/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/141104.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, November 4, 2014, Vol. 18, No. 307 Headlines 17 WEST PINE STREET: Case Summary & 7 Largest Unsecured Creditors ACADIA HEALTHCARE: S&P Puts 'B+' CCR on CreditWatch Negative ADVANCED HEARING: Case Summary & 20 Largest Unsecured Creditors AES TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors AGFEED INDUSTRIES: Has $300,000 Settlement With Purchasers AGFEED INDUSTRIES: Further Extensions to Plan Deadline Opposed AGFEED INDUSTRIES: CRG, Wausau & IRS Have Plan Objections AGFEED INDUSTRIES: Removal Period Extended to Jan. 5 ALCO STORES: Has No Plans to Close Hillsboro Location ALSACIA SA: Moody's Withdraws Caa3 Debt Rating Over Ch. 11 Filing AMAG PHARMACEUTICALS: S&P Assigns 'B' Corporate Credit Rating AMBIENT CORP: Completes $7.5-Mil. Sale to Ericsson AMERICAN PIPING: S&P Affirms 'B-' Corporate Credit Rating ASSOCIATED WHOLESALERS: Hires Rhoads & Sinon as Special Counsel ASSOCIATED WHOLESALERS: PBGC Takes Over White Rose Pension Plan AUTOMOTIVE ELECTRONIC: Case Summary & 14 Top Unsecured Creditors AVIV REIT: S&P Puts 'BB-' CCR on CreditWatch Positive BAPTIST HOME OF PHILADELPHIA: Asset Sales to Fund Plan BIOSERV CORPORATION: Case Summary & 20 Top Unsecured Creditors BOART LONGYEAR: To Recapitalize Under Deal With Centerbridge BORDERS GROUP: Appellate Court Says Gift Cards Still Worthless BRIXMOR LLC: S&P Raises CCR to 'BB+'; Outlook Stable BUCCANEER ENERGY: Exclusive Solicitation Date Extended to Dec. 29 BUCCANEER ENERGY: Obtains Sale Approval, Amends Plan CAESARS ENTERTAINMENT: Bankruptcy Filing Possible by Jan. 15 CORNERSTONE GROVE: Case Summary & 7 Largest Unsecured Creditors CORNERSTONE HOMES: Trustee Selling 1-Acre Property for $15,000 COUNTRY STONE: Obtains Interim OK to Tap $1.32-Mil. DIP Loan COUNTRY STONE: Has Until Nov. 17 to File Schedules COUNTRY STONE: Court Issues Joint Administration Order CRC HEALTH: S&P Puts 'B' CCR on CreditWatch Positive CROWN CASTLE: Fitch Affirms 'BB' IDR & Revises Outlook to Positive CRUNCHIES FOOD: Chaucer Food Acquires Majority Stake in Company CT-1 HOLDINGS: SCIC May Revise Suit v. Saadat, Dist. Court Says CYRUSONE LP: Moody's Hikes Senior Unsecured Debt Rating to B1 DAVE & BUSTER'S: S&P Assigns 'B+' CCR; Outlook Stable DETROIT, MI: Files 8th Amended Debt Adjustment Plan DINEEQUITY INC: S&P Affirms 'B' CCR; Outlook Stable DYNCORP INT'L: Moody's Lowers Corp. Family Rating to Caa1 EAGLE BULK: Oaktree Capital Holds 15.71MM Shares in Company EDGENET INC: Disclosure Statement OK'd; Plan Hearing on Dec. 9 ENERGY FUTURE: US Trustee Appoints Creditors' Committee ENERGY FUTURE: Says $4B Bondholder Appeal Would Torpedo DIP EXIDE TECHNOLOGIES: Creditors Win Right to Propose Plan GLOBAL OUTREACH: Counsel Pins Dentons in Lender's Malpractice Suit GREAT WOLF: S&P Affirms 'B+' CCR & Revises Outlook to Negative HALTON BUSINESS: Creditors Meeting Slated for November 14 HARRIS LAND: Has Until Today to Oppose Why Case Dismissal Option HARRISONBURG REDEVELOPMENT: Moody's Puts B2 Bond Rating on Review HORTON & BARBER: Case Summary & 20 Largest Unsecured Creditors HOUSTON REGIONAL: Judge Approves Restructuring Plan HOVNANIAN ENTERPRISES: Fitch Assigns CCC Rating on $200MM Notes HOVNANIAN ENTERPRISES: Moody's Rates $200MM Unsecured Notes Caa1 HOVNANIAN ENTERPRISES: S&P Assigns 'CCC' Rating on $200MM Notes IBCS MINING: Asks Court to Approve Bidding Procedures KENNETH HARDIGAN: Order Denying Chapter 11 Conversion Upheld KENNY G: Appeals Court Modifies Opinion in "Emein" Case LAND RESOURCE: National Union Defeats Suit Over Real Estate Deal LEA POWER: Fitch Affirms 'BB+' Rating on Sr. Notes; Outlook Stable M/I HOMES: Fitch Withdraws B+ Rating on $350MM Sr. Unsec. Notes MACKEYSER HOLDINGS: Has Until Jan. 16 to File Plan MARION ENERGY: Files for Chapter 11, Has $4.2MM DIP Loan MARION ENERGY: Case Summary & 20 Largest Unsecured Creditors MERMAID HARRISON: Voluntary Chapter 11 Case Summary MILTON HOSPITAL: S&P Revises Outlook to Pos. & Affirms BB+ Rating MMJV SAPPHIRE: Hearing on Proposal to Pay Creditors Cancelled MOMENTIVE PERFORMANCE: Tannor, TRC Buy $116,000 in Claims MSCI INC: Moody's Assigns Ba1 Rating on Senior Secured Notes MSCI INC: S&P Affirms 'BB+' CCR on Refinancing; Outlook Stable NATIONAL RURAL UTILITIES: 3rd Circ. Affirms Dismissal of Case NAVEX ACQUISITION: Moody's Assigns B3 Corporate Family Rating NORTEL NETWORKS: Corre Opportunities Assigns Claim to Master Fund NORTEL NETWORKS: $1.48MM in Claims Switched Hands in October NORTEL NETWORKS: Shouldn't Block Docs in Rockstar Row, Google Says OLD CUTTERS: Reaches Settlement With Hailey on Annexation Fees OMEGA HEALTHCARE: Fitch Affirms 'BB+' Subordinated Debt Rating OMEGA HEALTHCARE: Moody's Affirms Ba1 Senior Unsecured Rating OMEGA HEALTHCARE: S&P Affirms 'BB+' CCR on Acquisition Agreement PARAMJEET MALHOTRA: 9th Cir. Won't Reinstate Qui Tam Action PHILLIPS INVESTMENTS: Court Okays Hiring of Hale Retail as Broker PHOENIX ASSOCIATES: Suit Against Caddo Survives Dismissal Bid PROVIDENCE SERVICE: Moody's Withdraws B1 Corporate Family Rating PVA APARTMENTS: Seeks Order Confirming Automatic Stay PVA APARTMENTS: Lender Wants Apartments to Remain With Receiver PVA APARTMENTS: Wants to Regain Management of Properties RURAL/METRO CORP: Against Sun City's Ambulance Service Application SAM ADAMS: Loses West Seattle (Athletic) Club SAM ADAMS: Nov. 14 Hearing on Ch 11 Trustee's Case Conversion Bid SAMUEL WYLY: Says Ch. 11 Should Block SEC Asset Freeze SCIENTIFIC GAMES: Denies Bally Deal Has Funding Woes SEARS HOLDINGS: To Close Four Kmart Stores in Michigan by January SEEGRID CORP: 2 Largest Shareholders at Odds Over Bankr. Filing SEEGRID CORP: Gets Nod for December Hearing on Ch. 11 Plan SHELBOURNE NORTH: $394,000 in Claims Switched Hands By Oct. 2 SIFCO SA: Noteholders Fail to Stymie Ch. 15 Recognition SMITH HEALTH CARE: Voluntary Chapter 11 Case Summary STICKNEY WEST: Case Summary & 20 Largest Unsecured Creditors T-L CONYERS: Court Approves Valbridge Property as Appraiser TRUMP ENTERTAINMENT: Union Blasts Bid to Stifle Communications TERESA GIUDICE: Can't Serve Term in Halfway House TWIN CITY HOSPITAL: Summary Judgment Ruling Upheld in D&O Suit UNITEK GLOBAL: Case Summary & 30 Largest Unsecured Creditors US SECURITY ASSOCIATES: S&P Affirms B CCR & Alters Outlook to Neg VARIANT HOLDING: Hearing Delayed After Ch. 11 Deal Draws Fire W.R. GRACE: Former Workers Seek OK to Sue Insurer Over Asbestos WALTER ENERGY: Bank Debt Trades at 14% Off * More Cases Being Disposed by Way of 11 U.S.C. Sec. 363 Sale * Restructuring Pros Want Bankr. Restrictions for Schools Eased * bestattorneysonline.com Unveils Ratings of Top Bankruptcy Firms * Frank J. Vecchione Honored as 50-Year Members of ECBA * Olshan Bankr. Partners Publish Article on Lessons From Genco * Two Otterbourg Members Named in 2014 Irish Legal 100 * Large Companies With Insolvent Balance Sheet ********* 17 WEST PINE STREET: Case Summary & 7 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: 17 West Pine Street, LLC 220 N. Orange Blossom Trail Orlando, FL 32805 Case No.: 14-12240 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: November 1, 2014 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: Aldo G Bartolone, Jr., Esq. BARTOLONE LEGAL GROUP, PA 2816 E. Robinson St. Orlando, FL 32803 Tel: (407) 294-4440 Fax: (407) 287-5544 Email: aldo@bartolonelaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Christopher T. Weising, manager. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb14-12240.pdf ACADIA HEALTHCARE: S&P Puts 'B+' CCR on CreditWatch Negative ------------------------------------------------------------ Standard & Poor's Ratings Services placed its ratings on Acadia Healthcare Co. Inc., including the 'B+' corporate credit rating and issue-level ratings, on CreditWatch with negative implications. This follows the company's announcement that they entered into a definitive agreement to acquire specialty behavioral and substance abuse treatment provider CRC Health Corp. for $1.175 billion. The acquisition will be financed through a combination of debt and equity issuance. S&P expects the company to refinance all of CRC Health's existing debt with new debt and issue approximately $317 million of equity. Proforma the transaction S&P expects leverage to peak above 5.0x. A meaningful departure from S&P's expectation that debt to EBITDA would remain below 5x as the company grows. S&P will resolve the CreditWatch placement after further review of the transaction to evaluate the impact on business risk as it relates to diversity and rapid expansion and the trajectory of future leverage ratios on the company's financial risk profile. Downgrade potential is limited to one notch. ADVANCED HEARING: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Advanced Hearing Technologies 10437 Illinois Road Fort Wayne, IN 46814 Case No.: 14-12761 Chapter 11 Petition Date: October 31, 2014 Court: United States Bankruptcy Court Northern District of Indiana (Fort Wayne Division) Judge: Hon. Robert E. Grant Debtor's Counsel: R. David Boyer II, Esq. BOYER & BOYER 110 West Berry St. Ste. 1910 Fort Wayne, IN 46802 Tel: (260) 407-7123 Fax: (260) 407-7137 Email: db2@boyerlegal.com arl@boyerlegal.com Total Assets: $559,966 Total Liabilities: $1.09 million The petition was signed by Robert Hutchcraft, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/innb14-12761.pdf AES TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: AES Technologies, LLC fka Automotive Electronic Solutions, LLC 4887 Belfort Road, Suite 400 Jacksonville, FL 32256 Case No.: 14-05397 Chapter 11 Petition Date: October 31, 2014 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Jacob A Brown, Esq. AKERMAN LLP 50 North Laura Street, Suite 3100 Jacksonville, FL 32202 Tel: (904) 798-3700 Fax: (904) 798-3730 Email: jacob.brown@akerman.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Walter W. McIntyre, chief executive officer. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb14-05397.pdf AGFEED INDUSTRIES: Has $300,000 Settlement With Purchasers ---------------------------------------------------------- AgFeed Industries, Inc., sought bankruptcy court approval of a settlement reached with Good Charm International Development, Ltd., and Ningbo Tech-Bank Co., Ltd., the purchasers of the stock of its British Virgin Island unit. On Oct. 10, 2013, the Court entered an order approving bidding procedures for the sale of all of AgFeed Industries' stock in AgFeed Industries (British Virgin Island) and the proposed stock purchase agreement with Good Charm and Ningbo, as the stalking horse bidder. No other bids were received, and, accordingly, the bid of Good Charm and Ningbo were identified as the prevailing bid. The Court entered an order approving the sale on Nov. 26, 2013, and the sale closed on Dec. 6, 2013. Subsequent to the closing, the purchaser submitted a calculation of the "post-closing adjustment" contemplated by the SPA that indicated that the purchaser was entitled to an adjustment in excess of $2,000,000. The purchaser also asserted that it was entitled to be reimbursed for certain professional fees. AgFeed asserted, inter alia, that the Post-Closing Adjustment was (a) incorrect, (b) untimely, and (c) not calculated using the correct methodologies. AgFeed has been involved in extensive litigation, including discovery, related to the asserted Post-Closing Adjustment. As a result of negotiations, the parties agreed to resolve all disputes relating to the SPA by payment of $300,000 to the purchaser from the escrow account set up at closing in full satisfaction of any and all claims the purchaser may have arising out or otherwise related to the SPA including, but not limited to, any post-Closing Adjustment or payment of professional fees. About AgFeed Industries AgFeed Industries, Inc., has 21 farms and five feed mills in China producing more than 250,000 hogs annually. In the U.S., the business included 10 sow farms in three states and two feed mills producing more than one million hogs a year. AgFeed's revenue in 2012 was $244 million. AgFeed and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. The U.S. Trustee has appointed a five-member official committee of unsecured creditors to the Chapter 11 cases. The Creditors' Committee tapped Lowenstein Sandler as lead bankruptcy counsel and Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as the Creditors' Committee's financial advisor. An official committee of equity security holders was also appointed to the Chapter 11 cases. The Equity Committee tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as co-counsel. Jefferies Leveraged Credit Products and Claims Recovery Group are represented by Lawrence J. Kotler, Esq., and Catherine B. Heitzenrater, Esq., at Duane Morris, LLP. AGFEED INDUSTRIES: Further Extensions to Plan Deadline Opposed -------------------------------------------------------------- Jefferies Leveraged Credit Products, LLC, and Claims Recovery Group, LLC, aver that AgFeed Industries' should only be granted a plan exclusivity extension for the last time. In their limited objection filed Oct. 16 to the Debtor's request for a sixth extension of its exclusive period to propose a plan, Jefferies and CRG noted that that the Debtors are seeking an extension despite the fact that they (i) have obtained approval of their disclosure statement; (ii) are three weeks' away from a confirmation hearing to consider the Plan; (iii) sold substantially all of their U.S. assets nearly one year ago and sold substantially all of their foreign assets more than six months ago, and (iv) are no longer operating. About AgFeed Industries AgFeed Industries, Inc., has 21 farms and five feed mills in China producing more than 250,000 hogs annually. In the U.S., the business included 10 sow farms in three states and two feed mills producing more than one million hogs a year. AgFeed's revenue in 2012 was $244 million. AgFeed and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. The U.S. Trustee has appointed a five-member official committee of unsecured creditors to the Chapter 11 cases. The Creditors' Committee tapped Lowenstein Sandler as lead bankruptcy counsel and Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as the Creditors' Committee's financial advisor. An official committee of equity security holders was also appointed to the Chapter 11 cases. The Equity Committee tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as co-counsel. Jefferies Leveraged Credit Products and Claims Recovery Group are represented by Lawrence J. Kotler, Esq., and Catherine B. Heitzenrater, Esq., at Duane Morris, LLP. AGFEED INDUSTRIES: CRG, Wausau & IRS Have Plan Objections --------------------------------------------------------- Various creditors, namely (1) Jefferies Leveraged Credit Products, LLC, and Claims Recovery Group, LLC, (2) Employers Insurance Company of Wausau, and (3) the U.S. Internal Revenue Service filed objections to confirmation of AgFeed Industries' plan of liquidation. Jefferies and CRG say that the Debtors' Revised Second Amended Chapter 11 Plan of Liquidation Supported by The Official Committee of Equity Security Holders filed on Sept. 12, 2014, as amended Sept. 15, is non-confirmable in that (a) it does not provide for payment in full on account of the Hormel Claim and, as such, violates 11 U.S.C. Sec. 1129(a)(7) and 1129(b) and (b) it impermissibly treats other unsecured creditors differently other than Jefferies and CRG in violation of 11 U.S.C. Sec. 1123(a)(4). The Debtors sought and obtained approval of a settlement pursuant to which holders general unsecured claims were permitted to elect to be paid in full, without interest prior to confirmation of the Plan. Subsequent to the Petition Date, CRG was the holder of 9 general unsecured claims. However, CRG has only obtained payment on account of 8 of its 9 unsecured claims pursuant to the settlement. CRG, specifically did not receive payment for the Hormel Claim, namely Claim Nos. 29, 30, 31, 32, each in the amount of $2,840,434. CRG believes that the Hormel Claim is the single largest unsecured claim of the Debtors that has remain unpaid. Pursuant to the Plan, holders of allowed general unsecured claims, such are CRG, are to receive postpetition interest, not at the contractual rate, but, rather at the federal judgment rate (as of the Petition Date) with such interest to accrue from the Petition Date through the distribution date. CRG pointes out that the note forming the basis is governed by Minnesota law, and Minnesota law provides that interest on account of the Debtors' obligations due and owing under the note will accrue at the annual rate of 10% per annum. IRS objects to the third party-non-debtor limitation of liability, exculpation, injunction and release provisions set for in Article XI of the Plan. According to IRS, the Debtors filed a liquidation plan, and the Debtors are not entitled to a discharge. IRS has asserted an estimated unsecured general prepetition claim against New Colony Land Company in the amount of $3,500. IRS has asserted an estimated priority prepetition claim against Heritage Farms, LLC, in the amount of $697. IRS has asserted a prepetition claim against New Colony Farms, LLC, in the amount of $460. IRS has asserted an estimated claim against AgFeed USA, LLC, in the amount of $500. Most of the IRS claims are estimated because IRS records indicate that the Debtors have not filed their federal tax returns. Employers Insurance Company of Wausau objects to the Plan because certain of its provisions are ambiguous and/or impermissibly seek to modify, amend, alter or otherwise affect Wausau's rights and the Debtors' obligations under insurance policies issued by Wausau for the benefit of certain Debtors. Wausau objects to Section 9.2 of the Plan to the extent that it could be construed to deem the policies executory and assumed by the Debtors, with no payments required to cure any defaults. Wausau filed 8 identical proofs of claim, one against each debtor liable to Wausau under the policies. Each proof of claim asserted a prepetition claim liquidation in the amount of $620,718, for amounts due to Wausau on account of, inter alia, premium obligations and loss billings. A fourth party, James Regnante, who claims to be a defrauded security holder, says the Debtors' agreements with "MCGLADREY" and other parties are not binding on his claim, and his claim is not part of any class action lawsuit settled by the Debtors. Mr. Regnante, which filed the document pro se, says that the money received (estimated at $500,000) from MCGLADREY and others should be applied to his Claim #86. Jefferies and CRG are represented by: DUANE MORRIS LLP Lawrence J. Kotler, Esq. 222 Delaware Avenue, Suite 1600 Wilmington, DE 19801-1659 Tel: (302) 657-4900 Fax: (302) 657-4901 E-mail: ljkotler@duanemorris.com - and - DUANE MORRIS LLP Catherine B. Heitzenrater, Esq. 30 South 17th Street Philadelphia, PA 19103-4196 Tel: (215) 979-7342 Fax: (215) 979-1020 E-mail: cheitzenrater@duanemorris.com Wausau is represented by: Robert Karl Hill, Esq. SEITZ, VAN OGTROP & GREEN, P.A. 222 Delaware Avenue, Suite 1500 P.O. Box 68 Wilmington, DE 19899 Tel: (302) 888-0600 Fax: (302) 888-0606 E-mail: khill@svglaw.com - and - Douglas R. Gooding, Esq. Meg McKEnzie Feist CHOATE HALL & STEWART LLP Two International Place Boston, MA 02110 Tel: (617) 248-5000 Fax: (617) 248-4000 E-mail: dgooding@choate.com mfeist@choate.com About AgFeed Industries AgFeed Industries, Inc., has 21 farms and five feed mills in China producing more than 250,000 hogs annually. In the U.S., the business included 10 sow farms in three states and two feed mills producing more than one million hogs a year. AgFeed's revenue in 2012 was $244 million. AgFeed and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. The U.S. Trustee has appointed a five-member official committee of unsecured creditors to the Chapter 11 cases. The Creditors' Committee tapped Lowenstein Sandler as lead bankruptcy counsel and Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as the Creditors' Committee's financial advisor. An official committee of equity security holders was also appointed to the Chapter 11 cases. The Equity Committee tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as co-counsel. Jefferies Leveraged Credit Products and Claims Recovery Group are represented by Lawrence J. Kotler, Esq., and Catherine B. Heitzenrater, Esq., at Duane Morris, LLP. AGFEED INDUSTRIES: Removal Period Extended to Jan. 5 ---------------------------------------------------- At the behest of AgFeed Industries, Judge Brendan L. Shannon entered an order providing that the time period provided by Bankruptcy Rule 9027 within which the Debtors may file notices of removal of related proceedings under Bankruptcy Rule 9027(a)(2) and (a)(3) is enlarged an extended through and including Jan. 5, 2015, provided, however, that any request by the Debtors have the claim(s) filed by James Regnante in the Chapter 11 cases adjudicated in any forum other than the Bankruptcy Court will be done so only upon order of the Bankruptcy Court after notice to Mr. Regnante. The Jan. 5 deadline to file removal actions applies to all matters specified in Bankruptcy Rule 9027(a)2) and (a)(3). About AgFeed Industries AgFeed Industries, Inc., has 21 farms and five feed mills in China producing more than 250,000 hogs annually. In the U.S., the business included 10 sow farms in three states and two feed mills producing more than one million hogs a year. AgFeed's revenue in 2012 was $244 million. AgFeed and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. The U.S. Trustee has appointed a five-member official committee of unsecured creditors to the Chapter 11 cases. The Creditors' Committee tapped Lowenstein Sandler as lead bankruptcy counsel and Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as the Creditors' Committee's financial advisor. An official committee of equity security holders was also appointed to the Chapter 11 cases. The Equity Committee tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as co-counsel. Jefferies Leveraged Credit Products and Claims Recovery Group are represented by Lawrence J. Kotler, Esq., and Catherine B. Heitzenrater, Esq., at Duane Morris, LLP. ALCO STORES: Has No Plans to Close Hillsboro Location ----------------------------------------------------- Robert Berens, store manager at ALCO Stores, Inc.'s Hillsboro location, said that the Company won't shut the store down, Eliot Sill at Marion County Record reports. As reported by the Troubled Company Reporter on Oct. 15, 2014, the Company sought bankruptcy protection with plans to let Tiger Capital Group, LLC, SB Capital Group, LLC, and Great American Group WF, LLC, conduct store closing sales, absent higher and better offers from other liquidators, and going concern buyers. Marion County Record relates that Mr. Berens believes that the Company's Chapter 11 filing shouldn't have an immediate impact on the Hillsboro store. The report quoted Mr. Berens as saying, "We're going on 20 years here in Hillsboro, and as of this moment we intend to be here for the next 20 years and beyond." Citng Mr. Berens, Marion County Record states that bankruptcy may free up resources to boost quality of in-store stock at the store. According to Marion County Record, Mr. Berens said, "The freight is slowly beginning to flow again. Bankruptcy tends to free up resources." 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. ALSACIA SA: Moody's Withdraws Caa3 Debt Rating Over Ch. 11 Filing ----------------------------------------------------------------- Moody's Investors Service has withdrawn the Caa3 senior secured rating of Inversiones Alsacia S.A. following the company's filing for Chapter 11 bankruptcy protection. Ratings Rationale On October 16, 2014, Alsacia filed petitions for relief under Chapter 11 in the US Court for the Southern District of New York. The bankruptcy filing is part of a restructuring plan that contemplates the issuance of new notes with a principal amount equivalent to the current outstanding notes plus accrued interest since the date of the principal and interest payment default that occurred on August 18th. Moody's last rating action for Alsacia occurred on September 10, 2014 when the rating was confirmed at Caa3 with a negative outlook, reflecting Moody's assessment of the expected loss to bondholders following the payment default of required interest and principal that occurred on August 18th, and the subsequent announcement that the notes would be restructured. AMAG PHARMACEUTICALS: S&P Assigns 'B' Corporate Credit Rating ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to AMAG Pharmaceutical Inc. At the same time, S&P assigned a 'B+' issue-level rating to the company's proposed first-lien term loan B. The recovery rating on the term loan is '2', reflecting S&P's expectations for substantial (70%-90%) recovery in the event of default. "AMAG's acquisition of Lumara Health gives this small specialty pharmaceutical company a second major product which will provide revenue growth and EBITDA generation--a departure from its stand- alone operating history of losses," said credit analyst Michael Berrian. "Given the absence of a track record of profitable earnings, we think there is considerable risk to our base-case forecast, which calls for a very rapid expansion of EBITDA. Despite our expectation that debt to EBITDA will fall below 4x by 2015, we note that leverage will be closer to 5.5x at the close of the transaction, and view financial risk as a two year average, rather than relying on the 2015 projection." The stable outlook reflects S&P's expectation for that the Lumara acquisition will provide double-digit revenue growth and EBITDA generation of about $160 million in 2015, and that despite the potential for very rapid deleveraging, the company's debt to EBITDA will average about 4x over the next two years. Downside scenario S&P could lower the rating if its base-case revenue growth and EBITDA generation expectations are less than it expects. This would contribute to leverage being sustained at more than 5x. Such a scenario would occur if Feraheme and Makena grow less than S&P expects, likely because of lower-than-anticipated market share gains and/or patient compliance with Makena. Fiscal 2015 revenue growth of less than 30%, coupled with gross margins contracting by 800 to 900 basis points (which could occur with lower revenue growth) would contribute to this outcome. Upside scenario An upgrade is predicated on S&P's confidence that the company can achieve its base-case scenario and sustain these operating results. Commensurate with this would be a track record of maintaining leverage within the 3x to 4x range. AMBIENT CORP: Completes $7.5-Mil. Sale to Ericsson -------------------------------------------------- Ambient Corporation announced on Oct. 28, 2014, that it completed the sale of substantially all of its assets to Ericsson Inc. on Sept. 30, 2014, for an aggregate purchase price of $7.5 million and the assumption of certain of the Debtor's unsecured liabilities. Completion of the purchase followed a hearing held on Sept. 26, 2014, at which the U.S. Bankruptcy Court for the District of Delaware overseeing the Debtor's Chapter 11 approved the transaction. All of the Debtor's employees were offered employment with Ericsson. As reported by the Troubled Company Reporter on Oct. 1, 2014, Katy Stech, writing for The Wall Street Journal, reported that U.S. Bankruptcy Judge Kevin Gross approved Ericsson's offer to buy the Debtor out from bankruptcy for $7.5 million. The Debtor is in the process of winding down its affairs. It is expected that any dissolution of the Debtor will result in the cancellation of its common stock without any distribution to the stockholders. About Ambient Corporation Headquartered in Newton, MA, Ambient Corporation (otc pink:AMBTQ) -- http://www.ambientcorp.com/-- designs, develops and sells the Ambient Smart Grid(R) communications and applications platform. Ambient filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 14-11791) on July 28, 2014. Judge Kevin Gross presides over the case. The Debtor has tapped Bayard, P.A., in Wilmington, Delaware, as counsel; Gavin/Solmonese LLC as financial advisor; and Upshot Services, LLC, as claims and noticing agent. The Debtor disclosed $1.75 million in assets and $3.54 million in debt as of the bankruptcy filing. AMERICAN PIPING: S&P Affirms 'B-' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services said it revised the recovery rating on U.S.-based steel distributor American Piping Products Inc.'s $100 million 12.75% senior secured notes due 2017 to '3' from '4'. The '3' recovery rating indicates S&P's expectation for a meaningful recovery (50% to 70%) under S&P's default scenario. The 'B-' issue-level rating is in line with the corporate credit rating on the company. S&P revised the recovery rating based on a moderate improvement in its projected recovery assessment because of lower assumed outstanding borrowings under American Piping's $28 million asset-based lending (ABL) revolving credit facility -- which is effectively ahead of the senior secured notes under S&P's analysis -- given assumed borrowing constraints in a downside scenario. S&P assumed ABL utilization within its analysis of 60% versus 70% used previously. As a result of the lower ABL debt assumption, more of American Piping's reorganization value becomes available to support recovery for senior secured note holders under S&P's analysis. The 'B-' corporate credit rating and stable outlook are also unchanged, derived from the company's "highly leveraged" financial risk and "vulnerable" business risk profile assessments. American Piping's vulnerable business profile reflects its modest size and participation in the highly fragmented and competitive distribution industry amongst much larger competitors with greater financial resources. End market demand is also concentrated in domestic energy. S&P's "highly leveraged" financial risk assessment reflects its expectations that funds from operations (FFO) to debt will remain below 12% and EBITDA interest coverage will remain below 2x in 2015, and American Piping's ownership by a financial sponsor. Key analytical factors: -- S&P continues to assess recovery prospects for noteholders on the basis of a reorganization value of approximately $75 million based on the company's historical profitability. -- S&P's recovery analysis assumes that, in a hypothetical bankruptcy scenario, the value of the collateral securing American Piping's ABL facility would be sufficient to cover outstanding borrowings. Although the commitment amount is $28 million, we assumed utilization of about $17 million because of potential borrowing base constraints. Simulated default and valuation assumptions: -- Standard & Poor's simulated default scenario contemplates a default in 2016, in the wake of a protracted economic slowdown that causes demand for the company's steel pipe products to weaken and leads to a significant decrease in sales volumes. At the same time, steep and rapid declines in the price of steel further impair operating margins. Under S&P's scenario, it also envisions a loss of key customers to bigger steel pipe distributors. As a result, the company's liquidity position would tighten due to its need to fund the combination of cash losses and ongoing debt-service payments, leading to a payment default. -- Distressed EBITDA level: $15 million -- Implied enterprise valuation (EV) multiple: 5x -- Gross EV: $75 million -- S&P assumes the ABL facility is 60% drawn by the time the company defaults, reflecting what S&P believes would be the maximum amount available for borrowing in light of borrowing base constraints. Simplified waterfall: -- Estimated net EV (after 5% administrative costs): $70 Million -- Priority claims (ABL borrowings) $17 million -- Estimated remaining distribution value to term loan lenders: $53 million -- Estimated term loan claims: $107 million -- Recovery expectations: 50% to 70% (low end of the range) Note: S&P's estimated claim amount includes approximately six months' worth of accrued but unpaid interest. RATING LIST American Piping Products Inc. Corporate Credit Rating B-/Stable/-- Issue-Level Rating Unchanged; Recovery Rating Revised To From US$100 mil sr sec nts due 2017 B- B- Recovery rating 3 4 ASSOCIATED WHOLESALERS: Hires Rhoads & Sinon as Special Counsel --------------------------------------------------------------- Associated Wholesalers, Inc., AWI Delaware, Inc., and its debtor affiliates, seeks authority from the U.S. Bankruptcy Court for the District of Delaware to employ Rhoads & Sinon LLP, as special counsel, nunc pro tunc to the Sept. 9, 2014. Rhoads & Sinon will assist the Debtors in executing faithfully their duties as debtors in possession. The Debtors believe that Rhoads & Sinon can efficiently and effectively represent the Debtors' interests in any ongoing legal matters, in which the Debtors are a party. Rhoads & Sinon will be paid at these hourly rates: Partners $230-$450 Associates $175-$240 Paralegals $135-$170 Rhoads & Sinon will also be reimbursed for reasonable out-of- pocket expenses incurred. Pursuant to section 329 of the Bankruptcy Code, during the one year immediately preceding the Petition Date, the Debtors paid Rhoads & Sinon fees for services rendered in contemplation of a chapter 11 case in the amount of approximately $57,136.82. Of this amount, $23,179.50 was paid through the application of two $25,000 retainers provided to Rhoads & Sinon on Sept. 5, 2014 and Sept. 8, 2014, and $33,957.32 was paid via a wire transfer from AWI dated Aug. 19, 2014. Rhoads & Sinon has a retainer balance in the amount of $13,240.42, which is being held in an Rhoads & Sinon escrow account. Charles J. Ferry, chairman of Rhoads & Sinon's executive committee, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the District of Delaware will hold a hearing on the application on Nov. 25, 2014, at 10:00 a.m. Objections, if any, are due Nov. 7, 2014, at 4:00 p.m. Rhoads & Sinon can be reached at: Charles J. Ferry, Esq. RHOADS & SINON LLP One South Market Square 12th Floor, P.O. Box 1146 Harrisburg, PA 17108-1146 Tel: (717) 231-6631 Fax: (717) 238-8623 E-mail: cferry@rhoads-sinon.com About Associated Wholesalers Founded in 1962 and headquartered in Robesonia, Pennsylvania, Associated Wholesalers Inc. services 800 supermarkets, specialty stores, convenience stores and superettes with grocery, meat, produce, dairy, frozen foods and general merchandise/health and beauty care products. AWI, which owns distribution facilities in Robesonia, Pennsylvania, and York, Pennsylvania, serves the mid- Atlantic United States. AWI is owned by its 500 retail members, who in turn operate supermarkets. AWI has 1,459 employees. White Rose Inc. is a food wholesaler and distributor serving the greater New York metropolitan area. The company traces its origins to 1886, when brothers Joseph and Sigel Seeman founded Seeman Brothers & Doremus to provide grocery deliveries throughout New York City. White Rose carries out its operations through three leased warehouse and distribution centers, two of which are located in Carteret, New Jersey, and one in Woodbridge, New Jersey. White Rose has 777 employees. Associated Wholesalers and its affiliates 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. The Official Committee of Unsecured Creditors tapped to retain Hahn & Hessen LLP as its lead counsel; Pepper Hamilton LLP as its co-counsel; and Capstone Advisory Group, LLC, together with its wholly-owned subsidiary Capstone Valuation Services, LLC, as its financial advisors. ASSOCIATED WHOLESALERS: PBGC Takes Over White Rose Pension Plan --------------------------------------------------------------- Jerry Geisel at Business Insurance reports that the Pension Benefit Guaranty Corp. has taken over the underfunded pension plan of White Rose Inc. Citing PBGC, Business Insurance relates that the plan is underfunded by $30.3 million, with $54.6 million in assets and $84.9 million in liabilities. According to the report, PBGC said that it expects to cover $30.2 million of the $30.3 million funding shortfall. 