/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150123.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, January 23, 2015, Vol. 19, No. 23 Headlines 22ND CENTURY: Announces First Shipments of RED SUN Cigarettes ADVANCED MICRO: Incurs $364 Million Net Loss in Fourth Quarter AP-LONG BEACH: Files Schedules of Assets and Liabilities AP-LONG BEACH: Wants Court to Set Claims Bar Date ARCHDIOCESE OF ST PAUL-MINNEAPOLIS: Court Puts Case Into Mediation ASSOCIATED WHOLESALERS: Has Until March 9 to File Plan ATLANTIC CITY, NJ: Bankruptcy Possible as Gov. Names Manager BAXANO SURGICAL: Committee Taps Pillsbury Winthrop as Counsel BAXANO SURGICAL: Committee Taps Urbanowicz to Identify Buyers BINDER & BINDER: Selects Lowenstein Sandler as Counsel BOMBARDIER INC: CDS Widens 70% on Cash Flow Concerns, Fitch Says BON-TON STORES: Posts 5.3% Comparable Store Hike in Holiday Sales BOOMERANG SYSTEMS: Appoints CEO and COO CAESARS ENTERTAINMENT: Can Hire Prime Clerk as Claims Agent CAESARS ENTERTAINMENT: Has Interim Approval to Use Cash Collateral CAESARS ENTERTAINMENT: Has Until March 17 to File Schedules CAESARS ENTERTAINMENT: Ill. Court Issues Joint Admin. Order CAESARS ENTERTAINMENT: Proposes to Continue Surety Bond Program CAESARS ENTERTAINMENT: Taps Prime Clerk as Claims Agent CANARSIE CAPITAL: Collapses, Losses Slash Assets to $200,000 CHESAPEAKE ENERGY: S&P Revises Outlook to Stable & Affirms BB+ CCR CLAYTON WILLIAMS: S&P Alters Outlook to Neg, Affirms BB- Rating CLOUDEEVA INC: Court Approves Chrysalis Mgt. as Financial Advisor CLOUDEEVA, INC: Former VP Hammel Objects to Gray as Trustee COMMUNITY HEALTH: To Close Racine Community Health Center COUNTRY STONE: Lender Hikes Financing Commitment to $35M COYOTES HOCKEY: Court Sides With Jerry Moyes in Lawsuit by NHL CREEKSIDE ASSOCIATES: Jan. 28 Hearing on Dilworth as Counsel CROSSFOOT ENERGY: Files Schedules of Assets and Liabilities CRYOPORT INC: Issues $450,000 Secured Promissory Notes CURO HEALTH: Moody's Assigns B3 CFR & Rates New 1st Lien Loan B2 CURO HEALTH: S&P Assigns 'B' CCR & Rates $425MM 1st Lien Debt 'B' DAHL'S INC: Finds Separate Buyer for Iowa Real Estate DANIEL GORDON: Ex-Wall Street Trader Hid Millions From Court DEB STORES: Has Final Authorization for $25-Mil. DIP Financing DENBURY RESOURCES: S&P Revises Outlook to Neg. & Affirms 'BB' CCR DEWEY & LEBOEUF: Former Dewey Executives Settle $22 Million Suit DIGITAL RIVER: Moody's Assigns B2 CFR & Rates 1st Lien Debt B1 DIGITAL RIVER: S&P Assigns Preliminary 'B-' CCR; Outlook Stable DOMARK INTERNATIONAL: Incurs $756,000 Net Loss in Nov. 30 Qtr. EINSTEIN NOAH: S&P Affirms 'B+' CCR then Withdraws Rating ENERGY FUTURE: American Stock Appointed as Committee Member ENERGY FUTURE: Needs More Time to Continue Plan Discussions ENRIZON WORLDWIDE: Case Summary & 11 Largest Unsecured Creditors EVERYWARE GLOBAL: Gets Another NASDAQ Noncompliance Notice EXPRESS LLC: Buyout Termination No Impact on Moody's Ba3 Rating FANNIE MAE: FHFA Releases 2015 Corporate Performance Goals FISKER AUTOMOTIVE: Committee's Professionals Won't Get Extra Pay FREE LANCE-STAR: Court Confirms Plan; Budget Updated G-STAR SCHOOL: S&P Revises Outlook to Stable & Affirms 'B+' Rating GASFRAC ENERGY: Launching Sale and Investment Solicitation Process GASFRAC ENERGY: Seeks Joint Administration of Ch. 15 Cases GASFRAC ENERGY: U.S. Court Issues Joint Administration Order GASFRAC ENERGY: U.S. Court Issues Temporary Restraining Order GENERAL MOTORS: 2nd Cir. Flips Ruling on JPMorgan Term Loan GOLD RIVER VALLEY: Section 341(a) Meeting Set for Feb. 20 GOLDEN LAND: Operating Trustee Wants to Hire LaMonica as Counsel GOLDEN STATE: S&P Withdraws 'B-' Rating on Debt Redemption GREYSTONE LOGISTICS: Incurs $796,000 Net Loss in Fiscal Q2 GRIDWAY ENERGY: Has Until April 6 to File Plan HEALTHSOUTH CORP: Moody's Hikes Sr. Unsecured Notes Rating to Ba3 HEARTLAND DENTAL: Add-on Loan No Impact on Moody's B3 CFR HEARTLAND DENTAL: S&P Retains 'B' Rating After $75MM Debt Add-On HERRING CREEK: Asks Court to Set Claims Bar Date HIPCRICKET INC: Proposes Rust Omni as Claims Agent HIPCRICKET INC: Seeks Approval of SITO-Led Auction in February HOLOGIC INC: Moody's Affirms B2 CFR & Changes Outlook to Positive HRK HOLDINGS: LT Care Line of Credit Extended Until March 31 HUTCHESON MEDICAL CENTER: Committee Taps HMP as Finc'l. Advisor HUTCHESON MEDICAL: Insurance Premium Finance Deal with IPFS OK'd KID BRANDS: Has Authority to Obtain Postpetition Financing KIP AND ANDREA: Case Summary & 8 Largest Unsecured Creditors KOOSHAREM LLC: S&P Revises Outlook to Positive & Affirms 'B-' CCR LEGACY RESERVES: S&P Revises Outlook to Neg. & Affirms 'B+' CCR LIBERTY TIRE: Moody's Lowers Corporate Family Rating to 'C' LORILLARD INC: Has Agreement to Settle Merger-Related Suit LOS GATOS: Wants to Keep Eastdil as Broker Until June 30 MAGNUM HUNTER: S&P Lowers CCR to 'CCC+'; Outlook Negative MCCLATCHY CO: Operations VP Robert Weil to Retire MEGA RV: Has Until Feb. 23 to Propose Plan of Reorganization MINERAL PARK: Sale of Closed Mohave County Mine Okayed MISSISSIPPI PHOSPATES: Jonathan J. Nash Approved as CRO MONROE HOSPITAL: Wins OK to Reject Medicaid Agreements MOTORS LIQUIDATION: GUC Trust Administrator Files Reports MT. GOX: Jitters After Bitstamp Suspends Services NAARTJIE CUSTOM: Feb. 3 Hearing on Bid for Exclusivity Extensions NATIONAL SPORTS ACADEMY: Files for Ch 11 Bankruptcy Protection NATURAL MOLECULAR: Defends Sale to YourCode; APA Revised NAZARETH LIVING: Fitch Affirms 'BB' Rating on $7.3MM Revenue Bonds NEXSTAR BROADCASTING: Moody's Rates New Unsecured Bonds 'B3' NEXSTAR BROADCASTING: S&P Revises Outlook & Affirms 'B+' CCR NEXT 1 INTERACTIVE: Incurs $2.5 Million Net Loss in Nov. 30 Qtr. OPTIMA SPECIALTY: Moody's Revises Outlook on B2 CFR to Negative OXYSURE SYSTEMS: Re-Appoints Julian Ross as Chairman and CEO PACE HOMES: Case Summary & 6 Largest Unsecured Creditors PACIFIC SANDS: Judson Just Quits as CFO PLATTSBURGH SUITES: Section 341(a) Meeting Scheduled for Feb. 12 PMC MARKETING: Court Rules in Clawback Suit Against DDC PODS LLC: Moody's Assigns B2 CFR & Rates 1st Lien Debt B1 PORT AGGREGATES: Can File Schedules & Statement Until January 30 PORT AGGREGATES: Jan. 27 Hearing on Bid for Trustee or Examiner QUALITY LEASE: Wants Plan Filing Deadline Moved to March 1 QUIGLEY CO: Pfizer Not Liable for Death Caused by Bankrupt Unit RECYCLE SOLUTIONS: Taps James McClogan as Special Counsel REGAL ENTERTAINMENT: S&P Removes 'B+' CCR From CreditWatch Neg. REVSTONE INDUSTRIES: Disclosures OK'd, Plan Hearing on March 5 REVSTONE INDUSTRIES: Settles for $2 Million With Cayman Fund ROOSTER ENERGY: S&P Lowers CCR to 'CCC-'; Outlook Negative SABINE OIL: S&P Revises Outlook to Negative & Affirms 'B' CCR SARALAND LLLP: District Judge Court Bars Harrell Appeals SEANERGY MARITIME: Incurs $1 Million Net Loss in Third Quarter SEARS HOLDINGS: Home Depot, et al., to Benefit Most in Bankruptcy SEATTLE JEWELRY: Case Summary & 20 Largest Unsecured Creditors SHASTA ENTERPRISES: Hank Spacone Approved as Chapter 11 Trustee SIGA TECHNOLOGIES: Committee Defends Guggenheim Hiring SIGA TECHNOLOGIES: Creditors Object to Plan Filing Extension Bid SIGLO REAL: Case Summary & 10 Largest Unsecured Creditors SIMPLEXITY LLC: Case Converted to Chapter 7 With Parties' Consent SKYWAY PROPERTIES: Case Summary & 5 Largest Unsecured Creditors SM ENERGY: S&P Revises Outlook to Stable & Affirms 'BB' CCR SOLENIS INT'L: Clearwater Deal No Impact on Moody's B3 Rating SORT-RITE INT'L: Case Summary & 15 Top Unsecured Creditors SOUTHERN PACIFIC: Seeks Bankruptcy in Canada TARGETED MEDICAL: Sells $650,000 in Convertible Debenture TEXOMA PEANUT: US Trustee Unable to Appoint Creditors' Committee TRANSGENOMIC INC: Issues $925,000 Additional Notes TRIGEANT HOLDINGS: Bankruptcy Court Rules on PDVSA Claim US CELLULAR: S&P Assigns 'BB' Rating on $225MM Unsecured Loan VERTICAL COMPUTER: To be Issued a Continuation Patent on Feb. 3 VIOLIN MEMORY: Has Insufficient Cash to Support Operations WARREN RESOURCES: S&P Lowers CCR to 'B-'; Outlook Stable WATERSCAPE RESORT: Slapped With Sanctions Over Discovery Abuses WAVE SYSTEMS: Receives Noncompliance Notice from NASDAQ WESTMORELAND COAL: Unit Gets Imminent Danger Order WET SEAL: Closes 2 Milwaukee Locations WPX ENERGY: S&P Lowers CCR to 'BB' on Lower Price Deck Assumptions [*] Randall Rios Joins Hughes Watters' Business Bankruptcy Practice [^] BOOK REVIEW: The Rise and Fall of the Conglomerate Kings ********* 22ND CENTURY: Announces First Shipments of RED SUN Cigarettes -------------------------------------------------------------- 22nd Century Group, Inc., announced that its factory in North Carolina, which is now a participating manufacturer under the U.S. tobacco Master Settlement Agreement, has begun shipping RED SUN super-premium cigarettes. Designed to appeal to discriminating consumers and positioned to compete with leading brands like Marlboro, Camel, and Natural American Spirit, RED SUN is initially being offered to independent distributors and specialty retailers located in select markets such as New York City, Los Angeles, San Diego, Las Vegas, Boulder and Portland. RK Company, Inc, d.b.a. Cigar Cartel, a licensed stamping agent in California, Washington, Oregon, Idaho, Arizona, Texas, Nevada, and Wyoming and once the largest independent distributor of Natural American Spirit cigarettes in Southern California, was among the first to order RED SUN. Trey Prevost, the president and owner of RK Co, Inc., stated "RED SUN is exactly what my customers want: A great tasting, highly differentiated product that is exclusive to specialty stores... a much better cigarette than the mass market brands... made by a company that truly values its retailer and distributor partners. The 22nd Century Group Trade Partners Program makes it a no-brainer for retailers to carry and promote RED SUN." The Company previously established its Trade Partners Program as a strategic incentive plan to give eligible cigarette distributors and retailers the opportunity to earn publicly tradable shares of the Company's common stock in consideration for purchases of the Company's RED SUN brand of cigarettes. Participating distributors will earn $1.00 worth of 22nd Century common stock as a rebate for each carton of RED SUN purchased in 2015 and participating retailers will earn $3.00 worth of 22nd Century common stock as a rebate for each carton of RED SUN purchased in 2015. Mr. Prevost went on to explain, "I am a strong believer in 22nd Century Group and in the Company's mission to manufacture and market tobacco products with the potential to reduce the harm caused by smoking; it is no secret that I have already purchased tens of thousands of dollars of the Company's stock on the open market." As part of 22nd Century's marketing initiative to promote RED SUN in its target markets, the RED SUN Web site at www.redsuncigarettes.com has been revised and expanded to include explanations about product attributes that make RED SUN and 22nd Century Group unique, as well as irreverent humor designed to have some fun at the expense of the "Big Tobacco" companies. Henry Sicignano, III, the president and chief operating officer of 22nd Century, explained, "In the spirit of all the Davids who have ever stood up to the Goliaths of the world, I like to think that our unsurpassed quality distinguishes RED SUN cigarettes in much the same way that distinctive, flavorful beers separate Sam Adams® from mass market brands." Designed to be both informative and amusing, the RED SUN Web site aims to spark dialogue and interaction with consumers. To inspire increased discussions about the RED SUN brand, the newly enhanced website also announces a "no purchase necessary" consumer contest that promises the winner an all-expense paid trip for two adults to the land of the "Red Sun." Finally, www.redsuncigarettes.com provides a password protected "trade portal" for licensed tobacco resellers. 22nd Century also announced this week that its wholly-owned subsidiary, Goodrich Tobacco Company, will attend the Tobacco Plus Convenience Expo in Las Vegas on Jan. 28-29, 2015. RED SUN cigarettes will be offered for sampling and sale at this for-the-trade only exposition. Company representatives will also be on hand to discuss the RED SUN Trade Partners Program with all interested, eligible retailers and distributors in attendance. About 22nd Century Clarence, New York-based 22nd Century Group, Inc., through its wholly-owned subsidiary, 22nd Century Ltd, is a plant biotechnology company using technology that allows for the level of nicotine and other nicotinic alkaloids (e.g., nornicotine, anatabine and anabasine) in tobacco plants to be decreased or increased through genetic engineering and plant breeding. 22nd Century reported a net loss of $26.2 million in 2013, a net loss of $6.73 million in 2012 and a net loss of $1.34 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $26.7 million in total assets, $6.56 million in total liabilities, and $20.1 million in total shareholders' equity. ADVANCED MICRO: Incurs $364 Million Net Loss in Fourth Quarter -------------------------------------------------------------- Advanced Micro Devices reported a net loss of $364 million on $1.23 billion of net revenue for the three months ended Dec. 27, 2014, compared to net income of $89 million on $1.58 billion of net revenue for the three months ended Dec. 28, 2013. For the year ended Dec. 27, 2014, the Company reported a net loss of $403 million on $5.50 billion of net revenue compared to a net loss of $83 million on $5.29 billion of net revenue for the year ended Dec. 28, 2013. As of Dec. 27, 2014, Advanced Micro had $3.76 billion in total assets, $3.58 billion in total liabilities and $187 million in total stockholders' equity. "We made progress diversifying our business, ramping design wins and improving our balance sheet this past year despite challenges in our PC business," said Dr. Lisa Su, AMD president and CEO. "Annual Enterprise, Embedded and Semi-Custom segment revenue increased over 50% as customer demand for products powered by our high-performance compute and rich visualization solutions was strong. We continue to address channel headwinds in the Computing and Graphics segment and are taking steps to return it to a healthy trajectory beginning in the second quarter of 2015." Cash, cash equivalents and marketable securities were $1.04 billion at the end of the quarter, up $102 million from the end of the prior quarter. A full-text copy of the press release is available for free at: http://is.gd/LY70Li About Advanced Micro Devices Sunnyvale, California-based Advanced Micro Devices, Inc., is a global semiconductor company. The Company's products include x86 microprocessors and graphics. AMD incurred a net loss of $83 million on $5.29 billion of net revenue for the year ended Dec. 28, 2013, as compared with a net loss of $1.18 billion on $5.42 billion of net revenue for the year ended Dec. 29, 2012. * * * In August 2013, Standard & Poor's Ratings Services revised its outlook on Advanced Micro Devices to negative from stable. At the same time, S&P affirmed its 'B' corporate credit and senior unsecured debt ratings on AMD. As reported by the TCR on June 5, 2014, Fitch Ratings had upgraded the long-term Issuer Default Rating (IDR) for AMD (NYSE: AMD) to 'B-' from 'CCC'. The upgrade primarily reflects AMD's improved financial flexibility from recent refinancing activity, which extends meaningful debt maturities until 2019. In the Feb. 4, 2013, edition of the TCR, Moody's Investors Service lowered AMD's corporate family rating to 'B2' from 'B1'. The downgrade of the corporate family rating to 'B2' reflects AMD's prospects for weaker operating performance and liquidity profile over the next year as the company commences on a multi-quarter strategic reorientation of its business in the face of a challenging macro environment and a weak PC market. AP-LONG BEACH: Files Schedules of Assets and Liabilities -------------------------------------------------------- AP-Long Beach Airport LLC filed with the Bankruptcy Court for the Central District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $43,000,000 B. Personal Property $1,638,372 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $34,764,469 E. Creditors Holding Unsecured Priority Claims $6,000 F. Creditors Holding Unsecured Non-priority Claims $42,026 ----------- ----------- TOTAL $44,638,372 $34,812,495 A full-text copy of the amended schedules is available for free at http://is.gd/YAD4Jl About AP-Long Beach AP-Long Beach Airport LLC, which operates a 206,945-square foot building at Long Beach Airport, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 14-33372) on Dec. 19, 2014. The case is assigned to Judge Vincent P. Zurzolo. The Debtor's counsel is Alan J Friedman, Esq., and Kerri A Lyman, Esq., at Irell & Manella LLP. The Debtor estimated both assets and liabilities between $10 million and $50 million. AP-LONG BEACH: Wants Court to Set Claims Bar Date ------------------------------------------------- AP-Long Beach Airport LLC asks the U.S. Bankruptcy Court for the Central District of California to set 30 days after the later of service of the bar date notice as the last date and time by which all creditors must file proofs of claim. The Debtor also asks the Court to set June 17, 2015 -- which is 180 days after its bankruptcy filing -- as the deadline for all governmental units to file their claims. A copy of the proofs of claim must be sent to the Debtor's attorneys via mail or overnight delivery addressed to: Irell & Manella LLP Attn: Lori Gauthier 840 Newport Center Drive, Suite 400 Newport Beach, CA 92627 About AP-Long Beach AP-Long Beach Airport LLC, which operates a 206,945-square foot building at Long Beach Airport, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 14-33372) on Dec. 19, 2014. The case is assigned to Judge Vincent P. Zurzolo. The Debtor's counsel is Alan J Friedman, Esq., and Kerri A Lyman, Esq., at Irell & Manella LLP. The Debtor estimated both assets and liabilities between $10 million and $50 million. ARCHDIOCESE OF ST PAUL-MINNEAPOLIS: Court Puts Case Into Mediation ------------------------------------------------------------------ U.S. Bankruptcy Judge Robert Kressel has ordered the Archdiocese of St. Paul and Minneapolis' bankruptcy case into mediation on Tuesday, saying it would be the most efficient way to settle with its insurers and victims, The Minneapolis Star Tribune reports. The Associated Press relates that U.S. Magistrate Judge Arthur Boylan will oversee the mediation. According to Brett Boese at PostBulletin.com, The Diocese of Winona spokesperson John Hennessy said Friday that the Archdiocese of St. Paul and Minneapolis' bankruptcy won't affect the local organization. Winona Daily News quoted Mr. Hennessy as saying, "The action of the archdiocese has no affect on our plans here. We have no plan to file (bankruptcy) at this time . . . . We're not in a bankruptcy situation." About Archdiocese of St. Paul The Archdiocese of Saint Paul and Minneapolis was originally established by the Vatican in 1850 and serves a geographical area consisting of 12 greater Twin Cities metro-area counties in Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chisago, Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright counties. There are 187 parishes and approximately 825,000 Catholic individuals in the region. These individuals and parishes are served by 3999 priests and 173 deacons. The Archdiocese of St. Paul and Minneapolis filed for Chapter 11 protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan. 16, 2015, saying it has large and growing liabilities related to child sexual abuse and that its pension obligations are underfunded. The Debtor estimated under $50 million in assets and under $100 million in liabilities. The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11 counsel; BGA Management LLC d/b/a Alliance Management as financial advisor; Lindquist & Vennum LLP as attorney. According to the docket, the Debtor's exclusivity period for filing plan and disclosure statement ends May 18, 2015. Governmental proofs of claims are due July 15, 2015. Eleven other dioceses have commenced Chapter 11 bankruptcy cases in the United States to settle claims from current and former parishioners who say they were sexually molested by priests. ASSOCIATED WHOLESALERS: Has Until March 9 to File Plan ------------------------------------------------------ Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware extended the period in which ADI Liquidation, Inc., f/k/a AWI Delaware, Inc., et al., have the exclusive right to file a Chapter 11 plan through and including March 9, 2015, and the period in which the Debtors have the exclusive right to solicit acceptances of the Chapter 11 plan is extended through and including May 7, 2015. To ensure that their Chapter 11 cases continue to progress in an effective and efficient manner, the Debtors sought the extensions so they can work towards a consensual Chapter 11 plan while also continuing to focus on transitioning their operations and other pressing issues arising in their bankruptcy cases, the Debtors' counsel, Mark Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware, told the Court. About Associated Wholesalers Founded in 1962 and headquartered in Robesonia, Pennsylvania, Associated Wholesalers Inc. serviced 800 supermarkets, specialty stores, convenience stores and superettes with grocery, meat, produce, dairy, frozen foods and general merchandise/health and beauty care products. AWI, with distribution facilities in Robesonia, Pennsylvania, and York, Pennsylvania, served the mid- Atlantic United States. AWI is owned by its 500 retail members, who in turn operate supermarkets. AWI had 1,459 employees. White Rose Inc. is a food wholesaler and distributor serving the greater New York metropolitan area. The company traces its origins to 1886, when brothers Joseph and Sigel Seeman founded Seeman Brothers & Doremus to provide grocery deliveries throughout New York City. White Rose carries out its operations through three leased warehouse and distribution centers, two of which are located in Carteret, New Jersey, and one in Woodbridge, New Jersey. White Rose has 777 employees. Associated Wholesalers and its affiliates sought Chapter 11 bankruptcy protection on Sept. 9, 2014, to sell their assets under 11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and better offers. The Debtors have sought joint administration of their Chapter 11 cases for procedural purposes, seeking to maintain all pleadings on the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No. 14-12092. As of the Petition Date, the Debtors owe the Bank Group (consisting of lenders, Bank of America, N.A., Bank of American Securities LLC as sole lead arranger and joint book runner, Wells Fargo Capital Finance, LLC as joint book runner and syndication agent, and RBS Capita, as documentation agent) an aggregate principal amount of not less than $131,857,966 (inclusive of outstanding letters of credit), plus accrued interest. The Debtors estimate trade debt of $72 million. AWI Delaware disclosed $11,440 in assets and $125,112,386 in liabilities as of the Chapter 11 filing. Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal advisors to the Debtors, Lazard Middle Market is serving as financial advisor, and Carl Marks Advisors is serving as restructuring advisor to AWI. Carl Marks' Douglas A. Booth has been tapped as chief restructuring officer. Epiq Systems serves as the claims agent. The Official Committee of Unsecured Creditors tapped to retain Hahn & Hessen LLP as its lead counsel; Pepper Hamilton LLP as its co-counsel; and Capstone Advisory Group, LLC, together with its wholly-owned subsidiary Capstone Valuation Services, LLC, as its financial advisors. The Troubled Company Reporter, on Nov. 5, 2014, reported that the Bankruptcy Court authorized Associated Wholesalers, which changed its name to AWI Delaware, Inc., prior to the approval of the sale, to sell substantially all of its assets, including their White Rose grocery distribution business, to C&S Wholesale Grocers, Inc. The C&S purchase price consists of the lesser of the amount of the bank debt, which totals about $18,100,000 and $152,110,000, plus other liabilities, which amount is valued at $193,900,000. C&S, according to Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, ended up paying $86.5 million more cash to be anointed as the winner at the auction. AWI Delaware notified the Bankruptcy Court on Nov. 12, 2014, that closing occurred in connection with the sale of their assets to C&S. AWI Delaware subsequently changed its name to ADI Liquidation, Inc., following the closing of the sale. ATLANTIC CITY, NJ: Bankruptcy Possible as Gov. Names Manager ------------------------------------------------------------ The Associated Press reported that in naming an emergency manager for Atlantic City, New Jersey Gov. Chris Christie left the door open for the seaside gambling resort to file for bankruptcy if it can't get its finances under control. The Republican governor and likely presidential candidate appointed a corporate turnaround specialist as the city's emergency manager, and tabbed the man who led Detroit through its municipal bankruptcy as his assistant, the report said. BAXANO SURGICAL: Committee Taps Pillsbury Winthrop as Counsel ------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the Chapter 11 case of Baxano Surgical Inc. seeks approval from the Bankruptcy Court to retain Pillsbury Winthrop Shaw Pittman LLP as bankruptcy counsel, nunc pro tunc to Nov. 24, 2014. The Committee has tapped Morris, Nichols, Arsht & Tunnell LLP to serve as its co-counsel. The Committee proposes that Pillsbury perform the legal services that will be necessary during the Debtor's chapter 11 case in accordance with Pillsbury's standard hourly rates in effect when services are rendered less a 15% discount and Pillsbury's normal reimbursement policies. Pillsbury's current standard hourly rates for attorneys expected to work on the matter, subject to change from time to time: Members and counsel $615 to $1,040 Associates $615 to $1,040 Paraprofessionals $270 to $590 The Committee has been informed that Leo T. Crowley, a member of the Firm, and Matthew J. Oliver, an associate of the Firm, as well as other members of, counsel to, and associates of Pillsbury who will be employed in the chapter 11 case, are members in good standing of, among others, the Bar of the State of New York and the United States District Court for the Southern District of New York. Mr. Crowley filed an affidavit with the Court, asserting that Pillsbury Winthrop is a "disinterested person," as the term is defined under Section 101(14) of the Bankruptcy Code. About Baxano Surgical Based in Raleigh, North Carolina, Baxano Surgical Inc. develops, manufactures and markets minimally invasive medical products designed to treat degenerative conditions of the spine affecting the lumbar region. As of March 31, 2013, over 13,500 fusion procedures and 7,000 decompression procedures have been performed globally using its products. Baxano Surgical filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 14-12545) on Nov. 12, 2014. The case is assigned to Judge Christopher S. Sontchi. The Debtor estimated $10 million to $50 million in assets and debt. The Debtor has tapped John D. Demmy, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware, as bankruptcy counsel. The Debtor is also employing the law firm of Goodwin Proctor LLP as special counsel, and the law firm of Hogans Lovell as special healthcare regulatory counsel. The Debtor is engaging Tamarack Associates to, among other things, provide John L. Palmer as CRO. Houlihan Lokey is serving as the Debtor's investment banker. Rust Consulting Omni is the claims and noticing agent. The Debtor's Chapter 11 plan and disclosure statement are due March 12, 2015. BAXANO SURGICAL: Committee Taps Urbanowicz to Identify Buyers ------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the Chapter 11 case of Baxano Surgical Inc. seeks approval from the Bankruptcy Court to retain Urbanowicz Consulting, LLC, as consultant, nunc pro tunc to Dec. 14, 2014. The Committee seeks to hire Urbanowicz Consulting as its consultant in connection with identifying potential purchasers of the Debtor's assets because of the firm's extensive experience, knowledge, and contacts in the musculoskeletal field. The Committee anticipates Urbanowicz Consulting to render these services in the Debtor Chapter 11 case: a) Identify potential purchasers of the Debtor's assets; and b) Deliver reports to the Committee approximately once a week and upon request by the Committee regarding Urbanowicz's progress and other developments relevant to its engagement. The limited services provided by Urbanowicz Consulting will supplement, and not duplicate, the efforts of Houlihan Lokey Capital, Inc., or any other financial advisor or investment banker retained in the case, the Committee maintains. The Committee proposes that Urbanowicz Consulting be paid $300 per hour for the anticipated services. The Committee further propose that at the end of the Debtor's chapter 11 case or upon the consummation of a significant sale of the Debtor's assets through the chapter 11 process, Urbanowicz Consulting will, subject to certain conditions, have the ability to seek a reasonable deferred transaction fee subject to the approval and consent of the Committee and subject to notice, hearing, and approval of the Court. The fee will not exceed 2% of the net cash scheduled to be distributed to prepetition unsecured creditors derived from the sale process and shall be subordinated to all expenses of sale, all amounts required to be paid pursuant to any bidding procedures order and debtor in possession financing order and all administrative and priority claims in the case. Urbanowicz Consulting will also seek reimbursement for necessary expenses incurred and pre-approved by the Committee in connection with the engagement. Don Urbanowicz, the principal, attests that the firm is a "disinterested person" as defined under Section 101(14) of the Bankruptcy Code. About Baxano Surgical Based in Raleigh, North Carolina, Baxano Surgical Inc. develops, manufactures and markets minimally invasive medical products designed to treat degenerative conditions of the spine affecting the lumbar region. As of March 31, 2013, over 13,500 fusion procedures and 7,000 decompression procedures have been performed globally using its products. Baxano Surgical filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 14-12545) on Nov. 12, 2014. The case is assigned to Judge Christopher S. Sontchi. The Debtor estimated $10 million to $50 million in assets and debt. The Debtor has tapped John D. Demmy, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware, as bankruptcy counsel. The Debtor is also employing the law firm of Goodwin Proctor LLP as special counsel, and the law firm of Hogans Lovell as special healthcare regulatory counsel. The Debtor is engaging Tamarack Associates to, among other things, provide John L. Palmer as CRO. Houlihan Lokey is serving as the Debtor's investment banker. Rust Consulting Omni is the claims and noticing agent. The Official Committee of Unsecured Creditors selected Pillsbury Winthrop Shaw Pittman LLP and Morris, Nichols, Arsht & Tunnell LLP as co-counsel. The Debtor's Chapter 11 plan and disclosure statement are due March 12, 2015. BINDER & BINDER: Selects Lowenstein Sandler as Counsel ------------------------------------------------------ Binder & Binder - The National Social Security Disability Advocates (NY) LLC and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to employ Lowenstein Sandler LLP as counsel. The firm will: a) counsel the Debtors with regard to their rights, powers, and obligations in possession in the continued operation of their businesses and the management of their estates; b) prepare, on behalf of the Debtors, as debtors in possession, all necessary petitions, motions, applications, answers, orders, reports, and papers in connection with the administration of these cases; c) advise the Debtors with respect to, and assist in the negotiation and documentation of, financing agreements and related transactions; d) provide the Debtors with the advice, represent the Debtors and appear before the Court and United States Trustee, and protect the interest of the Debtors' estates before such court and the United States in connection with the administration of the estates; e) represent and advise the Debtors in negotiations with their lenders, creditors, equity holders and other parties in interest; f) review the nature and validity of any liens asserted against the Debtors' property and advise the Debtors concerning the enforceability of such liens; g) advise the Debtors with respect to actions to protect and preserve the Debtors' estates during the pendency of these cases, including the prosecution of actions by the Debtors, the defense of actions commenced against the Debtors, negotiations concerning litigation in which the Debtors are involved and objections to claims filed against the estates; h) advise the Debtors in connection with the formulation, negotiation and prosecution of Chapter 11 plan(s), disclosure statement(s), and all related agreements and documents, and take all necessary action on behalf of the Debtors to obtain confirmation of such plan(s); and i) perform all other necessary or requested legal services in connection with these Chapter 11 cases for or on behalf of the Debtors. Kenneth A. Rosen, Esq., lead attorney of the Debtors' case, will bill $885 per hour for service rendered. The firm's standard hourly rates are: Professionals Hourly Rates ------------- ------------ Partners $500-$995 Senior Counsel and Counsel $385-$695 Associates $275-$515 Paralegals $110-$280 The Debtors tell the Court that they paid the firm in the aggregate amount of $833,650 before they filed for bankruptcy. The firm received a retainer in the amount of $250,000. Mary E. Seymour, Esq., member of the firm, assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kenneth A. Rosen, Esq. Mary E. Seymour, Esq. Cassandra Porter, Esq. LOWENSTEIN SANDLER LLP Nicholas B. Vislocky, Esq. 1251 Avenue of the Americas, 17th Floor New York, NY 10020 Tel: (212) 262-6700 Fax: (212) 262-7402 Email: krosen@lowenstein.com mseymour@lowenstein.com cporter@lowenstein.com About Binder & Binder Founded in 1979 by brothers Harry and Charles Binder, Binder & Binder is the nation's largest provider of social security disability and veterans' benefits advocacy services, with operating scale and efficiencies unrivaled by its competitors in the highly fragmented advocacy market. The company has more than 950 employees in 35 offices across the United States. In 2010, H.I.G. Capital, LLC acquired a controlling equity interest in the company. Binder & Binder - The National Social Security Disability Advocates (NY), LLC, et al., sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-23728) in White Plains, New York on Dec. 18, 2014. The cases are assigned to Judge Robert D. Drain. The Debtors have tapped Kenneth A. Rosen, Cassandra Porter, Esq., and Nicholas B. Vislocky, Esq., at Lowenstein Sandler as counsel. The Debtors have engaged Development Specialists, Inc., as financial advisor, and BMC Group Inc. as claims and notice agent. BOMBARDIER INC: CDS Widens 70% on Cash Flow Concerns, Fitch Says ---------------------------------------------------------------- Mounting market concerns of late have pushed credit default swap (CDS) spreads for Bombardier Inc. out to their widest levels in five years, according to Fitch Solutions in its latest CDS Case Study Snapshot. Five-year CDS on Bombardier have widened 70% over the past month to price at the widest levels seen since 2009. 