/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/141021.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, October 21, 2014, Vol. 18, No. 293 Headlines ACCELPATH INC: EIP Cancels Agreement and Plan of Reorganization ADVANCED MICRO DEVICES: Posts $17MM Profit in Third Quarter ALCO STORES: Store Closing Procedures Approval Sought ALCO STORES: Has Interim Authority to Obtain $50-Mil. in DIP Loans ALCO STORES: Has Authority to Pay AWG's $2.1-Mil. Claim ALCO STORES: Schedules Filing Date Extended to Nov. 14 ALCO STORES: Court Issues Joint Administration Order ALLEGIAN INSURANCE: A.M. Best Cuts Fin. Strength Rating to B(fair) ALLIED IRISH: Irish High Court Approves Capital Reduction AMERICAN COMMERCE: Incurs $98,000 Net Loss in Second Quarter ANDREWS COUNTY WASTE: Voluntary Chapter 11 Case Summary ARAMARK SERVICES: Moody's Affirms B1 Corporate Family Rating ARAMID ENTERTAINMENT: Seeks Jan. 2015 Extension of Exclusivity ARC GROUP: Receives Nasdaq Listing Non-Compliance Notice ASPEN SIERRA: Friends of ArrowCreek Acquiring Golf Course ASSOCIATED WHOLESALERS: Gets Final OK of $193-Mil. Financing BION ENVIRONMENTAL: Senate Bill 994 to be Re-Introduced in 2015 BROWN PUBLISHING: EDNY Court Rules on Appeal in Trust Suit v. AXA BUCCANEER ENERGY: Bid & Sale Terms Meet Objection From Cook Inlet CASTLETON APARTMENT: Utility Cos. Compelled to Continue Services CHC-CHESTNUT RIDGE: Case Summary & 20 Largest Unsecured Creditors CLIFFS NATURAL: Moody's Lowers Corporate Family Rating to Ba2 CAESARS ENTERTAINMENT: Affords Secured Creditors Lien on Cash CANNERY CASINO: Moody's Affirms B3 CFR & Changes Outlook to Neg. CHINA GINSENG: Incurs $4.7 Million Net Loss in Fiscal 2014 CLOUDEEVA INC: Evidentiary Hearing Set on Case Dismissal Order COMMUNITY ACTION: No Longer Head Start Program's Local Grantee EAGLE BULK: Plan Effective Date Occurred on Oct. 15 EDGENET INC: Oct. 27 Hearing to Approve Disclosure Statement ELIZABETH ARDEN: Moody's Lowers Corporate Family Rating to B2 ENDEAVOUR INT'L: Nov. 10 Hearing on Proposed Adequate Protection ENDEAVOUR INT'L: Has Interim Authority to Pay Royalties ENDEAVOUR INT'L: Has Interim Approval of Trading Protocol ENDEAVOUR INT'L: Can Employ KCC as Claims & Noticing Agent ENDEAVOUR INT'L: Obtains Interim Stock & Trading Claims Order ENERGY FUTURE: Gets Judge's Nod For $20M Executive Bonus Plan ENERGY FUTURE: May Pay $20 Million in Executive Bonuses FALCON STEEL: Ryan LLC Approved as Property Tax Consultant FALCON STEEL: Wants Plan Exclusivity Extended Until Dec. 26 FALCON STEEL: Has Until Dec. 31 to File Claims vs. Lender FALCON STEEL: Gets Approval of Consulting Deal With Former CEO FRONTIER INSURANCE: Bankr. Judge Won't Dismiss Liquidator's Suit GARLOCK SEALING: Court Adjourns Disclosure Statement Hearing GENERAL MOTORS: Fitch Rates Amended Unsecured Facilities 'BB+' GENERAL MOTORS: Hit With $10B Defect Claims Over Resale Value GREEN AUTOMOTIVE: CEO Ian Hobday Quits; New CFO Named GREYSTONE LOGISTICS: Posts $214,000 Net Income in Aug. 31 Qtr. ISC8 INC: Appointment Chief Reorganizing Officer GRIDWAY ENERGY: Trustee Objects To Exclusivity Extension GT ADVANCED: Judge Doubts Need For Secrecy GT ADVANCED: Delisted From NASDAQ; To Fire 727 Mesa Plant Workers HARDWARE HOLDINGS: S&P Raises Rating on $100MM 1st Lien Loan to B HAYES LARGE ARCHITECTS: Case Summary & 20 Top Unsecured Creditors INTELLIPHARMACEUTICS INT'L: Incurs $1.7MM Net Loss in 2nd Quarter INVERSIONES ALSACIA: Court Sets Dec. 4 Plan Hearing INVERSIONES ALSACIA: Wins Approval of First Day Motions INVERSIONES ALSACIA: Wants to Pay $36.8-Mil. to Critical Vendors INVERSIONES ALSACIA: Seeks to Assume Plan Support Agreement ITR CONCESSION: 4 Groups Mull Offers; Auction Expected in October J.C. PENNEY: At Risk of Bankr.; Taps Marvin Ellison as CEO LAKE CHARLES RETAIL: Bankr. Judge Won't Hear Suit Over Foreclosure LAMSON & GOODNOW: 2 Investors Try to Help Co. Out of Bankruptcy LEHMAN BROTHERS: Merrill Lynch Can't Shake $21M Swaps Demand LDK SOLAR: Creditors OK Cayman, Hong Kong Schemes of Arrangement LONGVIEW POWER: Exclusive Plan Filing Date Extended to Dec. 31 MID-CONTINENT UNIVERSITY: Sued by Teachers for Contract Breach MOUNTAIN PROVINCE: Closes C$100-Mil. Bought Deal Financing COMSTOCK MINING: Incurs $1.9 Million Net Loss in Third Quarter MS MARK SHALE: Tries to Generate Revenue Through Referral Links MPM SILICONES: Bankr. Judge Rules in Bond Trustees' Suit v. JPM MARY SANTIAGO: New York High Court Considers Rent-Regulated Leases MATAGORDA ISLAND: Amends Top 20 Unsecured Creditors List NAARTJIE CUSTOM: Gets Approval of Agreement With Great American AMSTERDAM HOUSE: Working With Nassau to Issue $221MM IDA Bonds NATIONAL AIR CARGO: Case Summary & 20 Largest Unsecured Creditors NBRS FINANCIAL: Howard Bank Assumes All Deposits NEW TESTAMENT CHURCH: Case Summary & 6 Top Unsecured Creditors NORTHWEST GF MUTUAL: A.M. Best Affirms 'B-' Fin. Strength Rating NOVA CHEMICALS: Moody's Assigns Ba2 Rating on New $500MM Sr. Notes NOVA CHEMICALS: S&P Assigns BB+ Rating on Proposed $500MM Notes ORANGE REGIONAL: Fitch Affirms 'BB+' Rating on $248MM 2008 Bonds PANTECH CO: Asks for U.S. Recognition of Korean Bankruptcy PETTERS COMPANY: Trustee Taps Kobre & Kim as Special Counsel PETTERS COMPANY: Trustee Taps Gaffney, Gallagher as Investigator PRIME TIME: To Sell Assets to Prime Time Acquisition for $8.15MM PROSPECT SQUARE 07: Seeks Approval of Settlement With MSCI PVA APARTMENTS: Voluntary Chapter 11 Case Summary SAINT FRANCIS' HOSPITAL: To Remain Open, Financial Advisor Says ROSETTA GENOMICS: Three More Items Added on Meeting Agenda XZERES CORP: Incurs $3 Million Net Loss in Second Quarter SANDORD AND SON: Voluntary Chapter 11 Case Summary SEARS HOLDINGS: Sears Canada Files Form F-10 Prospectus SEARS METHODIST: Texas Tech Objects to Asset Sale SHOTWELL LANDFILL: LSCG Fund Files 3rd Amended Liquidation Plan SHOTWELL LANDFILL: Files Supplement to Reorganization Plan SHREE ARIHANT: Economy Inn Sold for $1.29MM at Foreclosure Auction SRKO FAMILY: Hearing to Consider Plan Approval Is on Oct. 24 STANLEY THAW: Non-Bankrupt Spouse's Homestead Can Be Sold STARR PASS: Wants Plan Filing Deadline Moved to December 9 SUNGARD DATA: Moody's Rasies Unsecured Notes Rating to B3 TERESA GIUDICE: Pleads Guilty Over Fake License TRIGEANT HOLDINGS: Files 1st Amended Plan & Disclosure Statement TRINET HR: S&P Raises CCR to 'B+' on Good Operating Performance TRUMP ENTERTAINMENT: Says Union Is 'Sacrificing' Workers' Jobs UNI-PIXEL INC: To Hold Third Quarter Conference Call on Nov. 6 UNIVERSAL HEALTH: Court Amends Gregory Sharer Retention Order URS CORP: Moody's Lowers Senior Secured Debt Rating to B1 US STEEL CANADA: Has Tentative Deal on Hamilton Works Contract VARIANT HOLDING: Amends List of Top 20 Unsecured Creditors VEDE JACOB MILLER: Means Test Includes Salary Received VIGGLE INC: To Issue 3.3MM Shares Under 2011 Incentive Plan WATERFORD SPEEDBOWL: Owner Could Lose Track at Foreclosure Auction WEST CORP: To Redeem Outstanding 7.875% Senior Notes Due 2019 WESTMORELAND COAL: Agrees to Buy Oxford Resource General Partner * Fed Official Calls for End of Gov't Rescue of Large Fin'l Firms * Large Companies With Insolvent Balance Sheet ********* ACCELPATH INC: EIP Cancels Agreement and Plan of Reorganization --------------------------------------------------------------- On Oct. 24, 2013, AccelPath and Energy Innovative Products entered into an Agreement and Plan of Reorganization in which EIP was to become a wholly-owned subsidiary of AccelPath. On Oct. 9, 2014, EIP gave notice to Accelpath of its intention to terminate the Agreement. As a result, the parties will take all action required to unwind the transaction, including the return and surrender by Accelpath of the common stock its holds in EIP, and the return and surrender by EIP of its 3,500 shares of Series I Preferred Stock of AccelPath. Accelpath will retire all shares of Series I Preferred Stock to treasury. Securities Purchase Agreement On Oct. 16, 2014, AccelPath entered into a Securities Purchase Agreement with the common stock and preferred stock shareholders of Village Tea Distributors, Inc., holding seventy percent (70%) of common stock and all the Series A Preferred Stock of Village Tea. Upon the closing of the transaction, Village Tea will become a majority-owned subsidiary of AccelPath. Accelpath agrees to issue 1,525 shares of a newly designated series of convertible preferred stock to the Sellers, which will be designated as Series J Preferred Stock. The Series J Preferred Stock will have a stated value per share equal to $1,000, will pay an annual dividend of 10% in cash or common stock, and will be convertible at the holder's option, subject to beneficial ownership limitations, into shares of the common stock of Accelpath at a conversion price equal to eighty percent (80%) of the lowest closing bid price for the Common Stock during the thirty (30) trading days immediately preceding a Conversion Date. Accelpath agrees to assume $538,500 worth of the debt obligations of Village Tea in connection with the Agreement. The Parties anticipate the closing to occur on or before Dec. 1, 2014. About AccelPath Gaithersburg, Md.-based AccelPath has two primary businesses: AccelPath, LLC, and Digipath Solutions, LLC, are in the business of enabling pathology diagnostics and Technest, Inc. (a 49% owned subsidiary) is in the business of the design, research and development, integration, sales and support of three- dimensional imaging devices and systems. John Scrudato CPA expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company had an accumulated deficit at June 30, 2014, a net loss and net cash used in operating activities for the fiscal year then ended. The Company reported a net loss of $2.51 million on $216,000 of revenues for the fiscal year ended June 30, 2014, compared with a net loss of $1.99 million on $334,616 of sales in the prior year. The Company's balance sheet at June 30, 2014, showed $1.13 million in total assets, $2.75 million in total liabilities and a stockholders' deficit of $1.63 million. ADVANCED MICRO DEVICES: Posts $17MM Profit in Third Quarter ----------------------------------------------------------- Advanced Micro Devices, Inc., reported net income of $17 million on $1.42 billion of net revenue for the three months ended Sept. 27, 2014, compared to net income of $48 million on $1.46 billion of net revenue for the three months ended Sept. 28, 2013. For the nine months ended Sept. 27, 2014, the Company reported a net loss of $39 million on $4.26 billion of net revenue compared to a net loss of $172 million on $3.71 billion of net revenue for the nine months ended Sept. 28, 2013. As of Sept. 27, 2014, the Company had $4.32 billion in total assets, $3.69 billion in total liabilities and $535 million in total stockholders' equity. "AMD's third quarter financial performance reflects progress in diversifying our business," said Dr. Lisa Su, AMD president and CEO. "Our Enterprise, Embedded and Semi-Custom segment results were strong; however, performance in our Computing and Graphics segment was mixed based on challenging market conditions that require us to take further steps to evolve and strengthen the financial performance of this business. Our top priority is to deliver leadership technologies and products as we continue to transform AMD." A copy of the press release is available for free at: http://is.gd/ka9np0 About Advanced Micro Devices Sunnyvale, California-based Advanced Micro Devices, Inc., is a global semiconductor company. The Company's products include x86 microprocessors and graphics. Advanced Micro incurred a net loss of $83 million on $5.29 billion of net revenue for the year ended Dec. 28, 2013, as compared with a net loss of $1.18 billion on $5.42 billion of net revenue for the year ended Dec. 29, 2012. * * * In August 2013, Standard & Poor's Ratings Services revised its outlook on Advanced Micro to negative from stable. At the same time, S&P affirmed its 'B' corporate credit and senior unsecured debt ratings on AMD. As reported by the TCR on June 5, 2014, Fitch Ratings had upgraded the long-term Issuer Default Rating (IDR) for Advanced Micro Devices Inc. (NYSE: AMD) to 'B-' from 'CCC'. The upgrade primarily reflects AMD's improved financial flexibility from recent refinancing activity, which extends meaningful debt maturities until 2019. In the Feb. 4, 2013, edition of the TCR, Moody's Investors Service lowered Advanced Micro Devices' corporate family rating to B2 from B1. The downgrade of the corporate family rating to B2 reflects AMD's prospects for weaker operating performance and liquidity profile over the next year as the company commences on a multi- quarter strategic reorientation of its business in the face of a challenging macro environment and a weak PC market. ALCO STORES: Store Closing Procedures Approval Sought ----------------------------------------------------- BankruptcyData reported that ALCO Stores filed with the U.S. Bankruptcy Court an emergency motion for a comprehensive sale process relating to store closing sales. According to BData, a joint venture among Tiger Capital Group, SB Capital Group and Great American Group WF will serve as the stalking horse liquidator. The Debtors propose to solicit bids for the Subject Assets and to conduct an auction for the assets under the following time line: (A) the deadline to submit competing bids will be on or before Nov. 17, 2014; (B) if one or more competing bids are received, the Debtors will conduct an Auction, beginning on Nov. 19, 2014, at the offices of DLA Piper LLP (US), in New York, or an alternative location to be mutually agreed upon by the Debtors, Wells Fargo, and, if appointed, the Official Committee of Unsecured Creditors. About ALCO Stores ALCO Stores, Inc., operates 198 stores in 23 states throughout the central United States. Alco offers 35,000 items at its stores, which are located at smaller markets usually not served by other regional or national broad line retail chains. The company was founded in 1901 as a general merchandising operation in Abilene, Kansas. ALCO is a public company, and its common stock is quoted on the NASDAQ National Market tier of the NASDAQ Stock Market under the ticker symbol "ALCS." ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas, Texas, on Oct. 12, 2014, with plans to let liquidators conduct store closing sales or sell the business to a going-concern buyer. Judge Stacey G. Jernigan presides over the Chapter 11 cases. The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey Capital, Inc., as financial advisor, and Prime Clerk LLC as claims and noticing agent. As of July 2014, ALCO Stores had assets totaling $222 million and liabilities totaling $162 million. The bulk of the liabilities was total debt outstanding under a credit facility with Wells Fargo Bank, National Association, of which the aggregate outstanding was $104.2 million as of the Petition Date. ALCO STORES: Has Interim Authority to Obtain $50-Mil. in DIP Loans ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, gave Alco Stores, Inc., et al., interim authority to obtain secured, superpriority postpetition loans up to an aggregate amount of $50,000,000, from Wells Fargo Bank, National Association, as administrative agent and collateral agent. The Debtors are also given interim authority to use cash collateral securing their prepetition indebtedness. The Debtors have outstanding secured debt to various lenders pursuant to a credit agreement dated as of May 30, 2014, with Wells Fargo, as administrative agent and collateral agent. As of the Petition Date, the aggregate outstanding principal amount owed by the Debtors was not less than $93,517,482, consisting of revolving credit loans in the outstanding principal of $76,092,482, a term loan in the outstanding principal of $12,675,000, and a real estate term loan in the outstanding principal amount of $4,750,000. The Interim DIP Order provides that Associated Wholesale Grocers, Inc., of which the lead borrower is a member, will continue to hold a valid, perfected lien and security interest in and to the AWG Equity to secure all obligations owing to AWG. The liens and security interests of the DIP Agent on behalf of the DIP Secured Parties granted by the Interim Order in any AWG Equity will be junior and inferior to those of AWG. Moreover, the Interim DIP Order provides that the relief granted is without prejudice to any rights of the Texas Comptroller of Public Accounts to funds which do not constitute property of the estate but which may qualify as tax trust funds. The Comptroller is not precluded from pursuing funds, if any, by the Interim Order, nor is any party in interest precluded from contesting any action of the Comptroller to recover alleged trust funds. The Texas Comptroller objected to the DIP financing and cash collateral motions to address the tax trust fund issues. The Texas Comptroller said on Oct. 9, 2014, ALCO Stores filed its sales tax return for the month of September 2014 reflecting sales taxes collected in the amount of $407,795. The Debtor did not pay or remit the sales tax trust funds to the Comptroller. A full-text copy of the Interim DIP Order is available at http://bankrupt.com/misc/ALCOdipord1016.pdf The hearing to consider entry of a final order is scheduled for Nov. 12, 2014, at 1:30 p.m. (Central Time). Objections must be submitted on or before Nov. 7. The Texas Comptroller is represented by: Jay W. Hurst, Esq. Assistant Attorney General Bankruptcy & Collection Division P. O. Box 12548 Austin, TX 78711-2548 Tel: (512) 475-4861 Fax: (512) 936-1409 E-mail: jay.hurst@texasattorneygeneral.gov About ALCO Stores ALCO Stores, Inc., operates 198 stores in 23 states throughout the central United States. Alco offers 35,000 items at its stores, which are located at smaller markets usually not served by other regional or national broad line retail chains. The company was founded in 1901 as a general merchandising operation in Abilene, Kansas. ALCO is a public company, and its common stock is quoted on the NASDAQ National Market tier of the NASDAQ Stock Market under the ticker symbol "ALCS." ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas, Texas, on Oct. 12, 2014, with plans to let liquidators conduct store closing sales or sell the business to a going-concern buyer. Judge Stacey G. Jernigan presides over the Chapter 11 cases. The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey Capital, Inc., as financial advisor, Deloitte as restructuring advisors and Prime Clerk LLC as claims and noticing agent. As of July 2014, ALCO Stores had assets totaling $222 million and liabilities totaling $162 million. ALCO STORES: Has Authority to Pay AWG's $2.1-Mil. Claim ------------------------------------------------------- Alco Stores, Inc., et al., sought and obtained authority from the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, to pay the prepetition claims of Associated Wholesale Grocers, Inc., as a critical vendor. AWG and the Debtors, which are parties to a membership agreement, dated Aug. 25, 2010, have agreed to "critical vendor" treatment subject to the Debtors' payment to AWG the sum of $2,079,434 to be applied against the Debtors' Prepetition Open Account. The Debtors and AWG agree that the balance of the Prepetition Open- Account will be satisfied without the need for offset or recoupment from AWG Equity. According to Vincent P. Slusher, Esq., at DLA Piper LLP (US), in Dallas, Texas, AWG accounts for approximately 26% of the Debtors' total purchases. The Debtors' relationship with AWG has allowed for the reduction of inventory, improved turnover and lower operating expenses at its distribution facility in Abilene, Kansas, Mr. Slusher tells the Court. Moreover, the Debtors' relationship with AWG provided the Debtors with brands and products that would otherwise not be available had the Debtors sought to obtain directly, Mr. Slusher adds. If the Debtors were not able to continue to do business with AWG, it would be very difficult and time consuming for the Debtors to find replacement suppliers, arrange for transportation to its distribution center and set up new fulfillment procedures, Mr. Slusher says. In addition, because of AWG's fulfillment schedules, the Debtors typically don't carry excess inventory, and therefore do not have the excess inventory to carry them through this period of transition, he asserts. About ALCO Stores ALCO Stores, Inc., operates 198 stores in 23 states throughout the central United States. Alco offers 35,000 items at its stores, which are located at smaller markets usually not served by other regional or national broad line retail chains. The company was founded in 1901 as a general merchandising operation in Abilene, Kansas. ALCO is a public company, and its common stock is quoted on the NASDAQ National Market tier of the NASDAQ Stock Market under the ticker symbol "ALCS." ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas, Texas, on Oct. 12, 2014, with plans to let liquidators conduct store closing sales or sell the business to a going-concern buyer. Judge Stacey G. Jernigan presides over the Chapter 11 cases. The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey Capital, Inc., as financial advisor, Deloitte as restructuring advisors and Prime Clerk LLC as claims and noticing agent. As of July 2014, ALCO Stores had assets totaling $222 million and liabilities totaling $162 million. ALCO STORES: Schedules Filing Date Extended to Nov. 14 ------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, extended Alco Stores, Inc., et al.'s time to file their schedules of assets and liabilities and statements of financial affairs through and including Nov. 14, 2014. The Debtors originally sought extension of their Schedules filing date Nov. 21, but the Court only gave them until Nov. 14. In support of the extension request, Vincent P. Slusher, Esq., at DLA Piper LLP (US), averred that "cause" exists for an extension of the deadline given the substantial burdens already imposed on the Debtors' management by the commencement of the chapter 11 cases, the limited number of employees available to collect the information, the competing demands upon such employees, and the time and attention the Debtors must devote to the restructuring process. About ALCO Stores ALCO Stores, Inc., operates 198 stores in 23 states throughout the central United States. Alco offers 35,000 items at its stores, which are located at smaller markets usually not served by other regional or national broad line retail chains. The company was founded in 1901 as a general merchandising operation in Abilene, Kansas. ALCO is a public company, and its common stock is quoted on the NASDAQ National Market tier of the NASDAQ Stock Market under the ticker symbol "ALCS." ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas, Texas, on Oct. 12, 2014, with plans to let liquidators conduct store closing sales or sell the business to a going-concern buyer. Judge Stacey G. Jernigan presides over the Chapter 11 cases. The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey Capital, Inc., as financial advisor, Deloitte as restructuring advisors and Prime Clerk LLC as claims and noticing agent. As of July 2014, ALCO Stores had assets totaling $222 million and liabilities totaling $162 million. ALCO STORES: Court Issues Joint Administration Order ---------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, issued an order directing the joint administration of the Chapter 11 cases of Alco Stores, Inc., and its debtor affiliates under the lead case no. 14-34941. About ALCO Stores ALCO Stores, Inc., operates 198 stores in 23 states throughout the central United States. Alco offers 35,000 items at its stores, which are located at smaller markets usually not served by other regional or national broad line retail chains. The company was founded in 1901 as a general merchandising operation in Abilene, Kansas. ALCO is a public company, and its common stock is quoted on the NASDAQ National Market tier of the NASDAQ Stock Market under the ticker symbol "ALCS." ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas, Texas, on Oct. 12, 2014, with plans to let liquidators conduct store closing sales or sell the business to a going-concern buyer. Judge Stacey G. Jernigan presides over the Chapter 11 cases. The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey Capital, Inc., as financial advisor, Deloitte as restructuring advisors and Prime Clerk LLC as claims and noticing agent. As of July 2014, ALCO Stores had assets totaling $222 million and liabilities totaling $162 million. ALLEGIAN INSURANCE: A.M. Best Cuts Fin. Strength Rating to B(fair) ------------------------------------------------------------------ A.M. Best Co. has downgraded the financial strength rating to B(Fair) from B+ (Good) and the issuer credit rating to "bb+" from "bbb-" for Allegian Insurance Company (AIC) (San Antonio, TX), and placed these ratings under review with negative implications. AIC -- formerly known as Valley Baptist Insurance Company -- does business as Allegian Health Plan. The parent company of AIC was acquired by Tenet Healthcare Corporation (Tenet) [NYSE: THC] on Oct. 1, 2013. The rating actions primarily reflect A.M. Best's concern regarding AIC's material weakness in internal control over financial reporting identified during the 2013 year-end audit. As disclosed in the company's statutory financials, material errors resulted in the company having to amend its 2013 annual statement. Additionally, AIC increased its incurred but not reported (IBNR) and premium deficiency reserve (PDR) due to higher-than-expected claims experience. A.M. Best notes that Tenet infused $9 million of capital into AIC in the third quarter 2014 and is committed to supporting AIC going forward. A.M. Best acknowledges that AIC's operating results improved during the first six months of 2014 and that growth initiatives are being pursued in select counties in Texas. Moreover, the organization has been proactive in establishing and implementing a corrective action plan to resolve the internal control issues that followed the transition of the financial reporting function from a third party vendor. The under review with negative implications status reflects A.M. Best's concern that until the material weakness is fully remediated, the potential exists for additional reserve increases and/or material adjustments to AIC's financial statements. As AIC's operating performance improves and its balance sheet strengthens due to the company's efforts to remediate the internal control deficiencies, A.M. Best will reassess the ratings. ALLIED IRISH: Irish High Court Approves Capital Reduction --------------------------------------------------------- Allied Irish Banks announced that the Irish High Court has approved the Company's application to confirm a special resolution to a) cancel (i) the capital redemption reserve of EUR3,926,055,941 resulting from the cancellation of the Deferred Shares created by the subdivision of ordinary shares and (ii) an amount of EUR1,073,944,058 standing to the credit of the Bank's share premium account, and b) treat the EUR5 billion reserve resulting from (i) and (ii) as profits available for distribution, as defined by section 45 of the Companies (Amendment) Act 1983. The taking of any action that utilizes distributable reserves at a future date, as and when conditions permit will be subject to all relevant approvals. The reduction will become effective when the High Court order is registered with the Companies Registration Office. The reduction of the share capital has no impact on ordinary shareholders, the operating performance of the bank or the Group's capital ratios. AIB currently has 523,438,445,437 ordinary shares in issue, of which 99.8% are held by the National Pensions Reserve Fund Commission, with 500 billion of the ordinary shares issued to the NPRFC in July 2011 at a price of EUR0.01 per share. Based on the number of shares currently in issue and the closing share price at Oct. 14, 2014, AIB trades on a valuation multiple of c. 7x (excluding 2009 Preference Shares) 30 June 2014 Net Asset Value (NAV). The Group continues to note that the median for comparable European banks is c.1x NAV. For further information, please contact: David O'Callaghan, Company Secretary, Allied Irish Banks, p.l.c. Tel: +353-1-660 0311 About Allied Irish Banks Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a major commercial bank based in Ireland. It has an extensive branch network across the country, a head office in Dublin and a capital markets operation based in the International Financial Services Centre in Dublin. AIB also has retail and corporate businesses in the UK, offices in Europe and a subsidiary company in the Isle of Man and Jersey (Channel Islands). Since the onset of the global and Irish financial crisis, AIB's relationship with the Irish Government has changed significantly. As at Dec. 31, 2010, the Government, through the National Pension Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary shares of the Company (the share of the voting rights at shareholders' general meetings), 10,489,899,564 convertible non- voting ("CNV") shares and 3.5 billion 2009 Preference Shares. On April 8, 2011, the NPRFC converted the total outstanding amount of CNV shares into 10,489,899,564 ordinary shares of AIB, thereby increasing its holding to 92.8% of the ordinary share capital. In addition to its shareholders' interests, the Government's relationship with AIB is reflected through formal and informal oversight by the Minister and the Department of Finance and the Central Bank of Ireland, representation on the Board of Directors (three non-executive directors are Government nominees), participation in NAMA, and otherwise. Allied Irish Banks reported a loss of EUR1.59 billion on EUR1.34 billion of net interest income for the year ended Dec. 31, 2013, as compared with a loss of EUR3.55 billion on EUR1.10 billion of net interest income in 2012. Allied Irish incurred a net loss of $2.32 billion in 2011. At Dec. 31, 2013, the Company had EUR117.73 billion in total assets, EUR107.24 billion in total liabilities and EUR10.49 billion in total shareholders' equity. AMERICAN COMMERCE: Incurs $98,000 Net Loss in Second Quarter ------------------------------------------------------------ American Commerce Solutions, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $98,468 on $474,336 of net sales for the three months ended Aug. 31, 2014, compared to a net loss of $17,573 on $695,174 of net sales for the three months ended Aug. 31, 2013. The Company also reported a net loss of $38,511 on $1.08 million of net sales for the six months ended Aug. 31, 2014, compared to a net loss of $65,696 on $1.37 million of net sales for the same period a year ago. The Company's balance sheet at Aug. 31, 2014, showed $4.80 million in total assets, $2.99 million in total liabilities and $1.81 million in total stockholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/QfYqhP About American Commerce American Commerce Solutions, Inc., headquartered in Bartow, Florida, is primarily a holding company with one wholly owned subsidiary; International Machine and Welding, Inc., is engaged in the machining and fabrication of parts used in heavy industry, and parts sales and service for heavy construction equipment. As previously reported, Messineo & Co., CPAs LLC, in Clearwater, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2014. The independent auditors noted that the Company has recurring losses resulting in an accumulated deficit and is in default of several notes payable. These conditions raise substantial doubt about its ability to continue as a going concern. ANDREWS COUNTY WASTE: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Andrews County Waste Disposal, LLC 4508 SW 5001 Andrews, TX 79714 Case No.: 14-70115 Chapter 11 Petition Date: October 17, 2014 Court: United States Bankruptcy Court Western District of Texas (Midland) Judge: Hon. Ronald B. King Debtor's Counsel: Max R. Tarbox, Esq. TARBOX LAW, PC 2301 Broadway Lubbock, TX 79401 Tel: (806) 686-4448 Fax: (806) 368-9785 Email: max@tarboxlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jerome Richter, managing member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. ARAMARK SERVICES: Moody's Affirms B1 Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service affirmed Aramark Services, Inc.'s ratings. The Corporate Family rating (CFR) was affirmed at B1, the Probability of Default rating (PDR) was affirmed at B1-PD, the senior secured was affirmed at B1, the senior unsecured was affirmed at B3 and the Speculative Grade Liquidity rating was affirmed at SGL-2. The ratings outlook was revised to positive from stable. Issuer: Aramark Services, Inc. Corporate Family Rating, Affirmed B1 Probability of Default Rating, Affirmed B1-PD Senior Secured, Affirmed B1 Senior Unsecured, Affirmed B3 Speculative Grade Liquidity Rating, Affirmed SGL-2 Outlook, Changed To Positive From Stable Ratings Rationale "The revision of the outlook to positive reflects Moody's expectation that Aramark's financial metrics will improve in 2015 on the back of the improving U.S. economy," said Edmond DeForest, Moody's Senior Credit Officer. The B1 CFR reflects Aramark's high leverage, and Moody's expectations for moderate free cash flow and revenue growth in the low single digits. The ratings benefit from Aramark's operating scale, highly predictable and recurring revenues and steady profit margins. Moody's expects debt to EBITDA to decline to less than 5 times and EBITDA less capital expenditures to interest to improve to over 2 times over the next year. Profitability as measured by EBITA margins should remain about 6%. Moody's anticipates free cash flow could recover to about $300 million (with free cash flow to debt of about 4% to 5%) as non-recurring cash uses in fiscal 2014 (ended September), including those associated with the December 2013 initial public offering, are eliminated; however, Moody's expects Aramark's free cash flow to remain seasonal, with most cash coming in the fiscal fourth quarter (ends September). Good liquidity is provided by expected free cash flow, cash balances expected to remain above $100 million and a $770 million revolver (steps down to $730 million in 2015) with at least $450 million available at all times. All financial metrics reflect Moody's standard adjustments. The positive ratings outlook reflects Moody's expectation of low single digit revenue growth, steady EBITA margins and free cash flow of over $300 million in fiscal 2015 driven by improving business conditions in the U.S. and a continued focus on cost management and business process improvements. The ratings could be upgraded if Aramark achieves sustained revenue and profitability growth and demonstrates conservative financial policies such that Moody's expect debt to EBITDA to be sustained at about 4.5 times. The ratings could be downgraded if, as a result of some combination of poor results from operations, acquisitions or shareholder-friendly actions, Moody's comes to expect debt to EBITDA to be maintained above 5.5 times or free cash flow to debt to be sustained below 2%. 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. Aramark is a provider of food and related services to a broad range of institutions and the second largest uniform and career apparel business in the United States. Aramark is owned by public shareholders and a consortium of affiliates of private equity sponsors (GS Capital Partners, CCMP Capital Advisors, J.P. Morgan Partners, Thomas H. Lee Partners and Warburg Pincus) and the company's management team. Moody's expects fiscal 2015 (ends September) revenue of about $15 billion. ARAMID ENTERTAINMENT: Seeks Jan. 2015 Extension of Exclusivity -------------------------------------------------------------- Aramid Entertainment Fund Limited asks the Bankruptcy Court to extend the exclusivity period through and until January 9, 2015, to file a Chapter 11 plan, and through and until March 20, 2014 to solicit acceptances of the Plan. The motion was filed and entered on October 9, 2014. In the first four months of the case, the Debtors have made substantial progress in the conduct of reorganizing their business. The duly appointed joint voluntary liquidators investigated and understood the assets and liabilities of the Debtors. Their findings show that the litigation between the Debtors and the parties David Molner and David Bergstein had historically, and continued to, consume an extraordinary amount of the Debtors' time and resources. Based on the number and intensity of the Actions, the Debtors concluded that if they were not resolved, the Actions would result in debilitating distraction and material and unlikely costs to the Debtors. Due to the number, complexity and expense associated with the Actions, the Debtors' strategy with respect to the Actions is a threshold issue in these cases that should logically be resolved before the Debtors proceed with the proposal of the plan. Hearing on the extension of exclusivity period is set on November 18, 2014. Objections should be lodged on or before November 11, 2014. Aramid Entertainment Fund is represented by: James C. McCarroll, Esq. Jordan W. Siev, Esq. Richard A. Robinson, Esq. Michael J. Venditto, Esq. REED SMITH LLP 599 Lexington Avenue New York, NY 10022-7650 Telephone: (212) 521-5400 Facsimile: (212) 521-5450 E-mail: jmccarroll@reedsmith.com jsiev@reedsmith.com rrobinson@reedsmith.com mvenditto@reedsmith.com 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. ARC GROUP: Receives Nasdaq Listing Non-Compliance Notice -------------------------------------------------------- ARC Group Worldwide, Inc. on Oct. 17 disclosed that on October 15, 2014, it received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that it is not in compliance with Nasdaq Listing Rule 5250(c)(1), Obligation to File Periodic Financial Reports, because it did not timely file its Annual Report on Form 10-K for the fiscal year ended June 30, 2014 with the Securities and Exchange Commission. As previously disclosed in the Company's press release dated October 14, 2014, the Company determined that it needs to delay the filing of its Annual Report on Form 10-K for the fiscal year ended June 30, 2014. The Company has been provided an initial grace period of 60 calendar days, or until December 15, 2014, to submit a plan to regain compliance and if Nasdaq accepts the Company's plan, an additional grace period of up to 180 calendar days from the original due date, or until April 13, 2015, can be provided to regain compliance. In the event Nasdaq determines that the Company's plan is not sufficient to regain compliance, Nasdaq staff will send written notice that the Company's common stock will be subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq hearings panel. The Company is working diligently on this matter and intends to file its Annual Report on Form 10-K as soon as reasonably possible. About ARC Group Worldwide, Inc. ARC Group Worldwide -- http://www.ArcGroupWorldwide.com-- is a global advanced manufacturing and 3D printing service provider. Founded in 1987, the Company offers its customers a compelling portfolio of advanced manufacturing technologies and cutting-edge capabilities to improve the efficiency of traditional manufacturing processes and accelerate their time to market. In addition to being a world leader in metal injection molding ("MIM"), ARC has significant expertise in 3D printing and imaging, materials science, advanced tooling, automation, machining, stamping, plastic injection molding, lean manufacturing, and robotics. ASPEN SIERRA: Friends of ArrowCreek Acquiring Golf Course --------------------------------------------------------- Marcella Corona at the Reno Gazette-Journal reports that local homeowner group Friends of ArrowCreek is finalizing a deal to acquire Aspen Sierra Leasing Company's ArrowCreek Country Club golf course. Citing Friends of ArrowCreek chairperson Gary Pestello and Rew Goodnow, Esq., an attorney with Parsons Behle & Latimer, which represents the group, RGJ relates that the group will assume about $2 million of liability, which includes more than $1.4 million of unpaid water bills, special assessment district fees, unpaid taxes and interest penalties. According to RGJ, Mr. Pestello said that Friends of ArrowCreek had paid a $100,000 down payment in September and expect to close escrow by the end of October or sooner. The Friends of ArrowCreek has been working on acquiring the course since December 2013, the report states, citing Mr. Pestello. Reno, Nevada-based Aspen Sierra Leasing Company, aka Arrocreek Country Club, filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 14-50087) on Jan. 21, 2014, estimating its assets and liabilities at $1 million to $10 million each. Judge Bruce T. Beesley presides over the case. Stephen R Harris, Esq., at Harris Law Practice LLC, serves as the Debtor's counsel. ASSOCIATED WHOLESALERS: Gets Final OK of $193-Mil. Financing ------------------------------------------------------------ Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware has granted final authority to AWI Delaware, Inc., et al., to obtain $193 million in debtor-in-possession financing with financial institutions, including C&S Wholesale Grocers, Inc., and Bank of America, N.A., in its capacity as "issuing bank." The Court also authorized and directed the Debtors to execute and deliver the DIP Loan Documents and to perform the DIP Obligations. The Court said that for avoidance of doubt, the Unused Line Fee will be payable to the DIP Lenders pursuant to the DIP Credit Agreement as calculated based upon the Revolving Credit Commitment, which amount will be $175 million as if the entry of the Final Order. As reported by the Troubled Company Reporter, the DIP facility generally consists of (i) from the Bank Lenders, secured revolving loans with a maximum available amount of $152,110,000 plus the amount of the letter of credit obligations outstanding as of the Petition Date, and (ii) from C&S, a secured revolving loan of up to $18 million. All objections to the motion, to the extent not withdrawn or resolved, are overruled. A copy of the Final Order is available for free at: http://bankrupt.com/misc/AssociatedWholesalers_FDIPOrder.pdf Objections to DIP Motion Prior to the entry of the Final Order, the Ad Hoc Committee and Official Committee of Unsecured Creditors filed separate objections. The Ad Hoc Committee told the Court signing the then proposed final order would have given the Debtors and DIP Lenders the unfettered ability to control the payment of administrative expense claims, and usurp the Court's discretion in the process. The Creditors Committee said that while it does not object to the DIP Facility in general, there are specific provisions of the DIP Agreement and the Interim Order, which, if continued into the Final Order, would improperly benefit the Pre-Petition Secured Parties and the DIP Secured Parties at the expense of the Debtors' estates and their creditors. Bank of America, N.A., as administrative agent under the DIP Facility and prepetition credit facility, asserted that the Creditors Committee's objection was unfounded. BofA argued that the Committee's Objection demonstrates a short-sighted view of the bankruptcy cases and the benefits that the DIP Lenders are providing to the Creditors Committee's constituency. 