/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/141203.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, December 3, 2014, Vol. 18, No. 336 Headlines 1041 LITTLE EAST: Case Summary & 12 Unsecured Creditors 143 GROUP: Case Summary & 3 Unsecured Creditors 2207928 ONTARIO: First Meeting of Creditors Set for Dec. 10 4326 MAIN STREET: Case Summary & 3 Unsecured Creditors 945 LITTLE EAST: Case Summary & 15 Unsecured Creditors AF BORROWER: S&P Assigns 'B' CCR & Rates $300MM 1st Lien Loan 'B' AGENT SYSTEMS: Texas Appeals Court Rules in Dispute With DART AMEDICA CORP: Posts $4.93-Mil. Net Loss in Sept. 30 Quarter AMERICAN INT'L: Starr Gets Boost from U.S. Docs in Bailout Case AMFIN FINANCIAL: Asks High Court to Review Tax Refund Dispute AMPAL-AMERICAN: CEO's Suit Says Bondholder Defamation Sunk Company ARCHDIOCESE OF ST. PAUL-MINNEAPOLIS: Considering Bankruptcy ARMORWORKS ENTERPRISES: Leaves Bankruptcy Under PE Firm's Control ASHLAND UNIVERSITY: Moody's Affirms Caa2 Rating on 2010 Bonds BERNARD L. MADOFF: Bankruptcy Costs Top $1 Billion Six Years Later BUMI INVESTMENT: Seeks U.S. Recognition of Singapore Proceedings BUMI INVESTMENT: Chapter 15 Case Summary C.W. WILLIAMS: Files for Chapter 11 Bankruptcy Protection CAESARS ENTERTAINMENT: Senior Lenders Sue for Asset Stripping CAL DIVE: Refinancing Negotiations with Lenders Continue CAROLINE WYLY: SEC Says It Can Pursue Widow in $261M Judgment CHARLES COKER: CWCAM's Plea for Confirmation Order Relief Denied CHARLES LIVECCHI: Court Granted Summary Judgment to Ch. 7 Trustee CHARLES LIVECCHI: Court Refused to Dismiss Ch. 7 Bankruptcy Case CHINA NATURAL: Trustee Takes Shaanxi Interest to Auction CHESAPEAKE ROW HOMES: Landlord Halts Blight Suit With Ch. 11 CHIEF POWER: Moody's Rates Planned $365MM Secured Loans 'Ba3' CIE COOPERATIVE: Nostaw Entitled to Judgment on Fraud Claims CLOUDEEVA INC: Reinstated in Chapter 11 with a Trustee COUNTRY STONE: Will Proceed with Dec. 17 Auction CONYERS 138: Case Summary & 2 Unsecured Creditors CPM HOLDINGS: Moody's Assigns B2 Rating on $440MM Secured Debt CPM HOLDINGS: S&P Affirms B+ CCR & Rates $315MM 1st Lien Loan B+ DAVID DUCKWORTH: Case Helps GM Creditors on $1.5 Billion Appeal DAVID STARAL: Ex-Arena Football Team Owner Faces Fraud Charges DEMCO INC: Creditors' Meeting Adjourned to Feb. 23 DENDREON CORP: Inks Compromise with Derivative Suit Litigants DETROIT, MI: Eyes Bankruptcy Exit in Second Week of December DETROIT, MI: Challenge to State Emergency Manager Law Moves Ahead DETROIT, MI: Ch. 9 Empowers Cities to Tackle Soaring Pensions DIOCESE OF GALLUP: Atty Wants Records From Franciscan Friars DORAL FINANCIAL: S&P Suspends 'CC' ICR on Lack of Information DOUGLAS DYNAMICS: Moody's Rates $190 Million New Term Loan 'B1' ENDEAVOUR INTERNATIONAL: Disclosure Statement Hearing on Dec. 17 ENDEAVOUR INTERNATIONAL: Proposes Jan. 26, 2015 Claims Bar Date ENERGY FUTURE: 2015 Compensation Program Filed ENERGY FUTURE: Seeks Approval of Compromise with Sierra Club EXIDE TECHNOLOGIES: Transition Reported EXIDE TECHNOLOGIES: Gets Nod for Plant Pact With Calif. Regulator EXIDE TECHNOLOGIES: Committee Commences Suit vs. Wells Fargo FAIRFIELD SENTRY: Tries to Preserve Challenge of $230M Madoff Sale FAR EAST ENERGY: Reports $8.24-Mil. Net Loss for Third Quarter FL 6801: Z Capital OK'd as Successful Bidder for Canyon Ranch FLC HOLDING: Bankruptcy Judge Approves Bid Rules for PNA Bank FREE LANCE-STAR: Gets Approval for Liquidating Plan GARLOCK SEALING: Says Asbestos Racketeering Claims Not Time-Barred GENERAL MOTORS: Ignition-Switch Program Identifies 2 More Deaths GENERAL MOTORS: Recalls 361,357 Vehicles for Headlight Issue GIRA POLLI: Court Allowed $149,580 in Reduced Fees for Counsel GLENTEL INC: S&P Puts 'B+' CCR on CreditWatch Positive GREAT LAKES: Bid Deadline Slated for January 7, 2015 GREAT NORTHERN PAPER: Judge Approves Compromise GRETTER AUTOLAND: Case Summary & 20 Largest Unsecured Creditors GRIDWAY ENERGY: Gets Approval of Settlement with Lender Vantage GROUP HEALTH: S&P Raises Counterparty Credit Rating From 'BB+' GROVE PLAZA: Case Summary & 7 Largest Unsecured Creditors HANSEN MEDICAL: Incurs $15.6-Mil. Net Loss for Q3 HARVEST OPERATIONS: S&P Cuts CCR to 'B' on Weak Fin. Risk Profile IRISH BANK: Gets Thumbs-Up For Sale Of Blackrock Clinic Loans JR PRODUCE INC: Case Summary & 20 Largest Unsecured Creditors KEY ENERGY: Moody's Cuts CFR to B1 & Changes Outlook to Negative LAFAYETTE YARD: Chapter 11 Case Closed Nov. 21 LEON HALL: Application to Employ Eron Law as Counsel Granted LONGVIEW POWER: Gets Wins on 3 Bankruptcy Appeals MF GLOBAL: Execs Seek to Tap $7.5M More in E&O Coverage MOMENTIVE PERFORMANCE: Creditors Slam Mootness Claims In Appeal MONTREAL MAIN: Trustee Casts Wide Net for Cos. to Pay Victims NAARTJIE CUSTOM: Finds a Buyer for South African Stores NATIONAL HERITAGE: Judgment in Favor of Mancillases Reversed NAUTILUS HOLDINGS: Fine-Tunes Proposed Reorganization Plan NAUTILUS HOLDINGS: HSH Syndicate Only "Holdout" Lender Under Plan NEW MEDIA: Moody's Assigns B2 CFR & Rates $224MM Term Loan B2 NEW MEDIA: S&P Assigns 'B' CCR & Rates $420MM Secured Debt 'B+' NII HOLDINGS: Seeks Approval to Pay $9MM in Bonuses to Execs NNN SIENA: U.S. Trustee Balks at 3rd Bid for Receiver to Stay ONEMAIN FINANCIAL: Moody's Assigns B2 Corporate Family Rating ONEMAIN FINANCIAL: S&P Assigns 'B+' ICR & Rates $500MM Notes 'B+' ORACLE TRANSPORTATION: Case Summary & 17 Top Unsecured Creditors PEREGRINE FINANCIAL: US Bank Must Face Trial Over Role In Fraud PHOENIX PAYMENT: Seeks To Cap $10M Software Claim at $500K PONCE DE LEON: Fails to Win Confirmation of Exit Plan PORTER HAYDEN: Inks $15M Asbestos Coverage Deal with AIG Insurers QUANTUM FOODS: Seeks Court Approval to Settle Preference Claims QUEEN ELIZABETH: Objects to Wu's Motion to Appoint Trustee QUIZNOS: Former Brass Fight to Keep Indemnification Claims Alive RADIOSHACK CORP: Says Lenders Are Blocking Plan to Close Stores REALIZATION REHAB: Case Summary & 20 Largest Unsecured Creditors REVSTONE INDUSTRIES: Creditors' Committee Can Sue Hofmeister RURAL/METRO CORP: Has Pact to Continue Surprise Ambulance Service SEARS METHODIST: Selling Four Facilities for $62 Million SAMUEL WYLY: Assets Include Annuities and Pajamas SENECA BIOENERGY: Case Summary & 15 Largest Unsecured Creditors SGH ESCROW: Moody's Assigns B2 CFR & Rates $300MM Senior Notes B3 SIGNATURE GROUP: S&P Assigns 'B' CCR & Rates $110MM Debt 'BB-' SIMPLY WHEELZ: Advantage Opco Can Amend Removal Notice SOLYNDRA LLC: Judge Rips Into Attys in Price-Fixing Docs Spat SOUTHEASTERN STUD: Bankruptcy Filing Stays Mill Steel Lawsuit SPECTRUM BRANDS: Moody's Rates on $250MM Sr. Unsecured Notes 'B3' SPECTRUM BRANDS: S&P Rates $250 Million Notes Due 2024 'B' STARR PASS: U.S. Bank's Motion to Dismiss Chapter 11 Case Denied STOCKTON, CA: Presses Judge for Bankruptcy Exit to Move Ahead SUNCHASE CAPITAL: Court Valued Parcel K Property at $201,290 SUPERIOR PLUS: S&P Assigns 'BB' Rating on New C$200MM Unsec. Notes TAHOE STATION: Case Summary & 2 Largest Unsecured Creditors TARRIE HYCHE: Alabama Court Awards $1.8-Mil. to Synovus Bank TEXOMA PEANUT: Gets Court Approval to Auction Off Assets TLC HEALTH: Creditors' Meeting Adjourned to Dec. 12 TRILOGY INTERNATIONAL: S&P Affirms 'B-' Corp. Credit Rating TRULAND GROUP: WARN Claimants Can Proceed as Class TRUMP ENTERTAINMENT: Makes Union Offer to Keep Taj Mahal Open TRUMP ENTERTAINMENT: Wants Atlantic City's Tax Debt Auction Nixed ULTURA (LA): Gets Interim Loan to Accompany Global Deal ULTURA (LA): Gets New UAC Sale Contract After Global Settlement UNITEK GLOBAL: Investors Win Access to Emails in Ch. 11 Fight US CELLULAR: Fitch Rates New Sr. Unsecured Notes 'BB+' US CELLULAR: Moody's Assigns Ba1 Rating on New Sr. Unsecured Notes US CELLULAR: S&P Rates Up to $500MM New Unsecured Notes 'BB' WILLIAMSON MURRAY: Exemption Upheld in Circuit Court YMCA MILWAUKEE: Files Reorganization Plan, Has Bank Group Support ZHONE TECHNOLOGIES: Has $2.7-Mil. Net Loss in Third Quarter * 15 Individual Ch. 7 Filings in Lancaster, PA * Amended Bankruptcy Rules Became Effective Dec. 1 * House Approves Bank Bankruptcy Bill * Lawyer Called Sociopath by Judge Suspended From Pa. Bar * US DOJ Collects $24.7 Billion in Penalties from Big Banks * Wells Fargo 'Living Will' Passes But Needs Work, Fed Says * Blank Rome Adds Veteran Bankruptcy Attorney in New York * Jonathan Loeb, Jeffrey Rosenfeld Join Blank Rome's L.A. Office ********* 1041 LITTLE EAST: Case Summary & 12 Unsecured Creditors ------------------------------------------------------- Debtor: 1041 Little East Neck Road LLC 16 Alley Pond Court Huntington Station, NY 11746 Case No.: 14-75368 Chapter 11 Petition Date: December 1, 2014 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Robert E. Grossman Debtor's Counsel: Ronald D Weiss, Esq. RONALD D. WEISS, P.C. 734 Walt Whitman Road, Suite 203 Melville, NY 11747 Tel: (631) 271-3737 Fax: (631) 271-3784 E-mail: weiss@ny-bankruptcy.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Turgut Ozen, member. A list of the Debtor's 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb14-75368.pdf 143 GROUP: Case Summary & 3 Unsecured Creditors ----------------------------------------------- Debtor: 143 Group, LLC 1108 Oak Street Atlanta, GA 30310 Case No.: 14-73663 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 1, 2014 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Gai Lynn McCarthy, Esq. KUMAR, PRABHU, PATEL & BANERJEE, LLC Suite W311, 1117 Perimeter Center West Atlanta, GA 30338 Tel: 678-443-2220 Fax: (678) 443-2230 E-mail: gmccarthy@kppblaw.com Total Assets: $2.13 million Total Liabilities: $2.18 million The petition was signed by Glenda Johnson, sole shareholder. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/ganb14-73663.pdf 2207928 ONTARIO: First Meeting of Creditors Set for Dec. 10 ----------------------------------------------------------- 2207928 Ontario Ltd. filed for bankruptcy on Nov. 19, 2014, and the first meeting of creditors will be held on Dec. 10, 2014, at 10:00 a.m., at the offices of msi Spergel Inc. The firm can be reached at: msi Spergel Inc. Trustee in Bankruptcy 505 Consumers Road, Suite 201 Toronto, Ontario M2J 4V8 Tel: (416) 497-1660 Fax: (416) 494-7199 4326 MAIN STREET: Case Summary & 3 Unsecured Creditors ------------------------------------------------------ Debtor: 4326 Main Street, L.P. 4326 Main Street Philadelphia, PA 19127 Case No.: 14-19478 Chapter 11 Petition Date: December 1, 2014 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Stephen Raslavich Debtor's Counsel: Jon M. Adelstein, Esq. ADELSTEIN & KALINER, LLC Penn's Court 350 South Main Street, Suite 105 Doylestown, PA 18901 Tel: (215) 230-4250 Fax: (215) 230-4251 E-mail: jma@tradenet.net pjg@tradenet.net Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jeffery Kurz, managing member, 4326 Main Street Gen'l.Part.,LLC. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/paeb14-19478.pdf 945 LITTLE EAST: Case Summary & 15 Unsecured Creditors ------------------------------------------------------ Debtor: 945 Little East Neck Road LLC 16 Alley Pond Court Huntington Station, NY 11746 Case No.: 14-75366 Chapter 11 Petition Date: December 1, 2014 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Louis A. Scarcella Debtor's Counsel: Ronald D Weiss, Esq. RONALD D. WEISS, P.C. 734 Walt Whitman Road, Suite 203 Melville, NY 11747 Tel: (631) 271-3737 Fax: (631) 271-3784 E-mail: weiss@ny-bankruptcy.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Turgut Ozen, member. A list of the Debtor's 15 unsecured creditors is available for free at http://bankrupt.com/misc/nyeb14-75366.pdf AF BORROWER: S&P Assigns 'B' CCR & Rates $300MM 1st Lien Loan 'B' ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Denver, Colo.-based AF Borrower LLC. The outlook is stable. At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating to the company's proposed $300 million first-lien term loan due 2022. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; at the higher end of the range) in the event of payment default. S&P also assigned its 'CCC+' issue-level rating and '6' recovery rating the company's proposed $125 million second-lien term loan due 2023. The '6' recovery rating indicates S&P's expectation for negligible recovery (0%-10%) in the event of payment default. "The rating on AF Borrower LLC reflects the company's narrow market focus, fragmented and competitive industry, and leverage, which we expect to fall to the 6x area over the next 12 months," said Standard & Poor's credit analyst Christian Frank. "Our assessment of Accuvant's business risk profile incorporates its acquisition of FishNet and the combined company's narrow focus on the IT security solutions segment, the fragmented VAR industry with the presence of much larger competitors that have greater financial resources, and the company's lack of a track record operating at its pro forma scale. The company's improved market position following the acquisition of FishNet, a diverse customer base, and good growth prospects partly offset these factors." S&P views the company as having sufficient supplier diversity as it believes that its largest supplier would represent roughly 10% of pro forma revenues. Accuvant and FishNet are both leading VARs in the North American IT security market. S&P believes that the combined company will have a significant position in its niche and that the combination will improve geographic breadth and diversity. The company has some contractually recurring revenue from managed services and maintenance revenue streams, but the majority of its gross profit comes from hardware sales that are generally one-time purchases. Although the company has demonstrated its ability to generate multiple sales from its existing customers and has a good track record of revenue and gross profit growth, its EBITDA is relatively small on an absolute basis when compared to other rated VARs and IT distributors. AGENT SYSTEMS: Texas Appeals Court Rules in Dispute With DART ------------------------------------------------------------- Dallas Area Rapid Transit or DART and Fort Worth Transportation Authority or the "T" appeal from a judgment on a jury verdict in favor of Agent Systems, Inc. In six issues, they challenge the standard of review applicable to Agent's claims, the trial court's jury charge, the sufficiency of the evidence, and the award of prejudgment and postjudgment interest. The Court of Appeals of Texas, Second District, Fort Worth, affirms in part, and reverses in part and remands for a recalculation of prejudgment and postjudgment interest. A jury found that both DART and T, and Agent had failed to comply with a certain contract but that DART and T's failure to comply was not excused. The jury found that Agent should be awarded damages of $850,000 for its "costs, including contract close-out costs incurred . . . but not including profit." The trial court rendered judgment against appellants, jointly and severally, for that amount, plus $566,397 in prejudgment interest, all bearing postjudgment interest at 6%. Agent filed for Chapter 11 bankruptcy in November 2001. The case is, DALLAS AREA RAPID TRANSIT ("DART") AND FORT WORTH TRANSPORTATION AUTHORITY (THE "T"), Appellants, v. AGENT SYSTEMS, INC., Appellee, No. 02-12-00517-CV (Tex. App.). A copy of the Court's November 26, 2014 Memorandum Opinion is available at http://is.gd/doVIN7from Leagle.com. AMEDICA CORP: Posts $4.93-Mil. Net Loss in Sept. 30 Quarter ----------------------------------------------------------- Amedica Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $4.93 million on $6 million of product revenue for the three months ended Sept. 30, 2014, compared to a net loss of $2.35 million on $5.3 million of product revenue for the same period last year. The Company's balance sheet at Sept. 30, 2014, showed $42.4 million in total assets, $30.4 million in total liabilities and total stockholders' equity of $12.0 million. The Company's ability to access capital when needed is not assured and, if not achieved on a timely basis, will materially harm its business, financial condition and results of operations. These uncertainties create substantial doubt about its ability to continue as a going concern. The Company's prior independent registered public accounting firm included an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern in their report on its annual financial statements for the fiscal year ended Dec. 31, 2013. A copy of the Form 10-Q is available at: http://is.gd/O8cT0H Amedica Corporation, a commercial-stage biomaterial company, develops, manufactures, and sells a range of medical devices in the United States. It offers Valeo silicon nitride interbody spinal fusion devices for use in the cervical and thoracolumbar areas of the spine; Valeo stand-alone anterior lumbar intervertebral fusion device; and a line of non-silicon nitride spinal fusion products used by surgeons to promote bone growth and fusion in spinal fusion procedures. The company also develops femoral heads for use in its total hip replacements; and femoral condyle components for use in its total knee replacements. It markets and sells its products to surgeons and hospitals in the United States, Europe, and South America through a network of independent sales distributors. The company has research and development agreement with Kyocera Industrial Ceramics Corporation to manufacture silicon nitride-based spinal fusion products and product candidates. Amedica Corporation was founded in 1996 and is headquartered in Salt Lake City, Utah. AMERICAN INT'L: Starr Gets Boost from U.S. Docs in Bailout Case --------------------------------------------------------------- Andrew Zajac, writing for Bloomberg News, reported that Maurice "Hank" Greenberg's argument that the U.S. sought to evade a shareholder vote on its 2008 bailout of American International Group Inc. may get a boost from a Fed legal adviser's own words. "We succeeded in finding a structure that allows the trust to gain control of the company without shareholder votes," John Brandow, an outside lawyer for the Federal Reserve Bank of New York, wrote in a document that an attorney for Greenberg's Starr International Co. presented on the last day of witness testimony in the Washington trial over the terms of the rescue, according to the Bloomberg report. As previously reported by The Troubled Company Reporter, David Boies, who represents Mr. Greenberg's Starr International Co., has made the case that the Government cheated IG shareholders of at least $25 billion partly for the benefit of an elite club of banks. Mr. Greenberg, who built AIG into a global financial- services powerhouse during nearly 40 years at its helm, is challenging the historic 2008 government bailout of the company and has asked a federal judge to rule that the government coerced AIG's board into harsh terms, allegedly cheating shareholders including Mr. Greenberg in the process. The case is Starr International Co. v. U.S., 11-cv-00779, U.S. Court of Federal Claims (Washington). About AIG With corporate headquarters in New York, American International Group, Inc., is an international insurance company, serving customers in more than 130 countries. AIG companies serve commercial, institutional and individual customers through property-casualty networks of any insurer. In addition, AIG companies are providers of life insurance and retirement services. At the height of the 2008 financial crisis, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. AIG almost collapsed under the weight of bad bets it made insuring mortgage-backed securities. The Company, however, was bailed out by the Federal Reserve, but even after an initial infusion of $85 billion, losses continued to grow. The later rescue packages brought the total to $182 billion, making it the biggest federal bailout in U.S. history. AIG sold off a number of its businesses and other assets to pay down loans received from the U.S. government. AMFIN FINANCIAL: Asks High Court to Review Tax Refund Dispute ------------------------------------------------------------- Law360 reported that AmFin Financial Corp. has asked the U.S. Supreme Court to review a Sixth Circuit reversal that rescinded a $170 million tax refund sought by the Federal Deposit Insurance Corp., saying the ruling created a circuit split over what property is excludable from a bankruptcy estate. According to the report, AFC said in a petition for writ of certiorari that not only are the circuits split over whether implied trusts under state law can be imposed postpetition to exclude property from estates under the bankruptcy code, but also the Sixth Circuit itself has issued conflicting decisions on the matter. The Case is AmFin Financial Corporation et al. v. FDIC, case number 14-576, before the U.S. Supreme Court. About AmTrust Financial AmTrust Financial Corp. was the owner of the AmTrust Bank. AmTrust was the seventh-largest holder of deposits in South Florida, with $4.7 billion in deposits and 21 branches. In November 2008, the Office of Thrift Supervision issued a cease and desist order requiring AmTrust to improve its capital ratios. AmTrust Financial, together with affiliates that include AmTrust Management Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ohio Case No. 09-21323) on Nov. 30, 2009. The debtor subsidiaries include AmFin Real Estate Investments, Inc., formerly AmTrust Real Estate Investments, Inc. (Case No. 09-21328). G. Christopher Meyer, Esq., Christine M. Piepont, Esq., and Sherri L. Dahl, Esq., at Squire Sanders & Dempsey (US) LLP, in Cleveland, Ohio; and Stephen D. Lerner, Esq., at Squire Sanders & Dempsey (US) LLP, in Cincinnati, Ohio, served as counsel to the Debtors. Kurtzman Carson Consultants served as claims and notice agent. Attorneys at Hahn Loeser & Parks LLP serve as counsel to the Official Committee of Unsecured Creditors. AmTrust Management estimated $100 million to $500 million in assets and debts in its Chapter 11 petition. AmTrust Bank was not part of the Chapter 11 filings. On Dec. 4, 2009, AmTrust Bank was closed by regulators and the Federal Deposit Insurance Corporation was named receiver. New York Community Bank, in Westbury, New York, assumed all of the deposits of AmTrust Bank pursuant to a deal with the FDIC. AmTrust, nka AmFin Financial Corp., obtained confirmation of its Amended Joint Plan of Reorganization on Nov. 3, 2011. The plan was declared effective in December 2011. AMPAL-AMERICAN: CEO's Suit Says Bondholder Defamation Sunk Company ------------------------------------------------------------------ Law360 reported that Yosef A. Maiman, the CEO of bankrupt energy investment holding company Ampal-American Israel Corp., sued bondholders in New York bankruptcy court claiming their "immoral, unconscionable conduct" in defaming the company and its leaders stalled a key ethanol project and drove the company toward insolvency. According to the report, Mr. Maiman -- himself the target of a lawsuit brought by an Ampal interest seeking the return of a $20 million loan to his Merhav (M.N.F.) Ltd. company -- hit bondholders with a complaint seeking damages. About Ampal-American Ampal-American Israel Corporation -- http://www.ampal.com/-- acquired interests primarily in businesses located in Israel or that are Israel-related. Ampal-American filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29, 2012, to restructure the Company's Series A, Series B and Series C debentures. Bankruptcy Judge Stuart M. Bernstein presides over the case. Ampal-American sought bankruptcy protection in the U.S. because bankruptcy laws in Israel would lead to the Company's liquidation. Michelle McMahon, Esq., at Bryan Cave LLP, serves as the Debtor's counsel. Houlihan Lokey serves as investment banker. The petition was signed by Irit Eluz, chief financial officer, senior vice president. The Company scheduled $290,664,095 in total assets and $349,413,858 in total liabilities. A three-member official committee of unsecured creditors is represented by Brown Rudnick as counsel. In May 2013, the Bankruptcy Court converted Ampal's Chapter 11 bankruptcy to a Chapter 7 liquidation after determining that the energy investment holding company does not have sufficient cash to execute a reorganization plan. ARCHDIOCESE OF ST. PAUL-MINNEAPOLIS: Considering Bankruptcy ----------------------------------------------------------- TwinCities.com reported that the Archdiocese of St. Paul and Minneapolis reported a $9.1 million operating deficit for fiscal year 2014 and reiterated that it is considering filing for bankruptcy because of the potential for more lawsuits by victims of clergy sexual abuse. According to the report, the archdiocese said its operating deficit can be partly attributed to $4.1 million spent to address allegations of clergy sexual abuse since May 2013, when a three- year window opened for abuse victims to file claims that were otherwise barred under the statute of limitations. ARMORWORKS ENTERPRISES: Leaves Bankruptcy Under PE Firm's Control ----------------------------------------------------------------- Arizona defense contractor ArmorWorks Enterprises has emerged from bankruptcy protection after a private equity firm, Littlejohn Capital, bought a large piece of ownership in the company. ArmorWorks Enterprises, and TechFiber, LLC, have provided notice, pursuant to Confirmation Order dated June 17, 2014, entered on Nov. 6, 2014, that all conditions precedent stated in Section 15.12 of the Plan have been satisfied and that the Effective Date of the Plan occurred on Nov. 21, 2014. Following a significant operational restructuring ArmorWorks is actively servicing its customers and, with a strong balance sheet, has the liquidity to continue the development of innovative survivability solutions to military and law enforcement customers globally. The company provides military aircraft, vehicle and body armor systems, crash and mineblast resistant seating systems, security products and related services. Chief Executive Officer, William Perciballi, will be supported by a strong senior management team with many years of experience with the company. "The new partnership with Littlejohn Capital demonstrates their confidence in the long-term potential of our company. As a result of their support we are perfectly positioned with the right financial structure to launch our next generation of protective products and capture new opportunities that will save lives. I would like to especially thank our loyal employees, customers, and suppliers who have supported us during this process," said Mr. Perciballi. Mr. Perciballi added that the company will work closely with Littlejohn Capital to fully develop the company's strategic growth plans and continue investments in its core markets -- armor, seats, and security -- as well as identify strategic add-on acquisitions that will enhance the company's products and services. "We are going to continue to be the technology pioneer for these and related products," said Mr. Perciballi. "ArmorWorks is a leader in its industry and long recognized for its technology-driven performance materials and quality products. We are very pleased to support the company and partner with a highly motivated management team in this next stage of development," said Mr. Littlejohn. "We share a vision for the company's growth and look forward to partnering with Bill and the team to further strengthen the company." ArmorWorks emerged from Chapter 11 after the U.S. Bankruptcy court in Arizona approved the transaction on November 21. About Littlejohn Capital Littlejohn Capital was founded by Angus C Littlejohn Jr., co-founder of Littlejohn & Co., where he currently serves as Chairman. Mr. Littlejohn has been a successful operationally oriented private equity investor for 30 years. Littlejohn Capital, LLC seeks to make control investments in small to mid-sized private companies that are undergoing strategic, operational or generational transitions. Our goal is to actively partner with motivated management teams and lead the company to its next stage of development. About ArmorWorks Enterprises Military armor systems provider ArmorWorks Enterprises, LLC, and affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D. Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17, 2013, along with a plan that resolves a dispute with a minority shareholder and $3.5 million of financing that would save the company from running out of cash. ArmorWorks develops advanced survivability technology and designs and manufactures armor and protective products. ArmorWorks has produced over 1.25 million ceramic armor and composite armor protection components for a variety of personnel armor, aircraft, and vehicle applications. The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency, Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd., as financial advisor. ArmorWorks estimated $10 million to $50 million in assets and liabilities. The U.S. Trustee for Region 14 appointed creditors to serve on an Official Committee of Unsecured Creditors. Forrester & Worth, P.L.L.C. represents the Committee as its general counsel. As of May 26, 2012, ArmorWorks had total assets of $30.9 million and total liabilities of $12.04 million. ArmorWorks and TechFiber sought and obtained an order (i) transferring the In re TechFiber, LLC chapter 11 case to the Honorable Brenda Moody Whinery, the judge assigned to the ArmorWorks Chapter 11 case, and (ii) authorizing the joint administration of the Debtors' cases. On July 24, 2014, the Court approved the disclosure statement explaining the Debtors' Plan of Reorganization on a final basis and found that the Plan should be confirmed based on proposed findings of fact and conclusions of law stated on the record. A confirmation order has not been entered. The U.S. Trustee has appointed three members to the Official Committee of Unsecured Creditors. ASHLAND UNIVERSITY: Moody's Affirms Caa2 Rating on 2010 Bonds ------------------------------------------------------------- Moody's Investors Service affirms the Caa2 rating on Ashland University's Series 2010 Revenue Bonds issued through the Ohio Higher Educational Facility Commission. The rating outlook is negative. Summary Rating Rationale The Caa2 rating reflects a high probability of default and expectation that bondholders would assume a loss given Ashland University's (AU) very thin liquidity, complex debt structure, and the subordination of the rated bonds to secured bank debt. AU also faces operational challenges with very high reliance on external bank facilities to fund operations. While operating performance improved and the university is in compliance with financial covenants, mitigating near-term acceleration risk, debt service coverage remains narrow and long-term viability is dependent on revenue growth in a highly competitive market. The negative rating outlook is based on the expectation of continued thin liquidity, a particular credit challenge given that both of the $5 million bank lines expire in January, 2015 and there are upcoming balloon payments for $6.5 million in fiscal year (FY) 2016 and $5.4 million in FY 2017. Challenges * Extremely thin unrestricted liquidity, with significant reliance on two bank lines, remains a key credit concern. Unrestricted cash and investments covered just 10 days of expenses at fiscal year-end (FYE) 2014. * Bondholders are in a subordinate position to secured bank debt, which has financial covenants, cross default provisions, and bullet maturities. * The inability to grow revenue has resulted in variable operating performance and a dramatic expense reduction to meet financial covenants in FY 2014. While management's recent expenses cuts are favorable, it is an unsustainable business model. * AU's leverage remains high, with total debt to cash flow of 12.8 times and peak debt service coverage of only 0.90 times for FY 2014. * Ashland faces steep competition to grow enrollment, missing its undergraduate enrollment target for fall 2014. Growing enrollment and increasing net tuition revenue is imperative given the high dependence on student charges (87% of revenues). Strengths * The Series 2010 bonds have a debt service reserve fund fully funded at maximum annual debt service of $4.3 million. * The university's operations have some scale, with over 4,300 full-time equivalent (FTE) students and $92 million of operating revenue, combined with $48 million of total financial resources, inclusive of permanently restricted funds. * Ashland's operating performance improved in FY 2014 with a positive Moody's calculated cash flow margin of 10.4%, reflecting management's expense initiatives and improved financial reporting and budgeting. Outlook The negative outlook reflects an expectation that AU will be challenged to grow operating revenue and improve liquidity given the decline in liquidity in FY 2014 from already modest levels. The negative outlook also incorporates the risks associated with refinancing the upcoming balloon payments. What Could Make The Rating Go UP The outlook could return to stable with consistent compliance of bank debt covenants, the ability to pay-off or refinance upcoming bullet maturities, reduced reliance on external bank facilities and stabilization of enrollment and net tuition revenues. Over the longer term a rating upgrade would be considered with significant growth in unrestricted liquidity, generation of stronger cash flow margins, reduced debt leverage, and sustained revenue growth. What Could Make The Rating Go DOWN A rating downgrade could result from debt acceleration, non- renewal of external bank facilities to cover monthly cash flow deficits, inability to refinance maturing debt, additional debt, a payment default or a bankruptcy filing. Failure to generate recurring revenue and rebuild liquidity could also trigger a downgrade. Rating Methodology The principal methodology used in this rating was U.S. Not-for- Profit Private and Public Higher Education published in August 2011. BERNARD L. MADOFF: Bankruptcy Costs Top $1 Billion Six Years Later ------------------------------------------------------------------ Erik Larson, writing for Bloomberg News, reported that six years after the biggest Ponzi scheme in U.S. history collapsed, the cost of liquidating Bernard Madoff's defunct investment advisory firm to repay thousands of victims has topped $1 billion, though the con man's former customers aren't footing the bill. According to the report, the fees, paid by the industry-backed Securities Investor Protection Corp., or SIPC, which is managing the case, have financed a team of lawyers who surpassed $10 billion in recoveries for victims, or almost 60 percent of the principal that vanished after Madoff's arrest in December 2008. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims, with the fourth and latest batch of distributions done in May 2014. Distributions to eligible claimants have totaled almost $6 billion, which includes $812.2 million in committed advances from the SIPC. More than 1,100 victims have already recovered the full principal they lost in the fraud. As of May 2014, Mr. Picard has recovered or reached agreements to recover $9.8 billion since his appointment in December 2008. BUMI INVESTMENT: Seeks U.S. Recognition of Singapore Proceedings ---------------------------------------------------------------- Special purpose vehicles created to raise funds for Indonesian coal exporter PT Bumi Resources Tbk have commenced restructuring proceedings in Singapore and are seeking a moratorium on collection activity in the U.S. Bumi Investment Pte Ltd, Bumi Capital Pte Ltd and Enercoal Resources Pte Ltd -- Foreign Debtors -- commenced proceedings in Singapore on Nov. 24 and one week later sought Chapter 15 bankruptcy protection in the U.S. In recent years, the financial condition of Bumi Resources has deteriorated. This is directly attributable to the decrease in the global demand for coal, which resulted in a drop in coal prices, according to court filings. Bumi Resources' revenue and EBITDA have declined substantially as a result of the drop in coal prices. Although Bumi Resources has taken steps to reduce its mining costs, these savings have not been sufficient to compensate for the decline in the selling price of thermal coal. As of June 30, 2014, Bumi Resources' net cash flow had declined into a negative position. Capital Structure Bumi Investment entered into an indenture dated October 6, 2010, pursuant to which Bumi Investment issued $700 million in 10.75% guaranteed senior secured notes due 2017. The Bank of New York Mellon is the trustee under the indenture for the 2017 Notes. Bumi Investments' obligations under the 2017 Notes are guaranteed by Bumi Resources, Forerunner International Pte Ltd (a company incorporated under the laws of Singapore), Sangatta Holdings Limited (a company incorporated under the laws of the Seychelles), Kalimantan Coal Ltd (a company incorporated under the laws of Mauritius) and PT Sitrade Coal (a company incorporated under the laws of the Republic of Indonesia). Bumi Investment and Bumi Resources were unable to make the semiannual interest payment due on October 6, 2014 under the 2017 Notes. By letter dated November 14, 2014, The Bank of New York Mellon, as indenture trustee, declared a default under the 2017 Notes. Bumi Capital entered into an indenture dated November 13, 2009, pursuant to which it issued $300 million in 12% guaranteed senior secured notes due 2016. The Bank of New York Mellon is the trustee under the indenture for the 2016 Notes. Bumi Capital's obligations under the 2016 Notes are guaranteed by Bumi Resources, Forerunner International Pte Ltd (a company incorporated under the laws of Singapore), Sangatta Holdings Limited (a company incorporated under the laws of the Seychelles), Kalimantan Coal Ltd (a company incorporated under the laws of Mauritius) and PT Sitrade Coal (a company incorporated under the laws of the Republic of Indonesia). Bumi Capital and Bumi Resources were unable to make the semi-annual interest payment due on November 10, 2014 under the 2016 Notes. By letter dated November 14, 2014, The Bank of New York Mellon, as indenture trustee, declared a default under the 2016 Notes. On Aug. 5, 2009, Enercoal entered into a trust deed pursuant to which Enercoal issued $375 million in bonds bearing a coupon rate of 9.25% on the principal amount per annum, payable in arrears on a monthly basis, and fully redeemable on August 5, 2014. The 2014 Bonds are held by The Bank of New York Mellon as trustee on behalf of the individual bondholders. Enercoal's obligations under the 2014 Bonds are guaranteed by Bumi Resources. Enercoal and Bumi Resources were unable to redeem the 2014 Bonds as required by the Trust Deed and were unable to make the monthly coupon payments due under the 2014 Bonds for the months of September, October and November 2014. Restructuring Just over five months ago, FTI Consulting was appointed by the Bumi Group to assist in the formulation and implementation of a plan to restructure the debts of the Bumi Group, including the Foreign Debtors. Andrew Christopher Beckham, the foreign representative, says in a court filing that the Bumi Group has already commenced its restructuring process, preparing a restructuring framework and engaging in negotiations with numerous creditors, seeking standstill arrangements and/or to renegotiate debt repayments. According to Mr. Beckham, in order for the Foreign Debtors and other companies within the Bumi Group to achieve a meaningful recovery, a restructuring of Bumi Resources will have to be effected, either consensually or pursuant to the restructuring process available under Indonesian law. Mr. Beckham believes the recoveries of creditors of the Foreign Debtors and the Bumi Group are likely to be far greater in a restructuring whereby the Bumi Group continues to operate as a going concern than such recoveries would be in an immediate liquidation. "If the cash flow of the Bumi Group is jeopardized by the actions of holders of the 2017 Notes, the 2016 Notes or the 2014 Bonds against the Foreign Debtors or Bumi Resources, the Bumi Group will not be able to maintain operations and the restructuring of the Bumi Group will be derailed." About Bumi Investment Bumi Investment Pte Ltd, Bumi Capital Pte Ltd and Enercoal Resources Pte Ltd are incorporated under the laws of Singapore and are wholly-owned subsidiaries of PT Bumi Resources Tbk, a public company incorporated under the laws of Indonesia. They were incorporated as special purpose vehicles to raise funds for and on behalf of Bumi Resources. Bumi Resources is in the business of mining and export of thermal coal and is one of the largest exporters of thermal coal in the world. In recent years, the financial condition of Bumi Resources has deteriorated. This is directly attributable to the decrease in the global demand for coal, which resulted in a drop in coal prices. On Nov. 24, 2014, Bumi Investment, Bumi Capital and Enercoal initiated proceedings in the High Court of the Republic of Singapore pursuant to Section 210(10) of the Companies Act (Cap. 50) for an order imposing a moratorium on collection activity against them and Bumi Resources. The Singapore Court promptly entered orders prohibiting for a period of six months the commencement or continuation of any action by any creditors. On Dec. 1, 2014, Bumi Investment and its two affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 14-13296) in Manhattan, in the U.S. on Dec. 1, 2014, to seek recognition of the Singaporean proceedings. The U.S. case is assigned to Judge Robert E. Gerber. Andrew Christopher Beckham, the foreign repersentative, signed the petitions. The Debtors have tapped Kenneth R. Puhala, Esq., at Schnader Harrison Segal & Lewis LLP, as counsel. BUMI INVESTMENT: Chapter 15 Case Summary ---------------------------------------- Chapter 15 Petitioner: Andrew Christopher Beckham Debtor affiliates that filed for Chapter 15 bankruptcy petitions: Debtor Case No. ------ -------- Bumi Investment Pte Ltd 14-13296 10 Anson Road, #03-05 International Plaza 079903 Singapore Bumi Capital Pte Ltd 14-13297 Enercoal Resources Pte Ltd 14-13298 Type of Business: Bumi Resources is in the business of mining and export of thermal coal. Chapter 15 Petition Date: December 1, 2014 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Robert E. Gerber Chapter 15 Petitioner's Kenneth R. Puhala, Esq. Counsel: SCHNADER HARRISON SEGAL & LEWIS LLP 140 Broadway, Suite 3100 New York, NY 10005 Tel: (212) 973-8140 Fax: (212) 972-8798 E-mail: kpuhala@schnader.com Estimated Assets: $500 million to $1 billion Estimated Debts: $500 million to $1 billion C.W. WILLIAMS: Files for Chapter 11 Bankruptcy Protection --------------------------------------------------------- C.W. Williams Community Health Center, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. N.C. Case No. 14-32010) on Nov. 26, 2014, estimating its liabilities at between $1 million and $10 million and its assets at up to $50,000. The petition was signed by Leon L. Burton, CEO. C.W. Williams' board chairperson, Nelson Adesegha, said in a news release that the board voted unanimously to "seek voluntary petition for relief," a decision that became necessary due to the Center's "cumulative financial debt" and the recent legal action against its assets. Karen Garloch, writing for The Charlotte Observer, reports that County Manager Dena Diorio wrote to the Mecklenburg County commissioners, saying that she was notified by Leon Burton, the Center's executive director, that the bankruptcy filing was pending. Mr. Burton said "two judgments were filed against them which resulted in a freeze on their bank account. Without access to their bank account they are unable to operate," The Observer states, citing Ms. Diorio. The Observer reports that the Center has cut its staff by about half since January 2014 and that in August 2014, the satellite location on East Boulevard closed and the Wilkinson clinic reduced its hours from five days a week. The Observer recalls that the Center's latest audit for the fiscal year that ended March 31, 2014, identified internal control deficiencies and a negative net worth of $1.6 million. The report says that in recent years, Center has received a grant from commissioners for care of the homeless, but this year Ms. Diorio recommended against continuing that. The Center "has every intent on continuing to provide primary health care services" to Mecklenburg residents, and the filing for bankruptcy will allow the Center to continue operating under the protection of the Court while reorganizing its operation and finances, The Observer relates, citing Mr. Adesegha. Mr. Burton said the health center remains open three days a week, according to The Observer. Health Resources and Services funding, which makes up 20% of the Center's budget, "remains in place," and the agency's "main concern is that the health center be able to continue to provide primary care to their patient population," The Observer states, citing the agency's spokesperson, Martin Kramer. The Center's 20 largest creditors include Certus Bank of Mauldin, S.C., owed $680,000; the Internal Revenue Service, owed $313,000; and Hermosa Construction Group of Atlanta, owed $188,000. Judge Laura T. Beyer presides over the case. Robert Lewis, Jr., Esq., at The Lewis Law Firm LLC, serves as the Center's bankruptcy counsel. About C.W. Williams Charlotte, North Carolina-based C.W. Williams Community Health Center, Inc., has provided medical care in Charlotte for more than 30 years. It primarily serves low-income patients. It receives funding from the federal government and other sources. CAESARS ENTERTAINMENT: Senior Lenders Sue for Asset Stripping ------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that senior secured lenders sued Caesars Entertainment Corp. in Delaware Chancery Court, contending that the casino owner stripped away some of the operating company's assets for the benefit of shareholders. According to the report, the new suit mimics allegations made in a lawsuit filed in August by junior lenders regarding transfers between October 2013 and May. 