'CDS widening for Bombardier can likely be attributed to market concerns surrounding larger than expected negative free cash flow and the impact on liquidity, along with an announcement that it is suspending its Learjet program,' said Director Diana Allmendinger. After pricing consistently in-line with 'B+' levels for much of the past year, the cost of credit protection on Bombardier's debt has now moved wide of 'B-' levels. Fitch Solutions case studies build on data from its CDS Pricing Service and proprietary quantitative models, including CDS Implied Ratings. These credit risk indicators are designed to provide real-time, market-based views of creditworthiness. As such, they can and often do reflect more short term market views on factors such as currencies, seasonal market effects and short-term technical influences. This is in contrast to Fitch Ratings' Issuer Default Ratings (IDRs), which are based on forward-looking fundamental credit analysis over an extended period of time. BON-TON STORES: Posts 5.3% Comparable Store Hike in Holiday Sales ----------------------------------------------------------------- The Bon-Ton Stores, Inc., announced that its comparable store sales for the nine-week holiday period ended Jan. 3, 2015, increased 5.3%. Total sales for the combined months of November and December were $796.4 million, a 3.8% increase over sales of $767.4 million in the prior year nine-week holiday period. Kathryn Bufano, president and chief executive officer, commented, "We are pleased with our sales performance during the holiday season as customers responded well to both in-store and online offerings. However, our strong sales performance was tempered by the highly promotional sales environment. With the caveat of numerous important year-end closing items outstanding, we are lowering our full-year Adjusted EBITDA guidance (see Note 1) to a range of $140 million to $150 million from our previously provided Adjusted EBITDA range of $150 million to $160 million." The Company will provide additional details on March 12, 2015, when it reports its results for the fourth quarter and fiscal 2014 periods ending Jan. 31, 2015. CFO to Retire This Year Bon-Ton Stores announced that Keith E. Plowman, executive vice president and chief financial officer, has informed the Company's Board of Directors that he plans to retire in August 2015. The Board and Mr. Plowman have agreed upon a notice period of approximately six months to be followed by a consulting arrangement of an 18-month duration. Mr. Plowman stated, "I have greatly enjoyed my tenure with Bon-Ton. The Company is fortunate to have many talented associates and it has been my pleasure to work with them throughout my many years here. I would also like to express my appreciation for the support of Tim Grumbacher and Mike Gleim, as well as the collective Board, since my appointment as Chief Financial Officer of Bon-Ton. Their guidance and partnership were extremely valuable as we navigated through many opportunities and challenges." The Company wishes to recognize the many years of dedicated service and the numerous contributions of Mr. Plowman and his finance team. Tim Grumbacher, Bon-Ton's Chairman of the Board, commented, "The Company has made great strides under Keith's financial leadership and, on behalf of the entire Board of Directors, I offer Keith our heartfelt thanks for his outstanding work at Bon-Ton. Keith was instrumental in the planning, financing and execution of the Company's significant acquisitions in the prior decade when our store count grew four-fold in a three-year period. The progress made under Keith's leadership is reflected in the great potential of our store base today. We wish him the best in his future endeavors." Mr. Grumbacher continued, "The agreement reached between Keith and the Board should allow the Company the opportunity to seek a talented leader to assume the role of chief financial officer and ensure a smooth transition." The Board of Directors will undertake a national search to find a chief financial officer to succeed Mr. Plowman. In connection with his retirement, Mr. Plowman entered into a Separation Agreement and General Release with the Company dated as of Jan. 16, 2015. Under the Separation Agreement, Mr. Plowman will receive the following benefits in connection with consulting services that he will provide to the Company beginning on Aug. 2, 2015: (1) an annual consulting fee equal to his annual base salary in effect on Jan. 15, 2015 (Mr. Plowman's current base salary is $550,000) payable in bi-weekly installments; (2) an amount equal to the monthly premiums for insurance coverage for group medical and dental plans; (3) a bonus, if earned, for the 2015 plan year, pro-rated for the period of time prior to Mr. Plowman's retirement date, which bonus will paid in the spring of 2016; and (4) with respect to restricted stock currently held by Mr. Plowman, 15,000 shares of restricted stock granted on April 17, 2013, will vest and all restrictions will lapse on April 17, 2016, and 35,000 shares of restricted stock granted on April 15, 2014, will vest and all restrictions will lapse on Jan. 29, 2017. About Bon-Ton Stores The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 273 stores, which includes ten furniture galleries and four clearance centers, in 26 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. The stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. For further information, please visit the investor relations section of the Company's Web site at http://investors.bonton.com. Bon-Ton Stores reported a net loss of $3.55 million for the fiscal year ended Feb. 1, 2014, a net loss of $21.6 million for the year ended Feb. 2, 2013, and a net loss of $12.1 million for the year ended Jan. 28, 2012. As of Nov. 1, 2014, the Company had $1.82 billion in total assets, $1.78 billion in total liabilities, and $48.7 million in total shareholders' equity. * * * As reported by the TCR on May 15, 2013, Moody's Investors Service upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3 from Caa1 and its Probability of Default Rating to B3-PD from Caa1-PD. "The upgrade of Bon-Ton's Corporate Family Rating considers the company's ability to drive modest same store sales growth as well as operating margin expansion beginning in the second half of 2012 and that these positive trends have continued, with the company reporting that its same store were positive, and EBITDA margins expanded, in the first fiscal quarter of 2013," said Moody's Vice President Scott Tuhy. As reported by the TCR on May 17, 2013, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on The Bon-Ton Stores Inc. BOOMERANG SYSTEMS: Appoints CEO and COO --------------------------------------- Boomerang Systems, Inc., appointed James Gelly as its chief executive officer and as a director of the Company effective as of Jan. 13, 2015, according to a regulatory filing with the U.S. Securities and Exchange Commission. Mr. Gelly replaces Mark Patterson, who has resigned as CEO as of that date. Mr. Patterson will continue to serve as chairman of the Company's board of directors. Prior to the appointment, Mr. Gelly acted as an independent consultant from 2012 to 2014. Mr. Gelly served as executive vice president & chief financial officer of Constellium N.V., a global producer of aluminum products, from January 2011 to November 2011 and as executive vice president & chief financial officer of Misys PLC, a provider of banking software delivering financial risk management information to financial institutions, from November 2008 to May 2010. Mr. Gelly will receive a base salary of $1.00 per year. In addition to the base salary, Mr. Gelly will receive as deferred compensation the amount of $275,000 which will accrue monthly. In addition, at the sole discretion of the Company's chairman, Mr. Gelly will be entitled to an annual performance bonus equal to $100,000. In connection with his appointment as CEO, the Company granted to James Gelly non-plan options to purchase 500,000 shares of common stock of the Company with a five year term, vesting as to one-third of the shares on each of the Effective Date and the first and second anniversaries of the date of the Effective Date, exercisable at an exercise price of $2.15 per share. COO Appointment Also effective as of January 13, the Company appointed George Gelly as its chief operating officer. Prior to that appointment, Mr. Gelly acted as an independent consultant from August 2014 to January 2015. Mr. Gelly served as SVP and chief product officer for ID Analytics, Inc., a division of LifeLock, Inc., from November 2013 to August 2014, and Director of Product Delivery for Intuit Inc's Consumer Group and Health Group from January 2009 to September 2013. George Gelly will receive a base salary of $150,000 per year. In addition to the base salary, Mr. Gelly will receive as deferred compensation the amount of $100,000 which will accrue monthly. In addition, at the sole discretion of the Company's chairman, Mr. Gelly will be entitled to an annual performance bonus equal to one third of his then existing base salary. In connection with his appointment as COO, the Company granted to George Gelly non-plan options to purchase 450,000 shares of common stock of the Company with a five year term, vesting as to one-third of the shares on each of the Effective Date and the first and second anniversaries of the date of the Effective Date, exercisable at an exercise price of $2.15 per share. James and George Gelly also entered into Confidentiality, Non Competition and Non-Solicitation Agreements with the Company. Additional information is available for free at: http://is.gd/10mw6t About Boomerang Systems Headquartered in Morristown, New Jersey, Boomerang Systems, Inc. (Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang Utah, is engaged in the design, development, and marketing of automated racking and retrieval systems for automobile parking and automated racking and retrieval of containerized self-storage units. Boomerang Systems incurred a net loss of $11.2 million for the year ended Sept. 30, 2013, following a net loss of $17.4 million for the year ended Sept. 30, 2012. As of June 30, 2014, the Company had $5.54 million in total assets, $24.6 million in total liabilities, and a $19.02 million stockholders' deficit. Bankruptcy Warning "Our operations may not generate sufficient cash to enable us to service our debt. If we were to fail to make any required payment under the Loan Agreement, notes and agreements governing our indebtedness or fail to comply with the covenants contained in the Loan Agreement, notes and agreements, we would be in default. A debt default could significantly diminish the market value and marketability of our common stock and could result in the acceleration of the payment obligations under all or a portion of our consolidated indebtedness, or a renegotiation of our Loan Agreement with more onerous terms and/or additional equity dilution. If the debt holders were to require immediate payment, we might not have sufficient assets to satisfy our obligations under the Loan Agreement, notes or our other indebtedness. It may also enable their lenders under the Loan Agreement to foreclose on the Company's assets and/or its ownership interests in its subsidiaries. In such event, we could be forced to seek protection under bankruptcy laws, which could have a material adverse effect on our existing contracts and our ability to procure new contracts as well as our ability to recruit and/or retain employees. Accordingly, a default could have a significant adverse effect on the market value and marketability of our common stock," the Company said in the annual report for the year ended Sept. 30, 2013. CAESARS ENTERTAINMENT: Can Hire Prime Clerk as Claims Agent ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Caesars Entertainment Operating Company, Inc., et al., to employ Prime Clerk LLC as notice, claims and solicitation agent. 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, $28.2 billion in total liabilities and a $3.71 billion total deficit. Appaloosa Investment Limited, et al., owed $41 million on account of 10 percent second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against Caesars Entertainment Operating Company, Inc. (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP. In January 2015, Caesars Entertainment and subsidiary CEOC announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, the RSA became effective pursuant to its terms as of Jan. 9, 2015. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Kirkland & Ellis serves as the Debtors' counsel. Alixpartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. CAESARS ENTERTAINMENT: Has Interim Approval to Use Cash Collateral ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, gave Caesars Entertainment Operating Company, Inc., et al., interim authority to use cash collateral securing their prepetition indebtedness. Any objections to the final approval of the cash collateral request must be submitted on or before Feb. 9. If no objections are filed to the motion on or before the objection deadline, the Court may enter a final order without further notice or hearing. As of the Petition Date, the Debtors have outstanding funded debt obligations of $18.4 billion, comprising: * four tranches of first lien bank debt totaling $5.35 billion; * three series of outstanding first lien notes totaling $6.35 billion; * three series of outstanding second lien notes totaling $5.24 billion; * one series of subsidiary-guaranteed unsecured debt of $479 million; and * two series of senior unsecured notes totaling $530 million. Counsel for First Lien Note Group: Kenneth H. Eckstein, Esq. Douglas H. Mannal, Esq. KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, NY 10036 E-mail: keckstein@kramerlevin.com dmannal@kramerlevin.com Counsel for First Lien Credit Agreement Group: Kristopher M. Hansen, Esq. Erez E. Gilad, Esq. Jonathan D. Canfield, Esq. STROOCK & STROOCK & LAVAN LLP 180 Maiden Lane New York, NY 10038 E-mail: khansen@stroock.com egilad@stroock.com jcanfield@stroock.com Counsel for the indenture trustee under the First Lien Notes Indenture: Craig A. Barbarosh, Esq. Karen B. Dine, Esq. KATTEN MUCHIN ROSENMAN LLP 575 Madison Avenue New York, NY 10022 E-mail: craig.barbarosh@kattenlaw.com karen.dine@kattenlaw.com About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. Caesars Entertainment reported a net loss of $2.93 billion in 2013, as compared with a net loss of $1.50 billion in 2012. The Company's balance sheet at Sept. 30, 2014, showed $24.5 billion in total assets, $28.2 billion in total liabilities and a $3.71 billion total deficit. Appaloosa Investment Limited, et al., owed $41 million on account of 10 percent second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against Caesars Entertainment Operating Company, Inc. (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP. In January 2015, Caesars Entertainment and subsidiary CEOC announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, the RSA became effective pursuant to its terms as of Jan. 9, 2015. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Kirkland & Ellis serves as the Debtors' counsel. Alixpartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. CAESARS ENTERTAINMENT: Has Until March 17 to File Schedules ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, extended until March 17, 2015, the time within which Caesars Entertainment Operating Company, Inc., et al., must file their schedules of assets and liabilities and statements of financial affairs. 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, $28.2 billion in total liabilities and a $3.71 billion total deficit. Appaloosa Investment Limited, et al., owed $41 million on account of 10 percent second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against Caesars Entertainment Operating Company, Inc. (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP. In January 2015, Caesars Entertainment and subsidiary CEOC announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, the RSA became effective pursuant to its terms as of Jan. 9, 2015. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Kirkland & Ellis serves as the Debtors' counsel. Alixpartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. CAESARS ENTERTAINMENT: Ill. Court Issues Joint Admin. Order ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, issued an order directing joint administration of the Chapter 11 cases of Caesars Entertainment Operating Company, Inc., and its almost 180 affiliates under Case No. 15-01145 (ABG) for procedural purposes only. 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, $28.2 billion in total liabilities and a $3.71 billion total deficit. Appaloosa Investment Limited, et al., owed $41 million on account of 10 percent second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against Caesars Entertainment Operating Company, Inc. (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP. In January 2015, Caesars Entertainment and subsidiary CEOC announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, the RSA became effective pursuant to its terms as of Jan. 9, 2015. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Kirkland & Ellis serves as the Debtors' counsel. Alixpartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. CAESARS ENTERTAINMENT: Proposes to Continue Surety Bond Program --------------------------------------------------------------- Caesars Entertainment Operating Company, Inc., and its affiliated debtors seek approval from the Bankruptcy Court to continue, renew, and supplement their surety bond program on an uninterrupted basis in the ordinary course of business. In the ordinary course of business, certain third parties -- often governmental units or other public agencies -- require the Debtors to post surety bonds to secure their payment or performance of certain obligations (the "Surety Bond Program"). These obligations relate to, among other things, (a) workers' compensation obligations, (b) taxes, (c) gaming regulations and licenses, (d) litigation costs, (e) utilities, and (h) construction. During the 12-month period spanning December 2013 to November 2014, premiums for the Debtors' surety bonds totaled $268,000. The Debtors' outstanding surety bonds were issued by several different sureties, including: (a) Safeco Insurance Company of America (nine surety bonds totaling approximately $1.2 million); (b) Liberty Mutual Insurance Company (one surety bond totaling $160,000); (c) Romulus Risk and Insurance Inc. (seven surety bonds totaling $9.7 million); (d) Western Surety Company (one surety bond totaling approximately $25,000); (e) Fidelity and Deposit Company of Maryland (48 surety bonds totaling $18.3 million); (f) The Ohio Casualty Insurance Company (one surety bond totaling $6,000); (g) Travelers Casualty and Surety Company of America (two surety bonds totaling $756,000); and (h) Lexon Insurance Company (eight surety bonds totaling $846,000). As of the Petition Date, the Debtors have $31.1 million in outstanding surety bonds. The Debtors' outstanding surety bonds secure their performance and obligations in these general categories and for these approximate amounts: Approximate Aggregate Number Bond Amount of Bonds Nature of Bond (in thousands) -------- -------------- -------------- 8 Workers' Compensation $2,851 21 Statutorily Required Tax Bonds $3,503 12 Statutorily Required Gaming Bonds $15,873 16 Contractor/Construction Perf. & Payment Bonds $1,634 3 Utility Bonds $3,517 2 Litigation-Related Bonds $198 15 Various Operationally Required Bonds $3,481 ------- 77 TOTAL $31,056 To continue their business operations during the reorganization process, the Debtors must retain the ability to provide financial assurances to state governments, regulatory agencies, and other third parties. This, in turn, requires that the Debtors maintain the existing surety bond program, including paying any and all premiums as they come due, renewing or potentially acquiring additional bonding capacity as needed in the ordinary course of their business, and execution of other agreements in connection with the surety bond program. As of the Petition Date, the Debtors believe that they do not have any outstanding obligations, and that they have the ability to fulfill continuing obligations, under the surety bond program. 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, $28.2 billion in total liabilities and a $3.71 billion total deficit. Appaloosa Investment Limited, et al., owed $41 million on account of 10 percent second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against Caesars Entertainment Operating Company, Inc. (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP. In January 2015, Caesars Entertainment and subsidiary CEOC announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, the RSA became effective pursuant to its terms as of Jan. 9, 2015. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Kirkland & Ellis serves as the Debtors' counsel. Alixpartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. CAESARS ENTERTAINMENT: Taps Prime Clerk as Claims Agent ------------------------------------------------------- Caesars Entertainment Operating Company, Inc., and its affiliated debtors seek approval from the Bankruptcy Court to hire Prime Clerk LLC as notice, claims and solicitation agent. According to the Debtors, by appointing Prime Clerk as the claims agent in the chapter 11 cases, the distribution of notices and the processing of claims will be expedited, and the Office of the Clerk of the Bankruptcy Court will be relieved of the administrative burden of processing claims. The terms of Prime Clerk's retention are set forth in the Services Agreement. The Services Agreement was not included publicly available court filings. Prime Clerk maintains the Case Web site at: https://cases.primeclerk.com/ceoc/Home-Index Prior to the Petition Date, the Debtors provided Prime Clerk a retainer in the amount of $75,000. To the best of the Debtors' knowledge, Prime Clerk is a "disinterested person," as referenced in Section 327(a) of the Bankruptcy Code and as defined in Section 101(14), as modified by Section 1107(b). The claims agent can be reached at: PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Attn: Shai Waisman Tel: (212) 257-5450 E-mail: swaisman@primeclerk.com About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. Caesars Entertainment reported a net loss of $2.93 billion in 2013, as compared with a net loss of $1.50 billion in 2012. The Company's balance sheet at Sept. 30, 2014, showed $24.5 billion in total assets, $28.2 billion in total liabilities and a $3.71 billion total deficit. Appaloosa Investment Limited, et al., owed $41 million on account of 10 percent second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against Caesars Entertainment Operating Company, Inc. (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP. In January 2015, Caesars Entertainment and subsidiary CEOC announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, the RSA became effective pursuant to its terms as of Jan. 9, 2015. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Kirkland & Ellis serves as the Debtors' counsel. Alixpartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. CANARSIE CAPITAL: Collapses, Losses Slash Assets to $200,000 ------------------------------------------------------------ Juliet Chung and Susan Pulliam, writing for The Wall Street Journal, reported that a Canarsie Capital LLC, a $60 million hedge fund led by high-profile Wall Street executive Kenneth deRegt lost all but $200,000 of its assets in about three weeks, a stunningly quick fall for the well-heeled investors in the fund. According to the report, the fund was also run by Owen Li, a 28-year old former Galleon Fund Management trader, and among the fund's wealthy investors, a person familiar with the matter told the Journal, was Richard Axilrod, a top lieutenant to Louis Bacon of Moore Capital Management. CHESAPEAKE ENERGY: S&P Revises Outlook to Stable & Affirms BB+ CCR ------------------------------------------------------------------ Standard & Poor's Ratings Services revised the rating outlook on Chesapeake Energy Corp. to stable from positive. At the same time, S&P affirmed its 'BB+' corporate credit rating on Chesapeake and its 'BB+' issue-level rating on the company's senior unsecured debt. The recovery rating on the debt remains '3', which indicates S&P's expectation for a meaningful (50% to 70%) recovery if a default occurs. In addition, S&P affirmed its 'B+' issue rating on Chesapeake's preferred stock. The outlook revision to stable from positive reflects the impact of the implementation of S&P's revised price assumptions: West Texas Intermediate crude oil of $50/barrel (bbl) and natural gas of $3.50/million Btu in 2015, on expected financial measures. As a result, S&P expects the company's debt leverage to increase to 2.5x to 3x in 2015 and 2016 as compared with S&P's earlier estimations of below 2.5x in both years. "The stable outlook reflects our expectation that the company will maintain debt leverage below 3x over the next two years," said Standard & Poor's credit analyst Paul Harvey. S&P could consider a positive rating action if the company can reduce its debt leverage to below 2x on a sustained basis and bring its capital spending closer to its operating cash flows. This could occur if Chesapeake maintains a moderate financial policy while hydrocarbon prices strengthen such that West Texas Intermediate averages more than $70/bbl and natural gas is over $4.00 based on S&P's current assumptions. S&P could lower the rating if, contrary to its expectations, there were some combination of a failure of its growth strategy, operating setbacks, or if the company pursues a more aggressive financial policy than S&P now anticipates, such that FFO/debt fell below 20%, or S&P no longer assessed the comparable rating analysis as positive. CLAYTON WILLIAMS: S&P Alters Outlook to Neg, Affirms BB- Rating --------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Midland, Texas-based Clayton Williams Energy Inc. to negative from stable. At the same time, S&P affirmed all existing ratings, including the 'BB-' issue-level rating on the company's senior secured bank debt and the 'B-' rating on Clayton Williams' senior unsecured notes. "The outlook revision reflects our expectation that Clayton Williams' credit measures will deteriorate over the next two years based on our lower price deck assumptions," said Standard & Poor's credit analyst Christine Besset. Although S&P believes that Clayton Williams will reduce capital spending significantly in 2015 to protect cash flows, the company has no hedges in place and S&P expects EBITDA to weaken due to lower oil prices. Under S&P's price assumptions, it expects leverage will exceed 5x and funds from operation (FFO)/debt will decrease to below 15% in 2015. S&P could lower the ratings if the company's liquidity situation deteriorated materially while debt leverage remained in excess of 5x and FFO to debt stayed below 12% on a sustained basis. S&P could stabilize the outlook if it expected credit ratios to remain appropriate for the current rating, including FFO to debt above 12% and debt to EBITDA below 5x on average. This would most likely occur if WTI price recovered sensibly. CLOUDEEVA INC: Court Approves Chrysalis Mgt. as Financial Advisor ----------------------------------------------------------------- The Hon. Kathryn C. Ferguson of the U.S. Bankruptcy Court for the District of New Jersey authorized Stephen Gray, the Chapter 11 trustee for Cloudeeva, Inc., et al., to employ Chrysalis Management LLC to serve as his financial advisor. As reported in the Troubled Company Reporter on Jan. 21, 2015, Chrysalis Management will, among other things: a. create a weekly cash flow and a monthly budget and preparing variances thereto; b. validate required monthly operating reports; and c. oversee cash management. Chrysalis Management attests it is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. 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 32 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. The Debtor filed a Plan of Reorganization and Disclosure Statement on Oct. 7, 2014. The Plan will be funded by cash on-hand on the Effective Date, cash revenues derived from the Debtors' continued operations, and investment of $1.15 million from Cloudeeva India Private Limited or their designee, along with their guarantee of all payments to be made under Plan, in exchange for the equity of the Reorganized Debtors, as agreed in the parties' Plan Support Agreement. The Court approved the appointment of Stephen Gray as Chapter 11 trustee for the Debtors' estate. The trustee is represented by Saul Ewing LLP. CLOUDEEVA, INC: Former VP Hammel Objects to Gray as Trustee ----------------------------------------------------------- Scott Hammel, a creditor in the bankruptcy proceeding of Cloudeeva, Inc., et al., opposes the appointment of Stephen Gray as the Debtors' Chapter 11 trustee, and asks the Court to remove Mr. Gray as Chapter 11 trustee. Mr. Hammel is the former Senior Vice President and General Counsel for Cloudeeva, Inc., and a creditor with an administrative priority claim in the case, having submitted a proof of claim in the minimum amount of $91,300 for unpaid postpetition compensation due under a written employment agreement with the Debtor, and statutory penalties against Mr. Gray and the Debtor's estate or violations of California's labor laws. Mr. Hammel asserts that his employment with the Debtor was terminated by Mr. Gray on Jan. 5, 2015, without cause, reason or explanation, and without any advance notice. Mr. Hammel filed its objection to the U.S. Trustee's appointment of Mr. Gray as the Chapter 11 trustee on the grounds that (a) Mr. Gray is unfit to serve as the Chapter 11 Trustee because he has made false and misleading statements in filings with the court and he has failed to timely disclose material information relevant to his appointment, and (b) conflicts of interest raised by Mr. Gray's filings with the Court establish that he should not be allowed to serve as the Chapter 11 Trustee in the case. Mr. Hammel notes, among other things, that Mr. Gray was employed by Deloitte CRG, a financial firm affiliated with Deloitte India, an accounting firm that had provided accounting and auditing services to Bartronics Asia PTE Ltd (BAPL) and BAPL's parent company, Bartronics India Ltd. (BIL), a publicly traded company in India, during the period 2009 to 2012. Deloitte India was the official statutory auditor indentified in BIL's annual reports for 2010 and 2011. BAPL and BIL are purported creditors of the Debtor. BAPL has filed a claim in the amount of $5.94 million and BIL has filed a claim for $960,000. 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 32 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. The Debtor filed a Plan of Reorganization and Disclosure Statement on Oct. 7, 2014. The Plan will be funded by cash on-hand on the Effective Date, cash revenues derived from the Debtors' continued operations, and investment of $1.15 million from Cloudeeva India Private Limited or their designee, along with their guarantee of all payments to be made under Plan, in exchange for the equity of the Reorganized Debtors, as agreed in the parties' Plan Support Agreement. The Court approved the appointment of Stephen Gray as Chapter 11 trustee for the Debtors' estate. The trustee is represented by Saul Ewing LLP. COMMUNITY HEALTH: To Close Racine Community Health Center --------------------------------------------------------- Mark Schaaf at The Journal Times reports that Community Health Systems is awaiting the federal Health Resources Services Administration's approval of the Racine Community Health Center closure. Medical services will continue until the closure is approved, The Journal Times relates, citing CHS. According to the report, CHS said that the clinic will likely stop providing medical services within 60 to 90 days. CHS said in a statement that its bleak financial situation and bankruptcy reorganization plan forced the closure of the Racine Community Health Center. According to a statement by CHS, requirements of its Chapter 11 reorganization plan meant taking the "severe step" of closing the Racine facility. The Journal Times recalls that officials at the health center had said it would end dental services by Jan. 30, 2015, and its medical services within a few months. The closure of the Racine Community Health Center will "ultimately enable us to concentrate our resources on programs occurring closer to our primary service area," The Journal Times relates, citing CHS Interim Chief Executive Officer Julie Sprecher. Citing CHS, The Journal Times states that the Racine center "has been struggling for some time now with an inability to replace exiting providers." The report adds that the center's patient activity had dropped and its financial performance declined. According to The Journal Times, Ms. Sprecher said that CHS won't close its locations in Beloit, Janesville and Darlington. Headquartered in Beloit, Wisconsin, Community Health Systems, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No. 14-11319) on March 31, 2014, estimating its assets and debts at between $1 million and $10 million. The petition was signed by Richard A. Perry, chief executive officer. Judge Robert D. Martin presides over the case. Rebecca R. DeMarb, Esq., at Kerkman Dunn Sweet Demarb, serves as CHS's bankruptcy counsel. COUNTRY STONE: Lender Hikes Financing Commitment to $35M -------------------------------------------------------- U.S. Bankruptcy Judge Thomas L. Perkins, in an amended order, extended the term of the final order authorizing Country Stone Holdings, Inc., et al., to incur postpetition financing from pre-bankruptcy secured lender First Midwest Bank, and use cash collateral. The Court ordered that the final order will remain in full force and effect until Jan. 23, 2015, subject only to these revisions: 1. Sec. 14(k) of the final order is amended so the date appearing in that Section will be Jan. 23, 2015; 2. Sec. 14(l) of the final order is amended so the date appearing in that Section will be Jan. 23, 2015; and 3. The postpetition lender's commitment to Debtors is increased to $35,250,000. As reported in the Troubled Company Reporter on Dec. 10, 2014, the Debtor obtained final authority to tap a financing package from First Midwest Bank. First Midwest originally agreed to extend up to $34 million in postpetition financing, which accrues at prime rate plus 2.0%. As of Oct. 22, 2014, the Debtors' outstanding amount owing under the First Midwest loan agreement is $38.2 million. The loans are secured by a substantial portion of the Debtors' assets and are guaranteed by non-debtors Bjustrom Bjustrom and Country Stone & Soil, Inc. 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. Country Stone disclosed $45 million in liabilities. 