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. The Official Committee of Unsecured Creditors tapped to retain Hahn & Hessen LLP as its lead counsel; Pepper Hamilton LLP as its co-counsel; and Capstone Advisory Group, LLC, together with its wholly-owned subsidiary Capstone Valuation Services, LLC, as its financial advisors. AUTOMOTIVE ELECTRONIC: Case Summary & 14 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Automotive Electronic Solution Providers, LLC 4887 Belfort Road, Suite 400 Jacksonville, FL 32256 Case No.: 14-05400 Chapter 11 Petition Date: October 31, 2014 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Jacob A. Brown, Esq. AKERMAN LLP 50 North Laura Street, Suite 3100 Jacksonville, FL 32202 Tel: (904) 798-3700 Fax: (904) 798-3730 Email: jacob.brown@akerman.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Walter W. McIntyre, chief executive officer. A list of the Debtor's 14 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb14-05400.pdf AVIV REIT: S&P Puts 'BB-' CCR on CreditWatch Positive ----------------------------------------------------- Standard & Poor's Ratings Services placed its 'BB-' corporate credit rating on Aviv REIT Inc. and its 'BB' issue-level rating on the senior unsecured notes on CreditWatch with positive implications. "Omega announced it entered into an agreement to acquire Aviv, under which Omega will issue 0.9 shares of common stock for each existing Aviv share, representing a 16.2% premium to Aviv's closing price on Thursday, Oct. 30. The transaction, which is subject to Aviv's shareholder approval, is expected to close in the first quarter of 2015," said credit analyst Michael Souers. The CreditWatch placement reflects the acquisition by higher-rated Omega. S&P would expect to raise its corporate credit rating on Aviv to the same level as Omega upon successful completion of the transaction. S&P will monitor the execution of the transaction and financing plans, including the refinancing of the existing Aviv bonds. S&P would withdraw the rating on Aviv bonds if Omega repays the bonds upon completion of the transaction. BAPTIST HOME OF PHILADELPHIA: Asset Sales to Fund Plan ------------------------------------------------------ The Baptist Home of Philadelphia, doing business as Deer Meadows Retirement Community, filed a plan of reorganization for the resolution of outstanding claims against it. The Debtor proposes to use proceeds from the sale of its assets to make the payments required under the Plan. In accordance with a settlement agreement, the $625,000 paid by Beneficial Mutual Savings Bank will be used to pay allowed general unsecured claims ("Beneficial Carve-Out"). In addition, there will be carve-out from the net sale proceeds realized from the sale of assets in an amount equal to $125,000 for the benefit of holders of general unsecured claims (Sale Proceeds Carve-Out"). Moreover, there is a carve-out from the Net Sale Proceeds realized from the Debtor's Sale of Assets, in an amount equal to: (i) 5% of any such Net Sale Proceeds (on a gross basis) between $19,000,000 and $21,000,000; (ii) 6% of any such Net Sale Proceeds (on a gross basis) between $21,000,000 and $22,000,000; and (iii) 7% of any such Net Sale Proceeds (on a gross basis) in excess of $22,000,000 up to the amount needed to satisfy the Allowed Bond Indebtedness Claim (collectively, the "Percentage Sharing Carve-Out"). The salient terms of the Plan are: -- The bond indebtedness claims are impaired by the Plan, and holders of these claims will receive cash in an amount equal to the allowed bond indebtedness claim. -- Beneficial's secured claim is unimpaired by the Plan. -- Beneficial's unsecured claim is fixed at $2,656,712, and holders of the claim will receive a 35% share of the Percentage Sharing Carve-Out and a pro rata share of the General Unsecured Claim Fund. -- General unsecured claims will receive a (i) pro rata share of the Beneficial carve0out, the Sale Proceeds Carve-Out, 65% of the Percentage Sharing Carve-Out, and the avoidance actions, and (ii) a pro rata share of the General Unsecured Claim Fund. A copy of the Plan filed Oct. 22, 2014, is available for free at: http://bankrupt.com/misc/BH_Philly_PLan.pdf About The Baptist Home of Philadelphia The Baptist Home of Philadelphia and The Baptist Home Foundation sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305 and 14-13306) in Philadelphia on April 25, 2014. Baptist Home of Philadelphia is a Pennsylvania nonprofit corporation that owns and operates a continuing care retirement community known as "Deer Meadows Retirement Community", which is located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania. Home offers 126 living accommodations, which vary in size, for independent living and personal care. It presently also has 206 skilled nursing beds in the nursing and rehabilitation center that offers short and long term care. It has 369 employees. Baptist Home of Philadelphia disclosed $37,330,904 in assets and $34,562,834 in liabilities as of the Chapter 11 filing. The Debtors have tapped Cozen O'Connor as counsel and KPMG Corporate Finance LLC as financial advisor and investment banker. The U.S. Trustee appointed Wilmarie Gonzalez as patient care ombudsman. U.S. Bank National Association, the trustee with regard to the secured bond indebtedness, hired Reed Smith LLP as counsel and CohnReznick LLP as financial advisor. Pepper Hamilton LLP represents the Official Committee of Unsecured Creditors. BIOSERV CORPORATION: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Bioserv Corporation 5340 Eastgate Mall San Diego, CA 92121 Case No.: 14-08651 Chapter 11 Petition Date: October 31, 2014 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Hon. Margaret M. Mann Debtor's Counsel: Benjamin Carson, Esq. BENJAMIN CARSON LAW OFFICE 8837 Villa La Jolla Drive, #13105 La Jolla, CA 92039 Tel: 858-255-4529 Fax: 760-943-6391 Email: ben@benjamincarsonlaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Albert Hansen, CEO. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/casb14-08651.pdf BOART LONGYEAR: To Recapitalize Under Deal With Centerbridge ------------------------------------------------------------ Boart Longyear Limited, a leading global supplier of drilling services, drilling equipment and performance tooling for mining and drilling companies, announced on Oct. 23 that it has entered into an agreement with Centerbridge Partners, L.P. to implement a comprehensive recapitalization of the Company. The recapitalization, which has been completed in part, represents the conclusion of the strategic review process initiated by the Company in February 2014. Under the terms of the recapitalization, Centerbridge has replaced the Company's former bank revolving credit facility with more flexible, "covenant-lite" financing and also has subscribed to a $5.6 million equity placement, which raises its shareholding in the Company to 19.9% of voting shares. Subject to shareholder approval at a meeting expected to occur in December, Centerbridge will provide additional equity capital through a further share placement, the equitization at par of its holdings of the Company's unsecured bonds and a fully underwritten rights offering, which will be open to shareholders. The recapitalization is designed to stabilize the Company's capital structure and provide sufficient liquidity to sustain the Company's operations until the markets for the Company's mineral drilling services and products recover. Richard O'Brien, President and Chief Executive Officer of Boart Longyear, commented, "Since late February, we have worked closely with our advisors, including Goldman Sachs and the Board's independent advisors at Greenhill, to develop implementable recapitalization options. After discussions with many well- recognized and capable investors about numerous recapitalization and restructuring options, we are delighted to announce this agreement with Centerbridge. "This recapitalization is an important step forward for Boart Longyear and its shareholders. We are preserving our existing shareholders' opportunity to participate in the future prospects of the Company and the improving future margin potential to be realized when our markets do improve and we reap the benefit of the significant cost and efficiency actions the Company has taken over the past 18 months. Additionally, we anticipate the recapitalization will provide the Company with significant liquidity to weather the challenges of the current depressed markets for our drilling services and products and the financial strength to allow more time for those markets to recover. The financial flexibility and resources provided by the recapitalization will allow us to further build on our existing strengths in customer service and to make tactical investments in incremental, customer-focused product development." Centerbridge is currently the Company's largest shareholder, with close to 20% ownership. As a result of its current ownership, it has been provided one seat on the Company's Board of Directors, effective immediately. In addition, upon shareholders approving the remaining recapitalization transactions, Centerbridge will be granted additional board representation proportionate to its ownership of voting stock after completion of the recapitalization. Its maximum board representation at closing, however, may not equal or exceed half of the Board, reflecting the fact that this expanded partnership with Centerbridge is not a change of control transaction. Jonathan Lewinsohn, Senior Managing Director of Centerbridge and recently appointed Boart Longyear Board member, said, "We are excited to partner with Richard, his management team and our fellow shareholders to provide a comprehensive capital solution for Boart Longyear. We believe this transaction will provide a solid base for the Company to work towards its goal of sustaining profitability through the mineral exploration cycle." Following are important highlights of the recapitalization: * Fully committed equity injection of $119 to $127 million * New term loans of up to $225 million * Total liquidity increased to approximately $240 million * Net debt reduced by approximately $120 million * Company is better positioned to sustain operations through to market recovery * Extends debt maturity and improves flexibility * Existing shareholders can participate through existing investment and, by exercising rights, may choose to further invest alongside Centerbridge Mr. O'Brien added, "In summary, we believe this transaction with Centerbridge, an experienced investment firm and the Company's largest shareholder, will ensure that the Boart Longyear franchise, which will have been operating 125 years next year, remains fundamentally strong and valuable." About Boart Longyear Headquartered in South Jordan, Utah, Boart Longyear Limited is incorporated in Australia and listed on the Australian Securities Exchange Limited. The company provides drilling services and complimentary drilling products and equipment, principally for the mining and metals industries. * * * The Troubled Company Reporter, on Oct. 30, 2014, reported that Moody's Investors Service affirmed Boart Longyear Limited's Caa1 Corporate Family Rating (CFR) and Caa1-PD probability of default rating. The speculative grade liquidity rating was changed to SGL-2 from SGL-4. At the same time, Moody's affirmed Boart Longyear Management Pty Limited's B3 senior secured note rating and Caa2 senior unsecured note rating. The rating outlook was changed to stable from negative. On Oct. 28, the TCR reported that Standard & Poor's Ratings Services placed its 'CCC' corporate credit rating on Boart on CreditWatch with positive implications. S&P also placed its 'B-' issue rating on the senior secured notes and its 'CCC' issue rating on the senior unsecured notes issued by Boart Longyear Management Pty Ltd., a subsidiary of BLY, on CreditWatch with positive implications. "The CreditWatch listing reflects our view that the recapitalization provides BLY with cash to finance capital spending and other requirements while EBITDA generation remains weak," said Standard & Poor's credit analyst Gail Hessol. "We expect extensive cost reductions to support modest profit margin expansion in 2015, but we do not expect meaningful improvement in drilling services volume or prices before 2016," said Ms. Hessol. The Troubled Company Reporter-Asia Pacific on July 22, 2014, reported that S&P lowered its corporate credit rating on Boart to 'CCC' from 'CCC+'. The outlook is negative. At the same time, S&P lowered its issue level rating on subsidiary Boart Longyear Management Pty Ltd.'s secured notes to 'B-' from 'B' and its senior unsecured notes to 'CCC' from 'CCC+'. S&P maintained the '1' recovery rating on the secured notes, which indicates its expectation for very high (90% to 100%) recovery and the '4' recovery rating on the unsecured notes, which indicates S&P's expectation for average (30% to 50%) recovery in the event of a payment default. The TCR-AP also reported on June 20, 2014, Moody's downgraded Boart's corporate family and probability of default ratings to Caa1 and Caa1-PD respectively from B3 and B3-PD respectively. The speculative grade liquidity rating was lowered to SGL-4 from SGL- 3. At the same time Moody's downgraded Boart Longyear Management Pty Limited's guaranteed secured notes to B3 from B2 and affirmed the Caa2 senior unsecured notes rating. The outlook is negative. BORDERS GROUP: Appellate Court Says Gift Cards Still Worthless -------------------------------------------------------------- Sara Randazzo, writing for The Wall Street Journal, reported that the U.S. Court of Appeals for the Second Circuit sided with two lower courts and ruled that a group of Borders customers waited too long to raise their claims for the unused gift cards. According to the report, attorney Clinton Kristov, Esq., at Krislov & Associates, Ltd., in Chicago, Illinois, who represents the customers, said he plans to appeal the decision by either requesting that the full appeals-court panel hear the case or by offering it up to the U.S. Supreme Court's decision. The Journal noted that Borders had 17.7 million unredeemed gift cards worth $210.5 million at the time it closed. About Borders Group Borders Group operated book, music and movie superstores and mall based bookstores under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders-branded airport stores in the United States. At Jan. 29, 2011, the Company operated 639 stores in the United States and 3 in Puerto Rico. The Company also operated a proprietary e-commerce Web site -- http://www.Borders.com/-- launched in May 2008, which included both in-store and online e-commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and roughly 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, served as counsel to the Debtors. Jefferies & Company's Inc. served as the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC served as the interim management and restructuring services provider. The Garden City Group, Inc., acted as the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, served as counsel to the DIP Agents. Lowenstein Sandler represented the official unsecured creditors committee for Borders Group. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010. Borders selected proposals by Hilco and Gordon Brothers to conduct going out of business sales for all stores after no going concern offers of higher value were submitted by the deadline. In January 2012, Borders' First Amended Joint Chapter 11 Plan of Liquidation became effective, and the Company emerged from Chapter 11 protection. The Court confirmed the Plan filed by the Debtors and the Official Committee of Unsecured Creditors at a Dec. 20, 2011 hearing. The Debtors have been renamed BGI Inc. Curtis R. Smith has been appointed as Liquidating Trustee of the BGI Creditors' Liquidating Trust. He is represented by Bruce Buechler, Esq., Bruce S. Nathan, Esq., and Andrew Behlmann, Esq., at Lowenstein Sandler LLP. BRIXMOR LLC: S&P Raises CCR to 'BB+'; Outlook Stable ---------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Brixmor LLC to 'BB+' from 'B'. The outlook is stable. S&P also raised the rating on the company's unsecured bonds to 'BBB-' from 'B'. The recovery rating on this debt is '2', reflecting S&P's expectation for substantial recovery prospects (70% to 90%). S&P removed all of the ratings from CreditWatch, where it placed them with positive implications on May 12, 2014. These actions affect roughly $243 million of rated debt. "The upgrade is driven primarily by our reassessment of Brixmor LLC's business risk profile to "fair" from "weak" as well as our view that the company's financial risk profile has strengthened to "significant" from "aggressive". The combination of the business and financial risk profiles results in a 'bb' anchor score, which then receives positive benefit (+1 notch) from our view that Brixmor LLC has "highly strategic" status within its broader group of affiliated entities," said credit analyst Lisa Sarajian. "We have also revised our assessment of financial sponsorship impact on Brixmor LLC to 'FS-4' from 'FS-5' as we believe the sponsor's equity stake will continue to gradually decline and that there is a commitment to sustaining Brixmor LLC's strengthened "significant" financial risk profile." The stable outlook anticipates continued healthy same-store operating performance supported by further rental rate and occupancy gains within Brixmor LLC's operating portfolio such that recently improved fixed-charge coverage and leverage metrics are sustained at current levels. Downside scenario S&P sees limited near term ratings downside given improving portfolio trends and S&P's expectation for Brixmor LLC's core holdings to remain relatively static. Ratings could come under pressure if there were a major unexpected tenant default that resulted in fixed-charge coverage dropping to a level below 1.7x or if S&P's current view of parent support were to change. Upside scenario At the same time, upgrade momentum is tempered by S&P's expectation for the composition of Brixmor LLC's operating portfolio to be fairly static and for the company to remain reliant upon its indirect parent for liquidity support. That said, ratings uplift of Brixmor LLC's corporate credit rating could occur if S&P raised its assessment for the group credit profile and/or adjusted upward Brixmor LLC's entity status within the group. BUCCANEER ENERGY: Exclusive Solicitation Date Extended to Dec. 29 ----------------------------------------------------------------- BankruptcyData reported that the U.S. Bankruptcy Court extended Buccaneer Energy Limited's exclusive period during which the Company can solicit acceptances of its plan of reorganization through Dec. 29, 2104. The Debtors' exclusive plan filing expired on Oct. 28, 2014. 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. BUCCANEER ENERGY: Obtains Sale Approval, Amends Plan ---------------------------------------------------- Buccaneer Resources, LLC, et al., have obtained authority from the U.S. Bankruptcy Court for the Southern District of Texas, Victoria Division, to sell majority of their oil and gas properties and interests to their prepetition secured lender. U.S. Bankruptcy Judge David R. Jones has issued an order authorizing the Debtors to sell majority of their oil and gas properties and interests to the Debtors' prepetition secured lender, AIX Energy, LLC, for $44,000,000 in the form of a credit against amounts owed by the Debtors under their existing credit agreements and any cure costs associated with contracts to be assumed by the Purchaser as an asset. Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Cook Inlet Energy Inc. made a competing $35 million cash offer but because Cook Inlet didn't increase its bid at the Oct. 27 auction, AIX was picked as the winning bidder. The Bloomberg report said the settlement made the sale of the Debtors' assets to AIX possible. The proceeds of the sale will be distributed pursuant to a court- approved settlement agreement between the Debtors, the Official Committee of Unsecured Creditors and AIX. The Debtors, on Oct. 31, filed an amended Plan and accompanying disclosure statement to incorporate provisions of this settlement. Among other things, a Settlement Payment of $10,000,000 will be funded for the benefit of the Debtors' creditors pursuant to the Plan. The Plan provides for the creation of a Liquidating Trust for the benefit of Holders of Allowed Priority Unsecured Tax Claims, Priority Unsecured Non- Tax Claims, General Unsecured Claims, Subordinated Claims, and Equity Interests. The Plan also proposes the creation of a Post- Confirmation Committee to monitor the administration of the Liquidating Trust. The expenses of collection, prosecution and administration will be paid from the trust assets. Holders of general unsecured claims will recover 4.5% to 7.2% of their allowed claims. General unsecured claims are estimated to total between $206.5 million to $216.5 million. The Debtors are aiming for an expedited plan confirmation process and have asked the Court (i) for a conditional approval of their disclosure statement so that they can begin to solicit votes for the Plan, and (ii) to convene a combined disclosure statement approval hearing and plan confirmation hearing on Dec. 2. A full-text copy of the Amended Disclosure Statement dated Oct. 31, 2014, is available at: http://bankrupt.com/misc/BUCCANEERds1031.pdf 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. CAESARS ENTERTAINMENT: Bankruptcy Filing Possible by Jan. 15 ------------------------------------------------------------ Daniel Jennings, writing for Seekingalpha.com, reports that observers expect Caesars Entertainment Corp. to file for Chapter 11 bankruptcy by Jan. 15, 2015, when the grace period on the notes ends. The Company, according to Seekingalpha.com, is burdened with $18.3 billion in debt, and also faces a Dec. 15, 2014 deadline for $225 million in interest payments on $4.5 billion in second tier notes. Seekingalpha.com says that the only way the Company can dodge that catastrophe is to declare bankruptcy. The Company will host a conference call at 1:30 p.m. Pacific Time on Nov. 10, 2014, to review its third-quarter results. The call will be accessible in the Investor Relations section of http://www.caesars.com/ 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'. CORNERSTONE GROVE: Case Summary & 7 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Cornerstone Grove, LLC P.O. Box 511238 Punta Gorda, FL 33951 Case No.: 14-12924 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: October 31, 2014 Court: United States Bankruptcy Court Middle District of Florida (Ft. Myers) Debtor's Counsel: Edward J. Peterson, III, Esq. STICHTER, RIEDEL, BLAIN & PROSSER, PA 110 East Madison Street, Suite 200 Tampa, FL 33602 Tel: (813) 229-0144 Fax: (813) 229-1811 Email: epeterson@srbp.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Darol H.M. Carr, manager. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb14-12924.pdf CORNERSTONE HOMES: Trustee Selling 1-Acre Property for $15,000 -------------------------------------------------------------- Michael H. Arnold, the Chapter 11 Trustee of Cornerstone Homes, Inc., filed a motion seeking approval for the sale of the estate's interest in certain real property located 4954 Meads Creek Road, Town of Campbell, Steuben County, New York. The property consists of approximately 1.03 acres, with a damaged mobile home. The estate has received a non-contingent cash of $15,000. Meanwhile on Oct. 17, the Trustee won court approval to sell the property located at 6450 Gardner Road, Wheeler, New York. About Cornerstone Homes Cornerstone Homes Inc. is based in Corning, New York and is engaged in the business of buying, selling and leasing single family homes in the State of New York, with such properties primarily located in the South Central and South Western portions of the State. Cornerstone Homes Inc., filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester alongside a reorganization plan already accepted by 96 percent of unsecured creditors' claims. The Debtor disclosed assets of $18,561,028 and liabilities of $36,248,526. Four secured lenders with $21.8 million in claims are to be paid in full under the plan. Unsecured creditors -- chiefly noteholders with $14.5 million in claims -- will have a 7 percent recovery. Judge Paul R. Warren presides over the case. Curtiss Alan Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in Rochester, N.Y., serve as the Debtor's counsel. The Debtor has tapped GAR Associates to appraise a selection of its properties to support the Debtor's liquidation analysis. The Official Committee of Unsecured Creditors is represented by Gregory J. Mascitti, Esq., at LeClairRyan PC. The Committee retained Getzler Henrich & Associates LLC as financial advisor. Cornerstone Homes Inc. delivered to the Bankruptcy Court a First Amended Plan of Reorganization and explanatory Disclosure Statement on Jan. 3, 2014. The Amended Plan supersedes the Plan Cornerstone prepared prior to filing for bankruptcy. The Debtor intends to liquidate properties over a period of time, so as to achieve maximum recovery for the creditors while avoiding a deleterious affect on the housing market. The Plan provides for a distribution of $1 million as an Unsecured Distribution Amount. Owner David Fleet will pledge up to $1 million to fund distributions under the Plan. It also provides for the distribution of the stock in the Reorganized Debtor to holders of Allowed Unsecured Noteholder Claims under Class 5. The Class 5 Claimants are expected to receive 7% plus distribution of stock on the Distribution Date. The Claimants are impaired and entitled to vote on the Plan. No hearing was slated to consider the Amended Plan documents. Instead, the Court accepted the request of the Committee to appoint a Chapter 11 trustee to replace management. The Court approved the appointment of Michael H. Arnold, Esq., as Chapter 11 trustee. He is represented by his law firm, Place and Arnold as his counsel. COUNTRY STONE: Obtains Interim OK to Tap $1.32-Mil. DIP Loan ------------------------------------------------------------ Judge Thomas L. Perkins of the U.S. Bankruptcy Court for the Central District of Illinois, Peoria Division, gave Country Stone Holdings, Inc., et al., interim authority to obtain $1.325 million in postpetition financing from First Midwest Bank and use cash collateral securing their prepetition indebtedness. First Midwest, which is the Debtors' prepetition lender, agreed to extend up to $34 million in postpetition financing, subject to final court approval, which loan accrues at prime rate plus 2.0%. As of Oct. 22, 2014, the Debtors' outstanding amount owing under the First Midwest loan agreement is $38,177,950. The loans are secured by a substantial portion of the Debtors' assets and are guaranteed by non-debtors Bjustrom Bjustrom and Country Stone & Soil, Inc. Judge Perkins will convene a hearing on Nov. 19, 2014, at 1:30 p.m., to consider final approval of the financing request. Objections are due Nov. 17. A full-text copy of the Interim DIP Order is available at http://bankrupt.com/misc/COUNTRYdipord1027.pdf About Country Stone Country Stone Holdings, Inc., and its affiliates are in the business of manufacturing, processing, and packaging lawn and garden products such as mulch, soil, fertilizer, plant food, organics, concrete and decorative stone. The corporate headquarters are located in Rock Island, Illinois and Milan, Illinois. Country Stone operates 17 plants throughout the United States, including in Illinois, Iowa, Indiana, Minnesota, Wisconsin, Missouri, and California. Country Stone Holdings and its affiliates sought bankruptcy protection (Bankr. C.D. Ill. Lead Case No. 14-81854) in Peoria, Illinois, on Oct. 23, 2014, with a deal to sell to Quikrete Holdings, Inc., for $23 million in cash plus the assumption of liabilities, subject to higher and better offers. The Debtors have sought joint administration of their Chapter 11 cases for procedural purposes. The bankruptcy cases are assigned to Judge Thomas L. Perkins. The Debtors have tapped Katten Muchin Rosenman LLP as counsel; Silverman Consulting to provide the services of Steven Nerger as CRO and Michael Compton as cash and restructuring manager; and Epiq Bankruptcy Solutions, LLC as claims, noticing and balloting agent. COUNTRY STONE: Has Until Nov. 17 to File Schedules -------------------------------------------------- Judge Thomas L. Perkins of the U.S. Bankruptcy Court for the Central District of Illinois, Peoria Division, extended until Nov. 17, 2014, Country Stone Holdings, Inc., et al.'s deadline to file its schedules of assets and liabilities and statements of financial affairs. About Country Stone Country Stone Holdings, Inc., and its affiliates are in the business of manufacturing, processing, and packaging lawn and garden products such as mulch, soil, fertilizer, plant food, organics, concrete and decorative stone. The corporate headquarters are located in Rock Island, Illinois and Milan, Illinois. Country Stone operates 17 plants throughout the United States, including in Illinois, Iowa, Indiana, Minnesota, Wisconsin, Missouri, and California. Country Stone Holdings and its affiliates sought bankruptcy protection (Bankr. C.D. Ill. Lead Case No. 14-81854) in Peoria, Illinois, on Oct. 23, 2014, with a deal to sell to Quikrete Holdings, Inc., for $23 million in cash plus the assumption of liabilities, subject to higher and better offers. The Debtors have sought joint administration of their Chapter 11 cases for procedural purposes. The bankruptcy cases are assigned to Judge Thomas L. Perkins. The Debtors have tapped Katten Muchin Rosenman LLP as counsel; Silverman Consulting to provide the services of Steven Nerger as CRO and Michael Compton as cash and restructuring manager; and Epiq Bankruptcy