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. The Company's balance sheet at Sept. 30, 2014, showed $24.5 billion in total assets, $28.20 billion in total liabilities and a $3.71 billion total deficit. * * * 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'. In May 2014, Moody's Investors Service affirmed the Caa3 corporate family rating and Caa3-PD probability of default ratings. The negative rating outlook reflects Moody's view that CEOC will pursue a debt restructuring in the next year. Ratings could be lowered if CEOC does not take steps to address it unsustainable capital structure. Ratings improvement is not expected unless there is a significant reduction in CEOC's $18 billion debt load. CAL DIVE: Refinancing Negotiations with Lenders Continue -------------------------------------------------------- Cal Dive International, Inc. on Dec. 1 disclosed that it is continuing to work with potential capital providers to refinance its first lien credit agreement. As previously disclosed, the Company executed an amendment to its first lien credit agreement, which maintained the size of the revolving credit facility at $100.0 million, and waived the Company's non-compliance with certain financial covenants and payment obligations under the Credit Agreement, as well as the cross defaults resulting from similar defaults under the Company's second lien credit facility, through December 1, 2014. As amended, the revolving credit facility capacity will step-down from $100.0 million to $90.0 million on December 2, 2014, and the Company will be in payment default under the first lien credit agreement upon such step-down. The Company is working cooperatively with the lenders under its first lien credit facility on a forbearance of such default, and is also working cooperatively with the lenders under its second lien credit facility and the holders of its convertible notes, as well as its suppliers and vendors. The Company continues to pursue financing transactions, non-core asset sales and other strategic efforts to provide the Company with additional liquidity and allow for the repayment, restructuring or refinancing of the Company's first lien revolving credit facility and other funded debt. While the Company remains hopeful that these efforts will be successful, there can be no assurance that an agreement on such a transaction will be reached quickly. If an agreement cannot be reached in a timely fashion, the Company will have to consider other, potentially less satisfactory measures to provide liquidity for its operations. About Cal Dive International, Inc. Cal Dive International, Inc., headquartered in Houston, Texas, is a marine contractor that provides manned diving, pipelay and pipe burial, platform installation and salvage, and light well intervention services to the offshore oil and natural gas industry on the Gulf of Mexico OCS, Northeastern U.S., Latin America, Southeast Asia, China, Australia, West Africa, the Middle East, and Europe, with a diversified fleet of dive support vessels and construction barges. CAROLINE WYLY: SEC Says It Can Pursue Widow in $261M Judgment ------------------------------------------------------------- Law360 reported that the U.S. Securities and Exchange Commission urged a New York federal judge not to drop tycoon Charles Wyly's widow as one of 16 newly named relief defendants for a currently $261 million judgment, saying it's well established that she can be named in that role despite her current bankruptcy. Caroline Wyly's bankruptcy is In re Caroline D. Wyly, 14-35074, in U.S. Bankruptcy Court, Northern District Texas (Dallas). CHARLES COKER: CWCAM's Plea for Confirmation Order Relief Denied ---------------------------------------------------------------- Judge Randy D. Doub of the United States Bankruptcy Court for the Eastern District of North Carolina denied CWCapital Asset Management, LLC's motion for relief from order confirming the Chapter 11 Plan in the lawsuit captioned In re: Charles Neal Coker, Chapter 11, Case No. 14-00223-5-RDD. In the alternative, CWCAM asked the Court to open the Confirmation Order for additional testimony and amended findings of fact and conclusions of law. The Debtor objected to the Motion. CWCAM, a creditor, has objected to the confirmation of the Debtor's plan. In its Motion for relief, CWCAM alleged that there has been excusable neglect justifying the sought relief. Counsel for CWCAM asserted that her July 3, 2014 change in law firm was the catalyst for the delay in filing the Objection to Confirmation and the reason for the subsequent claim of excusable neglect. In denying the relief sought, Judge Doub said that based on representations it made, CWCAM does not meet the threshold requirement of showing the existence of a meritorious defense, the absence or unfair prejudice to the opposing party, or the presence of exceptional circumstances. A full-text copy of the November 21, 2014 Order is available at http://bit.ly/1tAPGtKfrom Leagle.com. About Charles Neal Coker Charles Neal Coker sought Chapter 11 bankruptcy protection in (Bankr. E.D.N.C. Case No. 14-00223-5-RDD) on January 11, 2014. On May 22, 2014, the Debtor filed an Amended Chapter 11 Plan and Disclosure Statement. The Court then entered its Order Confirming Plan on September 29, 2014. CHARLES LIVECCHI: Court Granted Summary Judgment to Ch. 7 Trustee ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of New York granted the Chapter 7 Trustee's motion for summary judgment on the First Cause of Action and denying the Defendant's cross-motion for summary judgment and motion to amend answer in the adversary proceeding captioned Kenneth W. Gordon, as Trustee v. Sherrie Lee Livecchi, Case No. 11-02027. The bankruptcy case is In re Charles R. Livecchi, Debtor, Case No. 09-20897. In his decision and order, Judge Paul R. Warren noted that the bankruptcy case out of which the adversary proceeding arises has been before the Court since April 8, 2009. "The case has enjoyed a checkered and lengthy history, resulting in over 1,500 entries in the bankruptcy case docket, plus hundreds of docket entries in the various adversary proceedings arising out of the bankruptcy case. By Order dated March 15, 2011, entered in a related adversary proceeding, Judge Ninfo denied the Debtor's discharge pursuant to 11 USC Section 727(a) (Gordon v. Livecchi, AP Case No. 10-2067, at ECF No. 12; ECF BK No. 447). Resolution of the First and Third Causes of Action in this adversary proceeding are among the last remaining issues arising out of the bankruptcy case requiring this Court's attention," he said. The adversary proceeding was commenced by the Chapter 7 Trustee in May 2011 against the Defendant. The First Cause of Action of the Complaint seeks to avoid the transfer of property under Section 548(a) of the Bankruptcy Code and the turnover of that property or its value under Section 550(a)(1) of the Bankruptcy Code. The Defendant filed her Answer, generally denying the allegations of the Complaint. After consideration of the Trustee's Motion for Summary Judgment and the Defendant's Cross-Motion for Summary Judgment, together with their Memoranda of Law and the arguments presented by the parties at the hearings held by the Court, Judge Warren finds and determines that: (1) the Defendant's Cross-Motion for Summary Judgment Dismissing the First Cause of Action is denied; (2) the Defendant's Motion to Amend the Answer is denied; (3) the Defendant's request for a jury trial is denied as having been waived; (4) the Plaintiff's Motion for Summary Judgment on the First Cause of Action, on the issue of liability for actual fraud is granted; (5) the Plaintiff's request for a judgment for damages in the amount of $50,000, representing the value of the Ferrari at the time of transfer is granted. A full-text copy of the Decision and Order dated November 20, 2014, is available at http://bit.ly/1ts7TKEfrom Leagle.com. Charles R. Livecchi, Sr., filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 09-20897) on April 8, 2009. On Jan. 21, 2010, the U.S. Trustee sought Chapter 7 conversion, arguing that Mr. Livecchi was not pursuing a realistic Chapter 11 plan, because, although he claimed to own real estate worth more than $3 million, he was not proposing to sell any of that property to pay his creditors. The U.S. Trustee maintained, Mr. Livecchi was proposing to pay his creditors from speculative recoveries in certain lawsuits. On Sept. 21, 2010, Judge John C. Ninfo, II, granted the U.S. Trustee's request and approved the appointment of Kenneth W. Gordon, Esq., as Chapter 7 Trustee. CHARLES LIVECCHI: Court Refused to Dismiss Ch. 7 Bankruptcy Case ---------------------------------------------------------------- Judge Paul R. Warren of the U.S. Bankruptcy Court for the Western District of New York denied Charles R. Livecchi's motion to voluntarily dismiss or withdraw his Chapter 7 bankruptcy case, and also denied the Chapter 7 Trustee's request for the imposition of sanctions. The bankruptcy case is In re Charles R. Livecchi, Debtor, Case No. 09-20897. The Debtor has moved to voluntarily dismiss or withdraw his Chapter 7 proceeding, which was previously converted from Chapter 11 to Chapter 7 on motion of the United States Trustee. The Debtor contends that he should be permitted to voluntarily dismiss or withdraw his bankruptcy case because "it is his feeling that in doing so, the creditors will benefit more than if this case remains active." The Debtor cites generally to Section 707 of the Bankruptcy Code and Rule 41 of the Federal Rules of Civil Procedure in support of his motion, without pointing to any specific portion of Section 707 as the basis for the motion, Judge Warren noted. However, Judge Warren said, at oral argument on the motion, the Debtor indicated that he was moving under both Section 707(a) and Section 707(b). Judge Warren added that he Debtor does not indicate how creditors will benefit from dismissal and suggests no mechanism to address outstanding unpaid creditor claims The Chapter 7 Trustee filed an objection to the motion to dismiss. The Trustee argues that the Court previously considered and denied motions seeking voluntary dismissal by the Debtor. The Trustee requests that the Court deny the motion. Included in the Trustee's opposition is a request that the Court impose sanctions against the Debtor. To the extent that the Debtor's present motion could be viewed as seeking dismissal under Section 707(b), Judge Warren ruled that the motion is denied because the Court has already ruled that the Debtor cannot obtain dismissal under Section 707(b), as a matter of law. Charles R. Livecchi, Sr., filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 09-20897) on April 8, 2009. On Jan. 21, 2010, the U.S. Trustee sought Chapter 7 conversion, arguing that Mr. Livecchi was not pursuing a realistic Chapter 11 plan, because, although he claimed to own real estate worth more than $3 million, he was not proposing to sell any of that property to pay his creditors. The U.S. Trustee maintained, Mr. Livecchi was proposing to pay his creditors from speculative recoveries in certain lawsuits. On Sept. 21, 2010, Judge John C. Ninfo, II, granted the U.S. Trustee's request and approved the appointment of Kenneth W. Gordon, Esq., as Chapter 7 Trustee. A full-text copy of the Decision and Order dated November 20, 2014, is available at http://bit.ly/1A51WYMfrom Leagle.com. CHINA NATURAL: Trustee Takes Shaanxi Interest to Auction -------------------------------------------------------- Sherri Toub, a bankruptcy columnist for Bloomberg News, reported that China Natural Gas Inc.'s equity interest in Shaanxi Xilan Natural Gas Equipment Co. Ltd. may be sold by the Chapter 7 trustee to funds affiliated with Abax Global Capital (Hong Kong) Ltd. for $250,000 cash plus forgiveness of debt totaling $53 million unless another buyer emerges by next month. According to the report, together, Abax Nai Xin A Ltd. and Abax Lotus Ltd. are owed about $57.4 million on account of senior notes and senior warrants issued by China Natural Gas. Judge Lane signed an order Nov. 21 approving Abax as so-called stalking horse bidder and authorizing the trustee to implement sale procedures, including a Dec. 12 auction and Dec. 16 sale-approval hearing, the report related. About China Natural Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural Gas, Inc., was incorporated in the State of Delaware on March 31, 1999. The Company through its wholly owned subsidiaries and variable interest entity, Xi'an Xilan Natural Gas Co., Ltd., and subsidiaries of its VIE, which are located in Hong Kong, Shaanxi Province, Henan Province and Hubei Province in the People's Republic of China ("PRC"), engages in sales and distribution of natural gas and gasoline to commercial, industrial and residential customers through fueling stations and pipelines, construction of pipeline networks, installation of natural gas fittings and parts for end-users, and conversions of gasoline-fueled vehicles to hybrid (natural gas/gasoline) powered vehicles at 0ptmobile conversion sites. On Feb. 8, 2013, an involuntary petition for bankruptcy was filed against the Company by three of the Company's creditors, Abax Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr. S.D.N.Y. Case No. 13-10419). The Petitioners claimed that they have debts totaling $42,218,956.88 as a result of the Company's failure to make payments on the 5% Guaranteed Senior Notes issued in 2008. Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP, in Washington, D.C., represents the Petitioners as counsel. China Natural Gas, Inc., sought dismissal of the involuntary petition but in July 2013, it consented to the entry of an order for relief under Chapter 11 of the U.S. Code. China Natural Gas employed Warren Street Global Inc. and designated J. Gregg Pritchard as chief restructuring officer. It employed as bankruptcy counsel Schiff Hardin LLP's Louis T. DeLucia, Esq., and Alyson M. Fiedler, Esq. As of Sept. 30, 2013, the Company had consolidated assets of $307,496,948 and liabilities of $87,714,323. CHESAPEAKE ROW HOMES: Landlord Halts Blight Suit With Ch. 11 ------------------------------------------------------------ Stephanie Gleason, writing for The Wall Street Journal, reported that Scott Wizig, a landlord sued under the state's revised community bill of rights law, placed seven of his properties in bankruptcy in order to freeze the circuit court proceedings. According to the report, a number of Maryland community associations and the Maryland Community Law Center sued Mr. Wizig and nine limited liability companies that owned 57 nuisance properties in Baltimore, alleging that Mr. Wizig was breaking the law at approximately 140 of his Baltimore properties when he purchased the properties at tax lien sales for between $491 and $16,500 and had no intention of improving them. One of the case is In re Chesapeake Row Homes, LLC, Case No. 14- 27752 (Bankr. D. Md.). The company is represented by Lawrence Joseph Yumkas, Esq., at Yumkas, Vidmar & Sweeney, LLC. CHIEF POWER: Moody's Rates Planned $365MM Secured Loans 'Ba3' ------------------------------------------------------------- Moody's Investors Service has assigned a rating of Ba3 to Chief Power Finance, LLC's planned $365 million senior secured credit facilities, including its $325 million six-year term loan facility and its $40 million five-year revolving credit facility. The rating outlook for Chief Power is stable. Proceeds will be utilized, along with approximately $161 million of equity capital contributed by ArcLight Energy Partners Fund V, LP, to fund the acquisition of Exelon Corporation's 1,254 MW interest in the 1,711 MW Keystone and 1,711 MW Conemaugh coal- fired generating stations located in Western Pennsylvania. Chief Power's interests will consist of 718 MW (41.98%) of Keystone and 535 MW (31.28%) of Conemaugh. Ratings Rationale The Ba3 rating for Chief Power reflects the competitive position and essential nature of its large, efficient, coal-fired generating plants, the stable operating performance of the plants, and the inherent volatility that comes as a result of operating as 100% merchant facilities. The rating reflects Chief Power's relatively conservative capital and financing structures which provide protection for the lenders and results in the fairly rapid amortization of debt under a variety of scenarios. The Keystone and Conemaugh coal-fired plants are among the largest in the PJM Interconnection (PJM) and are well positioned to supply load centers within its MAAC region, an area that has demonstrated strong demand and higher energy and capacity prices. Although the plants are close to 50 years old, they have been well maintained and many of the key components have been entirely replaced or refurbished over the years. With heat rates in the range of 9,600 mmbtu/kWh, the facilities are among the most efficient in the region. The plants also benefit from their proximity to local truck-able coal supplies, which reduce their delivered cost of fuel, and capital expenditures being made to build-out the truck delivery program is expected to further reduce delivered coal costs to the plants. The combination of low heat rates and low delivered fuel cost provide the plants a competitive advantage as their variable production costs have tended to be about $30/MWh. As a result, the plants have demonstrated high capacity factors, averaging about 80% for the past 13 years, even during periods of very low gas prices (capacity factors in 2012 were around 70%). The Keystone and Conemaugh owners have invested steadily in pollution control equipment designed to assure compliance with increasingly stringent environmental regulations. The last major project, the installation of Selective Catalytic Reduction equipment at Conemaugh, is scheduled to be completed by early 2015. As a result, the plants are currently in compliance with existing environmental regulations, and importantly, anticipate being able to meet the limits included in the Mercury Air Toxics Standard (MATS) by its initial compliance date of April 2015 whereas other coal plants in the region have announced MATS related retirements. Although the plants are exposed to future greenhouse gas regulations such as the US Environmental Protection Agency's proposed Clean Power Plan, the efficiency of the plants and the anticipated rapid amortization of debt during the six-year term loan period (fully repaid in the sponsor's base case) help to mitigate this exposure. The Ba3 rating recognizes that the majority of Chief Power's gross margins and cash flow are expected to be generated by the sale of energy at market prices. Although some revenue stability is provided by the PJM capacity market which allows generators to sell capacity three years forward and to sell uncleared capacity in incremental auctions, the majority of Chief Power's gross margin (Moody's estimate over 80% over the life of the financing) is expected to come from the sale of currently un-contracted energy or capacity. The rating considers Moody's view of the PJM market as having one of the most favorable pricing constructs for merchant generators, and Moody's expectation that announced plant retirements along with pending market reforms intended to assure the reliability of generation fleet will result in relatively supportive market conditions. Chief Power's projected financial metrics, such as its ratio of funds from operations to debt (FFO/debt), its debt service coverage ratio (DSCR), and the amount of debt that will be repaid via an annual sweep of excess cash flows are highly dependent on market conditions for the sale of energy and capacity and the purchase of fuel for the project. The assumed operating profile of the plants, including their expenses for operations and maintenance as well as their capacity factors and heat rates, are also key determinants of Chief Power's future cash flow. The sponsor's base case projections for energy, capacity, and fuel prices, as well as their assumptions for capacity factors, have been developed based on a fundamental analysis of PJM performed by PACE Consulting. The resulting forecast assumes a significant increase in energy prices in 2017, (primarily as result of planned generation retirements along with increasing gas prices), and an increase in plant capacity factors (to an average of about 84% versus recent three year average of about 75%). Based on these assumptions Chief Power's three year average projected FFO/debt is robust at over 25%, and its three year average debt service coverage ratio is over 3 times; these metrics would score in the lower Baa/upper Ba ranges indicated in Moody's rating methodology for Power Generation Projects (the Methodology). In this scenario, 100% of the term loan is repaid from excess cash flow prior to its December 2020 maturity date. Moody's forecast is somewhat more conservative. Moody's have attempted to align Moody's projections more closely with history, and as a result have assumed plant capacity factors that are on par with recent (2013, 2014) averages -- 78% for Conemaugh and 80% for Keystone, fuel costs that are consistent with the owner approved fuel plan (adjusted for some improvements from fuel handling projects), and energy prices that, beginning in 2017 are 5% lower than the sponsor's forecast, but still about 10% above those currently reflected in the forward curves. Moody's believe a premium to the forward curve has merit given the upward pressure Moody's feel is likely as a result of announced plant closures and capacity concerns in PJM. Based on Moody's more conservative forecast, Moody's project Chief Power's three year average FFO/debt ratio will be about 14%, and its DSCR will be around 2.3 times. These metrics are consistent with scores in the lower Ba/upper B ranges of the Methodology. Based on Moody's forecast, Moody's anticipate approximately 15% of the initial loan balance, or approximately $40/kW, could remain outstanding at its December 2020 maturity. Given the asset quality of the plants, Moody's views this risk as quite manageable. The lenders will benefit from traditional project financing features including a pledge of Chief Power's undivided ownership interests in the Keystone and Conemaugh plants, a trustee administered cash flow waterfall of accounts, prohibitions on asset sales and change of control, and a six month debt service reserve provided in the form of a letter of credit written-off of Chief Power's revolving credit facility. There will be a voluntary twelve month major maintenance reserve, and one financial covenant, a minimum 1.1 times debt service coverage ratio (exclusive of cash for major maintenance projects). Debt will be repaid quarterly via a 1% scheduled amortization schedule. There will also be mandatory semi-annual cash sweep equal to the greater of 75% of excess cash, or an amount to achieve a targeted amortization schedule, prior to the distribution of cash to equity. The structure of the sweep mechanism is stronger than other structures at peer issuers. The sweep mechanism combines a minimum percentage of cash repayment with a target debt balance, is positive for the lenders. The structure assures that lenders will benefit from more rapid debt repayment in years with very strong (above the sponsor's base case) cash flow, during which 75% of excess cash flow would be swept; conversely, in years with lower than anticipated cash flow, the target debt balance results in a sweep of up to 100% excess cash flow. In addition, the excess cash flow available for debt repayment is not reduced by the imputed income taxes that will be owed by the equity partners, another credit positive. Chief Power's anticipated capital structure includes the $325 million term loan plus approximately $161 million of equity, resulting in a debt to capitalization ratio of 67%. The financing terms include customary limitations on future liens and indebtedness; however, they specifically permit up to $200 million of incremental facilities solely for the purchase of additional ownership interests in Keystone and Conemaugh. The issuance of the incremental facilities is subject to each rating agency's affirmation of its then existing rating after consideration of the proposed debt issuance. The financing terms also allow an unlimited amount of commodity hedges that may be secured on a pari-passu basis with the credit facilities, so called "right-way" hedge positions. Chief Power currently does not have any commodity hedges in place. The rating outlook for Chief Power is stable reflecting the Project's competitive advantages, its position within the PJM market and a capital structure that positions the company reasonably well to withstand the volatility associated with operating as an entirely merchant coal-fired generator. Given this inherent volatility, the rating is not likely to be adjusted upward; if however Chief Power is able to consistently generate excess cash flow that is in excess of Moody's expectations, for example if its FFO/debt ratio were to remain above 20% for several years, there could be upward pressure on the rating. Negative rating pressure could develop if the Chief Power plants were to experience prolonged operational issues or significantly increased expenses or if market conditions were to weaken such that the Project's cash flow generating ability became materially impacted, for example, if its ratio of FFO/debt were expected to remain below 10% for an extended period. The ratings are predicated upon final documentation in accordance with Moody's current understanding of the transaction and final debt sizing and projected cash flow and credit metrics that are consistent with Moody's current expectations. The principal methodology used in these ratings was Power Generation Projects published in December 2012. CIE COOPERATIVE: Nostaw Entitled to Judgment on Fraud Claims ------------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of Illinois entered an opinion stating that Nostaw, Inc. is entitled to summary judgment on the actual fraud claims contained within Counts I and II in the adversary complaint filed by the trustee in the bankruptcy case of Central Illinois Energy Cooperative against Nostaw, Inc. The Debtor retained the responsibility for the construction of the adjacent administration building and the grain handling facility in its ethanol facility. In March 2005, the Debtor entered into a contract with Nostaw, as general contractor, for the construction of the administration building and the grain handling facility. The matter before the Court is on cross motions for summary judgment. The Plaintiff, A. Clay Cox, as Trustee for the Chapter 7 estate of the Debtor, Central Illinois Energy Cooperative, brought the adversary proceeding against the Defendant, Nostaw, Inc., to avoid and recover certain payments made by the Debtor to Nostaw as allegedly fraudulent transfers. The Trustee's motion seeks partial summary judgment only as to the allegations of constructive fraud in Counts I, II and III, the fraudulent transfer counts pled under Section 548(a)(1)(B) of the Bankruptcy Code and Sections 5(a)(2) and 6(a) of the Illinois Uniform Fraudulent Transfer Act. Nostaw filed a cross motion for summary judgment on all counts of the complaint. At issue on the claims of constructive fraud is whether the Debtor received reasonably equivalent value in exchange for its payments to Nostaw. The absence of reasonably equivalent value is a necessary element of proof for the Trustee; failure of such proof would warrant judgment for Nostaw. The Trustee asserts that the Debtor, having sold its assets to Green Lion and Green Lion having assumed the obligation to Nostaw, received no value in exchange for paying the obligation owed by Green Lion. The Trustee maintains that the Green Lion Payment Agreement, executed in connection with the Green Lion Purchase Agreement, was a novation, releasing the Debtor from liability under the general contract with Nostaw. The Trustee also argues that Nostaw cannot show that the Debtor received an indirect benefit from the transfer which is identifiable and fairly concrete. Nostaw disputes that a novation was intended and contends that even if a novation occurred in June, 2007, the Debtor re-obligated itself to pay Nostaw through the Second Agreement on September 28, 2007, prior to making the challenged payments. The bankruptcy case is In re Central Illinois Energy Cooperative, Case No. 09-81409, in the United States Bankruptcy Court for the Central District of Illinois. The adversary proceeding is A. Clay Cox, not individually but as Trustee for the estate of Central Illinois Energy Cooperative v. Nostaw, Inc., an Illinois corporation, Case No. Adv. No. 09-8143. A full-text copy of the November 20, 2014 Opinion is available at http://bit.ly/1rPVeXdfrom Leagle.com. Central Illinois Energy Cooperative was an agricultural cooperative formed under Illinois law by a coalition of farmers in the Central Illinois area in October 2001, for the purpose of constructing and operating an ethanol facility for the processing of its members' corn into ethanol and other by-products. In March 2004, Central Illinois Holding Company, LLC, and Central Illinois Energy, LLC, were formed, with the Debtor owning a 71% interest in the holding company. CIE, a wholly owned subsidiary of the holding company, was formed to construct and operate the ethanol production plant and waste-coal fired power generating facility on land adjacent to the grain handling facility. CIE retained Lurgi, Inc., as the general contractor to build the ethanol plant. A Chapter 11 involuntary petition was filed against Central Illinois Energy Cooperative on May 1, 2009. The Debtor did not file an answer and an order for relief was entered on June 18, 2009. The case was converted to Chapter 7 on July 16, 2009. CLOUDEEVA INC: Reinstated in Chapter 11 with a Trustee ------------------------------------------------------ Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Cloudeeva Inc. managed to claw itself back into bankruptcy reorganization, although control is being given to a Chapter 11 trustee, after U.S. Bankruptcy Judge Kathryn C. Ferguson denied a motion to dismiss the company's Chapter 11 case. According to the report, on her own volition, Judge Ferguson called for a trustee based on what she said were "egregious facts," saying the company's Chief Executive Adesh Tyagi wasn't a credible witness for giving "disingenuous and evasive testimony." About Cloudeeva, Inc. Cloudeeva, Inc., a public company previously known as Systems America, Inc., is a global cloud services and technology solutions company specializing in cloud, big data and mobility solutions and services. The company provides information technology staffing services to major clients and third party vendors in the United States and India. The company headquarters are in East Windsor, New Jersey, with regional offices in California, Illinois and international offices in India. Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New Jersey, on July 21, 2014. The cases are assigned to Judge Kathryn C. Ferguson. Cloudeeva disclosed $4,989,375 in assets and $6,528,910 in liabilities as of the Chapter 11 filing. The company said only $209,000 is owing to its lender Prestige Capital Corp. and more than $5.2 million is owed for trade vendor payables. The Debtors originally tapped Lowenstein Sandler LLP as counsel. However, they are now seeking the retention of Trenk, DiPasquale, Della Fera & Sodono, P.C., to replace Lowenstein Sandler, who retention was not formally approved by order of the Court. The Debtors have also tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as appellate counsel. Kurtzman Carson Consultants LLC serves as claims and noticing agent. * * * On Aug. 22, 2014, Judge Ferguson entered an order dismissing the Debtors' Chapter 11 cases at the behest of Bartronics Asia PTE Ltd. BAPL asserted that the cases were not filed in good faith. The Debtors subsequently filed an appeal challenging the dismissal of their cases. Since then, District Judge Joel A. Pisano for the District of New Jersey entered an order staying the Case Dismissal Order pending further proceedings. Simultaneously, Judge Pisano reinstated the Debtors' bankruptcy cases and authorized the Debtors to be in possession of their assets and the management of their business as debtors-in-possession, subject to the continuing jurisdiction of the Bankruptcy Court and any further orders of the Bankruptcy Court or the District Court. According to the docket, the Debtors' exclusive right to file a plan expires on Nov. 18, 2014. COUNTRY STONE: Will Proceed with Dec. 17 Auction ------------------------------------------------ Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Country Stone Holdings Inc., a manufacturer and processor of lawn and garden products, is plowing toward a Dec. 17 auction at which interested bidders can compete with so-called stalking horse Quikrete Holdings Inc., which offered about $20 million for the business. According to the report, the company's proposed dates were approved over objection from the Official Committee of Unsecured Creditors, which said the timeline created an "aggressive and rushed" attempt to liquidate assets for the sole benefit of pre- bankruptcy secured lender First Midwest Bank. 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 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. Nancy J. Gargula, U.S. Trustee for the Central District of Illinois, has appointed five creditors to serve in the official unsecured creditors committee in the Debtors' cases. CONYERS 138: Case Summary & 2 Unsecured Creditors ------------------------------------------------- Debtor: Conyers 138, LLC 1562 Lenox Road Atlanta, GA 30306 Case No.: 14-73659 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 1, 2014 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Evan M. Altman, Esq. EZ-FILING, INC. Building 2 8325 Dunwoody Place Atlanta, GA 30350-3307 Tel: (770) 394-6466 Fax: (678) 405-1903 E-mail: evan.altman@laslawgroup.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Robert Kostensky, managing member. List of Debtor's two Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Taratoot Company, Inc. $500,000 1562 Lenox Road Atlanta, GA 30306 Fulton County Tax Commissioner $91,000 Arthur E. Ferdinand 141 Pryor Street Atlanta, GA 30303 CPM HOLDINGS: Moody's Assigns B2 Rating on $440MM Secured Debt -------------------------------------------------------------- Moody's Investors Service affirmed CPM Holdings, Inc.'s B2 Corporate Family Rating ("CFR") and assigned ratings to the company's proposed $440 million secured credit facilities. Proceeds from the transaction, along with balance sheet cash, will be used to refinance approximately $369 million of existing debt, fund a sponsor dividend, and pay related fees and expenses. The rating outlook is stable. "Mid-cycle credit metrics remain consistent with a B2 rating and liquidity is good, but this transaction stretches the boundaries of the rating considering the company's inherent volatility," said Ben Nelson, Moody's Assistant Vice President and lead analyst for CPM Holdings, Inc. The actions: Issuer: CPM Holdings, Inc. Corporate Family Rating, Affirmed B2; Probability of Default Rating, Affirmed B2-PD; $30 million First Lien Senior Secured Revolving Credit Facility due 2019, Assigned B1 (LGD3); $310 million First Lien Senior Secured Term Loan B due 2021, Assigned B1 (LGD3); $100 million Second Lien Senior Secured Term Loan due 2022, Assigned Caa1 (LGD5); Outlook, Stable. The ratings remain subject to Moody's review of the final terms and conditions of the proposed transaction, expected to close in the fourth quarter of 2014. The existing instrument ratings (B1 first lien revolving credit facility and term loan due 2017 and Caa1 second lien term loan due 2018) are expected to be withdrawn upon closing. Ratings Rationale Moody's estimates that the dividend recapitalization will increase the company's adjusted financial leverage back to the high 4 times (Debt/EBITDA) from the low 4 times at June 30, 2014, a closing leverage position consistent with the previous recapitalization in mid-2012. Moody's expects operating performance will be flat to modestly-improved in the near-term, but with interest coverage in the mid-to-high 2 times (EBITA/Interest) and retained cash flow near 10% (RCF/Debt) over the next twelve-to-eighteen months, the company should be able to generate positive free cash flow in the mid-to-upper single digit range (FCF/Debt). This will support growth in the company's cash balance from about $50 million at closing and supports the rating despite somewhat soft credit metrics. The rating assumes that in a downturn of moderate intensity financial leverage will not exceed 6 times and interest coverage will not fall below 1.5 times. The B2 CFR is constrained primarily by the financial risk posed by operating a moderately-sized and highly-cyclical business with a leveraged balance sheet. Demand for new agricultural and food processing machinery can be influenced significantly by changes in agricultural business conditions, global macroeconomic conditions, and availability of financing. CPM's business mix is weighted toward new equipment sales, particularly in the significant oilseed processing business, and the cash flow generated by the relatively stable spare parts business is modest relative to the company's absolute debt position. The rating incorporates tolerance for significant peak-to-trough declines in EBITDA during downturns, but, in part due to low capital spending requirements associated with an outsourced manufacturing model, assumes that the company will continue to generate positive free cash flow on a rolling twelve month basis. The rating also assumes that in the event of an evident downturn CPM will proactively reduce debt or build elevated cash balances, taking advantage of cash flows from its long-dated order backlog and meaningful spare parts business. Strong competitive positions and the outsourced manufacturing model help maintain profit margins and reduce cash outflows during such periods of weakness. These dynamics were tested following the most recent economic recession and again with weakening in oilseed processing due to recent drought conditions. Over a longer horizon, Moody's believes that the company's key end markets have very favorable dynamics tied to global economic growth, increasing global middle class, and increasing consumption of meat products that have a multiplier effect on the demand for agricultural commodities. Moody's believes that the company has good liquidity to finance operations for at least the next several quarters supported by over $100 million of cash and available credit lines at closing. Moody's expects the company will generate sufficient EBITDA to cover about $50 million of cash interest, taxes, and capital expenditures in 2015. While continued free cash flow is likely on a rolling four quarter basis, volatile working capital needs could lead to negative free cash flow in certain quarters and could cause the company to use some of its balance sheet cash to manage these needs. A $30 million committed domestic revolving credit facility and $30 million committed European revolving credit facility are good sources of back-up liquidity. The domestic credit agreement is expected to contain only a springing financial maintenance covenant, which is not expected to apply in the near- term. The international credit agreement does contain financial maintenance covenants, but Moody's expect the company to remain in compliance and it has sufficient balance sheet cash to remedy unforeseen situations. The stable outlook reflects expectations for solid operating performance and modestly-improved credit metrics over the next 12 to 18 months, as well as maintenance of good liquidity. Moody's could upgrade the rating with expectations for the company to withstand a moderate downturn without financial leverage exceeding 4.5 times or interest coverage falling below 2 times. Moody's could downgrade the rating with expectations for leverage above 6 times, interest coverage below 1.5 times, negative free cash flow on a rolling twelve month basis, or a substantive deterioration in liquidity. The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CPM Holdings, Inc. provides process machinery and technology to various agricultural end markets including oilseed, animal feed, breakfast cereal and snackfood, and biofuels. CPM has been privately-owned by Gilbert Global Equity since 2003 with returns of capital in 2012 and 2014 (proposed). Headquartered in Waterloo, Iowa, the company generated about $419 million of revenue for the twelve months ended June 30, 2014. CPM HOLDINGS: S&P Affirms B+ CCR & Rates $315MM 1st Lien Loan B+ ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on Waterloo, Iowa-based CPM Holdings Inc. The rating outlook is stable. At the same time, S&P assigned a 'B+' issue-level rating to the company's proposed $315 million first-lien term loan due 2021 and $30 million revolving credit facility due 2019. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50% to 70%) in the event of payment default. S&P's recovery expectations are in the lower half of the 50% to 70% range. S&P also assigned a 'B' issue-level rating to the company's proposed $100 million second-lien term loan due 2022. The '5' recovery rating indicates S&P's expectation for modest recovery (10% to 30%) in the event of payment default. S&P's recovery expectations are in the lower half of the 10% to 30% range. CPM Acquisition Corp. and Crown Acquisition Corp., subsidiaries of CPM, will co-borrow under the senior secured facilities. S&P will withdraw its ratings on CPM's existing debt following the completion of the transaction. "The affirmation reflects our expectation that CPM will maintain leverage of 4x to 5x and funds from operations to total debt in the low teens," said Standard & Poor's credit analyst Svetlana Olsha. Pro forma for the transaction, the company's debt to EBITDA ratio increases to about 4.8x. CPM has a limited scope of operations as a niche producer of process equipment and aftermarket parts for the oilseed, animal feed, biofuel, and human food processing industries. Demand for oilseed processing and extraction, as well as animal feed and wood pelleting equipment, should remain cyclical because it depends on agribusiness companies' capital expenditures and the highly cyclical biodiesel industry. However, the company's good geographic diversification and well-established (No. 1 or No. 2) position in niche markets somewhat mitigates end-market cyclicality. S&P also believes the company will continue to derive a fair proportion of revenue from replacement parts, which tend to be more stable. DAVID DUCKWORTH: Case Helps GM Creditors on $1.5 Billion Appeal --------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that a federal appeals court in Chicago handed down a decision that could guide a sister appeals court in New York and help set up a $1.5 billion victory for creditors of General Motors Corp., as the automaker was known during its Chapter 11 reorganization. According to the report, the case before the Chicago-based U.S. Court of Appeals for the Seventh Circuit involved a $1.1 million bank loan represented by a note dated Dec. 15, 2008, and the security agreement said the collateral was given to secure a note dated Dec. 13, but there was no Dec. 13 note. The borrower went bankrupt. U.S. Circuit Judge David F. Hamilton reversed the lower courts, saying that the Uniform Commercial Code "directs us to enforce the agreement according to its terms," the report related. The Chicago case is State Bank of Toulon v. Covey (In re Duckworth), 14-1561, U.S. Court of Appeals for the Seventh Circuit (Chicago). A full-text copy of the Seventh Circuit's Opinion dated Nov. 21, 2014, is available at http://bankrupt.com/misc/DUCKWORTH11.pdf DAVID STARAL: Ex-Arena Football Team Owner Faces Fraud Charges -------------------------------------------------------------- Law360 reported that federal prosecutors slapped the former owner of the folded Chicago Rush Arena Football League team with bankruptcy and wire fraud charges, alleging he attempted to hide assets from creditors and exaggerated his net worth in order to buy the team last year. According to the report, David Staral Jr., 35, who was arrested at his Wisconsin home, allegedly scammed the AFL's commissioner into believing he was worth $5 million in order to seal a deal for the Chicago Rush in February 2013. DEMCO INC: Creditors' Meeting Adjourned to Feb. 23 -------------------------------------------------- The U.S. Trustee for Region 2 announced that the meeting of creditors of Demco Inc. has been adjourned to Feb. 23, at 2:00 p.m. The meeting of creditors will be held at Buffalo UST - Olympic Towers. The court overseeing the bankruptcy case of a company schedules the meeting of creditors usually about 30 days after the bankruptcy petition is filed. The meeting is called the "341 meeting" after the section of the Bankruptcy Code that requires it. A representative of the company is required to appear at the meeting and answer questions under oath. The meeting is presided over by the U.S. trustee, the Justice Department's bankruptcy watchdog. About Demco Inc. Demco, Inc., aka Decommissioning & Environmental Management Company, is a specialty trade contractor based in West Seneca, New York, which provides demolition services, nuclear work, environmental clean-up, disaster response and a variety of other services throughout the United States and, on a project-by-project basis, internationally. Some of Demco's better known demolition projects in the past have included the Rocky Flats Nuclear Power Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial Auditorium, and the Sunflower Army Ammunition Plant. Demco filed for Chapter 11 protection (Bankr. W.D.N.Y. Case No. 12-12465) on Aug. 6, 2012. Bankruptcy Judge Michael J. Kaplan presides over the case. Daniel F. Brown, Esq., at Andreozzi, Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represents the Debtor in its restructuring effort. Freed Maxick CPAs, P.C. serves as its accountants, and Horizons Consulting, LLC, serves as its tax consultants. The petition was signed by Michael J. Morin, controller. Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three creditors to serve on the Official Committee of Unsecured Creditors. The Committee retained Amigone, Sanchez & Mattrey, LLP as its counsel. First Niagara Bank, the cash collateral lender, is represented by William F. Savino, Esq., at Damon Morey. DENDREON CORP: Inks Compromise with Derivative Suit Litigants ------------------------------------------------------------- Dendreon Corp. asked the U.S. Bankruptcy Court to approve a compromise with various derivative action litigants that will bring more than $3 million into the Debtors' estates. Under the settlement, the Individual Defendants, which are certain of the Debtor's current and former officers and directors, will cause to be paid $4,500,000 into an escrow account. The Settlement Payment will be used to pay any attorneys' fees and expenses, which amount may not exceed $1,250,000, awarded by the Court of Chancery of the State of Delaware to the plaintiffs' counsel as well as any costs of notice. The remaining amount of the Settlement Payment, expected to be approximately $3,250,000, will be paid from the escrow account to the Debtor's estate upon the entry of, and in accordance with, an order of the Chancery Court giving final approval of the settlement. About Dendreon With corporate headquarters in Seattle, Washington, Dendreon Corporation -- http://www.dendreon.com/-- a biotechnology company focused on the discovery, development and commercialization of novel cellular immunotherapies to significantly improve treatment options for cancer patients. Dendreon's first product, PROVENGE (sipuleucel-T), was approved by the U.S. Food and Drug Administration (FDA) and became commercially available for the treatment of men with asymptomatic or minimally symptomatic castrate-resistant (hormone-refractory) prostate cancer in April 2010. Dendreon is traded on the NASDAQ Global Market under the symbol DNDN. Dendreon and its U.S. subsidiaries filed for Chapter 11 bankruptcy protection (Bankr. D. Del.) on Nov. 10, 2014. The Debtors have requested that their cases be jointly administered under Case No. 14-12515. Judge Peter J. Walsh presides over the cases. The petitions were signed by Gregory R. Cox, interim chief financial officer and treasurer. Dendreon sought bankruptcy protection after it reached agreements on the terms of a financial restructuring with certain holders of the Company's 2.875% Convertible Senior Notes due 2016 representing 84% of the $620 million aggregate principal amount of the 2016 Notes. The financial restructuring may take the form of a stand-alone recapitalization or a sale of the Company or its assets. The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP, as counsel; Lazard Freres & Co. LLC, as investment banker; AlixPartners, as restructuring advisors; and Prime Clerk LLC as claims and noticing agent. The Debtors disclosed $365 million in total assets and $664 million in total liabilities as of June 30, 2014. The U.S. Trustee for Region 3 has appointed five members to the Official Committee of Unsecured Creditors. DETROIT, MI: Eyes Bankruptcy Exit in Second Week of December ------------------------------------------------------------ Reuters reported that Detroit is eying a date between Dec. 8 and 10 for its debt adjustment plan to take effect, allowing the city to exit the biggest-ever municipal bankruptcy, an attorney said. According to the report, Heather Lennox, Detroit's attorney with law firm Jones Day, told U.S. Bankruptcy Court Judge Steven Rhodes that the city expects to complete a budget that incorporates the plan during the first week of December, clearing the way for the completion of financing to fund key creditor settlements. About the City of Detroit 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. The Troubled Company Reporter, on Nov. 10, 2014, citing The New York Times' DealBook, reported that U.S. Bankruptcy Judge Steven Rhodes in Michigan approved the city of Detroit's plan of debt adjustment. * * * 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. DETROIT, MI: Challenge to State Emergency Manager Law Moves Ahead ----------------------------------------------------------------- Reuters reported that U.S. District Court Judge George Caram Steeh allowed a lawsuit challenging the constitutionality of Michigan's emergency manager law to move forward on grounds that it might discriminate on the basis of race. According to the report, Judge Steeh ruled that the case brought by affected residents and a public labor union will proceed on an allegation that the 2012 law discriminates against African- American residents in cities run by an emergency manager. He added that allowing the lawsuit to move forward would not impact Detroit, which was assigned an emergency manager and is poised to exit the biggest-ever municipal bankruptcy by year-end after a federal bankruptcy judge confirmed the city's debt adjustment plan on Nov. 7, the report related. About the City of Detroit 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. The Troubled Company Reporter, on Nov. 10, 2014, citing The New York Times' DealBook, reported that U.S. Bankruptcy Judge Steven Rhodes in Michigan approved the city of Detroit's plan of debt adjustment. * * * 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. DETROIT, MI: Ch. 9 Empowers Cities to Tackle Soaring Pensions ------------------------------------------------------------- Law360 reported that the city of Detroit?s emergence from bankruptcy with significant concessions from its retirees offers renewed hope for municipalities across the country to address the accounting gimmickry used to avoid confronting huge employment- related liabilities, experts said at a panel discussion. According to the report, a roundtable talk at Albany Law School on the ripple effects of Detroit?s controversial experience in Chapter 9 centered on how cities in New York and elsewhere can regain their financial footing in the face of unsustainable pension costs stemming from promises made to workers years and sometimes decades ago. About the City of Detroit 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. The Troubled Company Reporter, on Nov. 10, 2014, citing The New York Times' DealBook, reported that U.S. Bankruptcy Judge Steven Rhodes in Michigan approved the city of Detroit's plan of debt adjustment. * * * 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. DIOCESE OF GALLUP: Atty Wants Records From Franciscan Friars ------------------------------------------------------------ The Associated Press reported that James Stang, an attorney for victims who claim they were sexually abused by priests in the Diocese of Gallup in New Mexico, wants insurance and financial records from the Franciscan Friars to force two Franciscan provinces to hand over the records. About the Diocese of Gallup, NM The Diocese of Gallup, New Mexico, principally encompasses American Indian reservations for seven tribes in northwestern New Mexico and northeastern Arizona. It is the poorest diocese in the U.S. There are 38 active priests working in the Diocese and 27 permanent deacons also serve the Diocese along with five seminarians. The Diocese and its missions, schools and ministries employ approximately 50 people, and a significant number of additional people offer their services as volunteers. The diocese sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.M. Case No. 13-bk-13676) on Nov. 12, 2013, in Albuquerque, New Mexico amid suits for sexual abuse committed by priests. The bishop previously said bankruptcy will be "the most merciful and equitable way for the diocese to address its responsibility." The abuse mostly occurred in the 1950s and early 1960s, the bishop said. The petition shows assets and debt both less than $1 million. DORAL FINANCIAL: S&P Suspends 'CC' ICR on Lack of Information ------------------------------------------------------------- Standard & Poor's Ratings Services said that it suspended the 'CC' issuer credit rating of Doral Financial Corp. The ratings were placed on CreditWatch with negative implications on May 6, 2014. "Our suspension of the ratings on Doral reflects a lack of information to satisfactorily assess the company and make a well- informed ratings decision," said Standard & Poor's credit analyst Sunsierre Newsome. If the issuer provides sufficient information within 90 days and discusses their plans for the company, we could reconvene a rating committee and reinstate the rating. However, if S&P do not receive sufficient information, it will withdraw the ratings after the 90 days elapses. On May 6, 2014, S&P lowered the issuer credit rating on Doral Financial Corp. to 'CC' from 'CCC-' and placed the rating on CreditWatch with negative implications following the company's weakened capital position to the point that it had breached minimum regulatory capital requirements under its current consent order with the Federal Deposit Insurance Corp. (FDIC). This followed a joint Report of Examination with the FDIC and the Puerto Rico Office of the Commissioner of Financial Institutions stating, among other things, that Doral may no longer include some or all of the tax receivables from the government of Puerto Rico in its calculation of Tier 1 capital. Doral has been in litigation with the Commonwealth of Puerto Rico to collect the $229 million owed to Doral under the closing agreement dated March 26, 2012, between Doral and the Treasury Department. According to its Form NT 10-Q filing dated Nov. 12, 2014, Doral stated that is has to fully assess the impact of the information set forth in the Report of Examination, the company's ability to continue as a going concern, and the impact, if any, of any such determination upon the valuation of its remaining deferred tax assets. Given these factors, the company states that it cannot finalize the preparation of its quarterly financial statements. As a result, and with the lack of communication between Doral's management and Standard & Poor's Ratings Services, it is suspending the ratings. DOUGLAS DYNAMICS: Moody's Rates $190 Million New Term Loan 'B1' --------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Douglas Dynamics LLC's new senior secured term loan and raised the Speculative Grade Liquidity Rating ("SGL") to SGL-2 from SGL-3. At the same time, Moody's affirmed the company's B1 Corporate Family Rating ("CFR"). Proceeds from the issuance will be used to partially fund the acquisition of Henderson Enterprise Group, Inc. (unrated) for $95 million, refinance existing debt, and pay related fees and expenses. The outlook is stable. "The acquisition will diversify Douglas' product offerings and customer base and while it is predominantly debt-funded, normalized credit metrics remain appropriate for the B1 rating," said Ben Nelson, Moody's Assistant Vice President and lead analyst for Douglas Dynamics LLC. The actions: Issuer: Douglas Dynamics LLC Corporate Family Rating, Affirmed B1; Probability of Default Rating, Affirmed B1-PD; $190 million Senior Secured Term Loan due 2021, Assigned B1 (LGD4); Speculative Grade Liquidity Rating, Raised to SGL-2 from SGL-3; Outlook, Stable. The ratings are subject to Moody's review of the final terms and conditions of the transaction. The existing loan rating (senior secured term loan due 2018) is expected to be withdrawn at closing. Rating Rationale The B1 CFR balances a good business model and solid credit metrics with the challenges of operating a modestly-sized business with volatile, weather-dependent demand and financial policies that include a relatively high regular dividend and debt-funded acquisitions. Credit metrics are currently strong for the rating category, including adjusted financial leverage near 2 times (Debt/EBITDA), following heavy snowfall last winter and a good selling season in 2014. Moody's expects leverage will moderate to the 3-4 times area over the next several quarters inclusive of more normalized weather conditions and the acquisition of Henderson. Strong market positions in snow and ice control equipment, an extensive distribution network, a flexible cost structure, and a demonstrated ability to generate cash flow through business cycles further support the rating. The raising of the company's liquidity rating to SGL-2 reflects the company's planned expansion of its asset-based revolving credit facility to $100 million from $80 million, and the expectation for more stable cash flow in the future considering Henderson's less-seasonal cash flow generation. Moody's expects the company will generate positive free cash flow on an annual basis, though not in all interim quarterly periods due to the company's seasonal working capital trends with peak-to-trough swings of up to $60 million. The company likely will draw modestly on its revolver during these periods. The credit agreement governing the revolver is covenant-lite as it contains only a springing fixed charge coverage ratio test if availability falls below $12.5 million. The covenant is unlikely to be tested in the near-term. The stable outlook assumes that the company will maintain good liquidity, solid credit metrics assuming normal weather conditions, and a prudent dividend policy. The company's small scale, weather-dependent seasonal demand, and shareholder-friendly financial philosophy limit upward rating momentum. However, Moody's could consider upgrading the rating if the company carried very little balance sheet debt and maintained a significant liquidity cushion. Moody's could downgrade the rating if Moody's expected leverage sustained above 4 times, persistently negative free cash flow, or a substantive deterioration in liquidity. The principal methodology used in these ratings was Global Automotive Supplier Industry published in May 2013. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Douglas Dynamics designs, manufactures, sells, and supports snow and ice control equipment for light trucks. Headquartered in Milwaukee, Wisconsin, the company generated approximately $2766 million of revenue for the twelve months ended September 30, 2014. ENDEAVOUR INTERNATIONAL: Disclosure Statement Hearing on Dec. 17 ---------------------------------------------------------------- Endeavour International Corporation and its debtor-affiliates have filed a proposed Plan of Reorganization that provides for the reduction of approximately $598 million of the Debtors' existing debt, the reduction of approximately 43% of the Debtors annual interest burden, and freeing up of $50 million in annual cash flow that can be used for reinvestment in the Debtors' business. Among other things, the Plan further provides for (i) the cancellation of all of the Debtors' existing debt and equity and any Interests in the Debtors other than EIC and (ii) the issuance of $262.5 million in new notes bearing a 9.75% interest rate, new Series A convertible preferred stock and new shares of common stock. The hearing consider approval of the adequacy of the information in the Disclosure Statement is scheduled on Wednesday, Dec. 17, 2014 at 3:00 p.m. (Prevailing Eastern Time). Objections are due no later than Dec. 11, 2014 at 4:00 p.m. (Prevailing Eastern Time). Pursuant to the Plan, the Voting Claims include all Allowed Claims that have been placed in Classes 3 through 7. The New Notes, New Preferred Stock and New Common Stock are being issued in full and final satisfaction of the Allowed Claims of the 2018 Noteholders (Classes 3 and 4), the 7.5% Convertible Bondholders (Class 5) and the Convertible Noteholders (Class 6) on the date on which all conditions to the effectiveness of the Plan have been satisfied or waived in accordance with the terms of the Plan. The Plan provides that holders of Allowed General Unsecured Claims of a value greater than $10,000 (Class 7 - General Unsecured Claims) will receive a distribution of Cash equal to [15.0%] of the value of their Allowed Claim, in full and final satisfaction of such Claims on the Effective Date. Pursuant to section 1122(b) of the Bankruptcy Code, holders of Allowed General Unsecured Claims in the amount of $10,000 or less (Class 8 ? Convenience Class Claims) will receive a distribution of Cash equal to 100% of the value of their Allowed Claim, in full and final satisfaction of such Claims on the Effective Date. None of the indebtedness or other obligations of the Debtors' non- debtor affiliates other than certain permitted reductions of, and other changes to, the intercompany note owed by Endeavour Energy UK Limited, an English/Welsh corporation ("EEUK") to EOC?will be affected by the restructuring, including the $440 million in principal, plus interest and any other amounts outstanding, under the Restated EEUK Term Loan entered into by EIC, certain of the Debtors' Non-Debtor Affiliates, the lenders party thereto and Credit Suisse AG, Cayman Island Branch as administrative and collateral agent, dated Sept. 30, 2014. A copy of the Disclosure Statement attached to the Plan of Reorganization dated Nov. 17, 2014. http://bankrupt.com/misc/EndeavourInternational_181_DS.pdf About Endeavour International Houston, Texas-based Endeavour International Corporation (OTC: ENDRQ) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. On Oct. 10, 2014, Endeavour International and five affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code after reaching a restructuring deal with noteholders. The cases are pending joint administration under Endeavour Operating Corp.'s Case No. 14-12308 before the Honorable Kevin J. Carey (Bankr. D. Del.). As of June 30, 2014, the Company had $1.55 billion in total assets, $1.55 billion in total liabilities, $43.70 million in series c convertible preferred stock, and a $41.48 million stockholders' deficit. The Debtors have tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; The Blackstone Group L.P., as financial advisor; AlixPartners, LLP, as restructuring advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. ENDEAVOUR INTERNATIONAL: Proposes Jan. 26, 2015 Claims Bar Date --------------------------------------------------------------- Endeavour International Corporation asks the Bankruptcy Court to establish Jan. 26, 2015 at 5:00 p.m. (prevailing Eastern Time) as the general claims bar date; and establish April 8, 2015, at 5:00 p.m. (prevailing Eastern Time) as the governmental claims bar date. The Debtors have until Dec. 15, 2014, to file their schedules of assets and liabilities and statements of financial affairs. The Debtors intend to file the documents on or before the deadline. In the event that the Debtors amend or supplement their Schedules, the deadline for any holder of a claim to file a proof of claim is the later of (x) the Bar Date and (y) the date that is 30 days after the date on which the Debtors serve notice of the amendment or supplement. In the event the Debtors reject an executory contract or unexpired lease, the deadline for the holder of a claim arising from the rejection of executory contract or unexpired lease to file a Proof of Claim with respect to any such Rejection Damages Claim be the later of (a) the Bar Date, (b) 5:00 p.m. (prevailing Eastern Time) on the date that is 30 days after the date on which an order is entered authorizing the rejection of the applicable executory contract or unexpired lease, and (c) any date that the Court may fix in the applicable order authorizing such rejection. Fixing the Bar Dates will enable the Debtors to receive, process, and begin their analysis of creditors' claims in a timely and efficient manner, and will expedite the administration of these cases. Additionally, setting the Bar Dates will allow the Debtors to gain visibility into the total universe of claims against the estates and will assist the Debtors with the effective implementation of a plan of reorganization. About Endeavour International Houston, Texas-based Endeavour International Corporation (OTC: ENDRQ) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. On Oct. 10, 2014, Endeavour International and five affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code after reaching a restructuring deal with noteholders. The cases are pending joint administration under Endeavour Operating Corp.'s Case No. 14-12308 before the Honorable Kevin J. Carey (Bankr. D. Del.). As of June 30, 2014, the Company had $1.55 billion in total assets, $1.55 billion in total liabilities, $43.70 million in series c convertible preferred stock, and a $41.48 million stockholders' deficit. The Debtors have tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; The Blackstone Group L.P., as financial advisor; AlixPartners, LLP, as restructuring advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. ENERGY FUTURE: 2015 Compensation Program Filed ---------------------------------------------- BankruptcyData reported that Energy Future Holdings asked the U.S. Bankruptcy Court to approve its 2015 compensation programs, which, according to court documents, "will encourage and reward exceptional performance by all employees" and certain retention bonus programs for non-insiders. According to BData, the Debtors' senior employees are eligible to earn market-based bonuses if -- and only if -- the Debtors meet challenging financial and operational targets that will generate substantial value for the Debtors and all of their stakeholders. The Cost of Insider Executive Annual Incentive Plan is $8.0 million at target, payable February/March 2016, while the cost of the 2015 annual incentive Plan is $56.1 million, the report related. 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. The Troubled Company Reporter, on Nov. 4, 2014, reported that the U.S. Trustee for Region 3 appointed five creditors of Energy Future Holdings Corp. to serve on the Debtor's official committee of unsecured creditors. ENERGY FUTURE: Seeks Approval of Compromise with Sierra Club ------------------------------------------------------------ BankruptcyData reported that Energy Future Holdings asks the U.S. Bankruptcy Court to approve a settlement agreement between certain of the Debtors - Energy Future Holdings, Luminant Generation Company and Big Brown Power Company -- and Sierra Club, under which the Settling Debtors will be relieved from defending against multiple current and threatened lawsuits relating to Sierra Club's environmental and administrative causes of action. According to the report, the Settling Debtors have one outstanding cause of action against Sierra Club for $6.45 million, stemming from district court litigation brought against the Settling Debtors by Sierra Club under the Clean Air Act. 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: Transition Reported --------------------------------------- BankruptcyData, citing documents filed with the U.S. Securities and Exchange Commission, reported that Exide Technologies said Transportation Americas intends to transition to a new third party vendor. According to the BData report, Exide's Transportation Americas business unit included an ongoing relationship with one of the division's largest customers by volume, and on Nov. 18, Exide was informed by this customer that it would transition its relationship to a new third party vendor over the next several months. As previously reported by The Troubled Company Reporter, citing Daily Bankruptcy Review, Exide said the loss of its major customer won't have a material impact on its performance as it pushes to exit Chapter 11 bankruptcy. The report said the loss triggered a review of financial projections undergirding the battery maker's Chapter 11 exit plan, a review that the company said left it with the belief there will be no material impact. 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. EXIDE TECHNOLOGIES: Gets Nod for Plant Pact With Calif. Regulator ----------------------------------------------------------------- Law360 reported that U.S. Bankruptcy Judge Kevin J. Carey in Wilmington signed off on a settlement between battery maker Exide Technologies Inc. and the California Department of Toxic Substances Control that paves the way for Exide to restart its idled Vernon, California, lead-recycling plant. According to the report, Judge Carey overruled objections lodged by both the city and county of Los Angeles, which sought to postpone consideration of the settlement so they could have more time to evaluate how it might impact them. Judge Carey blessed Exide's agreement with the California environmental regulator, finding that the deal resolved knotty issues and was an appropriate exercise of the debtor's business judgment, the report related. 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. EXIDE TECHNOLOGIES: Committee Commences Suit vs. Wells Fargo ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Exide Technologies has filed an adversary proceeding against defendant Wells Fargo Bank, National Association, as trustee with respect to those certain 8-5/8% Senior Secured Notes due 2018. The adversary proceeding seeks: a) seeking a determination that the Unencumbered Assets are not encumbered by liens or security interests granted to the Pre-Petition Noteholders; b) seeking disallowance and/or recharacterization as unsecured of any claims filed by the Pre-Petition Noteholders in this Chapter 11 Case pursuant to ?502 of the Bankruptcy Code to the extent that such claims allege a security interest in or lien on any of the Unencumbered Assets; c) to the extent the Pre-Petition Noteholders were undersecured, seeking to recharacterize and disallow the Debtor's post-petition payment of interest, fees, costs, and expenses owing under the Existing Indenture Agreements to reduce the principal owing to the Pre-Petition Noteholders. The Debtor stipulated in the Final DIP Order that, as of the Petition Date, it was indebted to the Pre-Petition Noteholders with respect to the 2018 Notes in the aggregate principle amount of $675 million. In addition, the Pre-Petition Notes Debt is secured by second priority liens on and security interests in the ABL Priority Collateral priority liens on and security interests in the Notes Priority Collateral. The Debtor stipulated in the Final DIP Order that the stock of the Debtor's wholly owned subsidiary Exide Global Holding Netherlands C.V. is pledged (i) 65% to secure the Pre-Petition Notes Debt on a first priority basis, and (ii) 100% to secure the Pre- Petition ABL Debt, with 65% of such stock pledged on a second priority basis and 35% pledged on a first priority basis. As such, approximately 35% of the Debtor's interest in Exide Global does not secure the Pre-Petition Notes Debt, is unencumbered, and the value of said equity should revert to the Debtor's other stakeholders. Paragraph 19 of the Final DIP Order provides that the Committee must assert its Claims and Defenses by September 26, 2013, unless said period is extended by agreement of the Pre-Petition ABL Agent or Pre-Petition Notes Trustee, as applicable. The Challenge Period has been extended on several occasions, most recently pursuant to an April 28, 2014 Stipulation and Agreement by and Among the Debtor, the Official Committee of Unsecured Creditors, Wells Fargo Bank, National Association, and the Official Noteholder Committee, which indefinitely extended the Committee's Challenge Period "through and including the 25th calendar day after the Notes Trustee or the Unofficial Noteholder Committee delivers written notice to the undersigned counsel to the Committee of termination of the Challenge Period." As of the date hereof, no written notice has been issued. Based on information provided to Plaintiff, including with respect to the Existing Indenture Agreements, it appears that the Pre- Petition Notes Debt is not secured by valid and perfected security interests in or liens. Pursuant to Rule 44.1 of the Federal Rules of Civil Procedure, applicable to this action pursuant to Rule 9017 of the Federal Rules of Bankruptcy Procedure, Plaintiff gives notice that application of foreign local law may be necessary to analyze the failure of the Pre-Petition Noteholders to perfect liens on and security interests in certain of the Unencumbered Assets. 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. FAIRFIELD SENTRY: Tries to Preserve Challenge of $230M Madoff Sale ------------------------------------------------------------------ Law360 reported that Kenneth Krys, the liquidator of a British Virgin Islands-based Bernard L. Madoff feeder fund, urged the Second Circuit not to revisit its decision allowing a challenge to the sale of a $230 million claim against the Ponzi schemer's defunct firm, saying a lower court has already rejected arguments to the contrary. As previously reported by The Troubled Company Reporter, citing Law360, the Second Circuit ordered Mr. Krys, who is seeking to undo the imprudent sale of a $230 million claim against the con man's defunct securities firm, to show why other arguments can't be considered to sink his bid in U.S. courts to undo the deal. Michael L. Cook, Esq., at Schulte Roth & Zabel LLP posted on the firm's website that the Second Circuit, on Sept. 26, 2014, held that a U.S. bankruptcy court was required to conduct a full review of Fairfield Sentry Ltd.'s sale of property "within the territorial jurisdiction of the United States," relying on the "plain" language of Bankruptcy Code Section 1520(a)(2). According to Mr. Cook, the bankruptcy court also "erred when it gave deference to a foreign court's approval of the asset sale." About Fairfield Sentry Fairfield Sentry is being liquidated under the supervision of the Commercial Division of the High Court of Justice in the British Virgin Islands. It is one of the funds owned by the Fairfield Greenwich Group, an investment firm founded in 1983 in New York City. Fairfield Sentry and other Greenwich funds had among the largest exposures to the Bernard L. Madoff fraud. Fairfield Sentry Limited filed for Chapter 15 protection (Bankr. S.D.N.Y. Case No. 10-13164) on June 14, 2010. Fairfield Sentry became the subject of a BVI liquidation, and a BVI court appointed the Liquidator under BVI law. The Liquidator then sought recognition of the BVI liquidation as a foreign main proceeding under Chapter 15 of the Code in the Southern District of New York. The Bankruptcy Court entered an order granting recognition of the Fairfield Sentry case on July 22, 2010, enabling the Liquidator to use the U.S. Bankruptcy Court to protect and administer Fairfield Sentry's assets in the U.S. FAR EAST ENERGY: Reports $8.24-Mil. Net Loss for Third Quarter -------------------------------------------------------------- Far East Energy Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $8.24 million on $1.25 million of total operating revenues for the three months ended Sept. 30, 2014, compared with a net loss of $8.41 million on $400,000 of total operating revenues in 2013. The Company's balance sheet at Sept. 30, 2014, showed $109.6 million in total assets, $140 million in total liabilities, and a stockholders' deficit of $29.9 million. The Company has accumulated net losses of $208.7 million since inception. It also has negative working capital, negative cash flows from operating activities and negative net worth. The principal accountant's reports of JonesBaggett on the financial statements of the Company as of and for the period ended Dec. 31, 2013 included an explanatory paragraph describing the existence of conditions that raise substantial doubt about the Company's ability to continue as a going concern, according to the regulatory filing. A copy of the Form 10-Q is available at: http://is.gd/2dyq0t Far East Energy Corporation is engaged in the acquisition, exploration, development, and production of coalbed methane gas properties in China. The Company holds interests in three of China's largest coalbed methane fields: Shouyang Block in Shanxi Province, Qinnan Block in Shanxi Province, and Enhong and Laochang areas in Yunnan Province. FL 6801: Z Capital OK'd as Successful Bidder for Canyon Ranch ------------------------------------------------------------- Z Capital Partners, L.L.C., a private equity firm, on Dec. 2 disclosed that the United States Bankruptcy Court Southern District of New York has entered a Sale Order approving Z Capital as the successful bidder in the auction process for the Carillon Hotel and Spa, which is currently operated and managed as Canyon Ranch Hotel & Spa in Miami Beach. The Carillon Hotel and Spa property will be the first project of Z Capital's new venture to create a premier, luxury flag with exclusive locations around the world. "We are extremely pleased to have been approved by the bankruptcy court in the acquisition of the Carillon Hotel & Spa in Miami Beach," said James Zenni, President and Chief Executive Officer of Z Capital. "This is an exceptional property, with exquisite grounds and unparalleled amenities in an iconic location. We appreciated the elegance and standards associated with this world- class property and are fully committed to further enhancing the oceanfront resort to exceed the expectations of all Canyon Ranch constituents. With our proven team of operators, led by Z Capital Operating Partner Thomas Wicky, and our strategic partnerships in luxury hotel management and development, we will create an unrivaled property and to showcase our brand and luxury offerings for future portfolio additions around the world." "We are thrilled to have the opportunity to enhance a truly unique property," commented Thomas Wicky, Managing Director and Operating Partner at Z Capital. "Our exceptional team comprised of industry-leaders with global reach and deep local connections demonstrates our commitment to ensuring that every resident and guest has a world-class experience at this premier property. The Carillon Hotel and Spa will be our first project in our exciting, new venture, and I am confident that our team will successfully work alongside existing homeowners to elevate the property for the benefit of all. We are excited to get started in establishing our luxury hotel flag around the world. " The "Order (I) Approving Sale of Debtors' Property; (II) Authorizing Assumption and Assignment of Executory Contracts and Unexpired Leases; and (III) Granting Related Relief" was entered in the bankruptcy case of FL 6801 SPIRITS LLC, et al. on November 26, 2014. About Z Capital Partners Z Capital Partners, L.L.C. -- http://www.zcap.net/-- is a private equity firm with approximately $1.9 billion of regulatory assets and committed capital under management and with offices in Lake Forest, IL and New York, NY. Z Capital pursues a value-oriented approach in private equity that includes making control investments in companies that may require growth capital, balance sheet and or operational improvements. Z Capital portfolio companies currently have aggregate worldwide annual revenues of approximately $1.5 billion, sell products in over 30 countries, and have in excess of 190,000 associates directly and through joint ventures. Z Capital's investors include prominent global sovereign wealth funds, endowments, pension funds, insurance companies, foundations, family offices, wealth management firms and other financial institutions in North America, Europe, Asia, Africa and the Middle East. About FL 6801 Spirits FL 6801 Spirits LLC, a wholly owned subsidiary of Lehman Brothers Holdings Inc. and three of its wholly owned subsidiaries filed voluntary Chapter 11 petitions, seeking bankruptcy protection for their condominium hotel property in Miami Beach. The affiliates are FL 6801 Collins North LLC, FL 6801 Collins Central LLC, and FL 6801 Collins South LLC. FL Spirits' Canyon Ranch Living Hotel and Spa is a luxury full- service, ocean front condominium hotel located at the site of the old Carillon Hotel in Miami Beach, Florida. The current operator of the hotel, Canyon Ranch Living, is not a debtor, and operations at the property are expected to continue without interruption. FL Spirits and the three affiliates companies have sought joint administration, with pleadings to be maintained at FL 6801's case docket (Bankr. S.D.N.Y. Lead Case No. 14-11691). FL Spirits has tapped Togut, Segal & Segal LLP as general bankruptcy counsel, Shutts & Bowen LLP as special real estate counsel, CBRE, Inc., as real estate broker, and Prime Clerk as claims and notice agent. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Lehman's Chapter 11 plan became effective on March 6, 2012. The Associations are represented by: Alan F. Kaufman, Esq. HINSHAW & CULBERTSON LLP 800 Third Avenue, 13th Floor New York, NY 10022 Tel: (212) 471-6200 E-mail: akaufman@hinshawlaw.com - and - Charles M. Tatelbaum, Esq. TRIPP SCOTT PA 110 SE 6 th Street, 15 th Floor Fort Lauderdale, FL 33301 Tel: (954) 760-4902 E-mail: cmt@trippscott.com FLC HOLDING: Bankruptcy Judge Approves Bid Rules for PNA Bank ------------------------------------------------------------- Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported that U.S. Bankruptcy Judge Janet S. Baer in Chicago has approved FLC Holding Co.'s plan to sell its stake in PNA Bank for $1.2 million in cash to Chicago's Royal Financial Inc., subject to higher bids at a bankruptcy auction. As previously reported by The Troubled Company Reporter, Royal Financial, Inc., entered on Nov. 13, 2014, into an Asset Purchase Agreement with FLC Holding to acquire PNA Bank, a federal savings bank with banking offices in Chicago and Niles, Illinois. Royal Financial will acquire from FLC all of the issued and outstanding shares of common stock of PNA Bank for a cash purchase price of $1.2 million. Immediately following the acquisition, Royal Financial intends to merge PNA Bank with and into its bank subsidiary, Royal Savings Bank. About FLC Holding FLC Holding Company filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 13-24125) on June 11, 2013. Chad H. Gettleman, Esq., at Adelman & Gettleman, Ltd., in Chicago, serves as counsel. The Debtor estimated assets of $500,001 to $1 million and debts of $1 million to $10 million. FREE LANCE-STAR: Gets Approval for Liquidating Plan --------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that VA Newspaper Debtor Co., known as Free Lance- Star before the newspaper and radio stations were sold to Sandton Capital Partners, obtained a commitment from the bankruptcy judge to sign a confirmation order approving the Chapter 11 plan of liquidation proposed jointly with the official creditors' committee. According to the report, the plan implements a global settlement among key stakeholders that resolved the allocation of proceeds from the sale of the business to Sandton's DSP Acquisition LLC. About The Free Lance-Star Publishing The Free Lance-Star Publishing Co. of Fredericksburg, Va., is a publishing, newspaper, radio and communications company based in Fredericksburg, Virginia and owned by the family of Josiah P. Rowe III. FLS's single, seven-day a week newspaper, The Free Lance- Star was first published in 1885 when a group of local Fredericksburg merchants and businessmen created the paper to serve the news and advertising needs of the community. FLS also owns radio stations WFLS-AM, FLS-FM, and WVBX. FLS owns the community and news portal http://www.fredericksburg.com/ FLS filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case No. 14-30315) in Richmond, Virginia, on Jan. 23, 2014. William Douglas Properties, L.L.C., a related entity that owns a portion of the land pursuant to which FLS operates certain aspects of its business, also sought bankruptcy protection. Judge Keith L. Phillips was initially assigned to the cases, but the cases were reassigned to Judge Kevin R. Huennekens on the Petition Date. The Debtors have tapped Lynn L. Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner & Beran, PLC, as counsel; and Protiviti, Inc., as financial advisor. The U.S. Trustee for Region 4 appointed three members to the official committee of unsecured creditors. GARLOCK SEALING: Says Asbestos Racketeering Claims Not Time-Barred ------------------------------------------------------------------ Law360 reported that Garlock Sealing Technologies LLC fired back against Simon Greenstone Panatier Bartlett PC, telling a North Carolina judge that the bankrupt gasket sealer's filings support its claims that the law firm engaged in racketeering while settling personal injury asbestos claims, and that its complaint is not time-barred. According to the report, Garlock told the court that it must deny Simon Greenstone's motion to dismiss based on the statute of limitations, since the facts alleged in its complaint aren't time- barred. The case is Garlock Sealing Technologies LLC v. Simon Greenstone Panatier Bartlett et al., Case No. 3:14-cv-00116 (W.D.N.C.). About Garlock Sealing Headquartered in Palmyra, New York, Garlock Sealing Technologies LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, 2010, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in their Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for asbestos matters. The Official Committee of Asbestos Personal Injury Claimants in the Chapter 11 cases is represented by Travis W. Moon, Esq., at Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC, Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and Jeanna Rickards Koski, Esq., in Washington, D.C. 20005. Joseph W. Grier, III, the Court-appointed legal representative for future asbestos claimants, has retained A. Cotten Wright, Esq., at Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co- counsel. Judge George Hodges of the United States Bankruptcy Court for the Western District of North Carolina on Jan. 10, 2014, entered an order estimating the liability for present and future mesothelioma claims against EnPro Industries' Garlock Sealing Technologies LLC subsidiary at $125 million, consistent with the positions GST put forth at trial. GENERAL MOTORS: Ignition-Switch Program Identifies 2 More Deaths ---------------------------------------------------------------- Jessica Dye, writing for Reuters, reported that two additional deaths have been attributed to a faulty ignition switch in General Motors Co vehicles, bringing the total to 35, according a report from Kenneth Feinberg, the lawyer overseeing a program to compensate for deaths and accidents linked to the part. According to the report, as of Nov. 21, the program, which began accepting claims on Aug. 1, had received 2,180 claims for injuries and deaths, an increase of more than 3 percent from a week earlier. About General Motors General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. * * * The Troubled Company Reporter, on Sep. 29, 2014, reported that Standard & Poor's Ratings Services raised its corporate credit rating on U.S. automaker General Motors Co. (GM) to 'BBB-' from 'BB+', and revised the outlook to stable from positive. At the same time, S&P raised its issue-level rating on GM's unsecured debt to 'BBB-' from 'BB+' and simultaneously withdrew its '4' recovery rating on that debt, because S&P do not assign recovery ratings to the issues of investment-grade companies. On Oct. 21, 2014, the TCR reported that Fitch Ratings has assigned a rating of 'BB+' to GM's amended unsecured credit facilities. Fitch currently rates GM's Issuer Default Rating (IDR) 'BB+'. The Rating Outlook is Positive. Fitch has also affirmed and withdrawn the 'BB+' IDR of GM's General Motors Holdings LLC (GM Holdings) subsidiary, as there is no longer any rated debt at the subsidiary, and Fitch does not expect the subsidiary to be an active issuer going forward. Fitch has also withdrawn GM Holdings' unsecured credit facility rating of 'BB+' as the subsidiary is no longer a borrower on the facilities. The TCR, on Nov. 6, 2014, reported that Fitch Ratings has assigned a rating of 'BB+' to GM's proposed issuance of senior unsecured notes. The existing Issuer Default Rating (IDR) for GM is 'BB+' and the Rating Outlook is Positive. GENERAL MOTORS: Recalls 361,357 Vehicles for Headlight Issue ------------------------------------------------------------ Jeff Bennett, writing for The Wall Street Journal, reported that General Motors Co. is recalling more than 316,350 sport-utility vehicles and a handful of other car models in North America, marking the 79th recall action the auto maker has taken this year. According to the report, the auto maker found that an intermittent or permanent power loss of low-beam headlamps exists in its Buick LaCrosse sedans along with its Chevrolet, GMC, Saab and Isuzu midsize SUVs. The company has now recalled more than 30.4 million vehicles in this year alone, the Journal said. About General Motors General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. * * * The Troubled Company Reporter, on Sep. 29, 2014, reported that Standard & Poor's Ratings Services raised its corporate credit rating on U.S. automaker General Motors Co. (GM) to 'BBB-' from 'BB+', and revised the outlook to stable from positive. At the same time, S&P raised its issue-level rating on GM's unsecured debt to 'BBB-' from 'BB+' and simultaneously withdrew its '4' recovery rating on that debt, because S&P do not assign recovery ratings to the issues of investment-grade companies. On Oct. 21, 2014, the TCR reported that Fitch Ratings has assigned a rating of 'BB+' to GM's amended unsecured credit facilities. Fitch currently rates GM's Issuer Default Rating (IDR) 'BB+'. The Rating Outlook is Positive. Fitch has also affirmed and withdrawn the 'BB+' IDR of GM's General Motors Holdings LLC (GM Holdings) subsidiary, as there is no longer any rated debt at the subsidiary, and Fitch does not expect the subsidiary to be an active issuer going forward. Fitch has also withdrawn GM Holdings' unsecured credit facility rating of 'BB+' as the subsidiary is no longer a borrower on the facilities. The TCR, on Nov. 6, 2014, reported that Fitch Ratings has assigned a rating of 'BB+' to GM's proposed issuance of senior unsecured notes. The existing Issuer Default Rating (IDR) for GM is 'BB+' and the Rating Outlook is Positive. GIRA POLLI: Court Allowed $149,580 in Reduced Fees for Counsel -------------------------------------------------------------- Judge Dennis Montali of the United States Bankruptcy Court for the Northern District of California entered a memorandum decision on application for allowance of compensation of the counsel in the bankruptcy case of Gira Polli of Mill Valley. Judge Montali ruled that the net to be allowed and paid to Cory Birnberg, Esq., at Birnberg & Associates in San Francisco, California -- birnberg@birnberg.com -- is $149,580. On May 21, 2012, Gira Polli of Mill Valley, LP filed its Chapter 11 case, represented by Mr. Birnberg. On May 25, 2012, the Debtor filed its application to employ counsel, stating that Counsel had "never been employed by Debtor and Debtor has only consulted with the law firm for bankruptcy." Judge Montali noted that the Counsel did not disclose that it was owed any fees for prepetition work. Following confirmation of the Debtor's modified chapter 11 plan on August 4, 2014, the Counsel filed its first and final application for compensation seeking approval of fees for $253,561 and costs for $4,919. The Counsel's fees included $45,300 for pre- bankruptcy work that "began almost 9 months before the filing." Tracy Hope Davis, the United States Trustee for Region 17, objected to the Counsel's fee application on several grounds, one of which is pertinent to the issue addressed in this memorandum decision: that Counsel was a prepetition creditor ineligible for employment under Section 327(a) of the Bankruptcy Code and, thus, not entitled to compensation. The order approving Counsel's employment was entered in error because the Court was not provided all relevant information pertaining to potential disqualifying conditions, specifically that the Counsel was owed money for services rendered prepetition, Judge Montali said. He opined that if the Counsel's unpaid prepetition fees had been disclosed, the Court would have returned as defective (or "bounced") the proposed order and informed the Counsel that it would have to waive the fees or not be employed. Since the Court could deny all fees sought, Judge Montali said he tempers the Court's discretion and reduced the fees in an amount that is appropriate under the circumstances of this case. All other objections to the fees are overruled. The case is In re Gira Polli of Mill Valley, a Limited Partnership, Case No. 12-31524-DM, in the U.S. Bankruptcy Court for the Northern District of California (San Francisco). A full-text copy of the Memorandum Decision dated November 19, 2014, is available at http://bit.ly/1zcnl1ifrom Leagle.com. Gira Polli of Mill Valley, LP, owns an Italian restaurant known as Gira Polli located in Mill Valley, California. GLENTEL INC: S&P Puts 'B+' CCR on CreditWatch Positive ------------------------------------------------------ Standard & Poor's Ratings Services said it placed its 'B+' long- term corporate credit rating on Burnaby, B.C.-based, multi-carrier mobile products distributor Glentel Inc. on CreditWatch with positive implications. "The CreditWatch placement follows BCE Inc.'s announcement that it has entered into a definitive agreement to acquire Glentel for approximately C$594 million," said Standard & Poor's credit analyst Madhav Hari. Including debt and minority interest of C$78 million, the offer values Glentel at C$670 million, or about 11x estimated 2014 EBITDA. The transaction will consist of a combination of 50% cash and 50% in BCE common shares. BCE will fund the cash component with available liquidity and expects to issue approximately 5.6 million BCE common shares to fund the equity component. The deal is subject to both Glentel shareholder and Competition Bureau approval. The transaction is subject to 66 2/3% shareholder approval and the break fee is $33.6 million, although the Skidmore family (37% ownership) has entered into agreements with BCE to support the transaction. BCE is required to pay C$34 million if the deal is not approved by the Competition Bureau, or receive this if a superior offer is made and not matched by BCE. S&P estimates a possible close by the end of the first quarter of 2015. S&P expects to resolve the CreditWatch placement if and when the proposed transaction goes through. At that time, S&P will likely rate Glentel on a consolidated basis with the higher-rated BCE given S&P's expectation that BCE will integrate Glentel's distribution network in Canada with its nationwide telecom operations. GREAT LAKES: Bid Deadline Slated for January 7, 2015 ---------------------------------------------------- KPMG Inc, the court-appointed receiver of Great Lakes Inc. et al., invites written proposals for the purchase of the receiver's right, title and interest, if any, in the business operations, undertaking and assets of the companies. The assets offered for sale are: -- real estate and buildings; -- manufacturing operations, inventory and equipment; -- all others assets (e.g. goodwill, accounts, receivable, choses in action, assumed contract, etc.) All proposals must be sealed and received in writing by: KPMG Inc. Suite 4600, 333 Bay Street Toronto, Ontario MSH 2S5 no later than 10:00 a.m. (EST) on Jan. 7, 2015. Interested parties are advised that the receiver's sale process in respect of the companies' assets include a stalking horse bid, which is available at http://is.gd/wjRKXx All proposals must be accompanied by a refundable deposit of at least 10% of the purchase price offered and conform to the terms and conditions set out by the receiver. To obtain further details, contact either: Mr. George Bourikas Tel: (416) 777-8887 E-mail: gbourikas@kpmg.ca - or - Mr. Robyn Duwyn Tel: (905) 523-2248 E-mail: rduwyn@kpmg.ca GREAT NORTHERN PAPER: Judge Approves Compromise ----------------------------------------------- Portland Press Herald reported that U.S. Bankruptcy Judge Louis H. Kornreich in Bangor, Maine, has approved a compromise between bankrupt Great Northern Paper and its creditors that sets aside a portion of the expected receipts from the sale of the East Millinocket mill for dozens of unsecured creditors. According to the report, Judge Kornreich allowed the sale of Great Northern Paper's to go ahead. A "carve out" from the proceeds of the sale will provide funds to the company's unsecured creditors, which collectively are owed $22.6 million, including many businesses in the Katahdin region that were never paid for goods and services, the report related. About Great Northern Paper Headquartered in Millinocket, Maine, Great Northern Paper, Inc., one of the largest producers of groundwood specialty papers in North America, filed for chapter 11 protection on January 9, 2003 (Bankr. Maine, Case No. 03-10048). Alex M. Rodolakis, Esq., and Harold B. Murphy, Esq., at Hanify & King, P.C., represented the Debtor. When the Company filed for chapter 11 protection, it listed debts and assets of more than $100 million each. In early 2003, Belgravia purchased substantially all of the Debtor's assets for approximately $75 million. The Maine Bankruptcy Court converted the Debtor's case to a chapter 7 liquidation proceeding on May 22, 2003. Gary M. Growe was the chapter 7 Trustee for the Debtor's estate. Jeffrey T. Piampiano, Esq., at Drummond Woodsum & MacMahon represented the chapter 7 Trustee. GNP Maine Holdings LLC, dba Great Northern Paper Company, filed a voluntary petition for Chapter 7 bankruptcy on Sept. 22 (Bankr. D. Del. Case No. 14-12179) in Wilmington, Delaware. The next day, three of Great Northern's trade creditors filed an involuntary Chapter 7 petition (Bankr. D. Maine Case No. 14-10756). GRETTER AUTOLAND: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Gretter Autoland, Inc. 14-02831 201 Airport Rd. Washington, IA 52353 Gretter Ford Mercury, Inc. 14-02832 201 Airport Rd. Washington, IA 52353 Gretter Chevrolet Company 14-02833 201 Airport Rd. Washington, IA 52353 Chapter 11 Petition Date: December 1, 2014 Court: United States Bankruptcy Court Southern District of Iowa (Des Moines) Debtors' Counsel: Bradley R Kruse, Esq. BROWN WINICK GRAVES GROSS BASKERVILLE & SCHOENEBAUM PLC 666 Grand Ave, Ste 2000 Des Moines, IA 50309-2510 Tel: (515) 242-2460 Fax: (515) 323-8560 E-mail: brk@brownwinick.com Estimated Estimated Assets Liabilities ---------- ----------- Gretter Autoland $1MM-$10MM $1MM-10MM Gretter Ford Mercury $100K-$500K $1MM-$10MM Gretter Chevrolet $100K-$500K $1MM-$10MM The petitions were signed by Thomas D. Gretter, president. A list of Gretter Autoland's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/iasb14-02831.pdf A list of Gretter Ford Mercury's 14 largest unsecured creditors is available for free at http://bankrupt.com/misc/iasb14-02832.pdf A list of Gretter Chevrolet's 14 largest unsecured creditors is available for free at http://bankrupt.com/misc/iasb14-02833.pdf GRIDWAY ENERGY: Gets Approval of Settlement with Lender Vantage --------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Glacial Energy Holdings got approval of a settlement under which lender Vantage Commodities Financial Services I LLC will fund an orderly wind-down. According to the report, under the settlement, Vantage is releasing some of its collateral for specific uses and agreeing to fund specified amounts to resolve disputes with the company. About $4.1 million in funding from Vantage will be used to pay pre-default expenses, cover professional fees, pay incentive bonuses to several executives, and allow for an orderly wind- down, the report related. About Gridway Energy Gridway Energy Holdings, Inc., and its affiliates, including Glacial Energy Holdings -- providers of electricity and natural gas in markets that have been restructured to permit retail competition -- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10833) on April 10, 2014. The Debtors have 200,000 electric residential customers and 55,000 gash residential customers across the U.S. A large portion of the customers' energy consumption and revenue is generated in the northeast U.S., Ohio, Illinois and Texas (collectively accounting for 80% of revenue), with the remaining portion coming from California and other states. The Debtors blamed the bankruptcy due to lower revenue brought by increased market competition, which caused the Debtors to default on certain of their obligations. Gridway defaulted on $60 million of debt. Prepetition, the Debtors negotiated a stock purchase transaction with an interested buyer. But in March 2014, the purchaser withdrew from the transaction because of the large amount of debt that the purchaser would become liable through a stock transaction. The Debtors are represented by Michael R. Nestor, Esq., Joseph M. Barry, Esq., and Donald J. Bowman, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP; and Alan M. Noskow, Esq., and Mark A. Salzberg, Esq., at Patton Boggs LLP. They employed Omni Management Group, LLC, as claims and notice agent. Gridway Energy estimated assets of $500 million to $1 billion and debt of more than $1 billion. The Creditors' Committee is represented by Sharon Levine, Esq., and Philip J. Gross, Esq., at Lowenstein Sandler LLP; and Frederick B. Rosner, Esq., and Julia B. Klein, Esq., at The Rosner Law Group LLC. Vantage is represented in the case by Ingrid Bagby, Esq., David E. Kronenberg, Esq., Kenneth Irvin, Esq., and Karen Dewis, Esq., at Cadwalader, Wickersham & Taft LLP, and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A. GROUP HEALTH: S&P Raises Counterparty Credit Rating From 'BB+' -------------------------------------------------------------- Standard & Poor's Ratings Services raised its long-term counterparty credit and financial strength ratings on Group Health Cooperative and its core operating subsidiaries to 'BBB-' from 'BB+'. The outlook on the group is positive. The upgrade primarily reflects the company's continued improvement in operating performance, as exhibited through third-quarter 2014 generally accepted accounting principles (GAAP) operating income of $117.2 million, translating to a return on revenue (ROR) of 4.2%. This is primarily driven by continued improvement in Group Health's care-management expense synergies and profitable growth in some membership lines of business. Group Health's continued earnings momentum improved EBITDA fixed-charge coverage to 10.8x as of third-quarter 2014 from 10.0x as of year-end 2013. "The positive outlook indicates that we are likely to raise the ratings an additional notch during the next 12 to 24 months. This would be based on sustained improvement in the company's operating performance, capitalization, and fixed-charge coverage. This improvement would be driven by stability in the company's out-of- network utilization, profitable growth in membership, and continued top-line growth resulting in statutory capital accretion. We expect Group Health to report adjusted GAAP EBIT in excess of $100 million in 2014 and 2015, with further top-line growth through 2016, which would translate into a ROR of more than 3%, with capitalization remaining redundant at our 'AA' ratings confidence level. We also expect fixed-charge coverage to remain strong at more than 9.0x, with financial leverage (including leases and unfunded post-retirement liabilities) less than 35%," S&P said. S&P could affirm the current ratings if the company's adjusted EBIT were to decrease to less than $85 million, resulting in a sustained ROR between 1.5% and 2.0%. This would result from increases in utilization or use of out-of-network providers. S&P could also affirm the ratings if capitalization were to decrease to less than its 'AA' ratings confidence level, or if financial leverage were to increase to more than 35% with fixed-charge coverage of less than 5.0x. GROVE PLAZA: Case Summary & 7 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Grove Plaza D, L.L.C. 500 Northpoint Parkway, Suite 300 West Palm Beach, FL 33407 Case No.: 14-36317 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 1, 2014 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Hon. Erik P. Kimball Debtor's Counsel: Nathan G Mancuso, Esq. MANCUSO LAW, P.A. 7777 Glades Rd # 100 Boca Raton, FL 33434 Tel: (561) 245-4705 E-mail: ngm@mancuso-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mr. Dale Goldstein, manager. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb14-36317.pdf HANSEN MEDICAL: Incurs $15.6-Mil. Net Loss for Q3 ------------------------------------------------- Hansen Medical, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $15.6 million on $3.88 million of total revenues for the three months ended Sept. 30, 2014, compared to a net loss of $13.2 million on $5.07 million of total revenues for the same period during the prior year. The Company's balance sheet at Sept. 30, 2014, showed $63.7 million in total assets, $44.7 million in total liabilities and total stockholders' equity of $18.9 million. As of Sept. 30, 2014, the Company's cash, cash equivalents, short- term investments and restricted cash balances were $41.5 million. The Company incurred a net loss of $42.3 million and negative cash flows from operations of $32.6 million for the nine months ended Sept. 30, 2014. In addition, the Company is also subject to minimum liquidity requirements under its existing borrowing arrangements with White Oak Global Advisors, LLC which require the Company to maintain $15.0 million in liquidity at all times, consisting of at least $13.0 million in cash, cash equivalents and investments, of which $5.0 million is required to be restricted subject to lenders' control, and $2.0 million in accounts receivable. Based on the Company's current operating projections, the Company does not have sufficient liquidity to meet its anticipated cash requirements through the next twelve months. These factors raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: http://is.gd/mtC1f7 Hansen Medical develops, manufactures and markets a new generation of medical robotics designed for accurate positioning, manipulation and stable control of catheters and catheter-based technologies. HARVEST OPERATIONS: S&P Cuts CCR to 'B' on Weak Fin. Risk Profile ----------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its long-term corporate credit rating on Calgary, Alta.-based exploration and production company Harvest Operations Corp. (HOC) to 'B' from 'B+'. The outlook is stable. Standard & Poor's also lowered its debt rating on the company's senior unsecured debt to 'B+' from 'BB-'. The recovery rating on the senior unsecured debt is unchanged at '2'. Standard & Poor's also affirmed its 'A+' rating on Harvest's guaranteed senior unsecured debt issue. The 'A+' debt issue rating reflects the full and irrevocable guarantee provided by Harvest's parent company, Korea National Oil Corp. "Our decision to downgrade Harvest reflects our view of the company's weakened financial risk profile, which we do not believe will strengthen during our 2015-2016 rating forecast period," said Standard & Poor's credit analyst Michelle Dathorne. "Based on the company's full-cycle cost structure, Harvest has not been able to generate sufficient cash flow to internally fund its exploration and development spending. Under our current hydrocarbon price assumptions, we estimate the company will continue to generate negative free operating cash flow, even if it limits its spending to maintenance levels. As a result, we believe the company's financial risk profile will remain consistent with the 'B' credit rating throughout our rating forecast period," Ms. Dathorne added. In S&P's opinion, HOC's "vulnerable" business risk profile reflects its weakened operating efficiency, due to the recent increase in the company's full-cycle costs, and below-average profitability metrics. S&P views HOC's financial risk profile as "highly leveraged," reflecting its forecast negative free operating cash flow and weakened cash flow adequacy and leverage metrics. The stable outlook on Harvest reflects S&P's view that the company's business and financial risk profiles, although weakened from S&P's previous assessments, should remain unchanged during its 2015 rating outlook period. Based on S&P's forecast of the company's spending during the 2015-2016 forecast period, it expects its cash flow adequacy and leverage metrics, specifically its three-year weighted average debt to EBITDA, will remain at about 7x, which is consistent with a highly leveraged financial risk profile. Given the anticipated capital spending during S&P's cash flow forecast period, it do not expect HOC's business risk profile will either strengthen or deteriorate. S&P would lower the rating, if HOC's business risk profile deteriorated as a result of continued asset dispositions, such that it materially weakened the scale, scope, and diversity of the company's upstream operations. A negative rating action could also occur, if the company's liquidity position deteriorated from S&P's current assessment. Although S&P does not believe a positive rating action is likely during 2015 and 2016, it could raise the rating, if HOC's financial risk profile strengthened materially relative to S&P's current forecasts. Specifically, if the company's fully adjusted weighted average debt to EBITDA fell below 4.0x on a sustained basis, and funds from operations to debt increased and was expected to remain above 20%, its financial risk profile would strengthen sufficiently to support a 'B+' credit rating, assuming all other factors supporting its credit profile remain unchanged. A positive rating action could also occur if HOC's operating efficiency and overall profitability profile strengthens. IRISH BANK: Gets Thumbs-Up For Sale Of Blackrock Clinic Loans ------------------------------------------------------------- Law360 reported that a Delaware bankruptcy judge gave Irish Bank Resolution Corp. the nod to sell loans secured by equity in Ireland's Blackrock Clinic to a company owned by beef mogul Larry Goodman, rejecting opposition from a hospital shareholder and saying the evidence the sale was fair was "overwhelming." According to the report, U.S. Bankruptcy Judge Christopher S. Sontchi allowed IBRC to remarket the loans after that top bid evaporated. Judge Sontchi also overruled objections to the sale, including from Dr. Joseph Sheehan, a Blackrock Clinic shareholder and unsuccessful bidder for the loans who had won an earlier auction for them in the spring with a EUR24 million ($29.7 million) offer but failed to close when he lost financial backing. As previously reported by The Troubled Company Reporter, citing Law360, reported that Dr. Sheehan urged the bankruptcy court to hold an open auction to IBRC's "secretive" sale process of loans secured by equity in the hospital, and questioned the proposed purchaser's relationship with the accounting firm where the special liquidators are partners. About Irish Bank Resolution Irish Bank Resolution Corp., the liquidation vehicle for what was once one of Ireland's largest banks, filed a Chapter 15 petition (Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect U.S. assets of the former Anglo Irish Bank Corp. from being seized by creditors. Irish Bank Resolution sought assistance from the U.S. court in liquidating Anglo Irish Bank Corp. and Irish Nationwide Building Society. The two banks failed and were merged into IBRC in July 2011. IBRC is tasked with winding them down and liquidating their assets. In February, when Irish lawmakers adopted the Irish Bank Resolution Corp., IBRC was placed into a special liquidation in the Irish High Court to complete liquidation and distribution of the two banks' assets. IBRC's principal asset as of June 2012 was a loan portfolio valued at some EUR25 billion (US$33.5 billion). About 70 percent of the loans were to Irish borrowers. Some 5 percent of the portfolio was under U.S. law, according to a court filing. Total liabilities in June 2012 were about EUR50 billion, according to a court filing. Most assets in the U.S. have been sold already. IBRC is involved in lawsuits in the U.S. IBRC was granted protection under Chapter 15 of the U.S. Bankruptcy Code in December 2013. Kieran Wallace and Eamonn Richardson of KPMG have been named the special liquidators. JR PRODUCE INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: JR Produce, Inc. 11410 Cedar Oak Dr. El Paso, TX 79936 Case No.: 14-31947 Chapter 11 Petition Date: December 1, 2014 Court: United States Bankruptcy Court Western District of Texas (El Paso) Judge: Hon. Christopher Mott Debtor's Counsel: Aldo R Lopez, Esq. JAMES & HAUGHLAND, P.C. 609 Montana Ave. El Paso, TX 79902 Tel: 915-532-3911 Fax: 915-541-6440 E-mail: alopez@jghpc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Oscar Gonzalez, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txwb14-31947.pdf KEY ENERGY: Moody's Cuts CFR to B1 & Changes Outlook to Negative ---------------------------------------------------------------- Moody's Investors Service downgraded Key Energy Services, Inc.'s Corporate Family Rating (CFR) to B1, senior unsecured notes rating to B2, and lowered its Speculative Grade Liquidity Rating to SGL- 3. The outlook was changed to negative. "The downgrade reflects weak earnings prospects of Key Energy in 2015 leading to significantly higher leverage, substantial legal expenses related to Foreign Corrupt Practices Act (FCPA) investigations that Moody's expects to continue at least through mid 2015, and diminished liquidity," said Sajjad Alam, Moody's Assistant Vice President. "The negative outlook reflects the uncertainty around the resolution of the FCPA allegations and the company's ability to maintain sufficient headroom under its credit agreement financial covenants." Issuer: Key Energy Services, Inc. Downgrades: Corporate Family Rating, Downgraded to B1 from Ba3 Probability of Default Rating, Downgraded to B1-PD from Ba3-PD US$675 Million 6.75% Senior Unsecured Notes, Downgraded to B2 (LGD4) from B1 (LGD4) Speculative Grade Liquidity Rating, Lowered to SGL-3 from SGL-2 Outlook Actions: Change to Negative from Stable Ratings Rationale Key Energy's earnings have fallen sharply in 2014 relative to historical levels. As of September 30, 2014, the company's trailing twelve month adjusted EBITDA was $180 million compared to $279 million in 2013 and $445 million in 2012. Consequently, leverage metrics have deteriorated sharply and now are more comparable to Caa rated oilfield services (OFS) companies. The company's adjusted debt to EBITDA ratio of 4.8x is considered very high given the highly volatile nature of the OFS sector. Leverage will increase to well over 5x in 2015 as revenue growth seems improbable and FCPA related charges continue to weigh on earnings. While the company's domestic well servicing and fishing and rental businesses are still generating adequate returns, the coiled tubing, fluids logistics and Mexico operations are facing challenges. If global oil prices remain under pressure over a protracted period, Key Energy could see further degradation in credit metrics. The SGL-3 Speculative Grade Liquidity Rating reflects Moody's view that Key Energy will have to obtain an amendment from its bank group to allow more covenant headroom and ongoing access to its revolving credit facility. While the company was in compliance with all three of its financial covenants at September 30, 2014, it had very limited headroom for prospective compliance under the interest coverage covenant (minimum 3x) and the debt to capitalization covenant (maximum 45%).Given the company's substantial asset base and limited balance on the revolver ($80 million drawn at September 30, 2014), the company should be able get the necessary amendments from its lenders. The $550 million revolving credit facility had $162 million of availability (based on the debt to capitalization covenant constraints) as of September 30, 2014, and it matures on March 31, 2016. The structurally superior position of the $550 million senior secured credit facility relative to the company's unsecured senior notes causes the notes to be rated one-notch below the B1 CFR. Key Energy's B1 CFR reflects its moderate scale, diversified well- site service offerings and customer base. Key Energy provides a diversified and technologically advanced suite of services predominately to upstream Exploration and Production (E&P) companies. Notwithstanding its significant concentration in the US onshore market, it has a wider geographic reach compared to smaller, regional competitors and continues efforts to diversify across international markets. The rating is restrained by Key Energy's exposure to the highly cyclical drilling and services activity tied to fluctuations on oil and natural gas prices, high leverage metrics driven by weaker margins due to activity disruptions and ongoing equipment mobilization expenses within its international businesses, and diminshed liquidity. The outlook could change to stable when the FCPA issues are resolved, the company achieves more meaningful covenant cushion and the revolver maturity has been extended. The rating could be downgraded if covenant challenges continue to linger or if FCPA costs increase significantly or continue beyond mid-2015. Given Moody's negative outlook on the OFS industry and Key Energy's weak EBITDA prospects for the next twelve months, Moody's don't anticipate an upgrade in 2015. The principal methodology used in this rating was the Global Oilfield Services Rating Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Key Energy Services is a Houston, Texas-based oilfield service company with operations in most major operating basins in the continental US as well as in Mexico, South America, the Middle East, Russia, and Canada. LAFAYETTE YARD: Chapter 11 Case Closed Nov. 21 ---------------------------------------------- U.S. Bankruptcy Judge Michael B. Kaplan has ordered that the Chapter 11 case of Lafayette Yard Community Development Corporation is closed effective on Nov. 21, 2014. The Bankruptcy Court earlier entered an order dated April 10, 2014, approving the Disclosure Statement dated Feb. 26, 2014, and confirming Lafayette Yard Community Development Corporation's First Amended Chapter 11 Plan of Liquidation. The Amended Disclosure Statement provides for, among other things, the change from Plan of Reorganization to Plan of Liquidation. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/LafayetteYard_AmendedDS.pdf About Lafayette Yard Lafayette Yard Community Development Corporation, owner of the Lafayette Yard Hotel & Conference Center, previously called the Trenton Marriott, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 13-30752) on Sept. 23, 2013. The hotel went into bankruptcy when the city of Trenton and the state declined to continue covering losses. The 197-room hotel opened in 2002 and needs renovation, according to court papers. Situated on 3.7 acres, it's owned by not-for- profit Lafayette Yard Community Development Corp. There is $29.9 million in long-term debt, including $14.4 million in tax-exempt bonds. The Debtor is represented by Gregory G. Johnson, Esq., at Wong Fleming, Attorneys At Law, in Princeton, New Jersey; and Robert L. Rattet, Esq., Dawn Kirby, Esq., and Julie Cvek Curley, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, in White Plains, New York. Lafayette Yard Development Corporation $432,633 in assets and $33,583,834 in liabilities as of the Chapter 11 filing. The Bankruptcy Court entered an order dated April 10, 2014, approving the Disclosure Statement dated Feb. 26, 2014, and confirming Lafayette Yard Community Development Corporation's First Amended Chapter 11 Plan of Liquidation. The Amended Disclosure Statement provides for, among other things, the change from Plan of Reorganization to Plan of Liquidation. The U.S. Trustee has selected three creditors to serve on the Official Committee of Unsecured Creditors. LEON HALL: Application to Employ Eron Law as Counsel Granted ------------------------------------------------------------ Judge Dale L. Somers of the United States Bankruptcy Court for the District of Kansas granted Leon Hall's application for engagement of counsel with modifications. On July 8, 2014, one day following the filing of the petition in the Chapter 11 case, debtor Leon Hall filed his Application by Debtor for the Engagement of Counsel. Mr. Hall sought approval of the employment of Eron Law, P.A., under Section 327 of the U.S. Bankruptcy Code, effective November 1, 2013, on a contingency fee basis under Section 328(a), or alternatively at the rate of $450 per hour. Leo Hall, a creditor and father of the Debtor, and the United States Trustee filed objections. An evidentiary hearing was held on October 22, 2014. The Debtor, the United States Trustee and Creditor Leo Hall appeared in person or through their counsel. The U.S. Trustee argued in its objection that Eron Law is not disinterested, as required for appointment under Section 327, because it has a claim for approximately 140 hours of prepetition services, and that the cure is for Eron Law to become disinterested by waiver of its claim. The United States Trustee also opposed approval of a contingency based fee and suggested that if the Court approves the employment of Eron Law, it should be at the firm's customary hourly rate, with the total fee being subject to review under the reasonableness standard of Section 330. In his brief, Leo Hall argues that Eron Law should be compensated on an hourly basis normally charged by Chapter 11 counsel in Wichita, Kansas, where Eron Law's office is located. The case is In re: Leon Francis Hall, Case No. 14-21588, in the United States Bankruptcy Court for the District of Kansas. A full-text copy of the November 19, 2014 Memorandum Opinion and Order is available at http://bit.ly/12hHSHPfrom Leagle.com. Leon Hall is a farmer. Until recently, when he became estranged from his father, the Debtor farmed with his father, Leo Hall. Currently the Debtor is employed part time helping out the farmer who is leasing the Debtor's farmland. LONGVIEW POWER: Gets Wins on 3 Bankruptcy Appeals ------------------------------------------------- Law360 reported that a Delaware federal judge handed Longview Power LLC a trio of victories, affirming the bankruptcy court's related decisions to approve a settlement reducing $360 million in mechanic's liens, to stay a California lawsuit over $800 million in insurance, and to keep that fight within the Chapter 11 case. According to the report, the decisions came from U.S. District Judge Leonard P. Stark during oral arguments on the appeals in the coal plant operator's bankruptcy, and unless taken to the Third Circuit, the bankruptcy court's connected rulings will stand. About Longview Power LLC Longview Power LLC is a special purpose entity created to construct, own, and operate a 695 MW supercritical pulverized coal-fired power plant located in Maidsville, West Virginia, just south of the Pennsylvania border and approximately 70 miles south of Pittsburgh. The project is owned 92% by First Reserve Corporation (First Reserve or sponsor), a private equity firm specializing in energy industry investments, through its affiliate GenPower Holdings (Delaware), L.P., and 8% by minority interests. Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case 13-12211) on Aug. 30, 2013. The petitions were signed by Jeffery L. Keffer, the Company's chief executive officer, president, treasurer and secretary. The Debtor estimated assets and debts of more than $1 billion. Judge Brendan Linehan Shannon presides over the case. Kirkland & Ellis LLP and Richards, Layton & Finger, P.A., serve as the Debtors' counsel. Lazard Freres & Company LLC acts as the Debtors' investment bankers. Alvarez & Marsal North America, LLC, is the Debtors' restructuring advisors. Ernst & Young serves as the Debtors' accountants. The Debtors' claims agent is Donlin, Recano & Co. Inc. The Debtor disclosed assets of $1,717,906,595 plus undisclosed amounts and liabilities of $1,075,748,155 plus undisclosed amounts. Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as of Sept. 11, 2013, a committee of unsecured creditors has not been appointed in the case due to insufficient response to the U.S. Trustee's communication/contact for service on the committee. MF GLOBAL: Execs Seek to Tap $7.5M More in E&O Coverage ------------------------------------------------------- Law360 reported that executives of bankrupt MF Global Inc. asked a New York bankruptcy judge to give them access to an additional $7.5 million worth of errors and omissions insurance coverage for legal bills from lawsuits connected to their involvement in the company's downfall. According to the report, the individual insureds of the company -- including former New Jersey Gov. Jon Corzine, who was the company's CEO -- were granted access to $200 million in directors and officers coverage in September. About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. In April 2013, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MOMENTIVE PERFORMANCE: Creditors Slam Mootness Claims In Appeal --------------------------------------------------------------- Law360 reported that senior and subordinated creditors of private- equity backed Momentive Performance Materials Inc. urged a New York bankruptcy judge not to deem their appeals from Momentive's Chapter 11 plan equitably moot, arguing that sustaining their claims would not unravel the company's reorganization. According to the report, in a brief filed in federal bankruptcy court in New York, attorneys for senior noteholders said the doctrine of equitable mootness was meant to protect "innocent third parties from the consequences of unwinding transactions on which they relied." 