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. COYOTES HOCKEY: Court Sides With Jerry Moyes in Lawsuit by NHL -------------------------------------------------------------- Rick Westhead at TSN reports that the Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the District of Arizona has reiterated that the NHL shouldn't get the $145 million it demanded from former Phoenix Coyotes owner Jerry Moyes. TSN recalls that the NHL, which won an auction of the team on Nov. 2, 2009, through a $140 million bid, sued Mr. Moyes for $145.9 million, alleging that he breached an agreement to keep the team in Phoenix for seven years after he acquired the team. The report says that the NHL demanded that Mr. Moyes should have to cover the league's legal fees and expenses. The Bankruptcy Court threw out most of the NHL's demands against Mr. Moyes in 2013, a finding that the Bankruptcy Court reiterated on Wednesday, the report adds. TSN relates that the Bankruptcy Court also recommended to a district court judge that Mr. Moyes should not be required to repay about $11.6 million worth of claims that the NHL has already paid to the team's creditors. TSN quoted Judge Baum as saying, "The NHL's position throughout this action and during the bankruptcy case has been that the Coyotes and Moyes were in default of multiple obligations since prior to the filing of the bankruptcy cases. Thus in the bankruptcy case, the NHL was entitled to recover all of its reasonable attorney's fees and expenses as a condition of the assumption of the bundle of contract rights acquired by the NHL. For whatever reason, the NHL never made any claim for those attorney's fees and expenses in connection with its purchaser of the Coyotes . . ." Citing Judge Baum, TSN reports that NHL should have claimed all attorney fees and expenses prior to its purchase of the team in 2009. According to TSN, Judge Baum also recommended that the NHL's claim against Mr. Moyes for unpaid amounts owed to Gretzky be dismissed. TSN states that the case will be decided in U.S. district court in coming months and Judge Baum's recommendation will be used to make a ruling. "The matters Baum ruled on will be dealt with on a de novo basis by the district court. Let's get past that phase before we need to determine whether further appeals are necessary," TSN quoted NHL deputy commissioner Bill Daly as saying. About the Phoenix Coyotes The Phoenix Coyotes -- http://www.PhoenixCoyotes.com-- are one of 30 teams that play in the National Hockey League. The Coyotes are based in Glendale, Arizona and play their home games at Jobing.com Arena. The Coyotes have qualified for the playoffs for the past three years and in 2011-12, the team won the Pacific Division title and reached the Western Conference Final for the first time in franchise history. On the ice, the Coyotes are led by Captain Shane Doan, goaltender Mike Smith and standout defensemen Keith Yandle and Oliver Ekman-Larsson. Off the ice, the club is a model of consistency under the guidance of President & COO Mike Nealy, General Manager Don Maloney (2009-10 GM of the Year), and Head Coach Dave Tippett (2009-10 Jack Adams Award winner as the NHL's top coach). About Coyotes Hockey Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of the Phoenix Coyotes team of the National Hockey League -- filed for Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on May 5, 2009. The Debtors were represented by Squire, Sanders & Dempsey, LLP, in Phoenix, and estimated their assets and debts to be between $100 million and $500 million. In the third quarter of 2009, Judge Redfield T. Baum approved the sale of the Phoenix Coyotes to the National Hockey League, which acquired the team to quash a plan by Research-In-Motion founder Jim Balsillie to move the team to Ontario, Canada. Coyotes Hockey was sent to Chapter 11 to effectuate a sale by owner Jerry Moyes to Mr. Balsillie. The NHL acquired the team for $140 million in October 2009 and said it wants to sell the team for $170 million. The city of Glendale, Arizona, owns Jobing.com Arena, where the team plays. In September 2010, the Bankruptcy Court rejected a motion to impose a trustee or convert the case to a Chapter 7 liquidation. CREEKSIDE ASSOCIATES: Jan. 28 Hearing on Dilworth as Counsel ------------------------------------------------------------ The U.S. Bankruptcy Court will convene a hearing on Jan. 28, 2014, at 1:30 p.m., to consider Creekside Associates Ltd.'s motion to employ Dilworth Paxson LLP as bankruptcy counsel. At the hearing, the Court will also consider the objection filed by Creekside JV Owners. About Creekside Associates Creekside Associates, Ltd., owns and operates the Creekside Apartments, a 1000+ unit apartment complex located at 2500 Knights Road, Bensalem, Pennsylvania. Creekside Associates filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 14-19952) in Philadelphia on Dec. 19, 2014. The case is assigned to Judge Stephen Raslavich. The Debtor estimated $50 million to $100 million in assets and debt. The Debtor has tapped Dilworth Paxson LLP as bankruptcy attorneys and Kaufman, Coren & Ress, P.C., as special counsel. CROSSFOOT ENERGY: Files Schedules of Assets and Liabilities ----------------------------------------------------------- CrossFoot Energy LLC filed with the bankruptcy court its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $417,514 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $12,240,302 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $48,644 ----------- ----------- TOTAL $417,514 $12,288,946 A copy of the schedules is available for free at http://bankrupt.com/misc/CROSSFOOTENERGY_66_sal.pdf About CrossFoot Energy Based in Fort Worth, Texas, with a field office in Midland, Texas, CrossFoot Energy, LLC, and its affiliates operate an oil and gas company focused on the acquisition and improvement of lower-risk, long live proven reserves. CrossFoot's primary production occurs out of the Siluro-Devonian formation with significant additional shallower reserves behind-pipe in the Spraberry, Wolfcamp, Strawn, Penn Lime and Mississippian formations. CrossFoot Energy, LLC, and its affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 14-44668) in Ft. Worth, Texas on Nov. 20, 2014. The case is assigned to Judge Russell F. Nelms. Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, in Ft. Worth, Texas, serves as counsel to the Debtors. As of the Petition Date, secured creditor Prosperity Bank is owed $12.1 million. CRYOPORT INC: Issues $450,000 Secured Promissory Notes ------------------------------------------------------ Cryoport, Inc., on Dec. 10, 2014, and Jan. 14, 2015, issued to certain accredited investors 2014 Series Secured Promissory Notes in the aggregate original principal amount of $450,000. The Notes accrue interest at a rate of 7% per annum. All principal and interest under the Notes will be due on July 1, 2015, however, the Company may elect to extend the maturity date of the Notes to Jan. 1, 2016, by providing written notice to the Investors and a warrant to purchase a number of shares of the Company's common stock equal to (a) the then outstanding principal balance of the Note, divided by (b) $0.50 multiplied by 125%. The Company may prepay the Notes at any time without penalty and will prepay the Notes in an amount equal to 25% of the net cash proceeds received by the Company during each month from the issuance of either debt or equity. The Company has previously issued Notes in the aggregate original principal amount of $415,000. Accordingly, through January 2015, the Company has issued Notes in the aggregate principal amount of $865,000 and warrants to purchase 1,937,500 shares of common stock. In January 2015, the Company repaid $113,475 of the original principal amount. The Notes are secured by all tangible assets of the Company pursuant to the terms of that certain Security Agreement dated Dec. 3, 2014, between the Company and the Investors. The Company is obligated to keep the collateral and all of its other personal property and assets, including general intangibles, free and clear of all security interests, except for certain limited exceptions. In connection with the issuance of the Notes on Dec. 10, 2014, and Jan. 14, 2015, the Company issued the Investors warrants to purchase 900,000 shares of common stock at an exercise price of $0.50 per share. The warrants are exercisable on May 31, 2015, and expire on Nov. 30, 2021. Cryoport did not pay any discounts or commissions with respect to the issuance of the Notes or the warrants issued in connection with the Notes. Subscription Agreements In November and December 2014, Cryoport entered into definitive agreements for a private placement of its securities to certain institutional and accredited investors for aggregate gross proceeds of $735,744 (approximately $652,665 after estimated cash offering expenses) pursuant to certain Subscription Agreements between the Company and the Investors. The Company intends to use the net proceeds for working capital purposes. Pursuant to the Subscription Agreements, the Company issued shares of Class A Convertible Preferred Stock and warrants to purchase common stock of the Company. The shares and warrants were issued as a unit consisting of (i) one share of Class A Convertible Preferred Stock of the Registrant and (ii) one warrant to purchase eight shares of Common Stock at an exercise price of $0.50 per share, which were immediately exercisable and may be exercised at any time on or before March 31, 2019. A total of 61,313 Units were issued in exchange for gross proceeds of $735,744, or $12.00 per Unit, in November and December 2014. Emergent Financial Group, Inc., served as the Company's placement agent in this transaction and received, a commission of 10% and a non-accountable finance fee of 3% of the aggregate gross proceeds received from such Investors, in addition to the reimbursement of legal expenses of up to $40,000. Emergent Financial Group, Inc., will also be issued a warrant to purchase three shares of Common Stock at an exercise price of $0.50 per share for each Unit issued in this transaction. The Company and Emergent Financial Group, Inc. have agreed that the offering of Units to new Investors will be extended through Feb. 28, 2015. About Cryoport Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides comprehensive solutions for frozen cold chain logistics, primarily in the life science industries. Its solutions afford new and reliable alternatives to currently existing products and services utilized for bio-pharmaceuticals and biologics, including in-vitro fertilization, cell lines, vaccines, tissue and other commodities requiring a reliable frozen solution. Cryoport reported a net loss of $19.56 million on $2.65 million of revenues for the year ended March 31, 2014, as compared with a net loss of $6.38 million on $1.10 million of revenues for the year ended March 31, 2013. The Company's balance sheet at Sept. 30, 2014, showed $1.20 million in total assets, $2.57 million in total liabilities, all current, and a $1.37 million total stockholders' deficit. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2014. The independent auditors noted that the Company has incurred recurring operating losses and has had negative cash flows from operations since inception. Although the Company has cash and cash equivalents of $369,581 at March 31, 2014, management has estimated that cash on hand, which include proceeds from convertible bridge notes received in the fourth quarter of fiscal 2014, will only be sufficient to allow the Company to continue its operations into the second quarter of fiscal 2015. These matters raise substantial doubt about the Company's ability to continue as a going concern, the auditors maintained. CURO HEALTH: Moody's Assigns B3 CFR & Rates New 1st Lien Loan B2 ---------------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating and a B3-PD Probability of Default Rating to Curo Health Services Holdings, Inc. Concurrently, Moody's assigned a B2 rating to the company's proposed first lien senior secured credit facilities. The rating outlook is stable. The first lien credit facilities will be comprised of a $45 million revolving credit facility and a $380 million term loan. The company has received commitments for the $120 million of second lien senior secured notes (unrated) in a private offering. The proceeds of the debt issuance along with an equity contribution from equity sponsor Thomas H. Lee L.P. will be used to fund the acquisition of the company. The following ratings have been assigned subject to review of final documentation: Curo Health Services Holdings, Inc. Corporate Family Rating at B3 Probability of Default Rating at B3-PD First lien senior secured credit facilities at B2 (LGD3) Rating outlook: stable The following ratings are unchanged and will be withdrawn upon closing: Curo Health Services, LLC Corporate Family Rating at B3 Probability of Default Rating at B3-PD First lien senior secured credit facilities at B2 (LGD3) Second lien senior secured term loan at Caa2 (LGD5) Rating Rationale The B3 CFR reflects Moody's assessment of risk arising from Curo's singular focus on the hospice industry, its high revenue concentration from Medicare (roughly 95% of total revenue) and the increasing regulatory oversight of the industry. Moody's expects that there will be continued focus on containing costs and improving quality and compliance that will impact Medicare reimbursement over the next few years. The rating also reflects the company's small size, the presence of considerable competition in a fragmented industry and high financial leverage. Moody's expects debt/EBITDA to remain in the high 5.0 times range over the next 12-18 months. The rating also incorporates Moody's consideration of the integration risks from the recent SouthernCare acquisition in May 2014, which nearly doubled the company's revenue base, as well as uncertainty related to the litigation and regulatory environment. The rating is supported by Curo's position as the third largest for-profit hospice operator in the US. Moody's also recognizes Curo's recent revenue growth and management's track record of integrating previous acquisitions. In addition, Moody's anticipates that Curo's capital expenditures will remain modest and that the company will use free cash flow for debt reduction. The stable rating outlook reflects Moody's expectation that Curo's revenue and EBITDA will increase modestly over the next 12-18 months. The stable outlook also reflects Moody's expectation that the company will delever and maintain good liquidity. Prior to a positive rating action, Moody's would need to gain comfort that any adverse impact from changes in Medicare reimbursement will be manageable without materially impairing the company's operating results or cash flow. In addition, Moody's could consider a rating upgrade if the company reduces and sustains debt/EBITDA around 5.5 times. The ratings could be downgraded if there is a contraction in operating cash flow, such that free cash flow turns negative, or if the company's liquidity deteriorates. Ratings could also be downgraded if litigation risks materialize, the company fails to integrate SouthernCare successfully, or if debt/EBITDA is expected to be sustained above 6.5 times. The principal methodology used in this rating was the Global Healthcare Service Providers published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Curo is a hospice provider primarily in Southeastern and Southwestern U.S, Curo operates 160 locations in 18 states. CURO HEALTH: S&P Assigns 'B' CCR & Rates $425MM 1st Lien Debt 'B' ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned a 'B' corporate credit rating to hospice service provider Curo Health Services Holdings Inc. The outlook is stable. At the same time, S&P assigned a 'B' issue rating to the company's $45 million revolving credit facility and $380 million first-lien term loan. The recovery rating on this debt is '3', indicating S&P's expectations of meaningful recovery (50% to 70%) of principal in the event of a default. S&P is also assigning a 'CCC+' issue rating and '6' recovery rating to the company's $120 million second-lien secured notes, indicating expectations of negligible recovery (0% to 10%) in the event of default. S&P plans to withdraw its 'B' corporate credit rating on Curo Health Services LLC when the financing is finalized. "Our assessments of the business and financial risk profiles on the parent of Curo Health Services are unchanged following the acquisition of the company,' said Standard & Poor's credit analyst Tahira Wright. The "weak" business risk profile reflects its narrow focus in the very fragmented hospice care industry, reimbursement risk, and modest scale (under $500 million revenues), despite the industry's favorable demographics and the company's improving operational performance over the past few years. Its "highly leveraged" financial risk profile considers pro forma the transaction debt leverage of 7x and funds from operations (FFO) to debt less than 10% at year-end 2015 and beyond and its sponsor ownership. As a result, we assess business risk as "weak" and financial risk as "highly leveraged". S&P's stable outlook anticipates mid-single-digit volume growth and relatively flat reimbursement over the next few years. S&P believes the company will deploy free operating cash flow to fund small acquisitions. A large reimbursement cut or adverse reimbursement change, without offsetting cost-cutting measures or higher patient volumes, is the most likely scenario for a downgrade. S&P estimates a 5% revenue decline stemming from such an event, absent of any offsets, will result in a 500-basis-point EBITDA margin reduction and reduce free operating cash flow to negligible levels, and precipitate a downgrade. An upgrade is unlikely over the next few years given Curo's high debt leverage, which S&P expects to remain above 6x over this period. However, if revenue growth well exceeds S&P's base case, and the company deploys internally generated cash over the next couple to debt repayment, S&P could raise the ratings. S&P would also need to believe that sponsors would operate the company with debt to EBITDA below 5x on a sustained basis. In S&P's view, debt to EBITDA does not approach 5x unless revenues increase by 12% in 2015. DAHL'S INC: Finds Separate Buyer for Iowa Real Estate ----------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Dahl's Foods found a buyer willing to pay $2.8 million for real estate, buildings and equipment in Clive, Iowa. According to the report, Dahl's said Equity Ventures Commercial Development LC has agreed to purchase the Clive real estate and reduced the based purchase price to $3.5 million in the grocery chain's agreement with Associated Wholesale Grocers Inc., which is the stalking horse bidder for substantially all of Dahl's assets. Bloomberg said AWG agreed to serve as the back-up purchaser of the Clive real estate for $1 million if the sale to Equity Ventures falls through. As previously reported by The Troubled Company Reporter, citing the Des Moines Register, an auction was held in the law offices of Bradshaw, Fowler, Proctor & Fairgrave in Des Moines, Iowa, for Dahl's assets, but a winning bidder has not yet been revealed. A sale hearing will be held on Jan. 30, 2015. About Dahl's Foods Dahl's Foods owns and operates 10 full-line grocery stores in and around the Des Moines, Iowa area. Since the 1970s, Dahl's has been employee owned pursuant to an ESOP with 97% of the ownership held by the ESOP. The remaining 3% is owned by certain past and present members of management and other former employees. Individual grocery store square footage ranges from 28,820 to 70,000 and averages 55,188. Dahl's employs over 950 people. For the 52 weeks ended June 28, 2014, Dahl's generated sales of $136.8 million. Foods, Inc. dba Dahl's Foods, Dahl's Food Mart, Inc., and Dahl's Holdings I, LLC, sought bankruptcy protection (Bankr. S.D. Iowa Lead Case No. 14-02689) in Des Moines, Iowa on Nov. 9, 2014, with a deal to sell to Associated Wholesale Grocers Inc. for $4.8 million. The Debtors have tapped Bradshaw, Fowler, Proctor & Fairgrave, P.C., as bankruptcy counsel, Crowe & Dunlevy, P.C., as special reorganization and conflicts counsel, and Foods Partners, LLC as financial advisor and investment banker. DANIEL GORDON: Ex-Wall Street Trader Hid Millions From Court ------------------------------------------------------------ Sara Randazzo, writing for The Wall Street Journal, reported that Daniel Gordon, who filed for Chapter 7 protection in October 2009, recently met the ire of a bankruptcy judge, who refused to let him get rid of his debts through bankruptcy because of repeated lies to the court. According to the report, the accumulation of deceits and excuses from Daniel Gordon "helped destroy his credibility and, quite frankly, insulted the intelligence of the court," Judge Robert Gerber in U.S. Bankruptcy Court in Manhattan wrote in a Jan. 13 ruling. The court’s order, which follows a two-day trial held in May 2013, denied Mr. Gordon the ability to use the bankruptcy process to discharge tens of millions of dollars in debt, the Journal related. DEB STORES: Has Final Authorization for $25-Mil. DIP Financing -------------------------------------------------------------- U.S. Bankruptcy Judge Kevin Gross has authorized Deb Stores to obtain $25 million secured postpetition superpriority financing from PNC Bank, National Association, as agent and lender, and use cash collateral. The Debtors owe lenders led by PNC on a prepetition revolving credit amounting to $25.1 million plus interest on as of Dec. 1, 2014. The Debtors also owe lenders led by Ableco, LLC, as administrative agent, on a term loan totaling $74.5 million plus interest. The salient terms of the proposed DIP Revolving Credit Agreement are: * Borrowers: Debtors. * DIP Revolving Lenders: PNC Bank, N.A., as agent, and sole lender. * Type and Amount of DIP: A senior debtor-in-possession revolving credit facility Amount of DIP extended by the DIP Revolving Credit Lenders in the amount of up to $25,000,000, plus any interest, fees and other obligations accrued thereon. Under the interim order, the aggregate financing available to the Debtors under the DIP Revolving Credit Agreement will not exceed $23,000,000 in principal amount. * Approved Budget: Use of cash shall be subject to the approved budget and the period commencing on the Petition Date and ending on March 1, 2015, unless terminated earlier as and when the Debtors' sell substantially all of their assets or otherwise repay the Revolving Credit Obligations. * Adequate Protection for Prepetition Revolving Credit Agent: A lien in the DIP collateral, a postpetition claim against the Debtors' estates having equal priority to the DIP revolving credit obligations, payment of reasonable fees and expenses. * Adequate Protection for Term Loan Agent: A lien in the DIP collateral, a postpetition claim and payment of reasonable fees and expenses. * Facility Fees: The Debtors will pay the DIP agent a fee in an amount equal to $50,000 and an unused line fee of 0.50% per annum. * Interest Rate: The interest rate will be the prime rate plus 3.5 percent per annum or 6.75 percent per annum at the current rates. * Maturity Date: The proposed credit facility will mature on the earliest to occur of the expiration of the term (i.e. March 1, 2015) or earlier termination of the DIP facility in accordance with the terms of the DIP Revolving Credit Agreement. The order contemplates repayment of the DIP Revolving Credit Lenders and the Term Loan Lenders, as the case may be, from the proceeds of the disposition of the Debtors' assets. As reflected in the budget, the Debtors anticipate that the Prepetition Revolving Credit Lenders and the DIP Revolving Credit Lenders will be paid in full from the proceeds of the sale. Following a payment of the Revolving Credit Obligations, the interim order provides that the Term Loan Lenders will receive an initial pay- down of no less than $9.2 million upon the closing of a stalking horse agreement with liquidators, or a higher or better bid, and possible subsequent payments as set forth in the interim order. About Deb Stores Headquartered in Philadelphia, Pennsylvania, Deb Stores is a mall-based retailer in the juniors "fast-fashion" specialty sector that operates under the name "DEB" and offers moderately priced, fashionable, coordinated women's sportswear, dresses, coats, lingerie, accessories and shoes for junior and plus sizes. The company, founded by Philip Rounick and Emma Weiner, opened its first store under the name JOY Hosiery in Philadelphia, Pennsylvania in 1932. As of Sept. 30, 2014, the company operated a total of 295 retail store locations (primarily in the East and Midwest, especially Pennsylvania, Ohio and Michigan) as well as an e-commerce channel. On June 26, 2011, Deb Stores' predecessors -- DSI Holdings Inc. and its subsidiaries -- sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-11941) and closed the sale of the assets three months later to Ableco Finance, LLC, the agent for the first lien lenders. Deb Stores Holding LLC and eight affiliated companies commenced Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014. The Debtors are seeking to have their cases jointly administered, with pleadings maintained on the case docket for Deb Stores Holding (Case No. 14-12676). The cases are assigned to Judge Mary F. Walrath. Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as counsel to the Debtors. Epiq Bankruptcy Solutions, LLC, is the claims and noticing agent. As of Dec. 31, 2014, the Debtors' most recent audited consolidated financial statements reflected assets totaling $90.5 million and liabilities totaling $120.1 million. DENBURY RESOURCES: S&P Revises Outlook to Neg. & Affirms 'BB' CCR ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Plano, Texas-based Denbury Resources Inc. to negative from stable. At the same time, S&P affirmed all existing ratings, including its 'BB' corporate credit rating on the company, its 'BBB-' issue-level rating on its senior secured bank debt, its 'BB' rating on its subordinated notes. The '4' recovery rating on the subordinated notes and the '1' recovery rating on the bank loan debt are unchanged. "The outlook revision reflects our expectation that Denbury's credit measures will deteriorate over the next two years based on our revised price deck," said Standard & Poor's credit analyst Christine Besset. Under S&P's assumptions that the company will reduce capital spending to its public guidance of $550 million while keeping production roughly flat at 75,000 barrels per day, S&P expects leverage to approach 4x and funds from operations (FFO)/debt to weaken to about 20% in 2015. S&P's ratings on Denbury, an independent E&P company, continue to reflect the capital-intensive and high operating costs of its tertiary oil operations and its aggressive capital spending program. The ratings incorporate S&P's "fair" business risk, "significant" financial risk, and "adequate" liquidity assessments. The ratings also reflect the company's significant production of high-priced oil and its relatively low-risk exploitation strategy. The outlook is negative, reflecting S&P's expectation that Denbury's credit measures will deteriorate in the next two years under S&P's pricing assumptions. DEWEY & LEBOEUF: Former Dewey Executives Settle $22 Million Suit ---------------------------------------------------------------- Sara Randazzo, writing for The Wall Street Journal, reported that the trustee liquidating Dewey & LeBoeuf LLP's estates have entered into a settlement with its former chief financial officer, Joel Sanders, and former executive director, Stephen DiCarmine, although terms of the settlements were confidential. According to the report, an order signed by U.S. Bankruptcy Judge Martin Glenn in New York simply said, "The court has been informed that the parties have settled this matter." The defunct firm's trustee sought to recover nearly $22 million from the two former executives. About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf LLP operated as a prestigious, New York City- based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension Benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. FTI Consulting, Inc. was appointed secured lender trustee for the Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A. Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at Togut, Segal & Segal LLP, serve as counsel to the Liquidation Trustee. Dewey's liquidating Chapter 11 plan was approved by the bankruptcy court in February 2013 and implemented in March. The plan created a trust to collect and distribute remaining assets. The firm estimated that midpoint recoveries for secured and unsecured creditors under the plan would be 58.4 percent and 9.1 percent, respectively. DIGITAL RIVER: Moody's Assigns B2 CFR & Rates 1st Lien Debt B1 -------------------------------------------------------------- Moody's Investors Service has assigned first-time corporate family and probability of default ratings ("CFR" and "PDR", respectively) of B2 and B2-PD, respectively, to Digital River, Inc. Moody's also assigned B1 ratings to the $10 million revolver and $255 million first lien term loan and a Caa1 rating to the $80 million second lien term loan. The rating outlook is stable. The proceeds from the financing, along with company cash and a sponsor equity contribution, will be used by an affiliate of Siris Capital Group, LLC to acquire Digital River in a transaction valued at about $842 million. Ratings Rationale The B2 CFR reflects Digital River's concentrated business profile and small scale relative to larger technology and payment processing companies with greater financial resources. Digital River is heavily reliant on Microsoft, which represents about one third of total revenues. While the company recently extended its contract with Microsoft to March 2017 (with Microsoft having the option to extend for up to 4 separate 6 month renewal terms), the risk of a contract downsizing or termination at maturity represents a key rating constraint. As such, the B2 rating reflects Moodys' expectation that Digital River will reduce leverage to 5 times adjusted debt to EBITDA by the end of 2016 and further diversify its revenue stream through accelerated growth in its Branded Manufacturing Commerce and Payments businesses. The rating also considers the modest profitability (low teens operating margin percentage) and cash flow (low to mid single digit free cash flow to debt ratios) as Digital River engages in significant cost saving initiatives and ramps up its Branded Manufacturing Commerce over the next year. Moody's expects that it will take the Branded business a couple of years to generate meaningful profits given sales and technology investments and the time required to win new business. The rating is supported by a longstanding client base of leading software companies and favorable industry dynamics. Moody's anticipates a rapidly growing global eCommerce market (projected growth rates above 10%), with greater online penetration opportunities abroad and in industries outside of Digital River's core software vertical. The stable outlook reflects Moody's expectation that Digital River will generate at least mid-single digit annual revenue growth and steadily improving profitability with leverage improving to about 5 times over the next two years. Operating performance will likely be supported by the growth rate of the global eCommerce market which is expected to grow at multiples of Moody's projected global GDP growth of 3% in 2015 and 2016. The ratings could be upgraded if Digital River achieves double digit revenue growth, an increasingly diversified customer base, free cash flow to debt of at least 10%, and adjusted debt to EBITDA below 3.5 times on a sustained basis with an expectation of disciplined financial policies. Downward ratings pressure could arise if adjusted debt to EBITDA is expected to be sustained above 5 times, financial policies become more aggressive with debt funded dividend payments or acquisitions, liquidity deteriorates (e.g., negative cash flow or decreasing covenant cushion), or customer churn increases. The following first-time ratings/assessments were assigned: Corporate Family Rating -- B2 Probability of Default Rating -- B2-PD Senior Secured Revolving Credit Facility -- B1 (LGD3) Senior Secured First Lien Term Loan -- B1 (LGD3) Senior Secured Second Lien Term Loan -- Caa1 (LGD5) The rating outlook is stable. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 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. Digital River, Inc., with projected annual revenues of about $400 million, is a provider of eCommerce solutions that support the sale and fulfillment of primarily software and gaming products. The company also provides online payment processing services. DIGITAL RIVER: S&P Assigns Preliminary 'B-' CCR; Outlook Stable --------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its preliminary 'B-' corporate credit rating to Minnetonka, Minn.