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 sought Chapter 11 bankruptcy protection on Sept. 9, 2014, 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 serves as the claims agent. BION ENVIRONMENTAL: Senate Bill 994 to be Re-Introduced in 2015 --------------------------------------------------------------- Senator Elder Vogel, Chairman of the Pennsylvania Senate Agriculture Committee, recently announced plans to re-introduce PA Senate Bill (SB) 994, the Major Watershed Improvement Act, in January 2015. The Bill, which has the support of the Pennsylvania Farm Bureau, PennAg and the National Milk Producers Federation, is projected to save Pennsylvania up to $1.5B annually in Chesapeake Bay (CB) mandated nutrient reduction costs by 2025, according to a study by the Pennsylvania Legislative and Budget Finance Committee (LBFC). Dominic Bassani, Bion Environmental Technologies, Inc.'s CEO, stated, "When the legislature's own study projects a reduction in compliance costs by up to 80 percent, by injecting private sector competition through competitive bidding into the solutions toolkit, it is a wake-up call. The potential for cost reductions of this magnitude cannot be ignored, considering the Commonwealth's requirements to ensure cost-effective solutions for taxpayer-funded activities." Pennsylvania recently announced it failed to meet its 2013 CB nitrogen reduction targets by 2M pounds; some forecasts project the default will grow to 6M pounds by the 2017 water year. Shortfalls related to federal environmental compliance mandates will result in additional compliance costs to tax- and rate- payers. In light of these looming costs, legislation to reform the existing system and support private sector competition that focuses on accountability and low-cost nutrient reductions from agriculture, is both timely and needed. Bassani added, "The reason the private sector is interested in this market is because it is massive and, now that verified credits can be generated from agriculture, the existing public authority cost of delivering nutrient reductions is so much higher than these alternatives." Until recently, verified credits such as those Bion is approved to produce from agricultural projects were simply not available. The concern on the part of municipalities and other regulated sources was that modeled credits, such as best management practices, were not achieving the reductions that were claimed. EPA Region III completed a technical assessment that concluded significant divergence between modeled and actual nutrient reductions and has recommended a 50 percent uncertainty factor be applied to modeled reductions to allow their use as verified offsets. A cost-effective nutrient strategy in Pennsylvania (and other affected watersheds) must include policy reform in support of an SB 994-type solution. The Susquehanna watershed is facing billions of dollars in stormwater costs if the existing approach to the CB compliance mandate is allowed to continue. More importantly, reductions from stormwater will only provide a small portion of the nutrient reductions necessary to meet the Commonwealth's current mandate, leaving tax and ratepayers exposed to the economic consequences of further mandated nutrient reductions. Bion's proven and patented technology platform provides comprehensive environmental treatment of livestock waste and recovers renewable energy and valuable nutrients from the waste stream. For more information, visit www.biontech.com. About Bion Environmental Bion Environmental Technologies Inc.'s patented and proprietary technology provides a comprehensive environmental solution to a significant source of pollution in US agriculture, large scale livestock facilities known as Confined Animal Feeding Operations. Bion's technology produces substantial reductions of nutrient releases (primarily nitrogen and phosphorus) to both water and air (including ammonia, which is subsequently re-deposited to the ground) from livestock waste streams based upon the Company's operations and research to date (and third party peer review). In its report on the consolidated financial statements fo rthe year ended June 30, 2014, GHP Horwath, P.C., expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has not generated significant revenue and has suffered recurring losses from operations. The Company reported a net loss of $5.76 million on $5,931 of revenue for the fiscal year ended June 30, 2014, compared with a net loss of $8.25 million on $11,862 of revenue in 2013. The Company's balance sheet at June 30, 2014, showed $4.59 million in total assets, $12.02 million in total liabilities, Series B Redeemable Convertible Preferred stock of $23,400, and a stockholders' deficit of $7.46 million. BROWN PUBLISHING: EDNY Court Rules on Appeal in Trust Suit v. AXA ----------------------------------------------------------------- Eastern District of New York Judge Sandra J. Feuerstein affirmed in part, and denied in part, a bankruptcy court order granting summary judgment in favor of AXA Equitable Life Insurance Company in a lawsuit commenced against it by The Brown Publishing Company Liquidating Trust, the successor in interest to The Brown Publishing Company. On April 30, 2012, the Trust commenced an adversary proceeding against AXA Equitable, seeking to avoid $300,000 transfers on the basis, inter cilia, that they were fraudulent conveyances by BPC on behalf of B's Nest. On June 16, 2011, the bankruptcy court confirmed BPC's Plan of Reorganization, which became effective on June 22, 2011. The Plan and Confirmation Order vested in the Trust and the Liquidating Trustee to pursue, settle, compromise or abandon claims and Causes of Action as he determines is in the best interests of the beneficiaries of the Trust. AXA Equitable generally denies the allegations in the complaint and raises 13 defenses, including, inter cilia, that AXA "may not recover the alleged [T]ransfers described in the Complaint pursuant to 11 U.S.C. Section 550(b)." In his ruling, Judge Feuerstein ruled that (1) the bankruptcy court's decision to deny the Trust's request to delay consideration of the motion for summary judgment to allow it to conduct formal discovery is affirmed; (2) so much of the memorandum decision and order of the bankruptcy court as granted AXA Equitable's motion for summary judgment and dismissed the Trust's claim seeking recovery against AXA Equitable on the basis that it was an "initial transferee" of the Transfers within the meaning of Section 550(a)(1) of the Bankruptcy Code is affirmed; and (2) so much of the memorandum decision and order of the bankruptcy court as sua sponte granted summary judgment on AXA Equitable's affirmative defense under 11 U.S.C. Sec. 550(b) and dismissed the Trust's claim seeking recovery against AXA Equitable as an "immediate or mediate transferee of [an] initial transferee" of the Transfers within the meaning of Section 550(a)(2) of the Bankruptcy Code is vacated and remanded with instructions for further proceedings as set forth in the Order. The case is, THE BROWN PUBLISHING COMPANY LIQUIDATING TRUST, Appellant, v. AXA EQUITABLE LIFE INSURANCE COMPANY, Appellee, No. 13 CV 4651(SJF) (E.D.N.Y.). A copy of the Court's September 30, 2014 Order is available at http://is.gd/yTYObqfrom Leagle.com. AXA Equitable Life Insurance Company is represented by: Wendy G. Marcari, Esq. EPSTEIN BECKER & GREEN, P.C. 250 Park Avenue New York, NY 10177-1211 Tel: 212-351-3747 Fax: 212-878-8719 E-mail: wmarcari@ebglaw.com About Brown Publishing The Brown Publishing Company, Brown Media Holdings Company and their subsidiaries filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Lead Case No. 10-73295) on April 30, 2010 and May 1, 2010. BPC estimated $10 million to $50 million in assets and debts in its Chapter 11 petition. Edward M. Fox, Esq., and Eric T. Moser, Esq., at K&L Gates LLP, served as counsel for the Debtors. BPC is a privately held community news and information corporation, organized under the laws of the State of Ohio that, prior to the sale of its assets, had been one of the largest newspaper publishers in Ohio, and also operated publications in Illinois, South Carolina, Texas and Utah. Roy E. Brown, former CEO, shareholder, and director of each of the debtors, and other insiders of the Debtors formed Brown Media Corporation to acquire the assets and serve as stalking horse bidder. BMC offered a stalking horse bid of $15.3 million cash plus additional consideration. The auction commenced July 19, 2010 and lasted into the early morning hours of July 20. With the exception of certain assets of the Debtors located in Van Wert, Ada and Putnam, Ohio that were sold to Delphos Herald, Inc., BMC was the successful bidder with respect to substantially all of the Debtors's remaining assets after making the highest and best offer for $22.4 million cash plus additional consideration. PNC Bank, N.A., a secured creditor of the Debtors, was the next successful bidder after BMC. BMC, however, lost financing and failed to close on the sale. The insiders had obtained a commitment from Guggenheim Corporate Funding, LLC and/or one of its affiliates for financing. Subsequently, the Court approved the asset purchase agreements for the sale of the Debtors' assets to PNC's assignee, Ohio Community Media LLC, and to ISIS Ventures Partners LLC pursuant to orders dated Sept. 3, 2010. ISIS formed Dan's Papers Holdings LLC to purchase the assets of one of the Debtors, Dan's Papers, for $1,750,000. PNC agreed to pay $21,750,000 for substantially all of the Debtors remaining assets. The total purchase price tendered for the Debtors' assets, including cash and debt forgiveness, was about $27.09 million. On June 16, 2011, the Court entered an order confirming the Debtors' chapter 11 plan which provided that any remaining assets of the Debtors' bankruptcy estate that were not sold pursuant to the Auction Sale, including all claims and causes of action, would vest in a trust. BUCCANEER ENERGY: Bid & Sale Terms Meet Objection From Cook Inlet ----------------------------------------------------------------- Cook Inlet Region Inc. has filed with the U.S. Bankruptcy Court for the Southern District of Texas an objection to Buccaneer Energy Limited's proposed bid and sale terms for the Debtor's assets. Cook Inlet claims in its court filing that the Debtor's motion, which asks that its assets be sold together under one bid with a "naked" auction, won't draw fair market value. According to Elwood Brehmer at the Alaska Journal of Commerce, the Debtor's only producing asset is its small Kenai Loop natural gas field in the City of Kenai. Alaska Journal relates that Cook Inlet owns land adjacent to the Kenai Loop pad parcel and is seeking substantial royalties from Kenai Loop production. Cook Inlet, the report states, claims that the Kenai Loop production has drained gas from Cook Inlet's portion of the reservoir. According to Alaska Journal, Cook Inlet is also against the suggested handing off of responsibility to the winning bidder of an escrow account to hold Kenai Loop production funds while the royalty dispute is pending. Objections to the winning bid must be filed by Oct. 29, 2014, Alaska Journal states. Cook Inlet argued that the deadline should be at least a week given the complexity of the case, the report says. Alaska Journal relates that Cook Inlet Energy parent Miller Energy Resources Inc. and AIX Energy LLC, which bought debt from a major creditor of the Debtor earlier this year, are interested to bid on the assets. The report adds that bids could be in the $50 million range based on statements from Miller Energy and AIX Energy. 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. Buccaneer Resources' primary business is the exploration for and production of oil and natural gas in North America and their operations are focused on both onshore and offshore activities 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. 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. 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. CASTLETON APARTMENT: Utility Cos. Compelled to Continue Services ---------------------------------------------------------------- New Castle News reports that the Hon. Jeffery A. Deller of the U.S. Bankruptcy Court for the Western District of Pennsylvania has prohibited utility companies from altering, refusing or discontinuing service at Castleton Apartment Complex Associates. According to New Castle News, the Court ruled that the Debtor will provide each utility that requests a deposit in writing within 30 days of the order a cash deposit equal to 50% of the average monthly bill or estimated bill. Headquartered in New Castle, Pennsylvania, Castleton Apartment Complex Associates owns apartments at the corner of North Mercer and Falls streets. It filed for Chapter 11 bankruptcy protection (Bankr. W.D. Penn. Case No. 14-23849) on Sept. 25, 2014, estimating its assets at between $500,000 and $1 million, and liabilities at between $1 million and $10 million. According to the petition, which was signed by Thomas J. George, general partner, Columbia Gas of Pennsylvania, Penn Power and Pennsylvania American Water are listed among creditors with the 20 largest unsecured claims. Eugene D. Frank, Esq., at the Law Offices of Eugene D. Frank, P.C., serves as the Debtor's bankruptcy counsel. CHC-CHESTNUT RIDGE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Pending bankruptcy case filed by an affiliate: Debtor: New Louisiana Holdings, LLC Case No.: 14-50756 Petition Date: June 25, 2014 Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- SA-GA Operator Holdings, LLC 14-51287 4 West Red Oak Lane, Suite 201 White Plains, NY 10604 CHC-Carrollton Nursing & Rehab Ctr, LLC 14-51288 4 West Red Oak Lane, Suite 201 White Plains, NY 10604 CHC-Cedar Valley Nursing & Rehab Ctr 14-51289 dba Cedar Valley Nursing & Rehab Center 4 West Red Oak Lane, Suite 201 White Plains, NY 10604 CHC-Chestnut Ridge Nursing & Rehab Ctr, LLC 14-51290 4 West Red Oak Lane, Suite 201 White Plains, NY 10604 CHC-Haralson Nursing & Rehab Ctr, LLC 14-51291 4 West Red Oak Lane, Suite 201 White Plains, NY 10604 CHC-Hart Care Ctr, LLC 14-51292 dba Hart Care Center 4 West Red Oak Lane, Suite 201 White Plains, NY 10604 CHC-Pine Knoll Nursing & Rehab Ctr, LLC 14-51293 4 West Red Oak Lane, Suite 201 White Plains, NY 10604 CHC-Roswell Nursing & Rehab Ctr, LLC 14-51294 4 West Red Oak Lane, Suite 201 White Plains, NY 10604 CHC-Social Circle Nursing & Rehab Ctr, LLC 14-51295 4 West Red Oak Lane, Suite 201 White Plains, NY 10604 CHC-University Nursing & Rehab Ctr, LLC 14-51296 dba University Nursing & Rehab Center 4 West Red Oak Lane, Suite 201 White Plains, NY 10604 CHC-Woodstock Nursing & Rehab Ctr, LLC 14-51297 4 West Red Oak Lane, Suite 201 White Plains, NY 10604 Chapter 11 Petition Date: October 17, 2014 Court: United States Bankruptcy Court Western District of Louisiana (Lafayette) Judge: Hon. Robert Summerhays Debtors' Counsel: Patrick J. Neligan, Jr., Esq. NELIGAN FOLEY LLP 325 N. St. Paul, Ste. 3600 Dallas, TX 75201 Tel: (214) 840-5300 Fax: (214) 840-5301 Email: pneligan@neliganlaw.com Debtors' BAKER, DONELSON, BEARMAN, CALDWELL & Co-counsel: BERKOWITZ, PC Estimated Estimated Assets Liabilities ----------- ----------- CHC-Chestnut Ridge $10MM-$50MM $1MM-$10MM CHC-Carrollton Nursing & Rehab $50K-$100K $1MM-$10MM SA-GA Operator Holdings, LLC $50K-$100K $10MM-$50MM CHC-University Nursing $50K-$100K $500K-$1MM CHC-Social Circle Nursing $0-$50K $500K-$1MM CHC-Roswell Nursing $100K-$500K $1MM-$10MM CHC-Pine Knoll Nursing $1MM-$10MM $500K-$1MM CHC-Hart Care Ctr $1MM-$10MM $0-$50K CHC-Haralson Nursing $1MM-$10MM $100K-$500K CHC-Cedar Valley Nursing $1MM-$10MM $100K-$500K CHC-Woodstock Nursing $1MM-$10MM $500K-$1MM The petitions were signed by Raymond P. Mulry, designated officer. List of CHC-Chestnut Ridge's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Advance Ambulance Services Inc. Trade $31,364 Burton McDaniel MD Trade $8,400 Clinical Laboratory Services, Inc. Trade $3,661 Direct Supply Inc. Trade $123,496 Georgia Dept. of Community Health Trade $12,527 Georgia Health Care Association Trade $10,565 Hall Booth Smith & Slover, P.C. Trade $27,042 Healthcare Services Group, Inc. Trade $150,230 KCI USA, Inc. Trade $4,531 Medline Industries Trade $218,436 NGMT, Inc. Trade $9,027 Northside Forsyth Hospital Trade $52,699 Omnicare Pharmacy Trade $222,303 Open MRi of Georgia, LLC Trade $4,337 PRI X-Ray LLC Trade $12,439 Range of Motion Inc. Trade $2,431 Resurgens Orthopaedics Trade $1,772 Robert Brumbelow Trade $3,000 Sun Office Products Trade $4,819 U.S. Foodservice Trade $7,968 A list of CHC-Carrollton Nursing's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/lawb14-51288.pdf A list of SA-GA Operator's 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/lawb14-51287.pdf A list of CHC-University Nursing's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/lawb14-51296.pdf A list of CHC-Social Circle's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/lawb14-51295.pdf A list of CHC-Roswell Nursing's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/lawb14-51294.pdf A list of CHC-Pine Knoll Nursing's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/lawb14-51293.pdf A list of CHC-Hart Care Ctr's two largest unsecured creditors is available for free at http://bankrupt.com/misc/lawb14-51292.pdf A list of CHC-Haralson Nursing's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/lawb14-51291.pdf A list of CHC-Cedar Valley's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/lawb14-51289.pdf A list of CHC-Woodstock Nursing's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/lawb14-51297.pdf CLIFFS NATURAL: Moody's Lowers Corporate Family Rating to Ba2 ------------------------------------------------------------- Moody's Investors Service downgraded Cliffs Natural Resources Corporate Family Rating (CFR) and Probability of Default Rating to Ba2 and Ba2-PD respectively. At the same time the rating on Cliffs' senior unsecured notes and senior unsecured shelf were downgraded to Ba2 and (P) Ba2 respectively. These ratings were placed on review for further downgrade. Meanwhile, the Speculative Grade Liquidity Rating was lowered to SGL-3 from SGL-1. Downgrades: Issuer: Cliffs Natural Resources Inc. Probability of Default Rating, Downgraded to Ba2-PD from Ba1- PD; Placed Under Review for further Downgrade Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-1 Corporate Family Rating, Downgraded to Ba2 from Ba1; Placed Under Review for further Downgrade Multiple Seniority Shelf (Local Currency) Feb 11, 2016, Downgraded to (P)Ba2 from (P)Ba1; Placed Under Review for further Downgrade Senior Unsecured Regular Bond/Debenture (Local Currency) Jan 15, 2018, Downgraded to Ba2 from Ba1; Placed Under Review for further Downgrade Senior Unsecured Regular Bond/Debenture (Local Currency) Oct 1, 2020, Downgraded to Ba2 from Ba1; Placed Under Review for further Downgrade Senior Unsecured Regular Bond/Debenture (Local Currency) Oct 1, 2040, Downgraded to Ba2 from Ba1; Placed Under Review for further Downgrade Senior Unsecured Regular Bond/Debenture (Local Currency) Mar 15, 2020, Downgraded to Ba2 from Ba1; Placed Under Review for further Downgrade Senior Unsecured Regular Bond/Debenture (Local Currency) Apr 1, 2021, Downgraded to Ba2 from Ba1; Placed Under Review for further Downgrade Outlook Actions: Issuer: Cliffs Natural Resources Inc. Outlook, Changed To Rating Under Review From Negative Ratings Rationale The downgrade to a Ba2 CFR reflects Moody's expectation that iron ore and coking coal prices will trade within lower price points and for a longer duration than previously anticipated. From January through September 2014 average seaborne iron ore prices have collapsed roughly 36% to an average low in September of approximately $82/metric ton (MT - 62%Fe China) with average prices between August and September falling around 11%. Given the slower steel production growth rates in China (2.6% through August), weakening economic indicators in Europe, and continued delivery of increased tons into an oversupplied iron ore market, Moody's see no catalyst for meaningful improvement in iron ore prices, which are currently fluctuating around $80MT. Moody's have recently revised Moody's iron ore price sensitivities to a range of $75/MT - $85/MT (62% Fe). The seaborne coking coal market faces comparable pressures with the 4th quarter prices rolling over at about $119/MT, relatively unchanged from the prior two quarters. Moody's notes that Cliffs has announced a roughly $6 billion after tax impairment charge that they anticipate taking in the third quarter on the seaborne iron ore and coal assets based upon the adverse market conditions for these commodities. While the impairment charge is non-cash, it virtually eliminates the company's equity position. Although the company's US iron ore operations are contract based, with the seaborne price being one component of the pricing equation, Moody's anticipate earnings to weaken in this segment. Cliffs' Asia Pacific operations and Eastern Canadian operations are more exposed to price movements in the seaborne market. Moody's expect widening losses in the Canadian iron ore segment and contraction in the Asia Pacific segment, likely to a loss position over the next several quarters. Moody's also anticipate continued losses in the US coal segment. Factoring these elements together with the expected lower price sensitivities, Moody's believe that leverage will increase to over 4.5x by the end of 2014/first quarter of 2015. The change in the speculative grade liquidity rating to SGL-3 reflects Moody's expectation for decreasing cash flow generation and the potential impact of the impairment on the company's ability to comply with ithe debt/capital covenant in its $1.25 billion revolver. Moody's expect the company to be able to resolve this issue. The Ba2 rating on the senior unsecured instruments under Moody's loss given default methodology reflects the fact that virtually all debt is currently pari passu in the capital structure. Moody's note that the most recent amendment to Cliffs' revolving credit facility requires that this facility be secured by June 30, 2015. The change in the mix of secured and unsecured debt in the capital structure change is likely to have a negative impact on the senior unsecured ratings. The review for further downgrade reflects the likelihood of deterioration of performance greater than currently anticipated. The review also reflects the uncertainty surrounding the timing of any potential sale of the Asia Pacific or US coal assets, the likely proceeds that might be received and the application of proceeds from any asset sales. The review will focus on expected performance at various price points and the likely asset base and earnings potential relative to debt levels should the company sell its Asia Pacific operations and/or its US coal operations. Headquartered in Cleveland, Ohio, Cliffs is the largest iron ore producer in North America and is also involved in the metallurgical coal business through its two coking coal mining complexes and to a lesser extent in thermal coal. In addition, the company participates in the international iron ore markets through its subsidiaries in Australia and Canada. For the twelve months ended June 30, 2014, the company had revenues of $5.1 billion. 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. CAESARS ENTERTAINMENT: Affords Secured Creditors Lien on Cash ------------------------------------------------------------- Caesars Entertainment Operating Company, Inc., a majority subsidiary of Caesars Entertainment Corporation, is party to the Amended and Restated Collateral Agreement dated as of June 10, 2009, by and among CEOC, the subsidiary parties party thereto, and Credit Suisse AG, Cayman Islands Branch, as successor collateral agent for the first lien secured creditors covered by the Collateral Agreement. On Oct. 16, 2014, CEOC entered into certain control arrangements with the Collateral Agent in order to provide the first lien secured creditors with a perfected lien on its cash. Those arrangements do not restrict CEOC's ability to utilize cash and are not expected to have an operational impact on CEOC. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. Caesars Entertainment reported a net loss of $2.93 billion in 2013, as compared with a net loss of $1.50 billion in 2012. As of June 30, 2014, the Company had $27.06 billion in total assets, $29.64 billion in total liabilities and a $2.57 billion total deficit. * * * As reported by the TCR on April 9, 2013, Moody's Investors Service downgraded Caesars Entertainment Corporation's Corporate Family Rating to Caa2. "The downgrade of Caesars' ratings considers that its same store EBITDA growth in 2012-2013 has failed to materialize to any significant degree, and so Caesars' credit metrics have deteriorated and its free cash flow deficit will be higher than Moody's previous expectations," stated Moody's analyst Peggy Holloway. In the April 10, 2014, edition of the TCR, Standard & Poor's Ratings Services lowered its corporate credit ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned subsidiaries, Caesars Entertainment Operating Co. (CEOC) and Caesars Entertainment Resort Properties (CERP), as well as the indirectly majority-owned Chester Downs and Marina, to 'CCC-' from 'CCC+'. The downgrade reflects S&P's expectation that Caesars' capital structure is unsustainable, and the amount of cash the company will burn in 2014 and 2015 creates conditions under which S&P believes a restructuring of some form is increasingly likely over the near term absent an unanticipated significantly favorable change in operating performance. As reported by the TCR on May 1, 2014, Fitch Ratings had downgraded the Issuer Default Ratings (IDRs) of Caesars Entertainment Corp (CEC) and Caesars Entertainment Operating Company (CEOC) to 'CC' from 'CCC'. CANNERY CASINO: Moody's Affirms B3 CFR & Changes Outlook to Neg. ---------------------------------------------------------------- Moody's Investors Service revised the rating outlook of Cannery Casino Resorts, LLC to negative from stable. The company's B3 Corporate Family Rating and B3-PD Probability of Default Rating were affirmed. The B2 rating on Cannery's first lien term loan and revolver and Caa2 rating on its second lien term loan were also affirmed. The change in Cannery's rating outlook to negative from stable reflects the company's declining revenue and EBITDA for the first six months of 2014 -- down 6.3% and -11.6% respectively -- and Moody's expectation that gaming demand will remain weak putting pressure on the company's covenant cushion. The Meadows Racetrack and Casino ("The Meadows") near Pittsburgh, which Cannery derives approximately 70% of its property-level EBITDA, has seen year- over-year declines in monthly gaming revenues due to lower visitation and competitive pressure from neighboring states. This has caused Cannery's leverage to increase above 8.0 times and EBITDA/interest to drop to 1.2 times. In May 2014, Cannery announced it plans to sell the Meadows Racetrack and Casino near Pittsburgh, Pennsylvania to Gaming & Leisure Properties Inc. (Ba1, stable) for $465 million. Cannery expects to complete the sale in 2015 after securing the requisite approvals from the Pennsylvania Gaming Control Board and the Pennsylvania Racing Commission. Ratings affirmed: Corporate Family Rating at B3 Probability of Default Rating at B3-PD $40 million senior secured first lien revolver expiring in 2017 at B2 (LGD 3) $385 million senior secured first lien term loan due 2018 at B2 (LGD 3) $165 million senior secured second lien term loan due 2019 at Caa2 (LGD 5) Outlook Actions: Outlook changed to negative from stable Ratings Rationale Cannery's B3 Corporate Family Rating reflects the company's high leverage and its small size in terms of revenue, earnings and cash flow compared to larger more diversified U.S. gaming operations. Moody's adjusted debt/EBITDA for the last 12-month period ended June 30, 2014 was significant, at over 8.0 times. The ratings also take into account Moody's view that U.S. consumers, under continued pressure from weak growth in disposable personal income and increasing living expenses, will continue to limit their spending to items more essential than gaming, leaving less funds available for this highly discretionary form of entertainment. Positive rating consideration is given to Moody's expectation that despite high leverage and an extremely challenging operating environment, Cannery will be able to cover interest, expense, maintenance capital expenditures and required debt amortization from cash flow. Given the pressure on gaming revenues, Moody's don't expect the company will generate a significant level of free cash flow. Nevertheless, the company's credit agreement contains a 50% excess cash flow sweep which Moody's view as a credit positive. Cannery's ratings could be lowered if operating results continue to deteriorate, liquidity weakens or if the company is unable to remain covenant compliant. An outlook revision back to stable is possible if operating trends stabilize or if the company is able to complete the sale of The Meadows and uses the proceeds to reduce existing debt to a level that supports remaining operations. The principal methodology used in this rating was Global Gaming Industry published in June 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Cannery Casino Resorts, LLC, is a privately held gaming company that owns and operates one casino in Pennsylvania and two casinos in Las Vegas, NV. The company generates about $400 million of annual net revenue. CHINA GINSENG: Incurs $4.7 Million Net Loss in Fiscal 2014 ---------------------------------------------------------- China Ginseng Holdings, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $4.76 million on $2.61 million of revenue for the year ended June 30, 2014, compared to a net loss of $3.64 million on $3.56 million of revenue for the year ended June 30, 2013. The Company's balance sheet at June 30, 2014, showed $8.82 million in total assets, $14.42 million in total liabilities and a $5.60 million total stockholders' deficit. Cowan, Gunteski & Co., P.A., in Tinton Falls, NJ, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. The independent auditors noted that the Company has incurred an accumulated deficit of $14,169,335 since inception, has a working capital deficit of $11,616,962, and there are existing uncertain conditions the Company faces relative to its ability to obtain working capital and operate successfully. These conditions raise substantial doubt about its ability to continue as a going concern. A copy of the Form 10-Q is available for free at: http://is.gd/kCnmmZ About China Ginseng Changchun City, China-based China Ginseng Holdings, Inc., conducts business through its four wholly-owned subsidiaries located in China. The Company has been granted 20-year land use rights to 3,705 acres of lands by the Chinese government for ginseng planting and it controls, through lease, approximately 750 acres of grape vineyards. However, recent harvests of grapes showed poor quality for wine production which indicates that the vineyards are no longer suitable for planting grapes for wine production. Therefore, the Company has decided not to renew its lease for the vineyards with the Chinese government upon expiration in 2013 and, going forward, it intends to purchase grapes from the open market in order to produce grape juice and wine. CLOUDEEVA INC: Evidentiary Hearing Set on Case Dismissal Order -------------------------------------------------------------- Counsel for both Cloudeeva, Inc. and Bartronics Asia, Pte Ltd sent separate letters to Bankruptcy Judge Kathryn C. Ferguson for the District of New Jersey regarding an evidentiary hearing originally scheduled for Oct. 15, 2014, in the matter of the Bankruptcy Court's orders to dismiss Debtor Cloudeeva's Chapter 11 case. Cloudeeva CEO Adesh Tyagi won't be available on Oct. 15 due to a previously scheduled court appearance in the Superior Court of California before Hon. James E. Towery in connection with a family court matter, according to Richard D. Trenk, Esq. of Trenk DiPasquale, counsel to the Debtors. Mr. Trenk said Mr. Tyagi acknowledges the importance of his testimony as CEO before the Bankruptcy Court and thus, seeks that the evidentiary hearing be set for another date. Daniel J. Saval, Esq. of Brown Rudnick, on behalf of Bartronics Asia, Pte Ltd, countered that the evidentiary hearing go forward as scheduled because it has been rescheduled already. If the Court determines to adjourn the hearing, Bartronics Asia seek to reschedule the hearing to the earliest date possible. Mr. Saval advised that they are available to conduct the hearing on Oct. 17, 20, 21 or 22, 2014. The case dismissal was sought by Bartronics Asia, claiming that the cases were not filed in good faith. The Debtors denied the allegations. Judge Ferguson granted the case dismissal bid on Aug. 22, 2014. The Debtor subsequently filed an appeal from the Dismissal Order. At the Debtor's behest, District Judge Joel A. Pisano for the District of New Jersey stayed the Dismissal Order pending further proceedings before the District Court. About Cloudeeva, Inc. Cloudeeva, Inc., a public company previously known as Systems America, Inc., is a global cloud services and technology solutions company specializing in cloud, big data and mobility solutions and services. The company provides information technology staffing services to major clients and third party vendors in the United States and India. The company headquarters are in East Windsor, New Jersey, with regional offices in California, Illinois and international offices in India. Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New Jersey, on July 21, 2014. The cases are assigned to Judge Kathryn C. Ferguson. Cloudeeva estimated assets of at least $10 million and debt of less than $10 million. The company said only $209,000 is owing to its lender Prestige Capital Corp. and more than $5.2 million is owed for trade vendor payables. The Debtors originally tapped Lowenstein Sandler LLP as counsel. However, they are now seeking the retention of Trenk, DiPasquale, Della Fera & Sodono, P.C., to replace Lowenstein Sandler, who retention was not formally approved by order of the Court. The Debtors have also tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as appellate counsel. Kurtzman Carson Consultants LLC serves as claims and noticing agent. * * * On Aug. 22, 2014, Judge Ferguson entered an order dismissing the Debtors' Chapter 11 cases at the behest of Bartronics Asia PTE Ltd. BAPL asserted that the cases were not filed in good faith. The Debtors subsequently filed an appeal challenging the dismissal of their cases. Since then, District Judge Joel A. Pisano for the District of New Jersey entered an order staying the Case Dismissal Order pending further proceedings. Simultaneously, Judge Pisano reinstated the Debtors' bankruptcy cases and authorized the Debtors to be in possession of their assets and the management of their business as debtors-in-possession, subject to the continuing jurisdiction of the Bankruptcy Court and any further orders of the Bankruptcy Court or the District Court. According to the docket, the Debtors' exclusive right to file a plan expires on Nov. 18, 2014. COMMUNITY ACTION: No Longer Head Start Program's Local Grantee -------------------------------------------------------------- The federal Office of Head Start has informed Community Action Partnership of Western Nebraska, Inc., that the Debtor would be terminated as the local grantee for the Head Start programs, Jerry Purvis, writing for Gering Citizen, reports citing Sarah Ochoa, the Debtor's director of child development programs. A federal review of the program for the 2011-2012 fiscal year found an accounting error that the Debtor had no way of backing up, Gering Citizen says, citing Tim Nolting, board member at the Debtor. According to Gering Citizen, Community Development Institute will assume administering the programs on Oct. 30, 2014, on a temporary basis until the Office of Head Start can find a new grantee. Gering Citizen states, citing Tim Nolting, board member at the Debtor. The Debtor, says Gering Citizen, consulted an attorney in Washington, D.C., who told them they had a good chance in appealing the termination, but the legal fees could cost the agency up to $100,000, something the Debtor couldn't afford while under Chapter 11 bankruptcy. Gering Citizen quoted Ms. Ochoa as saying, "We've been told that about 95 percent of our staff will be rehired. They don't want to do anything that will disrupt services to children and families. As of Nov. 1, they will be the administration piece of the programs." Gering Citizen relates that there will be some staff adjustments, and Mr. Nolting said the Debtor will need to adjust its operations to accommodate shortfall as indirect expenses for the program will no longer be coming in for the Debtor. About Community Action Partnership Community Action Partnership of Western Nebraska, Inc., fdba Panhandle Community Services, based in Gering, Nebraska, filed for Chapter 11 bankruptcy (Bankr. D. Neb. Case No. 14-41212) on July 8, 2014, in Lincoln. David Grant Hicks, Esq., at Pollak, Hicks, & Alhejaj, P.C., serves as the Debtor's counsel. In its petition, CAPWN estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Margo Hartman, interim executive director. EAGLE BULK: Plan Effective Date Occurred on Oct. 15 --------------------------------------------------- Eagle Bulk Shipping Inc. notified the U.S. Bankruptcy Court for the Southern District of New York that on Oct. 15, 2014, the Effective Date of its Prepackaged Plan of Reorganization occurred, and the Plan was substantially consummated. According to BankruptcyData, on the Effective Date, the Company will, among other things, cancel all outstanding Equity Interests in the Company, and issue approximately 37.5 million shares of New Eagle Common Stock (subject to additional shares to be issued pursuant to the New Eagle Equity Warrants and the Management Incentive Program). BData related that under the Plan, "the current holders of the Company's Equity Interests (other than the Consenting Lenders on account of Amended Lender Warrants or shares of common stock received upon conversion of the Amended Lender Warrants held by them) will receive (i) approximately 187,500 shares of New Eagle Common Stock, representing 0.50% of the total shares of New Eagle Common Stock issued and outstanding on the Effective Date (subject to dilution by the New Eagle Equity Warrants and the Management Incentive Program), which will be distributed at a ratio of approximately 0.01076 shares of New Eagle Common Stock for each existing share of common stock of the Company, and (ii) approximately 3,040,540 New Eagle Equity Warrants, each exercisable for one share of New Eagle Common Stock and which are, in the aggregate, exercisable for 7.5% of the total shares of New Eagle Common Stock (subject to dilution by the Management Incentive Program), which will be distributed at a ratio of approximately 0.17454 New Eagle Equity Warrants for each existing share of common stock of the Company." 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. Judge Sean Lane of the U.S. Bankruptcy Court for the Southern District of New York, on Sept. 22, 2014, issued a findings of fact, conclusions of law and order approving the disclosure statement and confirming the prepackaged plan of reorganization filed by Eagle Bulk Shipping Inc. EDGENET INC: Oct. 27 Hearing to Approve Disclosure Statement ------------------------------------------------------------ Edgenet Inc., n/k/a El Wind Down, Inc., and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Delaware to approve the Disclosure Statement accompanying the Debtors' Joint Plan of Liquidation pursuant to Chapter 11 of the Bankruptcy Code dated October 6, 2014. The Debtors submit that the proposed Disclosure Statement contains all or substantially all of the information typically considered by bankruptcy courts and, hence, ask that the Court approve the Disclosure Statement as having adequate information and meeting the requirements of Section 1125 of the Bankruptcy Code. The Debtors also ask the Court to: (a) fix October 27, 2014, as the voting record date; (b) approve their proposed notice of hearing and objection procedures in respect of the Plan, and set a date for the hearing on confirmation of the Plan; (c) approve the Solicitation Packages and procedures for distribution; (d) approve their proposed form of ballots, and establish procedures for voting on the Plan; (e) approve their proposed forms of notice to nonvoting classes under the Plan; (f) approve the form of correspondence to be sent to the holders of Seller Noteholder Claims from the Committee and the Owners' Representative; (g) fix the voting deadline for creditors to accept or reject the Plan; and (h) approve the procedures for tabulating creditor votes. The Court will commence a hearing on October 27, 2014, at 10:00 a.m. (prevailing Eastern Time), to consider approval of the Disclosure Statement. Objections and responses to the Disclosure Statement are due on October 22, 2014, at 4:00 p.m. (prevailing Eastern Time). About Edgenet Inc. Edgenet, Inc., and Edgenet Holding Corp. are providers of cloud- based content and applications that enable companies to sell more products and services with greater ease across multiple channels and devices. Edgenet has three business locations: Waukesha, WI, Brentwood, TN, and its main office in Atlanta, GA. Edgenet Inc. and Edgenet Holding filed for Chapter 11 bankruptcy protection in Delaware (Lead Case No. 14-10066) on Jan. 14, 2014. Edgenet Inc. estimated assets of at least $10 million and liabilities of $100 million to $500 million. Raymond Howard Lemisch, Esq., at Klehr Harrison Harvey Branzburg LLP, in Wilmington, Delaware, serves as counsel to the Debtors; Glass Ratner Advisory & Capital Group LLC is the financial advisor; JMP Securities, LLC, is the investment banker, and Phase Eleven Consultants, LLC, is the claims and noticing agent. The U.S. Trustee did not form an official unsecured creditors committee as no sufficient interest has been generated from creditors. Fred Marxer, Timothy Choate and Davis Carr, individuals and holders of a segment of the promissory notes issued in 2004 that have been referred to by Edgenet, Inc., et al., requested that the Court issue an order appointing an official committee of Seller Noteholders, or in the alternative, an official committee of unsecured creditors, with members appointed from the Seller Noteholders who agree to waive any continued security interest arising from the Seller Notes. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed on March 13, 2014, five noteholders to serve on the Official Committee of Note Holders. In May, Bankruptcy Judge Brendan L. Shannon denied Edgenet Inc., et al.'s motion to disband the Noteholders Committee. The Noteholders Committee has retained Morris James LLP's Jeffrey R. Waxman, Esq.; and Cooley LLP's Cathey Hershcopf, Esq., and Jeffrey L. Cohen, Esq., as co-counsel to the Committee. An auction of the Debtors' assets was held on June 6, 2014, and EdgeAQ, L.L.C., was declared the successful bidder. The Bankruptcy Court approved the sale on June 12, and the sale closed on June 16. Edgenet Inc. changed its name to El Wind Down, Inc., and Edgenet Holding Corporation to EHC Holding Wind Down Corp. ELIZABETH ARDEN: Moody's Lowers Corporate Family Rating to B2 ------------------------------------------------------------- Moody's Investors Service downgraded the ratings of Elizabeth Arden, Inc. (RDEN) including its Corporate Family Rating (CFR) to B2 from B1, Probability of Default Rating to B2-PD from B1-PD and senior unsecured debt rating to B3 from B2. This concludes the review for downgrade initiated on August 19, 2014 following RDEN's announced partnership with Rhone Group LLC ("Rhone Group"). The rating outlook is negative. RDEN's speculative-grade liquidity is affirmed at SGL-3. Ratings Rationale The rating downgrade reflects recent deterioration in the company's credit metrics due to a challenging operating environment in the fragrance category, RDEN's increased leverage due to poor performance related to volatility in certain of its celebrity fragrances, and changes underway in its distribution structure. Moody's expects that debt to EBITDA leverage (incorporating Moody's standard adjustments) will remain above 5.0x over the next two years even after cost cuts take effect. The adjustment for rent is material relative to the company's funded debt. The negative outlook reflects Moody's concerns that RDEN will be able to stabilize its business operations in a timely manner, and restore its credit profile to be more comfortably positioned in the B2 rating category. RDEN's B2 Corporate Family Rating (CFR) reflects the company's high financial leverage, negative free cash flow, modest geographic diversification, and high reliance on discretionary spending since RDEN's largest category is fragrance. RDEN is attempting to increase its revenue through broader product offerings and a better distribution model. RDEN is operating in environment where consumers' spending remains soft and its reliance on fragrances tied to popular celebrities carries a high degree of fashion and fad risk. Moody's anticipates that current cost restructuring initiatives will gain some traction over the next year, but growing the top line will remain a challenge. The rating is supported by the company's relatively large scale and portfolio of well-known classic and designer branded fragrances and skin care products. The ability of its new investors Rhone Group to provide strategic guidance to RDEN domestically as well as internationally remains to be seen. RDEN's SGL-3 speculative-grade liquidity rating reflects its modest cash balances ($56 million as of 6/30/14), acceptable availability under its asset-based revolving credit facility, and Moody's expectation that free cash flow will remain negative over the next 12 months. As of 6/30/2014, the $300 million asset-based revolving credit facilities had $78 million outstanding (with additional borrowing capacity of just over $90 million). The $50 million redeemable preferred stock investment from Rhone Group will be used to partially pay down the revolving credit facility. The following ratings were downgraded: Corporate Family Rating to B2 from B1 Probability of Default Rating to B2-PD from B1-PD Senior Unsecured Regular Bond / Debenture to B3, LGD5 from B2, LGD5 The following rating is affirmed: Speculative-grade liquidity rating at SGL-3 The rating outlook is Negative RDEN could be downgraded if operating performance deteriorates further such that the company is unable to reduce debt/EBITDA (after Moody's standard adjustments) below 6.5x or generate positive free cash flow by its fiscal year ending in June, 2016. Debt-financed share repurchases, acquisitions or deteriorating liquidity could also lead to a downgrade. An upgrade is unlikely in the foreseeable future. However, if RDEN strengthens its market position and returns to sustained and profitable revenue growth, generates positive free cash flow, and reduces debt-to-EBITDA below 5.0x, the ratings could be upgraded. The principal methodology used in this rating was Global Packaged Goods published in June 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Elizabeth Arden, Inc., headquartered in Miami, FL, is a global beauty products company with a broad portfolio of branded prestige fragrance (77% revenue for the FYE 6/30/14), skin care (18%) and cosmetics (5%). Products are sold in over 120 countries (approximately 62% North America and 38% in other geographic regions). Revenue for the LTM 6/30/14 period was approximately $1.2 billion. ENDEAVOUR INT'L: Nov. 10 Hearing on Proposed Adequate Protection ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will convene a hearing on Nov. 10, 2014, at 10:00 a.m. (ET), to consider approval of Endeavour Operating Corporation, et al.'s request to provide adequate protection to prepetition term loan lenders and certain noteholders. Objections are due Nov. 3. As previously reported by The Troubled Company Reporter, the Debtors asked the Court to approve to grant certain adequate protection and related relief to: (i) the holders of the 12% Notes due March 2018; (ii) the holders of the 12% Notes due June 2018; (iii) Wells Fargo Bank, National Association, in its capacities as trustee under the March 2018 Notes and collateral agent with respect to the Notes; (iv) Wilmington Trust, N.A., in its capacity as trustee under the June 2018 Notes; and (v) prepetition term loan secured lenders and Credit Suisse AG, Cayman Islands Branch, in its capacity as agent on behalf of the lenders. About Endeavour International Houston-based Endeavour International Corporation (NYSE: END) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. On Oct. 10, 2014, Endeavour International and five affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code after reaching a restructuring deal with noteholders. The cases are pending joint administration under Endeavour Operating Corp.'s Case No. 14-12308 before the Honorable Kevin J. Carey (Bankr. D. Del.). As of June 30, 2014, the Company had $1.55 billion in total assets, $1.55 billion in total liabilities, $43.70 million in series c convertible preferred stock, and a $41.48 million stockholders' deficit. The Debtors have tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; The Blackstone Group L.P., as financial advisor; AlixPartners, LLP, as restructuring advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. ENDEAVOUR INT'L: Has Interim Authority to Pay Royalties ------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware gave Endeavour Operating Corporation, et al., interim authority to pay royalty interest holders on account of their royalty interests in the ordinary course of business in an amount not to exceed $100,000. The hearing to consider final approval of the request is scheduled for Nov. 10, 2014, at 10:00 a.m. (prevailing Eastern time). Objections are due Nov. 3. About Endeavour International Houston-based Endeavour International Corporation (NYSE: END) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. On Oct. 10, 2014, Endeavour International and five affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code after reaching a restructuring deal with noteholders. The cases are pending joint administration under Endeavour Operating Corp.'s Case No. 14-12308 before the Honorable Kevin J. Carey (Bankr. D. Del.). As of June 30, 2014, the Company had $1.55 billion in total assets, $1.55 billion in total liabilities, $43.70 million in series c convertible preferred stock, and a $41.48 million stockholders' deficit. The Debtors have tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; The Blackstone Group L.P., as financial advisor; AlixPartners, LLP, as restructuring advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. ENDEAVOUR INT'L: Has Interim Approval of Trading Protocol --------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware gave Endeavour Operating Corporation, et al., interim authority to establish notification procedures and approved restrictions on certain transfers of claims against and interest in the Debtors. As previously reported by The Troubled Company Reporter, the Debtors sought to establish the procedures to protect the potential value of the Debtors' net operating loss carryforwards ("NOLs") and certain other tax attributes. The Debtors estimate that they have incurred, for U.S. federal income tax purposes, at least $300 million of consolidated NOLs in addition to certain other tax attributes, including built-in (unrecognized) losses. Because an "ownership change" may negatively impact the utilization of their NOLs, the Debtors propose that any "substantial equityholder" must serve and file a declaration after the date of the interim order approving the procedures and 10 days after becoming a substantial equityholder. A "substantial equityholder" is any person or Entity that beneficially owns at least: a. [___] shares of Endeavour's Series C Preferred Stock (representing 4.75% of all shares of Endeavour's Series C Preferred Stock issued and outstanding); b. 936 shares of Endeavour's Series B Preferred Stock (representing 4.75% of all shares of Endeavour's Series B Preferred Stock issued and outstanding); or c. 2,271,212 shares of Endeavour's common stock (representing approximately 4.75% of all shares of Endeavour's Common Stock issued and outstanding). The Debtors also proposed procedures to limit claims trading in the event a plan proponent determines that the reorganized Debtors likely will benefit from the application of section 382(l)(5) of the Tax Code and reasonably anticipates that the reorganized Debtors will invoke such section (a "382(l)(5) Plan"). The Debtors explain that it is likely that any chapter 11 plan that contemplates a reorganization of the Debtors will involve the issuance of new common stock in the Debtors (or any successor to the Debtors) and the distribution of such stock to certain creditors in satisfaction, in whole or in part, of their respective Claims against the Debtors. This issuance and distribution likely would result in an "ownership change" under section 382 of the Tax Code. In such event, the Debtors may be able to avail themselves of the special relief afforded by section 382(l)(5) of the Tax Code for ownership changes pursuant to a confirmed chapter 11 or applicable court order. The deadline to object to the final approval of the request is Nov. 3, 2014. If objections are timely filed, a hearing will be held on Nov. 10, at 10:00 a.m. (prevailing Eastern time), to consider approval of the request on a final basis. If no objections are timely filed, the Debtors will submit to the Court a final order granting their request. About Endeavour International Houston-based Endeavour International Corporation (NYSE: END) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. On Oct. 10, 2014, Endeavour International and five affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code after reaching a restructuring deal with noteholders. The cases are pending joint administration under Endeavour Operating Corp.'s Case No. 14-12308 before the Honorable Kevin J. Carey (Bankr. D. Del.). As of June 30, 2014, the Company had $1.55 billion in total assets, $1.55 billion in total liabilities, $43.70 million in series c convertible preferred stock, and a $41.48 million stockholders' deficit. The Debtors have tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; The Blackstone Group L.P., as financial advisor; AlixPartners, LLP, as restructuring advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. ENDEAVOUR INT'L: Can Employ KCC as Claims & Noticing Agent ---------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized Endeavour Operating Corporation, et al., to employ Kurtzman Carson Consultants LLC as claims and noticing agent. Prior to the Petition Date, the Debtors provided KCC a retainer in the amount of $10,000. According to the services agreement, KCC will charge at these rates for these consulting services: Discounted Position Hourly Rate -------- ----------- Executive Vice President Waived Senior Managing Consultant $180 Solicitation and Notification Manager $170 to $175 Senior Consultant $125 to $165 Consultant $75 to $125 Project Specialist $50 to $80 Call Center Operator I $45 Technology/Programming Consultant $45 to $85 Clerical $30 to $45 Weekend, holidays and overtime Waived About Endeavour International Houston-based Endeavour International Corporation (NYSE: END) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. On Oct. 10, 2014, Endeavour International and five affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code after reaching a restructuring deal with noteholders. The cases are pending joint administration under Endeavour Operating Corp.'s Case No. 14-12308 before the Honorable Kevin J. Carey (Bankr. D. Del.). As of June 30, 2014, the Company had $1.55 billion in total assets, $1.55 billion in total liabilities, $43.70 million in series c convertible preferred stock, and a $41.48 million stockholders' deficit. The Debtors have tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; The Blackstone Group L.P., as financial advisor; AlixPartners, LLP, as restructuring advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. ENDEAVOUR INT'L: Obtains Interim Stock & Trading Claims Order ------------------------------------------------------------- Endeavour International Corporation on Oct. 17 disclosed that on October 10, 2014, it and certain of its subsidiaries, including Endeavour Operating Corporation, filed a motion with the United States Bankruptcy Court for the District of Delaware seeking an order (i) restricting certain transfers of interest in Endeavour common stock and preferred stock and, depending on the Debtors' proposed chapter 11 plan when filed, certain transfers of claims against the Debtors, and (ii) imposing certain notification requirements with respect to substantial owners of Endeavour stock (by class) and substantial owners of claims against the Debtors (namely, Endeavour's 12% First Priority Notes, its 12% Second Priority Notes, and any unsecured claims against the Debtors). The order is intended to prevent certain transfers of stock of Endeavour and certain transfers of claims against the Debtors that could impair the ability of one or more of the Debtors' estates to use, to the extent otherwise available, their net operating loss carryovers and certain other tax attributes during bankruptcy and on a reorganized basis. On October 15, 2014, the Bankruptcy Court entered an order on an interim basis granting the Motion. All procedures reflected in the interim order currently apply and must be complied with. Accordingly, any acquisition, disposition, or other transfer of equity or claims on or after October 10, 2014, in violation of the restrictions set forth in the interim order shall be null and void ab initio or otherwise subject to sanctions as an act in violation of the automatic stay under sections 105(a) and 362 of the United States Bankruptcy Code. A final hearing on the Motion and requested relief is scheduled for November 10, 2014, at 10:00 a.m. before The Honorable Kevin J. Carey at the Bankruptcy Court, 824 North Market Street, Wilmington, Delaware 19801. The requested relief and interim order apply to "Substantial Equityholders," being persons who are, or as a result of a transaction would become, the beneficial owner of approximately 4.75% or more of the outstanding shares of any class of common or preferred stock of Endeavour. It also applies to holders of a substantial amount of claims, being persons who are, or as a result of a transaction become, the beneficial owner of Endeavour's 12% First Priority Notes, 12% Second Priority Notes, and/or unsecured claims against the Debtors in excess of an amount of such claims which, taking into account any other interests for which the holder may receive stock in the reorganized Debtors, could result in such holder holding the "Applicable Percentage," generally 4.5% or more, of the stock of the reorganized Debtors, by vote or value. The precise amount of claims will be disclosed in connection with the Debtors' filing of their proposed chapter 11 plan and disclosure statement in the event the Debtors reasonably anticipate taking advantage of certain tax provisions relating to a debtor's ability to utilize loss carryovers and certain other tax attributes on a reorganized basis. A copy of the notice of the interim order, which includes complete definitions, the provisions potentially applicable to holders of a substantial amount of claims, and the applicable notification requirements and restrictions, is available on the website of the Debtors' claims agent: www.kccllc.net/endeavour About Endeavour International Houston-based Endeavour International Corporation (NYSE: END) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. On Oct. 10, 2014, Endeavour International and five affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code after reaching a restructuring deal with noteholders. The cases are pending joint administration under Endeavour Operating Corp.'s Case No. 14-12308 before the Honorable Kevin J. Carey (Bankr. D. Del.). As of June 30, 2014, the Company had $1.55 billion in total assets, $1.55 billion in total liabilities, $43.70 million in series c convertible preferred stock and a $41.48 million total stockholders' deficit. The Debtors have tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; The Blackstone Group L.P., as financial advisor; AlixPartners, LLP, as restructuring advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. ENERGY FUTURE: Gets Judge's Nod For $20M Executive Bonus Plan ------------------------------------------------------------- Law360 reported that U.S. Bankruptcy Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware allowed Energy Future Holdings Corp. to proceed with its plan to pay out up to $20 million in executive bonuses over the objections of the U.S. trustee's office. According to the report, after a trial that lasted three full court days, Judge Sontchi ruled that EFH presented a "thorough, persuasive and unblemished record" that convinced him the bonus plans at issue indeed had targets difficult to attain as is mandated by bankruptcy rules. 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. ENERGY FUTURE: May Pay $20 Million in Executive Bonuses ------------------------------------------------------- Jim Malewitz at The Texas Tribune reports that the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware has authorized Energy Future Holdings Corp. to continue a handful of bonus programs. As reported by the Troubled Company Reporter on Oct. 17, 2014, the Debtor asked the Court to approve its proposal to pay $20 million in executive bonuses, which the U.S. Trustee objected. The Texas Tribune relates that under the plans, 26 of the Debtor's executives will be eligible for the bonuses, most going to the top seven executives. The Dallas Morning News quoted Judge Sontchi as saying, "After applying the most stringent test . . . I find each plans easily and overwhelmingly meets the standard. It is not a close call." 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. FALCON STEEL: Ryan LLC Approved as Property Tax Consultant ---------------------------------------------------------- The Bankruptcy Court grants application of Ryan, LLC as property tax consultant for debtor Falcon Steel Company over the objection of the United States Trustee. The Debtors have filed applications or motions seeking to employ eight professionals or consultants and that it incurred a total of $240,008 in professional fees incurred for the month of July 2014. On August 18, 2014, the Debtors filed an application seeking to employ Ryan. But, the applicant seeks to be paid a fee equal to 25% of any tax savings achieved without need of filing a fee application. The U.S. Trustee argues that if fees continue to accrue at this rate, the Debtors' professional fees could exceed $1,000,000.00 before the year ends. The United States Trustee is represented by: William T. Neary UNITED STATES TRUSTEE Meredyth A. Kippes, Esq. Trial Attorney Office of the United States Trustee 1100 Commerce St. Room 976 Dallas, TX 75242 Tel: (214) 767-1079 About Falcon Steel Company Falcon Steel Company and New Falcon Steel, LLC, sought Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division (Case Nos. 14-42585 and 14-42586) on June 29, 2014. Falcon Steel claims to be the only American-owned company that builds steel lattice towers for high electrical transmission lines. The Debtors are seeking joint administration of their Chapter 11 cases (Lead Case No. 14-42585). Falcon Steel was formed in 1963 and has operated continuously since that time as a manufacturer engaged in fabricating and galvanizing structural steel for customers in the United States. New Falcon, a subsidiary, suspended operations in June 2013 and is being held for sale. Falcon has three manufacturing plants in the DFW area in Texas, with one facility in Haltom City, another in Euless, and the third facility in Kaufman, Texas. The company's corporate headquarters is located at its Haltom City plant. It currently employs approximately 255 employees. Falcon Steel estimated assets and debt of $10 million to $50 million. The Debtors have tapped Forshey & Prostok, LLP, as counsel. The Court entered an order extending the Debtor's deadline to file its schedules of assets and liabilities and statement of financial affairs or new case deficiencies, excluding the matrix until Aug. 1. Bankruptcy Judge D. Michael Lynn, in an amended order, directed the joint administration of the case of Falcon Steel Company and New Falcon Steel, LLC. FALCON STEEL: Wants Plan Exclusivity Extended Until Dec. 26 ----------------------------------------------------------- Falcon Steel Company seeks an extension of the exclusivity period through and until December 26, 2014 for the filing of a Chapter 11 plan and through and until February 24, 2015, for the solicitation of acceptances for the Plan. The Debtors said they need time to negotiate plan terms with principal parties, which, in turn, will increase the likelihood that the Debtors may propose a consensual plan of reorganization. The Debtors said that, after three months from petition date, they have restored relations with key customers and vendors, thereby generating increased sales and significantly improving their cash position since petition date. In general, the Debtors are proceeding at a diligent pace to stabilize their business and put themselves in a position to propose a confirmable plan of reorganization at the earliest possible time. Hearing on the Debtors' request is scheduled for October 23, 2014. Falcon Steel is represented by: Jeff P. Prostok, Esq. Lynda L. Lankord, esq. FORSHEY & PROSTOK LLP 777 Main St., Suite 1290 Ft. Worth, TX 76102 Telephone: (817) 877-8855 Facsimile: (817) 877-4151 E-mail: iprostok@forsheyprostok.com llankford@forsheyprostok.com About Falcon Steel Company Falcon Steel Company and New Falcon Steel, LLC, sought Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division (Case Nos. 14-42585 and 14-42586) on June 29, 2014. Falcon Steel claims to be the only American-owned company that builds steel lattice towers for high electrical transmission lines. The Debtors are seeking joint administration of their Chapter 11 cases (Lead Case No. 14-42585). Falcon Steel was formed in 1963 and has operated continuously since that time as a manufacturer engaged in fabricating and galvanizing structural steel for customers in the United States. New Falcon, a subsidiary, suspended operations in June 2013 and is being held for sale. Falcon has three manufacturing plants in the DFW area in Texas, with one facility in Haltom City, another in Euless, and the third facility in Kaufman, Texas. The company's corporate headquarters is located at its Haltom City plant. It currently employs approximately 255 employees. Falcon Steel estimated assets and debt of $10 million to $50 million. The Debtors have tapped Forshey & Prostok, LLP, as counsel. The Court entered an order extending the Debtor's deadline to file its schedules of assets and liabilities and statement of financial affairs or new case deficiencies, excluding the matrix until Aug. 1. Bankruptcy Judge D. Michael Lynn, in an amended order, directed the joint administration of the case of Falcon Steel Company and New Falcon Steel, LLC. FALCON STEEL: Has Until Dec. 31 to File Claims vs. Lender --------------------------------------------------------- U.S. Bankruptcy Judge D. Michael Lynn has given Falcon Steel Co. and the unsecured creditors' committee until Dec. 31, 2014, to file claims against Texas Capital Bank, N.A. A previous court order that authorized Falcon Steel to use Texas Capital's cash collateral gave the company and the committee a 60- day deadline to challenge the validity, priority, perfection or extent of the bank's interests, or to file claims to avoid any pre-bankruptcy exercise of those interests. Falcon Steel owes Texas Capital as much as $16 million on account of the loan it availed from the bank, which is secured by the company's assets. About Falcon Steel Company Falcon Steel Company and New Falcon Steel, LLC, sought Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division (Case Nos. 14-42585 and 14-42586) on June 29, 2014. Falcon Steel claims to be the only American-owned company that builds steel lattice towers for high electrical transmission lines. The Debtors are seeking joint administration of their Chapter 11 cases (Lead Case No. 14-42585). Falcon Steel was formed in 1963 and has operated continuously since that time as a manufacturer engaged in fabricating and galvanizing structural steel for customers in the United States. New Falcon, a subsidiary, suspended operations in June 2013 and is being held for sale. Falcon has three manufacturing plants in the DFW area in Texas, with one facility in Haltom City, another in Euless, and the third facility in Kaufman, Texas. The company's corporate headquarters is located at its Haltom City plant. It currently employs approximately 255 employees. Falcon Steel estimated assets and debt of $10 million to $50 million. The Debtors have tapped Forshey & Prostok, LLP, as counsel. The Court entered an order extending the Debtor's deadline to file its schedules of assets and liabilities and statement of financial affairs or new case deficiencies, excluding the matrix until Aug. 1. Bankruptcy Judge D. Michael Lynn, in an amended order, directed the joint administration of the case of Falcon Steel Company and New Falcon Steel, LLC. FALCON STEEL: Gets Approval of Consulting Deal With Former CEO -------------------------------------------------------------- Falcon Steel Co. received approval from U.S. Bankruptcy Judge D. Michael Lynn of its agreement with David Smith to hire the former chief executive officer as its consultant. Under the deal, Mr. Smith agreed to serve as an outside consultant for the company through Sept. 15, 2016, unless the agreement is terminated earlier. The services to be provided by Mr. Smith include client relationship, vendor relationship and lattice tower design support. He will receive a monthly fee of $15,000, plus reimbursement of expenses for his services. Through the term of the agreement, Mr. Smith will not participate in the management or control of certain competitors of the company. He is also required to maintain the confidentiality of all nonpublic information concerning the company. Judge Lynn approved the agreement despite objections from the U.S. Trustee, the Justice Department's bankruptcy watchdog, and from the committee representing unsecured creditors. The agency said the agreement does not meet the standards of Section 503(c)(1) or (c)(3) of the Bankruptcy Code because the company failed to prove that Mr. Smith's employment is essential to its business and that he received offers from rival firms. Meanwhile, the unsecured creditors' committee expressed dismay over the company's move to hire its former CEO, saying it should completely cut ties with him given his alleged "gross mismanagement." The agreement also drew flak from its lender Texas Capital Bank N.A. The bank said the company didn't have to hire Mr. Smith for fear he would disclose its trade secrets to rival firms since he is prohibited from doing such under non-bankruptcy law. Falcon Steel defended the agreement, arguing that its benefit to the estate is "substantial and significantly outweighs the cost." "Under the facts and circumstances, approval of the agreement is clearly warranted even under the heightened standard of review for transactions with an insider," the company said in a court filing in response to the objections. About Falcon Steel Company Falcon Steel Company and New Falcon Steel, LLC, sought Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division (Case Nos. 14-42585 and 14-42586) on June 29, 2014. Falcon Steel claims to be the only American-owned company that builds steel lattice towers for high electrical transmission lines. The Debtors are seeking joint administration of their Chapter 11 cases (Lead Case No. 14-42585). Falcon Steel was formed in 1963 and has operated continuously since that time as a manufacturer engaged in fabricating and galvanizing structural steel for customers in the United States. New Falcon, a subsidiary, suspended operations in June 2013 and is being held for sale. Falcon has three manufacturing plants in the DFW area in Texas, with one facility in Haltom City, another in Euless, and the third facility in Kaufman, Texas. The company's corporate headquarters is located at its Haltom City plant. It currently employs approximately 255 employees. Falcon Steel estimated assets and debt of $10 million to $50 million. The Debtors have tapped Forshey & Prostok, LLP, as counsel. The Court entered an order extending the Debtor's deadline to file its schedules of assets and liabilities and statement of financial affairs or new case deficiencies, excluding the matrix until Aug. 1. Bankruptcy Judge D. Michael Lynn, in an amended order, directed the joint administration of the case of Falcon Steel Company and New Falcon Steel, LLC. FRONTIER INSURANCE: Bankr. Judge Won't Dismiss Liquidator's Suit ---------------------------------------------------------------- Chief Bankruptcy Judge Cecelia G. Morris held that the Bankruptcy Court need not abstain from hearing the proceeding, Benjamin Lawsky, Plaintiff, v. Frontier Insurance Group, LLC and County of Sullivan Industrial Development Authority, Defendants, Adv. Proc. No. 14-09022 (CGM)(Bankr. S.D.N.Y.). In a Oct. 9, 2014 Memorandum Decision, the Court denied the motion to dismiss this proceeding. This is a dispute over the ownership of two parcels of real property located in Sullivan County, New York, referred to by the parties as Parcels B and C. Together, Parcels B and C comprise approximately one-half (15.667 acres of a total 30.897 acres) of the Debtor Frontier Insurance Group, Inc.'s former headquarters building and the surrounding real property, which is collectively known as the "Rock Hill Property." Prior to the petition date, it appears that the Rock Hill Property was used both by the Debtor Frontier Insurance Group, Inc. and the Debtor's wholly-owned insurance subsidiary as their headquarters. Legal title to the Rock Hill Property is currently held by the County of Sullivan Industrial Development Authority pursuant to a series of agreements entered into in the 1990s. The Development Authority's ownership of the Rock Hill Property expired on February 28, 2014. As to Parcel A, which comprises 15.23 acres of the headquarters compound and is the location of the actual headquarters building, the reversionary interest belongs to FIC, the insurance subsidiary, which is currently in a state court liquidation in Albany under the New York State Insurance Law. The parties dispute who owns the reversionary interest in Parcels B and C, the remainder of the headquarters compound. On the one hand, the Reorganized Debtor -- Frontier Insurance Group, LLC -- contends that it holds the reversionary interest. According to FIGL, the Debtor donated the Rock Hill Property and its improvements to FIC in the 1990s, which were then conveyed to the Development Authority for a period of 20 years in exchange for certain tax benefits. According to FIGL, it was the Debtor -- not the insurance subsidiary -- that retained the reversionary interest in Parcels B and C upon the expiration of the 20-year term. On the other hand, the Superintendent of the State of New York, in his capacity as the state court liquidator for the insurance subsidiary, asserts that FIC holds the reversionary interest in all three parcels. A copy of the Court's decision is available at http://bit.ly/11zeU5ufrom Leagle.com. Benjamin M. Lawsky, Superintendent of Financial Services for the State of New York, as Liquidator of Frontier Insurance Company, is represented by: William F. Costigan, Esq. DORNBUSH SCHAEFFER STRONGIN & VENAGLIA LLP 747 Third Avenue, 11th Floor New York, NY 10017 Telephone: 212-759-3300 Facsimile: 212-753-7673 E-mail: costigan@dssvlaw.com About Frontier Insurance Frontier Insurance Company is a property and casualty insurer domiciled in the State of New York. The company was placed in rehabilitation and the New York Superintendent of Insurance was appointed as Rehabilitator on Oct. 15, 2001, by order of the Supreme Court of the State of New York, New York County. Since 2001, Frontier has settled roughly 12,000 claims, paid roughly $750 million in losses, and reduced its insolvency on a statutory accounting basis from an estimated $170 million in 2001 to $90.6 million as of December 31, 2008. On November 9, 2012, the Albany County Supreme Court converted FIC's rehabilitation proceeding to a liquidation proceeding styled In the Matter of the Liquidation of Frontier Insurance Co., Index No. 97/06. Frontier Insurance Group, LLC filed its Chapter 11 case (Bankr. S.D.N.Y. Case No. 05-36877) on June 5, 2005. On December 2, 2005, the Court confirmed the Debtor's chapter 11 plan, which became effective on September 20, 2007. The plan vested certain property of the Debtor -- principally cash and causes of action -- in a liquidating trust for the benefit of creditors. On August 1, 2007, this Court entered a final decree in the Debtor's chapter 11 case. The case was closed on October 24, 2007. GARLOCK SEALING: Court Adjourns Disclosure Statement Hearing ------------------------------------------------------------ Judge Craig Whitley adjourned the hearing to consider approval of Garlock Sealing's proposed disclosure statement and solicitation and confirmation procedures. The order was entered into record on October 8, 2014. The Asbestos Claimants' Committee, Coltec Industries Inc., and the Future Claimants Representative did not object to the adjournment of the hearings. The Court's Order provides that entry of order approving solicitation and confirmation will be held on October 22, 2014 at 9:30 a.m. Tens of thousands of claims seeking damages for personal injury and wrongful death were instituted against the Debtors. The Official Committee of Asbestos Personal Injury Claimants objected to the proposed disclosure statement and the voting procedures designed to ease confirmation of a controversial plan. The Committee argued before the Court that a consensual resolution under Section 524(g) of the Bankruptcy Code would serve the best interests of all concerned, since that section provides statutory means of reorganizing the Debtors while shifting to a funded trust the problem of processing and resolving claims over a long period of time. The Official Committee of Asbestos Personal Injury Claimants is represented by: Trevor W. Swett III, Esq. Peter Van N. Lockwood, Esq. Leslie M. Kelleher, Esq. Jeffrey A. Liesemer, Esq. CAPLIN & DRYSDALE, CHARTERED One Thomas Circle, N.W. Washington, DC 20005 Telephone: (202) 862-5000 E-mail: tswett@capdale.com plockwood@capdale.com lkelleher@capdale.com jliesemer@capdale.com - and - Elihu Inselbuch, Esq. CAPLIN & DRYSDALE, CHARTERED 600 Lexington Avenue, 21st Floor New York, NY 10022 Telephone: (212) 379-0005 E-mail: einselbuch@capdale.com - and - Travis W. Moon, Esq. MOON WRIGHT & HOUSTON, PLLC 227 West Trade Street, Suite 1800 Charlotte, NC 28202 Telephone: (704) 944-6560 E-mail: tmoon@mwhattorneys.com About Garlock Sealing Headquartered in Palmyra, New York, Garlock Sealing Technologies LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, 2010, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in their Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for asbestos matters. The Official Committee of Asbestos Personal Injury Claimants in the Chapter 11 cases is represented by Travis W. Moon, Esq., at Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC, Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and Jeanna Rickards Koski, Esq., in Washington, D.C. 20005. Joseph W. Grier, III, the Court-appointed legal representative for future asbestos claimants, has retained A. Cotten Wright, Esq., at Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co- counsel. Judge George Hodges of the United States Bankruptcy Court for the Western District of North Carolina on Jan. 10, 2014, entered an order estimating the liability for present and future mesothelioma claims against EnPro Industries' Garlock Sealing Technologies LLC subsidiary at $125 million, consistent with the positions GST put forth at trial. GENERAL MOTORS: Fitch Rates Amended Unsecured Facilities 'BB+' -------------------------------------------------------------- Fitch Ratings has assigned a rating of 'BB+' to General Motors Company's (GM) amended unsecured credit facilities. Fitch currently rates GM's Issuer Default Rating (IDR) 'BB+'. The Rating Outlook is Positive. Fitch has also affirmed and withdrawn the 'BB+' IDR of GM's General Motors Holdings LLC (GM Holdings) subsidiary, as there is no longer any rated debt at the subsidiary, and Fitch does not expect the subsidiary to be an active issuer going forward. Fitch has also withdrawn GM Holdings' unsecured credit facility rating of 'BB+' as the subsidiary is no longer a borrower on the facilities. KEY RATING DRIVERS Ads by HQ-Video-Pro-2.1cV14.10xGM announced that it has closed on an amendment to its unsecured revolving credit facilities. As part of the amendment, the primary borrower for the facilities has been moved to GM from GM Holdings, simplifying the company's capital structure. The amended facilities continue to consist of a three-year tranche that has been extended to 2017, and a five- year tranche that has been extended to 2019. However, the limit on the three-year tranche has been reduced to $5 billion from $5.5 billion, but the limit on the five-year tranche has been increased to $7.5 billion from $5.5 billion, resulting in a net $1.5 billion increase in the facilities to $12.5 billion. General Motors Financial Company, Inc., which has been a subsidiary co-borrower on the three-year tranche has been added to the five-year tranche as well. Among the other modifications to the facilities, the recent upgrade by another rating agency triggered the removal of the facilities' borrowing base restrictions, but the other financial covenants remain in place, namely a requirement to maintain global liquidity at or above $4 billion and to maintain domestic liquidity at or above $2 billion. The amended credit facilities do not have any upstream guarantees from GM's subsidiaries, but if GM's IDR (or equivalent) is rated below investment grade by two of the three major rating agencies, guarantees from GM's substantial domestic subsidiaries (excluding GM Holdings) will be put into effect, although the facilities will remain unsecured. Aside from the changes mentioned above, Fitch views the other modifications to the amended credit facilities as relatively minor. GM's ratings are supported by the auto manufacturer's low automotive leverage, strong liquidity position, reduced pension obligations and strengthened product portfolio, as well as the free cash flow (FCF) generating capability of its automotive operations. GM's ratings are further supported by the global diversity of its business, including a strong market position in key developing markets, such as China and Latin America. The Positive Outlook reflects the trajectory of the underlying trends in GM's core business. Fitch expects the profitability of the company's North American operations to increase on a combination of pricing strength and operational efficiency, while its European operations appear to be on track to meet or exceed the company's mid-decade break-even target. The company's Chinese joint ventures (JVs) remain an important source of cash despite heightened competition in that market. In addition, the funded status of the company's pension plans has improved materially over the past several years, and its work on de-risking the plans will reduce volatility in the pension liability going forward. Fitch's primary concern continues to be the potential for the substantial number of recalls announced in the first half of 2014 to result in significant cash costs over the intermediate term. Although the direct costs of the recalls will be material, Fitch views them as manageable given GM's substantial liquidity position. Fitch's greater concern is the large number of lawsuits and various investigations that have been initiated in the recalls' wake, which could potentially have a significant effect on the company's intermediate-term cash flow and liquidity, particularly if combined with an unexpected slowdown in the global auto market. Other concerns include GM's North American profitability, which, although improved, continues to lag certain key competitors, as well as significant restructuring activities that remain underway in various international regions. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to a positive rating action include: -- Increasing the North American EBIT margin to near 10% on a sustained basis. -- Improving the profitability of the company's European operations. -- Sustained positive FCF generation, excluding unusual items. -- Increased clarification that the follow-on costs of the recalls can be managed while keeping automotive cash liquidity at $20 billion or higher. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- A decline in cash liquidity below $20 billion for a prolonged period. -- Significant negative developments related to the recalls that result in a greater-than-expected cash outflow. -- A sustained period of negative FCF generation. -- A change in financial policy, particularly around maintaining high liquidity and low leverage. -- A need to provide extraordinary financial assistance to GMF in the case of a liquidity event at the finance subsidiary. Fitch currently rates GM and its subsidiaries as follows with a Positive Outlook: GM -- Long-term IDR at 'BB+'; -- Unsecured credit facility rating at 'BB+'; -- Senior unsecured notes rating at 'BB+'. General Motors Financial Company, Inc. -- Long-term IDR at 'BB+'; -- Senior unsecured debt at 'BB+'; -- Short-term IDR at 'B'. GMAC Bank GmbH -- Long-term IDR at 'BB+'; -- Senior unsecured debt at 'BB+'; -- Short-term IDR at 'B'; -- Commercial paper at 'B'. GMAC (UK) Plc -- Long-term IDR at 'BB+'; -- Short-term IDR at 'B'; -- Short-term debt at 'B'. GENERAL MOTORS: Hit With $10B Defect Claims Over Resale Value ------------------------------------------------------------- Law360 reported that General Motors LLC was sued for $10 billion by customers who alleged in two consolidated New York federal complaints, including a class action, that defects including fatal ignition switch problems caused 27 million cars to drop in value. According to Law360, the suits allege violations of state consumer protection statutes, breach of implied warranties, fraud by concealment, unjust enrichment and other claims over more than 60 recalls affecting GM-branded vehicles sold in the U.S. from model years 1997 to 2014. Lisa Sandler, writing for Bloomberg News, reported that the would- be class action against GM seeks to represent owners who bought or leased a recalled car from July 2009 to July 2014 and still have it, or sold it after mid-February when the recalls started, or had an accident that destroyed it after that date. More than 20 million customers could join the suit, Steve Berman, one of the plaintiffs' lawyers, said in an e-mail, according to the Bloomberg report. The lawsuit is filed as part of In re General Motors LLC Ignition Switch Litigation, 14-md-02543, U.S. District Court, Southern District of New York (Manhattan). About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. * * * The Troubled Company Reporter, on Sep. 29, 2014, reported that Standard & Poor's Ratings Services raised its corporate credit rating on U.S. automaker General Motors Co. (GM) to 'BBB-' from 'BB+', and revised the outlook to stable from positive. At the same time, S&P raised its issue-level rating on GM's unsecured debt to 'BBB-' from 'BB+' and simultaneously withdrew its '4' recovery rating on that debt, because S&P do not assign recovery ratings to the issues of investment-grade companies. GREEN AUTOMOTIVE: CEO Ian Hobday Quits; New CFO Named ----------------------------------------------------- Ian G. Hobday resigned from his positions as Green Automotive Company's chief executive officer, interim chief financial officer, secretary and member of the Board of Directors for the purpose of pursuing other business opportunities, according to a regulatory filing with the U.S. Securities and Exchange Commission. The resignation of Mr. Hobday follows the disposition of the assets of the Company's subsidiaries organized and operated in the United Kingdom. Mr. Hobday did not hold any positions on any Board committees at the time of his resignation. The Company said it is not aware of any disagreements Mr. Hobday. On Oct. 10, 2014, the Company's Board of Directors appointed Mr. Carter Read, president of Newport Coachworks, Inc., the Company's remaining operating subsidiary, to the positions of interim President (the Company's principal executive officer) and Secretary of the company. Mr. Read is not related to any of the Company's current officers or directors by family or marriage. Carter Read, age 57, is the Company's interim president, the Company's Secretary and a member of its Board of Directors. Mr. Read has been the president of Newport Coachworks, Inc., the Company's wholly-owned subsidiary, since October 2012. In this position Mr. Read oversees all aspects of Newport Coachworks' bus manufacturing process. Prior to his position with Newport Coachworks, Mr. Read worked for Tiffany Coachworks from 1999 until October 2012 as its president. In that position, Mr. Read oversaw Tiffany Coachwork's design, production, manufacturing and final engineering of its limousine and bus lines, including developing over nine models of buses ranging from 11500 lb GVW to 33000 lb GVW for the North American market. Mr. Read holds 18,500,000 shares of the Company's common stock held in the name of Parrot Hill Investments LLC, an entity owned by Mr. Read, and options to purchase 2,500,000 shares of the Company's common stock at $0.06 per share. Currently, Mr. Read is not compensated for his services as a member of the Company's Board of Directors. On Oct. 8, 2014, the Company hired Mr. Alan J. Bailey as the Company's chief financial officer. Mr. Bailey is not related to any of the Company's current officers or directors by family or marriage. From 1975 until 2009, Mr. Bailey, age 67, served in various positions in the senior financial management of Gulf & Western Industries Inc./ Paramount Pictures, including being the senior vice president and treasurer of Paramount Pictures Corporation from 1984 through 2009. Since 2009, Mr. Bailey has held the position of chief financial officer in a number of publicly- traded companies, including being currently the CFO of Rotate Black, Inc.; the CEO, CFO and member of the Board of Directors of Wialan Technologies,Inc; a member of the Board of Directors of The Basketball Channel; the CFO of Global Entertainment Holdings, Inc.; and a member of the Board of Directors and CFO of Hollywood Entertainment EDU Holding, Inc., Mr. Bailey is a UK Chartered Accountant and an alumni of Ernst & Young. On Oct. 8, 2014, Donald J. Murray's resignation as the Company's Controller and senior vice president Global Finance went effective. The Company does not believe it necessary to replace this position since Mr. Murray's prior duties and responsibilities will be absorbed by Mr. Bailey. About Green Automotive Company Green Automotive Company is a vehicle design, engineering, manufacturing and distribution company. The Company also provides after sales program. It possesses a portfolio of businesses and is active in three main market segments: Cutting edge technology development, engineering and design with a focus on zero and low emission vehicle solutions; Manufacturing and customization of vehicles for markets with the potential to be converted into low emission or electric vehicles, such as shuttle buses, taxis, commercial vehicles, and After sales services for electric or low emission vehicles, including servicing and repair. The Company's balance sheet at June 30, 2014, showed $1.47 million in total assets, $17.94 million in total liabilities, and a stockholders' deficit of $16.47 million. The Company has sustained recurring operating losses and past due payables. These conditions, among others, give rise to substantial doubt about its ability to continue as a going concern, according to the Company's Form 10-Q for the period ended June 30, 2014. GREYSTONE LOGISTICS: Posts $214,000 Net Income in Aug. 31 Qtr. -------------------------------------------------------------- Greystone Logistics, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income available to common stockholders of $214,498 on $6.06 million of sales for the three months ended Aug. 31, 2014, compared to net income available to common stockholders of $1.44 million on $6.51 million of sales for the same period in 2013. The Company's balance sheet at Aug. 31, 2014, showed $15.39 million in total assets, $16.54 million in total liabilities and a $1.15 million total deficit. The Company said that its limited personnel and resources have impaired its ability to prepare and timely file the Quarterly Report. A copy of the Form 10-Q is available for free at: http://is.gd/LUitGn About Greystone Logistics Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB - News) -- http://www.greystonelogistics.com/-- manufactures and sells plastic pallets through its wholly owned subsidiary, Greystone Manufacturing, LLC. Greystone sells its pallets through direct sales and a network of independent contractor distributors. Greystone also sells its pallets and pallet leasing services to certain large customers direct through its President, Senior Vice President of Sales and Marketing and other employees. ISC8 INC: Appointment Chief Reorganizing Officer ------------------------------------------------ Pending final approval of the U.S. Bankruptcy Court for the Central District of California, ISC8 Inc. entered into a letter agreement with Broadway Advisors, LLC, pursuant to which Broadway will provide interim management services to the Company during the pendency of the Company's reorganization proceedings under Chapter 11 of the U.S. Bankruptcy Code. In addition, pursuant to the Broadway Agreement, the Company has appointed Mr. Alfred M. Masse, a principal of Broadway, to serve as the Company's chief reorganizing officer. The Debtor said there are no arrangements or understandings in connection with Mr. Masse's appointment. Mr. Masse has managed debtors, creditors and bank groups in both Chapter 11 and out-of-court restructurings for the past 15 years. Mr. Masse currently serves as co-chief responsible officer and director of Olympia Group, Inc. DIP, a privately held imported and distributor of hand-tools and lawn and garden products for the consumer and professional markets. Prior to Olympia Group, Mr. Masse served as president of 5th and Sunset, a multi-national commercial photography studio and equipment rental company and as restructuring advisor to Trend Technologies, Inc., a $700 million global manufacturer of metal and plastic enclosures for the electronics and telecommunications industry. Prior to his work with Broadway, Mr. Masse was a founding member and Managing Director of Baymark Strategies, LLC, a financial advisory and turnaround firm started by former Coopers & Lybrand restructuring partners. During his five years at Baymark, his clients ranged in size from $10 million to $750 million and included Hard Candy and the California Restaurant Association where he served as interim Chief Executive Officer. Mr. Masse holds a BA in Economics from UCLA and is an instructor in the Entrepreneurial Business Program at the University of Southern California. Executives Resign Mr. Chester White, a member of ISC8's Board of Directors, and Mr. Marcus Williams, the Company's corporate secretary and senior vice-president of corporate development, resigned from all positions held within the Company, according to a regulatory filing with the U.S. Securities and Exchange Commission. Monthly Report On Oct. 16, 2014, the Debtor filed a monthly operating report for the period from Sept. 24, 2014, to Sept. 30, 2014, with the U.S. Bankruptcy Court for the Central District of California. The Company reported a net loss of $131,566 on $0 of revenue for the current period. At the beginning of the period, the Company had $31,017 in cash. The Company reported total receipts of $204,122 and total disbursements of $39,065. As a result, the Company had cash balance of $196,074 at Sept. 30, 2014. A copy of the Monthly Operating Report is available at: http://is.gd/F51wHY About ISC8 Inc. ISC8 Inc. filed a Chapter 11 bankruptcy petition in the United States Bankruptcy Court for the Central District of California, Santa Ana division (Bankr. C.D. Cal. Case No. 14-15750) on Sept. 23, 2014. The petition was signed by Kirsten Bay as president and CEO. The Company continues to operate its business and manage its financial affairs as a debtor-in-possession, pursuant to Sections 1107(a) and 1108 of the United States Bankruptcy Code. The Debtor estimated assets of $1 million to $10 million and reported total liabilities of $14 million. Ezra Brutzkus Gubner LLP serves as the Debtor's counsel. The case is assigned to Judge Scott C. Clarkson. GRIDWAY ENERGY: Trustee Objects To Exclusivity Extension -------------------------------------------------------- Law360 reported that U.S. Trustee Roberta A. DeAngelis urged the U.S. Bankruptcy Court for the District of Delaware to reject Glacial Energy Holdings Inc.'s request for a further extension of its exclusivity period, saying the company's failure to provide financial updates makes it unclear if it can produce a viable Chapter 11 plan. According to the report, the U.S. Trustee complains that Glacial Energy seeks to stretch its exclusivity period into January, yet has not submitted required operating reports for the past three months. As previously reported by The Troubled Company Reporter, Glacial Energy wants the Bankruptcy to further extend through Jan. 5, 2015, the period by which it has exclusive right to file a plan and through March 6, 2015, the period by which it has exclusive right to solicit acceptances of that plan. According to Glacial Energy, the recent exclusive plan filing period, which expired on Oct. 7, is not enough time for them to file a consensual plan as they and their professionals, together with the Official Committee of Unsecured Creditors and prepetition secured lender, Vantage Commodities Financial Services I, LLC, expended time developing a marketing strategy for the Debtors' remaining assets and a strategy for winding down their Chapter 11 cases, including, but not limited to, the development of a wind- down budget. The extension, Glacial said, will give them additional time to complete the marketing and wind-down strategy. A hearing on the extension request is scheduled for No. 7, 2014, at 11:00 a.m. (ET). Objections are due Oct. 15. About Gridway Energy Gridway Energy Holdings, Inc., and its affiliates, including Glacial Energy Holdings -- providers of electricity and natural gas in markets that have been restructured to permit retail competition -- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10833) on April 10, 2014. The Debtors have 200,000 electric residential customers and 55,000 gash residential customers across the U.S. A large portion of the customers' energy consumption and revenue is generated in the northeast U.S., Ohio, Illinois and Texas (collectively accounting for 80% of revenue), with the remaining portion coming from California and other states. The Debtors blamed the bankruptcy due to lower revenue brought by increased market competition, which caused the Debtors to default on certain of their obligations. Gridway defaulted on $60 million of debt. Prepetition, the Debtors negotiated a stock purchase transaction with an interested buyer. But in March 2014, the purchaser withdrew from the transaction because of the large amount of debt that the purchaser would become liable through a stock transaction. The Debtors are represented by Michael R. Nestor, Esq., Joseph M. Barry, Esq., and Donald J. Bowman, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP; and Alan M. Noskow, Esq., and Mark A. Salzberg, Esq., at Patton Boggs LLP. They employed Omni Management Group, LLC, as claims and notice agent. Gridway Energy estimated assets of $500 million to $1 billion and debt of more than $1 billion. The Creditors' Committee is represented by Sharon Levine, Esq., and Philip J. Gross, Esq., at Lowenstein Sandler LLP; and Frederick B. Rosner, Esq., and Julia B. Klein, Esq., at The Rosner Law Group LLC. Vantage is represented in the case by Ingrid Bagby, Esq., David E. Kronenberg, Esq., Kenneth Irvin, Esq., and Karen Dewis, Esq., at Cadwalader, Wickersham & Taft LLP, and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A. GT ADVANCED: Judge Doubts Need For Secrecy ------------------------------------------ Law360 reported that U.S. Bankruptcy Judge Henry Boroff in New Hampshire cast doubt on Apple Inc.'s wish to seal documents on what went wrong between GT Advanced Technologies Inc., challenging Apple to show a concrete risk to its trade secrets if the information went public. According to the report, at a hearing, Judge Boroff said he was "having trouble" finding the kind of proprietary commercial information in the record that would justify Apple's request for continued sealing. As previously reported by The Troubled Company Reporter, GT has asked permission from Judge Boroff to file certain documents under seal especially documents relating to its relationship with Apple, saying disclosure of these documents would violate its confidentiality agreements with Apple Inc., risking liquidated damages claims in the amount of $50 million per violation. About GT Advanced Technologies GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a diversified technology company producing advanced materials and innovative crystal growth equipment for the global consumer electronics, power electronics, solar and LED industries. Headquartered in Merrimack, New Hampshire, GT is a publicly held corporation whose stock is traded on NASDAQ under the ticker symbol "GTAT." As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916). GT says that it has sought bankruptcy protection due to a "severe liquidity crisis." The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. GT ADVANCED: Delisted From NASDAQ; To Fire 727 Mesa Plant Workers ----------------------------------------------------------------- Anirudh Madhav, writing for The Next Digit, reports that GT Advanced Technologies Inc. has been de-listed from the NASDAQ stock exchange. The Next Digit relates that NASDAQ policy needed the Debtor be delisted due to the bankruptcy filing. The Debtor, says the report, had not filed an appeal. According to the report, the final value of the shares dropped to $0.43 during the delisting. The Debtor, The Next Digit states, said on Thursday that it would let go of 727 workers at its Mesa, Arizona plant. Citing Linda Luman, the Debtor's vice president of human resources, The Next Digit reports that the Debtor has issued notices to 524 production line workers, 108 technical jobs, 70 managers and 25 administrative positions. Optics.org relates that the Hon. Henry Boroff of the U.S. Bankruptcy Court for the District of New Hampshire told the Debtor to file an emergency motion to "wind down" its sapphire operations. The report quoted the Debtor as saying, "Any delay in implementing the wind-down process will have a significant, negative impact on the value of GTAT's estates to the detriment of GTAT's creditors. It is therefore imperative that the wind-down motion be heard as soon as possible." Securities lawyers at Dunnam & Dunnam said in an Oct. 10, 2014 press release that they were investigating allegations for the Debtor's shareholders. Concerned investors who purchased between Nov. 4, 2013 and Oct. 3, 2014, were encouraged to contact securities attorney Hamilton Lindley. The investigation focused on certain statements issued by the Debtor concerning their operations and financial prospects. About GT Advanced Technologies GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a diversified technology company producing advanced materials and innovative crystal growth equipment for the global consumer electronics, power electronics, solar and LED industries. As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916). GT says that it has sought bankruptcy protection due to a "severe liquidity crisis." The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. HARDWARE HOLDINGS: S&P Raises Rating on $100MM 1st Lien Loan to B ----------------------------------------------------------------- Standard & Poor's Ratings Services raised its issue-level ratings on Cranbury, N.J.-based Hardware Holdings LLC's $100 million first-lien term loan to 'B' from 'B-' and assigned a 'CCC' issue rating (two notches below the corporate credit rating) to the company's $55 million second-lien term loan, following a recent modification prior to the close of the transaction to refinance existing indebtedness and fund the acquisition of Jones Stephens Corp. that decreases the amount of the first-lien term loan by $55 million and adds an additional second-lien term loan in the same amount. S&P revised the recovery rating on the first-lien debt to '2' (indicating S&P's expectation of substantial recovery [70% to 90%] in a payment default scenario) from '3'. S&P assigned a recovery rating on the second-lien debt of '6', indicating its expectation of negligible recovery (0% to 10%) in a payment default scenario. S&P also affirmed the 'B+' issue-level rating on the company's $40 million asset-based (ABL) revolver. The recovery rating on the ABL revolver is '1', indicating that lenders could expect very high (90% to 100%) recovery in the event of a payment default or bankruptcy. The ratings on Hardware Holdings reflect S&P's assessment that its financial policy is very aggressive, given the large debt-financed acquisition of Jones Stephens Corp. and the company's significant debt burden. Pro forma for the transaction, S&P expects leverage to be very high at around 7.0x. S&P believes credit protection measures will remain weak for at least the next two years, but will improve slowly as the company increases EBITDA though operating leverage and synergies from recently acquired companies. S&P expects Hardware Holdings to use its low, but consistent, free cash flow to reduce debt slightly. S&P assess the company's financial risk as "highly leveraged" given these factors. S&P expects the core leverage ratios of debt to EBITDA in the mid- to high-6x area and funds from operations to debt below 12%. The ratings also reflect S&P's belief the company has a narrow business focus in the highly fragmented hardware distribution industry, which has low barriers to entry. Hardware Holdings is a small player in this segment, with vertically integrated distribution capabilities that enable it to handle large, complex orders for its distribution customers. These factors support S&P's "vulnerable" business risk assessment. S&P believes the company will need to effectively integrate its recent acquisitions to increase volume, maintain its supplier relationships, and support its significant debt burden. Given its small size, profitability could deteriorate quickly if it has difficulty integrating its two recent acquisitions (Jones Stephens and Handy Hardware), which it acquired out of bankruptcy. RATINGS LIST Hardware Holdings LLC Corporate credit rating B-/Stable/-- Ratings Assigned HBC Holdings LLC HBC Chemical LLC HBC/FQ LLC Handy Hardware LLC Handy Holdings LLC Howard Berger Co. LLC Jones Stephens Corp. One Middlesex Warehousing LLC Plumbing Holdings Corp. Wordlock Inc. Senior Secured $55 mil. term bank ln due 2020 CCC Recovery Rating 6 Issue Rating Raised; Recovery Rating Revised To From HBC Holdings LLC HBC Chemical LLC HBC/FQ LLC Handy Hardware LLC Handy Holdings LLC Howard Berger Co. LLC Jones Stephens Corp. One Middlesex Warehousing LLC Plumbing Holdings Corp. Wordlock Inc. Senior Secured $100 mil. term bank ln due 2021 B B- Recovery Rating 2 3 Issue Rating Affirmed; Recovery Rating Unchanged HBC Holdings LLC HBC Chemical LLC HBC/FQ LLC Handy Hardware LLC Handy Holdings LLC Howard Berger Co. LLC Jones Stephens Corp. One Middlesex Warehousing LLC Plumbing Holdings Corp. Wordlock Inc. Senior Secured $40 mil. ABL bank ln due 2019 B+ Recovery Rating 1 HAYES LARGE ARCHITECTS: Case Summary & 20 Top Unsecured Creditors ----------------------------------------------------------------- Debtor: Hayes Large Architects, LLP PO Box 1784 Altoona, PA 16603 Case No.: 14-70743 Chapter 11 Petition Date: October 17, 2014 Court: United States Bankruptcy Court Western District of Pennsylvania (Johnstown) Judge: Hon. Jeffery A. Deller Debtor's Counsel: Kevin J. Petak, Esq. SPENCE CUSTER SAYLOR WOLFE & ROSE, LLC P.O. Box 280 Johnstown, PA 15907-0280 Tel: 814-536-0735 Fax: 814-539-1423 Email: kpetak@spencecuster.com - and - James R. Walsh, Esq. SPENCE CUSTER SAYLOR WOLFE & ROSE, LLC 400 U.S. Bank Building P.O. Box 280 Johnstown, PA 15907 Tel: 814-536-0735 Fax: 814-539-1423 Email: jwalsh@spencecuster.com Total Assets: $733,625 Total Liabilities: $1.37 million The petition was signed by S. Dwight Knouse II, executive partner. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/pawb14-70743.pdf INTELLIPHARMACEUTICS INT'L: Incurs $1.7MM Net Loss in 2nd Quarter ----------------------------------------------------------------- Intellipharmaceutics International Inc. reported a net loss of $1.67 million on $1.07 million of revenue for the three months ended Aug. 31, 2014, compared to a net loss of $2.04 million on $0 of revenue for the three months ended Aug. 31, 2013. For the nine months ended Aug. 31, 2014, the Company reported a net loss of $2.60 million on $7.23 million of revenue compared to a net loss of $5.16 million on $0 of revenue for the same period a year ago. The Company's balance sheet at Aug. 31, 2014, showed $9.01 million in total assets, $3.42 million in total liabilities and $5.58 million in shareholders' equity. At Aug. 31, 2014, Intellipharmaceutics' cash totaled $5.5 million, compared with $0.8 million at Nov. 30, 2013. The increase in cash during the nine months ended Aug. 31, 2014, is mainly a result of licensing revenue and an increase in cash flows provided from financing activities which are mainly from common share sales under our at-the-market offering program, partially offset by cash used in operating activities which were reduced by licensing revenue and milestone revenue, and cash used in investing activities from an increase in purchases of production, laboratory and computer equipment. As at Oct. 15, 2014, the Company had a cash balance of $3.3 million as compared to $5.5 million at Aug. 31, 2014. The decrease in cash since Aug. 31, 2014, was due to cash used in operating activities. Intellipharmaceutics CEO Dr. Isa Odidi commented, "Subsequent to our generic Focalin XR(R) approval, we have expanded operations and increased R&D activities, specifically around our RexistaTM oxycodone and other NDA 505(b)(2) product candidates. Such increased R&D in relation to these product candidates may require additional cash outlays. In recognition of the anticipated R&D expenditures and of the Company's current cash position, as well as our continuing commitment to the Company, Dr. Amina Odidi and I agreed to extend the maturity date of the convertible debenture relating to our loan of $1.5 million to the Company from January 1, 2015 to July 1, 2015. We believe that further growth in revenues could be realized after the exclusivity periods for the 5, 10 and 20mg doses of generic Focalin XR? expire and additional ANDA approvals are granted, but there can be no assurance as to if or when any such approvals, or expiry of any exclusivity period, will occur." A copy of the press release is available for free at: http://is.gd/fRHore About Intellipharmaceutics Toronto, Canada-based Intellipharmaceutics International Inc. is incorporated under the laws of Canada. Intellipharmaceutics is a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs. Its patented Hypermatrix(TM) technology is a multidimensional controlled- release drug delivery platform that can be applied to the efficient development of a wide range of existing and new pharmaceuticals. Based on this technology, Intellipharmaceuticshas a pipeline of product candidates in various stages of development, including filings with the FDA in therapeutic areas that include neurology, cardiovascular, gastrointestinal tract, diabetes and pain. Intellipharmaceutics incurred a net loss of US$11.49 million for the year ended Nov. 30, 2013, following a net loss of US$6.13 million for the year ended Nov. 30, 2012. Deloitte LLP, in Toronto, Canada, issued a "going concern" qualification on the consolidated financial statements for the year ended Nov. 30, 2013. The independent auditors noted that Company's recurring losses from operations and the accumulated deficit raise substantial doubt about its ability to continue as a going concern. INVERSIONES ALSACIA: Court Sets Dec. 4 Plan Hearing --------------------------------------------------- Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York has entered an order scheduling a combined hearing on Dec. 4 to consider confirmation of the prepackaged reorganization plan proposed by Inversiones Alsacia S.A. and its debtor affiliates. The scheduling order provides: -- The hearing to consider the adequacy of the Disclosure Statement and confirmation of the Plan, will be held before the Honorable Martin Glenn, United States Bankruptcy Judge, in court room 501 of the U.S. Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York 10004, on Dec. 4, 2014 at 11:00 a.m. (prevailing Eastern Time); -- Any objections to the Disclosure Statement or confirmation of the Plan must be filed with the Clerk of the Court, together with proof of service thereof, so as to be actually received by 4:00 p.m. (prevailing Eastern Time) on Nov. 18, 2014; and -- Replies to objections received by the Objection Deadline, if any, shall be filed with the Clerk and the Clerk of the Court, together with proof of service thereof, so as to be actually received by 5:00 p.m. on Nov. 24, 2014. As reported in yesterday's edition of the TCR, the Debtors have filed a prepackaged Chapter 11 plan that proposes to restructure $347.3 million in senior secured notes. The Debtors only solicited votes from the noteholders as other equity creditors and equity holders are unimpaired under the Plan. As of the bankruptcy filing, the Debtors carry approximately $368.1 million in debt: -- an outstanding principal balance of $347.3 million, plus $18.4 million in respect of unpaid interest accrued, under senior secured notes, governed by finance agreements with Banco Santander Chile as Chilean collateral trustee, and The Bank of New York Mellon, as U.S. collateral trustee, and which notes are secured by a first priority lien on substantially all of the Debtors' assets; -- an outstanding principal balance of $10.2 million under a bus terminal loan from Banco Internacional, which loan matures in 2018; and -- $10.6 million in outstanding principal under an agreement with Volvo Commercial Vehicles and Construction Equipment South Cone SpA and VTF Latin America S.A. to finance the purchase spare parts, equipment and service, with inventory orders accruing interest at 7.5%, over a five-year period, and with a repayment is due on Feb. 18, 2015. The salient terms of the Plan are: -- The Debtors' obligations to holders of the Senior Secured Notes will be restructured to provide that: (i) Qualified Holders of the Notes will each receive their pro rata share of the New Notes in accordance with the terms set forth in the Plan; (ii) Non-Qualified Holders of the Notes will receive an amount in U.S. dollars equal to the product of (a) the principal amount of the New Notes that the relevant Non-Qualified Holder would have received based on its holding of Senior Secured Notes if it were a Qualified Holder multiplied by (b) the volume- weighted average price of the New Notes (as calculated in accordance with the Plan); and (iii) All holders of Senior Secured Notes Claims will receive an amount equal to the accrued interest on the principal amount of the Senior Secured Notes from (and including) October 1, 2014 through (and excluding) the date on which the New Notes are issued (based upon a principal amount of $364,433,466.67), paid in cash. -- The New Notes will have a maximum aggregate principal amount equal to (i) US$347.3 million plus (ii) the amount of accrued and unpaid interest at 8.0% per annum under the Senior Secured Notes through and including September 30, 2014. The Debtors calculate that the accrued and unpaid interest on the Senior Secured Notes through and including Sept. 30, 2014 will total US$17.1 million, resulting in a maximum aggregate principal amount of the New Notes of US$364.4 million, subject to reduction. Interest will accrue on the total principal amount and shall be payable in cash semi- annually. The New Notes will accrue interest at the rate of 8.0% per annum. Interest on overdue principal and interest will accrue at a rate that is 1.0% higher than the then-applicable interest rate on the New Notes. -- Holders of Allowed Administrative Claims, Allowed Professional Claims, Allowed Priority Tax Claims, Allowed Other Secured Claims (including any and all Claims arising under or in connection with the Bus Terminal Loan), Allowed Other Priority Claims, Allowed General Unsecured Claims and Allowed Subordinated Claims will be paid in full in Cash or receive other treatment, as provided under the Plan, that renders such Allowed Claim Unimpaired. -- Each Allowed Intercompany Claim will be, at the election of the Reorganized Debtors, subject to the prior written consent of the Requisite Consenting Senior Secured Noteholders (which consent shall not be unreasonably withheld), either (i) released, waived and discharged as of the Effective Date, (ii) contributed to the capital of the obligor Entity, (iii) dividended or (iv) remain Unimpaired, as may be agreed to by the applicable Reorganized Debtor and the Holder of such Intercompany Claim, subject to the requirements of and restrictions in the indenture for the New Notes, if any. -- Executory contracts and unexpired leases will be assumed by the Reorganized Debtors unless listed on the "rejection schedule" or rejected pursuant to an order of Bankruptcy Court. -- All Allowed Interests will be reinstated. A "Qualified Holder" means a Senior Secured Noteholder that certifies that it is: (a) a "Qualified Institutional Buyer" as such term is defined in 230 CFR 144A(a); (b) an "Accredited Investor" as defined in Rule 501(a) under the Securities Act; or (c) a person other than a "U.S. Person", as such term is defined in Rule 901(k) under the Securities Act, that is not located in the United States of America. A "Non-Qualified Holder" means a Senior Secured Noteholder that: (a) certifies that it is not (i) a "Qualified Institutional Buyer", (ii) an "Accredited Investor" (iii) a Person other than "U.S. Persons"; and (b) holds Senior Secured Notes in a principal amount that is less than $150,000. While other creditors are slated to recover 100%, holders of the Notes have a projected recovery of 46.6%. The projected recovery for Senior Secured Notes Claims is based on a net present value calculation at an 8.0% discount rate of the projected interest, mandatory amortizations and expected excess cash flows of the Reorganized Debtors through Dec. 31, 2018, assuming that there is no extension of the Concession Agreements beyond their scheduled expiration of Oct. 22, 2018. However, if the concessions are extended beyond October 22, 2018, the recovery for Class A (Senior Secured Notes Claims) may be higher because the terms of the New Notes provide for their maturity to be extended and for additional amortizations to be made on the New Notes. According to the Plan, the owners Carlos Mario Rios Velilla, Francisco Javier Rios Velilla and each of their respective spouses have agreed to enter into a non-compete agreement, which provides that they will not engage in any business activity relating to the bus routes in the Santiago, Chile metropolitan area. A copy of the Plan is available for free at: http://bankrupt.com/misc/Inversiones_Disc_Statement.pdf A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/Inversiones_Disc_Statement.pdf About Alsacia Inversiones Alsacia, together with its affiliate, Express de Santiago Uno S.A., are collectively the largest operator in the Transantiago Transportation System, transporting approximately 800,000 passengers every day, throughout 35 communities in Santiago, Chile, which accounts for more than 30% of the passengers in Transantiago. Alsacia and Express have the right to provide the transportation services pursuant to concession agreements with Chile's Ministry of Transportation and Telecommunications, which agreements expire October 2018. Alsacia and Express belong to non-debtor Global Public Services S.A. ("GPS Group"), an international holding company with interests in public passenger transportation, environmental solutions, outsourcing services and real estate development in Chile, Colombia, Panama, Peru and the United States of America. The GPS Group is controlled by Carlos Mario Rios Velilla and Francisco Javier Rios Velilla and several of their affiliates. Alsacia and Express and three affiliates sought bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in Manhattan, New York (Bankr. S.D.N.Y.) on Oct. 16, 2014, with a prepackaged plan that would restructure $347.3 million in senior secured notes but leave other creditors and the owners unimpaired. The cases are pending before the Honorable Martin Glenn and the Debtors have requested that their cases be jointly administered under Case No. 14-12896. The Debtors have tapped Cleary Gottlieb Steen & Hamilton, LLP, as bankruptcy counsel, FTI Consulting as financial advisor, and Prime Clerk LLC as claims and balloting agent. INVERSIONES ALSACIA: Wins Approval of First Day Motions ------------------------------------------------------- U.S. Bankruptcy Judge Martin Glenn on Oct. 16 convened a hearing on the "first day" motions filed by Inversiones Alsacia S.A. and its debtor affiliates. Judge Glenn entered interim orders and scheduled a final hearing for November 5, 2014 at 2:00 p.m. (Prevailing Eastern Time), with respect to the Debtors' motions to: -- use cash collateral of the prepetition secured creditors; -- pay the prepetition claims of certain critical vendors; -- continue their prepetition insurance policies; -- pay employee wages and benefits; -- pay certain taxes; and -- continue their existing cash management system; In addition, at the Debtors' behest, Judge Glenn entered an order (i) extending the time for the Debtors to file the Bankruptcy Rule Disclosures through and including the date that is 60 days after the date that is required under Bankruptcy Rule 1007(c) and (ii) waiving the requirement that the Debtors file the Bankruptcy Rule Disclosures upon the effective date of the Debtors' prepackaged chapter 11 plan if the effective date occurs on or before the deadline. The bankruptcy judge also granted the motion by the Debtors directing joint administration of their Chapter 11 cases. At the first-day hearing, the judge quickly entered a scheduling order with respect to the Prepackaged Plan, setting a Dec. 4 hearing on the Plan, and a Nov. 18 deadline for objections. The Debtors said that the relief sought by the "first day" motions is intended to stabilize the Debtors' business operations, facilitate the efficient administration of the Chapter 11 Cases and expedite a value-maximizing restructuring of the Debtors' operations and balance sheet. A copy of the Debtors' affidavit in support of the "first day" motions is available for free at: About Alsacia Inversiones Alsacia, together with its affiliate, Express de Santiago Uno S.A., are collectively the largest operator in the Transantiago Transportation System, transporting approximately 800,000 passengers every day, throughout 35 communities in Santiago, Chile, which accounts for more than 30% of the passengers in Transantiago. Alsacia and Express have the right to provide the transportation services pursuant to concession agreements with Chile's Ministry of Transportation and Telecommunications, which agreements expire October 2018. Alsacia and Express belong to non-debtor Global Public Services S.A. ("GPS Group"), an international holding company with interests in public passenger transportation, environmental solutions, outsourcing services and real estate development in Chile, Colombia, Panama, Peru and the United States of America. The GPS Group is controlled by Carlos Mario Rios Velilla and Francisco Javier Rios Velilla and several of their affiliates. Alsacia and Express and three affiliates sought bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in Manhattan, New York (Bankr. S.D.N.Y.) on Oct. 16, 2014, with a prepackaged plan that would restructure $347.3 million in senior secured notes but leave other creditors and the owners unimpaired. The cases are pending before the Honorable Martin Glenn and the Debtors have requested that their cases be jointly administered under Case No. 14-12896. The Debtors have tapped Cleary Gottlieb Steen & Hamilton, LLP, as bankruptcy counsel, FTI Consulting as financial advisor, and Prime Clerk LLC as claims and balloting agent. INVERSIONES ALSACIA: Wants to Pay $36.8-Mil. to Critical Vendors ---------------------------------------------------------------- Inversiones Alsacia S.A. and its debtor affiliates seek approval from the U.S. Bankruptcy Court to pay $36.8 million relating to outstanding prepetition claims of critical vendors and foreign creditors. The Debtors have identified critical vendors -- i.e. third-party vendors and independent contractors, without which the Debtors could not continue to operate their businesses, or the loss of which would their operating at significantly reduced profitability. As to foreign vendors, the Debtors explained that many of the Debtors' vendors -- especially vendors in Chile and other foreign countries with little to no contacts in the United States or who may not be familiar with the U.S. Bankruptcy Code -- may not be willing to do business with a "Chapter 11 Debtor" absent payment of