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. Momentive Performance Materials Inc. and its debtor-affiliates notified the U.S. Bankruptcy Court for the Southern District of New York that their joint Chapter 11 plan of reorganization became effective as of Oct. 24, 2014, at 4:00 p.m. (prevailing Eastern Time). The Court confirmed their joint plan on Sept. 11, 2014. MONTREAL MAIN: Trustee Casts Wide Net for Cos. to Pay Victims ------------------------------------------------------------- Judy Harrison, writing for Bangor Daily News, reported that the bankruptcy trustee in the Montreal, Maine, and Atlantic Railway case is casting a wide net in an effort to reach into deep corporate pockets to create a fund to compensate victims and help pay the enormous costs related to the Lac-Megantic rail disaster in Quebec last year. According to the report, in September, Robert Keach of Portland asked a federal bankruptcy judge to order nine international companies to turn over all documents that discuss the sale of crude oil obtained from the Bakken Foundation in North Dakota, then, shipped by truck and rail into and across Canada. U.S. Bankruptcy Judge Louis Kornreich has approved the motion, compelling ConocoPhillips, Shell Trading U.S. Co., Arrow Midstream Holdings LLC, Enersrco Energy LLC, InCorr Energy Group LLC, Marathon Oil Corp., Oasis Petroleum Inc. and QEP Resources Inc. to turn documents over to the trustee, the report related. About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., the railway company that operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec, sought bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., has been named as chapter 11 trustee. His firm serves as his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq., and D. Sam Anderson, Esq. Development Specialists, Inc., serves as the Chapter 11 trustee's financial advisor. Gordian Group, LLC, serves as the Chapter 11 Trustee's investment banker. U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the U.S. case. The Maine law firm of Verrill Dana served as counsel to MM&A. It now serves as counsel to the Chapter 11 Trustee. Justice Martin Castonguay oversees the case in Canada. The Canadian Transportation Agency suspended the carrier's operating certificate after the accident, due to insufficient liability coverage. The town of Lac-Megantic, Quebec, has sought financial aid to restore the gutted community and a civil complaint alleges a failure to take steps to prevent a derailment. In the Canadian case, Andrew Adessky at Richter Consulting has been appointed CCAA monitor. The CCAA Monitor is represented by Sylvain Vauclair at Woods LLP. MM&A Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP. The U.S. Trustee appointed a four-member official committee of derailment victims. The Official Committee is represented by: Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins, Esq., at Paul Hastings LLP. There's also an unofficial committee of wrongful death claimants consisting of representatives of the estates of the 46 victims. This group is represented by George W. Kurr, Jr., Esq., at Gross, Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C. Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at Weller, Green Toups & Terrell LLP. After the U.S. Trustee formed the Official Committee, the ad hoc committee filed papers asking the U.S. Court to have the official committee disbanded. The ad hoc group said it represents 46 victims of the disaster. On Jan. 23, 2014, the Debtors won authorization to sell substantially all of their assets to Railroad Acquisition Holdings LLC, an affiliate of New York-based Fortress Investment Group, for $15.7 million. The Bankruptcy Courts in the U.S. and Canada approved the sale. The Fortress unit is represented by Terence M. Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP. On Jan. 29, 2014, an ad hoc group of wrongful-death claimants submitted a plan, which would give 75% of the $25 million in available insurance to the families of those who died after an unattended train derailed in Lac-Megantic, Quebec, in July. The other 25% would be earmarked for claimants seeking compensation for property that was damaged when much of the town burned. Former U.S. Senator George Mitchell, a Democrat who represented Maine in the U.S. Senate from 1980 to 1995 and who is now chairman emeritus of law firm DLA Piper LLP, would administer the plan and lead the effort to wrap up MM&A's Chapter 11 bankruptcy. As reported by the Troubled Company Reporter on April 3, 2014, Judge Kornreich ruled that the unofficial committee of wrongful death claimants and its counsel have failed to comply with Rule 2019 of the Federal Rules of Bankruptcy Procedure, and as a result of that failure, the Unofficial Committee and its counsel will not be heard on any pending matter in the case. As reported by the TCR on April 11, 2014, Judge Kornreich rejected the disclosure statement for the Plan filed by the ad hoc group of wrongful-death claimants, holding that the Plan is flawed and unconfirmable. NAARTJIE CUSTOM: Finds a Buyer for South African Stores ------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Naartjie Custom Kids Inc., a designer of children's clothing, accessories, and footwear, found a buyer willing to pay $2.7 million for intellectual property and stores in South Africa. According to the report, Naartjie will pursue court approval to sell the South African stores as a going concern to Truworths Ltd., along with intellectual property and its e-commerce business. About Naartjie Custom Kids Naartjie Custom Kids, Inc., which designs, manufactures and sells children's clothing, accessories and footwear for ages newborn through 10 years old, sought protection under Chapter 11 of the Bankruptcy Code on Sept. 12, 2014 (Bankr. D. Utah Case No. 14- 29666). The case is assigned to Judge William T. Thurman. The Debtor's counsel is Annette W. Jarvis, Esq., Jeffrey M. Armington, Esq., Benjamin J. Kotter, Esq., and Michael F. Thomson, Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah. The Official Committee of Unsecured Creditors is represented by Pachulski Stang Ziehl & Jones LLP as its counsel. Ray Quinney & Nebeker P.C. serves as local counsel. FTI Consulting, Inc. serves as its financial advisor. NATIONAL HERITAGE: Judgment in Favor of Mancillases Reversed ------------------------------------------------------------ The Court of Appeals of Texas, Thirteenth District, Corpus Christi and Edinburg, reversed the trial court's order granting the Mancillases' motion for summary judgment in the appellate case styled American General Life Insurance Company v. Juan J. Mancillas, M.D., et al., Case No. 13-13-00234-CV. The Court of Appeals also rendered judgment that because no contract arose from the August 18, 2008 offer, American General is entitled to summary judgment. American General appeals the trial court's summary judgment in favor of appellees Juan J. Mancillas, M.D. and Sylvia Mancillas, individually, and as next friends of Carlo Landa Mancillas and Omar Landa Mancillas. The case is the last in a series of four lawsuits filed by the Mancillases against American General. In 2005, the Mancillases filed the original lawsuit (Mancillas I) against American General, the National Heritage Foundation, Inc., and others related to the interests of two life insurance contracts. The Mancillases eventually obtained an approximately $9 million jury verdict against the National Heritage Foundation and another party related to the claims brought forth in Mancillas I. On August 18, 2008, American General and the Mancillases settled Mancillas I by a Rule 11 agreement, in which American General agreed to pay the Mancillases $150,000 for a dismissal and the release of all claims against it. On that same day, American General made a separate offer to rescind the policies in dispute in Mancillas I. On January 17, 2012, American General filed a motion for summary judgment on the ground that the Mancillases' claims were based upon unenforceable oral promises. The Mancillases filed a response to American General's motion, as well as their own motion for summary judgment, asserting that they accepted American General's August 18, 2008 offer when they secured the surrender of both life insurance policies. The trial court denied American General's motion and subsequently granted the Mancillases' motion for summary judgment, after concluding that an agreement was formed from the August 18, 2008 offer when the Mancillases obtained the surrenders on the two life insurance policies. The Mancillases then nonsuited their fraud and promissory estoppel claims. This appeal followed. A full-text copy of the Memorandum Opinion dated November 20, 2014, is available at http://bit.ly/1FJVJ7Hfrom Leagle.com. American General Life Insurance Company provides insurance services. The Company offers annuities, health, life, and long- term care insurance products. American General Life Insurance Company also offers affinity benefit and employee benefit solutions for businesses. About National Heritage Foundation Falls Church, Virginia-based National Heritage Foundation, Inc. -- http://www.nhf.org/-- is a non-profit tax-exempt charitable institution that administers and maintains Donor-Advised Funds. These are funds in which donors relinquish all right and interest in the assets they donate. The sponsoring charitable organization -- NHF -- owns and controls all of the donated assets, although donors retain the right to make non-binding recommendations regarding the use of the assets. NHF filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 09-10525) on Jan. 24, 2009 after a state court entered a multimillion dollar judgment against it. Alan Michael Noskow, Esq., at Patton Boggs LLP, assisted the Company in its restructuring effort. The Company estimated more than $100 million in assets and $1 million to $100 million in debts. The Bankruptcy Court entered an Order confirming the Debtor's Fourth Amended and Restated Plan of Reorganization on Oct. 16, 2009. NAUTILUS HOLDINGS: Fine-Tunes Proposed Reorganization Plan ---------------------------------------------------------- Nautilus Holdings Limited, et al., in November filed an amended version of their proposed Joint Plan of Reorganization and explanatory Disclosure Statement. The Amended Plan does not provide for major changes to the proposed treatment of claims and interests. The Amended Plan incorporates the agreement with lender HSH Nordbank AG ("HSH") with respect to the so-called "HSH bilateral facilities." Some additions to the Plan include: -- The Plan provides that on, or as soon as reasonably practicable after, the Effective Date, each Holder of an Allowed Class 8 HSH-YM Facility Claim shall receive, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, such Claim, its pro rata share of loans under the amended and restated financing facility to be entered into between Reorganized Debtors Able Challenger Limited, Magic Peninsula Limited, Metropolitan Vitality Limited, and Superior Integrity Limited and the Holders of Allowed HSH-YM Facility Claims. -- In exchange for, inter alia, the releases and the treatment of the equity interests in NHL under the Plan, Elektra Limited, Reminiscent Ventures S.A., and Synergy Management Services Limited (the Equity-Related Entities) have made the following contributions, among others, to the Plan and to the overall restructuring process: (A) agreeing to provide a subordinated debtor in possession facility at a low interest rate in an amount up to $5 million for the to provide the Debtors with immediate access to cash to use in connection with their restructuring efforts; (B) acquiring the shares of NHL and NH2L from the Class B and Class C shareholders, thereby enabling the Debtors to streamline their restructuring efforts and focus their attention on their prepetition secured obligations; (C) in general supporting and participating in the restructuring process while providing unfettered access for the Debtors' professionals to the books and records maintained by Synergy for the benefit of the Debtors to enable the Debtors to fulfill their obligations as debtors in possession without any corresponding remuneration to their employees; (D) agreeing to support a consensual plan without challenging valuation issues; (E) with respect to the restructuring of the DVB 1 Facility and the DVB 2 Facility: (i) a shortfall guaranty of up to $2.5 million on a revolving basis; (ii) a reduction of the management fee payable to Synergy by DVB borrowers to $25,000 per vessel per month (subject to annual adjustment for inflation); and (iii) a return of that portion of the Synergy management fee paid by the MH Debtor and GK Debtor and pooled at NHL (i.e., 40% of amounts upstreamed by those Debtors for payment of the Synergy management fee since commencement of these Chapter 11 Cases) to those Debtors (subject to amounts used to repay the debtor-in-possession financing facility, as set forth in the DVB Term Sheet) and (F) with respect to the restructuring of the other Secured Credit Facilities, a reduction of the management fee payable to Synergy by each of the borrowers and/or reorganized Vessel-owning entities (as applicable). -- In the event the vessels securing the F-C Credit Agreements are not turned over to the respective lenders thereunder by January 31, 2015, the Debtors shall pay the fees and expenses of Seward & Kissel LLP and Lazard beginning on February 1, 2015, provided, however, that such fees and expenses shall be reasonable and documented and the Debtors' responsibility therefore shall not be for any fees and expenses incurred beyond the date of a transfer of the vessels. -- On the Effective Date, Miltons Way Limited, Findhorn Osprey Limited, Earlstown Limited, Floral Peninsula Limited, and Resplendent Spirit Limited shall be deemed dissolved under applicable law for all purposes without the necessity for any other or further actions to be taken by or on behalf of such debtors. -- On or prior to Dec. 22, 2014, the Debtors will file the Plan Supplement, which consists of the compilation of documents and forms of documents, schedules and exhibits to the Plan Copies of the Amended Plan and Disclosure Statement filed Nov. 19, 2014 are available for free at: http://bankrupt.com/misc/Nautilus_Am_Plan_Disclosures.pdf About Nautilus Holdings Limited Nautilus Holdings Limited and 20 affiliated companies, including Nautilus Holdings No. 2 Limited, filed bare-bones Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 14-22885) in White Plains, New York, on June 23, 2014. The affiliates are Nautilus Holdings No. 2 Limited; Nautilus Shipholdings No. 1 Limited; Nautilus Shipholdings No. 2 Limited; Nautilus Shipholdings No. 3 Limited; Able Challenger Limited; Charming Energetic Limited; Dynamic Continental Limited; Earlstown Limited; Findhorn Osprey Limited; Floral Peninsula Limited; Golden Knighthead Limited; Magic Peninsula Limited; Metropolitan Harbour Limited; Metropolitan Vitality Limited; Miltons' Way Limited; Perpetual Joy Limited; Regal Stone Limited; Resplendent Spirit Limited; Superior Integrity Limited; and Vivid Mind Limited. The Debtors' cases have been assigned to Judge Robert D. Drain, and are being jointly administered for procedural purposes. Hamilton, Bermuda-based Nautilus estimated $100 million to $500 million in assets and debt. Monrovia, Liberia-based Reminiscent Ventures S.A. owns 100% of the stock. Nautilus has tapped Jay Goffman, Esq., Mark A. McDermott, Esq., Shana A. Elberg, Esq., and Suzanne D.T. Lovett, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York, as counsel; and AP Services, LLC, as financial advisor. Epiq Bankruptcy Solutions LLC serves as the claims and noticing agent. Nautilus Holdings, et al., have proposed a Chapter 11 Plan that is the product of negotiations between the Debtors and certain of the prepetition secured lenders. The Debtors are targeting a January 2015 confirmation of the Plan. On Oct. 17, 2014, the Bankruptcy Court granted an extension of the Debtors' exclusive solicitation period, and the Debtors were granted the exclusive right to solicit votes through and including Jan. 15, 2015. NAUTILUS HOLDINGS: HSH Syndicate Only "Holdout" Lender Under Plan ----------------------------------------------------------------- In their omnibus reply to objections to their proposed Disclosure Statement, Nautilus Holdings Limited, et al., tell the Bankruptcy Court that they have reached agreements with most of the lenders and therefore continue to anticipate a bankruptcy exit by January 2015. Counsel to the Debtors, Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, notes that as the Debtors previously have advised the Court, their international shipping enterprise is managed as a unitary enterprise by one management company and is comprised of two holding companies, three intermediate holding companies and 16 entities which hold vessels that collectively serve as collateral for six different lending facilities to four different groups or "silos" of lenders. The Court previously approved a restructuring support agreement entered into by the Debtors and one of those lenders, DVB Bank SE, in connection with the consensual terms of a restructuring regarding two of those six facilities. The Debtors are pleased to advise the Court that they have since reached agreement with an additional lender with respect to two more facilities -- HSH Nordbank AG ("HSH") with respect to the so- called "HSH bilateral facilities." Additionally, the Debtors are close to reaching an agreement on economic terms with Citibank International Limited, as agent with respect to the "Citi facility," and expect to document same upon agreement. Accordingly, the Debtors believe there will be only one holdout lender under one facility that does not consent to payment of its claim in full under the Plan: the so-called HSH syndicate facility (the "Syndicate"). Under the terms of the agreement relating to each of the HSH bilateral facilities, and an expected agreement with Citibank regarding the Citi facilities, the Debtors have agreed to transition control of the relevant vessel collateral in an orderly fashion, while obtaining financial concessions from HSH that will enable the Debtors to make payment on account of their general unsecured claims, the unpaid balance of the debtor-in-possession lending facility provided by affiliate of the Debtors, and costs of administration, while also providing for continued management of certain of the vessels by the Debtors' existing manager. The agreement with HSH is incorporated into the Amended Plan, which already reflects the agreement with DVB. The Debtors therefore continue to anticipate moving towards a confirmation hearing and effective date by January 2015, consistent with their term sheet with DVB and agreement with all of the lenders under the cash collateral order. The Plan otherwise proposes to pay claims held by the hold-out lenders in the Syndicate in full in accordance with the terms of a restructured lending facility that includes a proposed interest rate consistent with this Court's recent ruling in the In re MPM Silicones LLC chapter 11 case. While distressed liquidation values of the vessels securing this facility are less than the face amount of the Syndicate claims, each of the five vessels in this silo has the benefit of a long-term, above-market charter that will allow the reorganized Debtors to amortize the full amount of the restructured Syndicate facility over time, including via proceeds from the refinancing or ultimate disposition of the vessels at the maturity of the facility, which is consistent with lending practices in the maritime industry. The Debtors, with the assistance of their financial and legal advisors, will be prepared to show at confirmation that the proposed treatment is both feasible and fair and equitable to holders of the Syndicate facility claims. Mr. Goffman points out that the Syndicate nonetheless asserts that the Disclosure Statement should not be approved because, in its view, the Plan is patently unconfirmable. In doing so, it raises two primary objections: -- First, it asserts that the Plan violates the absolute priority rule by allowing existing equity holders to retain 100% of the interests in the Syndicate silo without requiring existing equity to contribute new value. But as noted, the Plan is not a new value plan -- it provides for payment in full of the Syndicate facility. Accordingly, there is no violation of the absolute priority rule. -- Second, the Syndicate asserts that the accepting votes of lenders outside its collateral silo or general unsecured creditors cannot be used as an acceptance of the Plan for purposes of cramming down the Syndicate in the event it rejects its proposed treatment. However, that is not the law in this District, nor is it consistent with the facts of this case or the policies underlying the Bankruptcy Code. To the contrary, courts in this District are consistent in their view that a plan, whether or not it contemplates substantive consolidation, can be confirmed so long as one impaired class accepts; there need not be an accepting class at each entity. According to Mr. Goffman, the Syndicate fails to establish that the Plan is unconfirmable on its face. The Syndicate may disagree with the Plan's classification scheme and the Debtors' projections and hence, the Plan's feasibility, but these are factual matters reserved exclusively for confirmation, not for consideration at a hearing on approval of a disclosure statement. A full-text copy of the Debtor's court filing is available for free at: http://bankrupt.com/misc/Nautilus_Reply_DS_Obj.pdf Counsel for the Debtors can be reached at: SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Jay M. Goffman, Esq. Mark A. McDermott, Esq. Shana A. Elberg, Esq. Suzanne D.T. Lovett, Esq. Four Times Square New York, NY 10036 Tel: (212) 735-3000 About Nautilus Holdings Limited Nautilus Holdings Limited and 20 affiliated companies, including Nautilus Holdings No. 2 Limited, filed bare-bones Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 14-22885) in White Plains, New York, on June 23, 2014. The affiliates are Nautilus Holdings No. 2 Limited; Nautilus Shipholdings No. 1 Limited; Nautilus Shipholdings No. 2 Limited; Nautilus Shipholdings No. 3 Limited; Able Challenger Limited; Charming Energetic Limited; Dynamic Continental Limited; Earlstown Limited; Findhorn Osprey Limited; Floral Peninsula Limited; Golden Knighthead Limited; Magic Peninsula Limited; Metropolitan Harbour Limited; Metropolitan Vitality Limited; Miltons' Way Limited; Perpetual Joy Limited; Regal Stone Limited; Resplendent Spirit Limited; Superior Integrity Limited; and Vivid Mind Limited. The Debtors' cases have been assigned to Judge Robert D. Drain, and are being jointly administered for procedural purposes. Hamilton, Bermuda-based Nautilus estimated $100 million to $500 million in assets and debt. Monrovia, Liberia-based Reminiscent Ventures S.A. owns 100% of the stock. Nautilus has tapped Jay Goffman, Esq., Mark A. McDermott, Esq., Shana A. Elberg, Esq., and Suzanne D.T. Lovett, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York, as counsel; and AP Services, LLC, as financial advisor. Epiq Bankruptcy Solutions LLC serves as the claims and noticing agent. Nautilus Holdings, et al., have proposed a Chapter 11 Plan that is the product of negotiations between the Debtors and certain of the prepetition secured lenders. The Debtors are targeting a January 2015 confirmation of the Plan. On Oct. 17, 2014, the Bankruptcy Court granted an extension of the Debtors' exclusive solicitation period, and the Debtors were granted the exclusive right to solicit votes through and including Jan. 15, 2015. NEW MEDIA: Moody's Assigns B2 CFR & Rates $224MM Term Loan B2 ------------------------------------------------------------- Moody's Investors Service assigned New Media Holdings II LLC (New Media) a B2 corporate family rating (CFR). The $224 million existing term loan B, $170 million proposed add on term loan B, and $25 million existing revolver were assigned a B2 rating. The outlook is stable. The use of proceeds from the add on term loan B and $118.5 million of cash are expected to be used to fund the acquisition of Halifax Media Group for $280 million and pay transaction expenses. Issuer: New Media Holdings II LLC Corporate Family Rating, assigned B2 Probability of Default Rating, assigned B3-PD Speculative Grade Liquidity Rating, assigned SGL-2 $25 million five year revolving credit facility due June 2019 assigned a B2 (LGD3) $224 million existing term loan B due June 2020, assigned a B2 (LGD3) $170 million add on term loan B due June 2020, assigned a B2 (LGD3) Outlook, stable The assigned ratings are subject to review of final documentation and no material change in the terms and conditions of the transaction as provided to Moody's. Ratings Rationale New Media Holdings II LLC's B2 CFR reflects the negative secular pressure impacting its community newspaper print business as well as the highly aggressive acquisition strategy that the company has engaged in since the predecessor company exited from bankruptcy at the end of 2013. The company's print advertising revenue has been in decline for the past several years and is expected to remain under pressure going forward which will necessitate a continued focus on cost reductions. While the company has benefited from growth at its smaller digital business, it may be insufficient to offset declines in ad revenue. As a result, Moody's anticipate modest organic revenue declines going forward. EBITDA margins are also relatively low at about 16% including Moody's adjustments, although they are in line with the newspaper industry. Moody's expect the company to be very cyclical given the sensitivity of ad spending to the economy and secular pressure has the potential to increase during an economic decline. The aggressive dividend policy is also included in the rating (dividend yield is over 5% as of 11/28/14). The rating receives support from the relatively low leverage of 2.8x (including Moody's standard adjustments for lease expense) pro forma for the pending acquisitions and the proposed add on term loan. The lower leverage level compared to competitors provides the company greater flexibility to make new investments to grow the business, although the added investments may weigh on EBITDA margins in the near term. New Media also benefits from its diverse portfolio of community newspapers across the country which limits the impact of regional weakness. Given the minimal capex spend required to run the business, Moody's anticipate the company will generate good free cash flow which Moody's expect will be paid out as dividends or used to fund future acquisitions. New Media also benefits from approximately $118 million in proceeds from a secondary equity offering completed in September 2014 which provides capital to help fund pending acquisitions, although it is held at the parent company which is not a guarantor to the credit agreement. There is the potential for future acquisitions to be funded with additional debt given the incremental availability allowed in the proposed credit agreement. Given the pressure on the industry and its cyclicality, operating at low leverage levels would be beneficial. Moody's expects the company to have good liquidity as reflected in Moody's SGL-2 rating due to good free cash flow and the $25 million revolving credit facility which is expected to be undrawn pro-forma for the transaction. The EBITDA to interest coverage ratio is anticipated to be approximately 5x pro-forma for the transaction with a free cash flow to debt ratio in the low teens. However, Moody's expects that the company will payout approximately $40 million in dividends and will use additional free cash flow for acquisitions. The revolver and term loan will be subject to a maximum total leverage ratio of 3.25x, but Moody's anticipates New Media will maintain a sufficient cushion of compliance. The stable outlook reflects Moody's expectation for modest organic revenue declines, but overall growth from an aggressive acquisition strategy. Moody's also anticipate the company will benefit from cost savings from acquired companies and that results will be cyclical given its dependence on consumer ad spending. Positive rating action is unlikely in the near term due to the high level of acquisition activity. Following the integration of material acquisitions, the rating could be improved if leverage as calculated by Moody's were below 2.5x times. Confidence would also be required that the management team which are employees of FIG, LLC, would maintain leverage below this level on a sustained basis. Stable organic revenue performance would also be necessary for an upgrade as would a good liquidity profile. The rating could face negative pressure if organic revenue declines or debt funded acquisitions lead leverage to increase above 4x. A weak liquidity position or the potential for a maintenance covenant violation could also lead to negative rating action. New Media Holdings II LLC is one of the largest community newspaper publishers in the US with additional operations in digital marketing services. The predecessor company, GateHouse Media, LLC emerged from bankruptcy protection in November 2013. The holding company, New Media Investment Group Inc. is publicly traded on the New York Stock exchange and is managed by FIG LLC (Fortress). Fortress and its affiliates own 1.7% of the outstanding common equity and 41.1% of the outstanding warrants as of 9/28/14. The principal methodology used in this rating was Global Publishing Industry published in December 2011. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. NEW MEDIA: S&P Assigns 'B' CCR & Rates $420MM Secured Debt 'B+' --------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B' corporate credit rating to New York City-based newspaper company New Media Investment Group Inc. The rating outlook is stable. At the same time, S&P assigned its 'B+' issue-level rating and '2' recovery rating to the company's $420 million senior secured credit facilities. The '2' recovery rating indicates S&P's expectation for substantial recovery (70%-90%; high end of the range) of principal for debtholders in the event of a payment default. The senior secured credit facilities consist of a $25 million revolving credit facility due 2019, a $225 million term loan B due 2020, and a $170 million incremental term loan due 2020. New Media Holdings II LLC is the borrower under the credit facilities. New Media Investment will use proceeds from the incremental term loan and cash on hand to finance its acquisition of Halifax Media Group LLC for $280 million. The company expects the transaction to close in the first quarter of 2015. Halifax Media publishes 36 newspapers, primarily in the southeastern region of the U.S. S&P's 'B' corporate credit rating on New Media Investment reflects its assessment of the company's business risk profile as "vulnerable" and its financial risk profile as "significant." S&P's business risk assessment is based on its expectation that newspaper print advertising revenues will continue to decline for the foreseeable future as news consumption and advertising shift to digital media. New Media Investment is exposed to the long-term secular trends of declining newspaper readership and advertising revenues. Total print advertising accounted for slightly more than half of revenues for the 12 months ended Sept. 30, 2014, versus 60% in 2012. S&P expects that the company's print advertising revenues will continue to decline, though at a slower pace than those its newspaper peers that are heavily focused in metropolitan markets. S&P also expects that New Media Investment's small base of digital advertising revenues, which accounts for about 10% of its total advertising revenues, is unlikely to grow sufficiently to offset declining print advertising revenues over next two to three years. In addition, S&P expects that the company's growing digital marketing services, which it cross-sells to its existing customer base, will not make a meaningful contribution to overall profitability--at least over the one to two years--due to its relatively small size and the increased investment needed to support growth. "The stable outlook reflects our expectation that the company will maintain debt leverage below 3x over the next one to three years," said Standard & Poor's credit analyst Andy Liu. "We believe the company will be able to keep debt leverage at this level as it reinvests the majority of its discretionary cash flow in acquisitions." S&P expects newspaper print advertising revenue to decline at a high-single-digit percentage rate over the foreseeable future. S&P would consider an upgrade if the company is able to successfully integrate acquisitions, generate meaningful discretionary cash flow, moderate the decline in print advertising to a low- to mid-single-digit percent rate, balance its aggressive acquisition policy with debt repayment, and achieve and maintain debt leverage below 2x. Although less likely, S&P would consider a downgrade if print advertising revenue declines accelerate, causing EBITDA margin to shrink, discretionary cash flow to decline, and the cushion of compliance with leverage covenant to fall to less than 15%. S&P could also lower the rating if sizable high-priced debt-financed acquisitions or large dividends, which S&P currently do not anticipate, result in a significant increase in debt leverage. NII HOLDINGS: Seeks Approval to Pay $9MM in Bonuses to Execs ------------------------------------------------------------ Tom Corrigan, writing for Daily Bankruptcy Review, reported that NII Holdings Inc. has asked for a bankruptcy judge's permission to pay executives and other top-level employees as much as $9 million in bonuses. According to the report, NII proposed bonuses for eight employees, including five senior executives and three vice presidents, tied to goals that incentivize a timely restructuring or sale. Sherri Toub, a bankruptcy columnist for Bloomberg News, reported that NII Holdings Inc. scheduled a hearing for Dec. 11 to ask for approval of a retention plan for 12 non-insider employees expected to cost about $1.24 million. According to the report, the company said it can "ill afford" to lose key employees -- those with the experience and institutional knowledge necessary to operations and the implementation of a turnaround plan -- in light of recent staff cuts. In addition to the $1.24 million set aside for participants, the program establishes a discretionary pool of $250,000 for non- insider employees who aren't slated to participate in the plan, the report said, citing court papers. About NII Holdings NII Holdings Inc. through its subsidiaries provides wireless communication services for businesses and consumers in Brazil, Mexico and Argentina. NII Holdings has the exclusive right to use the Nextel brand in its markets pursuant to a trademark license agreement with Sprint Corporation and offers unique push-to-talk ("PTT") services associated with the Nextel brand in Latin America. NII Holdings' shares of common stock, par value $0.001, are publicly traded under the symbol NIHD on the NASDAQ Global Select Market. NII Holdings and its affiliated debtors sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on Sept. 15, 2014. The Debtors have sought joint administration of their Chapter 11 cases. The Chapter 11 cases are assigned to Judge Shelley C. Chapman. The Debtors have tapped Jones Day as counsel and Prime Clerk LLC as claims and noticing agent. The U.S. Trustee for Region 2 on Sept. 29 appointed five creditors of NII Holdings to serve on the official committee of unsecured creditors. NNN SIENA: U.S. Trustee Balks at 3rd Bid for Receiver to Stay ------------------------------------------------------------- Tracy Hope Davis, the United States Trustee for Region 17, filed in NNN Siena Office Park I 41, LLC, et al. Chapter 11 cases, an objection to U.S. Bank National Association's third motion to excuse receiver from turnover requirements. The U.S. Trustee says the request by U.S. Bank for the receiver to stay in place should be denied, and the Court should instead order the appointment of a Chapter 11 trustee. U.S. Bank filed the motion as trustee, successor to Wells Fargo Bank, N.A., as Trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C32, by and through CWCapital Asset Management LLC, solely in its capacity as Special Servicer. The U.S. Trustee notes that while 11 U.S.C. sections 543 and 101(11) authorize the Court to excuse state court-appointed receivers from the obligation to turn over property based on an "interest of creditors "analysis, the scope of such authority is limited to cases where the action is temporary or the court is exercising a form of abstention. The Trust has made two prior motions for "temporary" relief under section 543(d); the receiver will have already remained in place for 240 days by the time the current order expires. The Trust's third motion requests that the receiver remain in place indefinitely. Such relief, according to the U.S. Trustee, is contrary to the intent of the procedures under Section 543 and would be the equivalent of appointing a receiver in the bankruptcy case, which is prohibited by the Bankruptcy Code. According to the U.S. Trustee, in cases where the debtor should not remain in possession, a trustee, not a receiver, is the remedy provided by the Bankruptcy Code. About NNN Siena Office Park I 41 NNN Siena Office Park I 41, LLC, together with 30 other affiliates, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal. Case No. 14-40668) on Feb. 19, 2014. The Debtors are 28 of 31 tenants in common investors, each owning fractional, passive investment interests in the bare legal title to a medical office building located at 2850 West Horizon Ridge Parkway and 861 Coronado Center Drive, Henderson, Nevada. The Debtor disclosed unknown assets and $28,775,667 liabilities as of the Chapter 11 filing. Judge M. Elaine Hammond oversees the Debtor's Chapter 11 case. The petition was signed by Mubeen Aliniazee, manager and responsible individual. The Court entered orders excusing the receiver from turnover of the property until Dec. 9, 2014. ONEMAIN FINANCIAL: Moody's Assigns B2 Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service assigned a B2 corporate family rating to consumer lender OneMain Financial Holdings, Inc. and a B2 rating to the company's proposed $1 billion senior unsecured notes. The outlook for the ratings is stable. Ratings Rationale OneMain's B2 issuer rating reflects its strong US branch-based consumer lending franchise, profitable operations, adequate capital position, and capable management. The firm's ratings are constrained by the operating and financial risks associated with its transition toward independence from the ownership and support of its indirect parent Citigroup Inc. (Citi). Citi is seeking to reduce its ownership in OneMain, either though an IPO (S-1 filed in October 2014) or a sale of the company. Credit concerns center on OneMain's evolving liquidity profile, plans for growth and risk expansion, as well as regulatory risk. The rating of the notes is based upon their terms, senior priority in OneMain's capital structure and guarantees from restricted subsidiaries. OneMain has a strong and sustainable competitive position founded on its extensive network of 1,141 branches in 43 states. The company has a long history of serving the US's large non-prime borrower population with loans for purposes including medical expenses, auto repairs, home repairs, and debt consolidation. OneMain has a larger footprint and more profitable operations than its closest competitor, Springleaf Holdings, Inc. (B2 corporate family rating), but like Springleaf, OneMain also faces competition from regional lenders and, to a lesser extent, online lenders, banks and credit unions, attracted by the higher yields available in non-prime consumer lending. OneMain has generated strong earnings and profitability metrics. The firm has benefited from its access to efficient funding from Citi, shared business services, and the ability to split off non- core real estate loans to Citi affiliates. However, OneMain's operating and funding costs will likely increase from current levels as a result of its separation from Citi. Higher operating costs will primarily reflect new hires to staff newly-established internal business functions. Funding costs too will likely move higher as the firm repays affiliate borrowings with proceeds from market debt issuance and increases leverage. Moody's also expects that OneMain will focus on growth that likely involves expansion of its risk appetite, which could increase the volatility of its performance measures. In preparation from its separation from Citi, OneMain has begun to establish independent capabilities in essential functional areas, such as human resources and information technology, but the work is ongoing. As OneMain endeavors to replace Citi with new vendors and in-house capabilities, the company will be exposed to higher risks to its financial stability. OneMain has also commenced efforts to diversify its funding away from its reliance on parent funds, but the cost and structure of its funding, its market access and its liquidity profile are still evolving. OneMain's target funding structure includes a high proportion of secured funding that encumbers earnings assets and limits financial flexibility. Moody's expects that Citi's transitional support will have a stabilizing influence on OneMain's credit profile, enabling the company to more fully establish capabilities in core business functions and diversify its funding. During November, OneMain paid a $1.5 billion dividend to its parent that results in its ratio of equity to assets decreasing toward the company's target level of 20% (equivalent to debt/equity of 3.6x). Moody's view this level of capital as adequate, given the risk characteristics of OneMain's receivables and the pending ownership transition. However, there is uncertainty regarding the firmness of the company's capital target, given that Citi could sell OneMain to new owners whose preferences and priorities could result in higher leverage. Outright sale could also lessen Citi's stabilizing influence on OneMain's credit profile if the transition were to occur more quickly and to less creditworthy owners. Such a development would be negative for OneMain's credit profile. OneMain is regulated by the states in which it operates for compliance with lending regulations and insurance regulations, and by the Consumer Financial Protection Bureau (CFPB) for compliance with federal consumer financial protection laws. The CFPB has taken a strong interest in sales by consumer lenders of ancillary products as well as transfers of loan servicing. Through its insurance subsidiary, OneMain sells credit insurance coverage that has features similar to products that have attracted the CFPB's scrutiny. OneMain's insurance business contributes about 20% of OneMain's consolidated pre-tax earnings and its payouts on customer claims help to reduce OneMain's loan credit losses. Additionally, OneMain periodically sells charged-off receivables to third-parties to mitigate credit losses. Moody's believes there is a risk that regulators could implement rules that affect these activities, which could weaken OneMain's financial performance. OneMain's ratings could be upgraded if the company: (1) sufficiently strengthens its market access and diversifies its funding during its transition from Citi's ownership, (2) demonstrates stable asset quality performance and profitability amid disciplined growth, (3) maintains effective leverage of less than 4x, and (4) provides adequate asset coverage of senior unsecured obligations. Ratings could be downgraded if OneMain's (1) liquidity cushion and market access weaken, (2) effective leverage materially increases, (3) growth accelerates significantly to over 10%, or (4) financial performance unexpectedly deteriorates. The principal methodology used in these ratings was Finance Company Global Rating Methodology published in March 2012. ONEMAIN FINANCIAL: S&P Assigns 'B+' ICR & Rates $500MM Notes 'B+' ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned a 'B+' issuer credit rating on OneMain Financial Holdings Inc. The outlook is stable. S&P is also assigning a 'B+' issue rating to OneMain Financial Holdings Inc.'s $500 million senior unsecured notes due 2019 and $500 million senior unsecured notes due 2021. "Standard & Poor's rating on OneMain reflects the firm's limited history as a stand-alone entity, elevated dependence on funding from the asset-backed securities (ABS) market, and greater credit risk owing to the relatively weak credit profile of most of its borrowers," said Standard & Poor's credit analyst Stephen Lynch. The company's solid market position in subprime installment lending and strong earnings relative to credit losses support the rating. Baltimore, Md.