-based Digital River Inc. The outlook is stable. At the same time, S&P assigned a preliminary 'B' issue-level rating and preliminary '2' recovery rating to the company's proposed $10 million first-lien revolver maturing 2020 and $255 million first-lien term loan maturing 2021. The preliminary '2' recovery rating indicates S&P's expectation for substantial (70%-90%) recovery in the event of a payment default. Additionally, S&P assigned a preliminary 'CCC' issue-level rating and preliminary '6' recovery rating to the company's proposed $80 million second-lien term loan maturing 2022. The preliminary '6' recovery rating indicates S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. The final 'B-' corporate credit rating and issue ratings are subject to receipt and review of final documentation. "The ratings on Digital River reflect the company's relatively small scale and significant client concentration within the highly competitive and fragmented e-commerce solutions market," said Standard & Poor's credit analyst Jenny Chang. The ratings also reflect pro forma leverage in the mid-6x area as of Dec. 31, 2014, which S&P expects to subside to the low- to mid-5x area by Dec. 31, 2015. Over the coming year, S&P expects the company will realize a portion of the planned cost reduction thus improving EBITDA margins and reducing leverage. The stable outlook reflects S&P's view that Digital River will achieve low- to mid-single-digit revenue growth and a modest level of cost reduction to improve EBITDA and free cash flow over the coming year. The company's size, considerable customer concentration, and private equity ownership limit the likelihood of an upgrade over the coming year. However, S&P could raise the rating over the longer term if the company can gain meaningful scale, diversify its customer base, and improve profitability. S&P could lower the rating if increased competition leads to elevated pricing pressure or a spike in attrition resulting in a weakening liquidity position. DOMARK INTERNATIONAL: Incurs $756,000 Net Loss in Nov. 30 Qtr. -------------------------------------------------------------- Domark International, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $757,000 on $0 of sales for the three months ended Nov. 30, 2014, compared to a net loss of $520,000 on $0 of sales for the same period in 2013. For the six months ended Nov. 30, 2014, the Company reported a net loss of $1.41 million on $0 of sales compared to a net loss of $1.28 million on $0 of sales for the same period a year ago. As of Nov. 30, 2014, the Company had $1.39 million in total assets, $3.20 million in total liabilities, and a $1.81 million stockholders' deficit. The Company said it has inadequate working capital to maintain or develop its operations, and is dependent upon funds from private investors, promissory notes from lenders, and the support of certain stockholders. The Company maintained these factors raise substantial doubt about the ability of the Company to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: http://is.gd/wUEJmN About Domark International Based in Lake Mary, Florida, DoMark International, Inc., was incorporated under the laws of the State of Nevada on March 30, 2006. The Company was formed to engage in the acquisition and refinishing of aged furniture using exotic materials and then reselling it through interior decorators, high-end consignment shops and online sales. The Company abandoned its original business of exotic furniture sales in May of 2008 and pursued the acquisition of entities to best bring value to the company and its shareholders. EINSTEIN NOAH: S&P Affirms 'B+' CCR then Withdraws Rating --------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating with a stable outlook on Einstein Noah Restaurant Group Inc. Subsequently, S&P withdrew the rating on the company at the issuer's request. The company now operates as a subsidiary of JAB Holdings. ENERGY FUTURE: American Stock Appointed as Committee Member ----------------------------------------------------------- The U.S. Trustee for Region 3 appointed American Stock Transfer & Trust Company, LLC, to the official committee of unsecured creditors of Energy Future Holdings Corp. American Stock replaced Mark Landon who resigned from the committee, according to a filing with the U.S. Bankruptcy Court in Delaware. The unsecured creditors' committee is now composed of: (1) Brown & Zhou, LLC Attn: Mabel Brown c/o Belleair Aviation, LLC 565 Metro Place S., Suite 300 Dublin, OH 43017 Phone: 614-581-7858 (2) Peter Tinkham 1010 Wimberly Court Allen, TX 75013 Phone: 972-390-0171 (3) Shirley Fenicle, as successor-in-interest to the Estate of George Fenicle c/o Kazan, McClain Satterley & Greenwood, PLC Attn: Steven Kazan 55 Harrison Street, Suite 400 Oakland, CA 94607 Phone: 510-302-1000 Fax: 510-835-4913 (4) David William Fahy c/o Early, Lucarelli Sweeney & Meisenkothen, LLC Attn: Ethan Early One Century Tower 11th Floor, 265 Church Street New Haven, CT 06510 Phone: 203-777-7799 Fax: 203-785-1671 (5) American Stock Transfer & Trust Company, LLC c/o Erica J. Goodstein, Senior Counsel 6201 15th Avenue Brooklyn, NY 11219 Phone: 718-921-8180 Fax: 718-331-1852 About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4 billion in book value and total liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. ENERGY FUTURE: Needs More Time to Continue Plan Discussions ----------------------------------------------------------- Energy Future Holdings Corp., et al., filed a second motion asking the U.S. Bankruptcy Court for the District of Delaware to further extend the periods during which they have the exclusive right to file a Chapter 11 to the end of the statutory period provided by Section 1121 of the Bankruptcy Code, through and including Oct. 29, 2015. The Debtors also ask the Court to further extend their exclusive periods for an additional 60 days to solicit votes on their Chapter 11 plan, as provided by Section 1121, through and including Dec. 29, 2015. Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, tells the Court that plan discussions for the Debtors are in their early stages and maintaining the exclusivity periods is critical to the Debtors’ ability to advance plan discussions beyond the early stages. If granted an extension of the Exclusivity Periods, the Debtors’ priority will be to facilitate a continued dialogue with their various stakeholders relating to all of the issues in the case, including, most importantly, the plan of reorganization, Mr. Madron adds. A hearing on the extension request is scheduled for Feb. 10, 2015, at 9:30 a.m. Objections are due Feb. 3. 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. ENRIZON WORLDWIDE: Case Summary & 11 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Enrizon Worldwide, Inc. c/o Roger Schlossberg 18421 Henson Boulevard, Suite 201 Hagerstown, MD 21742 Case No.: 15-10863 Chapter 11 Petition Date: January 21, 2015 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Hon. Paul Mannes Debtor's Counsel: Paul Sweeney, Esq. YUMKAS, VIDMAR & SWEENEY, LLC 10211 Wincopin Circle, Suite 500 Columbia, MD 21044 Tel: (443) 569-5972 Fax: (410) 571-2798 Email: psweeney@yvslaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Roger Schlossberg, Ch. 7 Trustee, sole director. A list of the Debtor's 11 largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb15-10863.pdf EVERYWARE GLOBAL: Gets Another NASDAQ Noncompliance Notice ---------------------------------------------------------- EveryWare Global, Inc., received on Jan. 15, 2015, a deficiency notice from the NASDAQ Stock Market stating that for the last 30 consecutive business days, the Company had not met the $1 per share minimum bid price continued listing standard as required by Rule 5450(a)(1). As provided in the NASDAQ rules, the Company has 180 calendar days, or until July 14, 2015, to regain compliance. To regain compliance, the minimum bid price of the Company's securities must be at least $1 for a minimum of ten consecutive business days at any time prior to July 14, 2015. As previously disclosed, on Nov. 19, 2014, the Company received a deficiency notice from NASDAQ stating that for the last 30 consecutive business days, the Company had not met the $15 million minimum market value of publicly held shares continued listing standard as required by Rule 5450(b)(3)(C). As provided in the NASDAQ rules, the Company has 180 calendar days, or until May 18, 2015, to regain compliance. To regain compliance, the market value of the Company's publicly held shares must be $15 million or more for a minimum of ten consecutive business days at any time prior to May 18, 2015. If the Company has not regained compliance prior to May 18, 2015, the Company will consider whether to apply to transfer its common stock to the NASDAQ Capital Market. The ability to transfer to the NASDAQ Capital Market would be dependent upon the Company meeting the applicable listing requirements for that exchange. If the Company does not transfer its securities to the NASDAQ Capital Market or regain compliance with Rule 5450(b)(3)(C) by May 18, 2015, the NASDAQ staff will issue a notice that its securities are subject to delisting. The Company then has the right to appeal the decision to a NASDAQ Listing Qualifications Panel. If the Company is eligible to, and decides to, transition to the NASDAQ Capital Market, the transition would not impact the Company's obligation to file periodic reports and other reports with the Securities and Exchange Commission under applicable federal securities laws. About EveryWare EveryWare Global, Inc. is a global marketer of tabletop and food preparation products for the consumer and foodservice markets, with operations in the United States, Canada, Mexico, Latin America, Europe and Asia. Its global platform allows it to market and distribute internationally its total portfolio of products, including bakeware, beverageware, serveware, storageware, flatware, dinnerware, crystal, buffetware and hollowware; premium spirit bottles; cookware; gadgets; candle and floral glass containers; and other kitchen products, all under a broad collection of widely-recognized brands. For the six months ended June 30, 2014, the Company reported a net loss of $65.3 million on $195 million of total revenues compared to a net loss of $2 million on $200 million of total revenue for the same period during the prior year. As of June 30, 2014, the Company had $274 million in total assets, $400 million in total liabilities, and a $126 million stockholders' deficit. * * * As reported by the TCR on Aug. 6, 2014, Standard & Poor's Ratings Services raised its corporate credit rating on EveryWare Global Inc. to 'CCC+' from 'CCC-'. "The upgrade reflects our view that a default scenario is less likely as a result of a $20 million investment from majority owner, Monomoy Capital Partners, in addition to a waiver received for the covenant default in the quarter ended March 2014 and the expected covenant default in the quarter ended June 2014. EXPRESS LLC: Buyout Termination No Impact on Moody's Ba3 Rating --------------------------------------------------------------- Moody's Investors Service said that the termination of buyout discussions between Express LLC ("Express", Ba3 stable) and private equity firm Sycamore Partners is credit positive since it reduces the near-term possibility of a leveraged buyout. The termination has no impact on Express' ratings or outlook, but operating challenges from fast fashion competition and ecommerce remain. Express LLC, headquartered in Columbus, Ohio, is an apparel retailer targeting 20- to 30-year-old men and women. The company operates 640 retail stores in the United States, Canada and Puerto Rico. It also franchises stores in South Africa, the Middle East and Latin America. Revenues for the twelve months ended November 1, 2014 were about $2.2 billion. FANNIE MAE: FHFA Releases 2015 Corporate Performance Goals ---------------------------------------------------------- The Federal Housing Finance Agency released the 2015 corporate performance goals and related targets for Fannie Mae and Freddie Mac including the relative weighting of each goal. These corporate performance goals and targets are referred to as the 2015 conservatorship scorecard. A principal element of compensation for each of the Company's current officers who is identified as an "executive officer" in the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2013, other than the Company's chief executive officer is deferred salary, a portion of which is subject to reduction, or "at-risk," based on performance. The Company expects that one half of its executives' at-risk deferred salary for 2015 will be subject to reduction based on the company's performance against the 2015 conservatorship scorecard. FHFA will have the primary role in determining whether Fannie Mae has achieved the goals set forth in the 2015 conservatorship scorecard, with input from management and Fannie Mae's Board of Directors. 2015 Conservatorship Scorecard (Corporate Performance Goals) For all Scorecard items, Fannie Mae and Freddie Mac (the Enterprises) and Common Securitization Solutions will be assessed based on the following criteria: * The extent to which each Enterprise conducts initiatives in a safe and sound manner consistent with FHFA's expectations for all activities; * The extent to which the outcomes of their activities support a competitive, resilient, and liquid secondary mortgage market to the benefit of homeowners and renters; * The extent to which each Enterprise conducts initiatives with the appropriate consideration for diversity and inclusion consistent with FHFA's expectations for all activities; * Cooperation and collaboration with FHFA, each other, the industry, and other stakeholders as appropriate; and * The quality, thoroughness, creativity, effectiveness, and timeliness of their work products. Maintain, in a safe and sound manner, credit availability and foreclosure prevention activities for new and refinanced mortgages to foster liquid, efficient, competitive, and resilient national housing finance markets. [40%] Reduce taxpayer risk through increasing the role of private capital in the mortgage market. [30%] Build a new single-family securitization infrastructure for use by the Enterprises and adaptable for use by other participants in the secondary market in the future. [30%] A full-text copy of the Form 8-K disclosure is available at: http://is.gd/oL0kP9 About Fannie Mae Federal National Mortgage Association, aka Fannie Mae, is a government-sponsored enterprise that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. The U.S. Department of the Treasury owns Fannie Mae's senior preferred stock and a warrant to purchase 79.9 percent of its common stock, and Treasury has made a commitment under a senior preferred stock purchase agreement to provide Fannie with funds under specified conditions to maintain a positive net worth. Fannie Mae reported net income of $84.0 billion on $117.54 billion of total interest income for the year ended Dec. 31, 2013, as compared with net income of $17.2 billion on $129 billion of total interest income for the year ended Dec. 31, 2012. As of March 31, 2014, the Company had $3.22 trillion in total assets, $3.21 trillion in total liabilities and $8.09 billion in total equity. Conservatorship Fannie Mae has operated under the conservatorship of the Federal Housing Finance Agency ("FHFA") since Sept. 6, 2008. Fannie Mae has not received funds from Treasury since the first quarter of 2012. The funding the company has received under its senior preferred stock purchase agreement with Treasury has provided the company with the capital and liquidity needed to fulfill its mission of providing liquidity and support to the nation's housing finance markets and to avoid a trigger of mandatory receivership under the Federal Housing Finance Regulatory Reform Act of 2008. For periods through March 31, 2014, Fannie Mae has requested cumulative draws totaling $116.1 billion and paid $121.1 billion in dividends to Treasury. Under the senior preferred stock purchase agreement, the payment of dividends cannot be used to offset prior draws. As a result, Treasury maintains a liquidation preference of $117.1 billion on the Company's senior preferred stock. FISKER AUTOMOTIVE: Committee's Professionals Won't Get Extra Pay ---------------------------------------------------------------- Bankruptcy Judge Kevin Gross denied the request of professionals hired by the Official Committee of Unsecured Creditors in the Chapter 11 cases of FAH Liquidating Corp., f/k/a Fisker Automotive Holdings, Inc., et al., for a fee enhancement and substantial contribution compensation. The Committee's Professionals' request: Percentage Professionals Aggregate Fees Enhancement Enhancement ------------- -------------- ----------- ----------- Brown Rudnick LLP $3,337,694.50 $1,744,876.00 52.3% Saul Ewing LLP $303,180.50 $172,151.50 56.8% Emerald Capital $997,925.00 $572,300.00 57.3% Advisors Corporation -------------- ----------- ----------- TOTALS $4,638,800.00 $2,489,327.50 53.7% Hybrid Tech Holdings, LLC and the United States Trustee filed objections to the request. "The Court is disinclined to award fee enhancements in cases where professionals have been paid handsome market-rate hourly fees and creditors have received less than full recovery. Some of the attorneys in this case charged and were paid over $1,000 per hour. When attorneys are paid at that rate, the Court expects that work performed will be exceptional," Judge Gross said. The Court also denied the Committee's fee request of $53,533.00 for the time spent preparing for the fee enhancement dispute. The Court finds that the fee enhancement arguments were not a service provided for the benefit of the estate and the work was not authorized by the terms of engagement. The Court also finds that the Committee inappropriately billed $99,966.50 for work related to the liquidating trust, and denied this fee. Brown Rudnick was working on matters which belonged to the liquidating trust and outside the role of committee counsel. Finally, the Court also denied the Professionals' request for substantial contribution compensation, finding that the Committee is statutorily ineligible and also because they missed the September 12, 2014, administrative claim bar date. The Professionals are statutorily ineligible for a substantial contribution claim because they are not a creditor, indenture trustee, equity security holder or a committee appointed under a section of the Bankruptcy Code other than Section 1102. 11 U.S.C. Sec. 503(b)(3)(D). A copy of the Court's January 21, 2015 Opinion is available at http://is.gd/VDgBunfrom Leagle.com. About Fisker Automotive Fisker Automotive Holdings, Inc., developer of the Karma plug-in hybrid electric sedan, filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013. Fisker estimated assets of more than $100 million and listed debt of $500 million in its bankruptcy petition. The assets include an assembly plant purchased for $21 million from General Motors Corp. The plant never operated. The cars were assembled in Finland. Fisker received a $529 million loan from the Department of Energy's Advanced Technology Vehicles Manufacturing Loan Program and drew down about $192 million before the department froze the loan after Fisker failed to hit several development targets. The company defaulted on its loan in April 2013. Bankruptcy Judge Kevin Gross presides over the case. The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel; Beilinson Advisory Group as restructuring advisors; and Rust Consulting/Omni Bankruptcy, as notice and claims agent and administrative advisor. On Nov. 5, 2013, the Official Committee of Unsecured Creditors was appointed. The members are: (a) David M. Cohen; (b) Sven Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc. The Committee is represented by William R. Baldiga, Esq., and Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti, Esq., at Saul Ewing LLP. Emerald Capital Advisors Corp. is the financial advisors for the Committee. Fisker sought bankruptcy protection to pursue a private sale of its business to Hybrid Tech Holdings, LLC. The Committee, however, wants a sale public sale, and has identified Wanxiang America Corporation as stalking horse bidder. Hybrid was initially under contract to buy Fisker in exchange for $75 million of the $168.5 million government loan it acquired immediately before the Debtor's Chapter 11 filing. Hybrid later raised its offer by adding an additional $1 million cash and agreeing to share proceeds from the sale of a facility in Delaware it doesn't intend to operate. Hybrid also offered to pay real estate taxes on the Delaware plant. Hybrid also will waive $90 million in deficiency claims that otherwise would dilute unsecured creditors' recovery. Wanxiang, as stalking horse bidder, initially offered $25.8 million in cash. However, Wanxiang has said it has raised its offer by $10 million and is willing to go higher. After the hearings on Jan. 10 and 13, the Court directed a public auction, and capped Hybrid's credit bid to $25 million. In response, Hybrid raised its offer to $55 million. Hybrid is represented by Tobias Keller, Esq., and Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco, California. Wanxiang, which bought A123 Systems, Inc., a manufacturer of lithium-ion batteries used in electric vehicles such as the Fisker Karma, in a bankruptcy auction early in 2013 for $256.6 million, is represented in Fisker's case by Sidley Austin LLP's Bojan Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady, Esq., and Kenneth J. Enos, Esq. On Feb. 19, 2014, the Bankruptcy Court approved the sale of Fisker's assets to Wanxiang America Corporation. The sale closed on March 24. The sale to Wanxiang is valued at approximately $150 million, Fisker said in a news statement. On March 27, 2014, the Court authorized Fisker Automotive Holdings to change its name to FAH Liquidating Corp. and its affiliate, Fisker Automotive Inc., to FA Liquidating Corp., following the sale. FA Liquidating Corp. (F/K/A Fisker Automotive, Inc.) and FAH Liquidating Corp. (F/K/A Fisker Automotive Holdings, Inc.) notified the U.S. Bankruptcy Court for the District of Delaware that their Second Amended Chapter 11 Plan of Liquidation became effective as of Aug. 13, 2014. FREE LANCE-STAR: Court Confirms Plan; Budget Updated ---------------------------------------------------- The Hon. Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia confirmed the amended joint Chapter 11 plan of liquidation proposed by VA Newspaper Debtor Co. a.k.a. Free Lance-Star Publishing and the Official Committee of Unsecured Creditors. The Debtor and Committee updated a wind-down budget under the plan. A full-text copy of the budget is available for free at http://is.gd/RDdsCx As reported in the Troubled Company Reporter on Oct. 14, 2014, under the plan, priority claims will be paid in full in cash while interests in VA Newspaper and its affiliate VA Real Estate Debtor LLC will be canceled. Unsecured creditors of VA Newspaper will receive payments from a fund to be established by the company. Meanwhile, creditors holding unsecured claims against VA Real Estate may not receive any distribution under the plan. DSP Acquisition LLC will receive, among other things, $13.8 million for its secured claim from the proceeds of the sale of the companies' major assets. It will also receive 50% of distributions from a fund on account of its so-called "deficiency claim" against VA Newspaper. The terms of the settlement agreement that VA Newspaper and the committee made with DSP Acquisition and Pension Benefit Guaranty Corp. LLC are incorporated in the plan. The July 24 agreement resolves disputes and provides for the disposition of the sale proceeds as well as the companies' remaining assets. The liquidation plan does not provide for the substantive consolidation of the companies. After the plan takes effect, any move to substantively consolidate the companies will be barred. A full-text copy of the latest version of the disclosure statement dated Sept. 29 is available for free at http://is.gd/gyvRZN 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. G-STAR SCHOOL: S&P Revises Outlook to Stable & Affirms 'B+' Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its outlook to stable from negative and affirmed its 'B+' long-term rating on Palm Beach County, Fla.'s $4.5 million series 2005 tax-exempt and taxable revenue bonds, issued for G-Star School of the Arts. "The outlook revision reflects our view of the school's improved financial performance in fiscal 2014, contrary to our expectations," said Standard & Poor's credit analyst Phillip Pena. GASFRAC ENERGY: Launching Sale and Investment Solicitation Process ------------------------------------------------------------------ GASFRAC Energy Services Inc. said in a court filing it anticipates to bring an application to the Canadian Court to seek approval for a Sale and Investment Solicitation Process ("SISP"). Following a review of the Debtors' prospects and in light of the decline in revenues, a special committee of the Debtors' directors was formed in the fall of 201 to seek strategic alternatives for the Debtors. The special committee retained CIBC World Markets Inc. in November 2014 to explore and evaluate a range of strategic alternatives to maximize value for the Debtors and their stakeholders, including but not limited to pursuing a sale of all or a portion of the Debtors' equipment. While CIBC has been unable to close a transaction in the short time it has been working with the Debtors, CIBC has identified potential parties with whom restructuring options may be pursued in the context of the Canadian Proceedings and the proposed Chapter 15 proceedings. "The Debtors, together with EY and CIB, have been working together to create a Sale and Investment Solicitation Process ("SISP") intended to generate interest in either the business or the assets of the Debtors, with the goal of maximizing value and creating the foundations of a plan of compromise in the Canadian Proceedings or arrangement to stake holders. The Debtors anticipate that they will bring an application to the Canadian Court within the next week or two to seek approval for a SISP," Ernst & Young said in a filing with the U.S. Bankruptcy Court for the Western District of Texas on Jan. 15, 2015. "In addition to a SISP, the Debtors intend to also pursue alternative options as part of a restructuring, such as reducing or compromising its obligations, minimizing operating costs in various ways, including reducing unnecessary staff and conducting one-off asset sales of surplus assets. Any of these efforts will be undertaken for the purpose of further enhancing the Debtors' term financial health and liquidity, with the goal of presenting a plan of compromise or arrangement to creditors to maximize value for the benefit of the Debtors' stakeholders." While their balance sheet assets are in excess of liabilities, the Debtors have cash flow issues which require them to undertake some form of restructuring, coupled with cost cutting and/or a capital injection. As a result the Debtors are not currently able to pay obligations as they come due. Therefore, the Debtors are insolvent. The Canadian Proceedings and Chapter 15 proceedings are intended to allow the Company an opportunity as a going concern while maximizing value for all of its stakeholders. A copy of E&Y's application in U.S. Court for a temporary restraining order is available for free at: http://bankrupt.com/misc/GASFRAC_EY_TRO.pdf A copy of E&Y's expedited petition for recognition of the Canadian proceeding as "foreign main proceeding" is available for free at: http://bankrupt.com/misc/GASFRAC_Recognition_Motion.pdf A copy of E&Y's statement under Fed. R. Bankr. P. 1007(A)(4) is available for free at: http://bankrupt.com/misc/GASFRAC_1007_Statement.pdf About GASFRAC Energy Headquartered in Calgary, Canada, GASFRAC Energy Services Inc. -- http://www.gasfrac.com/-- is an oil and gas service company, whose business is to provide liquid petroleum gas (LPG) fracturing services to oil and gas companies in Canada and the United States of America. As of Dec. 31, 2011, GASFRAC had three 32 tons and nine 100 tons sand storage vessels, 47 fracturing pumpers, 150 LPG storage tanks and related equipment. GASFRAC's services are marketed and operated under the name of its wholly owned subsidiary GASFRAC Energy Services Limited Partnership. GASFRAC commenced proceedings and obtained court protection under the CCAA pursuant to an initial order granted by the Court of Queen's Bench, in the Province of Alberta, on Jan. 15, 2015. Ernst & Young, LLP was appointed monitor. Ernst & Young Inc., as monitor, sought protection under Chapter 15 of the U.S. Bankruptcy Code for GASFRAC Energy Services Inc. and its five affiliates on Jan. 15, 2015 (Bankr. W.D. Tex., Case No. 15-50161), to seek recognition of the Canadian proceedings. The Chapter 15 cases are assigned to Judge Craig A. Gargotta. GASFRAC is represented by Timothy S. Springer, Esq., Steve A. Peirce, Esq., and Louis R. Strubeck, Esq., at Fulbright & Jaworski LLP., in the U.S. cases. GASFRAC ENERGY: Seeks Joint Administration of Ch. 15 Cases ---------------------------------------------------------- Ernst & Young LLP, as monitor and foreign representative, asks the U.S. Bankruptcy for the Western District of Texas to order the joint administration of the Chapter 15 cases of GASFRAC Energy Services Inc. and its five affiliates. The Debtors are a group of Canadian-based companies who have filed for restructuring under the Companies' Creditors Arrangement Act in Canada. Granting of emergency relief for joint administration will result in savings to the Debtors and ease of administration for the court and the creditors sooner rather than later. About GASFRAC Energy Headquartered in Calgary, Canada, GASFRAC Energy Services Inc. -- http://www.gasfrac.com/-- is an oil and gas service company, whose business is to provide liquid petroleum gas (LPG) fracturing services to oil and gas companies in Canada and the United States of America. As of Dec. 31, 2011, GASFRAC had three 32 tons and nine 100 tons sand storage vessels, 47 fracturing pumpers, 150 LPG storage tanks and related equipment. GASFRAC's services are marketed and operated under the name of its wholly owned subsidiary GASFRAC Energy Services Limited Partnership. GASFRAC commenced proceedings and obtained court protection under the CCAA pursuant to an initial order granted by the Court of Queen's Bench, in the Province of Alberta, on Jan. 15, 2015. Ernst & Young, LLP was appointed monitor. Ernst & Young Inc., as monitor, sought protection under Chapter 15 of the U.S. Bankruptcy Code for GASFRAC Energy Services Inc. and its five affiliates on Jan. 15, 2015 (Bankr. W.D. Tex., Case No. 15-50161), to seek recognition of the Canadian proceedings. The Chapter 15 cases are assigned to Judge Craig A. Gargotta. GASFRAC is represented by Timothy S. Springer, Esq., Steve A. Peirce, Esq., and Louis R. Strubeck, Esq., at Fulbright & Jaworski LLP., in the U.S. cases. GASFRAC ENERGY: U.S. Court Issues Joint Administration Order ------------------------------------------------------------ Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, issued an order granting the request of Ernst & Young Inc., as monitor, for joint administration of the Chapter 15 cases of GASFRAC Energy Services, Inc., and its debtor affiliates under Case No. 15-50161. About GASFRAC Energy Headquartered in Calgary, Canada, GASFRAC Energy Services Inc. -- http://www.gasfrac.com/-- is an oil and gas service company, whose business is to provide liquid petroleum gas (LPG) fracturing services to oil and gas companies in Canada and the United States of America. As of Dec. 31, 2011, GASFRAC had three 32 tons and nine 100 tons sand storage vessels, 47 fracturing pumpers, 150 LPG storage tanks and related equipment. GASFRAC's services are marketed and operated under the name of its wholly owned subsidiary GASFRAC Energy Services Limited Partnership. GASFRAC commenced proceedings and obtained court protection under the CCAA pursuant to an initial order granted by the Court of Queen's Bench, in the Province of Alberta, on January 15, 2015, "as a result of a combination of continuing negative operating results, limited access at the present time to capital markets for junior issuers such as the Corporation, reduced industry activity resulting from depressed petroleum and natural gas commodity prices and the inability of the Corporation to obtain a suitable offer for the purchase of the Corporation or its assets after a strategic alternative process, which commenced on November 13, 2014, that would satisfy all of the Corporation's existing financial obligations, both secured and unsecured." Ernst & Young Inc., as monitor, sought protection under Chapter 15 of the U.S. Bankruptcy Code for GASFRAC Energy Services Inc. and its five affiliates on Jan. 15, 2015 (Bankr. W.D. Tex., Case No. 15-50161). The Chapter 15 cases are assigned to Judge Craig A. Gargotta. The Chapter 15 Petitioners are represented by Timothy S. Springer, Esq., Steve A. Peirce, Esq., and Louis R. Strubeck, Esq., at Fulbright & Jaworski LLP. GASFRAC ENERGY: U.S. Court Issues Temporary Restraining Order ------------------------------------------------------------- Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, issued granted the application of Ernst & Young Inc., as monitor, for temporary restraining order in the Chapter 15 cases of GASFRAC Energy Services, Inc., and its debtor affiliates. Pursuant to the TRO, the U.S. Court stays the commencement or containuation of any action or proceeding concerning the assets, rights, obligations or liabilities of the Chapter 15 Debtors, including any action or proceeding against E&Y in its capacity as Monitor of the Debtors. A hearing on preliminary and permanent injunction is set for Jan. 30, 2015, at 10:00 a.m. Any party-in-interest may make a motion seeking relief from, or modification of, the TRO on not less than two business days' notice to the Monitor's U.S. counsel. PNC Bank, which agreed to provide interim financing to the Debtors, is entitled to a continuing lien and security interest in all of the Debtors’ postpetition assets located in the United States to secure the postpetition financing. Accordingly, PNC is granted valid, binding, enforceable and perfected liens on Debtors’ postpetition assets located in the United States of the same kind, type and nature as PNC’s liens existing as of the date of the filing of the Petition for Recognition. PNC is further entitled to adequate protection for its interest in the PNC Collateral from any diminution in value resulting from the use of the Cash Collateral and the use, sale or lease of the PNC Collateral, the imposition of the automatic stay, and, if sought, any priming liens imposed on the PNC Collateral. Accordingly, PNC is granted valid, binding, enforceable and perfected liens in all assets of the Debtors in the United States to secure the amount of their indebtedness equal to any diminution in the value of their interests in the PNC Collateral subsequent to the date of the filing of the Petitions for Recognition resulting from the use of the Cash Collateral and the use, sale or lease of the PNC Collateral, the imposition of the automatic stay, and, if sought, the priming liens imposed on the PNC Collateral, whether incurred before or after the Petition Date. Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that in the Canadian proceeding, Gasfrac intends to pursue restructuring options, including a sale. According to Bloomberg, the Gasfrac companies in Chapter 15 owed PNC Bank about C$31 million (US$25.9 million) under a revolving credit at the end of December. They also owe Canadian and U.S. trade suppliers C$3.8 million and C$10 million, respectively, while about C$40.3 million is owed by the parent company to unsecured subordinated bondholders, the Bloomberg report said. About GASFRAC Energy Headquartered in Calgary, Canada, GASFRAC Energy Services Inc. -- http://www.gasfrac.com/-- is an oil and gas service company, whose business is to provide liquid petroleum gas (LPG) fracturing services to oil and gas companies in Canada and the United States of America. As of Dec. 31, 2011, GASFRAC had three 32 tons and nine 100 tons sand storage vessels, 47 fracturing pumpers, 150 LPG storage tanks and related equipment. GASFRAC's services are marketed and operated under the name of its wholly owned subsidiary GASFRAC Energy Services Limited Partnership. GASFRAC commenced proceedings and obtained court protection under the CCAA pursuant to an initial order granted by the Court of Queen's Bench, in the Province of Alberta, on January 15, 2015, "as a result of a combination of continuing negative operating results, limited access at the present time to capital markets for junior issuers such as the Corporation, reduced industry activity resulting from depressed petroleum and natural gas commodity prices and the inability of the Corporation to obtain a suitable offer for the purchase of the Corporation or its assets after a strategic alternative process, which commenced on November 13, 2014, that would satisfy all of the Corporation's existing financial obligations, both secured and unsecured." Ernst & Young Inc., as monitor, sought protection under Chapter 15 of the U.S. Bankruptcy Code for GASFRAC Energy Services Inc. and its five affiliates on Jan. 15, 2015 (Bankr. W.D. Tex., Case No. 15-50161). The Chapter 15 cases are assigned to Judge Craig A. Gargotta. The Chapter 15 Petitioners are represented by Timothy S. Springer, Esq., Steve A. Peirce, Esq., and Louis R. Strubeck, Esq., at Fulbright & Jaworski LLP. GENERAL MOTORS: 2nd Cir. Flips Ruling on JPMorgan Term Loan ----------------------------------------------------------- A three-judge panel of the U.S. Court of Appeals for the Second Circuit ruled on Wednesday that although JPMorgan Chase Bank never intended to terminate the Main Term Loan UCC-1 related to the term loan facility extended to General Motors, the bank authorized the filing of a UCC-3 termination statement that had that effect. JPMorgan and Simpson Thacher's repeated manifestations to Mayer Brown show that JPMorgan and its counsel knew that, upon the closing of the Synthetic Lease transaction, Mayer Brown was going to file the termination statement that identified the Main Term Loan UCC-1 for termination and that JPMorgan reviewed and assented to the filing of that statement. The Second Circuit reversed the Bankruptcy Court's grant of summary judgment for JPMorgan and remanded with instructions to the Bankruptcy Court to enter partial summary judgment for the Creditors' Committee as to the termination of the Main Term Loan UCC-1. As reported by the Troubled Company Reporter, Peg Brickley, writing for Daily Bankruptcy Review, noted that the mistake in the paperwork rendered a $1.5 billion bank loan made years ago to struggling GM an unsecured debt, rather than a secured loan. The ruling, the DBR report said, was a win for unsecured creditors who have argued for years that a loan from a syndicate led by JPMorgan should not be ranked as a secured debt in GM's bankruptcy. The loan was paid off early in the Chapter 11 proceeding, but unsecured creditors could be able to claw the money back to a trust that is still gathering funds for old GM's unpaid bills, the DBR report related. A copy of the Second Circuit's decision is available at http://is.gd/WtNrBUfrom Leagle.com. The case is, OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF MOTORS LIQUIDATION COMPANY, Plaintiff-Appellant, v. JP MORGAN CHASE BANK, N.A., individually and as Administrative Agent for various lenders party to the Term Loan Agreement described herein, Defendant-Appellee, DOCKET NO. 13-2187 (2nd Cir.). Eric B. Fisher, Esq., Barry N. Seidel, Esq., Katie L. Weinstein, Esq., and Jeffrey Rhodes, Esq., at Dickstein Shapiro LLP, New York, NY, represent the Committee. John M. Callagy, Esq., Nicholas J. Panarella, Esq., and Martin A. Krolewski, Esq., at Kelley Drye & Warren LLP, New York, NY, represent the banks. 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. GOLD RIVER VALLEY: Section 341(a) Meeting Set for Feb. 20 --------------------------------------------------------- A meeting of creditors in the bankruptcy case of Gold River Valley, LLC, is scheduled for Feb. 20, 2015, at 9:00 a.m. at RM 7, 915 Wilshire Blvd., 10th Floor, in Los Angeles, California. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Gold River Valley, LLC, sought Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 15-10691) in Los Angeles, on Jan. 16, 2015. The case is assigned to Judge Vincent P. Zurzolo. The Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in debt. The schedules of assets and liabilities and statement of financial affairs are due Jan. 30, 2015. GOLDEN LAND: Operating Trustee Wants to Hire LaMonica as Counsel ---------------------------------------------------------------- Gregory Messer, Esq., the Chapter 11 Operating Trustee of Golden Land LLC, asks the U.S. Bankruptcy Court for the Eastern District of New York for authority to employ LaMonica Herbst & Maniscalco LLP as his attorneys effective as of Dec. 23, 2014. The Trustee tells the Court that it is necessary to employ counsel on his behalf to assist him in the orderly administration of this estate. There are numerous issues and assets that must be rapidly dealt with by the Trustee in this case, including an investigation into the Debtor's financial affairs to determine what assets can be liquidated for the benefit of the creditors of this estate, addressing the real property owned by the Debtor, and the preparation as may be necessary a plan of reorganization or such other disposition of this estate. The Trustee says it will also require counsel to prepare the necessary motions, applications and orders and other legal documents that may be required under the Bankruptcy Code in furtherance of his appointment. The firm's current hourly rates are: Professionals Hourly Rate ------------- ----------- Para-professionals $100 Associates $275-$400 Partners $425-$575 Gary F. Herbst, Esq., member of the firm, assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Gary F. Herbst, Esq. LaMonica Herbst & Maniscalco, LLP 3305 Jerusalem Avenue Wantagh, NY 11793 Tel: (516) 826-6500 Fax: (516) 826-0222 Email: GFH@LHMLawFirm.com About Golden Land LLC Golden Land LLC owns real property located at 142-21/27 37th Avenue, Queens, New York. The premises is commercial investment property, consisting of four commercial condominium units, twenty-nine parking spaces, and eleven residential condominium units contained in the building known as the American-Chinese Tower Condominium and located at 142-21/27 37th Avenue, Queens, New York. Using financing from Chinatrust Bank, the Debtor constructed the building in 2003 and sold 19 units over the next several years before falling into default with its lender at the time. Chinatrust thereafter commenced a foreclosure action in 2012, and sometime shortly thereafter sold the loan and underlying loan documents to 37 Avenue Realty Associates LLC. In the foreclosure action, Lawrence Litwack was appointed receiver. Golden Land LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 14-42315) in Brooklyn, New York, on May 8, 2014. The Debtor disclosed $15,423,997 in assets and $13,459,740 in liabilities as of the Chapter 11 filing. Judge Nancy Hershey Lord on July 9, 2014, entered an order directing that the receiver remain in possession of the premises. Xiangan Gong, Esq., at Xiangan Gong serves as the Debtor's counsel. GOLDEN STATE: S&P Withdraws 'B-' Rating on Debt Redemption ---------------------------------------------------------- Standard & Poor's Ratings Services withdrew its 'B-' senior secured rating on Golden State Petroleum Transport Corp. S&P also withdrew the '4' recovery rating on the debt. The enterprise, which had been struggling in recent years due to significant changes in oil pricing dynamics, announced in October that it was selling its remaining vessel. The indenture stipulated that the remaining balance be paid off within 90 days after the sale. On Jan. 19, 2015, this was done, and there is no longer any debt outstanding. GREYSTONE LOGISTICS: Incurs $796,000 Net Loss in Fiscal Q2 ---------------------------------------------------------- Greystone Logistics, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common stockholders of $796,000 on $3.92 million of sales for the three months ended Nov. 30, 2014, compared to a net loss attributable to common stockholders of $150,600 on $4.36 million of sales for the same period in 2013. For the six months ended Nov. 30, 2014, the Company reported a net loss attributable to common stockholders of $582,000 on $9.99 million of sales compared to net income attributable to common stockholders of $1.29 million on $10.9 million of sales for the same period last year. As of Nov. 30, 2014, the Company had $14.4 million in total assets, $16.2 million in total liabilities, and a $1.84 million total deficit. "In the first six months of our corporate year, we saw some of our customers push back their normal expenditures for pallets, stated Warren Kruger, CEO. "I anticipate increased demand for the balance of the year which would include seasonal upward adjustments and the start of production and delivery on a significant purchase order from a wine manufacturer. Additionally, we also have two new molds being delivered over the next 60 days that should add to revenue this year. The platform for growth is in place and Greystone expects production and corresponding sales to be significantly higher for the remaining two quarters ending May 31, 2015 which will normalize production costs as a percentage of sales and produce income for our shareholders." A full-text copy of the Form 10-Q is available for free at: http://is.gd/gOXVBQ About Greystone Logistics Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB - News) -- http://www.greystonelogistics.com/-- manufactures and sells plastic pallets through its wholly owned subsidiary, Greystone Manufacturing, LLC. Greystone sells its pallets through direct sales and a network of independent contractor distributors. Greystone also sells its pallets and pallet leasing services to certain large customers direct through its President, Senior Vice President of Sales and Marketing and other employees. GRIDWAY ENERGY: Has Until April 6 to File Plan ---------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware extended Gridway Energy Holdings, et al.'s exclusive plan filing period through and including April 6, 2015, and their exclusive solicitation period through and including July 6, 2015. In support of their extension request, Donald J. Bowman, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, related that during the recent extension of the Exclusive Periods, the Debtors, in consultation with the Official Committee of Unsecured Creditors and their Lenders, have worked diligently to assess the Debtors' remaining assets and develop a marketing strategy therefore, conducted a competitive auction for the assets of Ziphany, L.L.C., and negotiated and sought Court approval of the settlement with Commodities Financial Services I, LLC, and EDF Trading North America LLC, which provides for, among other things, the funding of an orderly wind-down of the Debtors' businesses and conclusion of the Chapter 11 Cases. Mr. Bowman said accomplishing these milestones since the Petition Date has been a labor-intensive process that has fully occupied the time of the Debtors' limited staff and required substantial attention from all of the professionals retained in the Chapter 11 Cases. In light of the Debtors' accomplishment of the milestones, and viewed in light of the various factors considered by courts in determining whether cause exists for an extension of the Exclusive Periods, the Debtors believe that each of the factors relevant to these cases weighs in favor of the extension request, Mr. Bowman asserts. 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. HEALTHSOUTH CORP: Moody's Hikes Sr. Unsecured Notes Rating to Ba3 ----------------------------------------------------------------- Moody's Investors Service upgraded the ratings on HealthSouth Corporation's senior unsecured notes to Ba3 (LGD 4) from B1 (LGD 4) following the upsizing of the most recent offering to $400 million. The company's existing ratings, including its Ba3 Corporate Family Rating and Ba3-PD Probability of Default Rating have been affirmed. The rating outlook is stable. The affirmation of HealthSouth's Ba3 Corporate Family Rating reflects Moody's understanding that the incremental $100 million will be used to further reduce borrowings on the company's senior secured revolving credit facility. Therefore, leverage will not be materially affected by this transaction. The upgrade of the ratings on HealthSouth's senior unsecured notes to Ba3 reflects the fact that unsecured debt will represent the preponderance of debt in the capital structure. Further, the incremental repayment of the revolver reduces the amount of senior secured debt in the capital structure that would be expected to recover ahead of the unsecured notes in a bankruptcy scenario. Ratings upgraded: Senior unsecured notes, to Ba3 (LGD 4) from B1 (LGD 4) Senior unsecured shelf, to (P)Ba3 from (P)B1 Ratings affirmed/LGD assessments revised: Senior secured revolver and term loans, to Baa3 (LGD 1) from Baa3 (LGD 2) Corporate Family Rating at Ba3 Probability of Default Rating at Ba3-PD Speculative Grade Liquidity Rating at SGL-1 The rating outlook is stable Ratings Rationale HealthSouth's Ba3 Corporate Family Rating reflects the company's moderate leverage and strong interest coverage. Moody's expects that healthy cash flow will allow the company to reduce leverage following the December 31, 2014 acquisition of EHHI Holdings, Inc., and its Encompass home health and hospice business, and continue to invest in growing its inpatient rehabilitation business. Moody's also acknowledges that HealthSouth's considerable scale in the inpatient rehabilitation sector and geographic diversification should allow the company to adjust to or mitigate payment reductions more easily than many other inpatient rehabilitation providers. Further, while the acquisition of Encompass will not reduce HealthSouth's reliance on the Medicare program for a significant portion of revenue, it will diversify the company's offerings across the post-acute continuum of care by adding home health and hospice services. The ratings could be upgraded if HealthSouth can sustain debt to EBITDA below 3.0 times and EBITA to interest above 3.5 times. Also, the company would need to remain disciplined in regards to shareholder returns and their impact on credit metrics. Finally, Moody's would need to gain comfort around the company's high exposure to Medicare and the potential for negative reimbursement changes prior to a ratings upgrade. If Moody's expects debt to EBITDA to increase and be sustained above 4.0 times, either through unforeseen adverse developments in Medicare reimbursement, a significant debt financed acquisition, an increased appetite for debt financed shareholder initiatives, or deterioration in operating performance, the ratings could be downgraded. The principal methodology used in these ratings was Global Healthcare Service Providers published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Birmingham, Alabama, HealthSouth Corporation (HealthSouth) is the largest operator of inpatient rehabilitation facilities (IRFs). The company recognized over $2.3 billion in revenue for the twelve months ended September 30, 2014. HEARTLAND DENTAL: Add-on Loan No Impact on Moody's B3 CFR --------------------------------------------------------- Moody's Investors Service said that Heartland Dental's proposed add-on to its first lien term loan is credit neutral and does not currently impact the B3 Corporate Family Rating, the B1 rating on the first lien senior secured credit facilities, the Caa2 rating on the second lien senior secured credit facilities or the stable rating outlook. The principal methodology used in this rating was the Business & Consumer Service Industry Rating Methodology published in December 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 Effingham, Illinois, Heartland Dental Care ("Heartland") is the largest dental support services business in the United States, both by revenue and number of offices. The company provides support staff and comprehensive business support functions under management service agreements (MSA) to its affiliated dental practices, organized as professional corporations ("PCs"). Under these MSAs, Heartland provides all services necessary for the administration of the non-clinical aspects of the dental operations, while the affiliated practices are responsible for providing dental care to patients. As of September 30, 2014, Heartland was affiliated with over 598 locally-branded dental offices supporting 898 dentists across 26 states. Heartland is privately-held and controlled by Ontario Teachers' Pension Plan Board ("OTPP"), and generated net revenue of approximately $843 million for the twelve months ended September 30, 2014. HEARTLAND DENTAL: S&P Retains 'B' Rating After $75MM Debt Add-On ---------------------------------------------------------------- Standard & Poor's Ratings Services said its 'B' issue-level rating and '3' recovery rating on U.S.-based Heartland Dental Care LLC's first-lien term loan due 2018 are unchanged following the company's $75 million add-on to the loan. The company plans to use proceeds to repay its revolver and add cash to the balance sheet. The 'B' corporate credit rating and negative outlook on Heartland remain unchanged. S&P's 'B' corporate credit rating on Heartland reflects the company's participation in the highly fragmented and increasingly competitive dental services industry, which has low barriers to entry, and S&P's belief that Heartland's growth goals are fairly aggressive. Heartland has a better payor profile (with minimal government revenue and no capitated payments) than some of its large peers and targets somewhat more affluent patients, which S&P believes gives it slightly more pricing flexibility. This supports S&P's assessment of business risk as "weak". S&P's financial risk profile assessment remains "highly leveraged," as leverage has remained above 7x and Heartland's performance in 2014 was below S&P's expectation due to difficulties in integrating the My Dentist acquisition, and a faster-than-expected pace of new office openings and acquisitions, which suppressed margins. RATINGS LIST Heartland Dental Care LLC Corporate Credit Rating B/Negative/-- First-Lien Term Loan Due 2018 B Recovery Rating 3 HERRING CREEK: Asks Court to Set Claims Bar Date ------------------------------------------------ Herring Creek Acquisition Company, LLC, asks the Bankruptcy Court to fix a bar date for the filing of prepetition proofs of claims. The Debtor requests that the bar date be 30 days from the entry of an order granting the motion. The Debtor explains that a bar date will quantify claims against the Debtor's bankruptcy estate to facilitate case administration. Herring Creek Acquisition Co., LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 14-15309) in Boston on Nov. 12, 2014, without stating a reason. The Debtor disclosed $22.3 million in assets and $36.8 million in liabilities as of the Chapter 11 filing. The case is assigned to Judge William C. Hillman. Donald Ethan Jeffery, Esq., at Murphy & King, in Boston, serves as counsel to the Debtor. HIPCRICKET INC: Proposes Rust Omni as Claims Agent -------------------------------------------------- Hipcricket, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Rust Consulting Omni Bankruptcy, a division of Rust Consulting, Inc., as claims and noticing agent, nunc pro tunc to the Petition Date. Rust Omni will assist the Debtor with case administration matters including the preparation and management of the creditor matrix, preparation of schedules of assets and liabilities and statement of financial affairs, noticing, claims management and informational, web site and any other services as may be requested by the Debtors. The services to be rendered by Rust Omni will be billed at discounted hourly rates and will range from $20 to $125 per hour. Specifically, Rust Omni will charge the Debtor at these hourly rates: Rate ---- Clerical Support $20 Project Specialists $45 Project Supervisors $65 Consultants $80 Technology/Programming $90 Senior Consultants $125 The firm will charge $0.10 per image for facsimile noticing but will waive the fees for e-mail noticing. The creation of the informational Web site is free of charge but data entry will cost $45 per hour and customization will cost $90 per hour. The firm's call centers will charge $45 per hour. The firm will bill $20 to $125 per hour for the preparation and updating of the schedules and SOFAs. Prior to the Petition Date, the Debtor provided Rust Omni a retainer in the amount of $10,000. About Hipcricket Headquartered in Bellevue, Washington, Hipcricket, Inc., formerly known as Augme Technologies, is a publicly held Delaware corporation. Hipcricket is in the business of providing end-to-end, data-driven mobile advertising and marketing solutions through its proprietary AD LIFE software-as-a service platform -- a proprietary, mobile engagement platform for businesses to communicate with customers through cellphones, tablets and other mobile devices. The Company had 77 full-time employees as of the bankruptcy filing. Hipcricket sought Chapter 11 protection (Bankr. D. Del. Case No. 15-10104) on Jan. 20, 2015, with a deal to sell its assets. The Debtor has tapped Pachulski Stang Ziehl & Jones LLP as counsel, Canaccord Genuity Inc. as investment banker, Perkins Coie LLP as special corporate counsel, and Omni Management Group, LLC, as claims and noticing agent. As of Jan. 20, 2015, the Company had total assets of $16.8 million and liabilities of $12.06 million. HIPCRICKET INC: Seeks Approval of SITO-Led Auction in February -------------------------------------------------------------- Hipcricket, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Delaware of proposed sale procedures where SITO Mobile, Ltd., will buy the assets for $5 million, absent higher and better offers at an auction. SITO Mobile has signed a deal to purchase most of the assets for a total consideration of (i) an amount equal to the sum of (a) $4,500,000 in cash, plus (b) an amount equal to cure amounts up to the Cure Cap of $500,000, plus (c) amounts approved by the Bankruptcy Court with respect to the KEIP up to $255,000, less (ii) the sum (a) the Assumed DIP Obligations plus (b) the amount of cure amounts that are require to be paid in excess of the cure cap up to a maximum of $50,000. In light of the extensive marketing process already undertaken prepetition, the Debtor proposes a quick sale of the assets. Pursuant to the Stalking Horse Agreement, the Debtor must obtain an order approving the proposed bid procedures within 23 days after the Petition Date, conduct an auction no later than three business days prior to the sale hearing, set a sale hearing no later than 40 days after the Petition Date, and obtain a sale order no later than 45 days after the Petition Date. Given its current financial condition, its limited liquidity and based on the SITO Mobile's requirement that a sale order be entered within 45 days after the Petition Date, the Debtor requests that the Court schedule the sale hearing no later than Feb. 27, 2015. The Debtor proposes that objections, if any, to the sale motion be filed on or before 4:00 p.m. on Feb. 20, 2015 (Eastern Time). The Debtor proposes that SITO Mobile receive an expense reimbursement of up to $100,000 and a break-up of $225,000 (approximately $4.3% of the purchase price) in the event that the Debtor pursue a transaction with another party. About Hipcricket Headquartered in Bellevue, Washington, Hipcricket, Inc., formerly known as Augme Technologies, is a publicly held Delaware corporation. Hipcricket is in the business of providing end-to-end, data-driven mobile advertising and marketing solutions through its proprietary AD LIFE software-as-a service platform -- a proprietary, mobile engagement platform for businesses to communicate with customers through cellphones, tablets and other mobile devices. The Company had 77 full-time employees as of the bankruptcy filing. Hipcricket sought Chapter 11 protection (Bankr. D. Del. Case No. 15-10104) on Jan. 20, 2015, with a deal to sell its assets. The Debtor has tapped Pachulski Stang Ziehl & Jones LLP as counsel, Canaccord Genuity Inc. as investment banker, Perkins Coie LLP as special corporate counsel, and Omni Management Group, LLC, as claims and noticing agent. As of Jan. 20, 2015, the Company had total assets of $16.8 million and liabilities of $12.06 million. HOLOGIC INC: Moody's Affirms B2 CFR & Changes Outlook to Positive ----------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Hologic, Inc., including the B1 Corporate Family Rating and B1-PD Probability of Default Rating, and changed the rating outlook to positive from stable. Moody's also affirmed the Ba2 ratings on the senior secured facilities, the B2 rating on the unsecured notes and the SGL-1 Speculative Grade Liquidity Rating (denoting very good liquidity). The change in outlook to positive reflects Moody's view that Hologic will be able to sustain low-single digit organic growth in earnings and that the company will continue to use free cash flow to repay debt in-line with its stated plan to reduce net debt-to-EBITDA (as defined by the company) to 2.5x by the end of fiscal 2017. Moody's took the following rating actions on Hologic, Inc.: Ratings Affirmed: Corporate Family Rating at B1 Probability of Default Rating at B1-PD Senior secured revolving credit facility at Ba2 (LGD 2) Senior secured Term Loans at Ba2 (LGD 2) Senior unsecured notes at B2 (LGD 4) Speculative Grade Liquidity Rating at SGL-1 The outlook is changed to positive from stable. Ratings Rationale The B1 rating incorporates Hologic's good scale, leading market positions within its core franchises and good revenue diversity by product and customer. The rating is also supported by the recurring nature of well more than half of total revenues, which are generated from service contracts and consumables. Further the company generates good free cash flow, has strong interest coverage and a track record of debt repayment. The rating is constrained by Hologic's high, though improving, financial leverage stemming from the 2012 debt-financed acquisition of Gen-Probe. The ratings also reflect business headwinds affecting a number of Hologic's products due to changing medical practices in the US that may constrain growth over the next several years. Hologic's business is also sensitive to general medical utilization trends and will be constrained by Moody's expectation of continued weakness in doctor visits. Further, the mammography business is sensitive to hospital capital equipment spending trends-- which can be volatile. Activist investors own approximately 20% of Hologic's shares, and Moody's believes event risk could rise if earnings growth does not continue to improve and the stock price becomes pressured. Hologic's SGL-1 Speculative Grade Liquidity Rating reflects very good liquidity over the next 12-18 months supported by healthy cash balances and Moody's expectation of annual free cash flow in the $500 million range, which will be more than sufficient to satisfy its modest debt maturities and other cash needs. Moody's could upgrade the ratings if Hologic can generate sustained, positive organic revenue growth and continue to repay debt such that the rating agency expects adjusted debt to EBITDA to be sustained below 4.5 times. Though not expected given the positive outlook, Moody's could downgrade the ratings if market uptake of Hologic's newer products fails to offset declines in older products, resulting in declines in revenue and earnings. Specifically, ratings could be downgraded if Moody's expects adjusted debt to EBITDA to increase above 5.5 times, or if liquidity deteriorates meaningfully. The principal methodology used in these ratings was Global Medical Product and Device 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. Hologic, Inc. ("Hologic"; NASDAQ: HOLX) is a leading developer, manufacturer and supplier of premium diagnostic products, medical imaging systems and surgical products. The Company's core business units focus on diagnostics, breast health, GYN surgical, and skeletal health. Hologic reported revenues of about $2.5 billion in the twelve months ended September 27, 2014. HRK HOLDINGS: LT Care Line of Credit Extended Until March 31 ------------------------------------------------------------ U.S. Bankruptcy Judge K. Rodney May extended until March 31, 2015, the maturity date under HRK Holdings, LLC, and HRK Industries, LLC's long term care line of credit. As reported in the Troubled Company Reporter on Dec. 16, 2014, the Bankruptcy Court directed the Debtors to file a modification to the final order on the fourth motion to obtain DIP financing. The Court, at a hearing held Dec. 11, 2014, considered the Debtors' motion to extend maturity under long term care line of credit. The Court previously entered a final order approving the Fourth DIP facility from Regions Bank. Pursuant to the Fourth DIP Facility, the Debtors established a line of credit from funds made available upon closing of sales to Allied, Mayo, and Thatcher Chemical of Florida, Inc., to address certain long-term case issues with respect to the maintenance of the Gypstacks -- phosphogypsum stack system. About HRK Holdings HRK Holdings and HRK Industries LLC filed for Chapter 11 protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on June 27, 2012. Judge K. Rodney May oversees the case. Barbara A. Hart, Esq., and Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser, P.A., represents the Debtors. HRK Holdings disclosed $33.4 million in assets and $26.09 million in liabilities in its revised schedules. According to the Debtors, the bankruptcy filing was necessitated by the immediate need to sell a portion of the remaining property to create liquidity for (a) funding the urgent management of the site-related environmental concerns; the benefit of creditors; funding a litigation filed by the Debtors; and funding of expenses related to additional sales of the remaining property. HRK Holdings is selling real property assets to Allied Universal Corp. and Mayo Fertilizer, Inc. The Court allowed HRK and the purchasers to enter into any modifications to the agreements without need of further Court approval, provided that no amendments will occur without prior consent of Regions Bank. HUTCHESON MEDICAL CENTER: Committee Taps HMP as Finc'l. Advisor --------------------------------------------------------------- The Official Committee of Unsecured Creditors in the cases of Hutcheson Medical Center, Inc., et al., sought and obtained approval from the Bankruptcy Court to retain Healthcare Management Partners, LLC, as its financial advisor, nunc pro tunc to Dec. 18, 2014. The Committee has selected HMP because of the firm's considerable experience, knowledge, recognized expertise, and reputation in bankruptcy and insolvency within the healthcare industry. The firm will provide these services: a. Preform a preliminary assessment of the Debtors' projections and cash needs; b. Evaluate terms of the DIP financing and availability; and c. Review and evaluate key motions to identify strategic case issues. HMP will charge on an hourly basis for its services in accordance with its ordinary and customary hourly rates as in effect on the date those services are rendered, and for its related out-of-pocket disbursements incurred. The current billing rates of HMP professionals for accounting, tax and financial advisory services are: Hourly Rate ----------- Managing Director $525 to $575 Director $325 to $400 Associate $225 to $275 Data Analyst $175 HMP will cap the professional fees billed in any one month at $40,000. Moreover, no more than $6,000 in reasonable expenses may be billed in any one month. HMP has advised the Committee that, as evidenced in a declaration filed by managing director Scott K. Phillips, that it does not hold or represent any interest adverse to the Debtor, their estates or creditors, and, as such, is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. About Hutcheson Medical Center Hutcheson Medical Center, Inc., operates the 179-bed hospital and related ancillary facilities, including, without limitation, a skilled nursing home and an ambulatory surgery center, located in Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center. HMC leases the land and buildings that comprise the Medical Center from The Hospital Authority of Walker, Dade and Catoosa Counties. HMC and Hutcheson Medical Division, Inc., sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and 14-42864) in Rome, Georgia, on Nov. 20, 2014. The cases are jointly administered under Case No. 14-42863. The cases have been assigned to the Honorable Paul W. Bonapfel. The Debtors are represented by Ashley Reynolds Ray, Esq., and J. Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta, Georgia. The Debtors' Chapter 11 Plan and Disclosure Statement are due March 20, 2015. HMC disclsoed $32.8 million in assets and $52.9 million in liabilities as of the Chapter 11 filing. No request has been made for the appointment of a trustee or examiner. HUTCHESON MEDICAL: Insurance Premium Finance Deal with IPFS OK'd ---------------------------------------------------------------- U.S. Bankruptcy Judge Paul W. Bonapfel authorized Hutcheson Medical Center, Inc., et al., to enter into and perform under an insurance premium finance agreement with IPFS Corporation; and execute and deliver the documents and amendments to the agreement. The Debtors are also authorized to grant to IPFS a first priority security interest the in the policies including: (1) all money that is or may become due under the agreement because of a loss under the policies that reduces unearned premiums; (ii) any return of premiums or unearned premiums under the policies; and (iii) any dividends that may become due the Debtors in connection with the policies. The Debtors have sought authorization to obtain credit in the form of insurance premium financing. In the ordinary course of their business, the Debtors must maintain various insurance policies. It is essential to maintain the policies in order to preserve the property, assets and business of the Debtors. It is not feasible for the Debtors to obtain the policies without financing the premiums. The policies bear total premiums of $394,443, which total sum the Debtors cannot pay in full at this time. The Debtors were unable to locate any source of unsecured premium financing. The premiums for the policies are to be financed through IPFS at an annual interest rate of 5.750%, with an initial down payment of $157,777 and seven monthly payments of $34,460. IPFS required the Debtors to enter into a premium finance agreement that includes a security agreement granting IPFS a secured interest in the gross unearned premiums that would be payable in the event of cancellation of the insurance policies. The premium finance agreement further authorizes IPFS to cancel the financed insurance policies and obtain the return of any unearned premiums in the event of a default in the payment of any installment due. The Debtors are represented by: J. Robert Williamson, Esq. SCROGGINS & WILLIAMSON, P.C. Ashley Reynolds Ray, Esq. J. Hayden Kepner, Jr. 1500 Candler Building 127 Peachtree Street, NE Atlanta, GA 30303 Tel: (404) 893-3880 Fax: (404) 893-3886 E-mail: rwilliamson@swlawfirm.com aray@swlawfirm.com hkepner@swlawfirm.com About Hutcheson Medical Center Hutcheson Medical Center, Inc., operates the 179-bed hospital and related ancillary facilities, including, without limitation, a skilled nursing home and an ambulatory surgery center, located in Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center. HMC leases the land and buildings that comprise the Medical Center from The Hospital Authority of Walker, Dade and Catoosa Counties. HMC and Hutcheson Medical Division, Inc., sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and 14-42864) in Rome, Georgia, on Nov. 20, 2014. The cases are jointly administered under Case No. 14-42863. The cases have been assigned to the Honorable Paul W. Bonapfel. The Debtors are represented by Ashley Reynolds Ray, Esq., and J. Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta, Georgia. The Debtors' Chapter 11 Plan and Disclosure Statement are due March 20, 2015. HMC disclosed $32.8 million in assets and $52.9 million in liabilities as of the Chapter 11 filing. No request has been made for the appointment of a trustee or examiner. KID BRANDS: Has Authority to Obtain Postpetition Financing ---------------------------------------------------------- BankruptcyData reported that the U.S. Bankruptcy Court authorized Kid Brands to obtain postpetition financing on a senior secured and super-priority basis and use cash collateral securing its prepetition indebtedness. According to BData, the order states: "Given their current financial condition, financing arrangements, and capital structure, the Debtors are unable to obtain financing from sources other than the DIP Agent on terms more favorable than the DIP Facility. The Debtors have been unable to obtain unsecured credit allowable under Bankruptcy Code Section 503(b)(1) as an administrative expense. The Debtors have also been unable to obtain credit: (a) having priority over that of administrative expenses of the kind specified in Sections 503(b), 507(a) and 507(b) of the Bankruptcy Code; (b) secured by a lien on property of the Debtors and their estates that is not otherwise subject to a lien; or (c) secured solely by a junior lien on property of the Debtors and their estates that is subject to a lien. Financing on a post-petition basis is not otherwise available without granting the DIP Agent, (1) perfected security interests in and liens on (each as provided herein) all of the Debtors' existing and after-acquired assets with the priorities set forth herein, (2) superpriority claims, and (3) the other protections set forth in this Final Order." As reported in the TCR on June 23, 2014, the Debtors have asked the Bankruptcy Court's authority to borrow up to $49 million, consisting of a $27 million asset based revolving credit facility, subject to a borrowing base based upon receivables and inventory, and a $22 million asset based revolving credit facility, subject to a borrowing base based upon intellectual property assets. Salus Capital Partners, LLC, serves as the administrative agent and collateral agent under the Credit Facility. The proceeds of the DIP Financing will be immediately used in part to repay the lender amounts outstanding under the pre-petition credit facility provided by Salus Capital Partners, LLC, as administrative agent, and a group of lenders party thereto, as to which there is approximately $44.4 million in borrowings outstanding. The maturity date of the loans made under the DIP Credit Agreement is the earliest to occur of (i) June 15, 2015, (ii) the date on which Agent provides notice that an event of default has occurred, (iii) the effective date of the Debtor plan of reorganization or liquidation and (iv) the date on which a sale of substantially all of the assets of the Company shall have occurred. Loans under the Receivables/Inventory ABL bear interest at the rate of LIBOR plus 10% and loans under the IP ABL bear interest at a rate of LIBOR plus 15%. About Kid Brands Based in Rutherford, New Jersey, Kid Brands, Inc., is a designer, importer, marketer, and distributor of infant and juvenile consumer products. Its operating subsidiaries consist of Kids Line, LLC, CoCaLo, Inc., Sassy, Inc., and LaJobi, Inc. Providing "everything but the baby" for a child's nursery, the company sells infant bedding and accessories under the Kids Line and CoCaLo brands; nursery furniture under the LaJobi brand; and baby care items under the Kokopax and Sassy brands. Citing their inability to raise capital due to contingent liabilities and operational issues, Kid Brands and six of its U.S. subsidiaries each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 14- 22582) on June 18, 2014. To preserve the value of their assets, the Debtors are pursuing a sale of the assets pursuant to section 363 of the Bankruptcy Code. The Company's balance sheet at March 31, 2014, showed $80.3 million in assets and $102.6 million in liabilities. Judge Donald H. Steckroth oversees the cases. The Debtors have sought and obtained an order directing joint administration of their Chapter 11 cases. Lowenstein Sandler LLP serves as the Debtors' counsel. PricewaterhouseCoopers LLP is the Debtors' financial advisor. GRL Capital Advisors acts as the Debtors' restructuring advisors. GRL's Glenn Langberg served as the Debtors' chief restructuring officer. Mr. Langberg also oversaw the bankruptcy and sales of Big M Inc., operator of the Mandee and Annie Sez stores. Rust Consulting/Omni Bankruptcy is the Debtors' claims and noticing agent. Salus Capital Partners LLC and Sterling National Bank have committed to provide up to $49 million in DIP financing to the Debtors. KIP AND ANDREA: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Kip and Andrea Richards Family Farm & Ranch, LLC dba Richards Farm & Ranch, LLC 73570 Avenue 365A Hayes Center, NE 69032 Case No.: 15-40070 Chapter 11 Petition Date: January 21, 2015 Court: United States Bankruptcy Court District of Nebraska (Lincoln Office) Judge: Hon. Shon Hastings Debtor's Counsel: William L. Biggs, Jr., Esq. GROSS & WELCH 2120 So. 72 St. 1500 Omaha Tower Omaha, NE 68124 Tel: (402) 392-1500 Fax: (402) 392-8101 Email: bbiggs@grosswelch.com - and - Frederick D. Stehlik, Esq. GROSS & WELCH, PC 2120 So 72nd St 1500 Omaha Tower Omaha, NE 68124-2342 Tel: (402) 392-1500 Fax: (402) 392-8101 Email: fstehlik@grosswelch.com Estimated Assets: $10 million to $50 million Estimated Debts: $1 million to $10 million The petition was signed by Kip L. Richards, manager. List of Debtor's eight Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ CNH Industrial Capital $7,477 Ag Valley Coop $681 Blue Cross Blue Shield Unknown Cabella's Credit Card Unknown Great Plains Communications Unknown Hayes County Farmer's Coop Unknown Malleck Oil & Gas Unknown Medicine Valley Veterinary Hospital Unknown KOOSHAREM LLC: S&P Revises Outlook to Positive & Affirms 'B-' CCR ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its rating outlook on Koosharem LLC to positive from stable and affirmed its 'B-' corporate credit rating on the company. As the same time, S&P revised our recovery rating on the company's pro forma $624 million senior secured term loan facility to '3' from '4' and affirmed the 'B-' issue-level rating on the debt. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70; low end of the range) for lenders in the event of a payment default. The company plans to use the proceeds from the term loan, along with $195 from an equity rights offering and rolled-over equity from management, to fund its $410 million acquisition of and merger with EmployBridge Holding Corp. Separately, the company is increasing the size of its asset-based lending (ABL) facility to $180 million from $120 million. "The outlook revision reflects the potential for an upgrade over the next 12 months if the companies can successfully integrate, achieve the targeted synergies, and reduce debt leverage below 6.5x through EBITDA growth and debt repayment," said Standard & Poor's credit analyst Elton Cerda. The positive outlook reflects S&P's view that the company should be able to reduce debt leverage through EBITDA growth and debt repayment while maintaining an adequate margin of compliance with financial covenants, despite gradual step-downs over the next few years. S&P could raise the rating over the next 12 months if the companies successfully integrate, and S&P concludes that the combined company will achieve and maintain lease-adjusted leverage below 6.5x. Also, an upgrade would also depend on the company maintaining "adequate" liquidity with a 20% cushion of compliance with its covenants while generating meaningful discretionary cash flow. S&P could revise the outlook to stable over the next 12 months if the combined company is unable to achieve its targeted synergies and if market share losses contribute to EBITDA deterioration, causing the margin of compliance with the term loan's maintenance financial covenant to narrow to 10% or less. S&P could also lower the rating if it becomes apparent that weak operating performance and negative discretionary cash flow will cause the revolving credit facility availability to drop below $20 million. LEGACY RESERVES: S&P Revises Outlook to Neg. & Affirms 'B+' CCR --------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook to negative from stable on Midland, Texas-based oil and gas exploration and production company Legacy Reserves L.P. and affirmed its 'B+' corporate credit rating on the company. S&P also affirmed the 'B' rating on the company's senior unsecured notes and left the '5' recovery rating unchanged. The outlook revision reflects S&P's lowered oil and natural gas price assumptions and its reduced estimates for Legacy's EBITDA and cash flows in 2015 and 2016. "We now expect the company's FFO to debt to drop to about 12% and debt to EBITDA to approach 5x for the next two years. Our estimates assume the company reduces capital spending from 2014 levels," said Standard & Poor's credit analyst Carin Dehne-Kiley. The ratings on Legacy incorporate S&P's assessment of the company's "weak" business risk, "aggressive" financial risk, and "adequate" liquidity. These assessments reflect the company's acquisition-focused growth strategy, its ongoing partnership distributions, and its historical reliance on the equity market to partly fund acquisitions. These weaknesses are partially offset by the company's exposure to less risky proved developed reserves and its long reserve life at more than 11 years on a proved developed basis. The negative outlook reflects S&P's view that leverage could exceed levels it views as appropriate for the rating over the next two years. S&P now expects FFO/debt to approach 12% and debt/EBITDA to near 5x unless the company reins in capital spending, cuts distributions, or improves operating margins. LIBERTY TIRE: Moody's Lowers Corporate Family Rating to 'C' ----------------------------------------------------------- Moody's Investors Service downgraded Liberty Tire Recycling Holdco, LLC's ("Liberty Tire") Corporate Family Rating (CFR) to Ca from Caa1 and the Probability of Default Rating (PDR) to Ca-PD from Caa1-PD. At the same time, Moody's downgraded the rating on the company's senior unsecured notes to Ca, LGD-6 from Caa2, LGD-4. The outlook is negative. Ratings Rationale Liberty Tire's operating performance and cash flows significantly declined in the second half of 2014 and it has limited liquidity. The lower ratings reflect Moody's opinion of a high probability of near-term default as well as a deterioration in expected loss for the company's unsecured notes. The company entered into a forbearance agreement with lenders under its secured revolving credit (unrated) in December. The agreement expires on January 30, 2015 and, among other provisions, requires monthly payment of applicable interest with the next scheduled payment due February 1. On February 8, 2015 certain preferred shares become mandatorily redeemable. The next interest payment under the notes (approximately $12.4 million) is on April 1, 2015. In December the company obtained a $10.1 million term loan whose security arrangement is documented under the revolving credit agreement but is structured on a "last-in, last out" basis. Current outstandings under the revolving credit agreement are $64 million. The level of senior secured obligations and other claims with priority ahead of the unsecured notes (roughly $120 million of higher priority claims) reduces expected recovery for the notes in the event of default, contributing to the downgrade of the instrument to Ca, LGD-6 and pointing to loss given default outcomes of around 90%. The company does not presently have access to any unused commitment under its revolving credit agreement and was not in compliance with its financial covenants at the end of September. Cash holdings are considered minimal. The negative outlook considers the increased likelihood of default as the end of the forbearance period and required payments approach. Higher ratings are unlikely to develop but would require achieving material profitability, generating significant free cash flow and restoring liquidity above $30 million. Further downward pressure on the ratings could result if indebtedness increases, negative free cash flow persists and prospects for stabilizing or increasing EBITDA diminish. Ratings downgraded: Corporate Family Rating to Ca from Caa1 Probability of Default Rating to Ca-PD from Caa1-PD $225 million Senior unsecured notes to Ca, LGD-6 from Caa2, LGD-4 The principal methodology used in these ratings was Environmental Services and Waste Management Companies published in June 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Liberty Tire Recycling Holdco, LLC., headquartered in Pittsburgh, PA, is a scrap tire collector and recycler in the United States and Canada. Annual revenue is roughly $320 million. The company is majority-owned by American Securities, LLC. LORILLARD INC: Has Agreement to Settle Merger-Related Suit ---------------------------------------------------------- Lorillard, Inc., entered into a memorandum of understanding to settle a putative class action lawsuits brought in the Delaware Court of Chancery by shareholders of the Company challenging the proposed merger with Reynolds American Inc. According to a regulatory filing with the U.S. Securities and Exchange Commission, the parties entered into the MOU in order to eliminate the burden, expense and uncertainties inherent in that litigation. The complaints generally allege, among other things, that the members of the Company board of directors breached their fiduciary duties to shareholders of the Company by authorizing the proposed merger of the Company with RAI. The complaints also allege that RAI and British American Tobacco p.l.c. aided and abetted the breaches of fiduciary duty allegedly committed by the members of the Company board of directors. On Nov. 25, 2014, the court granted a motion for consolidation of the lawsuits into a single action captioned In re Lorillard, Inc. Stockholders Litigation, C.A. No. 9904-CB and appointment of lead plaintiffs and lead counsel. On Dec. 11, 2014, the lead plaintiffs filed a motion for a preliminary injunction and a motion to expedite. The Plaintiffs filed their opening brief in support of their motion for a preliminary injunction on Jan. 9, 2015. The Memorandum of Understanding outlines the terms of the parties' agreement in principle to settle and release all claims which were or could have been asserted in the Delaware Actions. In consideration for such settlement and release, the parties to the Delaware Actions have agreed, among other things, that the Company and RAI will make certain supplemental disclosures to the joint proxy statement/prospectus. The Memorandum of Understanding contemplates that the parties will negotiate in good faith to agree upon a stipulation of settlement to be submitted to the court for approval as soon as practicable. The stipulation of settlement will be subject to customary conditions, including approval by the court, which will consider the fairness, reasonableness and adequacy of such settlement. "There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the court will approve the settlement even if the parties were to enter into such stipulation. In such event, or if the transactions contemplated by the Merger Agreement are not consummated for any reason, the proposed settlement will be of no force and effect," the filing stated. About Lorillard Lorillard, Inc. is the manufacturer of cigarettes in the United States. Its Newport is a menthol flavored premium cigarette brand. In addition to the Newport brand, its product line has four additional brand families marketed under the Kent, True, Maverick and Old Gold brand names. The Company's balance sheet at Sept. 30, 2014, showed $3.27 billion in total assets, $5.43 billion in total liabilities, and a stockholders' deficit of $2.15 billion. LOS GATOS: Wants to Keep Eastdil as Broker Until June 30 --------------------------------------------------------- Los Gatos Hotel Corporation, in a second application, requests that the Bankruptcy Court extend the employment of Eastdil Secured Broker Services, Inc. as real estate broker until June 30, 2015. On March 14, 2014, the Court entered an order authorizing the Debtor to employ Eastdil. Over the course of its employment, Eastdil has conducted a broad marketing campaign, provided prospective purchasers with a detailed offering memorandum, conducted multiple property tours and received two rounds of offers that it submitted to the Debtor for consideration. Despite the potential purchasers' interest in the hotel, the Debtor will be unable to complete a sale of the hotel until the Debtor concludes its evaluation of extent of the environmental contamination affecting its property, and the Regional Water Quality Control Board approves a remediation plan. Because the sale process has not concluded and the engagement letter between the Debtor and Eastdil expires on Dec. 31, 2014, it is necessary to extend the period for which Eastdil is employed. Eastdil will (1) prepare marketing materials; (2) provide due diligence materials to prospective purchasers; (3) show the hotel to prospective purchasers; and (4) provide all other services customarily provided by real estate brokers. The Debtor has agreed to pay Eastdil compensation as: (1) 1.75% of the first $27.0 million of the gross sales price of the hotel, plus 5% of the portion of the gross sales price that exceeds $27.0 million; (2) in its sole discretion, pay Eastdil a discretionary bonus if the Debtor determines that Eastdil provided superior service and obtained superior results; (3) the Debtor will reimburse Eastdil for up to $20,000 in out-of-pocket expenses. However, the $20,000 cap will not apply to costs incurred for providing due diligence materials to prospective purchasers or to costs incurred to revise marketing materials after the Debtor approves the materials. In addition, Eastdil is entitled to its commission if the debtor enters into an alternative transaction. To the best of the Debtor's knowledge, Eastdil and all of its professionals are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. About Los Gatos Hotel San Jose, California-based Los Gatos Hotel Corporation, dba Hotel Los Gatos, was formed in 2000 to build and operate Hotel Los Gatos, a full-service boutique hotel in downtown Los Gatos, California. Los Gatos Hotel filed for Chapter 11 bankruptcy protection on December 27, 2010 (Bankr. N.D. Cal. Case No. 10-63135). The Debtor disclosed $17.2 million in assets and $12.9 million in liabilities as of the Chapter 11 filing. Affiliate Blossom Valley Investors, Inc., filed a separate Chapter 11 petition on Sept. 10, 2009 (Bankr. N.D. Cal. Case No. 09-57669). Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky Popeo, serves as the Debtor's bankruptcy counsel. The Debtor has tapped OSAS Inc. as financial advisor and investment banker. MAGNUM HUNTER: S&P Lowers CCR to 'CCC+'; Outlook Negative --------------------------------------------------------- Standard & Poor's Ratings Services lowered its 'B-' corporate credit rating on Houston-based Magnum Hunter Resources Corp. to 'CCC+'. At the same time, S&P lowered its 'B' issue-level rating on the company's second-lien term loan to 'B-' and its 'CCC' issue-level rating on Magnum's senior unsecured debt to 'CCC-'. The outlook is negative. The rating action reflects S&P's expectation that Magnum's EBITDA will be insufficient to cover interest expenses and maintenance capital spending on an ongoing basis under S&P's price assumptions. "In addition, we believe that Magnum's liquidity position will deteriorate in 2015 due to lower cash flow generation and likely weaker-than-expected proceeds from asset sales given challenging commodity prices," said Standard & Poor's credit analyst Christine Besset. S&P could lower the rating if liquidity became further strained. This would likely happen if the company cannot complete further asset sales or capital market transactions in 2015, or if the revolving credit facility were lowered. S&P could revise the outlook to stable if the company strengthens its liquidity position. MCCLATCHY CO: Operations VP Robert Weil to Retire ------------------------------------------------- Robert J. Weil, vice president, operations at The McClatchy Company since 1997, has announced his retirement on June 30. A member of McClatchy's senior management team and one of two vice presidents for operations, Mr. Weil oversees 13 markets and their affiliated digital and print operations in six states. "Bob has been a terrific executive and a steadying influence as McClatchy has undergone tremendous change over the past several years," said Pat Talamantes, McClatchy's president and CEO. "He helped usher in our digital future and never wavered for a moment in believing that McClatchy's values and core news mission have critical roles to play in that future." Talamantes said McClatchy will develop a new organizational structure following Weil's retirement and no successor will be named. "I want to thank Bob for his many contributions to McClatchy over the years," Talamantes continued. "He's been a mentor to many in our company and a wonderful ambassador for McClatchy in our industry. We congratulate Bob on an outstanding career and wish him all the best in retirement." Weil, who turns 65 in May, was named to his current post after 18 years as a newspaper publisher and senior executive. He joined McClatchy in 1994 as publisher of The Fresno Bee. The company published far fewer daily newspapers back then and had operations in just five states. McClatchy's internet efforts were in their infancy. Weil's ascension to McClatchy's senior management ranks coincided with a period of unprecedented company growth both in print and digital. Two months into his new corporate job, McClatchy announced its acquisition of the Minneapolis Star Tribune and Cowles Media for $1.4 billion. Weil, a native of the Midwest and a journalism graduate from Indiana University, was handed oversight of McClatchy's newest and then-largest newspaper. More acquisitions and growth followed, catapulting McClatchy into one of the largest newspaper publishers in the United States and one with a fast-growing digital business. In recent years, Weil helped lead the company through its digital transformation with an emphasis on diversifying revenues, new product development and reducing legacy costs. Today, almost two-thirds of McClatchy's revenues come from sources other than the printed newspaper. "I'm grateful to McClatchy for the opportunity to work at a premier company with some of the best talent in our industry," Weil said. "I look forward with great anticipation to the next chapter of my life and opportunities that lay ahead. I will miss the camaraderie and connection with colleagues who have made my journey at McClatchy incredibly rewarding." Weil concludes a newspaper career that spans almost five decades, beginning in the summer of 1967 working for his family-owned paper, The Times Herald in Port Huron, Mich. He worked part-time in high school writing sports for the South Bend Tribune in Indiana and was a part-time, general assignment reporter for what's now The Herald-Times in Bloomington while attending Indiana University. After graduation, Weil joined Gannett Co., Inc., in advertising sales before being promoted to publisher of two of the company's papers, first in New Kensington, Pa., and later in Marin County, Calif. In 1986, Weil moved to the Pacific Northwest with Persis Media, a company with newspapers in Washington and Tennessee, and became president and chief operating officer. Throughout his career, Weil has been a leader in trade groups and industry associations. He is president-elect of the Southern Newspaper Publishers Association and serves as vice chairman of the board of trustees of the American Press Institute. Following the Retirement Date, it is expected that Mr. Weil will provide consulting services to the Company. The terms of a consulting agreement, which will be disclosed in a future filing, are yet to be determined. However, compensation for those consulting services is not expected to exceed $60,000 and reimbursement of business expenses. In light of Mr. Weil's mid-year retirement and his stellar and long service, the Compensation Committee has awarded Mr. Weil a service-based incentive for his 2015 service in the amount of $443,845, and an additional amount of $298,350 representing six-months of base salary continuation. Both amounts will be paid in a single lump sum within 30 days of Mr. Weil's retirement. About The McClatchy Company Sacramento, Cal.-based The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest newspaper company in the United States, publishing 30 daily newspapers, 43 non-dailies, and direct marketing and direct mail operations. McClatchy also operates leading local Web sites in each of its markets which extend its audience reach. The Web sites offer users comprehensive news and information, advertising, e-commerce and other services. Together with its newspapers and direct marketing products, these interactive operations make McClatchy the leading local media company in each of its premium high growth markets. McClatchy-owned newspapers include The Miami Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer, and The News & Observer (Raleigh). The Company reported net income of $18.8 million for the year ended Dec. 29, 2013, as compared with a net loss of $144,000 for the year ended Dec. 30, 2012. The Company's balance sheet at Sept. 28, 2014, the Company had $2.63 billion in total assets, $2.31 billion in total liabilities and $318 million in stockholders' equity. * * * McClatchy carries a 'Caa1' corporate family rating from Moody's Investors Service. In May 2011, Moody's changed the rating outlook from stable to positive following the company's announcement that it closed on the sale of land in Miami for $236 million. The outlook change reflects Moody's expectation that McClatchy will utilize the net proceeds to reduce debt, including its underfunded pension position, which will reduce leverage by approximately half a turn and lower required contributions to the pension plan over the next few years. McClatchy Co. carries a 'B-' Corporate Credit Rating from Standard & Poor's Ratings Services. As reported by the TCR on April 2, 2014, Standard & Poor's Ratings Services affirmed all ratings on U.S. newspaper company The McClatchy Co., including the 'B-' corporate credit rating, and revised the rating outlook to stable from positive. The outlook revision to stable reflects S&P's expectation that the timeframe for a potential upgrade lies beyond the next 12 months, and could also depend on the company realizing value from its digital minority interests. MEGA RV: Has Until Feb. 23 to Propose Plan of Reorganization ------------------------------------------------------------ U.S. Bankruptcy Judge Mark S. Wallace approved a second stipulation extending until Feb. 23, 2015, Mega RV Corp.'s exclusive period to file a plan of reorganization. As reported in the Troubled Company Reporter on Oct. 28, 2014, in seeking the extension, the Debtor explained that it is marketing its assets for sale, while simultaneously conducting settlement negotiations with its secured lender, GE Distribution Finance Corporation. The Debtor and GE were set for mediation on Oct. 13 to 14, 2014 before Judge Goldberg (ret.). The Debtor said it was hopeful the mediation would result in a settlement. However, if the mediation is not successful, the Debtor said it is preparing to litigate its claims against GE in an adversary proceeding before the Court or other forum. Until the contingencies are resolved, the Debtor is unable to propose a plan of liquidation at this time. The Debtor is represented by: Robert P. Goe, Esq. Elizabeth A. LaRocque, Esq. Donald W. Reid, Esq. GOE & FORSYTHE, LLP 18101 Von Karman Avenue, Suite 510 Irvine, CA 92612 Tel: (949) 798-2460 Fax: (949) 955-9437 E-mail: rgoe@goeforlaw.com elarocque@goeforlaw.com dreid@goeforlaw.com About Mega RV Corp. Mega RV Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 14-13770) on June 15, 2014. Judge Mark S Wallace presides over the case. The Debtor estimated assets and liabilities of at least $10 million. Goe & Forsythe, LLP, serves as the Debtor's counsel. Greenberg Glusker Fields Claman & Machtinger LLP represents the Official Committee of Unsecured Creditors. MINERAL PARK: Sale of Closed Mohave County Mine Okayed ------------------------------------------------------ The Today's News-Herald reports that the U.S. Bankruptcy Court for the District of Delaware approved on Jan. 20, 2015, the sale of Mineral Park Mine to Origin Mining Corp. for $10 million. The Associated Press relates that Origin Mining will assume responsibility of $3.5 million of environmental obligations. The AP recalls that the Mohave County copper mine stopped operating and laid off approximately 400 workers in December 2014. Hubble Ray Smith at The Kingman Daily Miner says that the Mohave County One-Stop Career Center was holding a job fair for workers laid off from the Mineral Park copper mine on Thursday. About Mineral Park Mineral Park, Inc., Bluefish Energy Corp. and two affiliates commenced proceedings under Chapter 11 of the Bankruptcy Code in Delaware on Aug. 25, 2014. The cases are pending before the Honorable Kevin J. Carey and are jointly administered under Case No. 14-11996. Mineral Park and its affiliated debtors are subsidiaries of Mercator Minerals Ltd. ("MML"), a mineral resource company engaged through various subsidiaries in the mining, exploration, development and operation of its mineral properties in Mohave County, Arizona, and Sonora, Mexico. Mineral Park's principal asset is the Mineral Park Mine, a producing copper-molybdenum mine located near Kingman, Arizona. Bluefish is the owner and operator of the industrial gas turbine power generator at the Mine. British Columbia, Canada-based MML, which has shares trading on the Toronto Stock Exchange under the trading symbol "ML", is not included in the bankruptcy filing. The Debtors have tapped Pachulski Stang Ziehl & Jones LLP as counsel, Evercore Group LLC as investment banker, FTI Consulting, Inc., as financial advisor, FTI's David J. Beckman as CRO, and FTI's Paul Hansen as assistant CRO. Prime Clerk LLC is the claims and noticing agent. The U.S. Trustee for Region 3 appointed three creditors of Mineral Park, Inc. and its affiliates to serve on the official committee of unsecured creditors. The Committee selected Stinson Leonard Street LLP and Hiller & Arban LLC as its counsel. Mineral Park reported $286,362,131 in total assets and $266,035,508 in total liabilities. MISSISSIPPI PHOSPATES: Jonathan J. Nash Approved as CRO ------------------------------------------------------- Judge Katharine M. Samson, in an amended order, authorized Mississippi Phosphates Corporation, et al., to employ Deloitte Transactions and Business Analytics LLP to provide the Debtors with a chief restructuring officer, and (ii) designate Deloitte's Jonathan J. Nash as CRO, nunc pro tunc to Nov. 10, 2014. On Dec. 15, 2014, the Court entered its order authorizing the Debtors to employ Deloitte to provide the Debtors with a CRO, but the U.S. Trustee had reserved certain objections to the application. The amended order addressed and resolved those issues raised by the U.S. Trustee. The CRO, assisted by other personnel of DTBA and its affiliates, is expected to provide these services: (a) assess Client's current business plan and operations to identify areas of opportunity, including, but not limited to, potential profitability, ongoing cash requirements, profit center contributions and break-even levels; (b) develop Client's financial and operational strategy and associated activities for the Board's input and approval; (c) oversee the implementation of Client's Board-approved financial and operational strategy; (d) coordinate and consult with Client's investment banker with respect to the chapter 11 sales process with respect to potential utilization of Client's assets by potential buyers; (e) oversee the relationship with Client's lenders and other creditors; (f) oversee the management of, and effort to enhance, Client's liquidity issues; (g) meet with the Board on a periodic basis to discuss, among other things, engagement progress and financial and operational reports; (h) oversee the implementation of Board-approved bankruptcy efforts of the Client, including being the Client's witness in the bankruptcy court on matters incident to the Client's bankruptcy cases; and (i) perform the day to day functions customarily and reasonably associated with the position of a Chief Restructuring Officer in companies of similar size and complexity. The rates DTBA would charge for its Engagement are: -- Fees. DTBA's professional fees for the engagement including the CRO function will be at the rate of $25,000 per week. DTBA's professional fees for other Services, to the extent provided, will be at the rate of $ 175-$695 an hour, depending on the personnel assigned to the particular tasks. No other Services, however, shall be provided to the Debtors without prior consultation with and approval by the Debtors and a prior agreement to include such fees in the Approved Budget as referred to in the Engagement Letter and to insure the Debtors' ability to fund such fees. -- Expenses. DTBA will be entitled to reimbursement of reasonable expenses incurred in connection with this engagement, including travel, meals and lodging, and delivery services. -- Payment. All fees and expenses will be billed to Client weekly and are payable upon receipt, subject to the understanding that DTBA may agree to adjust this requirement to any interim billing and payment protocol upon approval by the Court. About MPC Mississippi Phosphates Corporation is a major United States producer and marketer of diammonium phosphate ("DAP"), one of the most common types of phosphate fertilizer. MPC, which was formed as a Delaware corporation in October 1990, owns a DAP facility in Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in its 1990 bankruptcy. Phosphate rock, the primary raw material used in the production of DAP, is being supplied by OCP S.A., a corporation owned by the Kingdom of Morocco. The parent, Phosphate Holdings, Inc., was formed in December 2004 in connection with the bankruptcy reorganization of MPC and its then-parent Mississippi Chemical Corporation, the first fertilizer cooperative in the United States. As of Oct. 27, 2014, MPC has a work force of 250 employees, broken into 224 regular employees and 26 "nested" third-party contract employees. MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc., and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667) on Oct. 27, 2014. Judge Katharine M. Samson is assigned to the cases. Mississippi Phosphates disclosed $98.8 million in assets and $141 million plus an unknown amount in liabilities. Affiliates Ammonia Tank and Sulfuric Acid Tanks each estimated $1 million to $10 million in both assets and liabilities. The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler Snow LLP as counsel. The official committee of unsecured creditors tapped Burr & Forman LLP as its counsel. MONROE HOSPITAL: Wins OK to Reject Medicaid Agreements ------------------------------------------------------ U.S. Bankruptcy Judge James M. Carr entered an order authorizing Monroe Hospital, LLC, to: i) amend the Debtor's asset purchase agreement with the successful bidder Prime Healthcare Services Monroe LLC; ii) reject the Medicare and Medicaid Provider Agreements; and iii) amend and supersede the sale order. All objections and responses to the sale motion and