Solutions, LLC as claims, noticing and balloting agent. COUNTRY STONE: Court Issues Joint Administration Order ------------------------------------------------------ Judge Thomas L. Perkins of the U.S. Bankruptcy Court for the Central District of Illinois, Peoria Division, issued an order directing joint administration of the Chapter 11 cases of Country Stone Holdings, Inc., and its debtor affiliates under the case In re Country Stone Holdings, Inc., et al., Case No. 14-81854. About Country Stone Country Stone Holdings, Inc., and its affiliates are in the business of manufacturing, processing, and packaging lawn and garden products such as mulch, soil, fertilizer, plant food, organics, concrete and decorative stone. The corporate headquarters are located in Rock Island, Illinois and Milan, Illinois. Country Stone operates 17 plants throughout the United States, including in Illinois, Iowa, Indiana, Minnesota, Wisconsin, Missouri, and California. Country Stone Holdings and its affiliates sought bankruptcy protection (Bankr. C.D. Ill. Lead Case No. 14-81854) in Peoria, Illinois, on Oct. 23, 2014, with a deal to sell to Quikrete Holdings, Inc., for $23 million in cash plus the assumption of liabilities, subject to higher and better offers. The Debtors have sought joint administration of their Chapter 11 cases for procedural purposes. The bankruptcy cases are assigned to Judge Thomas L. Perkins. The Debtors have tapped Katten Muchin Rosenman LLP as counsel; Silverman Consulting to provide the services of Steven Nerger as CRO and Michael Compton as cash and restructuring manager; and Epiq Bankruptcy Solutions, LLC as claims, noticing and balloting agent. CRC HEALTH: S&P Puts 'B' CCR on CreditWatch Positive ---------------------------------------------------- Standard & Poor's Ratings Services placed its 'B' corporate credit rating on substance abuse treatment provider CRC Health Corp. on CreditWatch with positive implications. This follows Acadia Healthcare's announcement that they have entered into a definitive agreement to acquire CRC Health for $1.175 billion. The acquisition will be financed through a combination of debt and equity issuance. S&P expects the company to refinance all of CRC Health's existing debt with new debt and issue approximately $317 million of equity. Following completion of the transaction, S&P will either upgrade CRC Health to 'B+' if it affirm its ratings on Acadia, or S&P will affirm its rating on CRC Health at 'B' if it downgrades Acadia. CROWN CASTLE: Fitch Affirms 'BB' IDR & Revises Outlook to Positive ------------------------------------------------------------------ Fitch Ratings has affirmed the Issuer Default Ratings (IDR) of Crown Castle International Corp. (Crown) and its subsidiaries at 'BB'. In addition, Fitch has affirmed the long-term debt ratings of Crown and its subsidiaries: Crown Castle International Corp. (CCIC) -- IDR at 'BB'; -- Senior unsecured debt at 'BB-'. Crown Castle Operating Company (CCOC) -- IDR at 'BB'; -- Senior secured credit facility at 'BB+'. CC Holdings GS V LLC (GS V) -- IDR at 'BB'; -- Senior secured notes at 'BBB-'. The Rating Outlook has been revised to Positive from Stable. KEY RATING DRIVERS Crown's ratings are supported by the strong recurring cash flows generated from its leasing operations, the robust EBITDA margin that should continue to increase over time as a result of new lease-up opportunities, and the scale of its tower portfolio. Crown's primary focus on the U.S. market, compared with seeking growth in emerging markets, reduces operating risk. These factors lend considerable stability to cash flows and lead to a lower business risk profile than most typical corporate credits. The Outlook has been revised to Positive, as the company has made progress in 2014 on delevering following two major acquisitions of towers, or rights to towers, in the last two years. These transactions include the $2.5 billion T-Mobile transaction in 2012, which was largely debt financed, and the $4.8 billion AT&T Inc. transaction, which was primarily financed with equity. Fitch expects Crown's gross leverage to be in the 5.3x to 5.4x range at the end of 2014, which is within the 'BB+' range of Fitch's expectations for leverage for a tower company with Crown's business and financial risk profile. Fitch recognizes that material event risk is currently present in the tower industry, primarily owing to Verizon Communications Inc. (Verizon) public statements that it would entertain the sale of its towers under the right terms and conditions. Should such a transaction come to pass, and Crown is the acquirer, Fitch will evaluate the company's funding strategy and financial expectations at that time, and their effect on the rating. In the absence of a transaction--if there is no sale or another tower operator acquires Verizon's towers--Fitch would review and likely upgrade Crown's IDR one-notch to 'BB+'. The rating also incorporates expectations that beginning in December 2014, Crown will pay out a higher proportion of cash flow to its shareholders as it increases its distribution to $3.28 per share, or approximately $1.1 billion annually, from $1.40 per share, or approximately $470 million annually. The payout represents an acceleration of the level of payout relative to previous expectations, but slows future distribution growth. In addition, the change reduces the rate at which net operating loss carryforwards are used to manage required real estate investment trust (REIT) distributions. Fitch's existing ratings and outlook have reflected expectations for delevering to occur over time, primarily as a result of EBITDA growth. Growth stemming from the contractual nature of business, plus escalators in its contracts, provide for natural delevering over time that is not dependent on debt repayment. Fitch believes Crown will have sufficient cash generation to reinvest in its business to sustain mid-single-digit growth, even with the higher dividend, mitigating concerns regarding the ability to sustain growth. In Fitch's view, the reduced free cash flow (FCF) will materially reduce its ability to fund inorganic growth. As inorganic opportunities occur, Fitch will evaluate the willingness of the company to partly fund transactions with equity in the context of achieving its leverage target. A key factor in future revenue and cash flow growth for Crown, as well as the rest of the tower industry, is the growth in wireless network capacity needed to meet demand for mobile broadband services. Growth in 4G services will drive amendment activity and new lease-up revenues from the major operators, leading to at least midsingle-digit growth prospects for the next couple of years. Fitch expects Crown to delever primarily through cash flow growth over the course of 2014 and 2015. Fitch projects leverage based on full-year EBITDA to be in the 5.3x to 5.4x range by the end of 2014, which will be very strong for the rating category. Crown has meaningful cash generation, balance sheet cash, revolving credit facility availability and a favorable maturity schedule relative to available liquidity. Cash, excluding restricted cash, was $239 million as of Sept. 30, 2014. For the latest 12 months (LTM) ended Sept. 30, 2014, FCF was approximately $393 million. Crown spent $751 million on capital expenditures during this period with a significant portion allocated for land purchases, which is discretionary in nature. CCOC had drawn $354 million on its $1.5 billion senior secured revolving credit facility as of Sept. 30, 2014. The revolving credit facility matures in Nov. 2018. The financial covenants within the credit agreement include a total net leverage ratio of 5.5x (following a stepdown in March 2014), and consolidated interest coverage of 2.5x. For 2014, Crown expects adjusted funds from operations of approximately $1.4 billion. Crown's maturity profile is manageable, with no significant legal maturities for the last quarter of 2014 or 2015. In 2015, anticipated repayments for securitized debt are expected under the terms of $250 million of tower revenue notes and WCP securitized notes with a current face value of $264 million. Crown converted to a REIT for tax purposes on Jan. 1, 2014. The company's total cash distribution in 2014 will approximate $470 million. Fitch believes the company will have flexibility--albeit at a reduced level owing to the distribution increase--to manage its leverage as a REIT, as its $2.2 billion net operating loss carryforwards will allow it to manage required REIT distributions. RATING SENSITIVITIES Positive: Crown Castle's leverage on a run rate basis (the third quarter of 2014 at 5.5x) is right at the high end of Fitch's 5.0x to 5.5x leverage range expected for a 'BB+' rating, and Fitch expects leverage to be in the 5.3x-5.4x range by the end of 2014. Fitch considers event risk to be high in the tower industry at present, but if the prospects for a material transaction diminish, Fitch would consider upgrading Crown Castle's IDR to 'BB+'. Negative: Future developments that may, individually or collectively, lead to Fitch taking a negative rating action include Developments potentially leading to a negative rating action include an increase in leverage above 6x for a protracted period of time due to an acquisition funded mostly by debt, or a change in financial policy targeting higher leverage. CRUNCHIES FOOD: Chaucer Food Acquires Majority Stake in Company --------------------------------------------------------------- Dean Best, writing for Just-Food, reports that Chaucer Foods has acquired 65% of Crunchies Food Company, LLC, for an undisclosed sum. Just-Food quoted Chaucer Foods sales and marketing director Richard Ilsley as saying, "There was a situation whereby Chaucer had an outstanding debt within Crunchies that we tried to convert into equity but that's old news. The new news is we have obviously reached a deal with Crunchies and their shareholders and we've now secured, with the support with Crunchies, the investment in their business. There was some miscommunication and discussions earlier on but as you can see everything is now resolved and we have a positive relationship going forward -- with the existing CEO and president Jim Lacey retained in the business, which is to all of our benefit." David Casey, writing for Insider Media Limited, relates that James Lacey will stay in Crunchies Food as president and chief executive. About Crunchies Food Crunchies filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 14-bk-11776) in Santa Barbara, California, on August 15, 2014. The case is assigned to Judge Peter Carroll. The Debtor has tapped David L. Neale, Esq., at Levene Neale Bender Rankin & Brill LLP, in Los Angeles, serves as counsel. For its legal services, the firm has agreed to accept $50,000. CT-1 HOLDINGS: SCIC May Revise Suit v. Saadat, Dist. Court Says --------------------------------------------------------------- District Judge Virginia A. Phillips ruled that bankruptcy court properly dismissed the threadbare complaint filed by Screen Capital International Corporation, acting on behalf of CT-1 Holdings Inc.'s estate, against Farhad Saadat. SCIC brought an adversary proceeding to avoid allegedly fraudulent transfers CT-1 made to Saadat. Judge Phillips said the lower court properly dismissed that lawsuit for failure to state a claim. However, she said the bankruptcy court erred if it denied SCIC an opportunity to amend its complaint because it thought any amendment would be time- barred. "To the extent that rationale was the basis of its decision, the bankruptcy court's judgment is reversed; on remand, it should offer SCIC the opportunity to file an amended complaint. If SCIC elects to file an amended complaint, the bankruptcy court should address the question of SCIC's standing to do so, and if necessary (at the appropriate time), the applicability of the broad release to SCIC's claims against Saadat," Judge Phillips said. A copy of Judge Phillips' October 27, 2014 Order is available at http://bit.ly/1pgtJF1from Leagle.com. Farhad Saadat is represented by: Alex M Weingarten, Esq. Eric J Bakewell, Esq. Logan Mitchell Elliott, Esq. Vartanoush Defterderian, Esq. VENABLE LLP 2049 Century Park East, Suite 2100 Los Angeles, CA 90067 Tel: 310-229-9900 Fax: 310-229-9901 E-mail: amweingarten@Venable.com ejbakewell@Venable.com lmelliott@Venable.com - and - Steven Frederick Werth, Esq. Victor A Sahn, Esq. SULMEYERKUPETZ APC 333 South Hope Street Thirty-Fifth Floor Los Angeles, CA 90071-1406 Tel: 213-617-5210 E-mail: swerth@sulmeyerlaw.com vsahn@sulmeyerlaw.com About Thinkfilm LLC CapCo Group LLC and four other companies controlled by David Bergstein are part of a wider network of entities that distribute and finance films. Among the approximately 1,300 films they have the rights to are "Boondock Saints" and "The Wedding Planner." Several creditors filed for involuntary Chapter 11 bankruptcy against the companies on March 17, 2010 -- CT-1 Holdings LLC (Bankr. C.D. Cal. Case No. 10-19927); CapCo Group, LLC (Bankr. C.D. Cal. Case No. 10-19929); Capitol Films Development LLC (Bankr. C.D. Cal. Case No. 10-19938); R2D2, LLC (Bankr. C.D. Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Cal. Case No. 10-19912). Judge Barry Russell presides over the cases. The Petitioners are represented by David L. Neale, Esq., at Levene Neale Bender Rankin & Brill LLP. Judge Barry Russell formally declared David Bergstein's ThinkFilm LLC and Capitol Films Development bankrupt on Oct. 5, 2010. Mr. Bergstein is being sued for tens of millions of dollars by nearly 30 creditors -- including advertisers, publicists and the Writers Guild West. Five Bergstein controlled companies have been named in the suit. CYRUSONE LP: Moody's Hikes Senior Unsecured Debt Rating to B1 ------------------------------------------------------------- Moody's Investors Service upgraded CyrusOne LP's (CONE) senior unsecured debt rating to B1 from B2 due to material improvement in the REIT's unencumbered asset base. Concurrently, Moody's withdrew the REIT's probability of default and loss given default assessments. Moody's also affirmed CONE's corporate family rating at B1 and revised the REIT's rating outlook to positive from stable. This revision reflects CONE's steady growth in scale and client base, modest leverage profile and strong fixed charge coverage and Moody's expectations of continued progress in these credit factors. The following rating was upgraded with a positive outlook: CyrusOne LP, Senior Unsecured debt B2 to B1 The following rating was affirmed with a positive outlook CyrusOne LP, Corporate Family Rating at B1 The following ratings were withdrawn: CyrusOne LP, senior unsecured debt (LGD4, 65%) CyrusOne LP, B1- PD Probability of Default assessment Ratings Rationale The upgrade of CONE's senior unsecured debt rating reflects the change in its capital stack due to the replacement of its $225 million secured revolver with a $450 million unsecured bank credit facility. The REIT also has a new $150 million unsecured term loan. With these new financing lines, unencumbered assets account for over 85% CONE's total assets, significantly improving the credit profile of the rated senior unsecured debt. CONE's portfolio has grown to 1.2 million CSF /183 MW at the end of 2Q2014 from 932 K CSF of space /119 MW of installed UPS at YE 2012 while maintaining a modest leverage profile and healthy fixed charge coverage ratio. The change in outlook for the ratings reflects Moody's expectation that revenue growth will follow capacity expansion and CONE will continue to manage its capital projects in a prudent manner. As of the second quarter 2014, CONE had leased 86% of its net leasable space to 648 clients including 139 Fortune 1000 companies. The largest 10 tenants account for 42% of rent base and the energy and information technology customers account for almost 60 % of revenues. With the projected growth in data center traffic, most players in the business are growing their capacity rapidly. Competition is likely to be intense but CONE, with its 25 data centers in 10 locations and a mix of enterprise and cloud computing clients, is well-positioned to grow its portfolio. CONE's profit margins have been weaker than that of its larger peers, in part due to its sales and marketing expenditure. Over the next few quarters, operating margins could also be affected by the change in portfolio mix with metered tenants, lower margin than full service clients, and accounting for a substantial majority of new leases. Additionally, income trends would likely be affected by higher depreciation and interest charges related to development and new debt financing. On the positive side, CONE has no significant debt maturities in the near term and the REIT's need to access new capital has probably been reduced with the new revolver and term loan. Moody's could consider upgrading CONE's ratings if the REIT is able to i) improve the occupancy rate on the stabilized assets to close to 90%; ii) gross assets greater than $2.0 billion and iii) top two sectors accounting for about 55% of revenues or lower. The outlook will likely be changed to stable if i) lease up of new facilities is lower than anticipated; ii) EBITDA margin drops below 40% and iii) net debt/EBITDA is higher than 5.0x on a sustained basis. The principal methodology used in this rating was Global Rating Methodology for REITs and Other Commercial Property Firms published in July 2010. Headquartered in Carrollton, TX, CyrusOne Inc, the parent of CyrusOne LP, is a real estate investment trust that owns, develops and operates enterprise-class, carrier-neutral data centers catering to customers in the retail and wholesale collocation markets. The company operates 25 data centers, owned and leased, mainly in Texas, Ohio and Arizona. Cincinnati Bell Inc. has a 5% stake in CyrusOne Inc.'s common equity in addition to 40.8% ownership interest in CyrusOne LP. DAVE & BUSTER'S: S&P Assigns 'B+' CCR; Outlook Stable ----------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to Dallas-based Dave & Buster's Entertainment Inc. The outlook is stable. At the same time, S&P raised the corporate credit rating to 'B+' from 'B' on Dave & Buster's Inc. and removed it from CreditWatch positive. S&P subsequently withdrew this rating. The recovery rating on the secured credit facilities remains '3', at borrower Dave & Buster's Inc., indicating S&P's expectation for meaningful (50% to 70%) recovery in the event of a payment default. The issue-level rating is 'B+'. "Dave & Buster's participates in the restaurant and out-of-home entertainment industries, which we believe remains intensely competitive. The company has maintained good performance in recent history, but it is a small-sized company that operates 70 stores," said credit analyst Andy Sookram. "We think the company has pursued a prudent approach to store development, by slowing new store growth during the last U.S. recession and accelerating store openings in the currently improving economy. It has thus far been able to secure attractive geographic locations, which has contributed to its good average unit volumes and profit margins." The stable rating outlook on Dave & Buster's incorporates S&P's expectation that credit metrics will improve in the next year on EBTIDA growth that arises from store initiatives. Specifically, S&P expects EBITDA to increase nd result in leverage in the mid-4x area in the next year and FFO to debt of about 14%. Downside scenario S&P could consider a negative rating action if EBITDA falls by about 10% because of negative same-store sales that result from heightened competitive pressures or poor execution of its store growth initiatives. Under these scenarios, leverage stays above 5x and FFO to debt declines to under 10%. Additional downside rating pressures would result from debt-funded shareholder remuneration that could be influenced by the controlling owner. Upside scenario An upgrade is unlikely given S&P's assessment of the company's business, which incorporates it small-sized store base and exposure to macroeconomic trends. Still, longer term, an upgrade could occur if the company executes a prudent store expansion strategy that results in leverage under 4x on a sustained basis and FFO to debt rises to around 20%. This would likely lead to a reassessment of the business risk profile as "fair" and the financial risk profile as "significant". DETROIT, MI: Files 8th Amended Debt Adjustment Plan --------------------------------------------------- Detroit has filed its latest bankruptcy plan to adjust $18 billion of debt and exit the biggest municipal bankruptcy in U.S. history. The latest plan contains amendments reflecting the city's agreement with the International Union, UAW, and Michigan AFSCME Council 25 to resolve their objections to the plan. International Union, which represents the city's employees, had objected to the city's proposal to cut the benefits for employees of the Detroit Library Commission. The union had said the employees shouldn't be included in the plan since the public library is a "separate and independent municipal corporation" that is not part of Detroit's bankruptcy filing. Meanwhile, AFSCME expressed concern the bankruptcy plan would affect benefits available to employees of the Detroit Regional Convention Facility Authority. Both unions dropped their objections following their agreement with Detroit. The latest changes to the plan won't affect creditors holding claims for post-employment benefits (other than pensions) since Detroit's agreement with the unions was already contemplated by the city's previous settlement with the retirees' committee, according to court filings. . Detroit's latest bankruptcy plan also contains amendments affecting the treatment of Class 9 claims. The amendments reflect a negotiated settlement and a holder of Class 9 claims agreeing to participate in a deal proposed under the plan to settle claims tied to the city's service contracts with pension funds. Classes 7, 12 and 14 won't be "adversely" affected by the latest amendments, according to court filings. U.S. Bankruptcy Judge Steven Rhodes in Michigan is expected on Nov. 7 to rule on Detroit's debt-adjustment plan. A full-text copy of the 8th amended plan is available for free at http://is.gd/x2PWTf Separately, the votes cast by holders of Class 9 and Class 14 had been re-tabulated after Detroit entered into agreements with Financial Guaranty Insurance Co. and Syncora Guarantee, Inc. to resolve their objections to the plan. The settlements, which are subject to court approval, contemplate that all votes cast by Syncora and FGIC will be deemed to be votes accepting the plan. An updated summary of the voting results is detailed in a declaration by Kurtzman Carson Consultants LLC, which is available for free at http://is.gd/UXqotn About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. * * * Standard & Poor's Ratings Services, on Sept. 5, 2014, raised its ratings on five bond CUSIPs of Detroit's outstanding sewerage disposal and water supply revenue bonds to 'BBB+' from 'D' as S&P indicated it would do in its report dated Aug. 28, 2014. The outlook is stable. The Troubled Company Reporter, on Oct. 10, 2014, reported that Moody's Investors Service has placed the City of Detroit's (MI) Certificates of Participation (COPs) Ca rating on review for possible downgrade. This action follows the recent settlement announcement between the city and Syncora, which insures a portion of the city's outstanding COPs. The settlement includes a cash payment, as well as extended and optional stakes in city owned assets. Moody's said it is likely that the recovery for creditors will be below 35% and as a result consistent with a C rating. The review will be resolved if and when a settlement with FGIC, the other main insurer of the city's COPs liabilities, is made public. DINEEQUITY INC: S&P Affirms 'B' CCR; Outlook Stable --------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'B' corporate rating on DineEquity Inc. The outlook remains stable. S&P then withdrew the rating at the company's request. S&P also withdrew the issue-level and recovery ratings on DineEquity's senior notes and existing senior secured credit facilities, which the company repaid with proceeds from its $1.4 billion securitized financing facility. DYNCORP INT'L: Moody's Lowers Corp. Family Rating to Caa1 --------------------------------------------------------- Moody's Investors Service has downgraded the ratings of DynCorp International Inc. ("DI"), including the Corporate Family Rating to Caa1 from B3. The rating outlook is stable. The CFR downgrade reflects lower than previously expected revenues, earnings, and cash flows through 2016. The stable outlook anticipates that the company's pending bank facility amendment transaction would restore an adequate liquidity profile. Ratings downgraded: Corporate Family, to Caa1 from B3 Probability of Default, to Caa1-PD from B3-PD $181 million first lien revolver due 2016, to B1, LGD2 from Ba3, LGD2 $187 million first lien term loan due 2016, to B1, LGD2 from Ba3, LGD2 $455 million senior unsecured notes due 2017, to Caa2, LGD5 from Caa1, LGD5 Speculative Grade Liquidity, to SGL-4 from SGL-3 (will revert to SGL-3 upon close of pending bank facility amendment transaction) Rating outlook: Stable Ratings Rationale The Caa1 CFR reflects a discouraging backlog trend and weak expected credit metrics. Revenues declined 30% over the 12 months ended June 27, 2014 and backlog declined by more than 20%. Revenues will probably decline an additional 20% to 25% in 2015 and the high contraction rate could be sustained through 2016 if backlog does not soon show better traction. Debt to EBITDA, on a Moody's adjusted basis, of over 6x by the end of 2014 and between 7x and 8x by the end of 2015 seems probable (up from 5.9x at June 27). Beyond contract wins, DI's ability to temper the leverage rise will depend on achievement of higher gross profit margin as revenues ebb, and reduction of SG&A expense. Gross profit margin percentage should rise as the company's Afghanistan-based work declines since work that is scheduled to wind down under DI's principal Afghanistan-based contract is of lower margin. But the extent of margin gain ahead seems less certain. Cash flow will almost surely weaken near term, with free cash flow to debt in the low single digit percentage range likely near term, versus the high single digit range of late. The Stable rating outlook considers that the pending credit facility amendment should provide DI flexibility to undertake its planned cost restructuring actions and marketing initiatives. The proposed amendment would loosen the financial covenant test thresholds substantially. Greater effective revolver borrowing capacity would follow despite an anticipated revolver commitment size reduction. The company's past and expected continuing focus on prepaying its term loan also supports the stable outlook. The Speculative Grade Liquidity rating of SGL-4 denotes weak liquidity due to the very high likelihood of a financial ratio covenant breach soon without the credit facility amendment. DI is likely holding less cash than the $150 million level on June 27, since debt prepayments and seasonal working capital increase occurred since then. At close of the pending amendment transaction, Moody's expects to raise the SGL-4 to SGL-3. The ratings would face downward pressure if liquidity adequacy is not soon restored, if cash flow interest coverage is low-- such as if Funds From Operations (FFO) plus interest to interest is expected at or below 1x, or if debt to EBITDA rises to the mid 8x level. Upward rating momentum would follow backlog stabilization, expectation of debt to EBITDA at or below the mid 6x level, and FFO plus interest to interest closer to 1.5x. The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 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. DynCorp International Inc., headquartered in McLean, VA, provides mission-critical support services outsourced by U.S. military, non-military U.S. governmental agencies and foreign governments. The company is an operating subsidiary of Delta Tucker Holdings, Inc., which is majority-owned by affiliates of Cerberus Capital Management, LP. Revenues for the twelve months ended June 27, 2014 were approximately $2.7 billion. EAGLE BULK: Oaktree Capital Holds 15.71MM Shares in Company ----------------------------------------------------------- Howard Marks' Oaktree Capital Management has disclosed in a new filing with the U.S. Securities and Exchange Commission that it holds around 15.71 million shares of Eagle Bulk Shipping Inc., representing almost 42% of Eagle Bulk's common stock. 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. As reported by the Troubled Company Reporter on Oct. 21, 2014, Eagle Bulk notified the Court that on Oct. 15, 2014, the Effective Date of its Prepackaged Plan of Reorganization occurred, and the Plan was substantially consummated. EDGENET INC: Disclosure Statement OK'd; Plan Hearing on Dec. 9 -------------------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware on Oct. 30, 2014, approved the disclosure statement explaining the liquidation plan of El Wind Down Inc., f/k/a Edgenet Inc., and its debtor affiliates, and scheduled a hearing to consider confirmation of the plan for Dec. 9, 2014, at 12:00 p.m. (prevailing Eastern Time). Any objections to the Plan must be filed by Dec. 1. As previously reported by The Troubled Company Reporter, the Debtors, on Oct. 27, amended their liquidation plan and disclosure statement to contain provisions regarding the plan administrator. The Amended Plan provides that while the Plan Administrator is empowered to assert Post-Effective Date Debtor Causes of Action on behalf of the Post-Effective Date Debtor, it is not anticipated that any claims or Causes of Action will be asserted, as it is believed that none exist which would enhance the Post-Effective Date Debtor's estate. To the extent that any Post-Effective Date Debtor Causes of Action is asserted under chapter 5 of the Bankruptcy Code, any recoveries, net of the payment of sums on account of any professional fees incurred in prosecuting those claims or Causes of Action will be paid to Holders of Allowed Class 4 Claims. To the extent an objection is filed to a claim prior to Oct. 31, 2014, unless the Claim is disallowed by order of the Bankruptcy Court on or before Oct. 31, 2014, the Holder of the Claim can file a motion under Rule 3018 of the Federal Rules of Bankruptcy Procedure to have that Claim allowed in a specific amount for purposes of voting on the Plan. A full-text copy of the Amended Disclosure Statement dated Oct. 27, 2014, is available at: http://bankrupt.com/misc/EDGENETds1027.pdf 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. ENERGY FUTURE: US Trustee Appoints Creditors' Committee ------------------------------------------------------- The U.S. Trustee for Region 3 appointed five creditors of Energy Future Holdings Corp. to serve on the official committee of unsecured creditors: (1) Mark B. Landon 170 South Parkview Avenue Columbus, OH 43209 Phone: 614-588-3607 (2) Brown & Zhou, LLC Attn. Mabel Brown c/o Belleair Aviation, LLC 565 Metro Place S., Suite 300 Dublin, OH 43017 Phone: 614-581-7858 (3) Peter Tinkham 1010 Wimberly Court Allen, TX 75013 Phone: 972-390-0171. (4) Shirley Fenicle c/o Kazan McClain Satterley & Greenwood PLC Attn: Steven Kazan 55 Harrison Street, Suite 400 Oakland, CA 94607 Phone: 510-302-1000 Fax: 510-835-4913. (5) David William Fahy c/o Early Lucarelli Sweeney & Meisenkothen LLC Attn: Ethan Early One Century Tower, 11th Floor 265 Church Street New Haven, CT 06510 Phone: 203-777-7799 Fax: 203-785-1671. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About 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: Says $4B Bondholder Appeal Would Torpedo DIP ----------------------------------------------------------- Law360 reported that Energy Future Holdings Corp. and Pacific Investment Management Co. urged U.S. District Judge Richard G. Andrews in Delaware not to overturn a $4 billion repayment deal in EFH's bankruptcy, saying that $2 billion in financing Pimco provided was contingent on the settlement and the "ship has sailed" on any opportunity for appeal by senior bondholders. According to the report, Energy Future told Judge Andrews that the hard-won deal can no longer be challenged. In September, EFH senior bondholders urged Judge Andrews to undo the deal, under which creditors holding Energy Future Intermediate Holding Co. LLC's 10 percent notes will receive a lower recovery in exchange for waiving potential make-whole claims for the early redemption of their debt compared to those holding $500 million in lower- interest first-lien notes. 