-based OneMain is a subprime consumer lender. Citigroup Inc., currently the owner of OneMain, is in the process of spinning off the subsidiary in either an IPO or merger and acquisition transaction. As part of that process, OneMain plans to raise unsecured and secured debt as well as continuing to issue ABS securities. S&P's rating assumes the company will eventually operate with leverage of 3.5x-4.0x debt-to adjusted total equity. Additionally, given the spin-off plans, S&P considers OneMain to be a nonstrategic subsidiary of Citi and rate OneMain solely on a stand-alone basis with no imputed support from Citi. S&P's stable outlook balances the firm's strong market position and earnings capacity against the company's reliance on continued access to the ABS market. S&P expects the company to operate with leverage of 3.5x to 4.0x. S&P could lower the rating if the company pursues a more aggressive growth strategy or financial policy. For instance, S&P could lower the rating if the company plans to make large shareholder distributions, or if credit losses were to rise beyond the normal levels reached during a credit cycle, particularly if leverage were to rise over 4x and we expected it to remain at that level. The company's profile as a monoline subprime consumer lender is likely to limit the likelihood of an upgrade. Over time, S&P could raise the rating if the company establishes a longer track record in the consumer lending market with continued access to asset-backed financing. In particular, S&P would consider an upgrade if the company is able to secure a more stable funding source for the assets it plans to pledge in its planned facilities. Any upgrade would also depend on the company diversifying its revenue sources and showing a longer history of containing credit losses. ORACLE TRANSPORTATION: Case Summary & 17 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Oracle Transportation Solutions, Inc. dba OTS 6422 Bellingham Ave., Suite 203 North Hollywood, CA 91606 Case No.: 14-15360 Chapter 11 Petition Date: December 1, 2014 Court: United States Bankruptcy Court Central District Of California (San Fernando Valley) Judge: Hon. Maureen Tighe Debtor's Counsel: Steven R Fox, Esq. LAW OFFICES OF STEVEN R. FOX 17835 Ventura Blvd Ste 306 Encino, CA 91316 Tel: 818-774-3545 Fax: 818-774-3707 E-mail: emails@foxlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Tigran Gevorgyan, C.E.O. A list of the Debtor's 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb14-15360.pdf PEREGRINE FINANCIAL: US Bank Must Face Trial Over Role In Fraud --------------------------------------------------------------- Law360 reported that U.S. Bank NA must face at trial claims from the Commodities Futures Trading Commission for almost $36 million in restitution, an Iowa federal judge ruled, in a lawsuit accusing the lender of helping bankrupt Peregrine Financial Group Inc.?s former CEO misappropriate $215 million in customer funds. According to the report, in a 69-page decision on cross-motions for summary judgment, U.S. District Judge Linda R. Reade rejected U.S. Bank?s argument that the CFTC could seek restitution only from former Peregrine CEO Russell Wasendorf Sr. himself. The judge found the commission to be within the law in pursuing customer losses purported to have been proximately caused by U.S. Bank, the report related. The case is U.S. Commodity Futures Trading Commission v. U.S. Bank NA, case number 6:13-cv-02041, in the U.S. District Court for the Northern District of Iowa. About Peregrine Financial Peregrine Financial Group Inc. filed to liquidate under Chapter 7 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488) on July 10, 2012, disclosing between $500 million and $1 billion of assets, and between $100 million and $500 million of liabilities. Earlier that day, at the behest of the U.S. Commodity Futures Trading Commission, a U.S. district judge appointed a receiver and froze the firm's assets. The firm put itself into bankruptcy liquidation in Chicago later the same day. The CFTC had sued Peregrine, saying that more than $200 million of supposedly segregated customer funds had been "misappropriated." The CFTC case is U.S. Commodity Futures Trading Commission v. Peregrine Financial Group Inc., 12-cv-5383, U.S. District Court, Northern District of Illinois (Chicago). Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted suicide outside a firm office in Cedar Falls, Iowa, on July 9. The bankruptcy petition was signed in his place by Russell R. Wasendorf Jr., the firm's chief operating officer. The resolution stated that Wasendorf Jr. was given a power of attorney on July 3 to exercise if Wasendorf Sr. became incapacitated. Peregrine Financial is the regulated unit of the brokerage PFGBest. PHOENIX PAYMENT: Seeks To Cap $10M Software Claim at $500K ---------------------------------------------------------- Law360 reported that Phoenix Payment Systems Inc. told a Delaware bankruptcy judge that a $10 million claim lodged by a rival card transaction company over old software code should be capped at $500,000, saying it should not be forced to set aside the full sum while litigation plays out. According to the report, Phoenix Payment, which sold its business two months ago for $50 million, contends the code claim from Post Integrations Inc. is "absurd" and should be estimated at $500,000, its highest possible value if viewed in the most favorable light. About Phoenix Payment Founded in 2004, Phoenix Payment Systems, Inc., aka Electronic Payment Systems, aka EPX, is an international payment processor with corporate headquarters in Wilmington, Delaware, and technology headquarters in Phoenix, Arizona. It provides acceptance, processing, support, authorization and settlement services for credit card, debit card and e-check payments. Providing processing services at more than 8,700 locations worldwide, PPS processed, in multiple currencies, 280 million transactions in 2013 and expects to process 400 million in 2014. Phoenix Payment Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-11848) on Aug. 4, 2014, to quickly sell its assets. As of the Petition Date, the Debtor had total outstanding liabilities and other obligations of $16.6 million and 9.8 million shares of outstanding preferred and common stock. Debt to secured creditor The Bancorp Bank is estimated at $6.2 million. The Debtor disclosed $7,230,399 in assets and $14,083,645 in liabilities as of the Chapter 11 filing. Judge Mary F. Walrath presides over the case. The Debtor's attorneys are Richard J. Bernard, Esq., at Foley & Lardner LLP, in New York; and Mark D. Collins, Esq., Russell Siberglied, Esq., Zachary I Shapiro, Esq., and Marisa A. Terranova, Esq., at Richards Layton & Finger, P.A., in Wilmington, Delaware. The Debtor's banker and financial advisor is Raymond James & Associates, Inc., while Bederson, LLC, is the Debtor's accountant. PMCM, LLC, provides advisory services and executive leadership to the Debtor. The Debtor's claims and noticing agent is Omni Management Group, LLC. The U.S. Trustee for Region 3 has appointed three members to the Official Committee of Unsecured Creditors. The Committee tapped to retain Lowenstein Sandler LLP, and White and Williams LLP as its co-counsel; Alvarez & Marsal North America, LLC as its financial consultant. PONCE DE LEON: Fails to Win Confirmation of Exit Plan ----------------------------------------------------- Bankruptcy Judge Enrique S. Lamoutte ruled that the market value to a single purchaser (bulk value) of Ponce de Leon, 1403, Inc.'s property in controversy is $4,634,328 which is comprised of $3.3 million for the residential units and $1,334,328 for two commercial locales. PRLP 2011 Holdings LLC's amended proof of claim #7-2 lists its claim as of the petition date in the amount of $14,496,907.24. PRLP in its proof of claim references the Annex for certain line items such as the value of property, amount of the secured claim and the amount unsecured. In the Annex to Proof of Claim, PRLP discloses that it filed this supplement to the claim to submit the revised amount of its claim as of March 25, 2014 the total amount of $6,376,980.54 which consists of the following components: (i) $5,645,089.73 in principal; (ii) $488,949.53 in accrued interest; (iii) $202,529.50 in legal fees; and (iv) $40,411.78 in other costs (Claims Register, proof of claim #7-2, Exhibit A). Judge Lamoutte said the $4,634,328 market value of the property as of the confirmation date is $1,010,761 less than the amount of PRLP's principal ($5,645,089.73), thus, PRLP will be left with a deficiency or an unsecured claim, irrespective of the amounts ultimately determined for interest, fees, and costs. Consequently, the Debtor's proposed surrendering of the property does not constitute the indubitable equivalent of PRLP's claim (entire), as the market value of the subject property is approximately $1 million dollars ($5,645,089.73 - $4,634,328 = $1,010,761.73) below PRLP's principal, exclusive of legal fees, accrued interest and other costs. Accordingly, Judge Lamoutte said, confirmation of the Debtor's Amended Plan of Reorganization Dated January 25, 2013 is denied. The judge, however, gave the Debtor 21 days from the date the Opinion and Order has been docketed to file an amended Chapter 11 plan. The Debtor had requested valuation, indicating to the Court that it would proceed with confirmation of its Plan under Scenario B, which is to surrender "all the property" that constitutes the collateral of PRLP. The Debtor contends that by surrendering the collateral the secured creditor will receive the indubitable equivalent of its secured claim. PRLP objects to the Plan. PRLP also filed a Brief on Valuation for Hearing on Confirmation of Amended Plan arguing that the appropriate methodology that should be employed is the bulk sale value which is also known as the market value to a single purchaser which is a conservative approach to valuation of collateral that is consistent due to the risks being shifted to PRLP by the Debtor's proposed surrendering of the collateral. Confirmation hearings were held on April 8 and 24, 2014 in which expert testimony from three appraisers was heard by the court. A copy of the Court's November 25, 2014 Opinion and Order is available at http://is.gd/U2O9Jzfrom Leagle.com. About Ponce De Leon San Juan, P.R.-based Ponce De Leon 1403, Inc., developed, constructed, and operates the Metro Plaza Tower condominium and commercial property project in Santurce, Puerto Rico. The Metro Plaza Tower project consists of two 15-story towers atop a base structure that serves as a parking garage, common area, and retail space. Each tower houses 87 residential units. The base structure provides approximately 567 parking spaces and has approximately 14,000 square feet of commercial space available for lease. The common areas of the project include a swimming pool, a gym, gardens and a gazebo. Ponce De Leon 1403 Inc. filed for Chapter 11 protection (Bank. D. P.R. Case No. 11-07920) on Sept. 19, 2011. The Debtor estimated both assets and debts of between US$10 million and US$50 million. Carmen Conde Torres, Esq., and Luisa S. Valle Castro, at C. Conde & Assoc., in Old San Juan, Puerto Rico, represent the Debtor as counsel. The Debtor filed a Plan of Reorganization dated April 13, 2012. The Debtor won approval of the explanatory Disclosure Statement on June 25, 2012. It amended the Plan on Jan. 25, 2013. Under the Plan, the Debtor will generate revenue by selling all of the remaining residential units and selling or leasing commercial spaces in the Metro Plaza Towers project, including the public parking spaces. PORTER HAYDEN: Inks $15M Asbestos Coverage Deal with AIG Insurers ----------------------------------------------------------------- Law360 reported that defunct Porter Hayden Co. sought approval for a $15 million settlement of its asbestos injury coverage dispute with two American International Group Inc. insurers, telling a Maryland federal judge the deal will shield the insurers from future litigation over the asbestos claims and immediately benefit claimants. According to the report, the settlement will end nearly 14 years of litigation between the parties and free National Union Fire Insurance Co. of Pittsburgh, Pa. and American Home Assurance Co. from any liability arising from claims by consumers and former employees exposed to asbestos in Porter Hayden?s insulation. The deal nixes an upcoming, January trial and stipulates the defunct insulation seller will sell the policies in question back to the insurers, the report related. Porter Hayden was an industrial and commercial insulation contractor operating in the Mid-Atlantic states from the 1920s to the late 1980s. Until 1973, some of the insulation materials handled, sold or distributed by Porter Hayden contained asbestos. In 2003, Porter Hayden filed a petition in bankruptcy. Porter Hayden's reorganization plan was confirmed in 2006. QUANTUM FOODS: Seeks Court Approval to Settle Preference Claims --------------------------------------------------------------- Quantum Foods, LLC and its official committee of unsecured creditors have filed joint motions seeking court approval to settle the company's so-called preference claims. The settlement agreements require the Village of Romeoville and seven companies to pay back the money and assets they received from Quantum Foods within 90 days prior to its bankruptcy filing. The seven companies are Doug Jeffords Co. Inc., Graphic Pallet and Transport, Linde LLC, McMaster-Carr Supply Company, Marten Transport Services Ltd., Nebraska Beef Ltd., and United Parcel Service. Quantum Foods would receive a total of $82,673 if U.S. Bankruptcy Judge Kevin Carey approved the settlements, according to a court filing. The motions are on Judge Carey's calendar for December 9. About Quantum Foods Founded in 1990 and headquartered in Bolingbrook, Illinois, Quantum Foods, LLC -- http://www.quantumfoods.com-- provides protein products made from beef, poultry and pork. Quantum Foods LLC and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to facilitate the sale of substantially all their business to CTI Foods Holding Co., LLC. The Debtors' primary secured indebtedness totals $50.2 million, owing to lenders led by Crystal Financial, LLC, as administrative and collateral agent. Quantum Foods is being advised in its restructuring by Daniel J. McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr, Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq., Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young, Conaway, Stargatt & Taylor, LLP, serve as local counsel. City Capital Advisors is the investment banker. FTI Consulting, Inc. also serves as advisor. BMC Group is the claims and notice agent. The U.S. Trustee for Region 3 appointed five members to the official committee of unsecured creditors in the case. The Committee is seeking to retain Triton Capital Partners, Ltd. as financial advisor; and Mark D. Collins, Esq., Russell C. Silberglied, Esq., Michael J. Merchant, Esq., Christopher M. Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton & Finger, P.A. as counsel. Raging Bull is represented in the case by Van C. Durrer II, Esq., at Skadden Arps Slate Meagher & Flom LLP. Crystal Finance LLC is represented by David S. Berman, Esq., at Riemer & Braunstein LLP. QUEEN ELIZABETH: Objects to Wu's Motion to Appoint Trustee ---------------------------------------------------------- Queen Elizabeth Realty Corp. has filed an objection to Margaret Wu's motion to appoint a Chapter 11 Trustee, or in the alternative, to convert Queen Elizabeth's case to one under Chapter 7. The Debtor says it is amply able to reorganize. The Debtor says the moving party, the estranged wife of a minority shareholder, lacks standing, and the appointment of a trustee would be wasteful of the Debtor's assets. The Debtor says the very cases which Margaret Wu cites in support of the proposition that a trustee must be appointed if the Court finds cause, including a conflict of interest, in fact stand for the opposite proposition. According to the Debtor, in this case, Shanghai Commercial Bank has shown, by filing its own statement in opposition that it supports the Debtor's reorganization. If the Debtor can propose a plan with Shanghai Bank's consent, the appointment of a trustee or the conversion of this case is not warranted, the Debtor tells the Court. Receiver Supports Trustee/Conversion Dean K. Fong, Esq., as Receiver of the Property of Phillip Wu, is backing efforts by Margaret Wu for an order appointing a Chapter 11 Trustee, or in the alternative, converting the case to Chapter 7. The receiver is the only unsecured creditor in this case. According to Mr. Fong, if, as the Debtor and SCB argue, SCB is the only valid creditor and the Debtor is solvent, the only reason this Chapter 11 case is being prosecuted by the Debtor is to protect the interests of equity holders. The Debtor effectively concedes that Margaret Wu and the Receiver are stakeholders in this regard. Taking the Debtor's argument to its logical conclusion, if there are no creditors who need or benefit from this Chapter 11 case, then there is no need for this Chapter 11 case at all, Mr. Fong tells the Court. Mr. Fong notes that the Debtor does not dispute facts that establish that it refuses to investigate or pursue a judgment and potential claims amounting to $13 to $15 million against the parties opposing the Motion, establish that Margaret Wu, as well as the Receiver, non-Debtor related parties HKS, Jeffrey Wu, and New Enterprise. He points out that the SCB Fee Objection makes clear that, although the Debtor contends it is solvent on a balance sheet basis, SCB effectively contends the Debtor is administratively insolvent ? unable to pay even the fees and expenses of the Debtor's former bankruptcy counsel and accountants, let alone those required under 11 U.S.C. Sec. 543. According to Mr. Fong, the Plan of the Debtor's current management is to abandon millions of dollars of assets (including claims against insiders) in favor of one or more of its related parties ? thus selectively benefiting some equity holders and shortchanging others (e.g., Margaret Wu and the Receiver of Phillip Wu's property). Appointment of a Chapter 11 trustee or conversion is the only way to prevent this result, Mr. Fong tells the Court. About Queen Elizabeth Realty Corp. Queen Elizabeth Realty Corp. filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 13-12335) on July 17, 2013. Jeffrey Wu signed the petition as president. Judge Stuart M. Bernstein presides over the case. Jonathan S. Pasternak, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, serves as the Debtor's counsel. The Debtor disclosed $20 million of total assets and $12 million of total liabilities in its Schedules. The petition was signed by Jeffrey Wu, president of QERC and owner of 1/3 of the Debtor's shares. Jeffrey Wu and Lewis Wu (brothers of Phillip Wu, brothers-in-law of Margaret Wu, each own 1/3 of the shares of the Debtor. QUIZNOS: Former Brass Fight to Keep Indemnification Claims Alive ---------------------------------------------------------------- Law360 reported that former executives of Quiznos, who want subsidiaries of the sandwich chain to indemnify them against fraud claims from ex-stakeholders stemming from the company's bankruptcy, fought to keep their Delaware Chancery case alive, arguing the units' are wrong in their reading of an indemnification agreement with the brass. Accordiing to the report, the Quiznos units, QCE Gift Card LLC, Quiz-Dia LLC and Quizmark LLC, say the relevant agreement only refers to the parent company and the former company leaders are reaching -- and trying to end-run provisions of Chapter 11 to halt lawsuits against debtors -- by seeking to have it enforced by three nondebtor subsidiaries. During a hearing in Chancery Court in Wilmington, attorneys for former Quiznos leadership -- including ex-CEO Greg MacDonald, ex-Chief Financial Officer Dennis Smythe and several others -- argued that it is the Quiznos units that are misreading, and language in the agreement clearly states they would be on the hook, the report related. The case is Meyers et al v. Quiz-Dia LLC et al, case number 9878, in the Delaware Court of Chancery. About Quiznos Denver-based Quiznos -- http://www.quiznos.com/-- is a chain designed for today's busy consumers who are looking for a high quality, tasty, freshly prepared alternative to traditional fast- food restaurants. With locations in 50 states and 30 countries, Quiznos is one of the world's premier quick-service restaurant chains and pioneer of the toasted sandwich; Quiznos restaurants offer creative, chef-created sandwiches and salads using premium ingredients. Quiznos was founded in 1981 by chefs who discovered that toasting brought out the best in every sandwich ingredient. QCE Finance LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on March 14, 2014. The lead case is QCE Finance LLC (Case No. 14-10543, Bankr. D.Del.). The case is assigned to Judge Peter J. Walsh. The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C. Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York. The Debtors' local counsel is Mark D. Collins, Esq., and Amanda Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington, Delaware. The Debtors' investment banker and financial advisor is Matthew J. Hart of LAZARD FRERES & CO. LLC. Paul Ruh, Mark A. Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the Debtors' restructuring advisors. Prime Clerk LLC serves as the Debtors' claims and noticing agent. The lead debtor, QCE Finance LLC, scheduled $736,858 in total assets plus "undetermined amounts". It scheduled $618,437,362 plus "undetermined amounts" as liabilities. The U.S. Trustee has appointed a seven-member official committee of unsecured creditors. The Committee has tapped Cousins Chipman & Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.; and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow- Bosshart, Esq., and David M. Posner, Esq., as counsel. Avenue Capital Management II, L.P. and its affiliates are represented by John J. Rapisardi, Esq., and Joseph Zujkowski, Esq., at O'Melveny & Myers LLP in New York. Fortress Investment Group and its affiliates are represented by Skadden Arps Slate Meagher & Flom's Van C. Durrer, Esq. Co-counsel to the Consenting First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R. Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht & Tunnell's Robert J. Dehney. Counsel to the First Lien Agent is Ropes & Gray's Mark R. Somerstein. Counsel to the Second Lien Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P. Kober, Esq. Counsel to Vectra Bank Colorado, National Association, is Kasowitz Benson's Adam L. Shiff, Esq. Quiznos' Plan of Reorganization was confirmed by the U.S. Bankruptcy Court in Wilmington, Delaware on May 12, 2014. The company on July 1, 2014, disclosed that it has successfully completed its financial restructuring and emerged from Chapter 11. RADIOSHACK CORP: Says Lenders Are Blocking Plan to Close Stores --------------------------------------------------------------- Drew Fitzgerald, writing for The Wall Street Journal, reported that a fight between RadioShack Corp. and some of its lenders has erupted during the crucial holiday season, threatening the retailer?s efforts to restructure its operations and avoid bankruptcy. According to the Journal, the standoff marks the second time this year that big cost-cutting initiatives at RadioShack have run into opposition from the lenders who just a year ago provided a $250 million lifeline that helped keep the electronics chain in business. Richard Collings, writing for The Deal, reported that RadioShack said it received notice from Salus Capital Partners LLC, the administrator for the retailer's $250 million term loan facility, that it has breached covenants related to a refinancing in early October struck with a group of investors led by hedge fund Standard General LP. RadioShack CEO Joe Magnacca claimed that Salus was attempting to "manufacture a problem" during the holiday shopping season, The Deal related. About Radioshack Corporation RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com-- is a national retailer of innovative mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. Radioshack reported a net loss of $400.2 million in 2013, a net loss of $139.4 million in 2012, and net income of $72.2 million in 2011. The Company's balance sheet at Aug. 2, 2014, showed $1.14 billion in total assets, $1.21 billion in total liabilities and a $63 million total shareholders' deficit. * * * As reported by the TCR on Sept. 15, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Fort Worth, Texas-based RadioShack Corp. to 'CCC-' from 'CCC'. "The downgrade comes as the company announced it will seek capital, and that such a transaction could include a debt restructuring in addition to store closures and other measures," said Standard & Poor's credit analyst Charles Pinson-Rose. In the Sept. 16, 2014, edition of the TCR, the TCR reported that Fitch Ratings had downgraded the Long-term Issuer Default Rating (IDR) for RadioShack Corporation (RadioShack) to 'C' from 'CC'. The downgrade reflects the high likelihood that RadioShack will need to restructure its debt in the next couple of months. The TCR reported on March 13, 2014, that Moody's Investors Service downgraded RadioShack Corporation's corporate family rating to Caa2 from Caa1. "The continuing negative trend in RadioShack's sales and margins has resulted in a precipitous drop in profitability causing continued deterioration in credit metrics and liquidity," Mickey Chadha, Senior Analyst at Moody's said. REALIZATION REHAB: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Realization Rehab, PLLC PO Box 131268 Tyler, TX 75713 Case No.: 14-60817 Nature of Business: Health Care Chapter 11 Petition Date: December 1, 2014 Court: United States Bankruptcy Court Eastern District of Texas (Tyler) Debtor's Counsel: Glen E. Patrick, Esq. MCNALLY & PATRICK, LLP 100 E Ferguson Street, Ste 400 Tyler, TX 75702 Tel: (903) 597-6301 Fax: (903) 597-6302 E-mail: gpoffice@suddenlinkmail.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Paul M. Buerger, managing member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txeb14-60817.pdf REVSTONE INDUSTRIES: Creditors' Committee Can Sue Hofmeister ------------------------------------------------------------ Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that U.S. Bankruptcy Judge Brendan L. Shannon in Delaware has signed an order allowing the Official Committee of Unsecured Creditors of Revstone Industries LLC to sue former Chairman George Hofmeister and others over claims of breach of duty and wrongful acts. According to the report, claims that may be brought by the committee on Revstone's behalf include those against the company's former officers, Hofmeister and entities affiliated with him for alleged breaches of duty and wrongful acts arising prior to the bankruptcy. About Revstone Industries et al. Lexington, Kentucky-based Revstone Industries LLC, a maker of truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 12-13262) on Dec. 3, 2012. Judge Brendan Linehan Shannon oversees the case. Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones LLP represent Revstone. In its petition, Revstone estimated under $50 million in assets and debts. Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del. Case No. 12-13263) on Dec. 3, 2012. Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No. 13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No. 13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013. Judge Shannon also oversees the cases. Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy counsel to Greenwood and US Tool. Greenwood estimated $1 million to $10 million in assets and $10 million to $50 million in debts. US Tool & Engineering estimated under $1 million in assets and $1 million to $10 million in debts. The petitions were signed by George S. Homeister, chairman. Metavation, also known as Hillsdale Automotive, LLC, joined parent Revstone in Chapter 11 (Bankr. D. Del. Case No. 13-11831) on July 22, 2013, to sell the bulk of its assets to industry rival Dayco for $25 million, absent higher and better offers. Metavation has tapped Pachulski as its counsel. Pachulski also serves as counsel to Revstone and Spara. Metavation also has tapped McDonald Hopkins PLC as special counsel, and Rust Consulting/Omni Bankruptcy as claims agent and to provide administrative services. Stuart Maue is fee examiner. Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq., Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble Carlyle Sandridge & Rice, LLP, represent the Official Committee of Unsecured Creditors in Revstone's case. Boston Finance Group, LLC, a committee member, also has hired as counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA Piper LLP. RURAL/METRO CORP: Has Pact to Continue Surprise Ambulance Service ----------------------------------------------------------------- Rusty Bradshaw, writing for Arizona.Newszap.com, reports that Surprise Fire and Medical Department Chief Tom Abbott has proposed a service model that would include an intergovernmental agreement between the city of Surprise, Arizona, and Rural/Metro of Oregon Inc. Newszap relates that under the plan, Rural/Metro will continue to provide two ambulances for Surprise. Fire and medical officials have met with Rural/Metro leaders, who said they would be supportive of other departments' CON applications, Newszap states, citing Mr. Abbott. According to Newszap, fire and medical department officials will buy two ambulances using $1.4 million borrowed from city funds. Newszap says that the loan will be repaid in 2016. The ambulances will start service in 2016 and will be based at fire stations 305, 15517 N. Parkview Place, and 306, 16645 W. Clearview Boulevard, and a third vehicle will be bought and be in service by 2017 to be based at Station 302, 18600 N. Reems Road, Newszap adds. About Rural/Metro Corp Headquartered in Scottsdale, Arizona, Rural/Metro Corporation -- http://www.ruralmetro.com-- is a national provider of 911- emergency and non-emergency interfacility ambulance services and private fire protection services, operating in 21 states and nearly 700 communities. Rural/Metro was acquired in 2011 in a leveraged buyout by Warburg Pincus LLC as part of a transaction valued at $676.5 million. Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-11952) on Aug. 4, 2013, before the U.S. Bankruptcy Court for the District of Delaware. Debt includes $318.5 million on a secured term loan and $109 million on a revolving credit with Credit Suisse AG serving as agent. There is $312.2 million owing on two issues of 10.125 percent senior unsecured notes. The Debtors' lead bankruptcy attorneys are Matthew A. Feldman, Esq., Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie Farr & Gallagher LLP, in New York. Maris J. Kandestin, Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware, serve as the Debtors' local Delaware counsel. Alvarez & Marsal Healthcare Industry Group, LLC, and FTI Consulting, Inc., are the Debtors' financial advisors, while Lazard Freres & Co. L.L.C. is their investment banker. Donlin, Recano & Company, Inc., is the Debtors' claims and noticing agent. The U.S. Trustee has appointed a three-member official committee of unsecured creditors in the Chapter 11 case. The Debtors have arranged $75 million of DIP financing from a group of prepetition lenders led by Credit Suisse AG. An interim order has allowed the Debtors to access $40 million of the DIP facility. The Debtors have filed a reorganization plan largely worked out before the Chapter 11 filing in early August. Existing shareholders receive nothing in the plan. The Company's debt includes $318.5 million on a secured term loan and $109 million on a revolving credit with Credit Suisse AG serving as agent. There is $312.2 million owing on two issues of 10.125 percent senior unsecured notes. Interested parties can also contact Rural/Metro's claims agent, Donlin, Recano & Company, Inc. directly by calling Rural/Metro's restructuring hotline at 212-771-1128. Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor, LLP are serving as legal counsel, Lazard Freres & Co. L.L.C. is serving as investment banker, and Alvarez & Marsal and FTI Consulting, Inc., are serving as financial advisors to Rural/Metro. Rural/Metro won confirmation of its First Amended Joint Chapter 11 Plan of Reorganization on Dec. 17, 2013. The Plan was declared effective, and Rural/Metro and its affiliates emerged from bankruptcy protection on Dec. 31. The Plan enabled unsecured noteholders to become controlling stockholders. Unsecured noteholders owed $312.2 million took all the new preferred stock and 70 percent of the common stock in return for a $135 million equity contribution through a rights offering. SEARS METHODIST: Selling Four Facilities for $62 Million -------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Sears Methodist Retirement System Inc., a nonprofit operator of senior living facilities and veterans' homes in Texas, has a contract for affiliates for Ensign Group Inc. to buy three more facilities for $42.5 million. According to the report, an affiliate of Evergreen Senior Living Properties LLC of Franklin, Tennessee, is under contract to buy the Meadow Lake Retirement Community in Tyler for $20 million. Unless outbid, Mission Viejo, California-based Ensign will pick up the Wesley Court Methodist Retirement Community in Abilene, the Parks Methodist Retirement Community in Odessa and the Craig Retirement Center in Amarillo, the report related. Moreover, unless outbid at a Dec. 17 auction, Ensign will buy the Mesa Springs Retirement Village in Abilene for $6.6 million. About Sears Methodist As a leading Texas senior living icon established on Christian principles, Sears Methodist Retirement System Inc. provides secure, rewarding, and luxurious residency to seniors. The system includes: (i) eight senior living communities located in Abilene, Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans homes located in El Paso, McAllen and Big Spring, Texas, managed by Senior Dimensions, Inc., pursuant to contracts between SDI and the Veterans Land Board of Texas; and (iii) Texas Senior Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA") and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as applicable, management and insurance services to the System. Sears Methodist Senior Housing, LLC, is the general partner of, and controls .01% of the interests in, Canyons Senior Living, L.P. ("CSL"). Sears Methodist and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14- 32821) on June 10, 2014. The cases are assigned to Judge Stacey G. Jernigan. The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob S. Frumkin, Esq., at DLA Piper LLP (US), in New York. The Debtors' financial advisor is Alvarez & Marsal Healthcare Industry Group, LLC, while the Debtors' investment banker is Cain Brothers & Company, LLC. The Debtors' notice, claims and solicitation agent is GCG Inc. The Debtors have sought and obtained an order authorizing joint administration of their Chapter 11 cases. The U.S. Trustee has appointed five members to the Official Committee of Unsecured Creditors. The Committee is represented by Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at Greenberg Traurig, LLP, in Dallas, Texas. SAMUEL WYLY: Assets Include Annuities and Pajamas ------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Samuel Wyly filed official lists showing assets of $382.8 million and debt totaling $246 million, including meticulous schedules of household furnishings, artwork and clothing, which includes four fleece jackets, eight pairs of underwear and three sets of pajamas. According to the report, Wyly's assets include a home on Beverly Drive in the exclusive Highland Park section of Dallas, which he lists at $12.1 million. Other assets include $249.4 million in annuities, about $85 million in stocks and interests in partnerships, $7.7 million in household furnishings, $6.1 million in art and $12.9 million in bank accounts, the report related. About Samuel Wyly Samuel Wyly filed for Chapter 11 bankruptcy protection on Oct. 19, 2014, 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). SENECA BIOENERGY: Case Summary & 15 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Seneca BioEnergy, LLC 500 Technology Farm Drive Geneva, NY 14456 Case No.: 14-21470 Chapter 11 Petition Date: December 1, 2014 Court: United States Bankruptcy Court Western District of New York (Rochester) Judge: Hon. Paul R. Warren Debtor's Counsel: William C. Rieth, Esq. WILLIAM C. RIETH, ESQ. 16 West Main Street, Suite 756 Rochester, NY 14614 Tel: (585) 232-6520 Fax: (585) 325-5348 E-mail: williamcrieth@yahoo.