the motion to amend were overruled and denied. The Court ordered that the sale of the assets to the successful bidder under the successful bidder's APA constitutes a transfer for reasonably equivalent value and fair consideration. The sale of the assets to the successful bidder is a legal, valid, and effective transfer of the Assets notwithstanding any requirement for approval or consent of any entity. On Sept. 2, 2014, the Court entered an order establishing sale procedures to govern the sale of substantially all of its assets to either Prime Healthcare or a different party who submitted a higher and better bid. On Oct. 27, 2014, the Court entered an order authorizing the sale to Prime. The sale was slated to close on Dec. 31, 2014. In this relation, Prime has informed the Debtor as a condition for the sale closing that the sale order and successful bidder's asset purchase agreement must be amended so that the Medicare and Medicaid Provider Agreements are rejected. Although the Debtor could attempt to rely on the sale order to force Prime to accept the assignment of the Medicare and Medicaid Provider Agreements, Prime would certainly resist, litigation may be necessary, the sale would not close by Dec. 31, 2014, the Debtor's postpetition financing would expire, and the Debtor's operations would be endangered. On the other hand, by agreeing to seek entry of the amended sale order and by amending the successful bidder's asset purchase agreement the Debtor will close the sale and maximize the value of its bankruptcy estate. The rejection of the Medicare and Medicaid Provider Agreements is unlikely to have any material impact on the Debtor. At most, CMS will now file a proof of claim asserting a general unsecured claim against the Debtor, however, even this is in doubt because CMS may simply recover any damages it has by setting of against the receivables it owes to the Debtor and which will be sold to Prime as part of the sale. A copy of the amended successful bidder's APA is available for free at http://bankrupt.com/misc/MONROEHOSPITAL_290_apa.pdf About Monroe Hospital Monroe Hospital, LLC, since 2006, has operated a 32 licensed bed private acute care medical surgical hospital in Bloomington, Indiana. It leases the land on which the hospital is located from MPT Bloomington, LLC. Monroe Hospital, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ind. Case No. 14-07417) in Indianapolis, Indiana, on Aug. 8, 2014. Joseph Roche signed the petition as president and chief executive officer. In its schedules, the Debtor disclosed $14.3 million in total assets and $136 million in liabilities. The case is assigned to Judge James M. Carr. The Debtor is represented by attorneys at Bingham Greenebaum Doll LLP. Upshot Services LLC acts as the Debtor's noticing, claims and balloting agent. MOTORS LIQUIDATION: GUC Trust Administrator Files Reports --------------------------------------------------------- Pursuant to the Amended and Restated Motors Liquidation Company GUC Trust Agreement dated as of June 11, 2012, and between the parties thereto, as amended, Wilmington Trust Company, acting solely in its capacity as trust administrator and trustee of the Motors Liquidation Company GUC Trust, is required to file certain GUC Trust Reports with the Bankruptcy Court for the Southern District of New York. In addition, pursuant to that certain Bankruptcy Court Order Authorizing the GUC Trust Administrator to Liquidate New GM Securities for the Purpose of Funding Fees, Costs and Expenses of the GUC Trust and the Avoidance Action Trust, dated March 8, 2012, the GUC Trust Administrator is required to file certain quarterly variance reports as described in the third sentence of Section 6.4 of the GUC Trust Agreement with the Bankruptcy Court. On Jan. 20, 2015, the GUC Trust Administrator filed the GUC Trust Report required by Section 6.2(c) of the GUC Trust Agreement together with the Budget Variance Report, each for the fiscal quarter ended Dec. 31, 2014. In addition, the Motors Liquidation Company GUC Trust announced that no distribution in respect of its Units (as that term is defined in the GUC Trust Agreement) is anticipated for the fiscal quarter ended Dec. 31, 2014. A copy of the Bankruptcy Court filing is available for free at: http://is.gd/24hKiX About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. MT. GOX: Jitters After Bitstamp Suspends Services ------------------------------------------------- Sydney Ember, writing for The New York Times' DealBook, reported that Bitstamp, one of the biggest Bitcoin exchanges suspended services, prompting unease in a virtual currency industry already scarred by the collapse last year of Mt. Gox, once its most prominent exchange. According to the report, Bitstamp, based in London, posted a message on its website saying it had "temporarily suspended Bitstamp services" and urged its customers not to make deposits to previously issued Bitcoin deposit addresses. The exchange said that some of its virtual wallets were compromised and that it had lost roughly 19,000 Bitcoins, worth about $5 million, the report related. About Mt. Gox Bitcoin exchange MtGox Co., Ltd., filed a petition under Chapter 15 of the U.S. Bankruptcy Code on March 9, 2014, days after the company sought bankruptcy protection in Japan. The bankruptcy in Japan came after the bitcoin exchange lost 850,000 bitcoins valued at about $475 million "disappeared." The Japanese bitcoin exchange halted trading in February 2014. It filed for bankruptcy protection in the U.S. to prevent customers from targeting the cash it holds in U.S. bank accounts. The Chapter 15 case is In re MtGox Co., Ltd., Case No. 14-31229 (Bankr. N.D. Tex.). The Chapter 15 Petitioner is Robert Marie Mark Karpeles, the company's chief executive officer. Mr. Karpeles is represented by John E. Mitchell, Esq., and David William Parham, Esq., at Baker & Mcckenzie LLP, in Dallas, Texas. The bankruptcy trustee and foreign representative of MtGox Co. Ltd. with respect to the Japan Bankruptcy Proceedings: MtGox Co., Ltd. Office of Bankruptcy Trustee Kojimachi 3 chome building #202 Kojimachi 3-4-1 Chiyoda-ku, Tokyo Tel: +81-3-4588-3922 Attn: Nobuaki Kobayashi The Ontario Superior Court of Justice (Commercial List) on Oct. 3, 2014, ordered, pursuant to Section 272 of the Bankruptcy and Insolvency Act, that the bankruptcy proceedings commenced with respect to MtGox Co., Ltd. -- aka Mt. Gox KK and dba MtGox -- be recognized as a "foreign main proceeding." The Canadian legal counsel to the bankruptcy trustee and foreign representative of MtGox Co., Ltd, are: MILLER THOMSON LLP Scotia Plaza 40 King Street West, Suite 5800 PO Box 1011 Toronto, ON Canada M5H 3S1 Tel: 416-595-8615/8577 Fax: 416-595-8695 Attn: Jeffrey Carhart/ Margaret Sims The company said it has estimated assets of $10 million to $50 million and debts of $50 million to $100 million. NAARTJIE CUSTOM: Feb. 3 Hearing on Bid for Exclusivity Extensions ----------------------------------------------------------------- The Bankruptcy Court will convene a hearing on Feb. 3, 2015, at 11:00 a.m., to consider Naartjie Custom Kids, Inc.'s motion for an extension of the Debtor's exclusive period to propose a plan. Objections, if any, are due Jan. 26. The Debtor is requesting that the Court extend its exclusive periods to file a Chapter 11 plan until April 10; and solicit acceptances for that plan until June 9. The Debtor explained that it needs additional time to negotiate a consensual resolution of the case either through a structured dismissal or through a chapter 11 plan. The Debtor has spent substantial time seeking to sell its assets to maximize value before the value of those assets diminished. The Debtor is now working with its creditor constituents to consensually resolve the case, to obtain the regulatory approvals required for the pending sale of its interests in ZA One, and to wind down the Debtor's American operations. 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 SPORTS ACADEMY: Files for Ch 11 Bankruptcy Protection -------------------------------------------------------------- National Sports Academy at Lake Placid filed for Chapter 11 bankruptcy protection (Bankr. N.D.N.Y. Case No. 15-10082)on Jan. 17, 2015, disclosing $1.81 million in total assets and $1.86 million in total liabilities. The petition was signed by Lisa Wint, head of school. Interim Head of School Lisa Wint said in a statement, "NSA fully intends to restructure its balance sheet through the Chapter 11 process. Our talented teachers and coaches are focused on continuing to increase enrollment through team and individual sports and provide top notch athletic and educational opportunities for ambitious young men and women." Christopher James Baum, Esq., at Baum & Bailey, P.C., serves as the Debtor's bankruptcy counsel. Matthew Turner at Lake Placid News relates that the Debtor also hired Jeb Singer, Esq., at J. Singer Law Group. The Debtor's bankruptcy filing shows that it owes money to between 50 and 99 creditors. According to Lake Placid News, the Debtor's creditors include the village of Lake Placid, which is owed $156,787 through the village's revolving loan fund. Lake Placid News states that these three lawsuits, all stemming from allegations of breaches of contract by the Debtor, are pending: a. a lawsuit by John Perrachio, a former board member who is owed by the Debtor $105,000, is the only one not in dispute; b. a lawsuit by Kabrual and Julie Tasha, former parents of two NSA hockey players whose $40,000 is being disputed by the Debtor, claims breach of the Debtor's enrollment contract; and c. a lawsuit by Bear Essentials, a local clothing company with stores in Lake Placid and Saranac Lake and which is owed $5,776 in invoices for embroidery and screen printing services. The Debtor also disputes their claim. According to Lake Placid News, the Debtor's revenue dropped to $342,850 in 2014, from $731,622 in 2013. Enrollment, the report adds, is currently below 20 students, down from 48 in September 2013 and 60 the year before. The Debtor, Lake Placid News recalls, avoided, for the second time in two years, closure this winter due to donations from parents, board members, and the community. Headquartered in Lake Placid, New York, National Sports Academy at Lake Placid is a private boarding school, which focuses on training students in winter sports. NATURAL MOLECULAR: Defends Sale to YourCode; APA Revised -------------------------------------------------------- Mark Calvert, as Chapter 11 trustee for Natural Molecular Testing Corporation, submits a revised form of Asset Purchase Agreement between the Debtor, YourCode, Inc., and Beau Fessenden, Keith Tyacke, and Ken Webert as shareholders of YourCode. The bankruptcy trustee of NMTC sought court approval last month to sell almost all of the company's assets to YourCode, Inc. One of YourCode's shareholders is former NMTC officer Beau Fessenden who is facing a lawsuit filed by the company. Under the proposed sale, the company will receive $25,000 in cash once it closes the sale, and deferred payment of $361,000 evidenced by a promissory note issued at closing, bearing interest at 1 percent per annum. NMTC will also receive royalty payments of 5% of cash revenue received by YourCode for the five years following the closing. YourCode is only allowed to pay up to $2 million per year or $10 million in the aggregate. A copy of the Asset Purchase Agreement is available at: http://is.gd/wZ08k6 Committee Opposes Sale The Official Unsecured Creditors' Committee opposes the Trustee's Motion for an authorizing the Sale of the Debtor's assets. Christopher M. Alston, Esq., of Foster Pepper LLC, notes that YourCode continues to propose to pay almost all of the monetary consideration over time: only $10,000 will paid at closing, and $240,000 will be paid over two years at $10,000 a month starting June 1 (payments started sooner under the Term Sheet) and with zero interest. YourCode is a brand new company with no track record that will be run by individuals whose current company (the Debtor) is under criminal investigation for fraud. The risk of non-collection is high, and the note has to be further discounted for present value. And the Committee submits that after these intellectual property assets are used by YourCode for any period of time they will have no re-sale value, so a security interest in only these assets provides little to no security. YourCode apparently refuses to offer a blanket security interest in after- acquired property or any personal guarantees, which would provide meaningful security for the note. Mr. Alston submits that the monetary consideration to the estate under the APA is now even lower than the amount provided in the Term Sheet. One of the assets to be sold is a copy of the information imaged from the servers in the possession of the Trustee. Remarkably, the Trustee must incur the expense to copy the servers. At one point the Committee was told by the Trustee that these copying costs could exceed $10,000. It appears that the actual cost may be less. But no matter whether the costs are $1,000 or $10,000, under no circumstances should the creditors have to pay anything to sell assets to Mr. Fessenden. Mr. Alston states that the principals of YourCode continue to agree to waive their rights to administrative claims, but this agreement provides virtually no value. As the Committee noted in its opposition, these three individuals have no right to any administrative claim, because a) they have already been paid substantial amounts in compensation by the Debtor, b) their conduct during the case damaged the estate and harmed creditors, and c) Mr. Fessenden knowingly waived the right to an administrative claim for any contributions to the Debtor. The free services to be provided by YourCode's shareholders, which were supposedly such a valuable aspect of the sale under the Term Sheet, have been removed from the APA. YourCode agrees to assume certain liabilities identified on Exhibit C, but there is only one item on the list: "None." In sum, the only consideration the estate can count on is the $10,000 cash at closing -- which may be handed over to a vendor to copy the servers for the buyer. U.S. Trustee Also Objects The U.S. Trustee opposes the Chapter 11 Trustee's sale motion and joins in the Committee's objections. The U.S. Trustee objects on the basis that the Asset Purchase Agreement does not make clear whether or not the lab equipment (estimated to be worth approximately $640,000 on its personal property schedule is included or excluded from the assets being sold. The APA does not expressly mention this equipment (which was transferred to AutoGenomics in California following the last hearing). However, the APA does contemplate sale or transfer of DNA samples and it is the United States' understanding that the equipment transferred to AutoGenomics was used to store the DNA samples. Accordingly, it is unclear whether that equipment -- which represents a significant asset of the estate -- is included or excluded from this proposed sale. The vagueness of this point is yet another reason why the sale is not approvable at this time. Chapter 11 Trustee Replies to Objections The Chapter 11 Trustee says it has negotiated hard, but $10,000 cash is the most that Purchaser can pay given the need for capital to develop the business. The Trustee believes that the deferred payment compensation is appropriate given that the intellectual property assets being sold in the APA will take time to be monetized and would likely have little or no value to any other buyer. This is undocumented software in progress that the Trustee believes to be worthless without the continued involvement of those who conceptualized it and know how to capitalize it. The Purchaser has now agreed to pay for the cost of imaging the server hard drives, so that this amount will no longer effectively deduct from the $10,000 in cash that the estate is getting upfront. The Chapter 11 Trustee disagrees with the Committee's position that there is no value in the three management employee's waivers of administrative claims. The three management employees have devoted a substantial amount of unpaid time first to the Debtor as a debtor in possession and subsequently to assist the Chaapter 11 Trustee. For example, since the Trustee was appointed, they have, among other things, consulted on collection of public and private receivables, assisted the Trustee with respect to reporting and explaining a potential overbilling issue, and physically assisted with respect to the Trustee's move out process, including without limitation disposing of bio-hazard waste. They should not be entitled to full salaries given the state of the Debtor's business during this time period, but it is not reasonable to believe that they are entitled to zero consideration for their time. The Chapter 11 Trustee is represented by: John S. Kaplan, Esq. PERKINS COIE LLP 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Tel: (206) 359-8000 Fax: (206) 359-9000 About Natural Molecular Natural Molecular Testing Corp., which provides molecular diagnostic-testing services, including testing for sexually transmitted diseases and screening and counseling about cystic fibrosis, filed a petition for Chapter 11 protection (Bankr. W.D. Wash. Case No. 13-19298) on Oct. 21, 2013, in Seattle. Hacker & Willig, Inc., P.S., serves as its bankruptcy counsel. The closely held company said assets are worth more than $100 million while debt is less than $50 million. Gail Brehm Geiger, Acting U.S. Trustee for Region 18, appointed a five-member Committee of Unsecured Creditors. Foster Pepper's Jane Pearson, Esq.; Christopher M. Alston, Esq., and Terrance Keenan, Esq., serve as the Committee's attorneys. NAZARETH LIVING: Fitch Affirms 'BB' Rating on $7.3MM Revenue Bonds ------------------------------------------------------------------ Fitch Ratings has affirmed the 'BB' rating on the St. Louis County Industrial Development Authority (MO) bonds, issued on behalf of Nazareth Living Center (NLC): -- $7.3 million series 1999 refunding revenue bonds. The Rating Outlook is Stable. SECURITY The bonds are secured by a pledge of gross revenues, a first mortgage lien, and a debt service reserve fund. KEY RATING DRIVERS BOOST FROM ILU PROJECT: NLC's financial performance improved in fiscal 2014, in part resulting from successful occupancy and revenue from its 50-ILU expansion completed in 2013. As of fiscal (year end June 30) 2014 NLC's 137 days of cash on hand (DCOH), 39.6% cash to debt and 1.6x coverage of maximum annual debt service (MADS) were all improved from prior fiscal year. NLC received $3.3 million in initial entrance fees, which were used in part to repay a $2 million note. CAPITAL PLANS IMMINENT: NLC has begun the next phase of its campus project, which will include an $8 million memory care expansion and skilled nursing renovation within the next year. Additional future plans include another ILU expansion. Fitch expects to review plans as they are finalized in the coming months. Routine capital expenditures are near $600,000 annually going forward, light but consistent against planned project expenditures. OCCUPANCY REMAINS MIXED: While the new ILUs remain filled with a 28-member wait list, through the three-month interim period ended Sept. 30, 2014 assisted living unit (ALU) occupancy remained low at 57%, dementia occupancy was below prior year at 73%, and skilled nursing (SN) occupancy dipped slightly to 87%. Occupancy in AL, dementia and SN remains pressured due in part to the competitive service area, and NLC's lack of private SN beds. COMPETITIVE LANDSCAPE: The competitive landscape is material credit concern, as there are several competing facilities in the St. Louis metro providing comparable CCRC services. As such, Fitch believes that NLC's campus plan execution will be essential to remaining marketable and competitive against other providers, as well as key to reducing its reliance on providing services to members of Sisters of St. Joseph of Carondolet (CSJ), whose population has been diminishing. RATING SENSITIVITIES FUTURE CAPITAL PLANS: Despite better performance in fiscal 2014, NLC's still-limited liquidity and large debt burden in the face of near-term capital projects preclude any upward rating pressure. NLC is expected to execute the memory care and skilled nursing project within the next six to 12 months, which will likely be funded by additional debt. This rating action does not incorporate any financing plans, and Fitch will continue to monitor these over the coming months, and take rating action as necessary. CREDIT PROFILE Located in St. Louis, MO, NLC operates 50 ILUs, 150 ALUs and 140 SNF beds, generating $17.3 million in total revenue in fiscal 2014. Benedictine Health System (BHS) and the Sisters of St. Joseph of Carondolet (CSJ) are joint members of NLC. ILU PROJECT BENEFITS From fiscal 2013 to fiscal 2014, NLC's total operating revenue increased 13%, and its total net available for debt service increased nearly 50% due to solid revenues and net entrance fee cash flow from its successful 50-ILU expansion. Including only turnover entrance fees (approx. $20,400) NLC produced MADS coverage of 1.6x in fiscal 2014. Per its covenant calculation, which is based on actual annual debt service, NLC had produced 2.27x coverage through the Oct. 31, 2014 four-month interim period. Further, NLC's balance sheet improved, to nearly $6.1 million in unrestricted cash and investments, equal to 137 DCOH and a 4.6x cushion ratio, versus Fitch's below investment grade (BIG) medians of 233 DCOH and 4.9x cushion ratio. NLC is budgeting for steady to slightly better fiscal 2015 results, which is consistent with performance year to date. FUTURE CAPITAL PLANS NLC is in the midst of a multiphase campus plan, which will likely include an $8 million memory care building and SNF renovation. The financing for this project will be a mixture of fundraising and debt, which is expected to be clarified over the next three to six months. Additional campus plans include another ILU expansion, which would also likely include debt financing. This rating action does not incorporate these preliminary plans, though Fitch notes that NLC has only limited debt capacity at the current rating level. NLC has traditionally provided services to the predominately CSJ population and CSJ has the right to occupancy on 30 of the 50 new ILUs for at least 10 years. Total revenue from CSJ was $5.1 million in fiscal 2014 and $4.9 million in fiscal 2013. Plans to diversify and grow NLC's revenue base is viewed positively, though the associated debt will pressure NLCs already leveraged financial profile over the near term. At June 30, 2014 debt to net available was 7.4x, and MADS was 7.6% of revenue. While favorable to Fitch's 'BIG' medians of 7.8x and 11.1%, these ratios are indicative of a slightly elevated debt burden. DEBT PROFILE At fiscal 2014 (June 30) NLC had $15 million in total long term debt, which is 100% fixed rate. This includes $8 million in series 2012 bonds which Fitch does not rate. MADS equals $1.3 million, and debt service is level through 2029. DISCLOSURE NLC is required to disclose only annual financial statements, disseminated via the Municipal Securities Rulemaking Board's EMMA system. However, Fitch views NLC's consistent voluntary distribution of interim financials and occupancy statistics favorably. NEXSTAR BROADCASTING: Moody's Rates New Unsecured Bonds 'B3' ------------------------------------------------------------ Moody's Investors Service assigned a B3 rating to the proposed bonds of Nexstar Broadcasting, Inc. The company expects to use proceeds primarily to fund pending acquisitions. Nexstar's B1 Corporate Family Rating (CFR), stable outlook, and SGL-2 speculative grade liquidity rating are unchanged. Nexstar Broadcasting, Inc. Senior Unsecured Bonds, Assigned B3, LGD5 Ratings Rationale The transaction would improve liquidity by extending the maturity profile and freeing up bank capacity which might otherwise have been used to fund acquisitions. The proposed bond issuance is in line with Moody's expectations as of the December 17, 2014, upgrade of Nexstar's CFR to B1 from B2. Pro-forma for the completion of all announced transactions, Nexstar's portfolio will increase to 110 television stations and related digital multicast signals reaching 58 markets or approximately 18% of all U.S. television households with estimated two year average revenue of approximately $700 to $750 million. The principal methodology used in this rating was Global Broadcast and Advertising Related Industries published in May 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. NEXSTAR BROADCASTING: S&P Revises Outlook & Affirms 'B+' CCR ------------------------------------------------------------ Standard & Poor's Ratings Services said that it revised its rating outlook on Irving, Texas-based TV broadcaster Nexstar Broadcasting Group Inc. to positive from stable. At the same time, S&P affirmed its 'B+' corporate credit rating on the company. S&P also assigned its 'B+' issue-level rating and '4' recovery rating to the company's proposed $250 million senior unsecured notes due 2022. The '4' recovery rating indicates S&P's expectation for average recovery (30%-50%; low end of the range) for lenders in the event of a payment default. In addition, S&P revised its recovery rating on the company's $525 million senior unsecured notes due 2020 to '4' from '5' and subsequently raised the issue-level rating on the notes to 'B+' from 'B'. The 'BB' issue-level and '1' recovery ratings on the company's senior secured debt remains unchanged. "The positive rating outlook reflects Nexstar's increased size and scale as a result of its recent acquisitions and pro forma adjusted debt-to-average-eight-quarter EBITDA in the mid-5x area," said Standard & Poor's credit analyst Jawad Hussain. "The outlook revision also reflects our expectation that leverage will moderate to about 5x over the next 12-18 months." S&P expects that Nexstar's leverage, based on average trailing-eight-quarter EBITDA, will gradually moderate and improve to about 5x as the company slows down its debt-financed acquisitions and its margins improve with successful integration of the acquired assets over the next 12-18 months. The outlook also reflects S&P's expectation that Nexstar will maintain adequate liquidity and headroom with its tightest covenant. S&P could raise the rating if the company reduces its average trailing-eight-quarter adjusted debt to EBITDA to about 5x on a sustained basis. S&P would expect this to happen if low-single-digit core ad revenue growth continues, if the company sees strong growth in digital media revenue and retransmission fees, and if it maintains EBITDA margins in the mid-30% area. S&P could revise the outlook to stable if the company pursues a financial policy under which average trailing-eight-quarter adjusted leverage remains above 5.5x on a sustained basis due to weaker-than-expected operating performance, large debt financed acquisitions, or a more aggressive shareholder return program. NEXT 1 INTERACTIVE: Incurs $2.5 Million Net Loss in Nov. 30 Qtr. ---------------------------------------------------------------- Next 1 Interactive, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.49 million on $404,000 of total revenues for the three months ended Nov. 30, 2014, compared to a net loss of $11.44 million on $391,000 of total revenues for the same period in 2013. For the nine months ended Nov. 30, 2014, the Company reported a net loss of $4.92 million on $1.15 million of total revenues compared to a net loss of $18.2 million on $1.27 million of total revenues for the same period last year. As of Nov. 30, 2014, the Company had $3.91 million in total assets, $13.8 million in total liabilities, and a $9.91 million total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/misJrN About Next 1 Interactive Weston, Fla.-based Next 1 Interactive, Inc., is the parent company of RRTV Network (formerly Resort & Residence TV), Next Trip -- its travel division, and Next One Realty -- its real estate division. The Company is positioning itself to emerge as a multi revenue stream "Next Generation" media-company, representing the convergence of TV, mobile devices and the Internet by providing multiple platform dynamics for interactivity on TV, Video On Demand (VOD) and web solutions. The Company has worked with multiple distributors beta testing its platforms as part of its roll out of TV programming and VOD Networks. The list of multi- system operators the Company has worked with includes Comcast, Cox, Time Warner and Direct TV. At present the Company operates the Home Tour Network through its minority owned/joint venture real estate partner -- RealBiz Media. As of July 17, 2012, the Home Tour Network features over 4,300 home listings in four cities on the Cox Communications network. The Company incurred a net loss of $18.3 million on $1.56 million of total revenues for the year ended Feb. 28, 2014, as compared with a net loss of $4.23 million on $987,000 of total revenues for the year ended Feb. 28, 2013. D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2014. The independent auditors noted that the Company has incurred net losses of $18.3 million and net cash used in operations of $4.59 million for the year ended Feb. 28, 2014, and the Company had an accumulated deficit of $87.6 million and a working capital deficit of $13.5 million at Feb. 28, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "If we continue to experience liquidity issues and are unable to generate revenue, we may be unable to repay our outstanding debt when due and may be forced to seek protection under the federal bankruptcy laws," the Company said in its fiscal 2013 annual report. OPTIMA SPECIALTY: Moody's Revises Outlook on B2 CFR to Negative --------------------------------------------------------------- Moody's Investors Service revised Optima Specialty Steel, Inc.'s rating outlook to negative from stable and affirmed its B2 corporate family rating, B2-PD probability of default rating and B2 rating on its $175 million senior secured notes due 2016. The change in outlook reflects the company's diminished liquidity following the withdrawal of its proposed $300 million senior note offering, which would have funded the acquisition of The Corey Steel Company, increased its liquidity, extended its debt maturities to 2019 from 2016 and modestly reduced its interest costs. Moody's is withdrawing the senior notes rating, which was assigned at B3 in October 2014. Optima intends to issue $85 million in 12% senior unsecured notes due 2016 to fund the acquisition of Corey Steel and to retire the company's existing $35 million of 16% senior unsecured notes and to pay consent fees and call premiums on the notes. As a result, Optima will not extend its debt maturities and will incur incremental interest costs. The following ratings were affected in this rating action: Withdrawals: $300 Million Senior Secured Notes due 2019, withdrawn at B3, LGD4 Outlook Actions: Changed To Negative From Stable Affirmations: Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD $175 Million Senior Secured Notes due 2016, Affirmed B2, to LGD3 from LGD4 Ratings Rationale Optima's B2 corporate family rating reflects its small size and exposure to cyclical industries and volatile steel prices, which have weighed on its operating results over the past few years. The rating also incorporates the company's acquisitive history and inconsistent acquisition track record. Its acquisitions have been mostly financed with debt and have produced a weaker than expected operating performance, resulting in higher than anticipated leverage, weak interest coverage and goodwill impairment charges. Optima's ratings are supported by the company's above average margins and returns relative to other rated steel companies and its positive free cash flow. The change in Optima's outlook to negative from stable reflects its diminished liquidity following the withdrawal of its proposed $300 million senior secured note offering. The proceeds from the note offering were going to be used to acquire The Corey Steel Company, increase the company's liquidity, and to redeem the company's existing $175 million senior secured notes due 2016 and $35 million senior unsecured notes due 2016 including the associated call premiums. The company also planned to establish a new $75 million 5-year asset based lending facility that would replace its current $40 million ABL revolver due in April 2016. Therefore, Optima would have been able to extend its debt maturities by more than three years and increase its liquidity by about $50 million. However, the company has abandoned this proposed refinancing due to weaker than expected market acceptance and instead plans to issue $85 million in 12% senior unsecured notes due 2016. The proceeds will be used to fund the acquisition of Corey Steel and to retire the company's existing $35 million of 16% senior unsecured notes due 2016 and pay a 1% consent fee and the 8% call premium on the notes. Optima also plans to increase the size of its revolver to $45 million from $40 million. As a result, Optima will be incurring incremental interest costs of about $4.5 million annually. Optima's operating results remained relatively weak during the trailing twelve months ended September 2014 due to severe winter weather, steel price volatility, relatively weak end market demand and supply chain disruptions. As a result, Optima generated adjusted EBITDA of only $64 million on sales of $562 million. However, the company did manage to generate almost $12 million of free cash flow due to modest capital spending and effective working capital management, which allowed it to reduce debt by $17 million. This enabled Optima to lower its leverage ratio (Debt/EBITDA) to 3.4x from 4.6x in September 2013 and a raise in its interest coverage ratio (EBIT/Interest Expense) to 1.1x from 0.6x. Optima's operating performance is expected to be relatively stable in 2015. It will benefit from the resolution of supply chain disruptions at Kentucky Electric Steel and modestly improved demand from most end markets. Optima will also benefit from the EBITDA generation of Corey Steel when the acquisition closes in late January 2014. However, this will likely be offset by substantially weaker demand from the energy sector and lower steel prices. If Optima produces stable operating results then its credit metrics will modestly deteriorate due to the expected $50 million increase in outstanding debt and $4.5 million increase in annual interest expense. However, its metrics should remain commensurate with the company's rating. Optima has an adequate liquidity profile with $1 million of cash and $38 million of availability on its ABL revolver as of September 30, 2014. Its liquidity will increase by about $5 million to $10 million when the proposed note issuance and the acquisition of Corey Steel are completed. Its borrowing availability will increase by $5 million since the size of its ABL revolver will rise to $45 million from $40 million currently and its cash balance will increase modestly from the excess proceeds of the note offering. Optima's ratings are not likely to experience upward pressure in the near term. However, the ratings would be considered for an upgrade if the company successfully integrates the acquisition of Corey Steel, returns to producing adjusted EBIT margins above 10% and achieves improved credit metrics. This would include maintaining a leverage ratio below 4.0x and raising the interest coverage above 2.5x on a sustainable basis. The ratings would be considered for a downgrade if the company does not successfully integrate the acquisition of Corey Steel or experiences deteriorating operating results, pursues additional debt financed acquisitions or shareholder distributions that result in a leverage ratio above 5.0x or an interest coverage ratio below 1.5x on a sustainable basis. A reduction in borrowing availability or liquidity could also result in a downgrade. The principal methodology used in these ratings 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. Optima Specialty Steel, Inc., headquartered in Miami, FL, is a domestic value-added manufacturer of Special Bar Quality (SBQ) and Merchant Bar Quality (MBQ) steel products and a processor of seamless tubing and specialty Cold Finished Steel Bars (CSFB) through three distinct business segments. Michigan Seamless Tube (MST) produces carbon and alloy seamless pressure and mechanical tubing primarily used in the oil & gas, power generation and industrial sectors. Niagara LaSalle Corporation produces specialty Cold Finished Steel Bars (CFSB) used in the automotive, construction and agricultural equipment and oil & gas sectors. Kentucky Electric Steel (KES) is a value-added manufacturer of Special Bar Quality (SBQ) and Merchant Bar Quality (MBQ) steel products for a variety of niche markets. Optima generated revenues of $562 million for the trailing twelve month period ended September 30, 2014. Optima Specialty Steel is owned by Optima Acquisitions, LLC. OXYSURE SYSTEMS: Re-Appoints Julian Ross as Chairman and CEO ------------------------------------------------------------ OxySure Systems, Inc., has re-appointed Julian T. Ross as its chairman and chief executive officer for a term of three years with an effective date of Jan. 1, 2015. Mr. Ross will also continue to serve as the Company's chief financial officer and secretary until such time as the Company completes this hires, expected in 2015. Mr. Ross will receive a base salary of $275,000, payable twice monthly. A full-text copy of the Employment Agreement is available at: http://is.gd/namsZu About OxySure Systems Frisco, Tex.