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. EXIDE TECHNOLOGIES: Creditors Win Right to Propose Plan ------------------------------------------------------- Peg Brickley, writing for Daily Bankruptcy Review, reported that U.S. Bankruptcy Judge Kevin Carey in Wilmington, Del., approved a revised bankruptcy financing package for Exide Technologies Inc., but said he would allow junior creditors to float their own bankruptcy emergence plan. According to the DBR report, Judge Carey's ruling opens up the contentious Chapter 11 case of the distressed battery maker as it gets extended bankruptcy financing from a syndicate led by J.P. Morgan Chase & Co., but creditors can compete with the company over how to get Exide out of Chapter 11. Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the Official Committee of Unsecured Creditors appointed in Exide's case opposed an extension of maturity of the bankruptcy financing because the modified loan would give ownership to secured noteholders with a "ridiculously quick credit bid." According to the Bloomberg report, in return for extending the maturity of the existing loan to March 31, the bankruptcy lenders, including holders of pre-bankruptcy secured notes, will require either an agreement on a Chapter 11 plan or the start of a sale process by Nov. 17. The committee complained that there has been no marketing, so competitors won?t have enough time to participate effectively in the sale process, the Bloomberg report said. As previously reported by The Troubled Company Reporter, citing Daily Bankruptcy Review, the Creditors' Committee said they have lost confidence in the company's management to guide the battery maker safely through bankruptcy and has asked Judge Carey to help them get information about plans to sell the company. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. Exide disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. Schnader Harrison Segal & Lewis LLP was tapped as special counsel. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co-counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. Geosyntec Consultants was tapped as environmental consultants to the Committee. Robert J. Keach of the law firm Bernstein Shur as fee examiner has been appointed as fee examiner. He has hired his own firm as counsel. GLOBAL OUTREACH: Counsel Pins Dentons in Lender's Malpractice Suit ------------------------------------------------------------------ Charles Toutant at New Jersey Law Journal reports that Paul Rowe, Esq., at Greenbaum, Rowe, Smith & Davis, has filed on behalf of Mandelbaum Salsburg Lazris & Discenza a third-party complaint against Dentons and three of its attorneys -- John Cleary II, James Jasaitis and David Papier -- in a legal malpractice suit brought by the lender, hedge fund YA Global Investments, over a $41 million construction loan to Global Outreach, S.A., in 2007 that went into default. Law Journal relates that in 2011, YA Global sued Mandelbaum Salsburg and its attorneys, Barry Mandelbaum, Esq., and Michael Saffer, Esq. -- along with Carmine Campanile, Esq., at Commisa & Campanile; and accounting firms Wiss & Co., Casey, Townsend & Killian of Iselin, and Ceretta Keenan & Co., and their several individual accountants -- in the state court in New Jersey, claiming that in their representation of the Debtor, they helped the Debtor hide its financial problems. The report states that the case was later moved to federal court in Newark. Mandelbaum Salsburg, according to the report, claimed that the loan went bad because YA Global took the position that it was not obligated to perform due diligence. Law Journal states that Mandelbaum Salsburg brought claims for indemnification and contribution against Dentons, whose predecessor firm, Sonnenschein, Nath & Rosenthal, represented YA Global at the closing of the $41 million loan. Mandelbaum Salsburg said in the court filing that it incorporated the factual basis of the claims in YA Global's own suit against Dentons which was dismissed in Sept. 19, 2014. YA Global, Law Journal reports, filed a legal malpractice lawsuit against Dentons and attorneys Cleary, Jasaitis and Papier in April 2014, claiming that the Dentons attorneys negligently structured the loan in a manner that resulted in it being determined violative of New Jersey's criminal usury statute. According to Law Journal, YA Global also claimed that the lawyers failed (i) to advise it about the Debtor's possible bankruptcy, and (ii) to plan for that risk. Mandelbaum Salsburg said in its court filing that Dentons' conduct with respect to the loan renders it a joint tortfeasor under the New Jersey Joint Tortfeasors Contribution Law and the New Jersey Comparitive Negligence Act. According to the court filing, Mandelbaum Salsburg wants to seek a pro rata share against Dentons. Law Journal relates that if Mandelbaum Salsburg is found liable, its liability is secondary, vicarious and imputed to the negligence of Dentons. Mr. Rowe can be reached at: GREENBAUM, ROWE, SMITH & DAVIS LLP Metro Corporate Campus One P.O. Box 5600 Woodbridge, New Jersey 07095-0988 Tel: (732) 549-5600 Fax: (732) 476-2411 E-mail: prowe@greenbaumlaw.com YA Global is represented by: Allen L. Harris, Esq. Peter J. Frazza, Esq. BUDD LARNER, P.C. 150 John F. Kennedy Parkway Short Hills, NJ 07078-2703 Tel: (973) 379-4800 Fax: (973) 379-7734 E-mail: aharris@buddlarner.com pfrazza@buddlarner.com Headquartered in Morristown, New Jersey, Global Outreach, S.A. -- dba Global Outreach, Sociedad Anonima -- filed for Chapter 11 protection (Bankr. D.N.J. Case No. 09-15985) on March 12, 2009. Kasen & Kasen represents the Debtor in its restructuring effort. The Debtor estimated assets of $100 million to $500 million and debts of $50 million to $100 million. The U.S. Trustee for Region 3 appointed six creditors to serve on an official committee of unsecured creditors. GREAT WOLF: S&P Affirms 'B+' CCR & Revises Outlook to Negative -------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B+' corporate credit rating on Madison, Wis.-based Great Wolf Resorts Holdings Inc. and revised its rating outlook to negative from stable. At the same time, S&P affirmed its 'BB-' issue-level rating and '2' recovery rating on the company's first-lien senior secured debt, inclusive of the proposed $150 million add-on. The '2' recovery rating indicates S&P's expectation of substantial (70% to 90%) recovery in the event of payment default. Additionally, S&P assigned the company's proposed $120 million second-lien senior secured debt due 2021 its 'B-' issue-level rating and '6' recovery rating. The '6' recovery rating indicates S&P's expectation of negligible (0% to 10%) recovery in the event of payment default. The company will use proceeds from the proposed debt issuance to refinance about $60 million of mortgage debt and pay an approximate $200 million dividend to funds managed by an affiliate of its owners, private equity sponsor Apollo Global Management LLC. "The negative outlook revision reflects the expected increase in leverage in 2014 and 2015 as a result of the debt-financed dividend to Apollo," said Standard & Poor's credit analyst Carissa Schreck. Under S&P's current base-case forecast, it expects leverage to increase to the low-7x area at year-end 2014, from about the high- 5x area at June 30, 2014, and remaining above 6x through 2015. These leverage measures compare unfavorably to other 'B+' rated peers and S&P's current 6x leverage threshold for the current rating. Nonetheless, these levels are still in line with S&P's current "highly leveraged" financial risk assessment. The rating affirmation reflects S&P's belief that Great Wolf is likely to improve leverage below 6x in 2016 but is contingent upon a successful ramp up of its newly opened Great Wolf Lodge New England property (opened June 2014) and an increase in management fee revenue once the Great Wolf Lodge Garden Grove California property is developed and opened (expected late 2015). Good coverage of interest expense, which S&P believes will be in the mid-2x area through 2015 (inclusive of the proposed transaction), partly mitigates the higher leverage. S&P also continues to expect that Great Wolf will maintain its strong liquidity profile and that any cash outlay for maintenance capital or development activities will not meaningfully impair its expected liquidity position. Downside rating pressure is likely if Great Wolf's ramp up of its New England property takes longer than anticipated or is unsuccessful, or if the company funds an additional dividend to Apollo, resulting in leverage sustained above 6x over the next few years. "The rating also reflects our assessment of Great Wolf's "fair" business risk profile, incorporating its limited asset diversity, a reliance on consumer discretionary spending, and a high level of competition with other leisure activities for consumer discretionary income. In addition, the company's operations are in markets where land is more readily available for new construction with less onerous zoning restrictions compared with lodging peers in city center locations. Barriers to entry are also lower for potential water park competitors compared with Great Wolf's larger theme park peers. Its less-volatile operating performance during the recent downturn, compared with many of its lodging and theme-park peers, and the company's good brand recognitions as a value vacation, somewhat offset these negative rating factors," S&P noted. The negative rating outlook reflects S&P's expectation for credit measures to be weak in 2014 and 2015, with leverage expected over 6x, resulting from the proposed transaction. S&P could lower the rating if the company maintains leverage above 6x or if EBITDA coverage of interest expense deteriorates to below 2x. This could result from a slower than anticipated ramp up of the Great Wolf Lodge New England property, weaker than expected operating performance across its other properties, or an additional funded dividend to its owners. A revision of the outlook to stable would result from an improvement in leverage to below 6x and maintaining interest coverage above 2.5x. Additional consideration for higher ratings is unlikely given S&P's forecast for Great Wolf to remain highly leveraged over the next few years. Also, before a potential upgrade, S&P would need to be confident that the financial policy of Apollo for Great Wolf is aligned with maintaining leverage below 4.5x. HALTON BUSINESS: Creditors Meeting Slated for November 14 --------------------------------------------------------- The first meeting of creditors for Halton Business Institute Inc. will be held on Nov. 14, 2014, at 11:00 a.m., at Ernst & Young Tower, 222 Bay Street, 31st Floor in Toronto, Ontario. Ernst & Young can be reached at: Ernst & Young Tower c/o Franca Mazzulla 222 Bay Street, 31st Floor Toronto, Ontario M5K 1J7 Tel: 416 943 2327 Fax: 416 943 3300 The Company filed for bankruptcy in Canada on Oct. 29, 2014. HARRIS LAND: Has Until Today to Oppose Why Case Dismissal Option ---------------------------------------------------------------- The Bankruptcy Court directed Harris Land Development LLC to show cause, in writing, by Nov. 4, 2014, why its case must not be dismissed. According to the Court, the Debtor has not filed a plan by the extended deadline of Oct. 10. Harris Land Development LLC is a limited liability company organized to engage in the business of owning and managing numerous property in and around the St. Roberts, Missouri. Harris Land Development sought Chapter 11 protection (Bankr. W.D. Mo. Case No. 14-60554) in Springfield, Missouri, on April 28, 2014. The Debtor disclosed $16,534,000 in assets and $11,107,302 in liabilities as of the Chapter 11 filing. This is Harris Land's second trip to bankruptcy. The first bankruptcy was in September 2010 in In Re Harris Land Development, LLC, Case No. 10-62322 (Bankr. W.D. Mo.) The debtor continues to manage and operate its business as a debtor-in-possession. HARRISONBURG REDEVELOPMENT: Moody's Puts B2 Bond Rating on Review ----------------------------------------------------------------- Moody's Investors Service has placed the B2 rating of Harrisonburg Redevelopment & Housing Authority's Taxable Multi-Family Housing Revenue Bonds (Huntington Village Apts), Series 2001B under review for downgrade. $1,295,000 of outstanding debt affected. Summary Rating Rationale Continued low-interest rate environment has furthered the deterioration in the bond program's financial position and cash flow insufficiency is projected as early as 8/1/2019. The review will include expected recovery in the event of default. Strengths * Mortgage is enhanced by a Fannie Mae Credit Enhancement Instrument which is backed by the full faith and credit of the US (Aaa stable) Challenges * Revenues cease on 5/1/2019 when mortgage matures but final bond maturity occurs 15 months later on 8/1/2020. * Relatively short time to bond maturity does not allow for rising interest rates to improve performance in a material way. What Could Change the Rating UP -- An infusion of assets that increases asset-to-debt ratio to above 100% and eliminates an projected revenue insufficiency. What Could Change the Rating DOWN -- Expected recovery that is below that indicated by current rating. Methodology The principal methodology used in this rating was US Stand-Alone Housing Bond Programs Secured by Credit Enhanced Mortgages published in December 2012. HORTON & BARBER: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Horton & Barber Construction Services, LLC 9602 Traverse Way Fort Washington, MD 20744 Case No.: 14-26864 Nature of Business: Construction Services Chapter 11 Petition Date: October 31, 2014 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Hon. Wendelin I. Lipp Debtor's Counsel: Morgan William Fisher, Esq. LAW OFFICES OF MORGAN FISCHER LLC 172 West St. Annapolis, MD 21401 Tel: 410-626-6111 Fax: 410-267-8072 Email: bk@morganfisherlaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Paul Horton, member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb14-26864.pdf HOUSTON REGIONAL: Judge Approves Restructuring Plan --------------------------------------------------- Tom Corrigan, writing for Daily Bankruptcy Review, reported that U.S. Bankruptcy Judge Marvin Isgur in Houston has approved the restructuring plan that will hand control of Comcast SportsNet Houston, a regional sports network, to DirecTV and AT&T Inc. According to the report, the plan, which Judge Isgur approved over the objections of Comcast Corp., will shut down the network and then relaunch it under the name Root Sports Houston. As previously reported by The Troubled Company Reporter, citing Chron.com, attorneys for the Debtor asked the bankruptcy court for more time to submit final modifications to the Chapter 11 plan as parties negotiate on the terms of the transfer of furniture, fixtures and equipment -- valued at $7.5 million and part of the collateral securing a $100 million loan extended by Comcast -- to the new network. About Houston Regional Sports Network An involuntary Chapter 11 bankruptcy petition was filed against Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013. The involuntary filing was launched by three units of Comcast/NBC Universal and a television-related company. The petitioners are: Houston SportsNet Finance LLC, Comcast Sports Management Services LLC, National Digital Television Center LLC, and Comcast SportsNet California, LLC. The petitioning creditors have filed papers asking the Bankruptcy Judge to appoint an independent Chapter 11 trustee "to conduct a fair and open auction process for the Network's business assets on a going concern basis." Houston Regional Sports Network is a joint enterprise among affiliates of the Houston Astros baseball team, the Houston Rockets basketball team, and Houston SportsNet Holdings, LLC -- "Comcast Owner" -- an affiliate of Comcast Corporation. The Network has three limited partners -- Comcast Owner, Rockets Partner, L.P., and Astros HRSN LP Holdings LLC. The primary purpose of Houston Regional Sports Network is to create and operate a regional sports programming service that produces, exhibits, and distributes sports programming on a full-time basis, including live Astros and Rockets games within the league- permitted local territories. Counsel for the petitioning creditors are Howard M. Shapiro, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster, Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at Davis Polk & Wardwell LLP. Judge Marvin Isgur presides over the case. The Network was officially placed into Chapter 11 bankruptcy pursuant to a Feb. 7 Order for Relief. It has won approval to hire Haynes and Boone, Charles A. Beckham, Jr., Esq., Henry Flores, Esq., Abigail Ottmers, Esq., and Christopher L. Castillo, Esq., as counsel. It also hired Conway MacKenzie, Inc., as financial advisor. Harry Perrin, Esq., represents Astros owner Jim Crane. Alan Gover, Esq., represents the Rockets. The Astros are represented by Richard B. Drubel, Esq., Colleen A. Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller & Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies, Schiller & Flexner in Washington, DC. Comcast Corporation and NBCUniversal Media, LLC, are represented by Vincent P. Slusher, Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger, Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq., and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP. Attorney for McLane Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq., at Fisher Boyd & Huguenard, LLP. HOVNANIAN ENTERPRISES: Fitch Assigns CCC Rating on $200MM Notes --------------------------------------------------------------- Fitch Ratings has assigned a 'CCC/RR6' rating to Hovnanian Enterprises, Inc.'s (NYSE: HOV) proposed offering of $200 million principal amount of senior unsecured notes due 2019. The notes issue will be ranked on a pari passu basis with the company's existing senior unsecured notes. Net proceeds from the offering will be used for general corporate purposes, including land acquisition and land development. The Rating Outlook is Stable. KEY RATING DRIVERS The rating for HOV is influenced by the company's execution of its business model, land policies, and geographic, price point and product line diversity. Risk factors include the cyclical nature of the homebuilding industry, the company's high debt load and high leverage. The Stable Outlook reflects HOV's operating performance, adequate liquidity position, and moderately better prospects for the housing sector in 2014 and 2015. THE INDUSTRY Housing metrics all showed improvement in 2013. However, what began as an untypically moderate housing recovery has decelerated further since late 2013. For the first nine months of 2014, existing home sales fell 4.9%, while new home sales grew 1.7%. Single-family housing starts increased 3.8% during the Jan.-Sept. year-to-date (YTD) period. To reflect the subpar spring selling season, as well as the more guarded expectation for the next few months, Fitch tapered its 2014 macro housing forecast. Single-family starts are projected to improve 3% to 636,000 and multifamily volume should grow about 17.5% to 361,000. Total 2014 starts should approximate 1 million. New home sales are forecast to advance about 1.5% to 436,000, while existing home sales volume is expected to decline 6% to 4.785 million, largely due to fewer distressed homes for sale. Housing activity is likely to ratchet up more sharply in 2015 with the support of a steadily growing economy throughout the year. The unemployment rate should continue to move lower (averaging 5.8% in 2015). Credit standards should steadily, moderately ease throughout next year. Demographics should be more of a positive catalyst. More of those younger adults who have been living at home should find jobs and these 25- to 35- year olds should provide some incremental elevation to the rental and starter home markets. Total housing starts are projected to expand 14% to 1.14 million as single-family starts advance 18% and multifamily volumes gain 7%. New home sales should grow 18%, while existing home sales rise 5%. CREDIT METRICS Debt to EBITDA for the latest 12 months (LTM) ending July 31, 2014 was 10.3x compared with 10.1x at the end of fiscal 2013 and 16.5x at the end of fiscal 2012. EBITDA to interest coverage was 1.3x for the July 31, 2014 LTM period compared with 1.2x for fiscal 2013 and 0.7x in fiscal 2012. Fitch expects HOV's leverage will increase slightly as a result of the proposed offering. HOV's leverage is projected to be between 10.5x and 11.0x while interest coverage is expected to settle at around 1.25x - 1.50x at the end of fiscal 2014. HOV's HOMEBUILDING OPERATIONS HOV reported improved revenues so far this year. Homebuilding revenues increased 9.2% for the first nine months of fiscal 2014 as home deliveries grew 2.1% and the average sales price advanced 8.1% compared with the same period last year. The homebuilding gross margin (including interest and excluding impairment charges) also improved during the 2014 YTD period, growing 150 basis points (bps) to 17.5% compared with 16% during the first nine months of 2013. On the other hand, new home orders have been weak so far this year. New home orders fell 1.8% for the first nine months of the year, and orders for the third quarter of 2014 were 6.3% lower year-over-year (YOY). HOV ended the third quarter with 2,569 homes in backlog (up 4.7% YOY) with a value of $1.026 billion (up 14.3% YOY). LIQUIDITY As of July 31, 2014, HOV had $176.6 million of unrestricted cash and $49.5 million of availability under its $75 million unsecured revolving credit facility maturing in 2018. Total liquidity at the end of the quarter was $226.1 million, which is close to the upper-end of HOV's liquidity target of $170 million - $245 million (cash plus revolver availability). The proposed $200 million debt offering will further enhance the company's liquidity position. The company's debt maturities are well-laddered, with about $61 million maturing in 2015 and $259 million coming due in 2016. LAND STRATEGY At July 31, 2014, the company controlled 37,999 lots (including unconsolidated joint ventures), of which 47% were owned and the remaining lots controlled through options and joint venture partnerships. Based on total LTM closings (including unconsolidated JVs), HOV controlled 6.5 years of land. The company owned roughly 3.1 years of land based on consolidated LTM closings. As is the case with other public homebuilders, the company is rebuilding its land position and trying to opportunistically acquire land at attractive prices. Total lots controlled increased 15.9% YOY. HOV spent roughly $424.5 million on land purchases and development activities for the first nine months of fiscal 2014. This compares to $502 million spent on land and development activities during fiscal 2013 and $364 million expended during fiscal 2012. For the LTM period ending July 31, 2014, HOV reported cash flow from operations of negative $203 million. During fiscal 2013, HOV reported cash flow from operations of $9.3 million. Fitch expects HOV's fiscal 2014 cash flow from operations will approximate the negative cash flow reported for the LTM period. Nevertheless, Fitch expects the company will have liquidity that is above its stated target range, particularly if the company completes the proposed notes offering. RATING SENSITIVITIES Future ratings and Outlooks will be influenced by broad housing- market trends as well as company specific activity, such as trends in land and development spending, general inventory levels, speculative inventory activity (including the impact of high cancellation rates on such activity), gross and net new order activity, debt levels and especially free cash flow trends and uses, and the company's cash position. HOV's ratings are constrained in the intermediate term because of relatively high leverage metrics. However, positive rating actions may be considered if the recovery in housing is maintained and is meaningfully better than Fitch's current outlook, HOV shows continuous improvement in credit metrics (particularly debt-to- EBITDA consistently below 8x and interest coverage above 2x), and preserves a healthy liquidity position. A negative rating action could be triggered if the industry recovery dissipates; HOV's 2015 revenues drop high-teens while the pretax loss approaches 2012 levels; and HOV's liquidity position falls sharply, perhaps below $125 million. Fitch currently rates HOV as follows with a Stable Outlook: -- Long-term Issuer Default Rating (IDR) 'B-'; -- Senior secured first lien notes due 2020 'B+/RR2'; -- Senior secured notes due 2021 'CCC+/RR5'; -- Senior secured second lien notes due 2020 'CCC/RR6'; -- Senior unsecured notes 'CCC/RR6'; -- Exchangeable note units due 2017 'CCC/RR6'; -- Series A perpetual preferred stock 'CCC-/RR6'. Fitch's Recovery Rating (RR) of 'RR2' on HOV's senior secured first-lien notes indicates good recovery prospects for holders of these debt issues. The 'RR5' on the senior secured notes due 2021 indicates below-average recovery prospects in a default scenario. The 'RR6' on HOV's senior secured second-lien notes, senior unsecured notes, senior subordinated notes and preferred stock indicates poor recovery prospects in a default scenario. HOV's exposure to claims made pursuant to performance bonds and the possibility that part of these contingent liabilities would have a claim against the company's assets were considered in determining the recovery for the unsecured debtholders. Fitch applied a going concern valuation analysis for these RRs. HOVNANIAN ENTERPRISES: Moody's Rates $200MM Unsecured Notes Caa1 ---------------------------------------------------------------- Moody's Investors Service affirmed the Corporate Family Rating of Hovnanian Enterprises, Inc. at B3 and Probability of Default rating at B3-PD. Concurrently, Moody's assigned a Caa1 rating to the company's proposed $200 million unsecured notes and affirmed the company's first lien notes at Ba3, second lien notes at B3, unsecured notes Caa1, and preferred stock at Caa2. Moody's also affirmed Hovnanian's Speculative-Grade Liquidity (SGL) assessment at SGL-3. The ratings outlook is stable. The proceeds from the proposed up to $200 million senior unsecured notes are expected to be used for general corporate purposes, including land acquisition and land development. The following rating actions were taken for Hovnanian Enterprises, Inc. and K. Hovnanian Enterprises, Inc.: $200 million proposed senior unsecured notes due 2019, assigned Caa1 (LGD5); Corporate Family Rating, affirmed at B3; Probability of Default Rating, affirmed at B3-PD; First lien senior secured notes, affirmed at Ba3 (LGD2); Second lien senior secured notes, affirmed at B3 (LGD3); Senior unsecured notes, affirmed at Caa1 (LGD5); Preferred stock, affirmed at Caa2 (LGD6); Senior unsecured shelf, affirmed at (P)Caa1; Speculative grade liquidity assessment affirmed at SGL-3. All of K. Hovnanian Enterprises' debt is guaranteed by its parent company, Hovnanian Enterprises, Inc. and its restricted operating subsidiaries. Ratings Rationale The B3 Corporate Family Rating reflects Hovnanian's elevated debt levels, with pro forma adjusted homebuilding debt/capitalization at 129% as of July 31, 2013 and negative cash flow generation as the company continues to buy land. By the end of fiscal 2014, Hovnanian's adjusted homebuilding debt/capitalization is expected to benefit from the reversal of deferred tax asset (DTA) valuation. Moody's projects the adjusted homebuilding debt/capitalization to be slightly below 80% by the end of 2015 after taking into consideration the DTA valuation allowance reversal. At the same time, the rating is supported by the impressive strength being shown by the homebuilding industry; the improvement in Hovnanian's operating performance, including growing revenues and improving gross margins; and Hovnanian's return to profitability on a net income basis. Moody's anticipates the company's credit metrics and profitability to continue to improve in fiscal 2015. The company's SGL-3 speculative grade liquidity assessment reflects the company's adequate liquidity profile, supported by the absence of significant debt maturities until 2016. The stable ratings outlook reflects expected improvement in Hovnanian's operating performance, including growing revenues, increasing gross margins, and the growing profitability. The ratings could be lowered if the company were to materially deplete its liquidity either through operating losses or through a substantial investment or other transaction. The ratings could be upgraded if the company's adjusted debt to capitalization remains comfortably below 60% and the company were to generate sizable amounts of operating cash flow, maintain profitability on a net income basis, or receive a significant infusion of equity capital. The principal methodology used in these ratings was Global Homebuilding Industry published in March 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. Established in 1959 and headquartered in Red Bank, New Jersey, Hovnanian Enterprises, Inc. designs, constructs and markets single-family detached homes and attached condominium apartments and townhouses. HOVNANIAN ENTERPRISES: S&P Assigns 'CCC' Rating on $200MM Notes --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'CCC' rating and '6' recovery rating to U.S. homebuilder Hovnanian Enterprises Inc.'s (HOV) proposed $200 million senior notes due 2019. S&P's '6' recovery rating indicates our expectation for a negligible (0% to 10%) recovery in the event of default. The notes will be issued by wholly owned K. Hovnanian Enterprises Inc.and guaranteed by HOV and existing and future restricted subsidiaries. The company intends to use the net proceeds for general corporate purposes, with proceeds to initially bolster cash holdings and ultimately fund land investments to drive new community openings. As a result of this debt increase, leverage will remain very high, in excess of 10x in 2014 and could remain elevated near 9x to 10x in 2015. The debt issue would provide HOV with additional liquidity to perhaps fund a greater proportion of investments in land and community development directly versus through more costly land banking arrangements and enhance profitability over the next few years, as well as fund its next debt maturity in Oct. 2015 when $60 million of 11.875% senior notes mature. S&P's 'B-' ratings on HOV are unchanged and continue to reflect the company's "highly leveraged" financial risk profile because of a heavy debt load and weak credit measures. S&P do acknowledges that HOV has been successful in extending its debt maturities and maintaining adequate liquidity (including cash remaining above its minimum target of $170 million). S&P views the company's business risk profile as "weak" owing to the cyclical nature of the homebuilding industry, as well as HOV's slower recovery relative to peers and weaker financial flexibility requiring the company to carefully manage its liquidity as it competes for land to grow the platform and improve profitability. HOV returned to profitability in 2013 and S&P expects flat to modest improvement in 2014. Although HOV's gross margins have improved, its scale continues to weigh on overhead, which has increased due to an increase in headcount. As HOV grows community count and housing continues to recover, S&P expects volume will grow and provide operating leverage that will strengthen EBITDA margins. The stable outlook reflects S&P's expectation that housing will continue to recover and its view that HOV will be able to increase volume and slowly enhance profitability and EBITDA over the next one to two years, although the balance sheet will remain highly leveraged. S&P expects HOV to manage its land expenditures and maintain adequate liquidity. While unlikely in the near term and based on S&P's current expectations, it would consider lowering its rating on HOV if deteriorating housing conditions and increasing land expenditures eroded cash well below the low end of its $170 million target and if market conditions to refinance its 2015/2016 maturities appear tenuous. While unlikely over the next 12 to 18 months, S&P could raise its rating on HOV if profitability strengthens faster than expected and is sustained, while debt leverage approaches the low end of "highly leveraged" (debt to EBITDA closer to 5x to 6x and debt to capital near 60%) and interest coverage approaches 2x. Moreover, S&P would like to see the company balance its growth initiatives and land acquisitions, while maintaining good liquidity. RATINGS LIST Hovnanian Enterprises Inc. Corporate Credit Rating B-/Stable/-- New Rating K. Hovnanian Enterprises Inc. $200 mil. senior notes due 2019* CCC Recovery Rating 6 *Guaranteed by Hovnanian Enterprises Inc. IBCS MINING: Asks Court to Approve Bidding Procedures ----------------------------------------------------- IBCS Mining Inc., Kentucky Division, is asking the U.S. Bankruptcy Court for the Western District of Virginia to approve bidding procedures for the sale of most of its assets. The company plans to sell most of its assets through an auction, with Southern Coal Corp.'s offer serving as the "stalking horse" bid or the lead bid. Southern Coal offered to purchase the assets for $1.5 million, which will be paid in cash at the closing of the sale. The company will receive a 5% breakup fee if another bidder wins the auction for the assets, which include all fee property owned by IBCS. The terms of Southern Coal's offer are detailed in a court filing, which can be accessed for free at http://is.gd/IW91JN Southern Coal previously made a $2.5 million offer for the assets. The company revised the terms of its offer after the original bid drew flak from secured creditor Branch Banking and Trust Co. and Wells Fargo Bank Northwest, N.A. The banks argued that the original offer did not reflect "fair value" for the assets and that the 5% breakup fee is excessive, according to court filings. IBCS will hold an auction on Nov. 20 if it receives offers from other interested buyers who are required to submit their bids on or before Nov. 18. The company expects the sale of its assets to close in December. The bankruptcy court will hold a hearing on Nov. 3, at 10:00 a.m. to consider approval of the bidding procedures, and another hearing on Nov. 21 to consider the sale of the assets to the winning bidder. About IBCS Mining IBCS Mining, Inc., and IBCS Mining, Inc., Kentucky Division, filed separate Chapter 11 bankruptcy petitions (Bankr. W.D. Va. Case Nos. 14-61215 and 14-61216) on June 27, 2014. Edmund Scarborough signed the petition as president. Hirschler Fleischer, P.C., serves as the Debtors' counsel. The Court on July 8, 2014, authorized the joint administration of the cases. The cases are assigned to Judge Kevin R. Huennekens. IBCS Mining estimated assets and debts of at least $10 million. IBCS Mining Inc. disclosed $6,914,815 in assets and $7,279,157 in liabilities. The U.S. Trustee for Region 4 appointed two creditors to serves in the Official Committee of Unsecured Creditors. KENNETH HARDIGAN: Order Denying Chapter 11 Conversion Upheld ------------------------------------------------------------ District Judge J. Randal Hall in Savannah, Georgia, affirmed the Bankruptcy Court's March 29, 2013 Order denying Suntrust Bank's and the United States Trustee's motions to convert Kenneth R. Hardigan's Chapter 7 filing to a Chapter 11 or, in the alternative, to dismiss. Because the Bankruptcy Court did not err in refusing to convert the Chapter 7 case to one under Chapter 11 and did not err in applying the totality of the circumstances test when assessing abuse, the Court upholds the Bankruptcy Court's Order. Mr. Hardigan is a cardiologist residing in Savannah, Georgia. He filed his Chapter 7 petition for bankruptcy (Bankr. S.D. Ga. Case No. 12-40484) on March 7, 2012. His debts are primarily consumer in nature. A copy of the Court's Oct. 29, 2014 Order is available at http://bit.ly/1o7GBw5from Leagle.com. KENNY G: Appeals Court Modifies Opinion in "Emein" Case ------------------------------------------------------- The Court of Appeals of California, Second District, Division Five, issued an order modifying its earlier opinion in the case, SHADI EMEIN et al., Plaintiffs and Respondents, v. KENNETH GHARIB, Defendant and Appellant, No. B248352 (Cal. App.). The Oct. 20 opinion is modified by changing footnote 8 on page 10 to read as follows: "Gharib also argues that if the trial court properly accelerated the installment payments, it nevertheless erred in failing to award those payments at their net present value rather than at their full stated value. Because we hold that the trial court erred in accelerating the payment of future installment payments, we need not reach this issue." There is no change in judgment. As reported by the Troubled Company Reporter on Oct. 23, Shadi Emein, individually and in her capacity as trustee of the EM Trust, and her husband Kami Emein obtained in a court trial a judgment of $1,796,625.50 against Kenneth Gharib for breach of a settlement agreement and mutual release arising from prior litigation between the Emeins and Gharib and a corporation Gharib controlled, Kenny G. Enterprises, LLC. The settlement agreement called for installment and other payments to the Emeins totaling $1.5 million. At trial, the parties introduced different documents that they purported to be the settlement agreement. Under the document the Emeins introduced, both Gharib and KGE were liable for the $1.5 million. The Emeins' document bore the parties' original signatures. Under the document Gharib introduced, only KGE, and not Gharib, was liable for the $1.5 million. Gharib's document bore copied signatures. The trial court found that Exhibit 1 was the operative settlement agreement. After the trial court rendered its verdict but before it entered judgment, Gharib moved to reopen his case-in-chief, claiming that he had found his signed original copy of the settlement agreement under which only KGE, and not Gharib, was liable. The trial court denied the motion. On appeal, Gharib contends that the trial court abused its discretion in denying his motion to reopen his case-in-chief. Alternatively, he contends that the trial court erred in accelerating the payments due under the settlement agreement. In the Oct 20 decision available at http://is.gd/zMp9uhfrom Leagle.com, the Appeals Court affirmed the trial court's denial of Gharib's motion to reopen his case-in-chief, reversed the trial court's damages award, and remanded the matter to the trial court for a recalculation of damages, including interest. Kenny G Enterprises, LLC, based in Irvine, Calif., filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 11-24750) in Santa Ana on Oct. 24, 2011. Perry Roshan-Zamir, Esq., at the Law Offices Of Perry Roshan-Zamir, served as counsel. In its petition, the Debtor did not declare estimated assets but said debts are between $1 million to $10 million. The petition was signed by Kenneth Gharib, managing member. At that time of the bankruptcy filing, the bankruptcy estate's property included the residence located at 10 Horseshoe Court, Hillsborough, California. On Nov. 14, 2012, the Debtor filed a reorganization plan. The Bankruptcy Court confirmed the plan on Jan. 3, 2013. Paragraph VII(a) of the plan, consistent with bankruptcy law, revested the Hillsborough property in the Debtor. LAND RESOURCE: National Union Defeats Suit Over Real Estate Deal ---------------------------------------------------------------- Law360 reported that U.S. District Judge Roy B. Dalton in Florida granted National Union Fire Insurance Co. of Pittsburgh, Pa.'s motion for summary judgment in a lawsuit suit filed by two insurers seeking coverage for a $40 million settlement in an underlying real estate dispute involving Land Resource LLC. According to the report, Judge Dalton ruled that a directors and officers liability policy National Union extended to Land Resource excludes negligence claims against its chief executive officer, James Robert Ward. The plaintiffs, Bond Safeguard Insurance Co. and Lexon Insurance Co., had alleged that National Union failed to indemnify Ward and improperly denied coverage to his bankrupt real estate company, the report related. The case is Bond Safeguard Insurance Co. et al. v. National Union Fire Insurance Co. of Pittsburgh, Pa., case number 6:13-cv-00561, in the U.S. District Court for the Middle District of Florida. About Land Resource Headquartered in Orlando, Florida, Land Resource LLC -- http://www.landresource.com-- developed residential communities, including coastal, lakefront and mountain locations in Georgia, North Carolina, West Virginia, Tennessee and Florida. The Company and its affiliates filed for Chapter 11 protection on October 30, 2008 (Bankr. M.D. Fla. Lead Case No. 08-10159). Jordi Guso, Esq., at Berger Singerman, P.A., in Miami, Florida, and Richard D. Sierra, Esq., at Kosto & Rotella PA, in Orlando, Florida, were counsel to the Debtors. Jeffrey I. Snyder, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, in Miami, Florida, represented the Committee of Creditors Holding Unsecured Claims as counsel. The Company listed assets of $100 million to $500 million and debts of $50 million to $100 million. Trustee Services Inc. is the Debtors' notice, claims and balloting agent. LEA POWER: Fitch Affirms 'BB+' Rating on Sr. Notes; Outlook Stable ------------------------------------------------------------------ Fitch Ratings has affirmed Lea Power Partners, LLC's (LPP) $305.4 million senior secured notes due 2033 at 'BB+'. The Rating Outlook is Stable. The affirmation at 'BB+' is due to performance near base case expectations through the third quarter of 2014 (3Q'14) under the project's fixed-price tolling style agreement with Southwestern Public Service (SPS). The tolling agreement provides revenue stability for LPP while mitigating supply risk. Operating costs have remained relatively stable following an increase from original expectations. The project has operated in line with revised projections, consistent with the 'BB+' rating. KEY RATING DRIVERS Stable Revenue Profile -- Revenue Risk: Midrange The project is supported by a 25-year tolling agreement with SPS under which SPS purchases capacity, energy and ancillary services through 2033. Capacity payments provide roughly 80%-90% of the total revenues at a fixed price over the power purchase agreement (PPA) term. SPS is rated 'BBB' with a Stable Outlook by Fitch. Mitigated Supply Risk -- Supply Risk: Stronger The PPA with SPS is structured as a tolling agreement, largely eliminating price and volume risks associated with natural gas supply as SPS is responsible for providing the fuel to the project site. Stabilized Operating Performance -- Operating Risk: Midrange The project has maintained high availability, strengthening already contracted revenues through the generation of dispatch availability revenues. Despite historic variability during major overhaul years, the Long Term Service Agreement (LTSA) with Mitsubishi helps to smooth operating costs over the contract term, set to expire in 2022. Typical Debt Structure -- Debt Structure: Midrange Debt structure features include a six-month debt service reserve, working capital reserve and a major maintenance reserve based on 100% of the current year overhaul expenses and 50% of the following year's expenses which Fitch views as typical for a thermal power project. Adequate Debt Service Coverage Despite early operational challenges that pushed debt service coverage ratios (DSCR) to near breakeven, historical DSCRs have averaged 1.25x since 2008 with budgeted 2014 DSCR of 1.39x. Under rating case conditions, which incorporate a 10% increase to operations and maintenance expenses as well as increased outages with 95.1% availability, DSCRs are projected to average 1.37x with a minimum of 1.20x through debt maturity. Comparable to Peers Lea Power's DSCR profile is in line with publicly rated Fitch peers, Juniper Generation, LLC and CE Generation, LLC. Juniper Generation (rated 'BB+' with a Stable Outlook) has faced cost challenges, similar to Lea Power with a DSCR profile that averages 1.25x under rating case conditions. CE Generation (rated 'BB-' with a Negative Outlook) is exposed to market based pricing and faces structural subordination, resulting in a lower DSCR profile and debt rating. RATING SENSITIVITIES -- Operating Performance Shortfall: A significant and sustained change to the operating performance and availability of the project reducing financial cushion below 1.30x could result in a downgrade. -- Cost Profile Changes: Persistent operating costs above 10% could negatively affect the rating, while sustained long term cost reductions could result in improved project cash flow consistent with a higher rating level. PROJECT UPDATE Project performance has remained in line with base case expectations with DSCRs of 1.41x for full year 2013 and 1.39x for budgeted 2014. Fitch notes that the roughly $2.5 million increases in O&M expenses during 2013 and 2014 compared to 2012 is due to the revised funding mechanism for the major maintenance reserve account, and are offset by a reduced funding requirement for the corresponding years. Also of note, the reduced property tax expense during 2014 is a result of a statutory allowance for semi-annual property tax payments. The remaining 50% of the cost will be paid during 2015. Revenues, output and cash flow have remained relatively stable through 3Q'14 with a slight reduction to the expected annual 2014 capacity factor (61% compared to 63% during 2013) due to the major overhaul that is set to take place during 4Q'14. The project derives the majority of revenues from capacity payments, lowering the risk of default due to reduced output. The project will be undergoing major maintenance for an estimated 30-day period beginning in late Oct. The outage will include all major inspections with upgrades on the two combustion turbines. As a result of these major overhauls, the project is expected to increase output from improved turbine operations. The overhaul is mainly funded by the long term service agreement with Mitsubishi as well as the major maintenance reserve fund. Incremental costs, including cranes, overtime labor and special tools are born by the project but are expected to be recouped by increased capacity revenues following the overhaul. The project consists of a 604 megawatt natural gas fired, combined-cycle electric generating facility selling energy and capacity under a 25-year PPA with SPS. SPS purchases capacity at a fixed price and obtains full dispatch rights over the facility. LPP is reimbursed for nonfuel variable operating costs through a separate fixed-price energy payment. The PPA is structured as a tolling agreement, and SPS is responsible for providing natural gas fuel. SPS is a fully integrated, investor-owned electric utility serving New Mexico and parts of Texas. The project entered into an LTSA with Mitsubishi Power Systems Americas, Inc. in 2011 which is set to expire in 2022 based on projected run hours. FREIF North American Power I, LLC owns a 100% indirect equity interest in LPP and provides the $13 million liquidity reserve letter of credit. M/I HOMES: Fitch Withdraws B+ Rating on $350MM Sr. Unsec. Notes --------------------------------------------------------------- Fitch Ratings has withdrawn its 'B+/RR3' rating on M/I Homes Inc.'s (NYSE: MHO) proposed offering of $350 million aggregate amount of senior unsecured notes in two series. On Oct. 27, 2014, MHO announced that it has withdrawn its previously announced offering of $350 million aggregate principal amount of senior notes in response to market conditions and also terminated its previously announced cash tender offer to purchase any and all of its outstanding 8.625% senior notes due 2018. MACKEYSER HOLDINGS: Has Until Jan. 16 to File Plan -------------------------------------------------- Judge Christopher Sontchi of the U.S. Bankruptcy Court for the District of Delaware extended until Jan. 16, 2015, the period by which Mackeyser Holdings, LLC, et al., have exclusive right to file a plan and until March 17, 2015, the period by which they have exclusive right to solicit acceptances of that plan. The Debtors' current exclusive plan filing period expired on Oct. 18. The Debtors said in court papers that they need more time to allow them to file a plan as they already entered into a global settlement with the Official Committee of Unsecured Creditors and their DIP Lenders, which settlement provides that a Chapter 11 liquidating plan will be filed and be effective on or before March 31, 2015. About MacKeyser Holdings MacKeyser Holdings, LLC and its operating affiliates -- American Optical Services, LLC, and Exela Hearing Services, LLC -- manage integrated eye care and hearing systems providers with over 80 optical retail, optometry and ophthalmology locations in 14 states. Within certain of the Company's locations, dedicated audiology and dispensing staff conduct diagnostics, fitting and dispensing of hearing systems. MacKeyser Holdings, LLC, American Optical Services, Inc. and their affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 14-11528 to 14-11550) on June 20, 2014. David R. Hurst, Esq., and Marion M. Quirk, Esq., at Cole, Schotz, Meisel, Forman & Leonard, PA. The Debtors' financial advisor is GlassRatner Advisory & Capital Group. The investment banker is Hammond Hanlon Camp LLC. The noticing and claims management agent is American Legal Claim Services, LLC. In its petition, MacKeyser Holdings estimated $50 million to $100 million in both assets and liabilities. The petitions were signed by Thomas J. Allison, authorized officer. The U.S. Trustee for Region 3 has appointed three creditors to serve on the official committee of unsecured creditors. The Official Committee of Unsecured Creditors retained Cooley LLP as lead counsel; Klehr Harrison Harvey Branzburg LLP as co- counsel; and Giuliano, Miller & Company, LLC as financial advisor. MARION ENERGY: Files for Chapter 11, Has $4.2MM DIP Loan -------------------------------------------------------- Jacqueline Palank, writing for The Wall Street Journal, reported that Marion Energy, Inc., the U.S. unit of Australian oil and gas company Marion Energy Ltd., filed for Chapter 11 bankruptcy protection on Oct. 31, following refusal by its lender, Castlelake, to grant further forbearance. According to the report, Marion has lined up $4.2 million in bankruptcy financing from Australia's KM Custodians Pty Ltd. About Marion Energy Based in Australia, Marion Energy Limited (ASX:MAE) -- http://www.marionenergy.com.au/--is principally engaged in investment in oil and gas projects and the identification and assessment of new opportunities in the oil and gas industry in Texas, Utah and Oklahoma in the United States of America. The Clear Creek Unit, which comprises approximately 17,090 acres, is located in Carbon and Emery counties. It has produced 137 billion cubic feet (Bcf) of natural gas from conventional reservoirs. The Helper Project is located within a gas producing area, with approximately 55 Bcf of gas being produced as of June 30, 2008. The Company has an interest in a gross acreage of 33,800 acres in Jester Bloomington Project and Willows Project. Some of its wholly owned subsidiaries include Brisa Pty Limited, Delta Oilfield Developments Ltd and Marion Energy Inc. During the fiscal year ended June 30, 2008, the Company sold all its ownership interest in the Jefferson-McLeod oil and gas project in Texas. MARION ENERGY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Marion Energy Inc 3580 Orr Road Allen, TX 75002 Case No.: 14-31632 Nature of Business: Engaged in exploration and production of natural gas in the State of Utah. Chapter 11 Petition Date: October 31, 2014 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: Hon. Joel T. Marker Debtor's Counsel: J. Thomas Beckett, Esq. PARSONS BEHLE & LATIMER 201 South Main Street, Suite 1800 P.O. Box 45898 Salt Lake City, UT 84145-0898 Tel: (801) 532-1234 Fax: (801)536-6111 Email: tbeckett@parsonsbehle.com - and - Brian M. Rothschild, Esq. PARSONS BEHLE & LATIMER 201 S. Main St. Suite 1800 Salt Lake City, UT 84111 Tel: 801-532-1234 Fax: 801-536-6111 Email: brothschild@parsonsbehle.com Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petition was signed by Karel Louman, chief financial officer. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ KM Custodians Pty Ltd Loan $2,548,953 Level 24, 333 Collins St Melbourne, VIC 3000 AUS Carbon County Treasurer Tax $14,194 Greer County Treasurer Tax $10,443 Emery County Treasurer Tax $6,378 Steve Ault Trade $6,000 Beckham County Treasurer Tax $2,255 Collin County Tax Assessor Tax $1,591 Cordillera Corporation Trade $396 Merrion Oil & Gas Corp Trade $307 EKB California LLC Royalties $180 Joy Susan Bell Royalties $180 RJLN Properties LLC Royalties $180 SITLA Royalties $134 Summit Energy Partners Trade $70 Hal B Koerner, Jr. Trade $55 Professional Well Svcs Trade Unknown Gollob Morgan Peddy Trade Unknown Paragon Automation Trade Unknown Weatherford Trade Unknown Questar Field Services Pipeline Contract Unknown MERMAID HARRISON: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Mermaid Harrison LLC 350 Third Street San Francisco, CA 94116 Case No.: 14-31607 Type of Business: Single Asset Real Estate Chapter 11 Petition Date: November 2, 2014 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Hon. Dennis Montali Debtor's Counsel: Sarah M. Stuppi, Esq. Craig Stuppi, Esq. LAW OFFICES OF STUPPI & STUPPI 1630 North Main St. #332 Walnut Creek, CA 94596 Tel: (415) 786-4365 Email: sarah@stuppilaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Toni L. Sutherland, officer. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. MILTON HOSPITAL: S&P Revises Outlook to Pos. & Affirms BB+ Rating ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook to positive from stable and affirmed its 'BB+' rating on Massachusetts Development Finance Agency's $27.8 million series 2005D bonds issued for Milton Hospital, now known as Beth Israel Deaconess Hospital-Milton (Milton). "The positive outlook reflects our belief that with a longer track record of improved earnings and cash flow and a stronger balance sheet, Milton could achieve a higher stand-alone credit profile," said Standard & Poor's credit analyst Cynthia S. Keller. For almost three years, Milton has been an affiliate of Beth Israel Deaconess Medical Center (BIDMC), which is part of CareGroup, a system of academic medical centers and specialty hospitals in and around Boston. Since S&P's last review, Jordan Hospital has also become a BIDMC affiliate, giving BIDMC three suburban hospitals in addition to its academic and specialty presence in Boston. As expected, Milton has benefitted clinically and financially from its relationship with BIDMC. BIDMC is not obligated on Milton's debt. The rating on Milton reflects one notch of group support as S&P considers it a moderately strategic subsidiary of BIDMC and, ultimately, CareGroup. S&P assessed Milton's stand-alone credit profile (SACP) at 'bb' reflecting its competitive service area and weaker, although improving, financial profile. Other affiliates include a parent, foundation and Community Physician Associates (CPA), an employed physician subsidiary. A first lien on gross receipts and a mortgage on hospital property secure the bonds. The positive outlook incorporates the possibility of a higher rating if Milton posts a longer track record of positive margins comparable with those in fiscal year 2013 and year to date in 2014, which should generate about 2x debt service coverage. A higher rating is currently precluded by relatively low unrestricted reserves with continued growth in reserves also a factor in considering a future upgrade. S&P could consider a higher rating during its one-year outlook period if Milton's unrestricted resources continue to incrementally improve relative to operating expenses and debt and if positive operations continue. Milton may issue up to $4 million of additional debt in the next several years for information technology upgrades, and S&P believes absent any material changes in Milton's financial profile, that this limited additional debt could be accommodated without a negative rating impact. A lower rating, while not expected now that Milton is building a stronger track record, could be possible with any change in the affiliation agreement or overall weakening of financial performance. In addition, a decision to issue material additional debt for master facility plan projects would likely preclude a higher rating. MMJV SAPPHIRE: Hearing on Proposal to Pay Creditors Cancelled ------------------------------------------------------------- Sandra Baker at the Star-Telegram reports that a hearing to consider MMJV Sapphire L.P.'s proposal to pay creditors with funding from Chase Capital Advisors and emerge from bankruptcy was not held. According to the court docket, another hearing will be scheduled. Star-Telegram relates that lender Arcus Private Capital Solutions got the bankruptcy court's authorization in September to repost the Debtor's 254-unit student apartment community on Center Street for the Nov. 4 foreclosure auction in Tarrant County if MMJV had not cured its debt by Oct. 13. The report says that Arcus Private posted the property, but the filing does not require the auction to take place. Headquartered in Irving, Texas, MMJV Sapphire L.P. filed for Chapter 11 bankruptcy protection (Bankr. N.D. Texas Case No. 14- 42706) on July 1, 2014. Patrick Joseph Schurr, Esq., at Scheef & Stone, L.L.P., serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and liabilities at $1 million to $10 million each. The petition was signed by Gary Perkins, manager. MOMENTIVE PERFORMANCE: Tannor, TRC Buy $116,000 in Claims --------------------------------------------------------- In the Chapter 11 case of Momentive Performance Materials Inc., a total of five claims switched hands from Oct. 17, 2014, to Oct. 23, 2014: Transferee Transferor Claim Amount ---------- ---------- ------------ Tannor Partners Credit Waco Filters Corporation $10,573.00 Fund, LP Tannor Partners Credit Waco Filters Corporation $10,573.00 Fund, LP TRC Master Fund LLC VIP Rubber Company, Inc. $50,982.25 TRC Master Fund LLC VIP Rubber Company, Incorp $44,227.00 TRC Master Fund LLC VIP Rubber Company, Incorp $395.00 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. MSCI INC: Moody's Assigns Ba1 Rating on Senior Secured Notes ------------------------------------------------------------ Moody's Investors Service assigned Ba1 ratings to MSCI Inc.'s proposed senior unsecured notes and senior unsecured revolving credit facility. The Ba1 Corporate Family rating ("CFR") and SGL-1 Speculative Grade Liquidity rating ("SGL") were affirmed. The Probability of Default rating ("PDR") was revised to Ba1-PD from Ba2-PD. The rating outlook remains stable. MSCI plans to refinance all of its approximately $795 million of outstanding senior secured bank debt with the proceeds of the new $800 million senior unsecured notes. Ratings on the existing senior secured debt will be withdrawn upon completion of the refinancing. Issuer: MSCI Inc. Corporate Family Rating, Affirmed Ba1 Probability of Default Rating, Revised to Ba1-PD from Ba2-PD Senior unsecured revolving credit facility due 2019, Assigned Ba1 (LGD4) Senior unsecured notes due 2024, Assigned Ba1 (LGD4) Speculative Grade Liquidity Rating, Affirmed SGL-1 Outlook, Remains Stable Ratings Rationale "MSCI will emphasize returning free cash flow to shareholders, evidenced by the refinancing of bank debt that can be repaid without penalty into a non-callable, long-dated unsecured note, the recently established quarterly cash dividend and its track record of large share repurchases," said Edmond DeForest, Moody's Senior Credit Officer. The Ba1 CFR reflects MSCI's stable, recurring subscription base of investment risk management and decision support tools and equity index products, solid profitability with EBITA margins in the low 30s% and robust free cash flow to debt Moody's anticipates will remain about 15%. Ratings are limited by MSCI's small revenue size and narrow scope focused on the financial risk management markets. Moody's expects other financial strength metrics should remain solid for the Ba1 rating category, including debt to EBITDA below 2.5 times and EBITDA less capital expenditures to interest expense above 10 times. Moody's expects the growth of equity exchange traded funds (ETFs) and international (especially emerging market) equity indices, growing demand for its risk management products and for aggregate subscriber retention rates above 90% to drive revenues to about $1 billion and EBITDA to about $440 million in 2015. Liquidity is considered very good, reflecting Moody's expectations for at least $200 million of cash, free cash flow of about $200 million and full availability of the proposed $200 million revolver. All financial metrics reflect Moody's standard adjustments. The revision of the PDR to Ba1-PD from Ba2-PD reflects the all unsecured debt capital structure. The stable outlook reflects Moody's expectations for 8% to 10% revenue growth. The ratings could be lowered if Moody's notes a meaningful increase in competition, MSCI's client retention rates deteriorate or a more difficult pricing environment evolves. Moody's could downgrade the ratings if it anticipates low revenue growth or an erosion in profitability and free cash flow, resulting in expectations for debt to EBITDA and free cash flow to debt to be sustained at about 3.5 times and under 10%, respectively. An acceleration of the timing of share repurchases into early 2015 resulting in cash balances below $200 million or debt-financed share repurchases could also lead to lower ratings. Given the company's small revenue base, short history as a standalone public company and opportunistic acquisition, divestiture and financial strategies, Moody's is unlikely to upgrade the ratings in the near term. A material expansion and diversification of the income and overall business scale to be consistent with other companies at a higher rating level, sustained historical subscriber retention and profitability levels and free cash flow to debt maintained above 20%, along with a demonstrated commitment to investment grade financial policies, could lead to an upgrade. The principal methodology used in these ratings 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. MSCI Inc. is a global provider of investment risk and decision support tools, including indices and portfolio risk and performance analytics products and services. MSCI INC: S&P Affirms 'BB+' CCR on Refinancing; Outlook Stable -------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB+' corporate credit rating on New York City-based MSCI Inc. The outlook is stable. At the same time, S&P assigned a 'BB+' issue-level rating to MSCI's $800 million senior unsecured note due 2024 and $200 million unsecured revolving credit facility due 2019. The '3' recovery rating on these instruments indicate S&P's expectation for meaningful recovery (50% to 70%) in the event of payment default. The recovery rating for these instruments is capped at '3' per S&P's criteria. S&P will withdraw its current issue-level and recovery rating on the company's existing term loans following the close of the transaction. "The rating reflects MSCI's 'satisfactory' business risk profile based on the strong recurring revenue model, which provides good visibility and on its position as one of the market leaders in its industry, offset by the company's narrow market focus," said Standard & Poor's credit analyst Andrew Chang. "The rating also incorporates a "modest" financial risk profile with good cash flow generation and credit metrics, including adjusted leverage near the mid-1x area," added Mr. Chang. MSCI is a provider of investment decision support tools, including indices, portfolio risk and performance analytics, and corporate government products and services. Major products include global equity indices marketed under the MSCI brand and risk and portfolio management analytics marked under the RiskMetrics and Barra brands. MSCI's asset-based fee (ABF) revenues -- part of the index segment -- are based on the client's assets under management (AUM) linked to the MSCI indices and are growing rapidly both from fund inflows and global equity market appreciation. NATIONAL RURAL UTILITIES: 3rd Circ. Affirms Dismissal of Case ------------------------------------------------------------- The U.S. Court of Appeals for the Third Circuit issued an order dated Oct. 21, 2014, affirming a district court's March 2013 decision dismissing a lawsuit involving Norton Rose Fulbright, investment firm Greenlight Capital Inc., a group of insolvent Virgin Islands telecommunications firms and others. According to Law360, Greenlight Capital and affiliates initially sued Jeffrey, Dawn and Adrian Prosser, John P. Raynor, and telecommunications companies they run over a transaction in which one of the telecommunications companies was taken private, leading to a breach of fiduciary duty claim and resulting in a settlement of more than $160 million from Jeffrey Prosser and Raynor, according to the 2013 order. The case also focused on more than $500 million in loans made by the Rural Telephone Finance Cooperative to one of Raynor and Jeffrey Prosser's bankrupt Virgin Islands telecommunications firms, which then defaulted. Norton Rose Fulbright, then known as Fulbright & Jaworski LLP, advised the rural utilities in various suits over the default, the report related. The appeals case is In re: National Rural Utilities Cooperative Finance Corporation, et al., Debtors National Rural Utilities Cooperative Finance Corporation; Rural Telephone Finance Cooperative; Steven L. Lilly; John J. List; Sheldon C. Petersen; R. Wayne Stratton; Fulbright & Jaworski LLP; Greenlight Capital, Inc.; Greenlight Capital L.P.; Greenlight Capital Qualified LP; Greenlight Capital Offshore Ltd., v. Jeffrey J. Prosser; Dawn Prosser; Adrian Prosser; John P. Raynor (Bankr. D. Del. No. 09-ap- 52854) Jeffrey J. Prosser; Dawn Prosser; Adrian Prosser; John P. Raynor, v. National Rural Utilities Cooperative Finance Corporation; Rural Telephone Finance Cooperative; National Rural Electric Cooperative Association; Sheldon C. Petersen; John J. List; Steven L. Lilly; R. Wayne Stratton; Greenlight Capital, Inc.; Greenlight Capital Qualified LP; Greenlight Capital Offshore Ltd.; Fulbright & Jaworski LLP; Glenn L. English; Deloitte Touche USA LLP; Ernst & Young LLP (Bankr. D. Del. No. 10-ap-50744) Jeffrey J. Prosser; Dawn Prosser; Adrian Prosser; John P. Raynor, Appellants, NO. 13-2076 (3d. Cir.). A full-text copy of the Third Circuit's Oct. 21, 2014 Decision is available at http://is.gd/xCmNzDfrom Leagle.com. The district court case is In re: NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, et al. JEFFREY PROSSER, et al., Appellants, v. NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, et al., Appellees, BANKR. NO. 06-10135 (JKF), ADV. NO. 10-50744 (JKF)., 09-52854 (JKF), CIV. NO. 12-155-SLR, ADV. NO. 10-50744 (JKF), CIV. NO. 10-201-SLR (D. DEL.), 08-107-JEJ (D.V.I.), 12-156-SLR, ADV. NO. 09-52854 (JKF), CIV. NO. 09-111-SLR (D. DEL.)