading market positions in its core segments of rugged handheld computers, barcode scanners, and barcode printers. The CFR also reflects the large installed base, long-term customer relationships, and complementary product lines of Zebra and Motorola Solutions Inc's Enterprise Business ("Enterprise"), which Zebra will acquire by year end 2014. Moody's believe the combination of these two businesses provides a basis for meaningful cost synergies, which should allow the company to rapidly deleverage from above 5x EBTIDA (Moody's adjusted) following the acquisition, which is high for the Ba3 rating, to below 4x over the next two to three years. The CFR also reflects the considerable execution risk in integrating Enterprise, which will triple Zebra's revenue base and expand Zebra into the scanner and rugged computer market. Due to the greater focus on direct sales and the higher research and development spending, the Enterprise business generates an operating margin approximately half that of Zebra. In order to improve margins, Zebra plans to reduce the combined direct sales force as part of the integration of Enterprise. This adds risk to a complex integration project. The Ba2 Senior Secured rating reflects the collateral backing the Senior Secured Credit Facilities, the $1.25 billion of Senior Unsecured Notes, and the cushion of unsecured liabilities at operating subsidiaries. The B2 Senior Unsecured rating reflects the senior ranking of the Senior Unsecured Notes and the absence of collateral, which results in effective subordination to the Senior Secured Credit Facilities. The stable outlook reflects Moody's expectation of a smooth integration of Enterprise, realizing meaningful synergies, with the EBITDA margin expanding beyond 17% (Moody's adjusted) over the next 18 months. Through a combination of EBITDA growth and absolute debt reduction, Moody's expect that leverage will be on- course to decline to below 5x EBITDA (Moody's adjusted) over the near term. The ratings could be upgraded if Zebra demonstrates solid execution on the integration, such that Zebra's EBITDA margin (Moody's adjusted) expands back into the low 20 percent level on a sustained basis. A ratings upgrade would also require significant deleveraging through a combination of debt repayment and EBITDA growth, with debt to EBITDA (Moody's adjusted) sustained below 3.5x. The ratings could be downgraded if Zebra experiences material operational disruption from the integration of Enterprise, or if Moody's believe market share in either business is declining. The ratings could also be downgraded if Zebra is not on-course to reduce leverage to below 5x (Moody's adjusted), or if Zebra engages in shareholder friendly activity prior to meaningful deleveraging. Assignments: Issuer: Zebra Technologies Corporation Corporate Family Rating, Assigned Ba3 Probability of Default Rating, Assigned Ba3-PD Senior Secured Bank Credit Facility (Revolver), Assigned Ba2, LGD3 Senior Secured Bank Credit Facility (Term Loan), Assigned Ba2, LGD3 Senior Unsecured Notes, Assigned B2, LGD5 Speculative Grade Liquidity, SGL-2 Outlook: Stable Zebra Technologies Corp., based in Lincolnshire, Illinois, manufactures and markets rugged handheld computers, barcode scanners, and specialized printers serving the manufacturing, transportation and logistics, retail, healthcare end-markets. The principal methodology used in this rating was Global Technology Hardware published in October 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. * Circuit Judges Differ on When a Lawsuit Arises ------------------------------------------------ Sherri Toub and Bill Rochelle, bankruptcy columnists for Bloomberg News, reported that judges on the U.S. Court of Appeals for the Sixth Circuit in Cincinnati engaged in a metaphysical analysis of when a lawsuit sufficiently crystallizes to become property of a bankrupt individual in a case involving a business owner who listed the company as an asset in her Chapter 7 bankruptcy and said it had no claims or lawsuits. The case is Underhill v. Huntington National Bank (In re Underhill), 13-4195, U.S. Court of Appeals for the Sixth Circuit (Cincinnati). * Test Nears on Whether Bankruptcy Shields Rent-Stabilized Leases ----------------------------------------------------------------- Josh Barbanel, writing for The Wall Street Journal, reported that New York city and state officials are urging the Court of Appeals to protect rent-stabilized leases in bankruptcy proceedings, in a case in which a landlord agreed in bankruptcy court to buy the rights of a 79-year-old woman's lease to her East Village apartment. According to the report, Mayor Bill de Blasio's corporation counsel and State Attorney General Eric Schneiderman filed a joint brief saying New York State and New York City have an important interest in ensuring that rent stabilization rights are not treated as property to be disposed of by a bankruptcy trustee. A brief was also filed on behalf of 18 state legislators, who wrote they were concerned "because