prepetition claims. The Debtors' motion seek authority to pay up to $27.1 million (or the foreign currency equivalent thereof) to Critical Vendors and Foreign Creditors on account of prepetition claims on an interim basis, and up to a maximum aggregate amount of $36.8 million to Critical Vendors and Foreign Creditors on account of prepetition claims on a final basis. Counsel to the Debtors, Lisa M. Schweitzer, Esq., at Cleary Gottlieb Steen & Hamilton LLP, explained that the Debtors estimate that as of Petition Date, they owe approximately $36.8 million relating to outstanding prepetition Critical Vendor Claims and Foreign Creditor Claims. The largest expected claims relate to the purchase of diesel, which is essential to the operation of the Debtors' businesses. Other material claims include vendor claims related to services such as the overhaul and maintenance of the Debtors' buses. In addition, the Debtors propose to pay vendors who have delivered goods to the Debtors during the 20-day period prior to the Petition Date, and, therefore, are entitled to administrative claim status pursuant to Section 503(b)(9) of the Bankruptcy Code. Authorizing the Debtors to pay the 503(b)(9) Claims would assist the Debtors in negotiating with vendors holding such claims, thereby increasing the likelihood that such vendors will continue to supply the goods and services necessary to operate the Debtors' businesses. * * * The bankruptcy judge has granted the motion on an interim basis. Payments on account of Critical Vendor Claims and Foreign Creditor Claims will not exceed $27.1 million in the aggregate without further order of the Court. A final hearing is slated for Nov. 5. About Alsacia Inversiones Alsacia, together with its affiliate, Express de Santiago Uno S.A., are collectively the largest operator in the Transantiago Transportation System, transporting approximately 800,000 passengers every day, throughout 35 communities in Santiago, Chile, which accounts for more than 30% of the passengers in Transantiago. Alsacia and Express have the right to provide the transportation services pursuant to concession agreements with Chile's Ministry of Transportation and Telecommunications, which agreements expire October 2018. Alsacia and Express belong to non-debtor Global Public Services S.A. ("GPS Group"), an international holding company with interests in public passenger transportation, environmental solutions, outsourcing services and real estate development in Chile, Colombia, Panama, Peru and the United States of America. The GPS Group is controlled by Carlos Mario Rios Velilla and Francisco Javier Rios Velilla and several of their affiliates. Alsacia and Express and three affiliates sought bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in Manhattan, New York (Bankr. S.D.N.Y.) on Oct. 16, 2014, with a prepackaged plan that would restructure $347.3 million in senior secured notes but leave other creditors and the owners unimpaired. The cases are pending before the Honorable Martin Glenn and the Debtors have requested that their cases be jointly administered under Case No. 14-12896. The Debtors have tapped Cleary Gottlieb Steen & Hamilton, LLP, as bankruptcy counsel, FTI Consulting as financial advisor, and Prime Clerk LLC as claims and balloting agent. INVERSIONES ALSACIA: Seeks to Assume Plan Support Agreement ----------------------------------------------------------- Inversiones Alsacia S.A. and its debtor affiliates seek approval from the U.S. Bankruptcy Court to assume their Restructuring and Plan Support Agreement, dated as of August 31, 2014, signed with holders of approximately 63% of the outstanding senior secured notes and the Debtors' direct and indirect shareholders, Global Public Services, S.A. ("GPS"), Carlos Mario Rios Velilla and Francisco Javier Rios Velilla. Counsel to the Debtors, Lisa M. Schweitzer, Esq., at Cleary Gottlieb Steen & Hamilton LLP, explains that the assumption of the RPSA will ensure that this agreement, which serves as the foundation for the Debtors' consensual restructuring, continues to be valid and enforceable against all signatories thereto and continues to provide the Debtors with the benefits they bargained for in the months prior to the Petition Date, including the restructuring of the Senior Secured Notes and the ability to maximize recoveries to the Debtors' creditors through expeditious chapter 11 proceedings. To evidence their support of the Plan, the Consenting Senior Secured Noteholders and the Alsacia Shareholders executed the RPSA, which provides for the implementation of the Restructuring through an expedited chapter 11 process and commits the RPSA Parties and the Debtors to support the Plan under the terms and conditions of the RPSA. The Debtors are scheduled to seek confirmation of the Plan at a hearing on Dec. 4. The RPSA provides that each Alsacia Shareholder will, among other things, (i) take all steps necessary (subject to any fiduciary duties applicable to such Alsacia Shareholder in such capacity) to cause the effective date of the Restructuring to occur on or before certain deadlines set forth in the RPSA and (ii) take no action to delay, impede or interfere with the confirmation or consummation of the Plan. The Debtors will reimburse the fees and expenses incurred by the Noteholders' advisors, namely Akin Gump Strauss Hauer & Feld LLP, Carey & Cia Ltda., Blackstone Advisory Partners L.P. and Mr. Pablo Rodriguez Olivares. The Debtors will also promptly pay or reimburse the indenture trustee or any collateral trustee under indenture governing the Secured Notes for fees and out-of-pocket expenses. Ms. Schweitzer notes that the Debtors' failure to assume the RPSA within 10 calendar days after the Petition Date constitutes a termination event in favor of the Requisite Consenting Senior Secured Noteholders under (i) the RPSA and (ii) the proposed Interim Cash Collateral Order. The Consenting Senior Secured Noteholders are represented by: AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park Bank of America Tower New York, NY 10036 Attention: Daniel H. Golden David P. Simonds E-mail: dgolden@akingump.com dsimonds@akingump.com About Alsacia Inversiones Alsacia, together with its affiliate, Express de Santiago Uno S.A., are collectively the largest operator in the Transantiago Transportation System, transporting approximately 800,000 passengers every day, throughout 35 communities in Santiago, Chile, which accounts for more than 30% of the passengers in Transantiago. Alsacia and Express have the right to provide the transportation services pursuant to concession agreements with Chile's Ministry of Transportation and Telecommunications, which agreements expire October 2018. Alsacia and Express belong to non-debtor Global Public Services S.A. ("GPS Group"), an international holding company with interests in public passenger transportation, environmental solutions, outsourcing services and real estate development in Chile, Colombia, Panama, Peru and the United States of America. The GPS Group is controlled by Carlos Mario Rios Velilla and Francisco Javier Rios Velilla and several of their affiliates. Alsacia and Express and three affiliates sought bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in Manhattan, New York (Bankr. S.D.N.Y.) on Oct. 16, 2014, with a prepackaged plan that would restructure $347.3 million in senior secured notes but leave other creditors and the owners unimpaired. The cases are pending before the Honorable Martin Glenn and the Debtors have requested that their cases be jointly administered under Case No. 14-12896. The Debtors have tapped Cleary Gottlieb Steen & Hamilton, LLP, as bankruptcy counsel, FTI Consulting as financial advisor, and Prime Clerk LLC as claims and balloting agent. ITR CONCESSION: 4 Groups Mull Offers; Auction Expected in October ----------------------------------------------------------------- Greg Roumeliotis and Mike Stone at Reuters report that four groups are eyeing the Indiana Toll Road Concession Company's assets. Reuters states that the Debtor has proposed selling itself to the highest bidder to raise money to pay down $6 billion in debt. According to Reuters, people familiar with the matter said that an auction for the assets would kick off this month which could result in a $4 billion to $5 billion deal, though investors may find it difficult to reconcile their target of around 10% returns with the creditors' price expectations. Citing the sources, Reuters relates that possible buyers include: a. Canada Pension Plan Investment Board, Ferrovial SA's toll road operator Cintra and Canadian investment manager Brookfield Asset Management; b. Australia's Hastings Funds Management, the California Public Employees' Retirement System (Calpers), and Italian toll road operator Autostrade Meridionali SpA; c. Spanish infrastructure operator Abertis Infraestructuras SA and Ontario Municipal Employees Retirement System's infrastructure investment arm, Borealis; and d. a consortium led by Australian infrastructure fund manager IFM Investors. According to Reuters, the sources said that the composition and number of the consortia could still change, as Alberta Investment Management Corporation and Abu Dhabi Investment Authority are considering bidding for the assets as well. Joseph S. Pete at Nwitimes.com relates that U.S. Sen. Joe Donnelly wants the state to take management of the Indiana Toll Road bank. The report states that Sen. Donnelly wrote a letter to the Indiana Finance Authority, saying that "both the Indiana Department of Transportation and the ITRCC have acknowledged that the current quality of road maintenance and service plazas have not lived up to the most basic standards of services and cleanliness expected by travelers and their families." Stan Maddux at Nwitimes.com reports that LaPorte County Commissioners on Wednesday hired a law firm to investigate if the language in the lease allows the state to take back Toll Road daily operations. Nwitimes.com states that Shaw Friedman, the attorney for LaPorte, will push for revenue sharing for LaPorte and all other counties adjacent to the highway from whoever assumes the lease, if the operations do not revert back to the state. The state would have to buy back control of the Toll Road for about $2.4 billion, the report says, citing Mr. Friedman. About ITR Concession ITR Concession Co. operates a 157-mile, four- to six-lane toll road in Northern Indiana commonly referred to as the Indiana Toll Road. The toll road is a vital artery for interstate commerce, linking the City of Chicago and Lake Michigan to the interstate highway system, as well as markets, ports, and commercial and financial centers across the United States. The toll road opened in 1956 and is used by nearly 130,000 vehicles per day. ITR Concession and its affiliates filed for bankruptcy protection (Bankr N.D. Ill. Lead Case No. 14-34284) on Sept. 21 with a plan to restructure some $6 billion in debt by selling its assets or reorganizing its business. The Debtors have tapped Marc Kieselstein, Esq., Chad J. Husnick, Esq., Jeffrey D. Pawlitz, Esq., and Gregory F. Pesce, Esq., at Kirkland & Ellis LLP as counsel; Moelis & Company LLC as investment banker; and Kurtzman Carson Consultants LLC, as claims and notice agent. As of the Petition Date, the Debtors have outstanding funded debt of $6.0 billion that is comprised of approximately $3.855 billion in principal amount of first-priority syndicated bank-debt obligations and approximately $2.15 billion in principal amount of pari passu first-lien interest rate hedging obligations. J.C. PENNEY: At Risk of Bankr.; Taps Marvin Ellison as CEO ---------------------------------------------------------- Dana Blankenhorn, writing for Seekingalpha.com, reports that J.C. Penney is at risk of bankruptcy if just a few suppliers decide not to ship new product to the Company's stores. The Company's Board of Directors disclosed in a press release the appointment of Marvin Ellison, currently executive vice president of stores at Home Depot, as President and CEO-Designee, effective Nov. 1, 2014. Mr. Ellison will also join the Board of Directors. He will then succeed Myron E. (Mike) Ullman, III, as the Company's CEO on Aug. 1, 2015. At that time, Mr. Ullman will become Executive Chairman of the Board for a period of one year. Seekingalpha.com relates that analyst groups, including Maxim, Craig Hallum, and UBS, cut the stock to sell after the announcement, which came after the Company lessened its same store sales estimates. The report adds that the recent drop in the stock has taken the market cap of the whole Company down to $2.25 billion, against quarterly sales of $2.8 billion. According to the report, the Company hasn't made a profit in years, it's got debt on half its assets, and cash flow has flatlined. About J.C. Penney J.C. Penney Company, Inc. is one of the U.S.'s largest department store operators with about 1,100 locations in the United States and Puerto Rico. * * * The Troubled Company Reporter, on March 5, 2014, reported that Standard & Poor's Ratings Services revised its outlook on J.C. Penney Co. Inc. to stable from negative. At the same time, S&P affirmed all other ratings, including the 'CCC+' corporate credit rating, on the company. The Troubled Company Reporter, on May 21, 2014, reported that Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of J.C. Penney Co., Inc. and J.C. Penney Corporation, Inc. at 'CCC' and assigned a Positive Outlook. On June 6, 2014, the Troubled Company Reporter said Standard & Poor's Ratings Services assigned a 'B' issue level rating to J.C. Penney Corp. Inc.'s $1.85 billion ABL revolving credit facility and $500 million senior secured first-in last-out term loan with a '1' recovery rating, indicating S&P's expectation for very high (90%-100%) recovery in the event of a payment default. S&P affirmed all other ratings, including the 'CCC+' corporate credit rating on parent company J.C. Penney Co. Inc. The outlook is stable. On the same date, Moody's Investors Service rated J.C. Penney Corporation, Inc.'s proposed asset based revolving credit facility at B1 and its proposed asset based term loan at B2. At the same time, Moody's affirmed J.C. Penney Company, Inc.'s Caa1 Corporate Family Rating ("CFR"), Caa1-PD Probability of Default Rating, and SGL-3 Speculative Grade Liquidity rating. The rating outlook remains negative. In September 2014, Moody's rated J.C. Penney's proposed senior unsecured notes Caa2. At the same time, Moody's affirmed J.C. Penney Company, Inc.'s Caa1 Corporate Family Rating ("CFR"), Caa1 - PD Probability of Default Rating, and SGL-3 Speculative Grade Liquidity rating. The rating outlook remains negative. Standard & Poor's, on the same month, assigned its 'CCC-' issue- level rating and '6' recovery rating to J.C. Penney Corp. Inc.'s proposed $350 million senior unsecured notes due 2019. The '6' recovery rating indicates S&P's expectation for negligible recovery (0%-10%) in a payment default scenario. The company intends to use proceeds from the offering to repay debt. S&P views the proposed offering and debt repayment as credit neutral based upon expected debt levels being relatively unchanged. Likewise, Fitch has assigned a rating of 'CCC/RR4' to J.C. Penney's proposed issue of five-year $350 million senior unsecured notes. The Rating Outlook is Positive. On Oct. 1, 2014, Moody's affirmed J.C. Penney's Caa1 Corporate Family Rating, Caa1 - PD Probability of Default Rating, and senior unsecured notes. At the same time, Moody's changed J.C. Penney's rating outlook to stable from negative. The change in outlook was prompted by the successful closing of $400 million senior unsecured notes which will be used to fund the partial tender offer for J.C. Penney's $200 million 6.875% notes due October 2015, $200 million 7.675% notes due August 2016, and $285 million 7.95% notes due April 2017. At the same time, Moody's changed the Speculative Grade Liquidity rating to SGL-2 from SGL-3 due to improved operating performance and extension of the debt maturity schedule. LAKE CHARLES RETAIL: Bankr. Judge Won't Hear Suit Over Foreclosure ------------------------------------------------------------------ Bankruptcy Judge Nancy Hershey Lord granted a motion to dismiss the lawsuit, In re: Lake Charles Retail Development LLC, Plaintiff, LBUBS 2004-C8 Derek Drive, LLC; U.S. Bank National Association; Bank of America, N.A. as successor to LaSalle Bank National Association; Lehman Brothers Holdings, Inc.; Aurora Bank FSB f/k/a Lehman Brothers Bank FSB; Structured Asset Securities Corporation II; Lennar Partners, Inc.; and Red and Black Company, Defendants, Adv. Proc. No. 13-01477 (NHL)(Bankr. E.D.N.Y.) Lake Charles Retail Development LLC owns and formerly operated a commercial shopping center located at 3507-3525 Derek Drive, Lake Charles, Louisiana. When the Debtor defaulted on its mortgage payments, the Fourteenth Judicial District Court for the Parish of Calcasieu, Louisiana issued an Order for Executory Process in favor of LBUBS 2004-C8 Derek Drive, LLC, authorizing the seizure and sale of the Property. In response, the Debtor filed for Chapter 11 bankruptcy, and commenced the adversary proceeding to challenge the validity of the transactions that securitized and transferred its mortgage to Derek Drive. Defendants Derek Drive; LNR Partners, LLC, f/k/a Lennar Partners, Inc.; U.S. Bank National Association, as Trustee for the Registered Holders of LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage Pass-Through Certificates, Series 2004-C8; and Bank of America, N.A., solely in its capacity as former Trustee of the Trust filed a motion to dismiss the Debtor's Complaint, pursuant to Federal Rules of Civil Procedure 12(b)(1) and (6), made applicable by Federal Rule of Bankruptcy Procedure 7012. Judge Hershey Lord held that the Bankruptcy Court lacks subject matter jurisdiction under the Rooker-Feldman doctrine to reconsider the State Court's decision and, alternately, the Complaint fails to state a claim upon which relief can be granted. A copy of the Bankruptcy Court's Sept. 30, 2014 Decision is available at http://bit.ly/1sOug0bfrom Leagle.com Attorney for LBUBS 2004-C8 Derek Drive, LLC, U.S. Bank National Association, Bank of America, N.A. as successor to LaSalle Bank National Association, and Lennar Partners, Inc. is: Edward A Smith, Esq. VENABLE LLP Rockefeller Center 1270 Avenue of the Americas Twenty-Fourth Floor New York, NY 10020 Tel: 212-307-5500 Fax: 212-307-5598 E-mail: easmith@Venable.com Lake Charles Retail Development LLC, based in Middle Village, New York, filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Case No. 13-44093) on July 1, 2013, in Brooklyn. Judge Nancy Hershey Lord presides over the case. Dwight Yellen, Esq., at Ballon Stoll Bader & Nadler, P.C., serves as the Debtor's counsel. In its petition, Lake Charles Retail estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Vito Gerbino, manager/member. LAMSON & GOODNOW: 2 Investors Try to Help Co. Out of Bankruptcy --------------------------------------------------------------- Diane Broncaccio at The Recorder reports that two local investors have helped Lamson & Goodnow Manufacturing Co. cutlery restore its operations, in hopes that increased sales and profitability will pull the Debtor out of bankruptcy. The Debtor's Chief Operating Officer James Pelletier did not identify the new investors or how much money they have invested, The Recorder relates. The report quoted Mr. Pelletier as saying, "The last court hearing we had approved the infusion of cash by two investors. Now we fill out a monthly report . . . . We have a couple of local investors, and that eliminated our needing to borrow money at high interest rates." The Debtor has hired back its 13 union employees, The Recorder states, citing M. Pelletier. The Debtor had layoffs and a few employees who worked without pay, until the Bankruptcy Court allowed the Debtor to use its collateral cash to meet operation expenses, The Recorder says. According to The Recorder, Mr. Pelletier said, "Sales are very strong. We've hired two new full-time sales representatives, and we're finally going to give attention to the sales side of our business. We've met all of our cash projections and all our orders. Also, the store has a lot of product on order." The Debtor's complex has gotten a lot of attention from prospective buyers, but has not yet been sold, The Recorder adds, citing Mr. Pelletier. Pelletier said the 19th-century complex and old equipment is not efficient. He is hoping the company will be able to continue manufacturing in Western Massachusetts. Pelletier said the complex has gotten a lot of attention from prospective buyers, but has not yet been sold. About Lamson & Goodnow Lamson & Goodnow Manufacturing Co., based in Shelburne Falls, Massachusetts, founded in 1837, is the nation's oldest cutlery manufacturer. Lamson & Goodnow started out as a scythe maker in 1837, on the Shelburne side of the Deerfield River. During the Civil War, it had roughly 500 employees making bayonets for the weapons of Union soldiers. M ost recently, the company developed a line of quality barbecue tools sold by L.L. Bean, Williams-Sonoma, Brookstone and Stoddards. Lamson & Goodnow Manufacturing, Lamson and Goodnow, LLC, and Lamson and Goodnow Retail, LLC, each filed separate Chapter 11 bankruptcy petitions (Bankr. D. Mass. Lead Case No. 14-30798) on Aug. 15, 2014. Judge Henry J. Boroff presides over the cases. Gary M. Weiner, Esq., at Weiner & Lange, P.C., serves as the Debtors' bankruptcy counsel. In its bankruptcy petition, Lamson & Goodnow Manufacturing disclosed $1 million to $10 million in estimated assets and $1 million to $10 million in estimated debts. LEHMAN BROTHERS: Merrill Lynch Can't Shake $21M Swaps Demand ------------------------------------------------------------ Law360 reported that U.S. Bankruptcy Judge Shelley C. Chapman in New York denied Merrill Lynch Capital Services Inc.'s bid to toss Lehman Brothers Special Financing Inc.'s adversary suit claiming MLCS has refused to return $21 million following an allegedly erroneous series of interest rate swap transactions in 2008. According to the report, in a brief order, Judge Chapman declined to grant MLCS's motion to dismiss but did not provide the reasoning behind her ruling. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LDK SOLAR: Creditors OK Cayman, Hong Kong Schemes of Arrangement ---------------------------------------------------------------- LDK Solar Co., Ltd. in provisional liquidation and its Joint Provisional Liquidators, Tammy Fu and Eleanor Fisher, both of Zolfo Cooper (Cayman) Limited, on Oct. 17 disclosed that the class meetings of scheme creditors of LDK Solar and its subsidiaries, LDK Silicon & Chemical Technology Co., Ltd. and LDK Silicon Holding Co., Limited, convened pursuant to the orders of the Grand Court of the Cayman Islands and the High Court of Hong Kong on October 16, 2014 (Cayman Islands time) and October 17, 2014 (Hong Kong time), approved both the Cayman Islands and Hong Kong schemes of arrangement relating to the Scheme Companies. The Cayman Court is scheduled to hear the petition in respect of the Cayman Islands schemes of arrangement on November 6, 2014 at 9:30 a.m. (Cayman Islands time), at which hearing the Cayman Court will determine whether or not to sanction the Cayman Islands schemes of arrangement. Similarly, the Hong Kong Court is currently scheduled to hear the petition in respect of the Hong Kong schemes of arrangement on November 7, 2014 at 10:00 a.m. (Hong Kong time), at which hearing the Hong Kong Court will determine whether or not to sanction the Hong Kong schemes of arrangement. 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. The Company's balance sheet at June 30, 2014, showed $3.3 billion in total assets, $5.23 billion in total liabilities and total stockholders' deficit of $1.92 billion. The Company had a working capital deficit and negative equity and incurred net loss over the past years due to the overall market decline and its financial performance. Due to the impending maturity of its Renminbi-denominated US$-settled 10% Senior Notes due 28 February 2014, with an aggregate principal amount of RMB 1.63 billion, the Company decided to file the appointment of provisional liquidators in the Grand Court of Cayman Islands on 21 February 2014. Eleanor Fisher and Tammy Fu of Zolfo Cooper (Cayman) Limited were appointed as joint provisional liquidators of the Company on 27 February 2014. "These factors raise substantial doubt as to our ability to continue as a going concern," according to the Company's regulatory filing with the SEC. LONGVIEW POWER: Exclusive Plan Filing Date Extended to Dec. 31 -------------------------------------------------------------- Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware extended Longview Power, LLC, et al.'s exclusive plan filing period through and including Dec. 31, 2014, and their exclusive plan solicitation period through and including March 2, 2015. According to the Debtors, extension of the exclusivity periods will facilitate their concurrent efforts to drive the Chapter 11 cases to a successful conclusion and to maintain stability with their employees, business partners, and creditors. The Debtors relate that they are focused on obtaining confirmation of the Amended Plan, for which they are currently soliciting votes and for which they hope to seek confirmation in the near term. To prosecute the Amended Plan, the Debtors tell the Court that they are vigorously engaged in crucial litigation with First American Title Insurance Company regarding the Debtors' property interest in, and the availability of coverage under, the Policy of Title Insurance, policy number A40008468, issued on March 9, 2007. The Debtors add that they continue to pursue good-faith mediation with the Contractors, the Backstoppers, and First American to resolve the contingencies that remain in the Chapter 11 cases. About Longview Power LLC Longview Power LLC is a special purpose entity created to construct, own, and operate a 695 MW supercritical pulverized coal-fired power plant located in Maidsville, West Virginia, just south of the Pennsylvania border and approximately 70 miles south of Pittsburgh. The project is owned 92% by First Reserve Corporation (First Reserve or sponsor), a private equity firm specializing in energy industry investments, through its affiliate GenPower Holdings (Delaware), L.P., and 8% by minority interests. Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case 13-12211) on Aug. 30, 2013. The petitions were signed by Jeffery L. Keffer, the Company's chief executive officer, president, treasurer and secretary. The Debtor estimated assets and debts of more than $1 billion. Judge Brendan Linehan Shannon presides over the case. Kirkland & Ellis LLP and Richards, Layton & Finger, P.A., serve as the Debtors' counsel. Lazard Freres & Company LLC acts as the Debtors' investment bankers. Alvarez & Marsal North America, LLC, is the Debtors' restructuring advisors. Ernst & Young serves as the Debtors' accountants. The Debtors' claims agent is Donlin, Recano & Co. Inc. The Debtor disclosed assets of $1,717,906,595 plus undisclosed amounts and liabilities of $1,075,748,155 plus undisclosed amounts. Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as of Sept. 11, 2013, a committee of unsecured creditors has not been appointed in the case due to insufficient response to the U.S. Trustee's communication/contact for service on the committee. MID-CONTINENT UNIVERSITY: Sued by Teachers for Contract Breach -------------------------------------------------------------- WPSD Local 6 reports that Mid-Continent University professors and high ranking employees have filed a lawsuit against the Debtor, accusing it of breaching their contracts. The Plaintiffs say that they weren't informed through the required notification by mail that their services weren't needed by April 1, 2014. According to the Plaintiff's court filing, the Debtor didn't meet the requirements as stated in the employee handbook and the contract itself thus, the contracts were rolled over for another year. WPSD Local 6 says that more than two dozen employees are asking for almost $1 million in payment for the current 2014-2015 school year. The Plaintiffs ask that the Court, among other things, compel the Debtor to honor the final months of the 2013-2014 contract obligations by paying the Plaintiffs their contracted monthly salaries -- a total of $196,675.34. According to WPSD Local 6, the Plaintiffs asked attorney Steve Vidmer to look over the lawsuit. Mid-Continent University filed for Chapter 11 bankruptcy protection (Bank. W.D. Ky. Case No. 14-50687) on Sept. 30, 2014, listing its debts at between $1 million and $10 million, against up to $50,000 in assets. Mark C. Whitlow, Esq., at Whitlow, Roberts, Houston & Straub, PLLC, serves as the Debtor's counsel. MOUNTAIN PROVINCE: Closes C$100-Mil. Bought Deal Financing ---------------------------------------------------------- Mountain Province Diamonds Inc. announced the closing of its bought-deal private placement of common shares, for gross proceeds of C$75 million. A syndicate of underwriters led by BMO Capital Markets, RBC Capital Markets and Scotia Capital Inc. and including Haywood Securities Inc., sold 15,000,000 common shares of the Company at a price of C$5.00 per share, by way of a bought-deal private placement. The Underwriters received a cash commission of 5% of the gross proceeds. The Company also announced the closing of a concurrent non- brokered private placement of common shares at a price of C$5.00 per share, for gross proceeds of C$25 million. The common shares issued in the bought-deal and non-brokered private placements are subject to a four month hold period, expiring Feb. 17, 2015. The net proceeds of the private placements will be used for the continued development of the Company's Gahcho Kue project and for general corporate purposes. About Mountain Province Diamonds Headquartered in Toronto, Canada, Mountain Province Diamonds Inc. (TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/-- is a Canadian resource company in the process of permitting and developing a diamond deposit known as the "Gahcho Kue Project" located in the Northwest Territories of Canada. The Company's primary asset is its 49 percent interest in the Gahcho Kue Project. Mountain Province reported a net loss of C$26.60 million in 2013, a net loss of C$3.33 million in 2012 and a net loss of C$11.53 million in 2011. The Company's balance sheet at June 30, 2014, showed C$185 million in total assets, C$25.07 million in total liabilities and C$160 million in total shareholders' equity. COMSTOCK MINING: Incurs $1.9 Million Net Loss in Third Quarter -------------------------------------------------------------- Comstock Mining Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss available to common shareholders of $1.98 million on $6.78 million of total revenues for the three months ended Sept. 30, 2014, compared to a net loss available to common shareholders of $5.49 million on $6.81 million of total revenues for the same period during the prior year. For the nine months ended Sept. 30, 2014, the Company posted a net loss available to common shareholders of $11.06 million on $18.76 million of total revenues compared to a net loss available to common shareholders of $18.84 million on $17.59 million of total revenues for the same period in 2013. The Company's balance sheet at Sept. 30, 2014, showed $49.55 million in total assets, $25.35 million in total liabilities and $24.20 million in total stockholders' equity. "Future production rates and gold prices below management's expectations would adversely affect the Company's results of operations, financial condition and cash flows. If the Company was unable to obtain any necessary additional funds, this could have an immediate material adverse effect on liquidity and could raise substantial doubt about the Company's ability to continue as a going concern. In such case, the Company could be required to limit or discontinue certain business plans, activities or operations, reduce or delay certain capital expenditures or sell certain assets or businesses. There can be no assurance that the Company would be able to take any such actions on favorable terms, in a timely manner or at all," the Company said in the filing A copy of the Form 10-Q is available for free at: http://is.gd/mkAgGE About Comstock Mining Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. Comstock Mining incurred a net loss available to common shareholders of $25.36 million in 2013, a net loss available to common shareholders of $35.13 million in 2012 and a net loss available to common shareholders of $16.30 million in 2011. MS MARK SHALE: Tries to Generate Revenue Through Referral Links --------------------------------------------------------------- Brigid Sweeney at Chicagobusiness.com reports that Scott Baskin, former Mark Shale CEO, is trying to turn the Mark Shale brand -- which was known for its customer service and personal shopping -- into an online lifestyle site. Chicagobusiness.com quoted Mr. Baskin as saying, "The plan is to generate revenue through referral links." According to the report, the new site won't sell any clothing, and will simply highlight pieces it likes and direct readers to third-party e- commerce sites like ShopBop.com and Nordstrom.com to make the purchase. About Mark Shale Based in Woodridge, Illinois, MS Mark Shale, LLC, filed for Chapter for Chapter 11 protection on Aug. 21, 2012 (Bankr. N.D. Ill. Case No. 12-33041). Judge Jacqueline P. Cox presides over the case. Steven B. Towbin, Esq., at Shaw Gussis et al., represents the Debtor. The Debtor disclosed assets of $3.2 million and liabilities of $5.5 million. The bankruptcy in August was the second since 2009. The new bankruptcy was a liquidation from the outset. Then operating eight high-end men's and women's apparel stores, Mark Shale filed for Chapter 11 reorganization in Chicago in March 2009. The existing owners along with others bought the business in a bankruptcy sale. Scott Baskin retired in 2011 as the company's CEO. Maria Pinto, a local designer known for outfitting Michelle Obama, was hired in 2011 in an effort to modernize the company's image, but it didn't pan out. The company filed for Chapter 11 bankruptcy for the third and last time in August 2012, and shut down its three remaining stores at 900 N. Michigan Avenue, Oakbrook Center and Northbrook Court late that year. MPM SILICONES: Bankr. Judge Rules in Bond Trustees' Suit v. JPM --------------------------------------------------------------- Bankruptcy Judge Robert D. Drain issued a corrected and modified bench ruling on JPMorgan Chase's motions to dismiss these lawsuits: -- BOKF, N.A., Plaintiff, v. JPMORGAN CHASE BANK, N.A., et al., Defendants, Adv. Proc. No. 14-08247-RDD (Bankr. S.D.N.Y.); and -- WILMINGTON TRUST, N.A., Plaintiff, v. JPMORGAN CHASE BANK, N.A., et al., Defendants, Adv. Proc. No. 14-08248-RDD (Bankr. S.D.N.Y.) The so-called first lien trustee and 1.5 lien trustee, with respect to the indenture governing bonds issued by the Momentive Performance Holdings debtors, filed largely identical suits, asserting claims for various alleged breaches of the parties' Intercreditor Agreement. They also seek declaratory relief regarding the meaning of the ICA and injunctive relief against future breaches. Finally, the complaints assert a breach of the implied covenant of good faith and fair dealing. The complaints allege that the defendants breached the ICA by taking positions before and during the course of this bankruptcy case in opposition to the plaintiffs. More specifically, the complaints assert that the defendants breached the ICA (a) by entering into a Restructuring Support Agreement before the commencement of the case in favor of what eventually became the debtors' chapter 11 plan and then supporting confirmation of that plan, which the complaints allege adversely treats the plaintiffs by "cramming down" the plaintiffs' claims under section 1129(b) of the Bankruptcy Code, and (b) by intervening support of the debtors' objections to the plaintiffs' right to a make-whole payment under their indentures and notes and similar claims based on the prepayment of their debt. The plaintiffs also contend that the defendants breached the ICA (a) by supporting the debtors' financing (apparently, although not expressly stated in the complaints, the postpetition or "DIP" financing under section 364 of the Bankruptcy Code as approved by the Court) that was given a lien with priority over the plaintiffs' liens, and (b) by opposing the plaintiffs' requests for adequate protection of their interests in the shared collateral and, as more specifically alleged in the first lien trustee's complaint, objecting to the ongoing reimbursement of the first lien trustee's financial advisor's fees and expenses during the course of this case as a proposed form of adequate protection of the trustee's lien. The complaints also allege that the defendants breached the Intercreditor Agreement by agreeing to receive in return for their secured claims property that the plaintiffs contend constitutes "Common Collateral," a defined term in the ICA, or the proceeds thereof, while holding that property in trust for the plaintiffs until the plaintiffs' "Senior Lender Claims" -- another defined term in the Agreement -- have been paid in full in cash. The Common Collateral or its proceeds allegedly improperly retained by the defendants as secured creditors includes (a) a potential $30 million charge under a Backstop Agreement pursuant to which defendants agreed to backstop a $600 million rights offering to partially fund the chapter 11 plan, (b) the fees and expenses of various counsel and financial advisors for the plaintiffs that the debtors have reimbursed on an ongoing basis during the course of this case, which apparently (although I am not prepared to find this conclusively for reasons discussed below) were paid pursuant to the Restructuring Support Agreement between the debtors and defendants that was eventually approved by the Court, although possibly also paid as a form of adequate protection of the defendants' interests in the shared collateral, and (c) 100% of the common stock of the reorganized parent debtor, to be distributed to the defendants under the chapter 11 plan in exchange for their claims against the debtors. Judge Drain said the complaints rarely, if ever, specify the provisions of the ICA that are claimed to have been breached by the conduct. Judge Drain ruled that JPMorgan's motions should be granted and the claims dismissed with respect to the $30 million charge under the Backstop Agreement. While that cash could be viewed as Common Collateral (although all parties recognize that such collateral does not comprise all of the debtors' assets), the payment, if made, will be based on the defendants' rights under the Backstop Agreement, not in respect of remedies as secured creditors. The payment, Judge Drain said, would not be on account of a secured obligation but, rather, a separate, unsecured obligation undertaken by the debtors to the defendants for backstopping new exit financing for the debtors beyond the time provided in the Backstop Agreement. The defendants therefore would not be exercising remedies as secured creditors against the Common Collateral for purposes of triggering ICA section 4.2 if they receive the $30 million. A copy of Judge Drain's October 14, 2014 ruling available at http://bit.ly/1Ctq9Ylfrom Leagle.com. Theresa A. Foudy, Esq., at Curtis, Mallet-Prevost, Colt & Mosle LLP, New York, NY, represents Wilmington Trust, N.A., as Trustee for the 1.5 Lien Noteholders. 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 Court entered an order confirming the Plan on Sept. 11, 2014. 