(De.De.). A full-text copy of the District Court's March 31, 2013 Decision penned by Judge Sue Robinson is available at http://is.gd/2yiAOO from Leagle.com. NAVEX ACQUISITION: Moody's Assigns B3 Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service assigned a B3 corporate family rating ("CFR") and B3-PD probability of default rating ("PDR") to NAVEX Acquisition, LLC ("NAVEX"). In addition, Moody's assigned a B2 rating to the company's proposed first lien credit facilities, consisting of a $20 million revolving credit facility due 2019 and a $200 million senior secured term loan due 2021. Moody's also assigned a Caa2 rating to NAVEX's proposed $90 million second lien term loan due 2022. The rating outlook is stable. This is a newly initiated rating and this is Moody's first press release for this issuer. On October 11, 2014, Vista Equity Partners ("Vista") announced that it had entered into a definitive purchase agreement to acquire NAVEX, a provider of governance, risk and compliance ("GRC") software specializing in ethics and compliance ("E&C") solutions. Proceeds from the proposed credit facilities combined with an equity contribution from the sponsor will be used to fund the acquisition of NAVEX. The assigned ratings are subject to review of final documentation. NAVEX Acquisition, LLC will be the initial borrower. Upon consummation of the transaction, NAVEX Global, Inc. will become the borrower and NAVEX Acquisition, LLC will remain as a Holdco guarantor. The following ratings were assigned as part of this rating action: Issuer: NAVEX Acquisition, LLC Corporate Family Rating -- B3 Probability of Default Rating -- B3-PD Proposed $20 million first lien senior secured revolving credit facility due 2019 at B2 (LGD3) Proposed $200 million first lien senior secured term loan due 2021 at B2 (LGD3) Proposed $90 million second lien senior secured term loan due 2022 at Caa2 (LGD5) Outlook: Stable Ratings Rationale The B3 corporate family rating reflects NAVEX's high pro forma financial leverage of about 7.8 times (as measured by Moody's adjusted debt to EBITDA for LTM period ended Aug 31, 2014; including changes in deferred revenue), which is expected to decline towards 6.0 times over the next 12 to 18 months. The rating also incorporates the company's modest revenue and EBITDA base, private equity ownership and limited operating history as an integrated company. The rating also considers NAVEX's narrow market focus as a provider of Ethics and Compliance ("E&C") solutions relative to some larger competitors who offer much broader and integrated offerings across the governance, risk and compliance ("GRC") market. However, the B3 rating derives support from a recurring stream of non-cancelable, high margin revenues (a high proportion of which is collected upfront) with high dollar renewal rates and low capital expenditure requirements that lend stability and predictability to the company's cash flow generation capabilities. Furthermore, NAVEX's credit profile benefits from growing demand for E&C solutions arising from an increasingly complex global regulatory environment and more stringent enforcement requirements that should lead to organic growth opportunities (both domestic and international). The company's ratings are also supported by a diversified customer base with minimal revenue concentration, moderate EBITDA less Capex coverage of interest of about 1.5 times and the fact that equity capital forms a significant portion of its capital structure. The stable rating outlook reflects Moody's view that NAVEX's revenue base and credit metrics will strengthen over the next 12 to 18 months, with leverage declining towards 6.0 times and free cash flow as a percentage of debt remaining in the mid single digits. Moody's expects the company to benefit from increasing demand for E&C solutions resulting in core organic revenue growth from higher penetration within domestic and international markets. A rating upgrade over the near term is unlikely given NAVEX's currently modest revenue and EBITDA base as well as high pro-forma financial leverage. Moody's could consider an upgrade if the company substantially increases its scale through sustained organic revenue growth and/or acquisitions, while improving its profitability such that Moody's comes to expect debt to EBITDA to be sustained below 5.0 times and free cash flow to debt to increase towards the low double digit range. NAVEX's ratings could be pressured by a sustained decline in revenues or EBITDA resulting from competitive challenges or weak business execution. Specifically, if Moody's comes to expect that the company will not be able to sustain positive free cash flow, or if the company's liquidity situation deteriorates, a downgrade is possible. The principal methodology used in these ratings 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. NAVEX Acquisition, LLC provides a portfolio of ethics and compliance ("E&C") services consisting of hotline and case management, online training and policy management solutions to approximately 8,000 customers worldwide including global enterprises and small and medium businesses. For the LTM period ended August 31, 2014, NAVEX reported approximately $92 million in revenues under U.S. GAAP. NORTEL NETWORKS: Corre Opportunities Assigns Claim to Master Fund ----------------------------------------------------------------- In the Chapter 11 case of Nortel Networks Corp., one claim switched hands on Aug. 8, 2014: Transferee Transferor Claim Amount ---------- ---------- ------------ Corre Opportunities Qualified Corre Opportunities $83,582.40 Master Fund, LP Fund, LP About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did business in more than 150 countries around the world. Nortel Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., and Howard S. Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serve as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Unsecured Creditors Committee. An ad hoc group of bondholders also was organized. An Official Committee of Retired Employees and the Official Committee of Long- Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. The trial on how to divide proceeds among creditors in the U.S., Canada, and Europe commenced on Sept. 22, 2014. NORTEL NETWORKS: $1.48MM in Claims Switched Hands in October ------------------------------------------------------------ In the Chapter 11 case of Nortel Networks Corp., a total of eight claims switched hands from Oct. 2, 2014, to Oct. 23, 2014: Transferee Transferor Claim Amount ---------- ---------- ------------ Tannor Partners Credit AR Gray & Associates $6,850.00 Fund, LP Tannor Partners Credit AR Gray & Associates $6,850.00 Fund, LP VonWin Capital Melvin E. Boyd $89,894.70 Management, LP VonWin Capital Raul Tellez $32,791.17 Management, LP Liquidity Solutions, Inc. Crescent Crown $337,442.75 Peakview Tower, LLC Coface North America Monarch Master $479,290.00 Insurance Company Funding LTD Coface North America Monarch Master $479,290.00 Insurance Company Funding LTD TRC Master Fund LLC Aricent Technologies $50,000.00 (Holdings) LTD About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did business in more than 150 countries around the world. Nortel Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., and Howard S. Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serve as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Unsecured Creditors Committee. An ad hoc group of bondholders also was organized. An Official Committee of Retired Employees and the Official Committee of Long- Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. The trial on how to divide proceeds among creditors in the U.S., Canada, and Europe commenced on Sept. 22, 2014. NORTEL NETWORKS: Shouldn't Block Docs in Rockstar Row, Google Says ------------------------------------------------------------------ Law360 reported that Google Inc. objected to Nortel Networks Inc.'s motion seeking protection against subpoenas received in connection with patent infringement litigation involving Rockstar Consortium LP, the buyer of the defunct company's patent portfolio. According to the report, in its objection, Google, which is facing infringement claims from Rockstar over patents that were sold to it by Nortel, urged a Delaware bankruptcy judge to reject Nortel's bid to stay third-party discovery. As previously reported by The Troubled Company Reporter, citing Daily Bankruptcy Review, Nortel asked the bankruptcy judge to stop the subpoenas relating to the infringement litigation, saying it can't afford to be dragged into the litigation at the conclusion of the trial over how to distribute $7.3 billion raised in its liquidation. The trial wrapped up in September. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did business in more than 150 countries around the world. Nortel Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., and Howard S. Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serve as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Unsecured Creditors Committee. An ad hoc group of bondholders also was organized. An Official Committee of Retired Employees and the Official Committee of Long- Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. The trial on how to divide proceeds among creditors in the U.S., Canada, and Europe commenced on Sept. 22, 2014. OLD CUTTERS: Reaches Settlement With Hailey on Annexation Fees -------------------------------------------------------------- Tony Evans at Idaho Mountain Express reports that Hailey Mayor Fritz Haemmerle said that the city will abandon an appeal of a 2012 federal court ruling that has prohibited the city from collecting $2.5 million in annexation fees from the developer of the Old Cutters housing subdivision. According to the Express, a settlement, which is yet to be finalized, has been reached between the two parties wherein Old Cutters agrees to release claims for the return of $815,000 in development impact fees and city service hook-up fees, in exchange of the city's payment of $116,000 in legal fees incurred by Old Cutters and $105,000 in credits for future development impacts in the subdivision. Old Cutters, Inc., the corporation behind the struggling Old Cutters subdivision east of Hailey, Idaho, filed a Chapter 11 petition (Bankr. D. Id. Case No. 11-41261) on Aug. 1, 2011. Joseph M. Meier, Esq., at Cosho Humphrey, LLP, in Boise, Idaho, serves as counsel. The Debtor disclosed $3,001,993 in assets and $20,671,830 in liabilities. OMEGA HEALTHCARE: Fitch Affirms 'BB+' Subordinated Debt Rating -------------------------------------------------------------- Fitch Ratings has affirmed the 'BBB-' Issuer Default Rating (IDR) of Omega Healthcare Investors, Inc. (NYSE: OHI; Omega) and maintained the Rating Outlook at Stable following its announced merger agreement with Aviv REIT, Inc. (NYSE: AVIV), a skilled- nursing-focused peer in an all equity transaction. KEY RATING DRIVERS The affirmation of OHI's ratings reflects the transaction's negligible effects on leverage and fixed-charge coverage and the incremental improvements in the combined company's portfolio diversification and quality. Moreover, OHI's essentially undrawn $1 billion revolving credit facility and lack of debt maturities until 2019 afford the company flexibility as to how and when it refinances AVIV's debt. Of interest to Fitch will be the transaction's effect on OHI's equity valuation given management's track record of using issuances to fund acquisitions on a leverage-neutral basis. Fitch estimates the transaction values AVIV at a 6.5% property net operating income (NOI) yield as compared to OHI's past acquisitions which ranged from 8%-10%. KEY METRICS REMAIN APPROPRIATE FOR THE RATING Fitch estimates pro forma leverage for the combined company at 4.7x for the annualized quarter ended Sept. 30, 3014 compared to 4.6x for stand-alone OHI. OHI has consistently maintained quarterly leverage between 4.2x and 5.1x since 2011 (the agency views quarterly leverage as more meaningful than trailing 12 months for OHI given the lack of seasonality in reported earnings and timing effects of acquisitions). Fitch forecasts that leverage will remain between 4x-5x over the next 12-to-24 months. Fitch defines leverage as debt net of readily available cash divided by recurring operating EBITDA. Fixed-charge coverage is strong for the rating at 3.4x pro forma, compared with 3x and 3.5x for the years 2012 and 2013, respectively. Fitch expects OHI's fixed-charge coverage will continue to improve driven by contractual rental escalators and reduced fixed charges as OHI refinances AVIV's senior unsecured notes and OHI's 2022 6.75% notes become callable. AVIV's senior unsecured notes have a weighted average coupon of 7.1% as compared to OHI's most recent issuance at 4.5% in Sept. 2014. Fitch defines fixed-charge coverage as recurring operating EBITDA less straight-line rents divided by total interest incurred. CORPORATE LIQUIDITY PROVIDES FUNDING FLEXIBILITY Fitch sees some scope for the merger to pressure OHI's liquidity in the near term. Fitch expects OHI will repay AVIV's secured and bank facility debt when the merger closes. In addition, OHI may consider using its revolving credit facility as a bridge before permanently refinancing AVIV's high-cost senior unsecured debt. However, OHI's lack of near-term debt maturities and capital expenditures, coupled with nearly full availability under its $1 billion revolving credit facility offset financing/liquidity concerns. Moreover, Fitch believes there are alternative avenues for OHI to address the refinancing of AVIV's bonds that would not require the company to draw heavily on its revolver, such as pre- funding, in whole or in part, by way of an unsecured bond and/or equity issuance. Fitch may become increasingly concerned by a high line balance should it persist. DEBT-MATURITY STAGGERING SHOULD BENEFIT REFINANCING The transaction reduces the largest percentage of OHI's debt due in any one year, which is a credit positive. Fitch has previously highlighted OHI's concentrated (albeit long-dated) debt maturities as a key concern. Longer-term, Fitch expects OHI will seek to lengthen and stagger its debt maturities into 2025 and 2026 as it refinances AVIV's debt and its 2022 notes become callable. MARGINALLY STRONGER PORTFOLIO QUALITY The transaction reduces OHI's reimbursement exposure and tenant concentration and has no affect on operator coverage, all credit positives. Concentration of OHI's three largest tenant operators will decline to 22% from 29%, while the 10 largest will decline to 52% from 69%. However, the magnitude of the benefit from reduced concentration is limited by the commonality of tenant revenue sources, in Fitch's view. Operator coverage will be unaffected at 1.8x and 1.4x for EBITDARM and EBITDAR, respectively, and Fitch estimates OHI's tenants will reduce their reliance on federal and state reimbursements to 88% from 92%. The outsized financial volatility for OHI's operator tenants during periods when reimbursement rates have changed is the largest constraint on OHI's ratings. Healthcare legislation, together with budgetary concerns at both the federal and state levels will likely continue to pressure operator margins and operators' capacity to honor lease obligations. OHI and AVIV sourced much of their acquisitions from their operators, thus the expanded relationships (33 new operators) should increase OHI's pipeline of opportunities. FAIR CONTINGENT LIQUIDITY UNAFFECTED The majority of OHI's assets are unencumbered and Fitch estimates pro forma unencumbered asset coverage of unsecured debt ranges from 1.7x to 2.2x based on a stressed capitalization range of 9%- 12%. SUBORDINATED DEBT NOTCHING The one-notch differential between OHI's IDR and the subordinated debt assumed as part of the CapitalSource transaction considers the relative subordination within OHI's capital structure. The interest is due and payable only to the extent that there is rent being received from the tenants of the acquired properties to cover the interest expense related to the debt, and the principal is due only to the extent that all rent has been paid for the term of the debt. STABLE OUTLOOK The Stable Outlook reflects Fitch's expectation that metrics will remain appropriate for the rating and OHI will lengthen and stagger its forward debt maturities over the next 12-to-24 months. Additionally, Fitch expects that any reimbursement pressures at the operator level would have a minimal impact on OHI cash flows given lease length, covenants and coverage. Fitch has affirmed Omega's ratings as: -- IDR at 'BBB-'; -- Unsecured revolving credit facility at 'BBB-'; -- Senior unsecured notes at 'BBB-'; -- Senior unsecured term loan at 'BBB-'; -- Subordinated debt at 'BB+'. The Rating Outlook is Stable. RATING SENSITIVITIES Fitch does not expect management to operate the company consistent with those factors that could otherwise result in positive momentum in OHI's ratings and/or Outlook: -- Increased scale and diversification; -- Fitch's expectation of net debt-to-recurring operating EBITDA sustaining below 4x (leverage was 4.7x pro forma); -- Fitch's expectation of fixed-charge coverage sustaining above 3.5x (coverage was 3.4x pro forma). These factors may result in negative momentum in OHI's ratings and/or Outlook: -- Further pressure on operators through reimbursement cuts; -- Fitch's expectation of leverage sustaining above 5.5x; -- Fitch's expectation of fixed-charge coverage sustaining below 2.5x. OMEGA HEALTHCARE: Moody's Affirms Ba1 Senior Unsecured Rating ------------------------------------------------------------- Moody's Investors Service has affirmed Omega Healthcare Investors, Inc.'s senior unsecured rating at Ba1 and revised the outlook to positive from stable following the announcement that it has agreed to merge with Aviv REIT, another healthcare REIT focused on investing in skilled nursing facilities (SNFs), in an all-stock transaction. Moody's simultaneously placed the ratings of Aviv Healthcare Properties Ltd. Partnership (senior unsecured debt at Ba3), a subsidiary of Aviv REIT, on review for upgrade. Aviv shareholders will receive 0.90 shares of OHI stock for each of their shares or units. The transaction is expected to close in first quarter 2015. The following ratings were affirmed with a positive outlook: Omega Healthcare Investors, Inc. -- senior unsecured debt at Ba1 The following ratings were placed on review for upgrade: Aviv Healthcare Properties Ltd. Partnership -- senior unsecured debt at Ba3; senior unsecured shelf at (P)Ba3; corporate family rating at Ba3 Aviv Healthcare Capital Corporation -- senior unsecured shelf at (P)Ba3 Ratings Rationale Omega's positive outlook reflects the numerous benefits arising from its proposed combination with Aviv, including increased scale, enhanced tenant and geographic diversification, and an expanded pool of tenant relationships that will drive its continued growth. As the leading SNF-focused REIT, Omega will be even better positioned to finance sale-leaseback/mortgage transactions with operators looking to consolidate within the highly fragmented skilled nursing industry. Moody's continues to note that Omega is increasing its asset base by 36% (based on gross book value) and there is minimal overlap between the two REITs' top tenants. Omega's top three tenants will decline to 22% from 29% of revenues and it is gaining 33 new operator relationships with whom it may grow. Importantly, Omega will retain sound rent coverage across its portfolio post merger. Aviv's EBITDAR coverage (EBITDAR/rent), which measures its operators' ability to meet their rental payments, is consistent with Omega's portfolio at about 1.4x (TTM as of 2Q14). Moody's notes that Omega is adhering to its long-standing commitment to conservative balance sheet management with this transaction. Net Debt/EBITDA is expected to remain below 5x post merger, with secured debt below 5% of gross assets, and fixed charge coverage greater than 3.5x -- all solid investment-grade credit metrics. Furthermore, Omega has the opportunity to refinance a significant amount of its debt and Aviv's debt over the next year, which will boost fixed charge coverage further. Omega had $997 million available on its credit facility as of 3Q14, providing it with substantial liquidity and flexibility Omega's key credit challenge remains its property sub-type concentration in SNFs. The SNF sub-segment is highly regulated and reliant on government reimbursement through the Medicare and Medicaid programs, which are subject to potential rate volatility. The potential for sharp and sudden changes in operator cash flows arising from possible reimbursement cuts will continue to be a key factor considered in Omega's rating. Aviv's review for upgrade reflects Moody's expectation that it will upgrade the REIT's ratings once the transaction closes. Moody's would likely upgrade Omega's ratings should the transaction close as expected and the REIT continue to demonstrate sound operating and earnings trends over the interim. Stable tenant operating performance (as evidenced by EBITDAR coverage) and maintenance of Net Debt/EBITDA below 5x would be necessary for an upgrade. Moody's would likely affirm Omega's ratings and confirm Aviv's ratings each with stable outlooks should the merger fail to close or, in the case of Omega, should the REIT increase leverage levels closer to 6x. Sustained deterioration in property level coverage ratios from major tenants (at either Omega or Aviv) could also return the outlook to stable. On February 27, 2013, Moody's upgraded Omega's senior unsecured debt rating to Ba1 from Ba2 with a stable outlook. On May 20, 2013, Moody's raised Aviv's bond rating to Ba3 from B1 with a stable outlook. Omega Healthcare Investors, Inc. (NYSE: OHI), based in Hunt Valley, MD, is a REIT that invests in and provides financing to the long-term care industry. At September 30, 2014, Omega owned or held mortgages on 562 skilled nursing facilities, assisted living facilities and other specialty hospitals with approximately 63,532 licensed beds (61,189 available beds) located in 37 states and operated by 50 third-party healthcare operating companies. Aviv REIT, Inc. (NYSE: AVIV), based in Chicago, is a REIT that specializes in owning post-acute and long-term care SNFs and other healthcare properties. The Company currently owns 316 properties that are triple-net leased to 38 operators in 29 states. The principal methodology used in these ratings was Global Rating Methodology for REITs and Other Commercial Property Firms published in July 2010. OMEGA HEALTHCARE: S&P Affirms 'BB+' CCR on Acquisition Agreement ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB+' corporate credit rating on Omega Healthcare Investors Inc. Additionally, S&P affirmed its 'BBB-' issue-level rating and '2' recovery rating on the company's senior unsecured notes. At the same time, S&P placed its ratings on Aviv REIT Inc., including the 'BB-' corporate credit rating, on CreditWatch with positive implications. "Omega announced it entered into an agreement to acquire Aviv REIT Inc. Under the agreement, Omega will issue 0.9 shares of common stock for each Aviv share, representing a premium of approximately 16.2% to Aviv's closing share price on Thursday, Oct. 30. The transaction, which is subject to Aviv's shareholder approval, is expected to close in the first quarter of 2015," said credit analyst Michael Souers. The stable outlook reflects S&P's view that Omega will smoothly integrate the Aviv merger. The outlook also captures S&P's view that tenant rent coverage will be relatively flat in a generally unchanged reimbursement environment over the next year. S&P projects a slight improvement to Omega's key credit metrics post- merger, which remain toward the stronger end of "intermediate". Downside scenario S&P would consider a downgrade if the merger presents unforeseen challenges that result in weaker-than-expected operating performance, if tenant stress causes rent coverage levels to drop meaningfully, or if the company pursues large, leveraged acquisitions that result in a decline in fixed-charge coverage to below 2.5x. Upside scenario Although S&P believes Omega's geographic and tenant diversity are slightly improved by the merger with Aviv, the reimbursement risk inherent to the skilled nursing business and current pressures facing some of Omega's larger tenants limit the likelihood of an upgrade in the near term. PARAMJEET MALHOTRA: 9th Cir. Won't Reinstate Qui Tam Action ----------------------------------------------------------- The U.S. Court of Appeals for the Ninth Circuit declined to disturb a district court order dismissing a qui tam action filed by Paramjeet and Sunita Malhotra, a married couple, against Robert Steinberg et al under the False Claims Act, 31 U.S.C. Sections 3729-3733. The district court said it lacked subject matter jurisdiction because the Act's "public disclosure" bar applies. In 2006, the Malhotras sought Chapter 11 bankruptcy protection after experiencing cash-flow difficulties in their real estate business. The bankruptcy court appointed Robert Steinberg as the trustee to administer the Malhotras' bankruptcy estate. From their very first meeting with Steinberg, the Malhotras suspected he was corrupt. They turned out to be right. As reported by the Troubled Company Reporter on Feb. 8, 2013, U.S. District Judge James L. Robart dismissed the qui tam suit, which alleged Steinberg, the former bankruptcy trustee, defrauded the U.S. government through an illegal kickback scheme in connection with property sales in bankruptcy proceedings, saying the relators did not uncover the fraud. Judge Robart said the district court lacks subject matter jurisdiction to hear the FCA suit because individual plaintiffs Paramjeet and Sunita Malhotra did not have true knowledge of any fraudulent conduct against the trustee. The case before the Ninth Circuit is PARAMJEET S. MALHOTRA and SUNITA MALHOTRA, a marital community, Plaintiffs-Appellants, v. ROBERT D. STEINBERG; JAMES W. GRACE; DAVID RINNING; STEINBERG & ASSOCIATES LLC; JOHN L. SCOTT, INC.; RE/MAX EASTSIDE BROKERS, INC.; WELLES RINNING, Defendants-Appellees, No. 13-35165 (9th Cir.). A copy of the Ninth Circuit's decision dated October 29, 2014, is available at http://bit.ly/1t5oLWhfrom Leagle.com. The Ninth Circuit panel consists of Circuit Judges Alfred T. Goodwin, M. Margaret McKeown, and Paul J. Watford. PHILLIPS INVESTMENTS: Court Okays Hiring of Hale Retail as Broker ----------------------------------------------------------------- Phillips Investments, LLC sought and obtained permission from the Hon. Mary Grace Diehl of the U.S. Bankruptcy Court for the Northern District of Georgia to employ Hale Retail Group, LLC as the Debtor's exclusive real estate agent. Hale Retail will act as the Debtor's listing agent and provide commercial real estate sales services with respect to the Debtor's 32 acres of land located in Gwinnett County, Georgia, commonly known as Gwinnett Prado - 2300 Pleasant Hill Road, in Duluth, Georgia (the "Property"), in accordance with the Agreement as locating potential competing bidders for the Property prior to any hearing on the sale of the Property. The Debtor agrees to pay Broker a commission under the following terms and condition: 2% of the purchase price at the time of closing. Sam Hale, principal of Hale Retail, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Hale Retail can be reached at: Sam Hale HALE RETAIL GROUP, LLC 1303 Hightower Trail, Suite 201 Atlant, GA 30350 Tel: (678) 894-1581 E-mail: shale@haleretailgroup.com About Phillips Investments Phillips Investments, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 14-61444) on June 11, 2014. Ly Phillips signed the petition as managing member. Phillips Investments owns several parcels of improved commercial real estate from which it operates two retail shopping centers. The Debtor disclosed $29,558,424 in assets and $28,667,234 in liabilities as of the Chapter 11 filing. Scroggins & Williamson, P.C., serves as the Debtor's counsel. Judge Mary Grace Diehl presides over the case. PHOENIX ASSOCIATES: Suit Against Caddo Survives Dismissal Bid ------------------------------------------------------------- District Judge Susie Morgan in Lousiana denied a motion to dismiss Plaintiff's Texas state law claim for aiding and abetting Debtor's officers' and directors' breach of fiduciary duty in Fifth Amended Compliant and to dismiss Schuler as a Defendant pursuant to Fed. R. Civ. P. 12(b)(6) filed by Defendants Caddo East Estates I, Ltd. and George Schuler, in the case, WILBUR J. "BILL" BABIN, JR., IN HIS CAPACITY AS TRUSTEE OF THE BANKRUPTCY ESTATE OF PHOENIX ASSOCIATES LAND SYNDICATE, Plaintiff, v. CADDO EAST ESTATES I, LTD., ET AL., Section "E", Defendants, Civil Action No. 10-896 (E.D. La.). A copy of the Court's October 28, 2014 Order and Reasons is available at http://bit.ly/1o7Sgezfrom Leagle.com. About Phoenix Associate Based in Madisonville, Louisiana, Phoenix Associates Land Syndicate, dba Murphy Sand and Gravel -- http://www.pbls.biz/-- focused principally on the acquisition and development of companies in the aviation, construction, mining and oil & gas industries. The Company filed for Chapter 11 protection (Bankr. E.D. La. Case No. 09-11743) on June 10, 2009. Claude C. Lightfoot, Jr., at Claude C. Lightfoot, Jr. P.C., represented the Debtor in its restructuring efforts. In its schedules, the Debtor disclosed $6,300 in total assets and $20.1 million in total liabilities. The case was converted to Chapter 7 on July 31, 2009. PROVIDENCE SERVICE: Moody's Withdraws B1 Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service has withdrawn all ratings for The Providence Service Corporation ("PRSC"), including the B1 Corporate Family Rating and B3 senior unsecured bond rating. The withdrawals follow the termination of the company's proposed bond offering. PRSC does not have any rated debt outstanding. Ratings Rationale Moody's took the following ratings actions with regard to PRSC. Withdrawals: Issuer: Providence Service Corporation Probability of Default Rating, Withdrawn, previously rated B1-PD Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-2 Corporate Family Rating (Local Currency), Withdrawn, previously rated B1 Senior Unsecured Regular Bond/Debenture (Local Currency), Withdrawn, previously rated B3,LGD5, 86 % Outlook, Changed To Rating Withdrawn From Stable Providence Service Corporation (PRSC), headquartered in Tucson, Arizona, provides home- and community-based social services, health risk assessments, and non-emergency transportation (NET) services management to government-sponsored clients under programs such as welfare, juvenile justice, Medicaid, and corrections. A publicly traded company, PRSC does not own or operate beds, treatment facilities, hospitals, or group homes, preferring to provide services in the client's own home or other community setting. Pro-forma for two large acquisitions pursued in 2014, PRSC's Moody's-anticipated revenues are $1.7 billion, a roughly 51% increase over 2013. PVA APARTMENTS: Seeks Order Confirming Automatic Stay ----------------------------------------------------- PVA Apartments, LLC, asks the U.S. Bankruptcy Court for the Northern District of California (Oakland Division) to issue an order confirming the existence of the automatic stay provided under Section 362(a) and (c) as to all creditors. The Debtor previously filed Chapter 11 petitions, Case No. 13- 45558 and Case No. 14-43966, which were dismissed on Oct. 29, 2013, and Oct. 17, 2014, respectively, for failure to file the balance of schedules, Statement of Financial Affairs on or before the dates set by the Court. Sydney Jay Hall, Esq., in Burlingame, California, asserts that the present case was filed in good faith, even though the prior cases were dismissed on account of fault on the part of the attorneys. The prior dismissals, Mr. Hall tells the Court, occurred through no fault on the part of the Debtor. Accordingly, the Debtor asks the Court