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Michael F. Coia, managing member. A list of the Debtor's 15 largest unsecured creditors is available for free at http://bankrupt.com/misc/nywb14-21470.pdf SGH ESCROW: Moody's Assigns B2 CFR & Rates $300MM Senior Notes B3 ----------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating (CFR) and a B2-PD Probability of Default rating to SGH Escrow Corporation. At the same time, Moody's assigned a B3 rating to SGH's $300 million of senior secured notes due in 2019. The notes are being issued as part of the funding supporting the proposed acquisition of the GRSA entities that comprise the global recycling and specification alloy business of Aleris International Inc. (Aleris). Upon consummation of the acquisition, SGH will be merged into Real Alloy Holding Inc (Real), which will assume the obligations under the notes. The notes will have a downstream guarantee from Real Alloy Intermediate Holding LLC, the direct parent of Real and upstream guarantees from certain existing and future domestic subsidiaries. As such, the notes have the same guarantee structure as the ABL facility. The ratings assume that the transaction will close upon the terms as outlined in Signature Group Holdings Inc's (Signature) filings. To the extent the acquisition does not close, the notes will be repaid from the escrow account at 101.2 plus accrued interest. The outlook is stable. This is the first time Moody's has rated Real. Assignments: Issuer: SGH Escrow Corporation Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured Regular Bond/Debenture (Local Currency), Assigned B3, LGD4 Outlook Actions: Issuer: SGH Escrow Corporation Outlook, Assigned Stable Real, ultimately a wholly owned subsidiary of Signature is the global recycling and specification alloy business being acquired by Signature from Aleris for a cash consideration of $495 million and a total consideration of $525 million. The acquisition and related fees will be financed through the senior secured note offering, an approximate $70 million draw on the company's ABL and factoring facilities, with the balance being met by an equity contribution from Signature and Series B preferred stock issued to Aleris, the latter ranging between $25 million and $30 million depending upon the amount raised by Signature in its common equity and rights offerings. Signature's equity contribution has back stop agreements in place and there is also a $300 million secured bridge facility in place with an initial tenor of 1 year and the ability to convert to a 4 year term loan. Signature's only current operating investment is in North American Breaker Company. Signature looks to acquire operating companies that will allow it to utilize its tax assets, which at December 31, 2013 had federal and state net operating loss carry forward of approximately $933 million. Ratings Rationale The B2 CFR considers Real's position as a leading recycler of aluminum, its strong customer base and its business footprint divided between tolling operations, which minimize aluminum price risk and working capital requirements, and buy/sell operations, which have a metal on margin conversion contribution profile. From a business profile perspective, the company is well positioned within its products and markets served. However, the rating incorporates the initial leverage position, as measured by the debt/EBITDA ratio, which Moody's estimate in the 5.2x-5.5x range pro-forma for the transaction, EBIT/interest of around 1.5x pro- forma for the transaction and relatively break even to modestly positive free cash flow generation. The rating also incorporates the view that expenses as a stand- alone company could be higher than contemplated as well as the relatively small revenue base of Real. Additionally, the rating incorporates the expectation that key tolling customers will continue operations at the current facilities served and that earnings, EBITDA and operating cash flow growth will be largely dependent upon the ability of Real to increase volumes. The rating also considers the potential for Signature to upstream dividends in order to meet its obligations, including those arising from ongoing litigation against the discontinued operations of SGGH LLC, the primary subsidiary of Signature. Real's operations have historically been conducted through two segments: Recycling and Specification Alloys North America (RSAA) and Recycling and Specification Alloys Europe (RSEU); Signature has not determined how these businesses will be reported going forward. RSAA accounted for roughly 68% of 2013 volume and approximately 65% of revenue. Operations involve either the tolling (roughly 53% of volume) of aluminum scrap and related by- products predominately within a closed loop system where Real's facilities are located near the customer's facility, particularly the automotive customers and aluminum scrap is melted and product redelivered, or buy/sell operations where aluminum scrap is purchased, remelted, and processed according to the customer's specifications. Products include the delivery of molten metal, ingot, and wrought or cast alloys based upon a customer' specification. Real enjoys strong customer relationships and customers include Alcoa, Kaiser Aluminum, General Motors, Chrysler, Daimler and Volkswagen. The automotive industry accounted for about 62% of volume in 2013, followed by consumer packaging at 21%. Real's business platform provides an underlying level of stability in that the tolling business is based upon a fee charged to convert metal while the buy/sell business is based upon a margin on metal construct. Between the tolling business and hedging activity undertaken, the company is approximately 66% protected against the movement in aluminum prices. In addition, aluminum scrap is typically sold at a discount to the LME providing an incremental spread, although there remains a risk that in tight scrap markets this relationship could shift. However, Moody's believe that measurable growth in earnings requires the ability to achieve increased volume levels. Nonetheless, given Real's position in the markets it serves, its end customer base, and the strength in the automotive market, Moody's expect Real to be able to generate minimum EBITDA of $85 to $90 million. Real's liquidity is supported by a $110 million asset backed credit facility (ABL) and a Euro 50 million factoring facility, available to the German subsidiary. The company's liquidity support is viewed as modest given that roughly $70 million of available facilities will be used in the funding of the acquisition and free cash flow is expected to be breakeven to modestly positive should capital expenditures continue at levels experienced in recent years ($37 million in 2013). The B3 rating on the senior secured notes reflects their weaker position and security in the overall capital structure behind the ABL and the priority payables. The stable outlook reflects Moody's expectation that Real's business platform and markets served will continue to support volumes, revenues and earnings such that EBITDA can be sustained at a minimum of $80 million over the next twelve to eighteen months. The rating could be downgraded should the EBIT margin be sustained at less than 4x or leverage, as measured by the debt/EBITDA ratio be sustained at more than 5x. The rating could be upgraded should the EBIT margin be sustained above 6x or leverage, as measured by the debt/EBITDA ration be no more than 3.5x. Real will initially be headquartered in Beachwood, Ohio. Revenues for the twelve months ended December 31, 2013 were $1.5 billion. Based upon carve out statements, revenues for the twelve months ended September 30, 2014 were $1.5 billion. The principal methodology used in this rating was Global Steel Industry published in October 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. SIGNATURE GROUP: S&P Assigns 'B' CCR & Rates $110MM Debt 'BB-' -------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B' corporate credit rating to Signature Group Holdings Inc. The outlook is stable. At the same time, S&P assigned its 'BB-' issue rating (with a '1' recovery rating) to the $110 million senior secured revolving credit facility and its B' issue rating (with a '3' recovery rating) to the $300 million senior secured notes of SGH Escrow Corp., an indirect subsidiary of Signature. Aleris Recycling Inc., also an indirect subsidiary of Signature, is a co-borrower of the revolving credit facility. The '1' recovery rating indicates S&P's expectation for very high (90% to 100%) recovery of principal, and the '3' recovery rating indicates S&P's expectation for meaningful (50% to 70%) recovery of principal in the event of payment default. "Our stable outlook on Signature reflects our expectation that EBITDA will grow modestly and small free operating cash flow deficits will be manageable in the next two years," said Standard & Poor's credit analyst Gail Hessol. S&P could lower its rating within the next year if the company experienced significant or persistent free operating cash flow (FOCF) deficits or other developments that reduced liquidity (cash and borrowing capacity) below $50 million. Large debt-financed acquisitions could also prompt S&P to consider a lower rating. S&P would consider raising its rating if it gained confidence that Signature would sustain adjusted leverage below 5x and an FFO-to- debt ratio greater than 12%. This would likely require the business to consistently generate FOCF and the use of equity to finance a portion of the acquisitions S&P expects. SIMPLY WHEELZ: Advantage Opco Can Amend Removal Notice ------------------------------------------------------ District Judge Joseph DiClerico, Jr., of the United States District Court for the District of New Hampshire granted Advantage Opco, LLC's motion for leave to file an amended notice of removal in the lawsuit brought against it by Merchants Automotive Group, Inc. In the same order, the Court denied Merchants' motion to remand the case. Merchants brought the action seeking a declaratory judgment to clarify the obligations of Advantage under a Master Lease Agreement. Merchants originally brought the lawsuit in New Hampshire state court, and Advantage removed the case to the District Court. Merchants is a New Hampshire-based retailer and wholesaler of motor vehicles. Advantage is a Florida limited liability company and operates a national car rental company that does business as "Advantage Rent-A-Car." Advantage's sole member is Advantage Holdco, Inc., a Delaware corporation with its principal place of business in Florida. Previously, Advantage was owned by Simply Wheelz, LLC. In April 2013, Wheelz and Merchants entered into the Lease, whereby Wheelz received approximately $58 million worth of automobiles to lease to its customers. In November 2013, Wheelz filed for Chapter 11 bankruptcy protection. During the pendency of the bankruptcy proceeding, a Canadian private equity firm successfully bid to acquire Wheelz's assets. After the closing of the acquisition, the private equity firm assigned its rights and obligations to Advantage, its affiliate and the defendant in this suit. Thus, at present, Advantage rents to its retail customers vehicles that are owned by Merchants and that Merchants leased to Wheelz pursuant to the Lease. Merchants seeks a declaratory judgment that Advantage is liable as a successor-in-interest to Wheelz under the Lease. The Plaintiff is represented by: Bruce W. Felmly, Esq. Steven J. Dutton, Esq. MCLANE GRAF RAULERSON & MIDDLETON PA City Hall Plaza 900 Elm Street Manchester, NH 03101 Telephone: (603) 628-1448 Facsimile: (603) 625-5650 E-mail: bruce.felmly@mclane.com steven.dutton@mclane.com The Defendant is represented by: Holly J. Barcroft, Esq. NIXON PEABODY LLP 900 Elm Street Manchester, NH 03101-2031 Telephone: (603) 628-4085 Facsimile: (866) 491-3034 E-mail: hbarcroft@nixonpeabody.com The case is Merchants Automotive Group, Inc., v. Advantage Opco, LLC, Case Nos. 14-CV-318-JD and 2014 DNH 241, in the United States District Court for the District of New Hampshire. A full-text copy of the XXX dated XXX is available at http://bit.ly/1ypiSsOfrom Leagle.com. About Simply Wheelz LLC Simply Wheelz LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5, 2013. The case is assigned to Judge Edward Ellingon. The Debtor disclosed $413,502,259 in assets and $322,230,695 in liabilities as of the Chapter 11 filing. The Debtor is represented by Stephen W. Rosenblatt, Esq., Christopher R. Maddux, Esq., J. Mitchell Carrington, Esq., and Thomas M. Hewitt, Esq., at Butler Snow LLP of Ridgeland, Mississippi. Simply Wheelz tapped EPIQ Bankruptcy Solutions LLC as noticing and claims agent, and Capstone Advisory Group, LLC, as financial advisor. As reported by the Troubled Company Reporter on Jan. 7, 2014, the Bankruptcy Court has approved the sale of substantially all of the Debtors' assets to The Catalyst Group, Inc., in exchange for the $46 million loan that is financing the Chapter 11 reorganization. SOLYNDRA LLC: Judge Rips Into Attys in Price-Fixing Docs Spat ------------------------------------------------------------- Law360 reported that a California federal magistrate judge chided attorneys in a price-fixing feud between bankrupt Solyndra LLC and a trio of Chinese solar-panel companies, calling their demand for Solyndra's financial files a "blunderbuss request" and accusing Solyndra of obscuring details on the files it has. According to the report, U.S. Magistrate Judge Elizabeth D. LaPorte said the solar companies' request -- for all the documents related to Solyndra's financial condition that it produced to the government during an investigation -- was far too broad and likely included many privileged files. The case is Solyndra, LLC v. Suntech Power Holdings Co., Ltd. et al., Case No. 4:12-cv-05272 (N.D. Calif.). About Solyndra LLC Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar photovoltaic solar power systems specifically designed for large commercial and industrial rooftops and for certain shaded agriculture applications. The Company had 968 full time employees and 211 temporary employees. Solyndra has sold more than 500,000 of its panels since 2008 and generated cumulative sales of over $250 million. Fremont, California-based Solyndra and affiliate 360 Degree Solar Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12799) on Sept. 6, 2011. Solyndra is at least the third solar company to seek court protection from creditors since August 2011. Judge Mary F. Walrath presides over the Debtors' cases. The Debtors are represented by Pachulski Stang Ziehl & Jones LLP as legal adviser. AlixPartners LLP serves as noticing claims and balloting agent. Imperial Capital LLC serves as the company's investment banker and financial adviser. The Debtors also tapped former Massachusetts Governor William F. Weld, now with the law firm McDermott Will & Emery, to represent the company in government investigations and related litigation. BDO Consulting, a division of BDO USA, LLP, as financial advisor and BDO Capital Advisors, LLC, serves as investment banker for the creditors' panel. The Official Committee of Unsecured Creditors of Solyndra LLC has tapped Blank Rome LLP as counsel and BDO Consulting as financial advisors. In October 2011, the Debtors hired Berkeley Research Group, LLC, and designated R. Todd Neilson as Chief Restructuring Officer. Solyndra owed secured lenders $783.8 million, including $527.8 million to the U.S. government pursuant to a federal loan guarantee, and held assets valued at $859 million as of the Petition date. The U.S. Federal Financing Bank, owned by the U.S. Treasury Department, is the Company's biggest lender. When they filed for Chapter 11, the Debtors pursued a two-pronged strategy to effectuate either a sale of their business to a "turnkey" buyer who may acquire substantially all of Solyndra's assets or, if the Debtors were unable to identify any potential buyers, an orderly liquidation of the assets for the benefit of their creditors. Solyndra did not receive acceptable offers to buy the business as a going concern. Two auctions late last year brought in a total of $8 million. A three-day auction in February generated another $3.8 million. An auction in June generated $1.79 million from the sale of 7,200 lots of equipment. Solyndra filed a liquidating plan at the end of July and scheduled a hearing on Sept. 7 for approval of the explanatory disclosure statement. The Plan is designed to pay 2.5% to 6% to unsecured creditors with claims totaling as much as $120 million. Unsecured creditors with $27 million in claims against the holding company are projected to have a 3% dividend. The TCR reported on Nov. 12, 2012, Bloomberg News said Solyndra LLC gave formal notice that its reorganization plan was confirmed and substantially consummated. The amended joint Chapter 11 plan became effective Nov. 7, according to a court filing that fixed Jan. 13 as the professional fee bar date and Dec. 7 as the bar for administrative claims. SOUTHEASTERN STUD: Bankruptcy Filing Stays Mill Steel Lawsuit ------------------------------------------------------------- In the district court case, THE MILL STEEL COMPANY, et al., Plaintiffs, v. SOUTHEASTERN STUD & COMPONENT, INC., et al., Defendants, Case No. 2:14-CV-1023-WKW (M.D. Ala.), Chief District Judge W. Keith Watkins in Alabama granted the Plaintiffs' Motion to Stay Litigation in Light of Bankruptcy. He denied all other pending motions as moot. Those motions are the Defendants' Motion for Preliminary and Permanent Injunction; and Plaintiffs' Motion to Expedite Hearing on Defendants' Motion for Injunction. A copy of the Court's November 26, 2014 Memorandum Opinion and Order is available at http://is.gd/ZBjqPdfrom Leagle.com. Southeastern Stud and Components, Inc., filed for Chapter 11 bankruptcy (Bankr. M.D. Ala. Case No. 14-32906) on October 24, 2014, listing under $1 million in both assets and debts. Lee R. Benton, Esq., at Benton and Centeno, LLP, serves as the Debtor's counsel. A copy of the petition is available at http://bankrupt.com/misc/almb14-32906.pdf Southeastern Stud & Components, based in Montgomery, first filed for Chapter 11 bankruptcy (Bankr. M.D. Ala Case No. 09-30765) on March 23, 2009. James L. Day, Esq., at Memory & Day, served as counsel in the 2009 case. A copy of the 2009 petition, including a list of the Debtor's largest unsecured creditors, is available for free at http://bankrupt.com/misc/almb09-30765.pdf The petition was signed by Kennon W. Whaley, Sr., chairman of the Company. SPECTRUM BRANDS: Moody's Rates on $250MM Sr. Unsecured Notes 'B3' ----------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to EUR150 million 2014 Euro Term Loan Facility and a B3 rating to the $250 million senior unsecured notes issued by Spectrum Brands, Inc. Net proceeds from the issuances will be used to 1) repay borrowings under its revolving credit facility, 2) fund previous and future acquisitions, 3) or general corporate purposes, which may include additions to working capital, additional debt repayments or investments. "The issuance will temporarily increase debt/EBITDA to over 5 times pro forma, but Moody's think leverage will be in the neighborhood of 4.5 to 5 times for the next year or so as the company repays debt with free cash flow and EBITDA increases," said Kevin Cassidy, senior credit officer at Moody's Investors Service. Pro forma debt/EBITDA includes the debt issuance and the LTM earnings from recent acquisitions -- Tell Manufacturing and P&G's European Pet Care Division. Ratings assigned: EUR150 million Euro Term Loan Facility due 2021 at Ba3, LGD3; $250 million senior unsecured notes due 2024 at B3, LGD5. Rating Rationale The B1 Corporate Family Rating reflects Spectrum's significant size with revenue around $4.4 billion ($4.7 billion pro forma) but also its high leverage and the aggressive financial policy of its largest shareholder. Debt/EBITDA is currently over 5 times pro forma, but Moody's expect it to approach 4.5 times in the next 12 -18 months. Ratings benefit from Spectrum's broad product diversification with products ranging from personal care items, to pet supplies, small appliances and residential locksets, but the rating is constrained by its competition with bigger and better capitalized companies. The rating reflects the shareholder oriented propensity of its largest shareholder, Harbinger Group. The rating also reflects Spectrum's general stability in operating performance and Moody's expectation that credit metrics will continue improving in the near to mid-term despite modest top line growth, soft spending by low income consumers and rising macro economic uncertainty. Spectrum's good liquidity profile as well as its broad international penetration are important positive rating factors, although there is some concentration in low growth Europe. The stable rating outlook reflects Moody's view that Spectrum will maintain a strong liquidity profile and sustain financial leverage, measured as debt to EBITDA, between 4.5 and 5 times. The biggest risks that could result in a downgrade are aggressive capital structure moves by Harbinger Group or a severe disruption in discretionary consumer spending. Key credit metrics driving a downgrade are debt/EBITDA sustained over 5.5 times and mid single digit EBIT margins (currently over 11%). The rating is unlikely to be upgraded until leverage significantly declines. Key credit metrics necessary for an upgrade would be debt/EBITDA sustained below 4 times and EBIT margins maintained in the mid teens. The principal methodology used in this rating was Consumer Durables Industry published in September 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Middleton, Wisconsin, Spectrum Brands, Inc. ("Spectrum Brands") is a global consumer products company with a diverse product portfolio including small appliances, consumer batteries, lawn and garden, electric shaving and grooming, residential locksets, pet supplies and household insect control. Sales for the twelve months ended September 30, 2014 approximated $4.4 billion ($4.7 billion pro forma for Tell Manufacturing and P&G's European Pet Care division). Harbinger Group, Inc. (B2 stable) owns almost 60% of Spectrum Brands. SPECTRUM BRANDS: S&P Rates $250 Million Notes Due 2024 'B' ---------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'BB' issue-level rating to Madison, Wis.-based Spectrum Brands Inc.'s proposed EUR150 million senior secured term loan due 2021, and its 'B' issue-level rating to the company's proposed $250 million senior unsecured notes due 2024. The recovery rating on the proposed term loan is '1', indicating that lenders could expect very high (90% to 100%) recovery in the event of a payment default. The recovery rating on the proposed unsecured notes is '5', indicating that lenders could expect modest (10% to 30%) recovery in the event of a payment default. S&P expects net proceeds from the transactions to be used to fund the acquisition of Procter & Gamble Co.'s European pet food business, to repay revolving credit facility borrowings, and for other general corporate purposes, including potentially providing funding for future acquisitions. S&P's ratings assume the transactions close on substantially the terms presented to S&P. All of S&P's existing ratings on the company, including its 'B+' corporate credit rating, are unchanged. The outlook is stable. Total debt outstanding pro forma for the proposed transactions is about $3.4 billion. "Our assessment that Spectrum Brands has a "fair" business risk profile is based on the intense competition it faces in several of its categories, particularly batteries -- where its Rayovac and Varta brands compete against industry leaders Energizer/Eveready and Duracell -- and home and garden -- where its various brands compete against well-known products sold by The Scotts Miracle-Gro Co. and S.C. Johnson & Son Inc. In addition, Spectrum Brands is subject to input cost volatility. We have also factored into our assessment the company's focus on recognizable value brands that have performed well over the last few years (particularly in developed markets where economic conditions remain generally weak), its good position in niche North American hardware and home improvement segments, and its product and geographic diversity, notwithstanding some moderate customer concentration," S&P said. "Our assessment that the company has an "aggressive" financial risk profile reflects our forecast for credit measure strengthening over the next 12 months, including improving leverage and funds from operations (FFO) to total debt to the low- 4x area and above 15%, respectively, compared to about 4.8x and 13%, respectfully, pro forma for the transactions. We forecast the company will generate close to $300 million discretionary cash flow after capital expenditures and dividends in fiscal 2015. Still, financial policy remains a key rating factor; we believe Spectrum Brands will continue to make acquisitions and potentially large, debt-financed transactions that may at least temporarily weaken credit ratios below levels indicative of the "aggressive" financial risk descriptor category, which include leverage between 4x-5x and FFO to total debt between 12%-20%," S&P added. RATING LIST Spectrum Brands Inc. Corporate credit rating B+/Stable/-- Ratings Assigned Spectrum Brands Inc. Senior secured EUR150 mil. term loan due 2021 BB Recovery rating 1 Senior unsecured $250 mil. notes due 2024 B Recovery rating 5 STARR PASS: U.S. Bank's Motion to Dismiss Chapter 11 Case Denied ---------------------------------------------------------------- U.S. Bankruptcy Judge Paul Sala has denied the motion of U.S. Bank N.A. to dismiss the Chapter 11 case of Starr Pass Residential LLC. However, the Motion to Dismiss is granted as to the request for relief from the automatic stay as to Block 14, and the automatic stay is lifted to allow for the Lender to exercise its remedies under applicable state law and to proceed with foreclosure of Block 14, without waiver of the 14 day stay period provided under Rule 4001(a)(3) of the Federal Rules of Bankruptcy Procedure. The Motion to Dismiss remains under advisement with respect to the request for relief from the automatic stay to allow continued litigation in the State Court Action as to Block B and the matter will be addressed by the Court at a hearing on the Motion to Abstain and/or Remand and Dismiss. About Starr Pass Residential Starr Pass Residential LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 14-09117) on June 12, 2014. Christopher Ansley signed the petition as authorized officer. Gust Rosenfeld, P.L.C., serves as the Debtor's counsel. The Debtor disclosed total assets of $7.40 million and liabilities of $146 million. The bankruptcy case was reassigned to Judge Eileen W. Hollowell because Judge Brenda Moody Whinery recused herself from hearing any matter on the Chapter 11 proceeding. * * * The U.S. Trustee for Region 14 informed the U.S. Bankruptcy Court for the District of Arizona that it was unable to appoint creditors form the Official Committee of Unsecured Creditors for the Chapter 11 case of Starr Pass Residential LLC because an insufficient number of persons holding unsecured claims against the Debtor have expressed interest in serving on a committee. STOCKTON, CA: Presses Judge for Bankruptcy Exit to Move Ahead ------------------------------------------------------------- Katy Stech, writing for The Wall Street Journal, reported that city leaders in Stockton, Calif., are urging a federal judge to let the city exit bankruptcy with a court-approved reorganization plan, despite an appeal of that proposal filed by mutual-fund giant Franklin Templeton Investments. According to the report, Stockton officials said the appeal from Franklin Templeton, which is arguing that the 300,000-resident city can afford to repay more money on the municipal bonds it issued, could take years to litigate, unfairly delaying payments to retired municipal workers who have agreed to give up their health-care benefits and accept a one-time payment instead. About Stockton, Calif. The City of Stockton, California, filed a Chapter 9 petition (Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28, 2012, becoming the largest city to seek creditor protection in U.S. history. The city was forced to file for bankruptcy after talks with bondholders and labor unions failed. Stockton estimated more than $1 billion in assets and in excess of $500 million in liabilities. The city, with a population of about 300,000, identified the California Public Employees Retirement System as the largest unsecured creditor with a claim of $147.5 million for unfunded pension costs. In second place is Wells Fargo Bank NA as trustee for $124.3 million in pension obligation bonds. The list of largest creditors includes $119.2 million owing on four other series of bonds. The city is being represented by Marc A. Levinson, Esq., and John W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP. The petition was signed by Robert Deis, city manager. Mr. Levinson also represented the city of Vallejo, Cal. in its 2008 bankruptcy. Vallejo filed for protection under Chapter 9 (Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating $500 million to $1 billion in assets and $100 million to $500 million in debts in its petition. In August 2011, Vallejo was given green light to exit the municipal reorganization. The Vallejo Chapter 9 plan restructures $50 million of publicly held debt secured by leases on public buildings. Although the Plan doesn't affect pensions, it adjusts the claims and benefits of current and former city employees. Bankruptcy Judge Michael McManus released Vallejo from bankruptcy on Nov. 1, 2011. The bankruptcy judge on April 1, 2013, ruled that the city of Stockton is eligible for municipal bankruptcy in Chapter 9. The Troubled Company Reporter, on Oct. 31, 2014, reported that Judge Christopher Klein confirmed the debt-adjustment plan by the city of Stockton, California, rejecting arguments that it unfairly discriminated among creditors by chopping a mutual fund's recovery to near zero while shielding city retirees from any impairment at all. * * * The Troubled Company Reporter, on Sep. 26, 2014, reported that Moody's Investors Service has affirmed the long-term ratings of the city of Stockton's (CA) water and sewer enterprises' debts at Ba1. Moody's have also changed the outlook on the city's water bond rating to developing from stable, while the developing outlook on the sewer system's rating remains the same. The TCR, on Nov. 10, 2014, reported that Moody's Investors Service has upgraded to Ba3 from Caa3 the City of Stockton's (CA) series 2006 lease revenue bonds and affirmed the city's 2007 pension obligation at Ca. Moody's have removed the developing outlook from the Series 2006 bonds and Moody's have removed the negative outlook from the Series 2007 bonds. The TCR, on Nov. 14, 2014, reported that Standard & Poor's Ratings Services raised its long-term rating and underlying rating (SPUR) to 'B-' from 'CCC' on the Stockton Public Financing Authority, Calif.'s series 2003A and 2003B certificates of participation (COPs) and its SPUR to 'B-' from 'CCC' on the authority's series 2006A lease revenue refunding bonds. Standard & Poor's also affirmed its 'CC' SPUR on Stockton Redevelopment Agency's series 2004 (arena project) revenue bonds. All series are appropriation obligations of Stockton. The outlook on the series 2003A and 2003B COP long-term rating and SPUR and on the 2006A lease revenue refunding bond SPUR is stable, and the outlook on the series 2004 revenue bond rating (arena project) is negative. SUNCHASE CAPITAL: Court Valued Parcel K Property at $201,290 ------------------------------------------------------------ Judge Mark A. Barnett of the U.S. District Court for the District of Maryland issued a memorandum opinion determining that the constructive trust on Parcel K will be valued at $201,290, in the lawsuit captioned Eun O. Kim, et al. v. Parcel K-Tudor Hall Farm, LLC, Case No. MAB 09-CV-1572. The case arises out of a constructive trust imposed in favor of Eun O. Kim and other investors, who contributed funds toward the purchase of a parcel of land, now owned by Defendant Parcel K- Tudor Hall Farm, LLC. The case is before the Court on remand from the United States Court of Appeals for the Fourth Circuit, which directed the Court to reconsider and, if appropriate, adjust the value of the Trust. In 2004, Sunchase Capital Partners XI, LLC, purchased 141 acres of real property from Tudor Hall Farm, Inc. As part of the overall transaction, a 7.88 acre piece of land, referred to as Parcel K and surrounded by the other acres (except where bordered by water), would be transferred to Defendant PK-THF. To fund the purchase, Sunchase sold Class A Membership shares to the Plaintiffs, among other investors. The Plaintiffs contributed $3.12 million toward the $15.5 million purchase price. In addition to obtaining title to the 141 acres, Sunchase assumed an 80% interest in PK-THF, and Tudor Hall Farm, Inc. assumed a 20% interest. When Sunchase had difficulty paying Tudor Hall Farm, Inc. on the Purchase Money Note, it sought an investment from William D. Pleasants. Through the 2003 Trust of the Descendants of William D. Pleasants, Jr., Pleasants invested $5.315 million in Sunchase in exchange for a Class A membership interest. At the time of this investment, the Plaintiff's investment represented 25% of the funds invested in Sunchase. The Pleasants Trust created Tudor Hall Funding, Inc. to manage its investment in Sunchase. Tudor Hall Funding subsequently bought the Purchase Money Note from Tudor Hall Farm, Inc. In 2007, Sunchase filed for Chapter 11 bankruptcy. Under the bankruptcy plan, it sold all of the Tudor Hall Farm property to Tudor Hall Funding, Inc. However, PK-THF retained title to Parcel K. The bankruptcy plan allowed Sunchase to assign its 80% membership interest in PK-THF to Tudor Hall Funding. In a separate transaction in 2009, Tudor Hall Funding acquired Tudor Hall Farm's 20% interest in PK-THF for $325,000. Tudor Hall Funding, thus, became the sole owner of PK-THF. The Plaintiffs are represented by: James P. Koch, Esq. LAW OFFICE OF JAMES P. KOCH 1101 St. Paul St., Suite 404 Baltimore, MD 21202 Telephone: (410) 539-7816 Facsimile: (410) 539-3957 E-mail: jameskoch@jpkochlaw.com The Defendant is represented by: Stephen A. Metz, Esq. Morton A. Faller, Esq. SHULMAN ROGERS GANDAL PORDY AND ECKER PA 12505 Park Potomac Avenue, 6th Floor Potomac, MD 20854 Telephone: (301) 230-6564 Facsimile: (301) 230-2891 E-mail: smetz@shulmanrogers.com mort@shulmanrogers.com A full-text copy of the Memorandum Opinion dated November 20, 2014, is available at http://bit.ly/1vYimnKfrom Leagle.com. Parcel K-Tudor Hall Farm, LLC, is a company created to own a real estate property. The property is a 7.88 acre piece of land, referred to as Parcel K. Based in Columbia, Maryland, Sunchase Capital Partners XI, LLC provides capital to high turnover business. The Debtor filed for chapter 11 protection on Sept. 10, 2007 (Bankr. D. Md. Case No. 07-18677). The Debtor scheduled total assets of $15,200,878 and total liabilities of $18,833,219. Sunchase tapped Saul Ewing LLP as its bankruptcy counsel. Sunchase and Tudor Hall Funding proposed a Chapter 11 plan that required Sunchase to sell 41 acres of real property to Tudor Hall Funding free of any liens, claims, and encumbrances to satisfy Sunchase's obligation under a Purchase Money Note. The plan allowed Sunchase to assign its 80% membership interest in Parcel K-Tudor Hall Farm, LLC, to Tudor Hall Funding. In a separate transaction, Tudor Hall Funding acquired Tudor Hall Farm's 20% interest in PK-THF, making Tudor Hall Funding the sole owner of all membership interests in PK-THF. On March 13, 2009, the bankruptcy court confirmed the proposed plan. SUPERIOR PLUS: S&P Assigns 'BB' Rating on New C$200MM Unsec. Notes ------------------------------------------------------------------ Standard & Poor's Ratings Services said it assigned its 'BB' issue-level rating, and '4' recovery rating, to Calgary, Alta.- based Superior Plus Corp.'s proposed C$200 million senior unsecured notes due 2021. The notes will be issued by wholly owned subsidiary Superior Plus L.P. The '4' recovery rating indicates S&P's expectation for average (30%-50%) recovery in the event of a default. S&P's recovery estimate for senior unsecured creditors falls in the upper half of the 30%-50% range. S&P expects the company to use the net proceeds to repay borrowings outstanding on its secured revolver and for general corporate purposes. Accordingly, S&P expects the notes will have limited impact on Superior Plus' leverage, and believe the company will remain within the tolerance levels for the rating, specifically adjusted debt-to-EBITDA below 4x in the next few years. "The 'BB' corporate credit rating and stable outlook on Superior Plus reflect what we view as the company's fair business risk profile and significant financial risk profile," said Standard & Poor's credit analyst David Fisher. S&P's 'BBB-' issue-level rating and '1' recovery rating on Superior's senior secured notes are unchanged. The '1' recovery rating indicates S&P's expectation of very high (90%-100%) recovery in the event of a default. RATINGS LIST Superior Plus Corp. Corporate credit rating BB/Stable/-- New Rating Superior Plus L.P. C$200M Sr unsecured notes due 2021 BB Recovery rating 4 TAHOE STATION: Case Summary & 2 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Tahoe Station, Inc. 913 Emerald Bay Road South Lake Tahoe, CA 96150 Case No.: 14-31725 Chapter 11 Petition Date: November 30, 2014 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Judge: Hon. Robert S. Bardwil Debtor's Counsel: Noel Knight, Esq. LAW OFFICES OF NOEL KNIGHT 710 W. 18th Street, Suite 2 Merced, CA 95340 Tel: 510-435-9210 E-mail: lawknight@hotmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Roman Singh, president. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/caeb14-31725.pdf TARRIE HYCHE: Alabama Court Awards $1.8-Mil. to Synovus Bank ------------------------------------------------------------ Judge Virginia Emerson Hopkins of the U.S. District Court for the Northern District of Alabama entered a memorandum of decision concluding that, as of November 20, 2014, Synovus Bank is entitled to judgment against Ralph Q. Summerford in the total amount of $1,821,414. The judgment includes (1) the outstanding principal balance of the Loan in the amount of $1,319,593, (2) the accrued interest on the Loan as of the November 10, 2014, trial in the amount of $268,210, (3) late fees in the amount of $13,458, (4) Synovus's pre- September 17, 2013 attorneys' fees and expenses in the amount of $121,751, (5) Synovus's post-September 17, 2013 attorneys' fees and expenses in the amount of $96,933, and (6) pre-judgment interest from November 11, 2014, through November 20, 2014, in the total amount of $1,466. Synovus is also awarded post-judgment interest on the unpaid, principal portion of Synovus's damage award at the contract rate of prime with a floor of 4% per annum, to be calculated on the basis of an Actual/360 computation. Synovus Bank filed a lawsuit against Ralph Q. Summerford and Tarrie Hyche in October of 2012 to recover amounts due on a commercial loan made to these individuals, jointly and severally. Mr. Hyche subsequently filed bankruptcy, and the Court dismissed him from this action without prejudice. Mr. Summerford answered and counterclaimed against Synovus. By memorandum opinion and partial final judgment order dated May 10, 2013, the Court dismissed Summerford's counterclaims with prejudice. The Loan was secured by three real estate parcels. As evidenced by the Foreclosure Deeds, Synovus conducted mortgage foreclosure sales of the parcels comprising the Real Property and was the prevailing bidder for the Real Property at the mortgage foreclosure sales. The Plaintiff is represented by: Jennifer Harris Henderson, Esq. Stewart M. Cox, Esq. BRADLEY ARANT BOULT CUMMINGS LLP One Federal Place 1819 Fifth Avenue North Birmingham, AL 35203 Telephone: (205) 521-8400 Facsimile: (205) 488-6400 E-mail: jhenderson@babc.com scox@babc.com The Plaintiff is represented by: Bruce L. Gordon, Esq. John G. Dana, Esq. GORDON DANA GILMORE & MANER LLC 600 University Park Pl Birmingham, AL 35209 Telephone: (205) 874-7951 Facsimile: (205) 776-6547 E-mail: bgordon@gattorney.com jdana@gattorney.com The case is Synovus Bank v. Ralph Q. Summerford, Case No. Case No. 2:12-CV-3598-VEH, in the United States District Court for the Northern District Alabama, Southern Division. A full-text copy of the November 20, 2014 memorandum of decision is available at http://bit.ly/1FIBSFVfrom Leagle.com. Tarrie Hyche filed for Chapter 11 bankruptcy (Bankr. N.D. Ala. Case No. 12-72304) on November 5, 2012. TEXOMA PEANUT: Gets Court Approval to Auction Off Assets -------------------------------------------------------- Texoma Peanut Co. and its two subsidiaries received approval from a bankruptcy judge to sell almost all of their assets at auction. Judge Tom Cornish of U.S. Bankruptcy Court for the Eastern District of Oklahoma approved last week a bidding process, which allows Texoma Peanut to solicit offers for the assets and hold an auction on Dec. 15. The company's lenders Wells Fargo Bank, N.A. and Wells Fargo Equipment Finance, Inc. are among the likely bidders expected to take part in the auction. They may credit bid their claims on the assets that constitute their collateral. Under the bidding process, bids on the assets must be received by the company's sales agent Lakeshore Food Advisors, LLC before Dec. 12, at 4:00 p.m. (prevailing Central Time). A court hearing to consider the sale of the assets to the winning bidder will be held on Dec. 17. Objections to the sale are due by Dec. 13. Early last month, Texoma Peanut completed the sale of its processing plant, including equipment used at the plant, in Madill, Oklahoma, to Golden Peanut Co., LLC. The sale of the assets, which constitute collateral of Great Western Bank, allowed the company to eliminate its debt to the bank which was owed as much as $11 million, court papers show. About Texoma Peanut Texoma Peanut Company was incorporated by Clint Williams in 1961 as a Southern Oklahoma bulk peanut drying, handling and storage operation, buying and storing peanuts for shellers. In 1968, The Clint Williams Company was established as a sheller and processor of peanuts for both seed and edible markets. Although The Clint Williams Company was later merged into TPC, the company continues to do its processed peanut business under the "Clint Williams Company" name which is the name known best in the domestic and international peanut industry. TPC and its subsidiaries own 15 buying points and storage facilities -- 4 in Oklahoma, 9 in Texas, and 2 in Mississippi. TPC owns 99% of Clint Williams Company- Western Division LLC and 100% of Clint-Co Peanut Company. TPC and two subsidiaries sought Chapter 11 bankruptcy protection (Bankr. E.D. Okla. Lead Case No. 14-81334) in Okmulgee, Oklahoma, on Nov. 6, 2014. The cases are assigned to Judge Tom R. Cornish. The judge has granted joint administration of the Chapter 11 cases. According to the docket, the Debtors' Chapter 11 plan and disclosure statement are due March 6, 2015. Creditors who are governmental entities have until May 9, 2015, to file claims. The Debtors have tapped Crowe & Dunlevy as counsel and Dixon Hughes Goodman as bankruptcy accountants. The Debtors say they have $49 million in assets. Secured debt includes $3.45 million owed to Wells Fargo Bank, N.A., and $2.33 million owed to Wells Fargo Equipment Finance. Wells Fargo Bank is represented by William L. Wallander, Esq., at VINSON & ELKINS LLP, in Dallas, Texas. As of the Petition Date, an official committee of unsecured creditors has not yet been appointed in the Cases. The Debtors sought bankruptcy for protection with plans to sell all of their core business assets and, thereafter, file a joint plan of reorganization. The Debtors expect that by Nov. 24, 2014, they will have obtained a court order approving the bid procedures and scheduling an auction date and final sale hearing. The Debtors intend to consummate the sale on or prior to Dec. 31, 2014. TLC HEALTH: Creditors' Meeting Adjourned to Dec. 12 --------------------------------------------------- The U.S. Trustee for Region 2 announced that the meeting of creditors of TLC Health Network has been adjourned to Dec. 12, at 12:00 p.m. The meeting of creditors will be held at Buffalo UST - Olympic Towers. The court overseeing the bankruptcy case of a company schedules the meeting of creditors usually about 30 days after the bankruptcy petition is filed. The meeting is called the "341 meeting" after the section of the Bankruptcy Code that requires it. A representative of the company is required to appear at the meeting and answer questions under oath. The meeting is presided over by the U.S. trustee, the Justice Department's bankruptcy watchdog. About TLC Health Network TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-13294) on Dec. 16, 2013. The petition was signed by Timothy Cooper as Chairman of the Board. The Debtor estimated assets of at least $10 million and debt of at least $1 million. Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., serves as the Debtor's counsel. Damon & Morey LLP is the Debtor's special health care law and corporate counsel. The Bonadio Group is the Debtor's accountants. Howard P. Schultz & Associates, LLC is the Debtor's appraiser. The case is assigned to the Hon. Carl L. Bucki. A three-member panel composed of Cannon Design, Chautauqua Opportunities, Inc., and Jamestown Rehab Services has been appointed as the official unsecured creditors committee. Bond, Schoeneck & King, PLLC is the counsel to the Committee. The Committee has tapped NextPoint LLC as financial advisor. Gleichenhaus, Marchese & Weishaar, PC is the general counsel for Linda Scharf, the Patient Care Ombudsman of TLC Health. TRILOGY INTERNATIONAL: S&P Affirms 'B-' Corp. Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B-' corporate credit rating on Trilogy International Partners LLC. At the same time, S&P affirmed the 'CCC' rating on the company's senior secured notes due 2016, which is two notches below S&P's corporate credit rating, reflecting the structurally subordinated position of the holding company's debt to its subsidiaries. The outlook remains stable. "Our ratings on Trilogy reflect the company's small scale amid a very competitive environment, some geographic diversity, and weak operating efficiency with margins below those of its peers," said Standard & Poor's credit analyst Marcela Duenas. S&P's assessment also considers Trilogy's exposure to relatively high country risk and strong regulatory environment. S&P expects the company to continue growing due to a larger subscriber base, a greater proportion of postpaid customers in its portfolio, and an increase in data services. S&P's ratings also incorporate its expectations for funds from operations (FFO) to debt below 12% and the company's negative cash flow ratios. S&P also anticipates FOCF will remain negative because of the capital-intensive nature of the industry. The two-notch difference between the rating on the notes and the corporate credit rating results from a ratio of priority debt to consolidated assets exceeding 30%, creating a material disadvantage to the holding company creditors in a bankruptcy or liquidation scenario. TRULAND GROUP: WARN Claimants Can Proceed as Class -------------------------------------------------- Bankruptcy Judge Brian F. Kenney in Alexandria, Virginia, denied the request of the Chapter 7 Trustee of Truland Group Inc. to dismiss a lawsuit alleging violations of the Worker Adjustment and Retraining Notification (WARN) Act. The Court held that the Plaintiffs' claims, if allowed, will be entitled to administrative priority under Section 503(b)(1)(A)(ii) of the Bankruptcy Code, and that the class action mechanism is superior to requiring the filing of hundreds of applications for administrative expenses in these cases, subject to class certification under Fed.R.Civ.P. Rule 23(b). The Complaint alleges that as of July 18, 2014, the Debtors were operating an electrical contractor business with approximately 1,000 full and part-time employees. It alleges that on or about July 21, 2014, the Debtors terminated all of their employees. The Plaintiffs allege that the Debtors violated the WARN Act by failing to give the required 60 days' notice in advance of their terminations. The case is, SATINA MATTHEWS SUMMER JAMES, Plaintiffs, v. TRULAND GROUP, INC., et al., Defendants, Adv. Proc. No. 14-01136-BFK (Bankr. E.D. Va.). A copy of the Court's November 26, 2014 Memorandum Opinion and Order is available at http://is.gd/3JR29I from Leagle.com. Truland Group Inc. designs and installs electrical infrastructure. The entities sought Chapter 7 protection after halting operations. On July 23, 2014, each of the Debtors filed a voluntary petition under Chapter 7 of the Bankruptcy Code. The lead voluntary Chapter 7 case is In re The Truland Group Inc., 14-bk-12766, U.S. Bankruptcy Court, Eastern District of Virginia (Alexandria). The cases are being jointly administered, but are not substantively consolidated. Klinette H. Kindred, Esq., is the duly appointed Chapter 7 Trustee. She may be reached at: Klinette H. Kindred, Esq. TYLER, BARTL, RAMSDELL AND COUNTS PLC 300 N Washington St Alexandria, VA 22314 Tel: 703-549-5000 Fax: 703-549-5011 TRUMP ENTERTAINMENT: Makes Union Offer to Keep Taj Mahal Open ------------------------------------------------------------- Sherri Toub, a bankruptcy columnist for Bloomberg News, reported that Trump Entertainment Resorts Inc. made a "last-ditch effort" that it said would restore full healthcare to its unionized employees and allow for the casino to stay open. According to the report, in a Nov. 21 letter to Unite Here Local 54 union official C. Robert McDevitt, Trump Entertainment Chief Executive Officer Robert F. Griffin proposed restoring the healthcare benefits to the employees for at least two years and contributing 81 cents per hour worked by those employees to a new pension plan. In exchange, Mr. Griffin said the union would have to drop its appeal of a court order allowing the cancellation of its labor contract and support the company's efforts to emerge from bankruptcy, the report related. About Trump Entertainment Resorts Trump Entertainment Resorts Inc., owner of the Atlantic City Boardwalk casinos that bear the name of Donald Trump, returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept. 9, 2014, with plans to shutter its casinos. TER and its affiliated debtors own and operate two casino hotels located in Atlantic City, New Jersey. TER said it will close the Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104. The Debtors have sought an order authorizing the joint administration of their Chapter 11 cases and the consolidation thereof for procedural purposes only. Judge Kevin Gross presides over the Chapter 11 cases. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing and claims agent. TER estimated $100 million to $500 million in assets as of the bankruptcy filing. The Debtors as of Sept. 9, 2014, owe $285.6 million in principal plus accrued but unpaid interest of $6.6 million under a first lien debt issued under their 2010 bankruptcy-exit plan. The Debtors also have trade debt in the amount of $13.5 million. The U.S. Trustee for Region 3 on Sept. 23 appointed seven creditors of Trump Entertainment Resorts, Inc., to serve on the official committee of unsecured creditors. The Committee tapped Gibbons P.C. as its co-counsel, the Law Office of Nathan A. Schultz, P.C., as co-counsel, and PricewaterhouseCoopers LLP as its financial advisor. TRUMP ENTERTAINMENT: Wants Atlantic City's Tax Debt Auction Nixed ----------------------------------------------------------------- Law360 reported that Trump Entertainment Resorts Inc. and its top lender, Carl Icahn, objected to Atlantic City, New Jersey's request to auction tax certificates for $22 million the company allegedly owes, arguing the casino operator's turnaround plan could be derailed if it's saddled with tax liabilities that aren't yet finally adjudicated. According to the report, in separate filings in Delaware bankruptcy court, Trump Entertainment and Icahn said they would be severely prejudiced by the auction, which assumes Atlantic City will prevail in the debtors? appeals over the tax assessments, when the matter hasn't been properly heard and could greatly reduce Trump Entertainment?s tax burden. The auction could make it more difficult for Trump Entertainment to stay on course to reorganize debts for the faltering Taj Mahal, its last remaining casino, the report related. About Trump Entertainment Resorts Trump Entertainment Resorts Inc., owner of the Atlantic City Boardwalk casinos that bear the name of Donald Trump, returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept. 9, 2014, with plans to shutter its casinos. TER and its affiliated debtors own and operate two casino hotels located in Atlantic City, New Jersey. TER said it will close the Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104. The Debtors have sought an order authorizing the joint administration of their Chapter 11 cases and the consolidation thereof for procedural purposes only. Judge Kevin Gross presides over the Chapter 11 cases. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing and claims agent. TER estimated $100 million to $500 million in assets as of the bankruptcy filing. The Debtors as of Sept. 9, 2014, owe $285.6 million in principal plus accrued but unpaid interest of $6.6 million under a first lien debt issued under their 2010 bankruptcy-exit plan. The Debtors also have trade debt in the amount of $13.5 million. The U.S. Trustee for Region 3 on Sept. 23 appointed seven creditors of Trump Entertainment Resorts, Inc., to serve on the official committee of unsecured creditors. The Committee tapped Gibbons P.C. as its co-counsel, the Law Office of Nathan A. Schultz, P.C., as co-counsel, and PricewaterhouseCoopers LLP as its financial advisor. ULTURA (LA): Gets Interim Loan to Accompany Global Deal ------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Ultura (Oceanside) Inc. nailed down a global settlement between the Official Committee of Unsecured Creditors and secured lender UAC Finance Inc., as prospective buyer, enabling the bankruptcy court to grant interim approval for an $801,000 loan from the buyer. As previously reported by The Troubled Company Reporter, citing Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, Ultura entered into a global settlement with the Creditors' Committee and UAC underwhich UAC will provide as much as $635,000 to pay some suppliers in full and set aside another $700,000 in trust to cover wind-down costs and claims of other unsecured creditors. UAC will also pay $2.25 million to Dr. Hans J. Rohrer, one of the biggest creditors, in full satisfaction of his claim. About Ultura (LA) Houston-based Endeavour International Corporation (NYSE: END) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. On Oct. 10, 2014, Endeavour International and five affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code after reaching a restructuring deal with noteholders. The cases are pending joint administration under Endeavour Operating Corp.'s Case No. 14-12308 before the Honorable Kevin J. Carey (Bankr. D. Del.). As of June 30, 2014, the Company had $1.55 billion in total assets, $1.55 billion in total liabilities, $43.70 million in series c convertible preferred stock and a $41.48 million total stockholders' deficit. The Debtors have tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; The Blackstone Group L.P., as financial advisor; AlixPartners, LLP, as restructuring advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. Ultura (LA) Inc. filed a voluntary Chapter 11 petition (Bankr. D. Del. Case No. 14-12382) on Oct. 20, 2014 in Long Beach, California, James E. O'Neill, Esq., of PACHULSKI STANG ZIEHL & JONES LLP at Wilmington, in California, serves as counsel to the Debtor. The Debtor estimated up to $10 million in assets and up to $50 million in liabilities. An affiliate, Ultura (Oceanside) Inc., sought Chapter 11 protection (Case No. 14-12383) on the same day. ULTURA (LA): Gets New UAC Sale Contract After Global Settlement --------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Ultura (Oceanside) Inc., a developer of water treatment products marketed under the Rochem and Sepro brands, entered into a global settlement agreement with its Official Committee of Unsecured Creditors and a new sale contract with secured lender UAC Finance Inc. According to the report, when Ultura filed a Chapter 11 petition in October, it had a contract already negotiated for UAC to buy the business in exchange for debt and payment of some unsecured claims, but the Creditors' Committee objected to some aspects of the sale. The settlement calls for UAC to provide as much as $635,000 to pay some suppliers in full and set aside another $700,000 in trust to cover wind-down costs and claims of other unsecured creditors, the report related. In addition, UAC will pay $2.25 million to Dr. Hans J. Rohrer, one of the biggest creditors, in full satisfaction of his claim, the report further related. About Ultura (LA) Houston-based Endeavour International Corporation (NYSE: END) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. On Oct. 10, 2014, Endeavour International and five affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code after reaching a restructuring deal with noteholders. The cases are pending joint administration under Endeavour Operating Corp.'s Case No. 14-12308 before the Honorable Kevin J. Carey (Bankr. D. Del.). As of June 30, 2014, the Company had $1.55 billion in total assets, $1.55 billion in total liabilities, $43.70 million in series c convertible preferred stock and a $41.48 million total stockholders' deficit. The Debtors have tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; The Blackstone Group L.P., as financial advisor; AlixPartners, LLP, as restructuring advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. Ultura (LA) Inc. filed a voluntary Chapter 11 petition (Bankr. D. Del. Case No. 14-12382) on Oct. 20, 2014 in Long Beach, California, James E. O'Neill, Esq., of PACHULSKI STANG ZIEHL & JONES LLP at Wilmington, in California, serves as counsel to the Debtor. The Debtor estimated up to $10 million in assets and up to $50 million in liabilities. An affiliate, Ultura (Oceanside) Inc., sought Chapter 11 protection (Case No. 14-12383) on the same day. UNITEK GLOBAL: Investors Win Access to Emails in Ch. 11 Fight ------------------------------------------------------------- Law360 reported that Red Oak Partners LLC, a shareholder aiming to challenge UniTek Global Services Inc.'s prepackaged Chapter 11 plan, won access to emails related to the bankrupt company's prepetition marketing but lost a bid to get additional documents from the telecommunications services contractor. According to the report, U.S. Bankruptcy Judge Peter J. Walsh granted in part the discovery request by shareholders Red Oak and John Randall Waterfield, a member of Red Oak's board of directors, ruling that UniTek should turn over emails concerning its unsuccessful sale process, rejecting the company's claim that doing so would be unfeasible given the sheer volume of communication. As previously reported by The Troubled Company Reporter, citing Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, Red Oak Partners and John Randall Waterfield complained that the plan is the result of UniTek's "abandonment" of existing equity and the strategy of term-loan lenders to acquire all the reorganized company's stock by using a "depressed and flawed valuation thesis and a lightning-quick Chapter 11 process." About UniTek Global Services UniTek Global Services, Inc., based in Blue Bell, Pennsylvania, provides fulfillment and infrastructure services to media and telecommunication companies in the United States and Canada. On Nov. 3, 2014 UniTek Global and nine subsidiary companies filed petitions in the United States Bankruptcy Court for the District of Delaware seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Judge Judge Peter J. Walsh. The Debtors are seeking to have their cases jointly administered for procedural purposes, with pleadings to be maintained on the case docket for UniTek Global Services, Inc., Case No. 14-12471. The Debtors have tapped Morgan, Lewis & Bockius LLP as counsel; Young, Conaway, Stargatt & Taylor, LLP, as co-counsel; Miller Buckfire & Co. LLC, as financial advisor; Protiviti Inc., and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. As of Sept. 30, 2014, the Debtors have 2,500 employees, substantially all of whom are full-time. UniTek Global reported a net loss of $52.07 million on $472 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $77.7 million on $438 million of revenues in 2012. The Company's balance sheet at March 29, 2014, showed $250 million in total assets against $257 million in total liabilities. US CELLULAR: Fitch Rates New Sr. Unsecured Notes 'BB+' ------------------------------------------------------ Fitch Ratings has assigned a 'BB+ (EXP)' rating to United States Cellular Corp.'s (USM) proposed senior unsecured notes offering. Proceeds will be used for general corporate purposes, including working capital, capital expenditures and potential spectrum purchases. USM's Issuer Default Rating (IDR) is 'BB+' with a Stable Outlook. USM's ratings consider the consolidated ratings at Telephone and Data Systems, Inc. (TDS), which also has an IDR of 'BB+' and a Stable Rating Outlook. Key Rating Drivers The 'BB+' IDR reflects the challenges USM's wireless operations face in the highly competitive wireless environment, which has led to weak EBITDA margins and lower EBITDA. While subscriber trends in core markets have begun to stabilize in the second half of 2014, operating profitability in 2014 is expected to be suppressed due to billing system issues early in the year as well as higher losses on equipment driven by strong smartphone sales. Postpaid subscriber additions at USM have been under material pressure for several years. In the fourth quarter of 2013, USM began selling the iPhone which Fitch believes may reduce voluntary churn over time, and should the company succeed in improving gross additions, may eventually lead to subscriber growth. As results stabilize and potentially improve, increased losses on equipment are expected as USM loads more costly 4G LTE smartphones onto its network, with the impact being offset by increased service revenue over time. Losses on equipment could come down if there is a strong uptake of equipment installment plans. The ratings at TDS and USM reflect the current strong liquidity position owing to the substantial cash balances, conservative balance sheet, undrawn revolving credit facilities and long dated maturities. The consolidated company does not have any material maturities until 2033. Fitch expects TDS's gross leverage to rise to approximately 3.0x - 3.1x at yearend 2014, up from 2.1x at year-end 2013. Fitch has included a portion of partnership distributions (at a level which Fitch views is sustainable) received from entities it does not control in its calculations. Assuming participation in upcoming wireless spectrum auctions, the sale of its non-core tower business and continued wireless network investment, Fitch expects leverage to remain around the 3.0x - 3.1x level in the intermediate term. Fitch expects free cash flow (FCF) levels in 2014 and 2015 to be negative due to the continued high level of capital investment and weaker wireless performance. The sale of non-core assets has mitigated the effect of negative FCF on USM and TDS. USM is in the process of selling the wireless towers located in the Chicago and St. Louis markets that were sold to Sprint. This follows the sale of certain wireless spectrum licenses in 2013 and 2014 for more than $400 million. In relation to its total outstanding debt of $1.72 billion at Sept. 30, 2014, TDS has relatively high balances of cash and short-term investments, which amounted to $573 million and $40 million, respectively. Per policy, the company's maturities are very long. The earliest notes at TDS are due in 2045 ($116 million) and at USM the earliest maturity is in 2033 ($532 million). At TDS, the $400 million, undrawn revolving credit facility matures in December 2017, and at USM, the $300 million undrawn revolving credit facility also matures in December 2017. Rating Sensitivities Negative Rating Action: Longer term, Fitch believes TDS's and USM's ability to grow revenues and cash flows while competing effectively against much larger national operators is key to maintaining their 'BB+' IDRs. In addition, if gross leverage-- calculated including partial credit for material wireless partnership distributions in EBITDA--approaches 3.5x, a negative action could be contemplated. Positive Rating Action: Fitch believes that competitive factors, current subscriber trends and the company's relative position in the wireless industry would not likely allow a positive rating action at this time. US CELLULAR: Moody's Assigns Ba1 Rating on New Sr. Unsecured Notes ------------------------------------------------------------------ Moody's Investors Service assigned a Ba1 rating to United States Cellular Corporation ("US Cellular" or "USM") proposed offering of senior unsecured notes. The company's other ratings and negative outlook remain unchanged. The company expects to use the proceeds for general corporate purposes. Moody's has taken the following rating actions: United States Cellular Corp. Senior Unsecured Notes: Rated Ba1, LGD3 Ratings Rationale USM's Ba1 senior unsecured debt rating reflects the company's modest leverage, good liquidity, and several valuable non-core investments that could be monetized in order to provide additional financial flexibility. USM's rating is constrained by the intense competitive challenges that it faces as a relatively small regional wireless operator. US Cellular had endured 18 consecutive quarters of postpaid subscriber losses amid heightened competitive activity (when it did not have the ability to offer its customers the iPhone) and execution mistakes (complications during the billing system conversion) before the most recent quarter (3Q 2014) when it added 52,000 postpaid subscribers. Nevertheless, Moody's believe that USM's lack of scale, even with crisp execution, will limit the company's ability to significantly improve its margins and thus materially grow earnings and cash flows over the next few years. Consequently, leverage at USM is likely to remain elevated over the next few years. Since Moody's expects increasing competitive challenges to constrain USM's ability to grow its earnings and cash flows, a rating upgrade is unlikely at this time. The failure to sustain recent positive subscriber trends will have a negative ratings impact as will additional debt financed investments. Specifically, if leverage is likely to be above 3.50x (Moody's adjusted) for an extended period and free cash flow remains negative, another rating downgrade is likely. Also, a decision by USM to sell assets (i.e. spectrum, towers) and return all proceeds to shareholders could also lead to a ratings downgrade. The principal methodology used in this rating was Global Telecommunications Industry published in December 2010. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. US CELLULAR: S&P Rates Up to $500MM New Unsecured Notes 'BB' ------------------------------------------------------------ Standard & Poor's Ratings Services said it assigned its 'BB' issue-level rating and '3' recovery rating to United States Cellular Corp.'s proposed senior unsecured notes. U.S. Cellular Corp., an 84%-owned operating subsidiary of U.S. diversified telecommunications services provider Telephone and Data Systems Inc., recently announced board authorization to issue up to $500 million in new debt securities. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%) recovery for lenders in the event of a default. Although S&P believes that recovery for unsecured debtholders under the current capital structure would likely be higher, it caps the recovery rating on unsecured debt issued by companies in the 'BB' rating category at '3' to account for the greater risk of recovery prospects being impaired due to incremental debt issuance prior to default. S&P expects the company will use proceeds from the planned debt issuance to fund capital expenditures, spectrum purchases, and to supplement its liquidity position. The 'BB' corporate credit rating and stable outlook remain unchanged. Pro forma for the full $500 million debt raise, S&P expects lease- and pension-adjusted debt to EBITDA would increase to 3.6x in 2014 from 2.3x as of Sept. 30, 2013, declining to the low-3x area in 2015. S&P expects funds from operations to debt will be in the low- to mid-20% area over the next few years. RATINGS LIST Telephone and Data Systems Inc. United States Cellular Corp. Corporate Credit Rating BB/Stable/-- New Rating United States Cellular Corp. Senior Unsecured Notes BB Recovery Rating 3 WILLIAMSON MURRAY: Exemption Upheld in Circuit Court ---------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the U.S. Court of Appeals for the 10th Circuit in Denver joins a growing list of appellate courts upholding the constitutionality of so-called bankruptcy-specific exemptions. According to the report, in an individual's bankruptcy case, U.S. Circuit Judge Carlos F. Lucero upheld the lower courts and said bankruptcy-specific state exemptions pass constitutional muster. Judge Lucero said that a 1991 10th Circuit case called Kulp upheld similar exemptions under constitutional attack, the report related. The case is Williamson v. Murray (In re Murray), 13-034, U.S. 10th Circuit Bankruptcy Appellate Panel (Denver). YMCA MILWAUKEE: Files Reorganization Plan, Has Bank Group Support ----------------------------------------------------------------- The YMCA of Metropolitan Milwaukee filed its formal plan of reorganization with the U.S. Bankruptcy Court for the Eastern District of Wisconsin on Nov. 30, 2014. The Company feels the Plan will be 100% consensual among the entire bank group, and hopes to receive full trade creditor approval as well. The Company has requested a hearing date as early as possible to approve the Plan, with the hope of exiting Chapter 11 as soon as late January 2015. The restructuring process has included: -- sale of over 70% of the Company's owned properties; -- sale of the Company's former charter school, the Young Leaders Academy; -- transferring select programs to organizations better- equipped to run them long-term; -- finalizing the difficult process of reducing staff by 55% to better align with its smaller footprint; -- beginning to selectively rebuild the leadership team to help drive future revenue growth, especially in the areas of sales and development/donor relations; and -- negotiating the distribution of available sale proceeds, cash and assets to repay as much debt as possible, while preserving a viable go-forward financial and operating model. The Plan and go-forward strategy is the result of months of respectful, collaborative work involving the organization, its creditors, its employees and the broader community. The Company's go-forward strategy involves a more rational revenue mix, a smaller footprint and fewer programs that are now realigned for greater impact. If the Plan is approved by the Court, the Company will emerge from Chapter 11 debt free and better positioned to carry out its vision of a stronger, healthier Milwaukee where families of all incomes and backgrounds truly thrive. "We are grateful for the remarkable support of BMO Harris Bank and the other participating banks, as well as members of the community who have stepped up with their own philanthropy to make the transitions to Milwaukee College Prep and our neighboring YMCA's possible. As the result of the generosity of so many, we have been able to devise a solution that preserves our ability to provide much needed services to our members and the community while repaying our creditors what was possible," said Bob Venable, Chairman of the Board of the YMCA of Metropolitan Milwaukee. ""Throughout the restructuring process, we have made the necessary but difficult decisions to address our financial and operating challenges, reduce the size and scope of our organization and realign our operations and revenue model. Thanks to the hard work of our team and the support this plan has received from the banks, our employees, members and the broader community, we will be well- positioned to emerge from Chapter 11 a stronger, more focused organization poised to truly deliver upon our mission in Milwaukee." Specifically, the Company will be transitioning away from programs and services not core to its mission, and instead refocusing its work in its strongest areas: health and wellness and non-academic youth development. The Company will place a priority emphasis on programs dedicated to swim education, corporate and community wellness, senior wellness and socialization, before- and after- school care, and day and overnight camps, in addition to fitness programming at its centers. In doing so, the Company will be adapting its traditional center-based model and making a far greater effort to bring its programs out to the community through partnerships with schools, corporations, parks, counties, municipalities and other non-profits that can both help drive down costs and increase reach and effectiveness. "Since we began to meaningfully confront our challenges, we have met with a wide-ranging representation of our community: members, employees, political leaders, business leaders, community leaders, among others. The resounding emphasis among the hundreds we've met with has been: 'The Y Matters and is Worth Saving,'" said Julie Tolan, President and Chief Executive Officer of the YMCA of Metropolitan Milwaukee. "This plan is not only a reflection of negotiations with our creditors; it importantly is also a representation of what the community needs from the Y, and positions us to be a true champion of families in their efforts to lead healthy, productive lives. As we move forward, I speak for our entire organization when I say we are grateful for this second chance and are humbled by the tremendous support we have received from every corner of the community." About YMCA Milwaukee The Young Men's Christian Association of Metropolitan Milwaukee, Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014. YMCA Milwaukee, which has more than 100,000 members using its centers and camps, plans to sell a majority of its owned real estate to help pay down $29 million in debt. YMCA Milwaukee estimated $10 million to $50 million in both assets and liabilities. YMCA Academy estimated $100,000 to $500,000 in both assets and liabilities. The formal schedules of assets and liabilities are due June 18, 2014. The cases are assigned to Judge Susan V. Kelley. The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz, Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel. ZHONE TECHNOLOGIES: Has $2.7-Mil. Net Loss in Third Quarter ----------------------------------------------------------- Zhone Technologies, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $2.7 million on $29.44 million of net revenue for the three months ended Sept. 30, 2014, compared with net income of $1.6 million on $31.51 million of net revenue for the same period in the prior year. The Company's balance sheet at Sept. 30, 2014, showed $69.6 million in total assets, $33.5 million in total liabilities and total stockholders' equity of $36.2 million. Although the Company generated net income for the year ended Dec. 31, 2013, the Company has incurred net losses in prior years and for the three and nine months ended Sept. 30, 2014, and there can be no assurance that the Company will continue to generate net income in any future period. A copy of the Form 10-Q is available at: http://is.gd/ZOKKq3 Oakland, Calif.-based Zhone Technologies, Inc. (NASDAQ: ZHNE) is a global leader in all IP multi-service access solutions, serving more than 750 of the world's most innovative network operators. * 15 Individual Ch. 7 Filings in Lancaster, PA ---------------------------------------------- LancasterOnline reports that 15 individuals in Lancaster County filed for Chapter 7 bankruptcy in the U.S. Bankruptcy Court for the Eastern District of Pennsylvania, from Nov. 18 to 24. LancasterOnline says the Chapter 7 filers include: a. Louis S. Disano, at 100 block of Whitney Road; b. Wayne P. and Jo A. Hall, at 2300 block of Wilkes Road; c. Harry A. Hankle, at 2400 block of State Street, East Petersburg; d. Douglas M. Patches, at first block of Brooklane Court, Elizabethtown; e. Francisco Jr. and Andrea M. Rivera, at 1000 block of Williamsburg Road; f. Edward W. Craig, at 600 block of New Dauphin Street; g. Robert W. and Tammy A. Ferrell, at 200 block of North Ridge Road, Reinholds; h. Frederick Carl Jr. and Heidi Rudl Zimmerman, at first block of East Chestnut Street, Ephrata; i. Teresa W. Scott, at 300 block of South Rockford Road, Mountville; j. Michael A. Benefiel, at 100 block of Groffdale Drive, Quarryville; k. Ashley Lauren Charley, at first block of Park Lane, Mountville; l. Debra Jean Forney, at 800 block of Mount Gretna Road, Elizabethtown; m. Roberto Antonio Echavarria, at 209 Zwecker Circle, New Holland; n. Paul R. and Barbara L. Miccolupi, at 3600 block of Lynne Lane, Millersville; and o. Angelica C. Masser, at first block of West High Street, Elizabethtown. LancasterOnline adds that there were also three Chapter 13 bankruptcy filings: a. David A. Lesher, at 200 block of East Main Street, Adamstown; b. Jason E. and Brenda S. Hughes, at 100 block of Pommel Lane, Marietta; and c. Kevin Brewer, at 624 Florin Avenue, Mount Joy, and Kimberly Brewer, at 766 Knoll Drive, Mount Joy. * Amended Bankruptcy Rules Became Effective Dec. 1 -------------------------------------------------- A number of amendments to the Federal Rules of Practice and Procedure and official bankruptcy forms became effective December 1, 2014. The changes to the Federal Rules follow recommendations by the Judicial Conference of the United States, review by the Supreme Court, and consideration by Congress. The amendments affect the Appellate, Civil, Criminal, Bankruptcy and Evidence Rules. The Federal Rules of Practice and Procedure govern the conduct of trials, appeals, and cases under Title 11 of the United States Code. In the Rulemaking process, it usually takes two to three years for a proposal to be enacted as a rule. The Judicial Conference Committee on Rules of Practice and Procedure reviews the findings of its advisory committees, and determines whether to recommend Judicial Conference approval of the proposed rules amendments. If the Conference approves the amendments, it transmits them to the Supreme Court. The Court considers the proposals and, if it concurs, officially promulgates the revised rules by order before May 1, to take effect no earlier than December 1 of the same year, unless Congress enacts legislation to reject, modify, or defer the pending rules. * House Approves Bank Bankruptcy Bill ------------------------------------- Ronald Orol, writing for The Deal, reported that the House of Representatives has voted to approve a bipartisan bill amending the bankruptcy code for large financial institutions as part of an ongoing response to the 2008 collapse of Lehman Brothers. According to the report, the bill H.R. 5421, titled the Financial Institution Bankruptcy Act of 2014 or FIBA, seeks to ensure that a failing big bank can employ the traditional bankruptcy process in a way that doesn't cause collateral damage to the global financial markets. The bill, which is supported by Wall Street, is intended to drive failing banks to employ bankruptcy instead of an alternative system set up by the post-crisis Dodd-Frank Act known as the Orderly Liquidation Authority, the report related. * Lawyer Called Sociopath by Judge Suspended From Pa. Bar --------------------------------------------------------- Law360 reported that a Pennsylvania attorney who was called a sociopath by a federal judge, and is facing a bankruptcy court investigation into allegations he overcharged retainer fees, was suspended for three years over separate claims he mismanaged client trust accounts. According to the report, the Pennsylvania Supreme Court accepted the state disciplinary board's joint petition with Jason Joseph Mazzei of Mazzei & Associates, suspending him until 2017. As previously reported by The Troubled Company Reporter, citing Bill Rochelle, a bankruptcy columnist for Bloomberg News, Mr. Mazzei had an appeal dismissed in which he was trying to disqualify U.S. Bankruptcy Judge Thomas P. Agresti from presiding over any of his cases. The Bloomberg report said Chief Bankruptcy Judge Jeffrey A. Deller in Pittsburgh in April called on Judge Agresti to preside over a district-wide investigation into Mr. Mazzei's conduct and decide whether he could continue representing bankrupts. At a hearing in May 2013, Judge Agresti called Mr. Mazzei a "sociopath," prompting the lawyer to ask for another judge to handle the disciplinary proceedings. The case is Office of Disciplinary Counsel v. Jason Joseph Mazzei, case number 45 DB 2012, in the Supreme Court of Pennsylvania. * US DOJ Collects $24.7 Billion in Penalties from Big Banks ----------------------------------------------------------- Andrew Ramonas, writing for Legal Times, reported that the U.S. Department of Justice in fiscal 2014 secured $24.7 billion from its cases, more than tripling its haul from fiscal 2013. According to the report, U.S. Attorney General Eric Holder Jr. announced that the money flows mostly from deals JPMorgan Chase & Co. and Citigroup Inc. reached to settle financial fraud claims stemming from the 2008 financial crisis. The settlements with the banks accounted for $20 billion of DOJ's collection, the report related. * Wells Fargo 'Living Will' Passes But Needs Work, Fed Says ----------------------------------------------------------- Law360 reported that two federal banking regulators tacitly approved Wells Fargo & Co.'s proposal for keeping its own theoretical bankruptcy from tearing down the U.S. financial system, but said that the plan could use some improvements going forward. According to the report, the Federal Reserve and Federal Deposit Insurance Corp. said that they had completed a review of the bank's 2014 resolution plan and that it showed improvements from the previous year's and progress on problems the agencies identified in earlier guidance, according to a joint statement. * Blank Rome Adds Veteran Bankruptcy Attorney in New York --------------------------------------------------------- Blank Rome LLP announced that Rick Antonoff joined the Firm as a Partner in the Finance, Restructuring, and Bankruptcy group. Mr. Antonoff brings nearly 25 years of bankruptcy law experience to the Firm, with added emphasis on cross-border cases and insolvency issues arising in structured finance, securitization, and derivatives. He is based in the Firm's New York office. "We are thrilled to welcome Rick to Blank Rome," said Alan J. Hoffman, Chairman and Managing Partner. "With the economy continuing to recover from the financial crisis, we are seeing more leveraged and high-yield financings, more cross-border transactions, more distressed investing, and more risk-taking as lenders and investors look for new avenues for growth. Rick's extensive experience advising top tier financial institution creditors and investors makes him an excellent fit for our Firm and our clients." Mr. Antonoff joins Blank Rome from the Financial Restructuring Group at Clifford Chance. In his practice, he represents secured and unsecured creditors, official and ad-hoc committees, investors, and other parties in bankruptcy proceedings, out-of- court restructuring, commercial litigation, financing, and distressed mergers and acquisitions. Mr. Antonoff represented major creditors in some of the largest Chapter 11 cases, including Arcapita, Refco, American Airlines, LA Dodgers, GSC Group, Extended Stay Hotels, and HearUSA. He also represented a member of the bank steering committee in several of the monoline insurance company restructurings, including Ambac, FGIC, and MBIA. Along with his work for leading financial institutions, Mr. Antonoff advised private equity firms such as Fortress and C-III Capital, and operating companies such as Siemens, Mitsui, GDF Suez, and The Hisense Group (China). A growing facet of his practice is cross-border bankruptcies and transactions, especially in Latin America, where he was U.S. bankruptcy counsel to Varig Airlines, and advises clients with interests in the Argentina bonds litigation. "With companies chasing higher returns and increasing their focus on global expansion, Rick's years of restructuring and cross- border experience will further strengthen the Firm's resources in New York and provide enhanced capabilities in working with businesses in foreign countries," said Regina Stango Kelbon, Co- Chair of the Finance, Restructuring, and Bankruptcy group. Mr. Antonoff added, "I'm excited to join a Firm that is known for its strength in financial services and has a deep and nationally recognized leading bankruptcy practice. Key areas that support my practice?banking and finance, commercial real estate, structured finance, litigation, and M&A, to name a few?are strong here, and complement the work I do for my clients." Mr. Antonoff received his JD, cum laude, from Cardozo Law School where he was Senior Editor of Law Review, and his BA from Binghamton University. He is a member of the Bankruptcy and Corporate Reorganization Committee of the New York City Bar Association, and Chair of the Subcommittee on Intercreditor Issues; the Business Law Section of the American Bar Association; and the American Bankruptcy Institute. He recently served as a Board Member and Secretary of New York Junior Tennis & Learning, the largest tennis and education-themed community not-for-profit organization in the U.S. Mr. Antonoff may be reached at: Rick Antonoff, Esq. BLANK ROME LLP The Chrysler Building 405 Lexington Avenue New York, NY 10174-0208 Tel: (212) 885-5327 Fax: (212) 885-5001 * Jonathan Loeb, Jeffrey Rosenfeld Join Blank Rome's L.A. Office ---------------------------------------------------------------- Blank Rome LLP on Dec. 1 disclosed that Jonathan A. Loeb and Jeffrey Rosenfeld have joined the Firm's Corporate Litigation group as Partner and Of Counsel, respectively. Mr. Loeb brings more than twenty years of complex litigation experience to the Firm, with a practice that ranges across several industries, including entertainment, real estate, and healthcare law. Mr. Rosenfeld also has a breadth of experience, with a practice that includes litigation involving corporate governance, entertainment, intellectual property, and bankruptcy. Both Mr. Loeb and Mr. Rosenfeld join Blank Rome's Los Angeles office from Bingham McCutchen LLP, where Mr. Loeb served as Managing Partner of the firm's Santa Monica office and Chair of the Entertainment, Media and Communications group. "We are thrilled to welcome Jon and Jeff in our Los Angeles office. Their combined litigation experience within the entertainment, real estate, and healthcare spaces is a perfect complement to the innovative work we're doing in the region," said Alan J. Hoffman, Chairman and Managing Partner. "This past year has been one of significant and strategic growth for us on the West Coast, and Jon and Jeff will help to further strengthen our regional presence and global capabilities." Mr. Loeb has represented studios and television networks and affiliates, film financiers, and production companies in a variety of types of intellectual property and entertainment litigation. In addition, he counsels clients in real estate disputes involving fiduciary duties and creditors' rights. In the ever-changing healthcare industry, Mr. Loeb represents provider groups and physician management companies in a range of commercial litigation. "My decision to join Blank Rome was based upon a number of factors, and in particular, I was extremely impressed with the Firm's collaborative nature," said Mr. Loeb. "I am excited to play a role in helping to expand the breadth of the Firm's offerings in this period of growth, and am confident that Blank Rome will provide me with an excellent platform to continue to build my practice and effectively serve my clients." Mr. Rosenfeld's clients include officers and directors of businesses in the technology, finance, and homebuilding industries, as well as actors, musicians, producers, authors, and other creative talent. In addition to his commercial litigation practice, Mr. Rosenfeld also represents high-profile individuals facing cybersecurity and personal security threats. Mr. Rosenfeld has been named six times as a Southern California Rising Star by Super Lawyers. He added, "I'm looking forward to expanding the Firm's presence in Los Angeles and contributing to its award- winning Corporate Litigation group." Mr. Loeb and Mr. Rosenfeld are joining a number of new additions to the Los Angeles office's Corporate Litigation group. Most recently are Frank Kaplan and Ken Meyers, Partner and Of Counsel, respectively. In July, the Firm welcomed Partners Joshua Briones and Ana Tagvoryan to the group. Earlier this year, the Firm expanded significantly on the West Coast with the addition of 21 attorneys in Los Angeles and San Francisco. Mr. Loeb sits on the Board of Governors for the Association of Business Trial Lawyers, and writes and lectures on commercial litigation and legal ethics issues. Mr. Rosenfeld serves on the Judicial Elections Evaluation Committee of the Los Angeles County Bar, and has been published in the areas of special masters, electronic discovery, and bankruptcy. Both Mr. Loeb and Mr. Rosenfeld also have significant charitable interests, having worked with The Legal Aid Foundation of Los Angeles, Election Protection, and the ACLU. Mr. Loeb earned his JD from the University of Southern California Law School, and his BA from the University of California, Berkeley, where he graduated Phi Beta Kappa. Mr. Rosenfeld earned his JD from Harvard Law School, has advanced degrees from Princeton University and The University of Chicago, as well as a BA from the University of California, Berkeley, where he graduated Phi Beta Kappa. About Blank Rome LLP With 500 attorneys serving clients around the globe, Blank Rome -- http://www.blankrome.com-- is an international law firm representing businesses and organizations ranging from Fortune 500 companies to start-up entities. Founded in 1946, Blank Rome advises clients on all aspects of their businesses, including commercial and corporate litigation; consumer finance; corporate, M&A, and securities; environmental, energy, and natural resources; finance, restructuring, and bankruptcy; intellectual property and technology; labor and employment; maritime, international trade and government contracts; matrimonial; products liability, mass torts, and insurance; real estate; tax, benefits, and private client; and white collar defense and investigations. Blank Rome also represents pro bono clients in a wide variety of cases and matters. ********* 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 ***