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. MARY SANTIAGO: New York High Court Considers Rent-Regulated Leases ------------------------------------------------------------------ Josh Barbanel, writing for The Wall Street Journal, reported that the New York state court weighed in on a dispute over a plan by a bankruptcy trustee to sell the rent-stabilized apartment of Mary Santiago, an 80-year-old East Village woman, to her landlord. According to the report, arguments before the Court of Appeals focused on whether those leases were considered transactions like any leases, or public benefits conferred by the state legislature that should be protected from bankruptcy court. As previously reported by The Troubled Company Reporter, citing Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, the city and state of New York filed a friend-of-the-court brief in Ms. Santiago's bankruptcy case to tell the state's highest court that their rights under a rent-stabilized lease are not property of the estate and would be exempt if they were. A federal district court said the value of a tenant's lease in a rent-stabilized apartment was property of the estate that the landlord could buy from the bankruptcy trustee. The tenant took her case to the U.S. Court of Appeals in Manhattan, which, in turn, turned to the New York Supreme Court after concluding that the outcome in the case depended on New York law, the report related. The case in the state high court is Santiago-Monteverde v. Pereira (In re Santiago-Monteverde), CTQ-2014-00004, New York Court of Appeals (Albany). The case in the federal circuit court is Santiago-Monteverde v. Pereira (In re Santiago-Monteverde), 12- 4131, U.S. Court of Appeals for the Second Circuit (Manhattan). MATAGORDA ISLAND: Amends Top 20 Unsecured Creditors List -------------------------------------------------------- Matagorda Island Gas Operations, LLC, on Oct. 1, 2014, filed with the Bankruptcy Court an amended list of its top 20 unsecured creditors, a copy of which is available for free at http://is.gd/f8XdSj Among the entities added to the Amended List are: Entity Nature of Claim Claim Amount ------ --------------- ------------ Department of the Future P&A $9,000,000 Interior obligations for 1849 C Street NW wells and facilities Washington, on OCS-G 3091, DC 20240-0002 OCS-G 3096, and OCS-G 4139 Thompson & Knight $510,000 333 Clay Street, Ste. 3300 Houston, TX 77002 Arthur J. Gallagher $325,000 Gallagher Energy 1900 West Loop South, Suite 1600 Houston, TX 77027 Cetco Energy Services $55,000 Company LLC 1001 Ochsner Blvd. Suite 425 Covington, LA 70433 Ernst & Young $44,000 200 Plaza Drive Secaucus, NJ 07094 Aggreko LLC's claim amount under the Amended list was increased to $179,000 from $80,000. About Matagorda Island Matagorda Island Gas Operations, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No. 14-51099) in Lafayette, Louisiana, on Sept. 3, 2014. The case is assigned to Judge Robert Summerhays. The Debtor has tapped Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as counsel. In its amended petition, the Debtor said its estimated assets range from $100,000,001 to $500,000,000, while its estimated liabilities range from $10,000,001 to $50,000,000. NAARTJIE CUSTOM: Gets Approval of Agreement With Great American --------------------------------------------------------------- Children's clothing chain Naartjie Custom Kids Inc. received court approval of its agreement with liquidator Great American Group, LLC to conduct going-out-of-business sales at its 82 stores. Great American came out the winning bidder to conduct the sales at an auction on Oct. 2. The liquidator topped the "stalking horse" bid or lead bid made by a joint venture between Hilco Merchant Resources LLC and Gordon Brothers Retail Partners LLC, which guaranteed the clothing chain would receive 80% of the cost value of the merchandise. The liquidator also beat out another rival bidder: a joint venture between Tiger Capital Group, LLC and SB Capital Group, LLC. Great American's offer guaranteed Naartjie would receive 116.8% of the cost value of the merchandise, which represents about $2.576 million in additional value to the clothing chain's estate. The liquidator would also pay all expenses whether or not there are sufficient proceeds from the sales to pay them, according to court filings. A copy of the agreement is available for free at http://is.gd/rOoeOl About Naartjie Custom Kids Naartjie Custom Kids, Inc., which designs, manufactures and sells children's clothing, accessories and footwear for ages newborn through 10 years old, sought protection under Chapter 11 of the Bankruptcy Code on Sept. 12, 2014 (Bankr. D. Utah Case No. 14- 29666). The case is assigned to Judge William T. Thurman. The Debtor's counsel is Annette W. Jarvis, Esq., Jeffrey M. Armington, Esq., Benjamin J. Kotter, Esq., and Michael F. Thomson, Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah. AMSTERDAM HOUSE: Working With Nassau to Issue $221MM IDA Bonds -------------------------------------------------------------- James T. Madore at Newsday.com reports Amsterdam House Continuing Care Retirement Community Inc, fka The Amsterdam at Harborside, is working with Nassau County to issue $221 million in tax-exempt bonds through the Industrial Development Agency. According to Newsday.com, Nassau officials assured that neither Nassau nor the IDA would be held liable should the Debtor encounter more financial troubles in the future. The Debtor hopes that the U.S. Bankruptcy Court for the Eastern District of New York will approve its debt restructuring this week to stabilize finances, Newsday.com reports, citing the Debtor's executives. About Amsterdam House Amsterdam House Continuing Care Retirement Community, Inc., owns and operates Harborside, an upscale retirement community is situated on 8.9 acres in Port Washington, New York. Harborside -- http://www.theamsterdamatharborside.com/-- is Nassau County's first and only CCRC licensed under Article 46 of the New York Public Health Law. CCRCs provide senior citizens with a full range of living accommodations and healthcare services during their retirement years. Harborside currently offers 329 units of varying sizes for independent, enriched, and skilled nursing care. Amsterdam House filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 14-73348) on July 22, 2014, in Central Islip, New York, to implement a prenegotiated bankruptcy-exit plan. The case is assigned to Judge Alan S Trust. Ingrid Bagby, Esq., at Cadwalader Wickersham & Taft LLP, serves as the Debtor's counsel. Grant Thornton LLP serves as financial advisors, Herbert J. Sims & Co., Inc., serves as investment bankers, and Kurtzman Carson Consultants LLC acts as claim and noticing agent. The Company said that total assets were $286 million and debt was $437 million as of April 30, 2014. NATIONAL AIR CARGO: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: National Air Cargo, Inc. 350 Windward Drive Orchard Park, NY 14127 Case No.: 14-12414 Chapter 11 Petition Date: October 17, 2014 Court: United States Bankruptcy Court Western District of New York (Buffalo) Judge: Hon. Michael J. Kaplan Debtor's Counsel: John A. Mueller, Esq. HARTER SECREST & EMERY LLP Twelve Fountain Plaza, Suite 400 Buffalo, NY 14202-2293 Tel: 716-844-3701 Fax: 716-853-1617 Email: jmueller@hselaw.com - and - Raymond L. Fink, Esq. HARTER SECREST & EMERY LLP Twelve Fountain Plaza Buffalo, NY 14202-2293 Tel: 716 853-1616 Fax: 716 853-1617 Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Brian T. Conaway, secretary and VIP of Finance. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nywb14-12414.pdf NBRS FINANCIAL: Howard Bank Assumes All Deposits ------------------------------------------------ Howard Bank, subsidiary of Howard Bancorp, Inc., on Oct. 17 disclosed that it has entered into an agreement with the Federal Deposit Insurance Corporation to assume all of the deposits and purchase certain loans and other assets of NBRS Financial Bank, a full-service, state chartered commercial bank headquartered in Rising Sun, Maryland. NBRS operates two branches in Harford County, Maryland in Aberdeen, and Dublin, two in Cecil County in Elkton and Rising Sun and one branch in Lancaster County Pennsylvania in Peach Bottom. All NBRS branches were set to reopen Saturday morning October 18th during their normal business hours as branches of Howard Bank. With this transaction Howard Bank will now operate 13 branch offices, two regional offices and two mortgage centers in five Maryland counties and two states. NBRS depositors will automatically become depositors of Howard Bank and qualifying accounts will continue to be insured by the FDIC, up to applicable limits. There will be no disruption of service for NBRS customers; their money is accessible by check, using an ATM or by debit card. Checks drawn on the bank will continue to be processed. Loan customers should continue to make their payments as usual. Customers of NBRS Financial Bank may continue to use their existing NBRS branch or any other NBRS branch until they receive notice from Howard Bank that it has completed systems changes to allow Howard Bank branches now in Harford County and elsewhere to process their accounts. "We are very pleased to welcome NBRS customers and employees to Howard Bank. It's business as usual and customers can be confident that their deposits are safe, secure and readily accessible. NBRS customers will continue to receive excellent banking service and benefit from a continued relationship with a community bank that sincerely cares for its customers and the communities in which we operate," said Howard Bank's President and CEO, Mary Ann Scully. "Our strategic decision over three years ago to take advantage of the significant opportunities that we saw in communities north of our birthplace in Howard County and our locations in Anne Arundel County has been rewarded with a brand recognized before today in four counties in the state. Our most recent moves into Harford County through both branch acquisition and organic de novo branch locations is typical of our view that a very consistent growth strategy is the best for our customers, employees, shareholders and community stakeholders. Our knowledge of the Cecil County and Lancaster County communities makes us believe that these attractive markets will welcome our unique combination of deep and broad product sets, experienced and sophisticated financial experts and a very traditional, high touch approach to each and every relationship. We consider it an honor to work with employees and customers of one of the oldest banks in the state of Maryland with a unique legacy and we look forward to the opportunity of serving former NBRS customers for years to come." As of June 30, 2014, NBRS Financial Bank had approximately $188.2 million in total assets and $183.1 million in total deposits. In addition to assuming all of the deposits of NBRS Financial Bank, Howard Bank also agreed to acquire the majority of the NBRS Financial Bank assets. The FDIC will retain the other real estate owned and other remaining assets for later disposition. The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $24.3 million. In addition, Howard Bank has entered into an agreement with a third party to sell certain non-performing and other loans, totaling approximately $18.4 million in the aggregate, within 30 days. Customers with questions about the Oct. 17 transaction should call the FDIC toll-free at 1-800-930-1848. The phone number will be operational this evening until 9:00 p.m., Eastern Daylight Time (EDT); on Saturday from 9:00 a.m. to 6:00 p.m., EDT; on Sunday from noon to 6:00 p.m., EDT; on Monday from 8:00 a.m. to 8:00 p.m., EDT; and thereafter from 9:00 a.m. to 5:00 p.m., EDT. Interested parties also can visit the FDIC's Web site at http://www.fdic.gov/bank/individual/failed/NBRS.html In addition, customers can visit their former NBRS branch should they have any questions about their banking relationship. Interested parties also can visit directly the web site of Howard Bank at http://www.howardbank.com/or through a link on the http://www.NBRS.com/Web site. About Howard Bancorp, Inc. Howard Bancorp, Inc. -- http://www.howardbank.com-- is a bank holding company with total assets of $534 million as of June 30, 2014. Its principal operating subsidiary, Howard Bank, is a growth-focused community bank serving businesses, professionals and individuals in the Greater Baltimore area through eight full service branches and also regional offices in Annapolis and Towson, MD, and mortgage operations throughout the Central Maryland area. Howard Bank is a wholly owned subsidiary of Howard Bancorp, Inc. About NBRS Financial Bank NBRS Financial Bank, a full-service, state chartered commercial bank headquartered in Rising Sun, Maryland. NBRS operates two branches in Harford County, Maryland in Aberdeen, and Dublin, two in Cecil County in Elkton and Rising Sun and one branch in Lancaster County Pennsylvania in Peach Bottom. NEW TESTAMENT CHURCH: Case Summary & 6 Top Unsecured Creditors -------------------------------------------------------------- Debtor: New Testament Church 403 Rapidan Street Portsmouth, VA 23701 Case No.: 14-73779 Chapter 11 Petition Date: October 17, 2014 Court: United States Bankruptcy Court Eastern District of Virginia (Norfolk) Judge: Hon. Frank J. Santoro Debtor's Counsel: Joseph T. Liberatore, Esq. CROWLEY, LIBERATORE, RYAN & BROGAN, P.C. Town Point Center, Suite 300 150 Boush Street Norfolk, VA 23510 Tel: 757-333-4500 Fax: 757-333-4501 Email: jliberatore@clrbfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jerome Williams, senior pastor. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/vaeb14-73779.pdf NORTHWEST GF MUTUAL: A.M. Best Affirms 'B-' Fin. Strength Rating ---------------------------------------------------------------- A.M. Best Co. has revised the outlook to positive from stable and affirmed the financial strength rating of B- (Fair) and the issuer credit rating of "bb-" of Northwest G.F. Mutual Insurance Company (Northwest) (Eureka, SD). The positive outlook is a reflection of Northwest's execution of continuing efforts to strengthen capitalization and operating performance. In previous years, results had deteriorated due to underpriced products and frequent and severe weather-related events. Management has been pro-active in improving risk management, re-underwriting the book of business, tightening underwriting guidelines and taking significant rate increases. In addition, policies in force have been reduced, expense management controls have been put in place and the investment portfolio exposure has been reduced. Overall, surplus has declined during the latest five-year period, but surplus increases have been reported for two consecutive years with this trend continuing in 2014. These results have been obtained despite frequent and severe weather-related events, which validate management's corrective actions. Partially offsetting these positive factors is the company's negative pretax and net income, as well as elevated combined and expense ratios. The company has reported negative pretax operating income in four of the past five years. Net investment income has not been enough to offset the poor underwriting losses. The geographic concentration in North Dakota and South Dakota places the company at risk for frequent and severe weather as evidenced in most years' results, as well as regulatory, judicial, and economic concerns. Positive rating actions may continue if Northwest illustrates a sustained improvement in underwriting, operating results, and risk-adjusted capitalization. Conversely, a decline in overall risk-adjusted capitalization coupled with adverse operating results could result in pressure on the ratings or outlooks. NOVA CHEMICALS: Moody's Assigns Ba2 Rating on New $500MM Sr. Notes ------------------------------------------------------------------ Moody's Investors Service has assigned a Ba2 rating to the proposed $500 million of new senior unsecured notes due 2025 to be issued by NOVA Chemicals Corporation (NOVA, Ba1 stable). NOVA has stated that the proceeds from the new notes will largely be used to redeem its existing $350 million 8.625% senior notes due 2019, which are also rated Ba2. The rating outlook is stable. "Despite its limited earnings diversity, NOVA's performance continues to be excellent. The company's conservative balance sheet; North American, ethane feedstock advantage; and ongoing expansion and feedstock diversification projects are all expected to drive continued and sustainable improvements to NOVA's credit profile over the coming quarters," says Anthony Hill, a Moody's Vice President -- Senior Credit Officer and lead analyst for NOVA. Assignments: Issuer: NOVA Chemicals Corporation Senior notes due 2025, Assigned Ba2, LGD4 Since 2009 NOVA has been wholly owned by International Petroleum Investment Company (IPIC, Aa2 stable). The government of Abu Dhabi (Aa2 stable), which wholly owns IPIC, established IPIC in 1984 as an investment holding company with a mandate to invest globally in energy and energy-related industries. IPIC does not provide any type of explicit support or guarantee to these new notes, or any rated debt obligations of NOVA. Ratings Rationale The Ba2 rating on the new notes reflects their junior position in the capital structure relative to the company's $425 million senior secured credit facility. NOVA's Ba1 corporate family rating (CFR) reflects the company's (1) solid financial metrics and liquidity profile; and (2) cost advantaged manufacturing capabilities. Furthermore, IPIC openly regards its ownership of NOVA as a strategic, long-term investment. Moody's views this relationship as credit positive. NOVA's rating also reflects the company's large capital expenditure (capex) program, as well as its limited operational, product, and geographic diversity. NOVA's capex program is largely necessary to fund ongoing expansions and feedstock diversification projects aimed at increasing the company's access to cost advantaged North American NGLs (natural gas liquids, primarily ethane, propane and butane) feedstocks. Some key milestones of these projects are now complete or near completion; however, the company's increased capex is expected to continue over the next five years. NOVA is heavily exposed to the ethylene and polyethylene commodity end markets, and dependent on its two main manufacturing sites - Joffre, Alberta and Corunna, Ontario. Additionally, NOVA's distributions to IPIC have been increasing. For financial year-end December 2012 and 2013, and year-to-date July 2014, NOVA has distributed to IPIC $75 million, $150 million, and $760 million, respectively. Given the company's solid cash generation and liquidity profile, Moody's currently considers this distribution level to be credit neutral as $689 million remains on the balance sheet as of 30 June 2014. Despite the company's large capex program and increasing distributions to IPIC, Moody's expects NOVA to have a solid liquidity profile over the coming quarters. Moody's assessment of NOVA's liquidity profile reflects the company's elevated cash balance, the expectation for significant retained cash flow generation over the next four quarters (of greater than an average of $200 million a quarter), and minimal utilization of its accounts receivable programs and its secured and unsecured revolvers. While Moody's expects capital expenditures to be elevated in 2014 and 2015, NOVA should be able to comfortably finance its projects using cash on hand. Moody's also anticipates that the company will have sufficient cash to cover working capital needs over the next 12-18 months without drawing on its credit facilities. NOVA's secondary liquidity is provided by a $425 million senior secured revolving credit facility (unrated) due December 2017. This senior secured revolving credit facility contains two financial covenants, a maximum debt to cash flow ratio of 3:1 and a maximum debt to capitalization ratio of 60%. As of June 2014, the company was well within compliance under its financial covenants. NOVA also has access to a $100 million committed bi- lateral facility (unrated) which expires in 2015 and two accounts receivable facilities (unrated) which expire in 2017 and 2015 (US program for $125 million in January 2017 and a Canadian facility for $100 million in February 2015). As of June 2014, these facilities were drawn down by $18 million. The stable outlook reflects Moody's expectation that NOVA will continue to exhibit solid financial metrics over the coming years, despite a large capital expenditure program to fund ongoing expansion and feedstock diversification projects. Pressure to upgrade NOVA's rating is emerging. However, Moody's would be unlikely to do so until there is clear evidence that the company's feedstock diversification projects are producing sustained, positive financial results as NOVA has not disclosed the cost of the feedstocks it is purchasing from the Bakken and Marcellus shales. Additionally, Moody's notes that since April 2014, Nova has been operating without a permanent CEO in place. In Moody's view, this situation may begin to constrain NOVA's credit profile if not resolved in the coming quarters. Given Moody's outlook for North American ethane and the company's conservative financial policies, the rating agency does not expect to see pressure to downgrade NOVA's rating develop over the coming years. However, if the company were to pursue a large debt-funded acquisition or dividend(s), Moody's may consider a downgrade. Quantitatively, Moody's would consider downgrading NOVA's rating if its EBITDA margin falls sustainably to around 15%; or its debt/EBITDA ratio rises towards 3.0x, both on a Moody's-adjusted basis. Nova Chemicals Company is a Calgary, Alberta-headquartered producer of ethylene, polyethylene plastics, and styrene. The company's main business unit, known as Olefins and Polyolefins, operates through three main reporting segments, (1) the Joffre olefins segment, which is located in Joffre, Alberta and is responsible for roughly 75% of the company's ethylene production; (2) the Corunna olefins segment, which is located in Corunna, Ontario (Canada) and is responsible for the remainder of NOVA's ethylene production; and (3) the polyethylene segment, which is where the company utilizes its own ethylene to manufacture polyethylene plastics such as high-density polyethylene (HDPE), low-density polyethylene (LDPE), and linear low-density polyethylene (LLDPE). The company's plastics and chemicals are used in a variety of applications including rigid and flexible packaging, containers, building and construction materials, housewares and other industrial consumer goods. Approximately 50% of NOVA's external sales are to customers located in the US, 44% to customers located in Canada, and 6% to customers in Europe. For the fiscal year ended December 2013, NOVA's revenues and Moody's-adjusted EBITDA were approximately $5.3 billion and $1.3 billion, respectively. For the last 12 months ending June 2014, these figures were approximately $5.4 billion and $1.3 billion, respectively. The principal methodology used in this rating was Global Chemical Industry Rating Methodology published in December 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. NOVA CHEMICALS: S&P Assigns BB+ Rating on Proposed $500MM Notes --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB+' issue-level rating, and '3' recovery rating, to Calgary, Alta.-based NOVA Chemicals Corp.'s proposed US$500 million senior unsecured notes due 2025. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%) recovery for noteholders in the event of a default. The long-term corporate credit rating on the company is 'BB+'. The notes are senior unsecured obligations of NOVA and will rank equally with all existing and future senior unsecured debt and rank junior to all existing and future secured debt. S&P understands that net proceeds from the notes will be used to repay the company's existing US$350 million 8.625% senior notes due 2019 (including related fees and expenses), with the remaining net proceeds being used for general corporate purposes. "The ratings on NOVA reflect what we view as the company's fair business risk profile and intermediate financial risk profile," said Standard & Poor's credit analyst David Fisher. S&P views NOVA's business risk profile as "fair," based primarily on the company's highly volatile earnings profile. NOVA operates in the commodity chemicals sector, which S&P considers to be highly cyclical, competitive, and prone to price volatility -- all of which have led to large swings in the company's profitability. NOVA also has limited operational diversity, with its Joffre, Alta., facilities contributing the majority of segment-level earnings. These factors detract from the company's structurally advantaged cost position as a North American petrochemical producer. "We assess NOVA's financial risk profile as "intermediate." Although current financials are numerically stronger than those defined in our criteria for the intermediate category, our analysis factors in the potential for credit metrics to deteriorate meaningfully at the next cyclical trough. In addition, we believe it is difficult to gauge the financial policy that the company's owner, International Petroleum Investment Co., plans to pursue over the next several years," S&P said. RATINGS LIST NOVA Chemicals Corp. Corporate credit rating BB+/Stable/-- Rating Assigned Senior unsecured US$500 million notes due 2025 BB+ Recovery rating 3 ORANGE REGIONAL: Fitch Affirms 'BB+' Rating on $248MM 2008 Bonds ---------------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' rating on approximately $248 million of series 2008 bonds issued by the Dormitory Authority of the State of New York on behalf of Orange Regional Medical Center (ORMC). The Rating Outlook is Stable. SECURITY The bonds are secured by a gross receipts pledge and a mortgage. Further security is provided by a debt service reserve fund. KEY RATING DRIVERS IMPROVING OPERATIONS: ORMC's operating EBITDA margin of 11.5% through the nine-month interim period (ended Sept. 30, 2014) was improved from 8.7% in fiscal 2013, and was above Fitch's 'below investment grade' (BIG) median of 7.3%. ORMC's operating improvement is attributed to cost cutting initiatives, which included sizable reductions in force, as well as the addition of key specialty service lines. ORMC is budgeting to have an 11.1% operating EBITDA margin in fiscal 2014, which Fitch views as feasible given ORMC's strong interim performance. WEAK LIQUIDITY: ORMC's liquidity in relation to debt remained weak with 30.7% cash to debt and 3.6x cushion ratio at Sept. 30, 2014, both of which are below Fitch's medians of 55.7% and 5.3x, respectively. Days cash on hand (DCOH) of 79.9 at Sept. 30 was in line with the median. ELEVATED DEBT BURDEN: ORMC's debt burden remains high as evidenced by maximum annual debt service (MADS) at 5.7% of revenues in the interim period, comparing unfavorably to Fitch's 'BIG' median of 4%. MADS coverage by EBITDA was 2.2x, slightly above Fitch's median of 1.8x. SIGNIFICANT CAPITAL PLANS: ORMC is expecting to file a Certificate of Need (CON) application for the construction of a medical office building (MOB) adjacent to the main hospital facility. If approved, the project would be funded in part by the issuance of debt estimated in the range of $65 million-$70 million. Fitch will evaluate the full impact of the project at the time of the debt issuance, which is expected no earlier than the second quarter of 2015. RATING SENSITIVITIES MAINTENANCE OF CURRENT OPERATIONS: Fitch expects ORMC to meet their fiscal 2014 operating budget and to continue producing solid operating cash flow going forward. However, ORMC has little room for any profitability compression at the current rating level given its weak liquidity and heavy debt burden. ADDITIONAL DEBT: Given ORMC's current high leverage position and weak liquidity metrics, issuance of additional debt may lead to negative rating pressure as it would further stress ORMC's balance sheet. CREDIT PROFILE ORMC operates a new 383 licensed bed facility, located in Middletown, NY, approximately 65 miles northwest of New York City. The new hospital replaced two previous facilities in Goshen and Middletown, which have since been closed. ORMC's parent is the Greater Hudson Valley Health System (GHVHS), also the parent of two-campus Catskill Regional Medical Center, which ORMC manages. Total revenue in fiscal 2013 (Dec. 31 year end) was $354.2 million. There is no audit of GHVHS and Fitch's analysis is based solely on ORMC. IMPROVING OPERATIONS ORMC is beginning to realize efficiencies from the consolidation of its two previous facilities into the new hospital campus, its cost cutting and supply chain initiatives and the addition of new specialty service lines to their continuum of care, as evidenced by improved operations through the 2014 interim period. ORMC's $1 million in income from operations through the interim period equated to an 11.5% operating EBITDA margin, improved from fiscal 2013 year-end result, and above Fitch's 'BIG' median of 7.3%. ORMC is budgeting to end fiscal 2014 with an 11.1% operating EBITDA margin and to achieve an 11.4% operating EBITDA margin in fiscal 2015, which Fitch thinks is achievable. As part of its physician alignment strategy, ORMC has developed strong relationships with the three major physician groups in its service area and is expecting to increase its employed physician network, currently consisting of 38 clinicians, by 60 physicians, to a total of 98, over the next five years. In addition, ORMC has invested in a number of specialty service lines, including a hand injury program, a pediatric emergency department and cardiac catheterization services in an effort to stem outmigration. Fitch believes that ORMC physician alignment and growth strategies will be accretive to the organization in the medium to long term. WEAK LIQUIDITY ORMC's $76.5 million in unrestricted cash and investments at Sept. 30, 2014, coupled with an elevated debt position resulted in a weak 30.7% cash to debt and 3.6x cushion ratio, both of which were below Fitch's 'BIG' medians, but were slightly improved from 27.6% and 3.2x at fiscal 2013 year-end. DCOH of 78.2 at Sept. 30, 2014 was slightly above Fitch's median of 74.8 days and 74.4 days at 2013 year-end. ORMC is still in the formal budgeting process for fiscal 2015, however they have forecasted an improved 83.5 DCOH, 34.3% cash to debt and a 3.8x cushion ratio for the year. Fitch notes that the forecast does not include any impact from the proposed additional debt issuance. ELEVATED DEBT BURDEN AND ADDITIONAL CAPITAL PLANS ORMC's current MADS of $21.5 million equated to 6.1% of total annualized revenues in fiscal 2013 and to 5.7% through the interim period, both of which compared unfavorably to Fitch's median of 4%. Stronger operating performance through the interim period resulted in MADS coverage of 2.2x through the period, in line with Fitch's median. ORMC is budgeting to end fiscal 2014 with a 2.1x MADS coverage. ORMC currently leases an off-campus MOB space which houses its outpatient services, physician practice and cancer center. Lease payments are expected to increase significantly after 2018, and would result in an estimated $27 million MADS figure for ORMC by 2030. In order to reduce its exposure to future operating lease increases ORMC is expecting to file a CON application in October 2014 for the construction of an on-campus MOB. The proposed construction project will include a five-story MOB with four operating rooms, three procedure rooms, three physician office floors and outpatient facilities, as well as the renovation and expansion of current hospital facilities to accommodate a cancer center. The majority of the funding for this project is anticipated to come from the issuance of debt in the range of $65 million-$70 million with preliminary estimate of pro forma MADS at approximately $25 million after 2018, resulting in cost savings from the elimination of lease expense increases. The new MOB would allow for improved physician alignment efficiencies, clinical integration and operational synergies. Fitch notes that while it views ORMC's physician alignment and overall outpatient strategies positively, the proposed issuance would have a negative impact on ORMC's already highly leveraged balance sheet. DEBT PROFILE All of ORMC's outstanding debt is fixed rate. PANTECH CO: Asks for U.S. Recognition of Korean Bankruptcy ---------------------------------------------------------- Joonwoo Lee, the rehabilitation custodian for Pantech Co., is asking the Bankruptcy Court in Atlanta, Georgia, to enter an order recognizing as "foreign main proceeding" the bankruptcy proceedings of the South Korean mobile-phone maker that's currently pending in Korea. According to Mr. Lee, Pantech's latest financial difficulty was caused by a drop in sales due to intensifying competition among mobile device manufacturers and market saturation in mobile device sales since 2012. In addition, Pantech experienced a dramatic drop in domestic sales because the Korea Communications Commission imposed a suspension on Pantech's customers, the mobile network carriers, in March 2014. The suspension adversely affected Pantech and produced a significant strain on cash flow. In the middle of its March, 2014 workout, Pantech found it difficult to repay liabilities to contractors in the repayment period. This setback led Pantech to seek judicially-supervised Rehabilitation. On Aug. 12, 2014, Pantech filed an application for rehabilitation procedures under Article 34 paragraph (1) of Debtor Rehabilitation and Bankruptcy Act. The Seoul Central District Court, Third Bankruptcy Division, issued a decision sending Pantech into court receivership, stating that it found no grounds for turning down Pantech's application filed for commencing rehabilitation procedures under Article 42 subparagraphs of the Rehabilitation Act. If the Korea Proceeding is recognized as a "foreign main proceeding," Pantech will receive the benefits of U.S. bankruptcy law, including the automatic stay that halts lawsuits in the U.S. and prevents creditors from seizing assets. Pending recognition by the U.S. judge, Pantech wants the U.S. Court to enter a temporary restraining order and a preliminary injunction to obtain an interim stay of pending actions against the Company. There are currently 15 actions pending against the Debtor in the United States in which there are near-approaching court appearances and deadlines. Pantech wants a stay of all legal actions involving it or its assets including without limitation, the assets of Pantech Wireless, Inc., a wholly-owned U.S. subsidiary. Attorney for the Custodian, Alan A. Wright, Esq., at H.C. Park & Associates, PLC, explains that the Debtor's continued participation in these lawsuits during the short time before the Court rules on this Petition would divert resources away from the administration of the Korea Proceeding. About Pantech Founded in 1991, Pantech Co. is a Korean manufacturer and seller of mobile devices. Major shareholders include Qualcomm (11.96%), Korea Development Bank (11.81%), and Samsung Electronics Co., Ltd (10.03%). Pantech filed for court receivership in Seoul, Korea in August 2014 after its latest flagship smartphone failed to take off. The Seoul Court set Nov. 7, 2014 as the date of the first meeting of persons concerned. The company filed for Chapter 15 bankruptcy protection at the U.S. Bankruptcy Court in Atlanta (Bankr. N.D. Ga. Case No.: 14-70482) on Oct. 16, 2014. Joonwoo Lee, the Seoul-court appointed custodian, serving as foreign representative in the U.S. case, is represented by attorneys at Jacobs Legal, LLC, and H.C. Park & Associates. The Debtor is estimated to have assets and debt ranging from $100 million to $500 million. PETTERS COMPANY: Trustee Taps Kobre & Kim as Special Counsel ------------------------------------------------------------ Douglas A. Kelley, the chapter 11 trustee in the bankruptcy case of Petters Company, Inc., et al., seeks to employ Kobre & Kim LLP as his special counsel. As special counsel, the firm is expected to advise the Chapter 11 trustee on the areas of potential claims against international initial and subsequent transferees of avoidable transfers; judgment enforcement and asset recovery under foreign law with respect to international initial and subsequent transferees; and international insolvency law. The Firm's standard rates are: Professional Hourly Rates ------------ ------------ Attorneys $560 to $825 Financial Analysts $375 Paralegals $185 Michael S. Kim, co-founder of the Firm, assures the Court that his Firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: KOBE & KIM LLP Michael S. Kim 800 Third Avenue New York, New York 10022 Tel: + 1 212 488 1201 E-mail: Michael.kim@kobrekim,com About Petters Company, Inc. Based in Minnetonka, Minn., Petters Group Worldwide LLC is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Founder and chairman Tom Petters formed the company in 1988. Petters Company, Inc., is the financing and capital-raising unit of Petters Group Worldwide. Thomas Petters, the founder and former CEO of Petters Group, has been indicted and a criminal proceeding against him is proceeding in the U.S. District Court for the District of Minnesota. Petters Company, Petters Group Worldwide and eight other affiliates filed separate petitions for Chapter 11 protection (Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008. In its petition, Petters Company estimated its debts at $500 million and $1 billion. Parent Petters Group Worldwide estimated its debts at not more than $50,000. Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly appointed Chapter 11 Trustee of Petters Company, Inc., et al. The trustee tapped Haynes and Boone, LLP as special counsel, and Martin J. McKinley as his financial advisor. Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc., filed separate petitions for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on Oct. 6, 2008. Petters Aviation is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun Country's parent company. PETTERS COMPANY: Trustee Taps Gaffney, Gallagher as Investigator ---------------------------------------------------------------- Douglas A. Kelley, as the chapter 11 trustee in the bankruptcy case of Petters Company, Inc., et al., seeks to employ Gaffney, Gallagher & Phillip as investigator to the Trustee in connection with his efforts to collect on certain judgments he has obtained and judgments he expects to obtain, as well as any other investigatory, asset tracing and asset recovery needs he may have in connection with these cases. The Firm's standard rates are: Name Hourly Rate ---- ------------ Principals $400 Investigators for surveillance, investigation, interviews and report writing $200 to $350 Analysts $200 Ross Gaffney, owner of the Firm, assures the Court that his Firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Petters Company, Inc. Based in Minnetonka, Minn., Petters Group Worldwide LLC is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Founder and chairman Tom Petters formed the company in 1988. Petters Company, Inc., is the financing and capital-raising unit of Petters Group Worldwide. Thomas Petters, the founder and former CEO of Petters Group, has been indicted and a criminal proceeding against him is proceeding in the U.S. District Court for the District of Minnesota. Petters Company, Petters Group Worldwide and eight other affiliates filed separate petitions for Chapter 11 protection (Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008. In its petition, Petters Company estimated its debts at $500 million and $1 billion. Parent Petters Group Worldwide estimated its debts at not more than $50,000. Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly appointed Chapter 11 Trustee of Petters Company, Inc., et al. The trustee tapped Haynes and Boone, LLP as special counsel, and Martin J. McKinley as his financial advisor. Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc., filed separate petitions for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on Oct. 6, 2008. Petters Aviation is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun Country's parent company. PRIME TIME: To Sell Assets to Prime Time Acquisition for $8.15MM ---------------------------------------------------------------- Prime Time International Company asks the Bankruptcy Court for the approval of the sale of all or substantially all of the assets to Prime Time International Acquisition. After the petition date, the Debtors engaged their professionals to begin developing the framework of a plan of reorganization, including a market exploration process which will serve as a foundation for the Debtors' exit plan. The Debtors have long terms loans with Chase in the original principal amount of $3,500,000. As of the petition date, the principal obligation is peg at not less than $3,492,479.94 and as of September 30, 2014, the outstanding loan is $3,291,115.28. Beginning in March, 2014, the Debtors embarked on a comprehensive restructuring effort, including exploring various strategic alternatives, such as a transaction involving a sale of all of the Debtors' assets or equity. Beginning in June 2014, the Debtors contacted teasers, made confidentiality agreement with several parties but there were only seven that submitted their letter of intent. The Debtors and Prime Time International Acquisition engaged in an extensive negotiation for the acquisition of the assets and, thereafter, both parties are able and willing to pursue the sale of assets. The purchase price shall not exceed $8,150,000. The Debtors believe that the Sale will provide the best means to maximize value for all of their constituents. Prime Time International Company is represented by: David D. Cleary, Esq. GREENBERG TRAURIG, LLP 2375 East Camelback Road, Suite 700 Phoenix, AZ 85016 Telephone: 602-445-8000 Facsimile: 602-445-8100 E-mail: clearyd@gtlaw.com About Prime Time International Prime Time International Company, formerly known as Single Stick Inc., manufactures and distributes cigarettes and little cigars. PTIC has two wholly-owned subsidiaries: USA Tobacco Distributing, Inc., which distributes PTIC's products, and 21st Century Brands, LLC, which distributes non-tobacco consumer products. The Company was incorporated in 1993 under the laws of the State of Arizona for the purpose of manufacturing and distributing a wide variety of cigarettes and little cigars. Annual sales are $40 million and the company's products are in 100,000 convenience stores in North America. The company has direct accounts with each of the top 25 largest convenience store distributors in the United States. Prime Time and its two subsidiaries sought Chapter 11 bankruptcy protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on March 15, 2014. The Debtors have tapped Greenberg Traurig as attorneys, Odyssey Capital Group, LLC, as financial advisors, and Schian Walker, P.L.C., as conflicts counsel. The Debtors disclosed $26.78 million in total assets and $23.37 million in total liabilities as of Jan. 31, 2014. PROSPECT SQUARE 07: Seeks Approval of Settlement With MSCI ---------------------------------------------------------- Prospect Square 07 and its affiliated debtors seek approval of a settlement agreement concluded between them and MSCI 2007-IQ16 Retail 9654. On October 10, 2007, the Debtors entered into a lending agreement with RBC for the amount of $12,900,000. In late 2007, the note was assigned to LaSalle Bank and on October 24, 2011, Bank of America, as successor of LaSalle Bank, assigned the note to U.S. Bank. On February 20, 2013, US Bank assigned the note to MSCI and on March 12, 2014, MSCI filed proof of claim asserting a secured claim in the amount of $18,768,462.69. In order to resolve contending matters between MSCI and the Debtors, the parties entered into a settlement agreement on September 30, 2014. The parties, likewise, entered into an agreement of purchase and sale of real property on the same date. In the settlement agreement, MSCI agreed to a discounted payoff which, among others, includes all unpaid principal in the amount of $12,418,135.53. It also includes several forbearance provisions and the Debtors shall pay to MSCI $29,002 on account of accruing real estate taxes and $1,426 on account of insurance premiums as adequate protection payments in the bankruptcy case. The parties believe that settlement agreement represents a global and reasonable resolution of the issues that are involved in both the adversary and contested matters. Prospect Square 7 is represented by: Lee M. Kuther, Esq. Leigh A. Flanagan, Esq. KUTNER BRINEN GARBER, P.C. 1660 Lincoln Street, Suite 1850 Denver, CO 80264 Telephone: (303) 832-2400 Telecopy: (303) 832-1510 E-mail: lnk@kutnerlaw.com laf@kutnerlaw.com About Prospect Square Prospect Square 07 A, LLC, and related entities sought Chapter 11 bankruptcy protection from creditors (Bankr. D. Colo. Lead Case No. 14-10896) in Denver on Jan. 29, 2014. Prospect Square 07 A is a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B) with principal assets located at 9690 Colerain Avenue, Cincinnati, Ohio. The Debtor listed $16 million in assets and more than $12 million in liabilities. Lee M. Kutner, Esq., at Kutner Brinen Garber, P.C., in Denver, serves as the Debtors' counsel. Lender MSCI 2007-IQ16 Retail 9654, LLC, is represented by James T. Markus, Esq., and Jeffery O. McAnallen, Esq., at Markus Williams Young & Zimmermann LLC. The U.S. Trustee for Region 19 said that no committee of unsecured creditors for the case was formed since there were too few creditors who are willing to serve on the committee. PVA APARTMENTS: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: PVA Apartments, LLC 343 Ridge Avenue Oakland, CA 94591 Case No.: 14-44224 Chapter 11 Petition Date: October 18, 2014 Court: United States Bankruptcy Court Northern District of California (Oakland) Judge: Hon. Roger L. Efremsky Debtor's Counsel: Sydney Jay Hall, Esq. LAW OFFICES OF SYDNEY JAY HALL 1308 Bayshore Hwy. #220 Burlingame, CA 94010 Tel: (650) 342-1830 Email: sydneyhalllawoffice@yahoo.