to issue an order continuing the automatic stay under Section 362 as to all creditors for the duration of the Chapter 11 proceeding, or until the time as the stay is terminated under Section 362(c)(1) or (c)(2). Alternatively, the Debtor asks the Court to issue an order pursuant to Section 362(j) confirming that the automatic stay provided under Section 362(c) will terminate under Section 362 only as to already pending actions taken against the Debtor or property of the estate in the previous case. A hearing on the request is scheduled for Nov. 5, 2014, at 2:00 p.m. About PVA Apartments Oakland, California-based PVA Apartments, LLC, sought protection under Chapter 11 of the Bankruptcy Code on Oct. 18, 2014 (Case No. 14-44224). The case is assigned to Judge Roger L. Efremsky. The Debtor's counsel is Sydney Jay Hall, Esq., at Law Offices Of Sydney Jay Hall, in Burlingame, California. The Debtor's estimated assets range from $10 million to $50 million and estimated liabilities range from $1 million to $10 million. This is the Debtor's third time in bankruptcy. PVA Apartments sought Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No. 14-43966) in Oakland on Sept. 29, 2014. The case was dismissed on Oct. 17, 2014. The Debtor previously filed a Chapter 11 petition on Oct. 4, 2013 (Bankr. N.D. Cal., Case No. 13-45558), which was dismissed on Oct. 29, 2013, for failure to file the balance of schedules of assets and liabilities on or before the date set by the Court. PVA APARTMENTS: Lender Wants Apartments to Remain With Receiver --------------------------------------------------------------- Secured lender Concord Funding Group, LLC, asks the U.S. Bankruptcy Court for the Northern District of California (Oakland Division), to excuse Stephen J. Donell, the receiver appointed for the apartment projects located at 1090 Mi Casa Court, in Concord, California, and at 2354 Bonifacio Street, in Concord, California, from complying with Sections 543(a) and (b) of the Bankruptcy Code. Concord bought the $8.0 million loan extended by Preferred Bank to the Debtor and a related entity, BEA East Apartments, LLC. The Debtor pledged the Mi Casa property as security for the loan, while BEA pledged the Bonifacio property as security for the loan. The Debtor and BEA defaulted on the loan. In June 2013, Concord filed an action entitled Concord Funding Group, LLC, v. PVA Apartments, LLC, et al., Contra Costa Superior Court Case No. C12-01897, under which it sought declaratory relief, quiet title, fraud and judicial foreclosure because the title issues prevented the lender from exercising the power of sale in the deeds of trust executed by the Debtor and BEA. In connection with the state court action, Mr. Donell was appointed receiver to take possession of, manage, and preserve the properties. The lender asserts that given the Debtor's and BEA's history of gross management of the properties, to the detriment of the tenants and the general public, and repeat bankruptcy filings, the lender asks that the Receiver be excused from turning over the properties and the rents from those properties in compliance with Sections 543(a) and (b), and allow the Receiver to remain in possession and control of the properties and continue to use rents to maintain and operate them, including continued efforts to eradicate bedbug and roach infestations. The lender is represented by: Susan S. Davis, Esq. COX, CASTLE & NICHOLSON LLP 2049 Century Park East, 28th Floor Los Angeles, CA 90067-3284 Tel: (310) 284-2200 Fax: (310) 284-2100 E-mail: sdavis@coxcastle.com About PVA Apartments Oakland, California-based PVA Apartments, LLC, sought protection under Chapter 11 of the Bankruptcy Code on Oct. 18, 2014 (Case No. 14-44224). The case is assigned to Judge Roger L. Efremsky. The Debtor's counsel is Sydney Jay Hall, Esq., at Law Offices Of Sydney Jay Hall, in Burlingame, California. The Debtor's estimated assets range from $10 million to $50 million and estimated liabilities range from $1 million to $10 million. This is the Debtor's third time in bankruptcy. PVA Apartments sought Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No. 14-43966) in Oakland on Sept. 29, 2014. The case was dismissed on Oct. 17, 2014. The Debtor previously filed a Chapter 11 petition on Oct. 4, 2013 (Bankr. N.D. Cal., Case No. 13-45558), which was dismissed on Oct. 29, 2013, for failure to file the balance of schedules of assets and liabilities on or before the date set by the Court. PVA APARTMENTS: Wants to Regain Management of Properties -------------------------------------------------------- PVA Apartments, LLC, wants to regain management of its two properties located in Concord, California, and has filed an application seeking authority from the U.S. Bankruptcy Court for the Northern District of California, Oakland Division, to designate its owner, Eric Terrell, as individual responsible for the duties and obligations of the Debtor as debtor-in-possession. Specifically, Eric Terrell, sole owner of the Debtor corporation, will be responsible for: (a) all financial decisions; (b) review and final approval of monthly operating reports; (c) appearance at 341 meetings and Debtor interviews by the U.S. Trustee's Office; (d) retention of professionals and other required individuals for employment; (e) decisions concerning proposed purchase and sale of estate property; (f) preparation, review, and compliance with taxation question; and (g) compliance with City, County, and State requirements for estate property. The Debtor says it will propose that management of its properties be turned over to Infinity Investments, a property management firm, and that the Debtor, with the assistance of the firm, be allowed to manage its assets in accordance with Sections 1107 and 1008 of the Bankruptcy Code. To recall, the two properties are currently under the control of a receiver appointed in connection with a lawsuit initiated by the Debtor's prepetition secured lender. Sydney Jay Hall, Esq., in Burlingame, California, tells the Court that Mr. Terrell is particularly aware of the problems and is aware of corrections made to the properties over the past year by contractors hired by the court receiver. Had creditors extended an offer of forbearance, Mr. Terrell would have exercised similar corrections and repairs, Mr. Hall asserts. Secured lender Concord Funding Group, LLC, objects to the Debtor's motion, asserting that Mr. Terrell should not be responsible for managing the apartment buildings as title to the apartment buildings is vested in Codessa Terrell, not the Debtor. Concord also argues that Mr. Terrell, as the sole owner of the Debtor, has not proven qualified to manage the Debtor or its assets. "The Debtor and BEA has bled the Properties of all rents for months before the Receiver's appointment while allowing the Properties to deteriorate to a point where the City of Concord was threatening to condemn them," Susan S. Davis, Esq., at Cox, Castle & Nicholson LLP, in Los Angeles, California, tells the Court. The Debtor, in response to the Concord's objection, maintains that its application should be approved over Concord's attempt to advance its Section 543(d) motion. The Debtor points out that Concord hired its own receiver to control the property; the receiver serves as both property manager and receiver, and the receiver pays himself over $100,000 in fees in just 11 months of service. The Debtor tells the Court that "Mr. Terrell exhausted his personal savings on the buildings in question before Concord Funding abruptly interjected and appointed its receiver and launched its campaign to discredit him and the Debtor company." About PVA Apartments Oakland, California-based PVA Apartments, LLC, sought protection under Chapter 11 of the Bankruptcy Code on Oct. 18, 2014 (Case No. 14-44224). The case is assigned to Judge Roger L. Efremsky. The Debtor's counsel is Sydney Jay Hall, Esq., at Law Offices Of Sydney Jay Hall, in Burlingame, California. The Debtor's estimated assets range from $10 million to $50 million and estimated liabilities range from $1 million to $10 million. This is the Debtor's third time in bankruptcy. PVA Apartments sought Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No. 14-43966) in Oakland on Sept. 29, 2014. The case was dismissed on Oct. 17, 2014. The Debtor previously filed a Chapter 11 petition on Oct. 4, 2013 (Bankr. N.D. Cal., Case No. 13-45558), which was dismissed on Oct. 29, 2013, for failure to file the balance of schedules of assets and liabilities on or before the date set by the Court. RURAL/METRO CORP: Against Sun City's Ambulance Service Application ------------------------------------------------------------------ Rusty Bradshaw, writing for Arizona.newszap.com, reports that Sun City fire officials expect Rural/Metro Corp. to oppose the Sun City Fire and Medical Department's application to provide ambulance service. Arizona.newszap.com relates that Rural Metro holds the two certificates for Sun City, and is therefore the only one that can provide ambulance service for the community. The report quoted Sun City Fire Chief Mike Thompson as saying, "We are being told that the Arizona Health and Human Services Department is taking another look at the certificates. We are told that if we are going to apply for a certificate, now is the time." According to Arizona.newszap.com, Mr. Thompson filed for a certificate of necessity in September to allow the Sun City district to respond to 911 ambulance calls. The report states that Mr. Thompson updated the fire district board of directors during its Oct. 14, 2014 work study meeting on the certificate of necessity application. Citing Mr. Thompson, the report says that Arizona Health Department officials returned the application asking for a full listing of billable items on an ambulance. SAM ADAMS: Loses West Seattle (Athletic) Club --------------------------------------------- Tracy Record, writing for the West Seattle Blog, reports that Sam Adams' West Seattle (Athletic) Club shut down last month and will open as West Seattle Health Club, a new club owned by John Pietromonaco. Dan Lehr, a representative of Mr. Pietromonaco and who is managing the transition to WS Health Club, said that they've taken over and that the transition is "moving faster than expected," West Seattle Blog relates. According to West Seattle Blog, opening date of the new club is still up in the air. West Seattle Blog says that Mr. Adams failed to make a $1.1 million payment due (mostly back rent) to Mr. Pietromonaco by the Oct. 24, 2014 deadline. According to court documents, Mr. Adams' company expected to get the money from a loan for which it said it had a contract. West Seattle Blog relates that the eviction action against Mr. Adams was initially filed in May, but it was put on automatic hold when Mr. Adams and his wife filed for Chapter 11 bankruptcy. The stay was later lifted after Mr. Adams missed a court-ordered August deadline for payment of some back rent, the report states. As reported by the TCR on July 15, 2014, Connie Thompson, writing for Komo News, reported that former Seattle Seahawk Sam Adams and his wife filed for Chapter 11 bankruptcy on June 28, 2014, in the midst of legal action surrounding his athletic club, West Seattle Fitness. Mr. Adams is represented by Lawrence Engel, Esq., as bankruptcy counsel. SAM ADAMS: Nov. 14 Hearing on Ch 11 Trustee's Case Conversion Bid ----------------------------------------------------------------- The U.S. Trustee has asked the bankruptcy court to convert Sam Adams' Chapter 11 case to one under Chapter 7 or to dismiss the case entirely, claiming that the Debtor has not filed any monthly financial reports since his bankruptcy filing, Tracy Record at West Seattle Blog reports. According to West Seattle Blog, the conversion motion is set for a Nov. 14 hearing. West Seattle Blog relates that a financial services company wanted to be added to the list of creditors, saying that the Debtor entered into a contract, less than a month before his Chapter 11 filing, selling a certain amount of "future receivables" to the company, for a six-figure sum, but not notifying the creditor about the subsequent filing. The Debtor's bankruptcy attorney denied that the "future receivables" deal was struck by the Debtor, but by his father Sam E. Adams, on behalf of the Debtor's company, the report says. West Seattle Blog adds that the couple from whom the Debtor was purchasing a waterfront Kirkland home on a rent-to-own basis are also seeking a court order requiring overdue rent payment. As reported by the TCR on July 15, 2014, Connie Thompson, writing for Komo News, reported that former Seattle Seahawk Sam Adams and his wife filed for Chapter 11 bankruptcy on June 28, 2014, in the midst of legal action surrounding his athletic club, West Seattle Fitness. Mr. Adams is represented by Lawrence Engel, Esq., as bankruptcy counsel. SAMUEL WYLY: Says Ch. 11 Should Block SEC Asset Freeze ------------------------------------------------------ Law360 reported that lawyers for billionaire investor Sam Wyly told a Texas bankruptcy judge his voluntary Chapter 11 petition protects his estate from the U.S. Securities and Exchange Commission's attempt to secure an asset freeze in New York federal court. According to the report, Mr. Wyly's lawyers said that although the SEC and the Internal Revenue Service can move forward with regulatory efforts, the bankruptcy filing's automatic stay operates to prevent the SEC from any attempt to collect a $198 million judgment. As previously reported by The Troubled Company Reporter, citing The Wall Street Journal, Mr. Wyly filed for Chapter 11 bankruptcy protection on Oct. 19, weeks after a judge ordered him to pay several hundred million dollars in a civil fraud case. In September, a federal judge ordered Mr. Wyly and the estate of his deceased brother to pay more than $300 million in sanctions after they were found guilty of committing civil fraud to hide stock sales and nab millions of dollars in profits. The case is In re Samuel E. Wyly, 14-35043, U.S. Bankruptcy Court, Northern District of Texas (Dallas). SCIENTIFIC GAMES: Denies Bally Deal Has Funding Woes ---------------------------------------------------- Scott Stuart, writing for The Deal, reported that Scientific Games Inc. said it remains fully committed to its $5.1 billion acquisition of Bally Technologies Inc. and expects to complete marketing debt for the transaction within the next few weeks. According to the report, Scientific Games, which is 39% controlled by Ronald Perelman's MacAndrews & Forbes Holdings Inc., is buying Bally, which provides electronic gambling games and technology, for $83.30 per share in cash. The Deal noted that an Oct. 27 story by Bloomberg News said JPMorgan, Bank of America and Deutsche Bank, which have marketed $2 billion of term loans for the deal, failed to gather interest for a $3.2 billion bridge loans for the transaction. About Scientific Games Scientific Games Corporation is a developer of technology-based products and services and associated content for worldwide gaming and lottery markets. The Company's portfolio includes instant and draw-based lottery games; electronic gaming machines and game content; server-based lottery and gaming systems; sports betting technology; loyalty and rewards programs; and social, mobile and interactive content and services. For more information, please visit: www.scientificgames.com. As of June 30, 2014, the Company had $4.18 billion in total assets, $3.95 billion in total liabilities and $225.9 million in total stockholders' equity. Scientific Games reported a net loss of $30.2 million in 2013, a net loss of $62.6 million in 2012 and a net loss of $12.6 million in 2011. * * * The TCR reported on May 21, 2014, that Moody's Investors Service downgraded Scientific Games Corporation's ("SGC") Corporate Family Rating to B1. The downgrade reflects Moody's view that slower than expected growth in SGC's Gaming and Instant Products segments will cause Moody's adjusted leverage to exceed 6.0 times by the end of 2014. As reported by the TCR on Aug. 5, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating to 'B+' from 'BB-' on Scientific Games Corp. "The downgrade and CreditWatch placement follow Scientific Games' announcement that it has agreed to acquire Bally Technologies for $5.1 billion, including the refinancing of about $1.8 billion in net debt at Bally," said Standard & Poor's credit analyst Ariel Silverberg. The TCR, on Sept. 5, 2014, reported that S&P affirmed its 'B+' corporate credit rating on Scientific Games and removed the ratings from CreditWatch, where they were placed with negative implications on Aug. 1, 2014. S&P also raised its issue-level rating to 'BB-' from 'B+' on the company's senior secured debt, which is expected to include a $650 million revolver (including $350 million incremental amount, which is expected to be committed concurrent with this financing transaction) due 2018, about $2.3 billion in existing term loan debt due 2020, a new $1.735 billion incremental term loan due seven years from closing, and about $750 million in new senior secured notes. On the same day, the TCR reported that Moody's assigned the following ratings to Scientific Games' proposed $5.5 billion debt offering: $1.735 billion senior secured term loan due 2022 at Ba3; $750 million senior secured notes due 2021 at Ba3; $2.2 billion of senior unsecured secured notes due 2022 and $500 million of senior unsecured notes due 2024 at Caa1. At the time of closing, Moody's expect the company's existing $300 million senior secured committed revolver expiring in 2018 will be increased to $650 million. Proceeds from this debt offering, borrowings under SGMS' revolver, and about $100 million of cash on hand will be used to fund SGMS' acquisition of Bally Technologies, Inc. (Bally, Ba3 on review for downgrade), repay substantially all of Bally's existing debt and pay related fees and expenses. SEARS HOLDINGS: To Close Four Kmart Stores in Michigan by January ----------------------------------------------------------------- Brent Snavely at Lansing State Journal reports that Sears Holdings will shut down four Kmart stores in Ann Arbor, Bay City, Iron Mountain and Warren in Michigan by January 2015, affecting 265 workers. State Journal states that liquidation sales at each of the stores has either already started or was scheduled to start on Nov. 1. The Company is closing stores while it is working to beef up its online sales, State Journal relates, citing spokesperson Howard Riefs. The report quoted Mr. Riefs as saying, "These actions will better enable us to focus our investments on serving our customers and members through integrated retail -- at the store, online and in the home." According to State Journal, Mr. Riefs said that employees who are eligible will get severance and have the opportunity to apply for open positions at other nearby Sears or Kmart stores. 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. SEEGRID CORP: 2 Largest Shareholders at Odds Over Bankr. Filing --------------------------------------------------------------- Justine Coyne at Pittsburgh Business Times reports that Anthony Horbal, former CEO of Seegrid Corporation and one of its largest shareholders, has accused the other largest shareholder, Giant Eagle Inc., of unfairly reorganizing the Debtor under bankruptcy. The Debtor's bankruptcy filing is an attempt by Giant Eagle and its principals to reorganize the affairs of the Debtor in a way that "yields tremendous value for themselves," Business Times states, citing William A. Brewer III, Esq., a partner at Bickel & Brewer and lead counsel for Mr. Horbal. The report quoted Mr. Horbal as saying, "Our clients believe that in taking such action, Giant Eagle is attempting to unfairly enrich itself at the expense of Seegrid investors, lenders, creditors and employees." Business Times relates that Mr. Horbal already brought two lawsuits against Giant Eagle in August, claiming that the grocer forced his ouster and blocked outside investment as a way to seize control of the Debtor. According to Business Times, Rob Borella, Giant Eagle's senior director of corporate communications, denied the allegation and instead assured that his company is trying to position the Debtor for success. Citing Mr. Borella, the report states that Giant Eagle "has proposed a bankruptcy plan that will allow any Seegrid investor to participate in Seegrid's ongoing business on the same terms as Giant Eagle. Giant Eagle has provided continued funding to Seegrid and a commitment to future investment. Upon approval by the bankruptcy court, Giant Eagle's investments will enable Seegrid to continue to pay creditors and employees during this time of transition." About Seegrid Corporation Pittsburgh-based Seegrid Corporation is a developer of robotic vision-guided automated vehicles. It was founded in 2003 by two Carnegie Mellon University robotic scientists, Hans Moravec and Scott Friedman. Seegrid Corporation filed for Chapter 11 bankruptcy protection (Bank. D. Del. Case No. 14-12391) on Oct. 21, 2014, estimating its assets at $1 million to $10 million and its debt at $50 million to $100 million. The Hon. Brendan Linehan Shannon presides over the case. The petition was signed by David Hellman, president. SEEGRID CORP: Gets Nod for December Hearing on Ch. 11 Plan ---------------------------------------------------------- Law360 reported that U.S. Bankruptcy Judge Brendan L. Shannon will hold on Dec. 10 a combined disclosure statement and plan confirmation hearing in Seegrid Corp.'s bankruptcy case. According to the report, Judge Shannon said he is sympathetic to timing concerns raised by former CEO Anthony Horbal but nevertheless agreed to hold a combined hearing on the robotics developer's prepackaged Chapter 11 plan. Seegrid Corporation filed for Chapter 11 bankruptcy protection (Bank. D. Del. Case No. 14-12391) on Oct. 21, 2014, estimating its assets at $1 million to $10 million and debt at $50 million to $100 million. The Hon. Brendan Linehan Shannon presides over the case. The petition was signed by David Hellman, president. Daniel B. Butz, Esq., Robert J. Dehney, Esq., and Curtis S. Miller, Esq., at Morris, Nichols, Arsht & Tunnell LLP, serve as the Debtor's bankruptcy counsel. Buchanan Ingersoll & Rooney PC is the Debtor's special corporate counsel. Logan & Company, Inc., is the Debtor's claim and noticing agent. SSG Advisors serves as the Debtor's financial advisors. SHELBOURNE NORTH: $394,000 in Claims Switched Hands By Oct. 2 ------------------------------------------------------------- In the Chapter 11 case of Shelbourne North Water Street L.P., a total of two claims switched hands from Sept. 9, 2014, to Oct. 2, 2014: Transferee Transferor Claim Amount ---------- ---------- ------------ RMW CLP Acquisitions II, LLC AECOM USA, Inc. $338,081.37 Liquidity Solutions, Inc. CMGRP, Inc. $56,645.48 About Shelbourne North Water Street L.P. A group of creditors filed an involuntary Chapter 11 petition against Chicago, Illinois-based Shelbourne North Water Street L.P. (Bankr. D. Del. Case No. 13-12652) on Oct. 10, 2013. The case is assigned to Judge Kevin J. Carey. The petitioners are represented by Zachary I Shapiro, Esq., and Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. The Debtor consented on Nov. 8, 2013, to being in Chapter 11 reorganization. FrankGecker LLP represents the Debtor in its restructuring effort. SIFCO SA: Noteholders Fail to Stymie Ch. 15 Recognition ------------------------------------------------------- Law360 reported that U.S. Bankruptcy Judge Robert Gerber in New York granted Brazilian auto parts manufacturer Sifco SA's petition for recognition of its foreign bankruptcy proceeding as a "foreign main proceeding" under Chapter 15 of the U.S. Bankruptcy Code, over the objection of a group of noteholders that contended Sifco couldn't be trusted to treat them fairly. According to the report, the noteholder group holding about $23.7 million of the principal amount of the senior secured notes raised questions about whether Sifco or its foreign representative, Rubens Leite, can provide sufficient protection to noteholders. Judge Gerber allowed Leite to serve as foreign representative, ordered that the collateral account be left in its current state, and didn't condition recognition on the appointment of an examiner. About SIFCO SA Brazilian company SIFCO SA began its operations in 1958, and today it believes that it is the sole producer and supplier of front axles and I-beams for trucks and buses in South America. SIFCO's management and engineers are located outside Sao Paulo, Brazil in the City of Jundiai, Brazil, where it also maintains manufacturing and foundry facilities. In the 1960s, SIFCO was dedicated to supplying the then-recently created domestic Brazilian automotive industry. Eventually, SIFCO began producing high technology forging components in compliance with the most comprehensive requirements of several automotive industry segments, such as tractors and agricultural machines, among others. SIFCO commenced a bankruptcy restructuring in Brazil on April 22, 2014. A day later, on April 23, it filed a Chapter 15 petition in U.S. Bankruptcy Court (Bankr. S.D.N.Y. Case No. 14-bk-11179) in Manhattan, New York. SIFCO distributes products in the U.S. through Westport Axle Corp., which was a subsidiary until it was sold in late 2013. The petition shows assets of less than $500 million and debt exceeding $500 million. SIFCO has $75 million outstanding on senior secured notes with Bank of New York Mellon Corp. as agent. SIFCO is owned by Sifco Metals Participacoes S.A. which is a privately owned company. SIFCO is represented in the U.S. proceedings by Duane Morris LLP, in New York. SMITH HEALTH CARE: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Smith Health Care, Ltd aka Smith Nursing Home fdba Smith Nursing & Convalescent Home of Mountain Top, Inc. 453 South Main Street Mountaintop, PA 18707 Case No.: 14-05092 Nature of Business: Health Care Chapter 11 Petition Date: October 31, 2014 Court: United States Bankruptcy Court Middle District of Pennsylvania (Wilkes-Barre) Judge: Hon. Robert N Opel II Debtor's Counsel: John H. Doran, Esq. DORAN & DORAN, P.C. 69 Public Square, Suite 700 Wilkes-Barre, PA 18701 Tel: 570 823-9111 Fax: 570 829-3222 Email: jdoran@doran-law.net - and - Lisa M. Doran, Esq. DORAN & DORAN, P.C. 69 Public Square, Suite 700 Wilkes-Barre, PA 18701 Tel: 570 823-9111 Fax: 570 829-3222 Email: ldoran@doran-law.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Donna L. Strittmatter, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. STICKNEY WEST: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Stickney West C&DD LLC 3 Hemisphere Way Bedford, OH 44146 Case No.: 14-16917 Chapter 11 Petition Date: October 31, 2014 Court: United States Bankruptcy Court Northern District of Ohio (Cleveland) Judge: Hon. Arthur I. Harris Debtor's Counsel: Jeffrey M Levinson, Esq. LEVINSON LLP 3783 S. Green Road Beachwood, OH 44122 Tel: 216.514.4935 Fax: 216.514.4936 Email: jml@jml-legal.com Total Assets: $51,252 Total Liabilities: $8.56 million The petition was signed by Todd S. Davis, Esq., authorized representative. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ohnb14-16917.pdf T-L CONYERS: Court Approves Valbridge Property as Appraiser ----------------------------------------------------------- T-L Conyers LLC, T-L Cherokee South, LLC and its debtor-affiliates sought and obtained permission from the Hon. J. Philip Klingeberger of the U.S. Bankruptcy Court for the Northern District of Indiana to employ Valbridge Property Advisors/Shaner Appraisals, Inc. as appraiser. The Court authorized the Debtors to: (a) employ Valbridge Property to conduct a valuation of the property located at the southeast corner of 95th Street and Antioch Road in Overland Park, Kansas (the "Property) and create an appraisal report based upon its findings; and (b) pay Valbridge Property the amount of $7,500 as a post- petition retainer from available cash collateral. MB Financial Bank, N.A. to the use of cash collateral to pay for such appraisals. MB Financial indicated that it has not consented to such use and that the Debtors have failed to demonstrate that MB Financial is adequately protected. The Debtors reply to MB Financial's objection saying that none of the objections asserted by MB Financial warrant a denial of the relief requested by the Debtors in the retention motion. The Counsel for MB Financial can be reached at: Ronald Barliant, Esq. GOLDBERG KOHN LTD. 55 East Monroe Street, Suite 3300 Chicago, IL 60603 Tel: (312) 201-4000 E-mail: ronald.barliant@goldbergkohn.com Valbridge can be reached at: Laird Goldsborough VALBRIDGE PROPERTY ADVISORS/ SHANER APPRAISALS, INC. 10990 Quivira, Suite 100 Overland Park, KS 66210 Tel: (913) 451-1451 Fax: (913) 529-4121 About T-L Cherokee T-L Conyers LLC, T-L Cherokee South, LLC, and two affiliates sought Chapter 11 protection in Hammond, Indiana, on Feb. 1, 2013. The Debtors are represented by David K. Welch, Esq., at Crane, Heyman, Simon, Welch & Clar, in Chicago. The Debtors own various shopping centers in Georgia and Kansas. T-L Cherokee South (Bankr. N.D. Ind. Case No. 13-20283) estimated assets and debts of $10 million to $50 million. T-L Cherokee owns and operates a commercial shopping center in Overland Park, Kansas known as "Cherokee South Shopping Center". The Debtors are entities managed by Westchester, Illinois-based Tri-Land Properties, Inc., which sought Chapter 11 protection (Case No. 12-22623) on July 11, 2012. TRUMP ENTERTAINMENT: Union Blasts Bid to Stifle Communications -------------------------------------------------------------- Law360 reported that Unite Here Local 54, which represents more than 1,000 employees at New Jersey's Trump Taj Mahal, urged a Delaware bankruptcy judge to reject a motion aimed at controlling its communications with casino customers, saying the relief sought by Trump Entertainment Resorts Inc. violates the Constitution and federal labor law. According to the report, the union complained that Trump Entertainment lacks legal grounds to impose the Bankruptcy Code's automatic stay against the union for talking with convention attendees about labor disputes arising from the company's Chapter 11. 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. TERESA GIUDICE: Can't Serve Term in Halfway House ------------------------------------------------- Law360 reported that U.S. District Judge Esther Salas in New Jersey declined to partially convert a 15-month prison sentence for Teresa Giudice, the "Real Housewives of New Jersey" star convicted on fraud and tax evasion charges, saying the court didn't intend for Ms. Giudice to serve time in a halfway house. According to the report, Ms. Giudice entered a letter motion pursuant to the Second Chance Act, which allows the federal Bureau of Prisons to send prisoners to a transitional living facility in lieu of up to a year of prison time, but Judge Salas adhered to the findings she made in sentencing Ms. Giudice in early October. As previously reported by The Troubled Company Reporter, Ms. Giudice and her husband, Giuseppe, will 15 months and 41 months in prison, respectively, after pleading guilty to bankruptcy fraud, tax evasion and other charges. The couple, who admitted to concealing their assets in Chapter 7 bankruptcy filings and fraudulently securing mortgage loans through falsified applications, must also forfeit $414,588 and serve two years' probation, the TCR reported, citing a prior Law360 report. Giuseppe, 43, was fined $10,000, and Teresa, 42, was fined $8,000 by Judge Salas, Law360 said. 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. 