of their shared commitment to affordable housing for New York residents and the preservation of its distinct and diverse neighborhoods," the Journal related. * Alpine Group Board Approves Liquidation Distribution ------------------------------------------------------ The Alpine Group, Inc., on Sept. 17 disclosed that its Board of Directors had approved a distribution to shareholders of $0.40 per share pursuant to the Company's Plan of Liquidation adopted last year. The liquidation distribution is anticipated to be made on or about Oct. 15, 2014, to shareholders of record on Oct. 9, 2014. On April 30, 2014, the Company made an initial liquidation distribution of $0.25 per share and based on current information the Company stated that it anticipates further cash distributions in 2015. Its remaining non-cash investment is in the form of equity and debt issued by Synergy Cables, Ltd. Due to the adverse financial results and outlook for that entity, the distributable value of the Company's interests in Synergy is highly doubtful both as to value, form of distribution, if any, and timing. Shareholders should consult their professional tax advisors as to the appropriate income tax treatment of their distributions. About The Alpine Group, Inc. The Alpine Group, Inc. -- http://www.alpine-group.net-- is a holding company which owns and operates industrial and other manufacturing companies. The Company's operations consisted of its majority ownership in SCL, an Israeli based producer of wire and cable products; Exeon Inc. (Exeon), a wholly owned subsidiary, primarily engaged in the business of copper scrap reclamation and copper and other metal products wholesaling and selective retailing; and Posterloid Corporation (Posterloid), a wholly owned subsidiary engaged in the design and manufacture of menu boards and signage for the food service industry and financial institutions. Alpine operates and actively manages companies in which it invests capital and has focused on industrial and other businesses that are underperforming, experiencing financial constraints and benefits from strategic focus, operational improvements, consolidation and an improved capital structure. * Marks Paneth Among Top Three N.Y. Forensic Accounting Providers ----------------------------------------------------------------- Marks Paneth LLP has been ranked among the top three forensic accounting providers serving in the New York metropolitan area in the New York Law Journal (NYLJ) Annual Reader Rankings Survey. Marks Paneth is the only major regional firm to be voted among the top three firms in this category in all five years of the NYLJ Survey. "We are pleased that New York's legal community continues to recognize the substantial forensic accounting expertise Mark Paneth brings to bear for our clients," said Steven L. Henning, Ph.D., CPA, Partner-in-Charge of the Litigation and Corporate Financial Advisory Services Group at Marks Paneth. "Our practice is committed to being responsive, timely and cost-effective, as well as to delivering highly personalized and customized services to law firms, corporations, insurance carriers, nonprofits and government agencies." Marks Paneth's forensic accounting and related services include comprehensive corporate fraud investigations; securities fraud investigations and analysis; analysis of financial institution fraud; bankruptcy fraud investigations; healthcare fraud and abuse evaluation; insurance fraud detection; fraud prevention and internal audit consulting; commercial damages, as well as comprehensive training and education. The New York Law Journal Annual Reader Rankings Survey is the result of online ballots completed by over 8,000 attorneys and legal professionals from solo offices to large companies. The 2014 survey ranked firms in over 90 categories, including technology, research, accounting, insurance, financial services, litigation support, real estate and forensic accounting. Marks Paneth's forensic accounting team's perspectives on the marketplace are available in the firm's library at: http://www.markspaneth.com/library For more information, please contact Katarina Wenk-Bodenmiller of Sommerfield Communications, Inc. at (212) 255-8386 or katarina@sommerfield.com About Marks Paneth LLP Marks Paneth LLP -- http://www.markspaneth.com-- is an accounting firm with over 500 people, of whom approximately 65 are partners and principals. The firm provides public and private businesses with a full range of auditing, accounting, tax, consulting, bankruptcy and restructuring services as well as litigation and corporate financial advisory services to domestic and international clients. The firm also specializes in providing tax advisory and consulting for high-net-worth individuals and their families, as well as a wide range of services for international, real estate, media, entertainment, nonprofit, professional and financial services, and energy clients. The firm has a strong track record supporting emerging growth companies, entrepreneurs, business owners