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Eric Terrell, shareholder. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. SAINT FRANCIS' HOSPITAL: To Remain Open, Financial Advisor Says --------------------------------------------------------------- Saint Francis' Hospital Poughkeepsie will remain open, ABL Advisor reports, citing Deloitte Corporate Finance LLC managing director Simon Gisby. "It has been a pleasure to work with the management team at St. Francis on this transaction with Westchester Medical Center. We are delighted that St. Francis will remain open and look forward to seeing it continue to serve the community," Mr. Gisby said. DCF acted as exclusive financial advisor to the Debtor in its Section 363 sale to Westchester Medical Center, an advanced medical care and referral hospital located in Valhalla. The sale to Westchester Medical Center was approved by the U.S. Bankruptcy Court for the Southern District of New York in February 2014. The acquisition closed in May 2014. "DCF's efforts in providing us the necessary market insight and deal advice were critical to the completion of this transaction," said Art Nizza, the Debtor's CEO. About St. Francis' Hospital St. Francis' Hospital, Poughkeepsie, New York, and its four affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013. The case is assigned to Judge Cecelia G. Morris. The Debtors' counsel is Christopher M. Desiderio, Esq., at Nixon Peabody LLP, in New York. ROSETTA GENOMICS: Three More Items Added on Meeting Agenda ---------------------------------------------------------- Rosetta Genomics previously announced that an annual general meeting of the Company's shareholders will be held at the offices of the Company at 10 Plaut St., Rehovot, Israel on Nov. 5, 2014, at 10:00 am (ET). In the original Notice, the Company listed eight items on the agenda. According to the Companies Law, one or more shareholders who hold at least 1% of the voting rights in the General Meeting may request that the Board of Directors include a subject matter on the agenda of a General Meeting. Pursuant to such a request made by Messrs. Israel Makov, who allegedly owns 1.69 % and Nachum (Homi) Shamir, who allegedly owns 1.67% of the Company's outstanding share capital, the following items have been added to the agenda: 9. Providing there are available vacancies on the Company's Board of Directors, according to Article 38 of the Company's Articles of Association, election of Mr. Nachum (Homi) Shamir to serve as a Class II director of the Company for a 1 year term commencing on the date of his election at the Annual Meeting and until the Annual General Meeting of the Company's shareholders to be held in 2015 in accordance with the Company's Articles of Association; and 10. Providing there are available vacancies on the Company's Board of Directors, according to Article 38 of the Company's Articles of Association, election of Mr. Doron Birger to serve as a Class I director of the Company for a 3 year term commencing on the date of his election at the Annual Meeting and until the Annual General Meeting of the Company's shareholders to be held in 2017 in accordance with the Company's Articles of Association; and 11. Providing there are available vacancies on the Company's Board of Directors, according to Article 38 of the Company's Articles of Association, election of Mr. Ori Hershkovitz to serve as a Class III director of the Company for a 2 year term commencing on the date of his election at the Annual Meeting and until the Annual General Meeting of the Company's shareholders to be held in 2016 in accordance with the Company's Articles of Association. A copy of the Supplement Proxy Statement is available at: http://is.gd/XP0YPK 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. Rosetta Genomics Ltd. reported a net loss after discontinued operations of $7.18 million on $554,000 of revenues for the six months ended June 30, 2014, compared to a net loss after discontinued operations of $6.29 million on $193,000 of revenues for the same period a year ago. The Company's balance sheet at June 30, 2014, showed $21.67 million in total assets, $1.79 million in total liabilities and $19.87 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. XZERES CORP: Incurs $3 Million Net Loss in Second Quarter --------------------------------------------------------- Xzeres Corp. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $3.04 million on $654,786 of gross revenues for the three months ended Aug. 31, 2014, compared to a net loss of $1.94 million on $1.01 million of gross revenues for the three months ended Aug. 31, 2013. For the six months ended Aug. 31, 2014, the Company reported a net loss of $6.09 million on $1.15 million of gross revenues compared to a net loss of $3.56 million on $1.14 million of gross revenues for the same period a year ago. The Company's balance sheet at Aug. 31, 2014, showed $11.50 million in total assets, $18.37 million in total liabilities and a $6.86 million total stockholders' deficit. "We have incurred losses since inception, and have not yet received sufficient revenues from sales of products or services to reach profitability. These factors create substantial doubt about our ability to continue as a going concern," the Company stated in the Report. A copy of the Form 10-Q is available for free at: http://is.gd/eaoNFf About XZERES Corp. Headquartered in Wilsonville, Oregon, XZERES Corp. designs, develops, and markets distributed generation, wind power systems for the small wind (2.5kW-100kW) market as well as power management solutions. XZERES reported a net loss of $9.49 million for the year ended Feb. 28, 2014, as compared with a net loss of $7.59 million for the year ended Feb. 28, 2013. Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2014. The independent auditors noted that the Company has incurred losses from operations, has negative working capital, and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company's ability to continue as a going concern. SANDORD AND SON: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Sandord and Son 3900 Ford Road, Unit 4A Philadelphia, PA 19131 Case No.: 14-18330 Chapter 11 Petition Date: October 17, 2014 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Jean K. FitzSimon Debtor's Counsel: John M. Keating, Esq. LAW OFFICE OF JOHN M. KEATING 9 Dogwood Ave. Glassboro, NJ 08028 Tel: 267 702 5428 Email: john@jkeatinglaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The Debtor did not file a list of its largest unsecured creditors when it filed the petition. SEARS HOLDINGS: Sears Canada Files Form F-10 Prospectus ------------------------------------------------------- Sears Holdings Corporation announced that Sears Canada Inc. has filed a Registration Statement on Form F-10 with the U.S. Securities and Exchange Commission in connection with Sears Holdings' previously announced rights offering of up to 40,000,000 common shares of Sears Canada. The Registration Statement is automatically effective as of Oct. 15, 2014. Under the terms of the rights offering, Sears Holdings is distributing to its stockholders, at no charge, one transferable subscription right for every share of Sears Holdings common stock held of record as of 5:00 p.m., New York City time, on Oct. 16, 2014, the previously announced record date. Each subscription right entitles the holder thereof to purchase 0.375643 of a common share of Sears Canada for each share of Sears Holdings common stock owned as of the record date at a purchase price of U.S.$9.50 per share. In addition to being able to purchase their pro rata portion of the shares offered based on their ownership as of the record date for the rights offering, stockholders may oversubscribe for additional Sears Canada common shares as described in the Registration Statement. The subscription rights are listed on the NASDAQ Global Select Market under the symbol "SHLDR." Unless the rights offering is extended, trading of the subscription rights on the NASDAQ Global Select Market will stop at the close of business on Nov. 4, 2014. As soon as practicable after Oct. 16, 2014, the record date for the rights offering, Sears Holdings will distribute subscription rights certificates to individuals who owned Sears Holdings common stock at 5:00 p.m., New York City time, on Oct. 16, 2014. The rights offering will expire at 5:00 p.m., New York City time, on Nov. 7, 2014, unless extended. The rights offering will be made only by means of a prospectus filed with the OSC and the SEC. The prospectus, including any supplements or amendments thereto, contains important information about the rights offering and Sears Canada, and holders of subscription rights are urged to read the prospectus carefully. Questions about the rights offering or requests for additional copies of the rights offering documents may be directed to Georgeson Inc., Sears Holdings' information agent for the rights offering, by calling (866) 741-9588 (toll-free) or emailing SearsCanadaOffer@georgeson.com. 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 METHODIST: Texas Tech Objects to Asset Sale ------------------------------------------------- Texas Tech objected to the motion of Sears Methodist Retirement System Inc. for orders, which among others, seek approval of the sale of all or substantially all of the Debtor's properties. On August 1, 1999, the Debtor entered into a lease between Texas Tech for the real property on which the Garrison facility is located. The lease agreement includes the right of first refusal in favor of Texas Tech. On September 18, 2014, the Debtor filed the sale motion, which was heard on October 3, 2014. The Sale motion identifies Knight Health Holdings as the stalking horse bidder and the proposed sale will have a purchase price of $6,240,000. Texas Tech does not, however, object to the motion but it only wishes to assert its right of first refusal as stipulated under the lease agreement. Texas Tech University is represented by: GREG ABBOTT Attorney General of Texas DANIEL T. HODGE First Assistant Attorney General JOHN B. SCOTT Deputy Attorney General for Civil Litigation RONALD R. DEL VENTO Assistant Attorney General Chief, Bankruptcy & Collections, Division J. CASEY ROY Texas State Bar No. 00791578 Assistant Attorney General Bankruptcy & Collections Division P. O. Box 12548 Austin, TX 78711-2548 Tel: (512) 463-2173 Fax: (512) 936-1409 E-mail: casey.roy@texasattorneygeneral.gov Sears Methodist Retirement is represented by: Vincent P. Slusher, Esq. Andrew Zollinger, Esq. DLA PIPER LLP (US) 1717 Main Street, Suite 4600 Dallas, TX 75201-4629 Telephone: (214) 743-4500 Facsimile: (214) 743-4545 E-mail: vincent.slusher@dlapiper.com andrew.zollinger@dlapiper.com - and - Thomas R. Califano, Esq. DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020-1104 Telephone: (212) 335-4500 Facsimile: (212) 335-4501 E-mail: thomas.califano@dlapiper.com About Sears Methodist As a leading Texas senior living icon established on Christian principles, Sears Methodist Retirement System Inc. provides secure, rewarding, and luxurious residency to seniors. The system includes: (i) eight senior living communities located in Abilene, Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans homes located in El Paso, McAllen and Big Spring, Texas, managed by Senior Dimensions, Inc., pursuant to contracts between SDI and the Veterans Land Board of Texas; and (iii) Texas Senior Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA") and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as applicable, management and insurance services to the System. Sears Methodist Senior Housing, LLC, is the general partner of, and controls .01% of the interests in, Canyons Senior Living, L.P. ("CSL"). Sears Methodist and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14- 32821) on June 10, 2014. The cases are assigned to Judge Stacey G. Jernigan. The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob S. Frumkin, Esq., at DLA Piper LLP (US), in New York. The Debtors' financial advisor is Alvarez & Marsal Healthcare Industry Group, LLC, while the Debtors' investment banker is Cain Brothers & Company, LLC. The Debtors' notice, claims and solicitation agent is GCG Inc. The Debtors have sought and obtained an order authorizing joint administration of their Chapter 11 cases. The U.S. Trustee has appointed five members to the Official Committee of Unsecured Creditors. The Committee is represented by Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at Greenberg Traurig, LLP, in Dallas, Texas. SHOTWELL LANDFILL: LSCG Fund Files 3rd Amended Liquidation Plan --------------------------------------------------------------- LSCG Fund 18, LLC, a secured creditor and party-in-interest, filed its Third Amended Consolidated Chapter 11 Plan of Liquidation for Debtors Shotwell Landfill, Inc., and the affiliated debtors. LSCG Fund submits that the Debtors' creditors, including LSCG Fund, are best served if Shotwell's landfill located in Wendell, North Carolina, and all of the Affiliated Debtors' property other than the collateral of Ford Motor Credit Company, LLC are managed, marketed, and liquidated. The Plan classifies these Claims and Interests against the Debtors: * Class I - Administrative Expense Claims; * Class II - Tax Claims; * Class III - Secured Claim of LSCG; * Class IV - Caterpillar Financial Services Corporation Secured Claim; * Class V - Ford Motor Credit Company LLC Secured Claim; * Class VI - Caterpillar Financial Commercial Account Corporation Secured Claim; * Class VII - TT&E Iron & Metal, Inc. Secured Claim; * Class VIII - North State Bank Secured Claim; * Class IX - Small Unsecured Claims; * Class X - General Unsecured Claims; and * Class XI - Equity Holders. According to the Third Amended Plan, filed on October 7, 2014, on the Confirmation Date, the principals of the Affiliated Debtors (including, but not necessarily limited to, David W. King, Jr.) will be removed as officers and principals of the Affiliated Debtors as well as from the conduct of the day-to-day operation of the Landfill, except that the appointed Corporate Restructuring Officer Doug Gurkins or any successor will continue to manage the Property and operate the Landfill pending its liquidation. A Liquidation Trustee will be immediately appointed to market and liquidate the Property. After the Confirmation Date, the CRO will have complete control over the debtor-in-possession bank accounts, and the principals of the Affiliated Debtors will have no access to those bank accounts. The Liquidation Trustee will be John A. Northen. Subject to approval by the Bankruptcy Administrator and LSCG after consultation with the CRO, the Liquidation Trustee will employ additional appropriate professional or professionals to operate the Landfill pending its liquidation. Within six months of the Confirmation Date, the Liquidation Trustee will conduct an auction of the Property, including the Landfill. The Plan will not prejudice any party with regard to any issue involving the sale of the Debtors' Property, including the allocation of the proposed purchase price among the Property being purchased. Transfer of the Property pursuant to the Plan to a third-party purchaser will be exempt from stamp or transfer tax pursuant to Section 1146 of the Bankruptcy Code. As of the Confirmation Date, all causes of action that are property of the Debtors' estates, if any, will be vested in LSCG, and decisions concerning whether to prosecute such causes of action shall be determined by LSCG. As of the Confirmation Date, the Property vests in the Liquidation Trustee until sold pursuant to the Plan. Should the Court confirm the Plan, LSCG will place $2.7 million in an escrow account approved by the Committee and Bankruptcy Administrator. The $2.7 million will be escrowed in the Escrow Account within three business days after the Confirmation Date. Assuming that the Claim of Waste Industries is allowed in full and the Claim of James M. Barnes is allowed in the amount at which it has been estimated by the Court ($350,000), the $2.7 million is sufficient to purchase (I) all Allowed Unsecured Claims, (II) all Allowed Secured Claims, and (III) all Allowed Tax Claims. Using funds in the Escrow Account, LSCG will purchase all Allowed Unsecured Claims, all Allowed Secured Claims other than that of Ford Motor Credit Company, LLC, and all Allowed Tax Claims within 30 days of the Confirmation Date by paying all the Allowed Claims in full. If a Claim is not an Allowed Claim on the date on which LSCG purchases Allowed Claims, then LSCG will purchase the Claim within 15 days of the date on which the Claim becomes an Allowed Claim. The Allowed Claims purchased by LSCG will then be paid from the proceeds of the sale of the Debtors' Property on the Effective Date. The Plan further provides that the owners of the Debtors are David A. Cook and David W. King, Jr. (the "Equity Security Holders"). The Equity Security Holders will receive a distribution only after all other costs of administration and all Allowed Secured Claims, Allowed Administrative Expense and Tax Claims, and Allowed General Unsecured Claims are paid in full. A Status Conference relating to the Plan was held October 16, 2014. A copy of the Third Amended Plan is available for free at: http://bankrupt.com/misc/SHOTWELLLANDFILL_3rdAmendedPlan.pdf LSCG Fund Files Plan Supplement LSCG Fund also filed with the Court its brief and memorandum of law in support of confirmation of its own Plan against confirmation of the Chapter 11 Plan of the Debtors. The Debtors' Consolidated Plan cannot be confirmed because it fails to meet the requirements of Section 1129(a) of the Bankruptcy Code, LSCG Fund tells the Court. LSCG Fund explains that the Consolidated Plan improperly classifies LSCG's potential unsecured claim in Class 9, separate from Class 11, which includes general unsecured claims. "The Debtors do not provide any legitimate basis for differentiating LSCG's potential unsecured claim from other allowed general unsecured claims," Thomas W. Waldrep, Jr., Esq., at Womble Carlyle Sandridge & Rice, LLP, in Winston-Salem, North Carolina -- TWaldrep@wcsr.com -- contends. "The only logical reason is gerrymandering, which is impermissible," he adds. Mr. Waldrep also argues, among other things, that although the LSCG Joint Plan is a liquidation plan, it is swift and feasible and preferable to the Consolidated Plan. He explains that within 30 days of confirmation, LSCG Fund will purchase secured claims and pay them in full (except Ford, which wants to be paid over time), and LSCG will pay all unsecured claims and tax claims in full. He adds that the LSCG Joint Plan guarantees 100% payment to all other creditors, taking the full risk of the auction on itself. A copy of LSCG Fund's supplement is available for free at: http://bankrupt.com/misc/SHOTWELLLANDFILL_LSCG_PlanSupp.pdf About Shotwell Landfill, Inc. Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in Wilson on April 19, 2013. Blake P. Barnard, Esq., William P. Janvier, Esq., and Samantha Y. Moore, Esq., at the Janvier Law Firm, PLLC, in Raleigh, N.C., represent the Debtor as counsel. William W. Pollock, Esq., at Ragsdale Liggett PLLC, in Raleigh, N.C., represents the Debtor as special counsel. The Debtor, in its amended schedules, disclosed $23,235,236 in assets and $10,049,020 in liabilities. Shotwell Landfill appointed Doug Gurkins as restructuring officer. * * * Judge Stephani W. Humrickhouse has terminated the exclusivity period within which the affiliate debtors of Shotwell Landfill Inc., may file a chapter 11 plan and disclosure statement. On August 25, 2014, secured creditor LSCG Fund 18, LLC, filed with the Bankruptcy Court a Second Amended Consolidated Chapter 11 Plan of Liquidation for Shotwell Landfill et al. The Plan states that the Debtors' creditors are best served if the landfill located at 4724 Smithfield Road, Wendell, North Carolina 27591, and all of the Debtors' property are managed, marketed, and liquidated. Within six months of the confirmation date (or at a later time as a liquidation trustee will determine only after consultation and approval by LSCG and the Unsecured Creditors' Committee), the Liquidation Trustee will conduct an auction of the property, including the Landfill. SHOTWELL LANDFILL: Files Supplement to Reorganization Plan ---------------------------------------------------------- Shotwell Landfill, Inc., and the Affiliated Debtors filed with the United States Bankruptcy Court for the Eastern District of North Carolina their initial brief in support of confirmation of the Debtors' Plan, filed February 3, 2014. The Debtors argue that their Plan is feasible. The Debtors note that their Plan proposes to pay all creditors in full, with interest, over time, through continued operations. They add that their Plan also proposes that existing equity interests will remain in place, and keeps Doug Gurkins, the Court Restructuring Officer, in control of the Debtors' finances. In short, the Debtors point out, their Plan is safe, it is fair, and it either pays everyone in full or leaves their rights unaltered. "Stated another way: it does exactly what Chapter 11 is meant to do," William P. Janvier, Esq., at Janvier Law Firm, PLLC, in Raleigh, North Carolina, tells the Court. Mr. Janvier relates that to date, LSCG Fund 18, LLC has filed seven plans and seven disclosure statements, the most recent of which was filed on October 7, 2014. He contends that no disclosure statement accompanied the LSCG Plan, no witnesses were asked about the LSCG Plan, no evidence has been presented as to the LSCG Plan, and the Debtors have not been given an opportunity to call or question any witnesses about the LSCG Plan. To the extent LSCG intends to argue that the Disclosure Statement filed July 18, 2014, relates to their most recent Plan, that Disclosure Statement is inadequate, Mr. Janvier contends. He asserts that the most significant inadequacies are: (1) The Disclosure Statement fails to describe the LSCG Plan. The LSCG Plan describes a completely different plan, which has since been amended twice. While it still calls for liquidation, the current LSCG Plan is very different than the plan presented in the Disclosure Statement. Among other things: * the new plan calls for the deposit of $2.7 Million on confirmation into an escrow account; * the new plan calls for the purchase by LSCG of nearly all claims; and * the new plan proposes to keep the CRO in place; and (2) The Disclosure Statement fails to show whether the $2.7 Million is available for deposit (or whether LSCG will need to borrow the funds), fails to disclose whether the various creditors have agreed to have their debt purchased as required by the LSCG Plan, and fails to disclose whether or not the CRO has agreed to remain in place under the LSCG Plan. A copy of the Debtors' plan supplement is available for free at: http://bankrupt.com/misc/SHOTWELLLANDFILL_Debtors_PlanSupp.pdf About Shotwell Landfill, Inc. Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in Wilson on April 19, 2013. Blake P. Barnard, Esq., William P. Janvier, Esq., and Samantha Y. Moore, Esq., at the Janvier Law Firm, PLLC, in Raleigh, N.C., represent the Debtor as counsel. William W. Pollock, Esq., at Ragsdale Liggett PLLC, in Raleigh, N.C., represents the Debtor as special counsel. The Debtor, in its amended schedules, disclosed $23,235,236 in assets and $10,049,020 in liabilities. Shotwell Landfill appointed Doug Gurkins as restructuring officer. * * * Judge Stephani W. Humrickhouse has terminated the exclusivity period within which the affiliate debtors of Shotwell Landfill Inc., may file a chapter 11 plan and disclosure statement. On August 25, 2014, secured creditor LSCG Fund 18, LLC, filed with the Bankruptcy Court a Second Amended Consolidated Chapter 11 Plan of Liquidation for Shotwell Landfill et al. The Plan states that the Debtors' creditors are best served if the landfill located at 4724 Smithfield Road, Wendell, North Carolina 27591, and all of the Debtors' property are managed, marketed, and liquidated. Within six months of the confirmation date (or at a later time as a liquidation trustee will determine only after consultation and approval by LSCG and the Unsecured Creditors' Committee), the Liquidation Trustee will conduct an auction of the property, including the Landfill. SHREE ARIHANT: Economy Inn Sold for $1.29MM at Foreclosure Auction ------------------------------------------------------------------ Michael Thompson at Richmond BizSense reports that Shree Arihant of Richmond, Inc.'s Economy Inn at 1600 Robin Hood Road was sold to an unidentified buyer at a foreclosure auction for $1.29 million -- a price that includes a 10% premium for the Motleys Asset Disposition Group that conducted the auction. According to the BizSense, the buyer said he was with Habit LLC and that he will renovate the motel and continue operating it. The report says that the incorporation of the LLC and the sale are still being finalized. About Shree Arihant Richmond, Virginia-based Shree Arihant of Richmond, Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 13- 36917) on Dec. 27, 2013, disclosing estimated assets and debts at $1 million to $10 million each, to block foreclosure, but the Bankruptcy Court allowed lender Bank of Hampton Roads to move forward with the auction. The Debtor defaulted on two loans, owing the Lender more than $1.6 million. The Hon. Keith L. Phillips presides over the case. Graham Thornton Jennings, Jr., Esq., at Graham T. Jennings, Jr., P.C., serve as the Debtor's bankruptcy counsel. SRKO FAMILY: Hearing to Consider Plan Approval Is on Oct. 24 ------------------------------------------------------------ Wayne Heilman, Business Reporter at Gazette.com, reports that the Hon. Sidney Brooks of the U.S. Bankruptcy Court for the District of Colorado said that on Oct. 24, 2014, he will decide whether to approve a plan to transfer ownership of SRKO Family Limited Partnership's complex to contractors and other creditors who would complete construction and eventually sell or lease it. As reported by the Troubled Company Reporter on Sept. 9, 2014, the Informal Mechanics Lienholder Committee filed on Aug. 28, 2014, a proposed Second Amended Plan, which calls for the vesting of the Colorado Crossing project (or the unsold portions of Colorado Crossing). The existing limited and general partnership interests in SRKO will be canceled; and reorganized SRKO will be owned by certain classes of creditors of SRKO and the Jannie Richardson bankruptcy estate. About The SRKO Family LP The SRKO Family Limited Partnership, dba Colorado Crossing, is based in Colorado Springs, Colorado. SRKO Family is the owner of the financially troubled Colorado Crossing project. The Company was run by Colorado Springs developer Jannie Richardson. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 10-13186) on Feb. 19, 2010. The Debtor disclosed $34,421,448 in assets and $80,619,854 in liabilities as of the Petition Date. Lee M. Kutner at Kutner Miller Brinen, P.C. represents the Debtor. On March 25, 2010, Jannie Richardson filed a Chapter 11 petition in the Court commencing the Richardson bankruptcy case. C. Randel Lewis was appointed as the Chapter 11 trustee in the Richardson case on Jan. 28, 2011. On March 11, 2011, the Bankruptcy Court entered an order approving a stipulation pursuant to which the Chapter 11 trustee in the affiliated Richardson Chapter 11 case was named as the manager of the Debtor's general partner. Craig A. Christensen, Esq., at Lindquist & Vennum LLP, represents C. Randel Lewis, the Chapter 11 trustee of the Jannie Richardson bankruptcy estate. STANLEY THAW: Non-Bankrupt Spouse's Homestead Can Be Sold --------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the U.S. Court of Appeals in New Orleans ruled in an Oct. 9 opinion that the sale of a non-bankrupt spouse's interest in a homestead is no violation of the Fifth Amendment's Takings Clause, if the home was bought after 2005 amendments to the Bankruptcy Code. According to the report, writing for the three-judge panel, U.S. Circuit Judge Stephen A. Higginson said there was no constitutional violation because the couple bought the home after the 2005 amendments added subsections (o) and (p) to Section 522, capping and in some instances eliminating the exemption. The case is Thaw v. Moser (In re Thaw), 14-40108, U.S. Court of Appeals Fifth Circuit (New Orleans). A full-text copy of the Decision is available at http://is.gd/CuXCBGfrom Leagle.com. STARR PASS: Wants Plan Filing Deadline Moved to December 9 ---------------------------------------------------------- Starr Pass Residential LLC asks the Bankruptcy Court to extend its exclusive periods to file a Chapter 11 plan of reorganization and to solicit acceptances of that plan through December 9, 2014 and February 7, 2015, respectively. The Debtor cites the number of outstanding administrative issues that remain unresolved, such as the pending motion to dismiss and motion to remand filed by the U.S. Bank and, also, due to the 30-day extension given by the Debtor to both the Lender and Receiver Douglas Wilson to file their respective proofs of claim. On August 25, 2014, the Court entered an order establishing a claims bar date of October 9, 2014 but on September 254, 2014, the Debtor entered into a stipulation with the Lender to extend the claims bar date an additional 30 days to allow the Lender to file its proof of claim by November 7, 2014. Moreover, the Debtor stipulated on October 6, 2014, with the Receiver to extend the claims bar date and to allow the Receiver to file its proof of claim by November 7, 2014. Starr Pass Residential is represented by: Jody A. Corrales, Esq. GUST ROSENFELD P.L.C. One South Church Ave., Suite 1900 Tucson, AZ 85701-1627 Telephone: (520) 628-7070 Facsimile: (520) 624-3849 E-mail: jcorrales@gustlaw.com About Starr Pass Residential LLC Starr Pass Residential LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 14-09117) on June 12, 2014. Christopher Ansley signed the petition as authorized officer. Gust Rosenfeld, P.L.C., serves as the Debtor's counsel. The Debtor disclosed total assets of $7.40 million and total liabilities of $145.86 million. The bankruptcy case was reassigned to Judge Eileen W. Hollowell because Judge Brenda Moody Whinery recused herself from hearing any matter on the Chapter 11 proceeding. * * * The U.S. Trustee for Region 14 informed the U.S. Bankruptcy Court for the District of Arizona that it was unable to appoint creditors form the Official Committee of Unsecured Creditors for the Chapter 11 case of Starr Pass Residential LLC because an insufficient number of persons holding unsecured claims against the Debtor have expressed interest in serving on a committee. SUNGARD DATA: Moody's Rasies Unsecured Notes Rating to B3 --------------------------------------------------------- Moody's Investors Service raised SunGard Data Systems Inc.'s unsecured notes rating to B3 from Caa1 and affirmed all other debt ratings, including the B2 corporate family rating (CFR), Ba3 secured debt, and Caa1 subordinated notes ratings. The rating outlook remains stable. Ratings Rationale The revision of the unsecured notes rating reflects SunGard's spin off of Sungard Availability Services Capital, Inc. (AS) and Moody's expectation of debt balances over the next year and a half. With the repayment of over $1 billion of secured debt, the unsecured notes benefit from lower expected losses with less senior secured debt ranking ahead of it. The B2 CFR considers that total adjusted debt to EBITDA will be high at over 6.5 times (pro forma for the AS spin off). However, Moody's believes that SunGard will be committed to steadily reducing debt over time using its sizable free cash flows (FCF), which Moody's estimates will be over $250 million annually. The prospects for a continuing steady amount of FCF comes from SunGard's solid market position as a leading provider of financial institution processing services and its strong business profile, as represented by low customer concentration, diverse offerings, and broad geographic reach. The expectation of steady FCF is enhanced with the spin-off of the more capital intensive and declining AS business. Without the capital expenditures needs of the AS business, SunGard could be modestly acquisitive and seek growth opportunities that expand and diversify its revenue base. But Moody's believes the risk of higher leverage will be mitigated by the majority owners' intentions to maximize SunGard's equity value in preparation for exiting their investment. The stable outlook reflects Moody's expectation of low single digit annual revenue growth through 2015 in line with global GDP growth. While IT growth catalysts exist within the financial services sector with heightened regulatory requirements, Moody's anticipates that capital spending with banks will still remain cautious over the next year. Moody's expects modest improvement to SunGard's financial leverage to below 6 times adjusted debt to EBITDA in 2015. The stable outlook also assumes SunGard will not make dividend payments to its private equity sponsors. Consistent revenue and profitability growth (in the mid single digits) with adjusted debt to EBITDA less than 5 times on a sustained basis could result in a higher rating. The rating could be lowered if revenue or operating profitability were to decline such that the company's ratio of adjusted debt to EBITDA were to exceed high 6x or free cash flow were to fall below $175 million on a sustained basis. Further, there would be pressure on the B2 CFR if there is any evidence that further deleveraging would not continue due either to a shift back to more shareholder friendly financial policies or a weakening in profits. Rating upgraded: Senior Unsecured Notes -- B3 (LGD5) from Caa1 (LGD5) Ratings affirmed: Corporate Family Rating -- B2 Probability of Default Rating -- B2-PD Senior Secured Revolving Credit Facility -- Ba3 (LGD2) Senior Secured Term Loan -- Ba3 (LGD2) Senior Subordinated Notes -- Caa1 (LGD6) Speculative Grade Liquidity Rating -- SGL-1 Rating outlook is stable. 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. With over $2.7 billion of projected annual revenues, SunGard Data Systems Inc. is a provider of financial systems and public sector software and IT services, and is owned by a consortium of private equity investors (including Bain, Blackstone, KKR, Silver Lake, Texas Pacific Group, GS Partners, and Providence Equity). TERESA GIUDICE: Pleads Guilty Over Fake License ----------------------------------------------- Law360 reported that "The Real Housewives of New Jersey" star Giuseppe Giudice -- who was sentenced to 41 months in federal prison after admitting to bankruptcy fraud, tax evasion and other charges -- pled guilty in a separate driver's license fraud case in New Jersey state court. According to the report, citing NJ.com, Giudice pled guilty in Passaic County Superior Court to possessing a fraudulent driver's license and received an 18-month sentence, to be served concurrently with his federal sentence. The federal case is U.S. v. Giudice et al., case number 2:13-cr- 00495, in the U.S. District Court for the District of New Jersey. Information for the state case was not immediately available. About the Giudices In June 2010, Teresa Giudice, who portrays a role in Real Housewives of New Jersey, and her husband, Joe, filed for bankruptcy under Chapter 11 in the U.S. Bankruptcy Court in New Jersey. The Giudices owe creditors $10.85 million. Chapter 7 trustee John Sywilok sued the Giudices. The suit claimed that the Debtors concealed key documents about their finances and business transactions. Mr. Sywilok also accused the couple of making false statements under oath about their assets, income and expenses. TRIGEANT HOLDINGS: Files 1st Amended Plan & Disclosure Statement ---------------------------------------------------------------- Trigeant Holdings, Ltd., Trigeant, LLC and Trigeant, Ltd., filed with the United States Bankruptcy Court for the Southern District of Florida their First Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code on October 8, 2014. The Plan provides that on the Effective Date, except as provided in the Plan, all of the Debtors' assets will vest in and be retained by the Reorganized Debtors under the control of the holders of Equity Interests and existing management. In order to achieve the results outlined in the Plan, the Plan provides for and implements the Sale to the Buyer. The Plan Proponents believe that the Sale is in the best interests of the Debtors' creditors as it will generate sufficient proceeds to pay all creditors of the Debtors in full. The Debtors also believe that the Sale is in the best interests of the Debtors' Equity Interest holders, as they will receive a meaningful return and the highest and best value offered for the Purchased Assets. The Claims and Interests against the bankruptcy estates are divided into nine Classes: * Class - 1 Priority Claims; * Class - 2 Disputed Secured Claim of BTB; * Class - 3 Secured Claim of PDVSA; * Class - 4 Miscellaneous Secured Claims; * Class - 5 General Unsecured Claims against Trigeant; * Class - 6 Equity Interests in Trigeant; * Class - 7 Claims Against LLC and Holdings; * Class - 8 Equity Interests in LLC; and * Class - 9 Equity Interests in Holdings. Under the Plan, certain Claims -- in particular, Administrative Expense Claims, DIP Claims, Statutory Fees, Professional Claims, Priority Non-Tax Claims and Priority Tax Claims -- remain unclassified in accordance with Section 1123(a)(1) of the Bankruptcy Code. The Plan Proponents estimate that the holders of Allowed Claims and Allowed Equity Interests will receive these treatments under the Plan: (i) the holders of Allowed unclassified Claims will receive the full amount of their Allowed Claims in Cash; and (ii) the holders of Allowed Claims and Equity Interests in Classes 1-9 will receive the treatments detailed in the Plan, all of which are sufficient to render each Class unimpaired. Harry Sargeant III has disputed the Debtors' premise that Class 9 is unimpaired. Accordingly, out of an abundance of caution, the Debtors have determined to solicit votes in Class 9 in the event that the Bankruptcy Court were to determine that Class 9 is impaired. Trigeant estimates that the amount of Claims filed and scheduled against its Estate totals approximately $97,272,602 (unadjusted for any claim objections). Holdings estimates that the amount of Claims filed and scheduled against its Estate totals approximately $13,007,165 (unadjusted for any claim objections). LLC estimates that the amount of Claims filed and scheduled against its Estate totals approximately $87,424,206 (unadjusted for any claim objections), and including some duplication of Claims against Holdings. The Debtors project that Classes 1-9 will have a distribution to pay allowed Equity Interests in the approximate aggregate amount of at least approximately $7,928,670 after the claims objection and reduction process is completed (prior to any reduction to any claim held by BTB or PDVSA). As the Liquidation Analysis will show, the Plan Proponents believe that the Distributions under the Plan will provide Creditors of, and holders of Equity Interests in, the Debtors a greater recovery on account of Allowed Claims and Allowed Equity Interests than would Distributions by a chapter 7 trustee. Furthermore, Distributions under the Plan will be made more quickly than distributions by a chapter 7 trustee, and a chapter 7 trustee would be entitled to seek a commission, thereby, reducing the amount available for distribution to Creditors and Equity Interest holders on account of Allowed Claims and Allowed Equity Interests. The Bankruptcy Court has scheduled a hearing to consider confirmation of the Plan starting January 7, 2015, at 9:30 a.m. Copies of the Amended Plan and Disclosure Statement are available for free at: * http://bankrupt.com/misc/TrigeantHoldings_1stAmd_Plan.pdf * http://bankrupt.com/misc/TrigeantHoldings_1stAmd_DS.pdf About Trigeant Holdings Trigeant Holdings, Ltd., and Trigeant, LLC, filed separate Chapter 11 bankruptcy petitions (Bankr. S.D. Fla. Case Nos. 14-29027 and 14-29030, respectively) on Aug. 25, 2014. Berger Singerman LLP serves as the Debtor's counsel. Trigeant Holdings estimated both assets and liabilities of $50 million to $100 million. The Debtors filed on Sept. 16, 2014, their Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code. The Plan is premised on the sale of substantially all of the Debtors' assets to Gravity Midstream Corpus Christi, LLC. The Plan provides that holders of Allowed Claims will be paid in full, in cash. TRINET HR: S&P Raises CCR to 'B+' on Good Operating Performance --------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on San Leandro, Calif.