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. TWIN CITY HOSPITAL: Summary Judgment Ruling Upheld in D&O Suit -------------------------------------------------------------- The Court of Appeals of Ohio, Fifth District, Tuscarawas County, affirmed the November 15, 2013, Judgment Entry entered by the Tuscarawas County Court of Common Pleas, which granted summary judgment in favor of Gregg Andrews, et al. and against Mark D. Kozel, as Chapter 7 Trustee for Twin City Hospital. The Chapter 7 Trustee took an appeal from that judgment. Twin City Hospital is a small rural acute care hospital located in Dennison, Tuscarawas County, Ohio. Twin City has served the community for over 100 years. On October 13, 2010, Twin City filed Chapter 11 Bankruptcy. The creditors of Twin City duly elected Kozel as Trustee, replacing the originally appointed Trustee. The proceeding under Chapter 11 was subsequently converted to a Chapter 7 proceeding. On January 23, 2012, Kozel filed a complaint in the U.S. Bankruptcy Court for the Northern District of Ohio, Eastern Division, against Carol Hoffman, Marge Jentes, Darrell Pancher, John Rypien, Bill Surber, Jim Weaver, Dr. Gregg Andrews, Fred Bollon, Greg DiDonato, Tim McKnight, Rod Rafael, and Doug Ross as defendants. They are the former Board Members of Twin City. Kozel asserted that the former board members acted improperly by issuing approximately $17.3 million in tax exempt revenue bonds to fund new construction and renovations to Twin City and to refinance the hospital's outstanding long-term obligations while its finances were in poor condition. On March 12, 2012, Hoffman et al. filed their motion for abstention, asking the bankruptcy court to exercise its permissive authority to abstain from hearing the adversary proceeding pursuant to 28 U.S.C. Sec. 1334(c)(1), and allow the matter to be heard by the Tuscarawas County Court of Common Pleas. The bankruptcy court granted Hoffman et al's motion and ordered the case be filed in the Tuscarawas County Court of Common Pleas. Kozel filed the instant action on May 22, 2012. A visiting judge was assigned to the case. Hoffman et al. filed a Civ.R. 12(B)(6) motion to dismiss. Kozel filed a brief in opposition thereto. Via Order of the Court filed August 15, 2012, the trial court found the parties' motions presented matters outside the complaint and ordered the motion to dismiss be treated as a motion for summary judgment, and permitted the parties to file supplemental briefs and supporting evidence. Via Judgment Entry filed November 15, 2013, the trial court granted summary judgment in favor of Hoffman et al. The case is, MARK D. KOZEL, AS CHAPTER 7 TRUSTEE FOR TWIN CITY HOSPITAL, Plaintiff-Appellant, v. GREGG ANDREWS, et al., Defendants-Appellees, No. 2013 AP 12 0049 (Ohio App.). A copy of the Court of Appeals's October 28, 2014 Opinion is available at http://bit.ly/1o7LkOxfrom Leagle.com. Hoffman et al. are represented by: Lee E. Plakas, Esq. Joshua E. O'farrell, Esq. David L. Dingwell, Esq. Edmond J. Mack, Esq. TZANGAS, PLAKAS & MANNOS 220 Market Avenue South, 8th Floor Canton, OH 44702 Judges William B. Hoffman, P. J., Sheila G. Farmer, J. and John W. Wise, comprise the appeals court panel. Judge Hoffman concurred, in part, and dissented, in part. About Twin City Hospital Dennison, Ohio-based Twin City Hospital filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ohio Case No. 10-64360) on Oct. 13, 2010. Shawn M. Riley, Esq., at McDonald Hopkins LLC, represents the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million. Twin City Hospital has sold substantially all of its assets to Trinity Hospital Twin City, an affiliate of the Franciscan Services Corp. for $4.85 million. The case was converted from a chapter 11 to a chapter 7 on June 28, 2011, following the sale. Mark D. Kozel was appointed as Chapter 7 trustee. UNITEK GLOBAL: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------ Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- UniTek Global Services, Inc. 14-12471 1777 Sentry Parkway West Gwynedd Hall, Suite 302 Blue Bell, PA 19422 UniTek Holdings, Inc. 14-12472 1777 Sentry Parkway West Gwynedd Hall, Suite 302 Blue Bell, PA 19422 UniTek Midco, Inc. 14-12473 UniTek Acquisition, Inc. 14-12474 Nex-Link USA Communications, Inc. 14-12475 UniTek USA, LLC 14-12476 Pinnacle Wireless USA, Inc. 14-12477 DirectSAT USA, LLC 14-12478 FTS USA, LLC 14-12480 Advanced Communications USA, Inc. 14-12481 Type of Business: A full service provider of technical services to customers in the wireless telecommunications, public safety, satellite television and broadband cable industries in the United States and Canada. Chapter 11 Petition Date: November 3, 2014 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Peter J. Walsh Debtors' Michael J. Pedrick, Esq. Counsel: Justin W. Chairman, Esq. MORGAN, LEWIS & BOCKIUS LLP 1701 Market Street Philadelphia, PA 19103-2921 Tel: (215) 963-5000 Fax: (215) 963-5001 E-mail: mpedrick@morganlewis.com jchairman@morganlewis.com - and - Neil E. Herman, Esq. Wendy S. Walker, Esq. MORGAN, LEWIS & BOCKIUS LLP 101 Park Avenue New York, New York 10178-0060 Tel: (212) 309-6000 Fax: (212) 309-6001 E-mail: nherman@morganlewis.com Debtors' Robert S. Brady, Esq. Co-Counsel: M. Blake Cleary, Esq. YOUNG, CONAWAY, STARGATT & TAYLOR, LLP 1000 North King Street Wilmington, DE 19801 Tel: 302-571-6600 Fax: 302-571-1253 E-mail: rbrady@ycst.com mbcleary@ycst.com - and - Kenneth J. Enos, Esq. YOUNG, CONAWAY, STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: 302-571-6600 E-mail: kenos@ycst.com Debtors' Notice & EPIQ BANKRUPTCY SOLUTIONS, LLC Claims Agent and Administrative Advisor: Debtors' MILLER BUCKFIRE & CO. LLC Financial Advisor: Debtors' PROTIVITI INC. Restructuring Advisor: Unitek Global's Total Assets: $3.2MM as of Sept. 30, 2014 Unitek Global's Total Liabilities: $186MM as of Sept. 30, 2014 The petitions were signed by Andrew J. Herning, chief financial officer. Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ DirecTV Trade $7,614,520 Attn: Stacie Saito P.O. Box 100455 Pasadena, CA 91189-0455 Tel: 310-964-4398 E-mail: SASaito@DIRECTV.COM Edward Monroe Litigation $5,000,000 Attn: Anna P. Prakash, Esq. 4600 IDS Center, 80 So. 8th St. Minneapolis, MN 55402 Tel: 612-256-3200 E-mail: aprakash@nka.com Skylink Ltd. Transaction $1,950,000 Attn: Jennifer R. Hoover, Esq. Benesch, Friedlander, Coplan & Aronoff LLP 222 Delaware Avenue, Suite 801 Wilmington, DE 19801 Tel: 302-442-7006 Fax: 302-442-7012 E-mail: jhoover@beneschlaw.com Automotive Rentals Inc. Equipment Lease $1,049,634 Attn: Will Thomas 4001 Leadenhall Road Mt. Laurel, NJ 08054 Tel: 856-778-1500 E-mail: WThomas@arifleet.com Fox Rothschild LLP Professional Fee $795,795 Attn: Colin Dougherty P.O. Box 3001 Blue Bell, PA 19422 Tel: 610-397-3908 E-mail: cdougherty@foxrothschild.com Verizon Wireless Trade $637,446 Attn: Chinela Davis 175 Calkins Road Rochester, NY 14623 Tel: 800-811-6200x1072438 E-mail: chinela.davis@verizon.com Gallant Fox Electric Corporation Trade $555,535 Attn: Robert Mancini 27 West 20th St. Suite 703 New York, NY 10011 Tel: 212-255-2355 Fax: 718-581-0775 Ryder Transporation Services Trade $496,394 Attn: Steve Zeady, VP Maintenance Solutions 11690 NW 105th Street Miami, FL 33178 Tel: 305-500-3906 E-mail: szeady@ryder.com Barons Utilities Corp. Trade $469,810 Attn: Sandra L. Garling 90 Harts Lane Albany, NY 12204 Tel: 518-456-12204 E-mail: sgarling@baroncompanies.com Winmark Capital Corporation Equipment $437,307 Attn: Steven C. Zola Lease 605 Highway 169 N. Suite 400 Minneapolis, MN 55441 Tel: 805-966-3500 x11 E-mail: szola@winmarkcorporation.com Northeast Towers Inc. Trade $403,135 Attn: Jim Wicks 199 Brickyard Rd Farmington, CT 06032 Tel: 860-677-1999 E-mail: jim@northeasttowers.com Oracle America, Inc. Trade $353,382 Attn: Kushal Shriyan P.O. Box 203448 Dallas, TX 75320 Tel: 91-804-065-6988(India) E-mail: kushal.shriyan@oracle.com Wireless Construction Trade $267,045 Solutions LLC Attn: Matthew T. Libous 190 Bedford Ave. Suite 418 Brooklyn, NY 11249 Tel: 917-273-4542 E-mail: mlibous@wcsnys.com Trimble Navigation Limited Trade $262,048 Attn: Alvin Tam Dept 33209 P.O. Box 39000 San Francisco, CA 94139 Tel: 408-456-6631 E-mail: Alvin_Tam@trimble.com Extended Stay Hotels Trade $254,813 Attn: LaToya Potts P.O. Box 49289 Charlotte, NC 28277 Tel: 980-345-1936 E-mail: lpotts@extendedstay.com Hutton Communications Trade $223,063 American Tower Corporation Trade $217,712 Great Lakes Aerial Maintenance Trade $215,500 and Construction, Co., Inc. Sky King Subcontractor $215,221 Grant Thornton LLP Professional Fee $175,000 Valmont Site PRO 1 Trade $153,443 CEI Group, Inc., The Trade $152,915 Industrial Control Trade $148,200 Distributors Inc. New Boston Prism Hackensack-20119 Rent $144,278 Comdata Trade $141,880 NX Utilities LLC Transaction $138,145 Mexus Inc. Subcontractor $133,696 SBA Communications Corporation Trade $130,212 Pctelworx Inc. Trade $123,386 Sunbelt Rentals Inc. Trade $122,299 US SECURITY ASSOCIATES: S&P Affirms B CCR & Alters Outlook to Neg ----------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Georgia-based contracted security services company U.S. Security Associates Holdings Inc. (USS) and revised the outlook to negative from stable. In addition, S&P affirmed its 'B' issue-level rating on the company's senior secured bank credit facility. The recovery rating remains '3', indicating S&P's expectation for meaningful (50% to 70%) recovery for secured creditors in the event of a payment default. "We are revising our outlook on USS to reflect the potential for weakening operating performance next year and the potential for a financial covenant violation absent a meaningful improvement in leverage or relief provided by the bank group," said Standard & Poor's credit analyst Jacqueline Hui. "The maximum leverage covenant steps down in upcoming quarters and we expect covenant cushion to significantly tighten in the absence of material leverage improvement, with a potential violation occurring in the third quarter of 2015." Standard & Poor's expects USS to continue to prioritize small tuck-in acquisitions over debt reduction. Also, though the company's operating performance is slowly improving as it addresses integration missteps related to the Andrews acquisition, S&P forecasts adjusted credit metrics to remain weak. S&P's base- case scenario reflects modest organic sales growth and relatively stable margins over the next year, with adjusted leverage in the high-7x area, adjusted funds from operations to total debt below 6%, and adjusted EBITDA interest coverage around 1.7x. This compares to about 8x, about 4%, and about 1.6x, respectively, for the 12 months ended June 30, 2014. However, S&P also believes there could be profit headwinds if the company is unable to fully pass through or otherwise offset costs related to the Affordable Care Act. These factors support our assessment of the company's financial risk profile is "highly leveraged". S&P also bases its ratings on USS on its narrow business focus, competitive operating environment, low barriers to entry, and exposure to changes in the structure of health care. These factors support our "weak" business risk assessment. VARIANT HOLDING: Hearing Delayed After Ch. 11 Deal Draws Fire ------------------------------------------------------------- Law360 reported that U.S. Bankruptcy Judge Brendan L. Shannon in Wilmington, Del., pushed back the hearing to consider approval of the deal between Variant Holding Co. LLC and creditor Beach Point Capital Management LP after three creditors for one of Variant's non-debtor subsidiaries objected to the settlement and the short amount of time it would have to mount a case against the Debtor. According to the report, the creditors -- IMH Financial Corp., Royal Multifamily Ventures 2013 -1 LLC and Royal Multifamily Promote 2013-1 LLC -- complain that the settlement, which would have Beach Point provide up to $10 million in DIP financing and which implements a protocol for the Debtor to sell off part of its $300 million real estate portfolio, decides who has the rights to proceeds from sales of non-debtor subsidiaries that are many times removed in ownership from Variant to the detriment of the IMH creditors. About Variant Holding Variant Holding Company, LLC, commenced bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug. 28, 2014, without stating a reason. Tucson, Arizona-based Variant Holding estimated $100 million to $500 million in assets and less than $100 million in debt. The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel. Members holding the majority of the interests in the company, namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the resolution authorizing the bankruptcy filing. W.R. GRACE: Former Workers Seek OK to Sue Insurer Over Asbestos --------------------------------------------------------------- Law360 reported that two former W.R. Grace & Co. employees launched an adversary proceeding asking the U.S. Bankruptcy Court in Delaware to declare that their planned lawsuit against Maryland Casualty Co. won't violate the so-called channeling injunction under the chemical company's Chapter 11 plan. According to the report, Ralph Hutt and Carl Osborn, who allege they were sickened from asbestos exposure at Grace's Libby, Montana, mill, plan to sue the insurer of negligence for allegedly designing a poor industrial hygiene program at the Montana facility, failing to conduct proper inspections and falling to warn employees of the risk of asbestos exposure. The former workers' bad faith claim alleges the insurer hid information about the facility's dangers in order to prevent employees from filing occupational disease claims before they were time-barred, the report related. The adversary case is Hutt et al. v. Maryland Casualty Co., case number 1:14-ap-50867, in the U.S. Bankruptcy Court for the District of Delaware. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. Grace employs approximately 6,500 people in over 40 countries and had 2012 net sales of $3.2 billion. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). The Debtors are represented by Adam Paul, Esq., and John Donley, P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago, Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Delaware. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. Roger Frankel serves as legal representative for victims of asbestos exposure who may file claims against W.R. Grace. Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces David Austern, who was appointed to that role in 2004. Mr. Frankel has served as legal counsel for Mr. Austern who passed away in May 2013. The FCR is represented by Orrick Herrington & Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as Delaware co-counsel; and Lincoln Partners Advisors LLC as financial adviser. Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. W.R. Grace defeated four appeals from approval of the Plan. A fifth appeal was by secured bank lenders claiming the right to $185 million of interest at the contractual default rate. Pursuant to a settlement announced in December 2013, lenders are to receive $129 million in settlement of the claim for additional interest. WALTER ENERGY: Bank Debt Trades at 14% Off ------------------------------------------ Participations in a syndicated loan under which Walter Energy, Inc is a borrower traded in the secondary market at 86.15 cents-on- the-dollar during the week ended Friday, Oct. 31, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 1.35 percentage points from the previous week, The Journal relates. Walter Energy, Inc. pays 575 basis points above LIBOR to borrow under the facility. The bank loan matures on March 14, 2018. The bank debt carries Moody's Ba3 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 255 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. * More Cases Being Disposed by Way of 11 U.S.C. Sec. 363 Sale ------------------------------------------------------------- Brian L. Davidoff, writing for Corpcounsel.com, reports that more and more cases these days are being disposed of by way of a relatively quick Section 363 sale. According to Corpcounsel.com, the timeline to conduct a 363 sale has decreased from about 350 days in 1980 to under 100 days in 2013, with much of the acceleration coming in the last few years. The report says that the increase in speed include: (i) greater judicial acceptance; (ii) availability of capital (or lack thereof) -- private equity groups, hedge funds and other specialty DIP lenders seem more interested to deploy their capital, often on a secured interim DIP financing basis, with a view toward becoming a credit buyer in a follow-on transaction; and (iii) increasingly enormous cost to turn a company around in a traditional Chapter 11 versus lesser cost brought by a quickly structured Section 363 sale occurring within the first 60 or 90 days of a bankruptcy case. Corpcounsel.com relates that the largest cases attract public attention, but smaller companies are also engaging in relatively quick all-asset sales. * Restructuring Pros Want Bankr. Restrictions for Schools Eased --------------------------------------------------------------- Regulations could be amended so that higher education institutes don't immediately lose their eligibility for Title IV federal student aid program upon filing for bankruptcy, Maria Chutchian, writing for Forbes, reports, citing Joseph Smolinsky, a partner at Weil Gotshal & Manges, and other industry watchers. Restructuring attorneys, according to Forbes, want Congress to consider easing this restriction, among others. Mr. Smolinsky and the industry watchers suggest a 90-day window between a filing and the date financing is terminated, the report states. Forbes relates that postsecondary schools that enter bankruptcy still have the option of selling their assets. Forbes adds that financially strained colleges can also restructure their debt outside of a courtroom if they don't want to lose their Title IV funding and be forced into a sale or wind-down process. * bestattorneysonline.com Unveils Ratings of Top Bankruptcy Firms ----------------------------------------------------------------- The independent authority on legal services, bestattorneysonline.com, has named their ratings of the 30 best financial legal services in the legal industry for the month of November 2014. Each year thousands of legal services are put to the test by an independent research team dedicated to selecting notable vendors. The ratings are separated based on the type of firm being provided. A copy of the rankings of the best bankruptcy and debt legal firms for November 2014 is available at http://is.gd/vlgbgK The bestattorneysonline.com independent research team spends time analyzing debt legal firms by taking a meticulous look at key strengths and competitive advantages of competing legal firms. The recommendations are created through the use of a set of evaluation criteria. The five criteria used to benchmark and compare firms include chapter 11, chapter 7, bankruptcy, debt analysis, and collections. Legal firms are put to the test to ensure the top firms are listed to assist businesses in selecting the absolute top firms to meet their specific requirements. About bestattorneysonline.com bestattorneysonline.com is an online producer of independent reviews and ratings. The ratings of the best legal agencies are released monthly to assist businesses in connecting with financial legal agencies which feature a history of effective services. Thousands of legal agencies are put to the test while only the absolute best agencies are featured in the ratings. * Frank J. Vecchione Honored as 50-Year Members of ECBA ------------------------------------------------------- Frank J. Vecchione, a director in Gibbons P.C.'s Financial Restructuring & Creditors' Rights Department, along with Michael R. Griffinger, a director in the Business & Commercial Litigation Department, was honored as Fifty-Year member of the Essex County Bar Association at the organization's annual dinner on Oct. 16, 2014. Mr. Vecchione represents distressed debtors (including law firms) in the restructuring of their financial affairs, both outside of court and in court under Chapter 11 of the Bankruptcy Code. He also represents trustees and other fiduciaries in both state and federal court. Mr. Vecchione has spent the bulk of his professional career representing parties, mainly debtors, in the restructuring of their financial affairs. At the same time, for 21 years, he was an adjunct professor at Seton Hall Law School, offering a course in debtor-creditor relations and bankruptcy. In 1991, Mr. Vecchione was inducted as a fellow in the American College of Bankruptcy. At Gibbons, Mr. Griffinger's practice is focused primarily on sophisticated corporate and commercial disputes, securities litigation, and antitrust matters. He has recently served as chairman of the Judicial and Prosecutorial Appointments Committee of the New Jersey State Bar Association; chairman of the Board of Volunteer Lawyers for Justice; and chairman of the Board of Legal Services Foundation. Twelve other prominent lawyers and judges were also honored at the event, where Governor Brendan T. Byrne received the 2014 Lifetime Achievement Award. Gibbons also announced its 2014 class of fall associates, which includes four recent clerks for the Superior Court of New Jersey, Appellate Division; one for the Supreme Court of New Jersey; and two for the United States District Courts. In addition, fall associate June Kim was selected through the National Asian Pacific American Bar Association's 2014 NAPABA-Prudential Law Fellowship program, a new partnership that provides challenging post- graduation employment to a recent law school graduate. The fall associates, along with their practice areas, are: (a) Jake F. Goodman, Criminal Defense; (b) Randy A. Gray, Products Liability; (c) Charlotte Howells, Business & Commercial Litigation; (d) June Kim, Corporate; (e) Daniel J. McGrady, Business & Commercial Litigation; (f) Ana Isabel Mu�oz, John J. Gibbons in Public Interest & Constitutional Law; (g) Amanda M. Munsie, Products Liability; and (h) Kaitlyn E. Stone, Business & Commercial Litigation. According to Gibbons, fully 75% of its litigation attorneys served for federal or state judges, including many sitting judges and justices of the Third Circuit Court of Appeals; U.S. District Courts; state supreme courts; state appellate courts; and many chancery courts throughout the region. * Olshan Bankr. Partners Publish Article on Lessons From Genco -------------------------------------------------------------- Michael Fox, Esq., Adam Friedman, Esq., and Jordanna Nadritch, Esq., partners at Oshan Frome Wolosky LLP, authored the article "Genco Shipping: Valuation Lessons Learned from 'Underwater' Equity" published by BNA Insights, which discusses the pre- packaged Chapter 11 case where equity holders fought for a recovery, the U.S. Bankruptcy Court for the Southern District of New York confirmed Genco Shipping's Chapter 11 plan, favoring an alternative asset-based valuation over the more widely accepted discounted cash flow method. Olshan posted on its website that the valuation approved by the Court left equity underwater and demonstrates the practical and strategic implications involved in a valuation contest and discusses the key lessons to be learned from the Genco decision for both equity owners and investors. * Two Otterbourg Members Named in 2014 Irish Legal 100 ------------------------------------------------------ Otterbourg P.C. members John J. Hanley, of the corporate group, and Thomas P. Duignan, of the banking and finance group, have been ranked in the 2014 Irish Legal 100 by the Irish Voice. Awards were presented to the honorees on Oct. 30 during a ceremony hosted by Anne Anderson, the Irish ambassador to the United States, at her residence in Washington, DC. The Irish Legal 100 is comprised of some of the most accomplished and distinguished lawyers of Irish descent from all across the United States. The honorees were selected based upon peer nominations, law school and bar association monitoring and other legal rankings. Lawyers are chosen from the judiciary, government, law firms, in-house counsel and law schools. Mr. Hanley represents hedge funds, investment banks, trading desks, and special purpose vehicles in the purchase and sale of bank loans and other financial claims in the U.S., European, Latin American and Asia Pacific markets. He also represents lenders and arrangers in syndicated loan transactions and underwriters, initial purchasers and placement agents in the offering and sale of debt and equity securities in 144A and Regulation D transactions. Mr. Duignan focuses his practice on complex asset-based lending, commercial lending, vendor and equipment financing, and on representing buyers and sellers of financial assets. He has wide- ranging experience with syndicated and single lender transactions, multicurrency transactions, cross border transactions, letters of credit, and intercreditor arrangements. His clients typically include banks, finance companies and hedge funds. About Otterbourg P.C. Otterbourg P.C. offers clients a unique combination of legal insight and practical solutions and is known for its integrity, stability and business knowledge. The firm regularly represents clients in matters of national and international scope, including institutional lenders and creditors such as banks, asset-based lenders, hedge funds and private equity firms. The firm?s practice includes domestic and cross-border financings, litigation and alternative dispute resolutions, mergers and acquisitions and other corporate transactions, real estate, restructuring and bankruptcy proceedings, and trusts and estates. * Large Companies With Insolvent Balance Sheet ---------------------------------------------- Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- 6D GLOBAL TECHNO SIXD US - (15.1) (15.1) ABSOLUTE SOFTWRE ABT CN 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 ALSWF US 129.2 (9.4) 0.4 ADVANCED CELL TE T2N1 GR 5.5 (5.8) (4.8) ADVANCED CELL TE ACTC US 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 432.9 (76.3) (106.9) ADVENT SOFTWARE ADVS US 432.9 (76.3) (106.9) AEMETIS INC AMTX US 95.4 (1.1) (18.1) AIR CANADA-CL A ADH TH 10,522.0 (1,822.0) (226.0) 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 AC/A CN 10,522.0 (1,822.0) (226.0) AIR CANADA-CL B AC/B CN 10,522.0 (1,822.0) (226.0) AIR CANADA-CL B AIDEF US 10,522.0 (1,822.0) (226.0) ALLIANCE HEALTHC AIQ US 468.1 (131.0) 59.7 AMC NETWORKS-A 9AC GR 3,685.9 (396.1) 689.3 AMC NETWORKS-A AMCX US 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 161.0 (39.4) (22.7) ANGIE'S LIST INC 8AL TH 161.0 (39.4) (22.7) ANGIE'S LIST INC 8AL GR 161.0 (39.4) (22.7) ARRAY BIOPHARMA ARRY US 139.1 (25.7) 68.9 AUTOZONE INC AZ5 GR 7,517.9 (1,621.9) (960.5) AUTOZONE INC AZO US 7,517.9 (1,621.9) (960.5) AUTOZONE INC AZ5 TH 7,517.9 (1,621.9) (960.5) AUTOZONE INC AZOEUR EU 7,517.9 (1,621.9) (960.5) AVALANCHE BIOTEC AVU GR 54.8 43.0 48.9 AVALANCHE BIOTEC AAVL US 54.8 43.0 48.9 AVID TECHNOLOGY AVID US 191.9 (349.4) (150.5) BENEFITFOCUS INC BTF GR 141.0 (14.6) 52.3 BENEFITFOCUS INC BNFT US 141.0 (14.6) 52.3 BERRY PLASTICS G BERY US 5,419.0 (118.0) 654.0 BERRY PLASTICS G BP0 GR 5,419.0 (118.0) 654.0 BRP INC/CA-SUB V DOO CN 1,895.9 (44.8) 133.6 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 BURLINGTON STORE BURL US 2,555.3 (140.1) 102.3 BURLINGTON STORE BUI GR 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 8441293Q US 6,701.1 (5,133.2) 338.4 CABLEVISION-W/I CVC-W US 6,701.1 (5,133.2) 338.4 CADIZ INC CDZI US 57.9 (45.6) 4.7 CAESARS ENTERTAI C08 GR 27,069.4 (2,578.4) 1,716.6 CAESARS ENTERTAI CZR US 27,069.4 (2,578.4) 1,716.6 CAPMARK FINANCIA CPMK US 20,085.1 (933.1) - CASELLA WASTE CWST US 656.6 (7.6) (11.6) 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 664.2 (397.0) 206.0 CHOICE HOTELS CHH US 664.2 (397.0) 206.0 CIENA CORP CIEN TE 2,100.4 (45.2) 889.3 CIENA CORP CIE1 TH 2,100.4 (45.2) 889.3 CIENA CORP CIE1 GR 2,100.4 (45.2) 889.3 CIENA CORP CIEN US 2,100.4 (45.2) 889.3 CINCINNATI BELL CBB US 2,176.9 (556.0) 337.7 CIVITAS SOLUTION 1CI TH 1,031.5 (62.0) 66.1 CIVITAS SOLUTION CIVI US 1,031.5 (62.0) 66.1 CIVITAS SOLUTION 1CI GR 1,031.5 (62.0) 66.1 CLEAR CHANNEL-A CCO US 6,383.9 (132.6) 376.9 CLEAR CHANNEL-A C7C GR 6,383.9 (132.6) 376.9 CLIFFS NATURAL R CLF* MM 4,811.2 (177.3) 242.3 CLIFFS NATURAL R CVA GR 4,811.2 (177.3) 242.3 CLIFFS NATURAL R CVA TH 4,811.2 (177.3) 242.3 CLIFFS NATURAL R CLF US 4,811.2 (177.3) 242.3 CORINDUS VASCULA CVRS US 0.0 (0.0) (0.0) 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 DIG1 GR 22,126.0 (6,127.0) (624.0) DIRECTV DTVEUR EU 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 TH 1,773.4 (1,077.1) (60.3) 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 LHC1 GR 46.1 (9.5) (7.2) EMPIRE RESORTS I NYNY US 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 FEG GR 1,572.3 (111.6) 9.9 FERRELLGAS-LP FGP US 1,572.3 (111.6) 9.9 FMSA HOLDINGS IN FMSAEUR EU 1,375.5 (82.0) 232.3 FMSA HOLDINGS IN FMSA US 1,375.5 (82.0) 232.3 FMSA HOLDINGS IN FM1 GR 1,375.5 (82.0) 232.3 FMSA HOLDINGS IN FM1 TH 1,375.5 (82.0) 232.3 FREESCALE SEMICO 1FS GR 3,306.0 (3,593.0) 1,333.0 FREESCALE SEMICO FSL US 3,306.0 (3,593.0) 1,333.0 FREESCALE SEMICO 1FS TH 3,306.0 (3,593.0) 1,333.0 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 29,825.0 (6,018.0) 2,895.0 HCA HOLDINGS INC HCA US 29,825.0 (6,018.0) 2,895.0 HCA HOLDINGS INC 2BH GR 29,825.0 (6,018.0) 2,895.0 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 HUTCU US 110.2 (101.6) (113.8) HUGHES TELEMATIC HUTC US 110.2 (101.6) (113.8) IHEARTMEDIA INC IHRT US 14,752.2 (9,315.2) 1,225.6 INCYTE CORP INCY US 785.3 (89.6) 538.0 INCYTE CORP ICY TH 785.3 (89.6) 538.0 INCYTE CORP ICY GR 785.3 (89.6) 538.0 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 1JE GR 1,511.6 (169.0) 230.1 JUST ENERGY GROU JE CN 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 LWI TH 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9 LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9 LEE ENTERPRISES LEE US 828.2 (165.0) (26.0) LORILLARD INC LO US 3,275.0 (2,155.0) 918.0 LORILLARD INC LLV TH 3,275.0 (2,155.0) 918.0 LORILLARD INC LLV GR 3,275.0 (2,155.0) 918.0 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 6,847.0 (1,842.0) (1,186.0) MARRIOTT INTL-A MAQ GR 6,847.0 (1,842.0) (1,186.0) MARRIOTT INTL-A MAR US 6,847.0 (1,842.0) (1,186.0) MARRIOTT INTL-A MAQ QT 6,847.0 (1,842.0) (1,186.0) MDC PARTNERS-A MD7A GR 1,707.3 (86.7) (256.5) MDC PARTNERS-A MDCA US 1,707.3 (86.7) (256.5) MDC PARTNERS-A MDZ/A CN 1,707.3 (86.7) (256.5) 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 MIM GR 1,716.0 (2,734.0) 493.0 MICHAELS COS INC MIK US 1,716.0 (2,734.0) 493.0 MONEYGRAM INTERN MGI US 4,600.2 (157.2) 87.1 MORGANS HOTEL GR M1U GR 684.8 (211.2) 124.9 MORGANS HOTEL GR MHGC US 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 XWM GR 1,005.2 (188.3) 79.1 NATIONAL CINEMED NCMI US 1,005.2 (188.3) 79.1 NAVISTAR INTL IHR GR 7,702.0 (4,046.0) 1,126.0 NAVISTAR INTL NAV US 7,702.0 (4,046.0) 1,126.0 NAVISTAR INTL IHR TH 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 NWBO US 12.6 (29.9) (30.0) NORTHWEST BIO NBYA GR 12.6 (29.9) (30.0) NYMOX PHARMACEUT NYMX US 0.8 (5.8) (4.0) OMEROS CORP OMER US 41.0 (10.6) 26.8 OMEROS CORP 3O8 GR 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 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 PM FP 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 US 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN PM1CHF EU 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 PGEM US 1,096.8 (91.4) 217.3 PLY GEM HOLDINGS PG6 GR 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 3,106.7 (536.2) 511.8 QUINTILES TRANSN QTS GR 3,106.7 (536.2) 511.8 RADNET INC PQIA GR 738.4 (2.8) 60.7 RADNET INC RDNT US 738.4 (2.8) 60.7 RAYONIER ADV RYAM US 1,246.3 (13.4) 167.3 RAYONIER ADV RYQ GR 1,246.3 (13.4) 167.3 REGAL ENTERTAI-A RETA GR 2,675.7 (750.5) 26.2 REGAL ENTERTAI-A RGC US 2,675.7 (750.5) 26.2 REGAL ENTERTAI-A RGC* MM 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 REV US 1,938.7 (571.8) 275.3 REVLON INC-A RVL1 GR 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 RWM TH 25.9 (3.9) 6.4 ROCKWELL MEDICAL RMTI US 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 7RY TH 2,001.1 (108.5) 734.8 RYERSON HOLDING 7RY GR 2,001.1 (108.5) 734.8 RYERSON HOLDING RYI US 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 TH 534.3 (111.7) 83.2 SILVER SPRING NE 9SI GR 534.3 (111.7) 83.2 SIRIUS XM CANADA SIICF US 329.4 (87.2) (161.7) SIRIUS XM CANADA XSR CN 329.4 (87.2) (161.7) 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 TH 4,486.0 (634.0) 92.0 SUPERVALU INC SJ1 GR 4,486.0 (634.0) 92.0 THERAVANCE HVE GR 553.7 (193.1) 296.0 THERAVANCE THRX US 553.7 (193.1) 296.0 TRANSDIGM GROUP T7D GR 6,711.0 (1,591.5) 1,073.0 TRANSDIGM GROUP TDG US 6,711.0 (1,591.5) 1,073.0 TRAVELPORT WORLD 1TW GR 3,016.0 (1,069.0) (262.0) TRAVELPORT WORLD TVPT US 3,016.0 (1,069.0) (262.0) TRAVELPORT WORLD 1TW TH 3,016.0 (1,069.0) (262.0) TRINET GROUP INC TNETEUR EU 1,333.0 (36.7) 70.3 TRINET GROUP INC TNET US 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 TRUPANION INC TRUP US 48.8 (7.3) 3.8 TRUPANION INC TPW GR 48.8 (7.3) 3.8 UNISYS CORP USY1 GR 2,279.4 (521.2) 343.9 UNISYS CORP USY1 TH 2,279.4 (521.2) 343.9 UNISYS CORP UISEUR EU 2,279.4 (521.2) 343.9 UNISYS CORP UIS US 2,279.4 (521.2) 343.9 UNISYS CORP UIS1 SW 2,279.4 (521.2) 343.9 UNISYS CORP UISCHF EU 2,279.4 (521.2) 343.9 VECTOR GROUP LTD VGR US 1,643.4 (7.9) 561.5 VECTOR GROUP LTD VGR QT 1,643.4 (7.9) 561.5 VECTOR GROUP LTD VGR GR 1,643.4 (7.9) 561.5 VENOCO INC VQ US 736.8 (139.5) (777.3) VERISIGN INC VRSN US 2,207.4 (748.8) (326.3) VERISIGN INC VRS GR 2,207.4 (748.8) (326.3) VERISIGN INC VRS TH 2,207.4 (748.8) (326.3) VERISIGN INC VRS QT 2,207.4 (748.8) (326.3) VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) WEIGHT WATCHERS WTW US 1,558.3 (1,357.7) 60.6 WEIGHT WATCHERS WW6 GR 1,558.3 (1,357.7) 60.6 WEIGHT WATCHERS WTWEUR EU 1,558.3 (1,357.7) 60.6 WEIGHT WATCHERS WW6 TH 1,558.3 (1,357.7) 60.6 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 XOMA CORP XOMA TH 89.9 (7.6) 45.9 YRC WORLDWIDE IN YEL1 GR 2,046.6 (361.2) 195.9 YRC WORLDWIDE IN YEL1 TH 2,046.6 (361.2) 195.9 YRC WORLDWIDE IN YRCW US 2,046.6 (361.2) 195.9 ********* 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 ***