and investors as they navigate the business life cycle. The firm's subsidiary, Tailored Technologies, LLC, provides information technology consulting services. In addition, its membership in Morison International, a leading international association for independent business advisers, financial consulting and accounting firms, facilitates service delivery to clients throughout the United States and around the world. Marks Paneth LLP, whose origins date back to 1907, is the 33rd largest accounting firm in the nation and the 10th largest in the Mid-Atlantic region. In addition, readers of the New York Law Journal rank Marks Paneth as one of the area's top forensic accounting firms for the fifth year in a row. Its headquarters are in Manhattan. Additional offices are in Westchester, Long Island and the Cayman Islands. * Kirkland's Bankruptcy Veteran Richard Cieri to Retire ------------------------------------------------------- Nick Brown and Casey Sullivan, writing for Reuters, reported that people familiar with the matter said bankruptcy veteran Richard Cieri is retiring. According to the report, citing the same people, Mr. Cieri, who helped turn around companies like Calpine Corp and Tronox Ltd, is set to step down in early 2015. Mr. Cieri is partner at Kirkland & Ellis LLP. * BOOK REVIEW: Transnational Mergers and Acquisitions in the United States ----------------------------------------------------- Author: Sarkis J. Khoury Publisher: Beard Books Softcover: 292 pages List Price: $34.95 Review by Gail Owens Hoelscher Order your personal copy today at http://is.gd/hl7cni Transnational Mergers and Acquisitions in the United States will appeal to a wide range of readers. Dr. Khoury's analysis is valuable for managers involved in transnational acquisitions, whether they are acquiring companies or being acquired themselves. At the same time, he provides a comprehensive and large-scale look at the industrial sector of the U.S. economy that proves very useful for policy makers even today. With its nearly 100 tables of data and numerous examples, Khoury provides a wealth of information for business historians and researchers as well. Until the late 1960s, we Americans were confident (some might say smug) in our belief that U.S. direct investment abroad would continue to grow as it had in the 1950s and 1960s, and that we would dominate the other large world economies in foreign investment for some time to come. And then came the 1970s, U.S. investment abroad stood at $78 billion, in contrast to only $13 billion in foreign investment in the U.S. In 1978, however, only eight years later, foreign investment in the U.S. had skyrocketed to nearly #41 billion, about half of it in acquisition of U.S. firms. Foreign acquisitions of U.S. companies grew from 20 in 1970 to 188 in 1978. The tables had turned an Americans were worried. Acquisitions in the banking and insurance sectors were increasing sharply, which in particular alarmed many analysts. Thus, when it was first published in 1980, this book met a growing need for analytical and empirical data on this rapidly increasing flow of foreign investment money into the U.S., much of it in acquisitions. Khoury answers many of the questions arising from the situation as it stood in 1980, many of which are applicable today: What are the motives for transnational acquisitions? How do foreign firms plans, evaluate, and negotiate mergers in the U.S.? What are the effects of these acquisitions on competition, money and capital markets; relative technological position; balance of payments and economic policy in the U.S.? To begin to answer these questions, Khoury researched foreign investment in the U.S. from 1790 to 1979. His historical review includes foreign firms' industry preferences, choice of location in the U.S., and methods for penetrating the U.S. market. He notes the importance of foreign investment to growth in the U.S., particularly until the early 20th century, and that prior to the 1970s, foreign investment had grown steadily throughout U.S. history, with lapses during and after the world wars. Khoury found that rates of return to foreign companies were not excessive. He determined that the effect on the U.S. economy was generally positive and concluded that restricting the inflow of direct and indirect foreign investment would hinder U.S. economic growth both in the short term and long term. Further, he found no compelling reason to restrict the activities of multinational corporations in the U.S. from a policy perspective. Khoury's research broke new ground and provided input for economic policy at just the right time. Sarkis J. Khoury holds a Ph.D. in International Finance from Wharton. He teaches finance and international finance at the University of California, Riverside, and serves as the Executive Director of International Programs at the Anderson Graduate School of Business. ********* 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, Psyche A. Castillon, 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 ***