-based TriNet HR Corp. to 'B+' from 'B'. The outlook is stable. At the same time, S&P raised its issue-level rating on the company's $650 million senior secured credit facility, which consists of a $75 million revolving credit facility, a $375 tranche A, and a $200 million tranche B, to 'BB-' from 'B+'. The recovery rating remains '2', indicating S&P's expectation for substantial (70% to 90%) recovery in the event of a payment default. "The upgrade reflects the company's good operating performance and improved credit metrics over the past year," said Standard & Poor's credit analyst Jacqueline Hui. "We estimate adjusted leverage will be around 3.5x at year-end 2014 and around 3x at year-end 2015, down from 6.4x at Sept. 30, 2013, when the company increased debt to fund its Ambrose acquisition and shareholder distribution. Since then, the company went public, using the majority of the proceeds towards debt reduction, and the Ambrose integration is tracking to plan." Standard & Poor's ratings on TriNet reflects its aggressive financial policy, good cash flow generation, narrow product focus in the highly competitive and fragmented Professional Employer Organization industry (which could be susceptible to weak economic conditions, high unemployment, or weak wage growth), and its limited geographic diversity. The stable outlook reflects S&P's view that TriNet's operating performance will continue to be good and that the company should be able to maintain credit measures near current levels thanks to positive industry trends and new customer wins. At the same time, S&P expects liquidity to remain adequate and covenant cushion will remain sufficient. TRUMP ENTERTAINMENT: Says Union Is 'Sacrificing' Workers' Jobs -------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Trump Entertainment Resorts Inc. says Unite Here Local 54 is trying to "sacrifice the jobs of the workers" at the 2,000-room Trump Taj Mahal Casino Resort to protect union members working at other casinos in Atlantic City, New Jersey. According to the report, those allegations were contained in papers in support of a motion to modify the existing collective- bargaining agreement and save $14.6 million annually by altering work rules and eliminating benefits. 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. UNI-PIXEL INC: To Hold Third Quarter Conference Call on Nov. 6 -------------------------------------------------------------- UniPixel, Inc., will hold a conference call on Thursday, Nov. 6, 2014, at 4:30 p.m. Eastern time to discuss the third quarter ended Sept. 30, 2014. Financial results will be issued in a press release prior to the call. UniPixel management will host the presentation, followed by a question and answer period. The call will be webcast live here, as well as via a link in the Investors section of the company's Web site at www.unipixel.com/investors. Webcast participants will be able to submit a question to management via the webcast player. Date: Thursday, November 6, 2014 Time: 4:30 p.m. Eastern time (3:30 p.m. Central time) Webcast: http://public.viavid.com/index.php?id=111490 To participate in the conference call via telephone, dial 1-913- 981-5524 and provide the conference name or conference ID 7779119. Please call the conference telephone number 5-10 minutes prior to the start time so the operator can register your name and organization. If you have any difficulty with the webcast or connecting to the call, please contact Liolios Group at 1-949-574-3860. A replay of the call will be available after 7:30 p.m. Eastern time on the same day through Dec. 6, 2014, via the same link above, or by dialing 1-858-384-5517 and entering replay ID 7779119. About Uni-Pixel Inc. The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL) -- http://www.unipixel.com/-- is a production stage company delivering its Clearly Superior(TM) Performance Engineered Films to the Lighting & Display, Solar and Flexible Electronics market segments. Uni-Pixel reported a net loss of $15.18 million in 2013, a net loss of $9.01 million in 2012 and a net loss of $8.56 million in 2011. As of June 30, 2014, the Company had $44.40 million in total assets, $5.60 million in total liabilities and $38.80 million in total shareholder's equity. UNIVERSAL HEALTH: Court Amends Gregory Sharer Retention Order ------------------------------------------------------------- Bankruptcy Judge K. Rodney May amended the order authorizing the Chapter 11 trustee of Universal Health Care Group, Inc.'s retention of Gregory, Sharer & Stuart as healthcare consultant. The judge authorizes the Chapter 11 trustee to employ Gregory Sharer as healthcare consultant nunc pro tunc to July 10, 2014, and approves the proposed compensation and expense reimbursement for the Firm. The Bankruptcy Court further notes that the Chapter 11 trustee has agreed that Gregory Sharer will not participate in any proceedings involving tax refunds with the Florida Department of Financial Services or in any proceedings to place Universal Health Care, Inc. and/or Universal Health Care Insurance Company, Inc. into bankruptcy. As reported in the July 8, 2014 edition of The Troubled Company Reporter, Gregory Sharer will be compensated on an hourly fee basis and will require $25,000 retainer. However, no fees will be paid to Gregory Sharer from the retainer without an application and approval from the Court. The Court approved these provisions. About Universal Health Care Group Universal Health Care Group, Inc., owns an insurance company and three health-maintenance organizations that provide managed care services for government sponsored health care programs, focusing on Medicare and Medicaid. Universal Health was founded in 2002 by Dr. A.K. Desai and grew its operations of offering Medicare plans to more than 37,000 members to over 20 states. Universal Health filed a Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida regulators moved to put two of the company's subsidiaries in receivership. Universal Health Care estimated assets of up to $100 million and debt of less than $50 million in court filings in Tampa, Florida. Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in Tampa, serves as counsel to the Debtor. Soneet R. Kapila has been appointed the Chapter 11 Trustee in the Debtor's case. He is represented by Roberta A. Colton, Esq., at Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA. Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special conflicts counsel and E-Hounds, Inc., serves as a forensic imaging consultant to the Chapter 11 trustee. URS CORP: Moody's Lowers Senior Secured Debt Rating to B1 --------------------------------------------------------- Moody's Investors Service has downgraded the senior unsecured debt rating of URS Corporation ("URS") to B1 from Baa3. The ratings downgrade reflects the acquisition of URS by AECOM Technology Corporation ((P) Ba2 stable), which closed on Oct. 17, 2014. The Baa3 rating on URS's senior unsecured revolving credit facilities has been withdrawn since the facilities have been terminated. Moody's will withdraw URS's remaining ratings shortly since most of the company's senior notes will likely be put to the company due to the change of control. This concludes the review for downgrade commenced on July 14, 2014 when URS agreed to be acquired by AECOM. The following rating actions were taken: $400 million senior notes due 2017, to B1 from Baa3 (to be subsequently withdrawn) $600 million senior notes due 2022, to B1 from Baa3 (to be subsequently withdrawn) $1.7 billion senior unsecured bank credit facilities, withdrawn at Baa3 under review for downgrade Outlook is stable Ratings Rationale The senior notes downgrade reflects the closing of the acquisition of URS by AECOM and the impact on the security and guarantees supporting URS' senior notes. URS' senior notes now rank below all of AECOM's secured and unsecured debt since AECOM's unsecured debt has guarantees from all the existing and future domestic restricted subsidiaries of AECOM including the restricted subsidiaries of URS. Whereas the URS notes only have guarantees from the restricted subsidiaries of URS. The downgrade also incorporates the negative impact on URS's credit profile from the mostly debt funded combination with AECOM. AECOM funded the transaction with about $2.4 billion of additional borrowings, which has resulted in a combined entity with significantly increased financial leverage at a time when they are taking on the risks associated with the integration of two sizeable organizations. The combined entity has an adjusted leverage ratio of about 5.0x on a pro forma basis. In addition to the elevated leverage, the combined entity will face significant integration risks due to the large scale of each organization and the different services they provide. This more than offsets the benefits that URS receives from an improved operating risk profile, including increased scale and end market diversification and enhanced service offerings. The principal methodology used in this rating was Global Construction Methodology published in November 2010. URS Corporation, headquartered in San Francisco, California, is a provider of engineering, construction and technical services and a major contractor for the US Federal government. URS reports its revenue in four market segments: Infrastructure & Environment, Energy & Construction, Federal Services and Oil & Gas. The company generated $9.9 billion in revenues for the LTM period ended July 4, 2014. US STEEL CANADA: Has Tentative Deal on Hamilton Works Contract -------------------------------------------------------------- Reuters reported that U.S. Steel Canada said it has reached a tentative deal with union leaders on a contract for workers at its Hamilton Works operations in Ontario. According to the report, the current contract between U.S. Steel Canada, a wholly owned subsidiary of parent U.S. Steel Corp., and its workers at its Hamilton Works operations expired on Oct. 15. The terms of the tentative agreement were not disclosed and the deal remains subject to ratification by members of United Steelworkers Local 1005, the report related. About U. S. Steel Canada, Inc. U. S. Steel Canada's operations are located at Lake Erie Works, a fully integrated steelmaking facility, and at Hamilton Works, home to cokemaking and finishing operations including our premier zinc-coating facility, the world-class Z-Line. U. S. Steel Canada has the capability of producing approximately 2.6 million tons of steel annually and employs approximately 2,000 people. U.S. Steel Canada commenced court-supervised restructuring proceedings under the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, before the Ontario Superior Court of Justice (Commercial List) on Sept. 16, 2014. Ernst & Young Inc. has been appointed by the CCAA court as monitor pursuant to an Initial CCAA Order. VARIANT HOLDING: Amends List of Top 20 Unsecured Creditors ---------------------------------------------------------- Variant Holding Company, LLC, on Sept. 12, 2014, submitted to the Bankruptcy Court an amended list of its top 20 unsecured creditors, a copy of which is available for free at http://is.gd/gVmYDe Among the entities that made it to the amended list are Kasowitz, Benson, Torres LLP (with claim amount $105,037); Aron A. Bronnimann (with claim amount $23,331); Bloomberg LP (with claim amount $23,055); Huber CPA PC; and Levitzacks CPAs. 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. 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. VEDE JACOB MILLER: Means Test Includes Salary Received ------------------------------------------------------ Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that in deciding whether an individual passes or fails the so-called means test to qualify for Chapter 7, income need only be received during the six-month look-back period, not both received and earned, according to an Oct. 8 opinion by the U.S. Bankruptcy Appellate Panel in Denver. The report related that U.S. Bankruptcy Judge Janice M. Karlin, writing for the three-judge panel, said there are no appellate decisions on the issue but legislative history and public policy both support the holding that it's enough if income was received. The case is Miller v. U.S. Trustee (In re Miller), 14-002, 2014 BL 284325, U.S. Bankruptcy Appellate Panel for the 10th Circuit (Denver). A full-text copy of the Decision is available at http://is.gd/zw1yqI VIGGLE INC: To Issue 3.3MM Shares Under 2011 Incentive Plan ----------------------------------------------------------- Viggle Inc. filed with the U.S. Securities and Exchange Commission a Form S-8 registration statement to register 3,375,000 shares of common stock issuable under the Company's Second Amended 2011 Executive Incentive Plan. The proposed maximum aggregate offering price is $9.82 million. A copy of the prospectus is available for free at http://is.gd/Md5sGs About Viggle New York City-based Viggle Inc. is a loyalty marketing company. The Company has developed a loyalty program for television that gives people real rewards for checking into the television shows they are watching on most mobile operating system. Viggle users can redeem their points in the app's rewards catalog for items such as movie tickets, music, or gift cards. Viggle reported a net loss of $68.43 million on $17.98 million of revenues for the year ended June 30, 2014, compared to a net loss of $91.40 million on $13.90 million of revenues for the year ended June 30, 2013. The Company's balance sheet at June 30, 2014, showed $79.09 million in total assets, $39.29 million in total liabilities and $39.80 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. The independent auditors noted that the Company has suffered recurring losses from operations and at June 30, 2014 has a deficiency in working capital that raises substantial doubt about its ability to continue as a going concern. WATERFORD SPEEDBOWL: Owner Could Lose Track at Foreclosure Auction ------------------------------------------------------------------ Shawn Courchesne at Racedayct.com reports that the Waterford Speedbowl facility has been scheduled for a foreclosure auction. Racedayct.com relates that the Debtor's owner, Terry Eames, said Thursday that all recent possibilities of putting together deals to keep the track under his ownership or under a new partnership fell through and that he has likely exhausted all possibilities of refinancing the track. The report quoted Mr. Eames as saying, "I've got nothing put together so I guess an auction is likely. There's just as much interest from people that just want to develop it as there is from people that want to run it as a racetrack . . . . There's still an outside chance for an 11th hour maneuver . . . but at this point everything I had hoped to have done ahead of time has just fallen through." Waterford Speedbowl -- http://www.speedbowl.com/-- operates a racing track. As reported by the Troubled Company Reporter on Jan. 27, 2012, Shawn Courchesne at blogs.courant.com reported that a court in New London, Connecticut, approved the debt reorganization plan filed by Waterford Speedbowl management. WEST CORP: To Redeem Outstanding 7.875% Senior Notes Due 2019 ------------------------------------------------------------- West Corporation delivered a notice to redeem all of its outstanding 7.875% Senior Notes due 2019, which were issued pursuant to the Indenture, dated Nov. 24, 2010, as amended, supplemented or otherwise modified to date, among the Company, the guarantors party thereto from time to time and the Bank of New York Mellon Trust Company, N.A., as trustee. The redemption price will be 103.938% of the principal amount of the Notes. In addition, the Company will pay accrued and unpaid interest on the redeemed Notes from May 15, 2014, through, but not including, the redemption date of Nov. 15, 2014. A copy of the Notice of Redemption is available for free at http://is.gd/DhTKAz About West Corporation West Corporation is a global provider of communication and network infrastructure solutions. West helps manage or support essential enterprise communications with services that include conferencing and collaboration, public safety services, IP communications, interactive services such as automated notifications, large-scale agent services and telecom services. West Corp posted net income of $143.20 million in 2013 as compared with net income of $125.54 million in 2012. The Company's balance sheet at June 30, 2014, showed $3.87 billion in total assets, $4.54 billion in total liabilities and a $672.74 million stockholders' deficit. Bankruptcy Warning "If we cannot make scheduled payments on our debt, we will be in default, and as a result: * our debt holders could declare all outstanding principal and interest to be due and payable; * the lenders under our Senior Secured Credit Facilities could terminate their commitments to lend us money and foreclose against the assets securing our borrowings; and * we could be forced into bankruptcy or liquidation," the Company said in its quarterly report for the period ended March 31, 2014. * * * As reported by the TCR on June 21, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Omaha, Neb.-based business process outsourcer West Corp. to 'BB-' from 'B+'. The upgrade reflects Standard & Poor's view that lower debt leverage and a less aggressive financial policy will strengthen the company's financial profile. In the April 4, 2013, edition of the TCR, Moody's Investor Service upgraded West Corporation's Corporate Family Rating to B1 from B2. "The CFR upgrade to B1 reflects West's shift to a more conservative capital structure and financial policies as a publicly owned company," stated Moody's analyst Suzanne Wingo. WESTMORELAND COAL: Agrees to Buy Oxford Resource General Partner ---------------------------------------------------------------- Westmoreland Coal Company, Oxford Resource Partners, LP, and Oxford Resources GP, LLC, the general partner of Oxford, announced that Westmoreland will acquire Oxford GP and contribute certain royalty bearing coal reserves to Oxford in return for Oxford common units. As a result, it is believed that Oxford will be able to resume quarterly distributions at $0.2000 per common unit (post-reverse split) and has secured a commitment to refinance its existing credit facilities on better terms, including additional credit capacity to fund future acquisitions. Following these transactions, Oxford will continue to operate as a stand-alone, publicly-traded master limited partnership and Westmoreland will own 77% of the fully-diluted limited partner interests in Oxford. "Westmoreland has long felt that our long-term cost-plus and cost- protected contracts make us ideally suited for a MLP structure," stated Keith E. Alessi, chief executive officer. "We have explored various ways to take advantage of the benefits of a MLP. The Oxford transactions provide us with an expeditious path to enter the MLP space and immediately recognize the advantages of owning a general partner. Additionally, the existing Oxford business has many of the characteristics of Westmoreland's business and we feel that we are well positioned to partner with its customers. We look forward to Oxford's employees joining the Westmoreland family." "Oxford is very excited about this opportunity with Westmoreland," said Oxford's President and Chief Executive Officer, Charles C. Ungurean. "Since early in 2012, we have been pursuing various strategic alternatives in an effort to bring increased value to our unitholders. This transaction represents the culmination of that effort and we believe that this represents a great opportunity for our company, unitholders, employees and customers, as well as providing a MLP vehicle for Westmoreland and its shareholders. This transaction is a win for all stakeholders." The board of directors of Oxford GP unanimously approved the transactions, including the equity restructuring of Oxford through the amendment and restatement of Oxford's partnership agreement. The transactions have also been unanimously approved by Westmoreland's board of directors. Process Steps and Expected Timeline The series of contemplated transactions are cross-conditioned upon each other and the transactions involving Oxford must be approved by a majority of the outstanding Oxford common unitholders that are not owned by Oxford GP and its affiliates and by a majority of the outstanding subordinated units. In addition, the transactions are conditioned upon Westmoreland either amending its existing credit facility and bond indenture or refinancing all of its existing debt, and also upon the refinancing of Oxford's existing debt. Oxford intends to promptly file a proxy statement with the SEC for review and it is anticipated that the unitholder vote will be held in December. Upon receiving unitholder approval, all of the transactions are expected to be closed concurrent with the debt transactions. It is anticipated that the transactions will be completed during the fourth quarter of 2014. Strategic Rationale * Platform to unlock inherent value in Westmoreland's business model: Assuming control of Oxford provides Westmoreland with a platform to implement a drop-down strategy of certain U.S. and Canadian coal assets into a MLP structure, allowing it to unlock significant value that is inherent in its stable cash flow generating business model. * Strong sponsorship to drive Oxford unitholder value: The acquisition of Oxford GP by Westmoreland transforms Oxford into a "sponsored" MLP with a parent that holds a stable of potential drop-down assets, providing it with a visible path to sustainable growth in distributable cash flow backed by long-term, cost-protected contracts with high-quality customers. * Restart of Quarterly Distributions: The transactions, including the equity restructuring, are expected to allow Oxford to restart quarterly distributions to its common unitholders. * Increased size, scale and diversity: Asset diversification into the eastern U.S. provides Westmoreland an entry into a major coal producing and consuming region with opportunities for organic and acquisitive growth. * Complementary business models: Oxford's coal operations are complementary to Westmoreland's low cost surface mining competencies, existing mine-mouth business model, and customer partnering expertise. -- Operations are safe and environmentally responsible; -- Operations have good relationships with employees; -- Operations are strategically located close to customer generating facilities; and -- Operations have long-term contracts with high-quality utility customers. Oxford GP Acquisition Westmoreland has entered into a purchase agreement with AIM Oxford Holdings, LLC, C&T Coal, Inc., certain present and former executives, and affiliates of Oxford's existing second lien term loan lenders. Under the purchase agreement, Westmoreland will acquire 100% of the outstanding units of Oxford GP, the general partner of Oxford, from AIM, C&T and such executives, 100% of the outstanding GP unit warrants from the Warrantholders, 100% of the outstanding subordinated units of Oxford from AIM and C&T, and 100% of the outstanding subordinated unit warrants of Oxford from the Warrantholders. The cash purchase price for these interests is $30 million, plus an additional $3.5 million if a specified coal acquisition is consummated within one year of the date of the purchase agreement. Name Changes As part of the transactions, the parties will take the necessary steps to change the name of Oxford to Westmoreland Resource Partners, LP, and to change the name of Oxford GP to Westmoreland Resources GP, LLC. Contribution of Kemmerer Mine Coal Reserves Westmoreland and Oxford have entered into a contribution agreement pursuant to which Westmoreland will, directly or indirectly, contribute to Westmoreland LP certain fee simple interests in coal reserves and related surface lands at Westmoreland's Kemmerer Mine in Lincoln County, Wyoming in exchange for the issuance to Westmoreland of 4.5125 million post-reverse split common units of Westmoreland LP, resulting in Westmoreland holding a pro forma fully-diluted common unit ownership of 77% of Westmoreland LP. Westmoreland LP will concurrently enter into a coal mining lease with Westmoreland with respect to these coal reserves pursuant to which Westmoreland will pay Westmoreland LP a per-ton royalty as it mines the leased reserves. Through the coal lease arrangement, the Kemmerer Mine coal reserves are expected to generate approximately $5.8 million in average annual cash flow for Westmoreland LP over the 2015-18 period. In order to further enhance the stability of cash flows to Westmoreland LP, the leasing Westmoreland subsidiary will commit to a minimum royalty structure such that payment of at least $1.0 million per quarter is made to Westmoreland LP through December 31, 2020. This minimum payment amount will be reduced to $500,000 per quarter for the subsequent period ending Dec. 31, 2025, with no further minimum payment amounts due in the years thereafter. Westmoreland intends to drop down additional assets in the future that are expected to be accretive to Westmoreland LP, although it is not obligated to do so. Oxford Equity Restructuring The transactions are conditioned on the successful equity restructuring of Oxford, which will consist of the adoption of an amended and restated limited partnership agreement that will, among other things: * Effect a 12-to-1 reverse split of common and general partner units; * Convert all outstanding subordinated units to liquidation units (with no non-liquidating distribution or voting rights) and cancel all subordinated unit warrants; * Waive and eliminate the current cumulative common unit arrearages; * Reset the minimum quarterly distribution to $0.1333 per common unit; * Restructure the incentive distribution rights held by Westmoreland GP as the general partner to provide that the IDRs will be entitled to receive (i) 13% of quarterly distributions over $0.1533 per unit and up to $0.1677 per unit, (ii) 23% of quarterly distributions over $0.1667 per unit and up to $0.2000 per unit (iii) 48% of quarterly distributions over $0.2000 per unit; * Suspend distributions on the IDRs for six quarters, provided that such suspension may be reduced to no less than three quarters if, during the suspension period, additional drop- down transactions aggregating greater than $35.0 million in enterprise value are undertaken by Westmoreland GP or affiliates of Westmoreland GP that are reasonably expected to provide accretion to per unit common unitholder distributions; and * Provide for a distribution of additional common units to the common unitholders of Oxford excluding AIM, C&T, the Warrantholders and Westmoreland. Distribution to Certain Oxford Unitholders In connection with the transactions, there will be a one-time special distribution to the common unitholders of Oxford excluding AIM, C&T, the Warrantholders and Westmoreland. The distribution will be made to such common unitholders, on a pro rata basis, and will consist of an approximately 25% "unit dividend" of an aggregate of 202,184 additional post-reverse split common units. Refinancing of Oxford Credit Facilities In conjunction with the transactions, Westmoreland LP will enter into a new credit agreement with certain lenders to replace Oxford's existing $175 million of credit facilities consisting of (i) a first lien $75 million term loan and $25 million revolving credit facility and (ii) a second lien $75 million term loan. The new credit agreement will provide for up to $295 million of senior secured first lien term loans, with $175 million funded at close and maturing four years after closing, and the remaining $120 million available in the form of delayed draw term loans, which can be used to fund acquisitions up to 12 months after closing. Additionally, there is an accordion feature that takes effect when the delayed draw feature expires which makes a further $150 million available for use to fund acquisitions during the remaining three loan years. Conditions Precedent to Transactions The Oxford GP acquisition, the contribution of Kemmerer Mine coal reserves and the refinancing of Oxford's credit facilities are cross-conditioned upon each other. In addition to customary conditions, these transactions are also contingent on Westmoreland either amending its existing credit facility and bond indenture or refinancing all of its existing debt, and Oxford receiving approval from a majority of the unaffiliated Oxford unitholders of the Oxford equity restructuring as well as approval by a majority of the Oxford unitholders of the contribution of Kemmerer Mine coal reserves in exchange for common units of Oxford. Advisors BMO Capital Markets Corp. acted as financial advisor and Holland & Hart LLP and Baker Botts, LLP, acted as legal counsel to Westmoreland. Evercore acted as financial advisor to Oxford GP and Vinson & Elkins LLP acted as legal counsel to Oxford GP's majority unitholders. Citi acted as financial advisor to Oxford's management and Squire Patton Boggs (US) LLP and Latham & Watkins LLP acted as legal counsel to Oxford. About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland Coal incurred a net loss applicable to common shareholders of $6.05 million in 2013, a net loss applicable to common shareholders of $8.58 million in 2012 and a net loss applicable to common shareholders of $34.46 million in 2011. As of June 30, 2014, the Company had $1.58 billion in total assets, $1.84 billion in total liabilities and a $260.64 million total shareholders' deficit. * * * As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Englewood, Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'. "The upgrade reflects our view that WLB is less vulnerable to default after successfully negotiating less restrictive covenant requirements for an unrated $110 million term loan due 2018," said credit analyst Gayle Bowerman. "Our assessment of WLB's business risk profile as 'vulnerable' and financial risk profile as 'highly leveraged' are unchanged. We also revised our liquidity score to 'adequate' based on the covenant relief and additional liquidity provided under the company's new $20 million asset-based loan (ABL) facility from 'less than adequate'." Westmoreland Coal carries a Caa1 corporate family rating from Moody's Investors Service. * Fed Official Calls for End of Gov't Rescue of Large Fin'l Firms ----------------------------------------------------------------- Reuters reports that Richmond Federal Reserve Bank President Jeffrey Lacker said that U.S. regulators must complete a comprehensive bankruptcy program implementation to let large financial firms to unwind in the event they collapse. Citing Mr. Lacker, Reuters relates that the Federal Reserve Bank is making progress with its efforts to get large banks to complete resolution plans -- which would let a bank be dismantled under the bankruptcy code without government support -- but a lot more work needs to be done. The report quoted Mr. Lacker as saying, "As long as regulators retain discretion to intervene with government funding, the credibility of resolution plans will be at risk." * Large Companies With Insolvent Balance Sheet ---------------------------------------------- Total Share- Total Total Holders' Working Assets Equity Capital Company Equity ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ALSWF US 129.2 (9.4) 0.4 ABSOLUTE SOFTWRE ABT2EUR EU 129.2 (9.4) 0.4 ABSOLUTE SOFTWRE OU1 GR 129.2 (9.4) 0.4 ABSOLUTE SOFTWRE ABT CN 129.2 (9.4) 0.4 ADVANCED CELL TE ACTC US 5.5 (5.8) (4.8) ADVANCED CELL TE T2N1 GR 5.5 (5.8) (4.8) ADVANCED EMISSIO ADES US 106.4 (46.1) (15.3) ADVANCED EMISSIO OXQ1 GR 106.4 (46.1) (15.3) ADVENT SOFTWARE AXQ GR 452.2 (86.0) (99.3) ADVENT SOFTWARE ADVS US 452.2 (86.0) (99.3) AEMETIS INC AMTX US 95.4 (1.1) (18.1) AIR CANADA-CL A ADH GR 10,522.0 (1,822.0) (226.0) AIR CANADA-CL A AIDIF US 10,522.0 (1,822.0) (226.0) AIR CANADA-CL A ADH TH 10,522.0 (1,822.0) (226.0) AIR CANADA-CL A AC/A CN 10,522.0 (1,822.0) (226.0) AIR CANADA-CL B AIDEF US 10,522.0 (1,822.0) (226.0) AIR CANADA-CL B AC/B CN 10,522.0 (1,822.0) (226.0) ALLIANCE HEALTHC AIQ US 468.1 (131.0) 59.7 AMC NETWORKS-A AMCX US 3,685.9 (396.1) 689.3 AMC NETWORKS-A 9AC GR 3,685.9 (396.1) 689.3 AMC NETWORKS-A AMCX* MM 3,685.9 (396.1) 689.3 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 AMYRIS INC AMRS US 284.1 (139.7) 74.4 ANGIE'S LIST INC ANGI US 128.4 (36.6) (54.9) ANGIE'S LIST INC 8AL GR 128.4 (36.6) (54.9) ANGIE'S LIST INC 8AL TH 128.4 (36.6) (54.9) ARRAY BIOPHARMA ARRY US 139.1 (25.7) 68.9 ASTERIAS BIO AST US 1.9 (5.1) (6.7) AUTOZONE INC AZ5 GR 7,371.8 (1,808.2) (1,016.1) AUTOZONE INC AZO US 7,371.8 (1,808.2) (1,016.1) AUTOZONE INC AZOEUR EU 7,371.8 (1,808.2) (1,016.1) AUTOZONE INC AZ5 TH 7,371.8 (1,808.2) (1,016.1) AVALANCHE BIOTEC AVU GR 54.8 43.0 48.9 AVALANCHE BIOTEC AAVL US 54.8 43.0 48.9 AVID TECHNOLOGY AVID US 208.0 (348.9) (134.1) BENEFITFOCUS INC BNFT US 141.0 (14.6) 52.3 BENEFITFOCUS INC BTF GR 141.0 (14.6) 52.3 BERRY PLASTICS G BP0 GR 5,419.0 (118.0) 654.0 BERRY PLASTICS G BERY US 5,419.0 (118.0) 654.0 BRP INC/CA-SUB V B15A GR 1,895.9 (44.8) 133.6 BRP INC/CA-SUB V BRPIF US 1,895.9 (44.8) 133.6 BRP INC/CA-SUB V DOO CN 1,895.9 (44.8) 133.6 BURLINGTON STORE BUI GR 2,555.3 (140.1) 102.3 BURLINGTON STORE BURL US 2,555.3 (140.1) 102.3 CABLEVISION SY-A CVC US 6,701.1 (5,133.2) 338.4 CABLEVISION SY-A CVY GR 6,701.1 (5,133.2) 338.4 CABLEVISION-W/I CVC-W US 6,701.1 (5,133.2) 338.4 CABLEVISION-W/I 8441293Q US 6,701.1 (5,133.2) 338.4 CADIZ INC CDZI US 57.9 (45.6) 4.7 CAESARS ENTERTAI CZR US 27,069.4 (2,578.4) 1,716.6 CAESARS ENTERTAI C08 GR 27,069.4 (2,578.4) 1,716.6 CANADIAN CANNABI CCAN US 0.0 (0.0) (0.0) CAPMARK FINANCIA CPMK US 20,085.1 (933.1) - CASELLA WASTE CWST US 656.6 (7.6) (11.6) CATALENT INC 0C8 TH 3,090.2 (367.3) 234.5 CATALENT INC 0C8 GR 3,090.2 (367.3) 234.5 CATALENT INC CTLT US 3,090.2 (367.3) 234.5 CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CHOICE HOTELS CZH GR 628.4 (412.5) 184.3 CHOICE HOTELS CHH US 628.4 (412.5) 184.3 CIENA CORP CIE1 TH 2,100.4 (45.2) 889.3 CIENA CORP CIEN US 2,100.4 (45.2) 889.3 CIENA CORP CIE1 GR 2,100.4 (45.2) 889.3 CIENA CORP CIEN TE 2,100.4 (45.2) 889.3 CINCINNATI BELL CBB US 2,176.9 (556.0) 337.7 CIVITAS SOLUTION CIVI US 1,031.5 (62.0) 66.1 CIVITAS SOLUTION 1CI GR 1,031.5 (62.0) 66.1 CORINDUS VASCULA CVRS US 0.0 (0.0) (0.0) CROWN BAUS CAPIT CBCA US 0.0 (0.0) (0.0) DENNY'S CORP DENN US 284.2 (0.0) (21.5) DENNY'S CORP DE8 GR 284.2 (0.0) (21.5) DERMIRA DERM US 16.5 (2.2) 3.9 DIPLOMAT PHARMAC DPLO US 338.9 30.1 (43.4) DIPLOMAT PHARMAC 7DP GR 338.9 30.1 (43.4) DIRECTV DTVEUR EU 22,126.0 (6,127.0) (624.0) DIRECTV DIG1 GR 22,126.0 (6,127.0) (624.0) DIRECTV DTV US 22,126.0 (6,127.0) (624.0) DIRECTV DTV CI 22,126.0 (6,127.0) (624.0) DOMINO'S PIZZA DPZ US 510.9 (1,281.7) 112.9 DOMINO'S PIZZA EZV GR 510.9 (1,281.7) 112.9 DOMINO'S PIZZA EZV TH 510.9 (1,281.7) 112.9 DUN & BRADSTREET DB5 GR 1,773.4 (1,077.1) (60.3) DUN & BRADSTREET DNB US 1,773.4 (1,077.1) (60.3) EDGEN GROUP INC EDG US 883.8 (0.8) 409.2 EMPIRE RESORTS I NYNY US 46.1 (9.5) (7.2) EMPIRE RESORTS I LHC1 GR 46.1 (9.5) (7.2) EMPIRE STATE -ES ESBA US 1,122.2 (31.6) (925.9) EMPIRE STATE-S60 OGCP US 1,122.2 (31.6) (925.9) EOS PETRO INC EOPT US 1.7 (4.4) (5.6) FAIRPOINT COMMUN FRP US 1,524.8 (360.6) 20.9 FAIRPOINT COMMUN FONN GR 1,524.8 (360.6) 20.9 FERRELLGAS-LP FGP US 1,572.3 (111.6) 9.9 FERRELLGAS-LP FEG GR 1,572.3 (111.6) 9.9 FMSA HOLDINGS IN FMSA US 1,375.5 (82.0) 232.3 FMSA HOLDINGS IN FM1 GR 1,375.5 (82.0) 232.3 FREESCALE SEMICO FSL US 3,265.0 (3,728.0) 1,334.0 FREESCALE SEMICO 1FS TH 3,265.0 (3,728.0) 1,334.0 FREESCALE SEMICO 1FS GR 3,265.0 (3,728.0) 1,334.0 GAMING AND LEISU 2GL GR 2,581.7 (72.9) (41.1) GAMING AND LEISU GLPI US 2,581.7 (72.9) (41.1) GENCORP INC GY US 1,749.7 (48.5) 70.2 GENCORP INC GCY TH 1,749.7 (48.5) 70.2 GENCORP INC GCY GR 1,749.7 (48.5) 70.2 GENTIVA HEALTH GTIV US 1,250.6 (285.7) 112.2 GENTIVA HEALTH GHT GR 1,250.6 (285.7) 112.2 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GOLD RESERVE INC GRZ CN 29.9 (4.2) 9.9 GOLD RESERVE INC GDRZF US 29.9 (4.2) 9.9 GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 HCA HOLDINGS INC 2BH TH 29,822.0 (6,588.0) 2,877.0 HCA HOLDINGS INC 2BH GR 29,822.0 (6,588.0) 2,877.0 HCA HOLDINGS INC HCA US 29,822.0 (6,588.0) 2,877.0 HD SUPPLY HOLDIN 5HD GR 6,714.0 (701.0) 1,438.0 HD SUPPLY HOLDIN HDS US 6,714.0 (701.0) 1,438.0 HERBALIFE LTD HLFEUR EU 2,435.7 (404.1) 552.4 HERBALIFE LTD HOO GR 2,435.7 (404.1) 552.4 HERBALIFE LTD HLF US 2,435.7 (404.1) 552.4 HOVNANIAN ENT-A HOV US 1,893.7 (443.1) 1,107.3 HOVNANIAN ENT-B HOVVB US 1,893.7 (443.1) 1,107.3 HOVNANIAN-A-WI HOV-W US 1,893.7 (443.1) 1,107.3 HUBSPOT INC 096 GR 52.1 (5.3) (22.1) HUBSPOT INC HUBS US 52.1 (5.3) (22.1) HUGHES TELEMATIC HUTC US 110.2 (101.6) (113.8) HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) IHEARTMEDIA INC IHRT US 14,752.2 (9,315.2) 1,225.6 INCYTE CORP INCY US 679.1 (171.0) 464.6 INCYTE CORP ICY TH 679.1 (171.0) 464.6 INCYTE CORP ICY GR 679.1 (171.0) 464.6 INFOR US INC LWSN US 6,778.1 (460.0) (305.9) IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 JUST ENERGY GROU JE CN 1,511.6 (169.0) 230.1 JUST ENERGY GROU 1JE GR 1,511.6 (169.0) 230.1 JUST ENERGY GROU JE US 1,511.6 (169.0) 230.1 L BRANDS INC LTD GR 6,870.0 (503.0) 1,119.0 L BRANDS INC LTD TH 6,870.0 (503.0) 1,119.0 L BRANDS INC LB US 6,870.0 (503.0) 1,119.0 LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9 LEE ENTERPRISES LEE US 828.2 (165.0) (26.0) LORILLARD INC LLV GR 2,893.0 (2,228.0) 900.0 LORILLARD INC LO US 2,893.0 (2,228.0) 900.0 LORILLARD INC LLV TH 2,893.0 (2,228.0) 900.0 MANNKIND CORP NNF1 GR 236.3 (46.4) (74.3) MANNKIND CORP NNF1 TH 236.3 (46.4) (74.3) MANNKIND CORP MNKD US 236.3 (46.4) (74.3) MARRIOTT INTL-A MAQ TH 6,830.0 (1,720.0) (1,153.0) MARRIOTT INTL-A MAQ GR 6,830.0 (1,720.0) (1,153.0) MARRIOTT INTL-A MAQ QT 6,830.0 (1,720.0) (1,153.0) MARRIOTT INTL-A MAR US 6,830.0 (1,720.0) (1,153.0) MDC PARTNERS-A MD7A GR 1,685.0 (87.5) (228.9) MDC PARTNERS-A MDZ/A CN 1,685.0 (87.5) (228.9) MDC PARTNERS-A MDCA US 1,685.0 (87.5) (228.9) MERITOR INC AID1 GR 2,810.0 (527.0) 373.0 MERITOR INC MTOR US 2,810.0 (527.0) 373.0 MERRIMACK PHARMA MACK US 129.8 (77.1) 13.0 MERRIMACK PHARMA MP6 GR 129.8 (77.1) 13.0 MICHAELS COS INC MIK US 1,716.0 (2,734.0) 493.0 MICHAELS COS INC MIM GR 1,716.0 (2,734.0) 493.0 MONEYGRAM INTERN MGI US 4,784.5 (142.0) 119.2 MORGANS HOTEL GR MHGC US 684.8 (211.2) 124.9 MORGANS HOTEL GR M1U GR 684.8 (211.2) 124.9 MOXIAN CHINA INC MOXC US 4.9 (1.2) (4.0) MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) - NATIONAL CINEMED NCMI US 1,005.2 (188.3) 79.1 NATIONAL CINEMED XWM GR 1,005.2 (188.3) 79.1 NAVISTAR INTL IHR GR 7,702.0 (4,046.0) 1,126.0 NAVISTAR INTL IHR TH 7,702.0 (4,046.0) 1,126.0 NAVISTAR INTL NAV US 7,702.0 (4,046.0) 1,126.0 NEKTAR THERAPEUT ITH GR 478.1 (35.4) 213.9 NEKTAR THERAPEUT NKTR US 478.1 (35.4) 213.9 NORTHWEST BIO NBYA GR 12.6 (29.9) (30.0) NORTHWEST BIO NWBO US 12.6 (29.9) (30.0) NYMOX PHARMACEUT NYMX US 0.8 (5.8) (4.0) OMEROS CORP 3O8 GR 41.0 (10.6) 26.8 OMEROS CORP OMER US 41.0 (10.6) 26.8 OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) PALM INC PALM US 1,007.2 (6.2) 141.7 PHILIP MORRIS IN PMI SW 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN PM1CHF EU 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN PM US 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN 4I1 TH 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN PM1EUR EU 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN PM1 TE 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN 4I1 GR 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN PM FP 35,401.0 (8,677.0) (356.0) PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLY GEM HOLDINGS PG6 GR 1,096.8 (91.4) 217.3 PLY GEM HOLDINGS PGEM US 1,096.8 (91.4) 217.3 PROTALEX INC PRTX US 0.8 (9.1) 0.4 PROTECTION ONE PONE US 562.9 (61.8) (7.6) QUALITY DISTRIBU QDZ GR 445.6 (35.6) 115.6 QUALITY DISTRIBU QLTY US 445.6 (35.6) 115.6 QUINTILES TRANSN Q US 2,978.6 (621.6) 511.6 QUINTILES TRANSN QTS GR 2,978.6 (621.6) 511.6 RADNET INC RDNT US 738.4 (2.8) 60.7 RADNET INC PQIA GR 738.4 (2.8) 60.7 RAYONIER ADV RYAM US 1,225.0 (38.8) 136.3 RAYONIER ADV RYQ GR 1,225.0 (38.8) 136.3 REGAL ENTERTAI-A RETA GR 2,675.7 (750.5) 26.2 REGAL ENTERTAI-A RGC US 2,675.7 (750.5) 26.2 RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTPATH INC PRM US 208.0 (91.7) 3.6 REVLON INC-A RVL1 GR 1,938.7 (571.8) 275.3 REVLON INC-A REV US 1,938.7 (571.8) 275.3 RITE AID CORP RAD US 6,959.3 (1,906.5) 1,783.1 RITE AID CORP RTA TH 6,959.3 (1,906.5) 1,783.1 RITE AID CORP RTA GR 6,959.3 (1,906.5) 1,783.1 ROCKWELL MEDICAL RMTI US 25.9 (3.9) 6.4 ROCKWELL MEDICAL RWM TH 25.9 (3.9) 6.4 ROCKWELL MEDICAL RWM GR 25.9 (3.9) 6.4 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 RYERSON HOLDING RYI US 2,001.1 (108.5) 734.8 RYERSON HOLDING 7RY GR 2,001.1 (108.5) 734.8 RYERSON HOLDING 7RY TH 2,001.1 (108.5) 734.8 SALLY BEAUTY HOL SBH US 1,983.6 (362.8) 616.8 SALLY BEAUTY HOL S7V GR 1,983.6 (362.8) 616.8 SEQUENOM INC SQNM US 131.6 (49.3) 51.4 SILVER SPRING NE SSNI US 534.3 (111.7) 83.2 SILVER SPRING NE 9SI GR 534.3 (111.7) 83.2 SILVER SPRING NE 9SI TH 534.3 (111.7) 83.2 SIRIUS XM CANADA SIICF US 409.2 (78.8) (157.0) SIRIUS XM CANADA XSR CN 409.2 (78.8) (157.0) SPARK ENERGY-A SPKE US 86.5 (0.9) (9.4) SPORTSMAN'S WARE SPWH US 292.3 (44.5) 76.1 SPORTSMAN'S WARE 06S GR 292.3 (44.5) 76.1 SUPERVALU INC SVU* MM 4,486.0 (634.0) 92.0 SUPERVALU INC SVU US 4,486.0 (634.0) 92.0 SUPERVALU INC SJ1 GR 4,486.0 (634.0) 92.0 SUPERVALU INC SJ1 TH 4,486.0 (634.0) 92.0 THERAVANCE HVE GR 605.6 (187.5) 303.2 THERAVANCE THRX US 605.6 (187.5) 303.2 TRANSDIGM GROUP TDG US 6,711.0 (1,591.5) 1,073.0 TRANSDIGM GROUP T7D GR 6,711.0 (1,591.5) 1,073.0 TRAVELPORT WORLD 1TW TH 3,016.0 (1,069.0) (262.0) TRAVELPORT WORLD 1TW GR 3,016.0 (1,069.0) (262.0) TRAVELPORT WORLD TVPT US 3,016.0 (1,069.0) (262.0) TRINET GROUP INC TNETEUR EU 1,333.0 (36.7) 70.3 TRINET GROUP INC TN3 TH 1,333.0 (36.7) 70.3 TRINET GROUP INC TN3 GR 1,333.0 (36.7) 70.3 TRINET GROUP INC TNET US 1,333.0 (36.7) 70.3 TRUPANION INC TRUP US 48.8 (7.3) 3.8 ULTRA PETROLEUM UPM GR 2,958.1 (123.5) (352.9) ULTRA PETROLEUM UPLEUR EU 2,958.1 (123.5) (352.9) ULTRA PETROLEUM UPL US 2,958.1 (123.5) (352.9) UNISYS CORP USY1 GR 2,336.1 (628.5) 369.7 UNISYS CORP USY1 TH 2,336.1 (628.5) 369.7 UNISYS CORP UISCHF EU 2,336.1 (628.5) 369.7 UNISYS CORP UIS1 SW 2,336.1 (628.5) 369.7 UNISYS CORP UISEUR EU 2,336.1 (628.5) 369.7 UNISYS CORP UIS US 2,336.1 (628.5) 369.7 VECTOR GROUP LTD VGR GR 1,642.7 (31.1) 560.0 VECTOR GROUP LTD VGR US 1,642.7 (31.1) 560.0 VECTOR GROUP LTD VGR QT 1,642.7 (31.1) 560.0 VENOCO INC VQ US 736.8 (139.5) (777.3) VERISIGN INC VRS TH 2,322.6 (632.9) (246.0) VERISIGN INC VRS GR 2,322.6 (632.9) (246.0) VERISIGN INC VRSN US 2,322.6 (632.9) (246.0) VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) WEIGHT WATCHERS WTWEUR EU 1,526.4 (1,397.9) 13.8 WEIGHT WATCHERS WTW US 1,526.4 (1,397.9) 13.8 WEIGHT WATCHERS WW6 TH 1,526.4 (1,397.9) 13.8 WEIGHT WATCHERS WW6 GR 1,526.4 (1,397.9) 13.8 WEST CORP WT2 GR 3,876.0 (672.7) 264.3 WEST CORP WSTC US 3,876.0 (672.7) 264.3 WESTMORELAND COA WME GR 1,583.7 (260.6) 50.8 WESTMORELAND COA WLB US 1,583.7 (260.6) 50.8 XERIUM TECHNOLOG TXRN GR 633.4 (8.9) 104.5 XERIUM TECHNOLOG XRM US 633.4 (8.9) 104.5 XOMA CORP XOMA US 89.9 (7.6) 45.9 XOMA CORP XOMA GR 89.9 (7.6) 45.9 YRC WORLDWIDE IN YEL1 TH 2,179.5 (362.4) 201.2 YRC WORLDWIDE IN YEL1 GR 2,179.5 (362.4) 201.2 YRC WORLDWIDE IN YRCW US 2,179.5 (362.4) 201.2 ********* 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 202-362-8552. *** End of Transmission ***