-based OxySure Systems, Inc. (OTC QB: OXYS) is a medical technology company that focuses on the design, manufacture and distribution of specialty respiratory and emergency medical solutions. The company pioneered a safe and easy to use solution to produce medically pure (USP) oxygen from inert powders. The Company owns nine (9) issued patents and patents pending on this technology which makes the provision of emergency oxygen safer, more accessible and easier to use than traditional oxygen provision systems. The Company incurred a net loss of $712,000 in 2013 as compared with a net loss of $1.14 million in 2012. The Company's balance sheet at Sept. 30, 2014, showed $2.09 million in total assets, $1.07 million in total liabilities and $1.02 million in total stockholders' equity. Sadler, Gibb & Associates, LLC, in Salt Lake, UT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company had accumulated losses of $15,287,647 as of Dec. 31, 2013, which raises substantial doubt about its ability to continue as a going concern. PACE HOMES: Case Summary & 6 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Pace Homes, LLC 5055 Granada Way Douglasville, GA 30135 Case No.: 15-51227 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: January 21, 2015 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Michael D. Robl, Esq. THE SPEARS & ROBL LAW FIRM, LLC 104 Cambridge Avenue Decatur, GA 30030 Tel: 404-373-5153 Email: mdrobl@tsrlaw.com Total Assets: $2.36 million Total Liabilities: $1.93 million The petition was signed by Kent Owings, authorized representative. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/ganb15-51227.pdf PACIFIC SANDS: Judson Just Quits as CFO --------------------------------------- Judson Just, chief financial officer, treasurer and director has resigned his position with Pacific Sands, Inc. Just did not resign as a result of any disagreements with the company on any matter relating to the company's operations, policies or practices, according to a regulatory filing with the U.S. Securities and Exchange Commission. About Pacific Sands Based in Kenosha, Wisconsin, Pacific Sands, Inc., develops, manufactures, markets and sells a range of nontoxic, environmentally friendly cleaning and water-treatment products based on proprietary blended botanical, nontoxic and natural chemical technologies. The Company's products have applications ranging from water maintenance (spas, swimming pools, fountains, decorative ponds) to cleaning (nontoxic household and industrial) and pet care. Pacific Sands reported a net loss of $334,000 for the year ended June 30, 2014, compared to a net loss of $104,500 for the year ended June 30, 2013. Sassetti, LLC, in Oak Park, Illinois, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014, citing that the Company has a significant accumulated deficit which raises substantial doubt about the Company's ability to continue as a going concern. PLATTSBURGH SUITES: Section 341(a) Meeting Scheduled for Feb. 12 ---------------------------------------------------------------- A meeting of creditors in the bankruptcy case of Plattsburgh Suites, LLC, will be held on Feb. 12, 2015, at 11:00 a.m. at First meeting Ch11 Albany. Creditors, including governmental units, have until July 15, 2015, to file their proofs of claim. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Plattsburgh Suites, LLC, filed for Chapter 11 protection (Bankr. N.D.N.Y. Case No. 15-10077) in Albany, New York, on Jan. 16, 2015, disclosing $32.06 million in liabilities. The case is assigned to Judge Robert E. Littlefield Jr. The Debtor has tapped Richard L. Weisz, Esq., at Hodgson Russ LLP, in Albany, New York, as counsel. PMC MARKETING: Court Rules in Clawback Suit Against DDC ------------------------------------------------------- Noreen Wiscovitch Rentas, Chapter 7 Trustee to PMC Marketing Corporation, filed an adversary proceeding to recover $41,400 against Downtown Development Corporation. The Defendant filed a Motion to Dismiss for a more definitive statement on June 4, 2012. The Court denied that motion on Aug. 13, 2012. The Defendant's motion for summary judgment and Plaintiff's Opposition and Cross Motion followed. In its Opinion and Order dated Sept. 5, 2014, the court denied the Defendant's Motion for Summary Judgment but did not separately consider the legal arguments raised by the Trustee in the counter motion for summary judgment. This question was raised by Plaintiff at the pre trial hearing held on Nov. 5, 2014, and the court took the matter under consideration. In the Opinion and Order on Sept. 5, 2014, the court denied the Defendant's Motion in which it found that the Defendant failed to address why the first payment of $41,400 accounted for new value under the minority interpretation of the Bankruptcy Code, and that the alleged $77,200, could not qualify for the new value exception because such amount accrued post-petition. In a Jan. 14, 2015 Opinion and Order available at http://is.gd/llKuDDfrom Leagle.com, Bankruptcy Judge Brian K. Tester in Puerto Rico granted the Plaintiff's Counter Motion for Summary Judgment in the amount of $41,400 plus costs. The trial scheduled for Jan. 22, 2015 in this adversary proceeding is vacated and set aside. PMC Marketing Corp. filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 09-02048) on March 18, 2009. The case was converted into a Chapter 7 proceeding on May 19, 2010. On May 20, 2010, Noreen Wiscovitch-Rentas was appointed the Chapter 7 trustee. PODS LLC: Moody's Assigns B2 CFR & Rates 1st Lien Debt B1 ---------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating, B2-PD Probability of Default Rating and SGL-2 Speculative Grade Liquidity Rating to PODS LLC ("PODS" or the company). Moody's also assigned instrument ratings of B1 (LGD3) to the new senior secured (first lien) revolving credit facility and term loan and a Caa1 (LGD5) rating to the new senior secured (second lien) term loan. The rating outlook is stable. Ratings Rationale The B2 Corporate Family Rating and stable outlook are prospective in nature, incorporating Moody's expectation of continued revenue growth as the PODS concept expands further in the moving and storage industry and, notably, as recently acquired franchises are fully integrated and the favorable financial impact of their operational results and cost saving benefits are fully realized and evidenced in the company's financial results. Moody's believes the portable moving and storage idea is an efficient and useful market concept with above GDP growth potential. Introduced in 1998, PODS has the largest number of portable storage containers; however, certain companies in the moving and storage industries are attempting to compete, some of which aim to replicate the PODS offering to some degree. Balanced against the attractive revenue trajectory and market outlook, the company has a high debt burden of approximately 6.2x Debt/EBITDA on a Moody's adjusted basis, although declining leverage from term loan repayments using excess free cash flow as acquisition activities slow supports the forward-looking ratings and stable outlook. The new credit facilities, comprised of a five-year $50 million first lien revolver, seven-year $390 million first lien term loan and eight-year $170 million second lien term loan will be used to finance the acquisition of PODS by Ontario Teachers' Pension Plan ("OTPP") from Arcapita, Inc. OTPP is anticipated to use approximately 50% equity financing to complete the transaction. Moody's views the company's liquidity as good, as denoted by the SGL-2 rating. Full or nearly full availability under the $50 million revolver is expected at closing, with seasonal rather than long-term use of the facility anticipated. The company's working capital needs build in the first quarter of the calendar year as the spring and summer moving season approaches, and drawings under the facility may then be repaid by the end of the second quarter as business peaks for the year and working capital is unwound. Revolver compliance should be more than sufficient, and while cash balances are very modest and sources of alternate liquidity are deemed to be few due to the company's fully secured credit facilities, Moody's expect the company to be free cash flow positive over the course of the year. The stable outlook reflects Moody's expectation that management will utilize recurring cash flow to lower leverage to levels more appropriate for companies in the single-B rating range (i.e.; sub-6x Debt/EBITDA or lower, as adjusted by Moody's) over the next 12-to-18 months. The outlook also anticipates revenue growth in the high single-digits and operating margin increases to 16%-17% as the franchise roll-up strategy bears fruit. The ratings could come under pressure or be downgraded if Debt/EBITDA increases above 6.5x, if free cash flow becomes negative or if EBIT/Interest approaches 1x. A weakening of liquidity, signaled by a sustained long-term draw under the company's revolving credit facility, would also create negative rating pressure. Conversely, Moody's would consider higher ratings should the company's Debt/EBITDA decline below 5.5x on a sustained basis, FFO/Debt exceeds 15%, or if EBIT/Interest exceeds 2x. PODS® provides residential and commercial services in the moving and storage industry in 46 US states, Canada, Australia and the UK. Founded in 1998, the PODS network has completed more than 500,000 long-distance moves, exceeded 2 million deliveries and has more than 150,000 PODS containers in service. Moody's forecast annual revenue of about $420 million in 2015 and Debt to Moody's adjusted EBITDA of about 5.9x at December 31, 2015. Assignments: Issuer: PODS LLC Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Speculative Grade Liquidity Rating, Assigned SGL-2 Senior Secured Revolving Credit Facility, Assigned B1, LGD3 Senior Secured First Lien Term Loan, Assigned B1, LGD3 Senior Secured Second Lien Term Loan, Assigned Caa1, LGD5 The principal methodology used in this rating was the Global Surface Transportation and Logistics Companies methodology published in April 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the US, Canada and EMEA published in June 2009. PORT AGGREGATES: Can File Schedules & Statement Until January 30 ---------------------------------------------------------------- The Hon. Robert Summerhays of the U.S. Bankruptcy Court for the Western District of Louisiana extended the deadline for Port Aggregates Inc. to file its schedules of assets and liabilities, and statement of financial affairs until Jan. 30, 2015. As reported in the Troubled Company Reporter on Jan. 9, 2015, the formal schedules of assets and liabilities, as well as the statement of financial affairs, were originally due Jan. 2, 2015. According to court documents, the Debtor and its subsidiaries -- including PAI Material Handling, LLC, PAI Precast, LLC, and PAI Ready Mix, LLC -- have a fully integrated cash management system that relies on cash collateral generated by these companies and a line of credit with Whitney Bank, as is necessary. The subsidiaries are not in bankruptcy and their business operations are independent of the Debtor; however, the entities generate consolidated financial statements, are co-lenders, and co-guarantors of the Whitney Bank debt. The Debtor and its subsidiaries estimate revenues of between $70-80 million in 2014. Given the size and complexity of their business operations, the debt shared by the companies, the fact that certain pre-petition invoices have not yet been received, the timing of the decision to file this bankruptcy case, and the extensive efforts that the Debtor's management and other professionals devoted to negotiating with key creditors leading up to filing this chapter 11 cases, the Debtor was unable to compile all of the information required to complete the schedules and statements prior to the petition date. According to the Debtor, given the urgency with which it sought chapter 11 relief and the numerous critical operational matters that the Debtor's accounting staff must address in the early days of this case -- including dealing with both Christmas and New Year's holidays -- the Debtor will not be in a position to complete the Schedules and Statements within the time specified in Bankruptcy Rule 1007(c). Completing the Debtor's schedules and statements will require the Debtor and its advisors to collect, review, and assemble large amounts of information. Nevertheless, recognizing the importance of the schedules and statements in this chapter 11 case, the Debtor intends to complete the schedules and statements as quickly as possible under the circumstances. About Port Aggregates Port Aggregates, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No. 14-51580) in Lafayette, Louisiana, on Dec. 19, 2014. The Debtor estimated $10 million to $50 million in assets and debt. The Debtor is required to submit a Chapter 11 plan and disclosure statement by April 20, 2015. The case is assigned to Judge Robert Summerhays. The Debtor has tapped Louis M. Phillips, Esq., at Gordon, Arata, McCollam, Duplantis & Eagan LLC, as counsel. The petition was signed by Andrew L. Guinn, Sr., president. PORT AGGREGATES: Jan. 27 Hearing on Bid for Trustee or Examiner --------------------------------------------------------------- The Bankruptcy Court has continued until Jan. 27, 2015, at 1:30 p.m., the hearing to consider Port Aggregates, Inc.'s application to appoint a trustee or an examiner in its Chapter 11 case. The hearing was previously set for Dec. 29, 2014. On Dec. 29, Andrew Lee Guinn, Sr., president of the Debtor, filed a declaration in support of the restated, amended and renewed application for appointment of receiver and interim temporary receiver. Mr. Guinn said the Company sought for the appointment of an examiner in the case to investigate concerns of the Company regarding the prior management and control of the concrete operations by certain plaintiffs of the State Court Action. As reported in the TCR on Jan. 2, 2015, according to the Debtor, an examiner is needed to conduct an investigation and thereafter, render a report to include, without limitation, the examiner's findings, recommendations, and conclusions regarding the allegations made within the state court action pending in the 31st Judicial District Court, Parish of Jefferson Davis, State of Louisiana, and also, to investigate the relationship of the plaintiffs in the State Court Action or some of them with at least one competitor of the Company, and also to investigate the Company's concerns. In the state court action, Timothy J. Guinn and other shareholders of Port Aggregates instituted a petition for derivative action against Port Aggregates and other companies. The basis for the state court action are allegations of mismanagement, self-dealing, and breaches of fiduciary duty by the defendants. About Port Aggregates Port Aggregates, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No. 14-51580) in Lafayette, Louisiana, on Dec. 19, 2014, without stating a reason. The Debtor estimated $10 million to $50 million in assets and debt. The Debtor is required to submit a Chapter 11 plan and disclosure statement by April 20, 2015. The case is assigned to Judge Robert Summerhays. The Debtor has tapped Louis M. Phillips, Esq., at Gordon, Arata, McCollam, Duplantis & Eagan LLC, as counsel. The petition was signed by Andrew L. Guinn, Sr., president. QUALITY LEASE: Wants Plan Filing Deadline Moved to March 1 ---------------------------------------------------------- The U.S. Bankruptcy Court will convene a hearing on Jan. 26, 2015, at 1:00 p.m., to consider Quality Lease And Rental Holdings, LLC, et al.'s motion to extend its exclusive periods. The Debtors are requesting that the Court extend their exclusive periods to file plan of reorganization until March 1, 2015, and solicit acceptances for that plan until April 30. The current deadline for the Debtor to file its plan and disclosure statement is Jan. 29. The Debtors' exclusivity period to confirm a plan expires 60 days thereafter -- March 28, 2015. However, the Debtors will be unable to confirm a plan prior to the expiration of that exclusivity period. About Quality Lease and Rental Holdings Quality Lease and Rental Holdings, LLC, doing business as Rocaceia Energy Services, sought bankruptcy protection in Victoria, Texas (Bankr. S.D. Tex. Case No. 14-60074) on Oct. 1, 2014. Related entities Quality Lease Rental Service, LLC, Quality Lease Service, LLC, and Rocaceia, LLC also sought bankruptcy protection (Case Nos. 14-60075 to 14-60077). The cases are assigned to Judge David R Jones. The Debtors have tapped Walter J Cicack, Esq., at Hawash Meade Gaston Neese & Cicack LLP, in Houston, as counsel. The U.S. Trustee for Region 7 was unable to solicit sufficient interest to form a committee that will represent unsecured creditors of the Debtors. QUIGLEY CO: Pfizer Not Liable for Death Caused by Bankrupt Unit --------------------------------------------------------------- Sharleen Sprague filed a case arising from the death of James Olson as a result of malignant pleural mesothelioma that the Plaintiff alleges was caused by exposure to asbestos containing products made by Quigley Co., Inc., a former subsidiary of Defendant Pfizer, Inc. Quigley has undergone a reorganization pursuant to Chapter 11 of the United States Bankruptcy Code, and the reorganization plan channels almost all asbestos lawsuits against Quigley and Pfizer into an asbestos trust under Section 524(g) of the Bankruptcy Code. The channeling injunction does not cover "a claim against [Pfizer] alleging a theory of apparent manufacturer liability under Restatement (Second) of Torts Section 400." The Plaintiff moves for certification of questions to the Washington State Supreme Court regarding the scope of Section 400 under Washington law and whether she has provided enough evidence to "justify a jury in finding liability." Pfizer moves for summary dismissal of the case, arguing that the Plaintiff cannot prove it was an "apparent manufacturer" under Section 400 and so the bankruptcy injunction prohibits the Plaintiff's suit. In an order dated Jan. 12, 2015, Judge Robert J. Bryan of the U.S. District Court for the Western District of Washington, Tacoma, denied the Plaintiff's motion to certify and granted Pfizer's motion for summary judgment and dismissed the case. Judge Bryan ruled that "[a] parent/subsidiary relationship alone would not give rise to a conclusion that Pfizer manufactured the product." In this case, the Plaintiff has not shown that there are issues of fact as to her Section 400 claim and the Plaintiff's remaining case is barred by Quigley reorganization plan that channels all asbestos product related claims against Quigley and Pfizer to the 524(g) trust. The case is SHARLEEN SPRAGUE, Personal Representative of the Estate of JAMES OLSON, Plaintiff, v. PFIZER, INC., Defendant, CASE NO. 14-5084 RJB (W.D. Wash.). A full-text copy of Judge Bryan's Decision is available at http://is.gd/uBRq2nfrom Leagle.com. Sharleen Sprague, Plaintiff, represented by Chandler H Udo, Esq. -- chandler@bergmanlegal.com -- BERGMAN DRAPER LADENBURG PLLC, Glenn S Draper, Esq. -- glenn@bergmanlegal.com -- BERGMAN DRAPER LADENBURG PLLC, Matthew Phineas Bergman, Esq. -- matt@bergmanlegal.com -- BERGMAN DRAPER LADENBURG PLLC, Anna D Knudson, Esq. -- annak@bergmanlegal.com -- BERGMAN DRAPER & LADENBURG PLLC, Brian F Ladenburg, Esq. -- brian@bergmanlegal.com -- BERGMAN DRAPER & LADENBURG PLLC, Jeffrey M Odom, Esq. -- jodom@pcslegal.com -- PEPPLE CANTU SCHMIDT PLLC & Leonard J Feldman, Esq., STOEL RIVES. Pfizer Inc., Defendant, represented by Marissa Alkhazov, BETTS PATTERSON & MINES, Arthur E Brown, Esq. -- arthur.brown@kayescholer.com -- KAYE SCHOLER, Hayden A Coleman, Esq. -- haydencoleman@quinnemanuel.com -- QUINN EMANUEL URQUHART & SULLIVAN, LLP & Sheila L Birnbaum, Esq. -- sheilabirnbaum@quinnemanuel.com -- QUINN EMANUEL URQUHART & SULLIVAN, LLP. RECYCLE SOLUTIONS: Taps James McClogan as Special Counsel --------------------------------------------------------- Recycle Solutions Inc. asks the U.S. Bankruptcy Court for the Western District of Tennessee for permission to employ James T. McColgan & Associates PLLC as its special counsel for purposes of pursuing certain employment actions. The Debtor says that, at the time of the commencement of its case, it had one matter pending in the Circuit Court of Mississippi for the Third Judicial District at Holly Springs: Recycle Solutions, Inc. v. Mary Allison Campbell and Terry Dewayne Campbell and one matter that was filed post-petition, Recycle Solutions, Inc. v. Mark Huber and Isustain, Inc. The firm says it has agreed to an hourly fee of $250 per hour plus the expenses of the litigation. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Recycle Solutions Recycle Solutions, Inc., a Tennessee-based company that makes $10 million a year from recycling plastic bottles, paper and cans in the Southeast, sought Chapter 11 bankruptcy protection in its home-town in Memphis (Bankr. W.D. Tenn. Case No. 14-31338) on Nov. 4, 2014, disclosing assets of $11.5 million against liabilities of $6.4 million. The case is assigned to Judge George W. Emerson Jr. The Debtor is represented by Steven N. Douglass, Esq., at Harris Shelton Hanover Walsh, PLLC, in Memphis. According to the docket, the Debtor's Chapter 11 plan and disclosure statement are due March 4, 2015. Recycle Solutions, founded in 2002 in Memphis, TN, is in the business of recycling and reusing plastic, wood and packaging for film rolls. The company claims to be a pioneer in helping leading corporations develop and implement innovative programs to reduce their environmental impact. James Downing, of Arlington, Tennessee, founder and president, owns 100% of the stock. The U.S. Trustee for Region 8 appointed three creditors to serve on the official committee of unsecured creditors. REGAL ENTERTAINMENT: S&P Removes 'B+' CCR From CreditWatch Neg. --------------------------------------------------------------- Standard & Poor's Ratings Services said that it removed all of its ratings on Knoxville, Tenn.-based movie exhibitor Regal Entertainment Group and its operating subsidiary Regal Cinemas Corp. (collectively, Regal) from CreditWatch, where S&P had placed them with negative implications on Oct. 28, 2014. The CreditWatch placement had followed the company's announcement that it would explore strategic alternatives, including the potential sale of the company. The outlook is stable. The affected ratings include the 'B+' corporate credit ratings on both companies, the 'BB' issue-level rating on the senior secured credit facility, and the 'B-' issue-level rating on the senior unsecured notes. The recovery ratings on the debt issues remain unchanged. "We removed the ratings from CreditWatch because the company announced on Jan. 15, 2015, that it is no longer considering a sale, even though it is still considering 'strategic alternatives to enhance shareholder value'," said Standard & Poor's credit analyst Andy Liu. "The rating action reflects our expectation that a leveraged sale of Regal is unlikely in 2015." S&P could lower the ratings on Regal if the company announces specific strategic alternatives that cause leverage to increase above 5x or results in S&P revising and lowering the business risk assessment. Although Regal is no longer contemplating selling the company, other shareholder favoring actions could still impact the company's credit metrics. Regal is effectively controlled by Phillip Anschutz, who owns about 47% of the common stock and 78% of the voting control. S&P believes that Mr. Anschutz has not been very active in controlling the company since stepping down from the board in 2006, but Regal has participated in many shareholder rewarding initiatives under his ownership. The $1 per share special dividend ($155 million) paid on Dec. 15, 2014, was the sixth time that the company had paid a special dividend. The dividend was funded with cash, and S&P had factored it into its analysis. But S&P would view any future debt-financed special dividend (which S&P do not assume under its base case scenario), acquisition, or share repurchase negatively, and it could result in a downgrade. S&P expects Regal to operate with leverage between 4x and 5x over the next few years, and sustained leverage over 5x would likely lead to a downgrade. The stable rating outlook reflects S&P's expectation that Regal can maintain liquidity of at least $100 million and adjusted leverage below 5x over the next 12-18 months, despite volatility in box office performance and aggressive expansion plans. S&P could lower the rating if Regal's operating performance weakens, or if the company's financial policy becomes more aggressive through significant debt-financed acquisitions or shareholder return initiatives. S&P could also lower the rating if discretionary cash flow turns negative and EBITDA declines in 2015, resulting in sustained leverage above 5x and liquidity falling below $100 million. This would likely entail attendance growth below S&P's expectations for the next two years that causes pro forma revenue to decrease in 2015 and EBITDA margins to contract. This, together with an increase in capital spending, acquisitions or shareholder distributions, or some combination of all these factors, could lead to a downgrade. S&P could raise the rating if Regal publically communicates and adheres to a more conservative financial policy of maintaining leverage in the low-4x area and consistently generates positive discretionary cash flow, despite volatility in box office performance. REVSTONE INDUSTRIES: Disclosures OK'd, Plan Hearing on March 5 -------------------------------------------------------------- Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware on Jan. 15, 2015, approved the disclosure statement explaining Revstone Industries, LLC, et al.'s Joint Chapter 11 Plan of Reorganization and scheduled the confirmation hearing to commence on March 5, 2015, at 10:00 a.m. (prevailing Eastern time). Ballots accepting or rejecting the Plan must be received on or before Feb. 20. The solicitation agent will file with the Court, no later than three business days prior to the confirmation hearing, an affidavit regarding the results of the tabulation of the ballots received on the Plan. All objections to confirmation of the Plan, including any support memoranda, must be filed with the Court on Feb. 20. Prior to the disclosure statement hearing, the Debtors filed blackline versions of their plan and disclosure statement, full-text copies of which are available at: http://bankrupt.com/misc/REVSTONEplan0114.pdf A full-text copy of the solicitation package version of the Disclosure Statement dated Jan. 20 is available at: http://bankrupt.com/misc/REVSTONEds0120.pdf As previously reported by The Troubled Company Reporter, Revstone Industries, LLC, Spara, LLC, Greenwood Forgings, LLC, and US Tool & Engineering, LLC, on Dec. 10, 2014, filed with the Bankruptcy Court a joint Chapter 11 plan and disclosure statement, which incorporate the Bankruptcy Court-approved settlement between the Debtors and each of their respective debtor and non-debtor subsidiaries, except TPOP, LLC, the Pension Benefit Guaranty Corporation, the Official Committee of Unsecured Creditors, and Boston Finance Group, LLC, and a separate intercompany settlement among Revstone and Spara and each of their respective debtor and non-debtor subsidiaries. Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that for Revstone's unsecured creditors with claims ranging from $24.5 million to $41.5 million, the projected recovery is 7.2 percent to 12.2 percent. For unsecured creditors of affiliate Spara LLC, the predicted recovery is about 4.2 percent to creditors with some $13 million in claims, while unsecured creditors of Greenwood Forgings LLC and US Tool & Engineering LLC don’t get anything, the report said. The PBGC is projected for recovery of $77 million, although not less than $75 million, after giving credit to money earmarked for unsecured creditors, the Bloomberg report added. 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. REVSTONE INDUSTRIES: Settles for $2 Million With Cayman Fund ------------------------------------------------------------ Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Revstone Industries LLC reached a settlement with Airlie Opportunity Master Fund Ltd., resolving litigation between the maker of truck engine parts and the Cayman Islands hedge fund over an alleged fraudulent transfer. According to the report, the settlement will bring Revstone's estates $2 million. Bloomberg related that Revstone filed a lawsuit against Airlie, former Revstone executive George Hofmeister and Hofmeister-related entities to recover $5.2 million that was alleged to have been fraudulently transferred to Airlie by Hofmeister to benefit his affiliated entities. The settlement with Airlie won't affect Revstone's ability to pursue claims against Hofmeister and related entities, the report said, citing a court filing. 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. * * * Revstone, Spara, Greenwood Forgings, and US Tool & Engineering, on Dec. 10, 2014, filed their joint Chapter 11 plan of reorganization and accompanying disclosure statement, which incorporate the court-approved settlement between the Debtors and each of their respective debtor and non-debtor subsidiaries, except TPOP, LLC, the Pension Benefit Guaranty Corporation, the Official Committee of Unsecured Creditors, and Boston Finance Group, LLC, and a separate intercompany settlement among Revstone and Spara and each of their respective debtor and non-debtor subsidiaries. The Bankruptcy Court on Jan. 15, 2015, approved the disclosure statement and scheduled the confirmation hearing to commence on March 5, 2015, at 10:00 a.m. (prevailing Eastern time). Ballots accepting or rejecting the Plan must be received on or before Feb. 20. The solicitation agent will file with the Court, no later than three business days prior to the confirmation hearing, an affidavit regarding the results of the tabulation of the ballots received on the Plan. All objections to confirmation of the Plan, including any support memoranda, must be filed with the Court on Feb. 20. ROOSTER ENERGY: S&P Lowers CCR to 'CCC-'; Outlook Negative ---------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit and senior secured ratings on Houston-based Rooster Energy Ltd. to 'CCC-' from 'CCC+'. The outlook is negative. S&P left the '4' recovery rating unchanged. "The rating action reflected our belief that the company's liquidity position is tight pro forma for the November debt refinancing, and that it will likely deteriorate in 2015," said Standard & Poor's credit analyst Christine Besset. The rating continues to reflect the small size and scale of the company's E&P and well services businesses, its geographic concentration in the shallow waters of Gulf of Mexico, and its strained liquidity. S&P believes that the company is vulnerable and dependent upon favorable business, financial, and economic conditions to meet its financial commitments. The negative outlook reflects S&P's opinion that Rooster's liquidity position will likely weaken in 2015 under S&P's oil and natural gas pricing assumptions due to lower cash flows from its E&P operations and likely reduced demand for its oilfield services business. SABINE OIL: S&P Revises Outlook to Negative & Affirms 'B' CCR ------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook to negative from stable on Sabine Oil & Gas LLC and affirmed its 'B' corporate credit rating on the company. S&P also affirmed its 'CCC+' issue rating on the company's senior unsecured notes and left the '6' recovery rating unchanged. "We revised the rating outlook on Sabine to negative following a reduction in our oil and natural gas price assumptions. We expect the company's credit measures to weaken due to lower commodity prices," said Standard & Poor's credit analyst Ben Tsocanos. The ratings on Sabine reflect S&P's view of the company's "weak" business risk and "highly leveraged" financial risk. The negative rating outlook reflects Standard & Poor's expectation that Sabine's leverage will rise above 5x debt to EBITDA and below 12% FFO to debt in 2016 which S&P views as high for the rating. S&P projects that leverage will begin to decline in 2017, reflecting a higher oil price assumption. S&P would consider a downgrade if the company faced material liquidity issues that limited its access to its credit facility or if S&P do not expect leverage to decline after peaking next year. S&P would consider revising the outlook to stable if Sabine can reduce financial leverage to below 5x debt to EBITDA and above 12% FFO to debt while maintaining adequate liquidity. SARALAND LLLP: District Judge Court Bars Harrell Appeals -------------------------------------------------------- District Judge Dudley H. Bowen in Dublin, Georgia, declined to grant Lister W. Harrell leave to appeal from orders of the bankruptcy court overseeing the Chapter 11 case of Saraland, LLLP. "Mr. Harrell's practice over the last year of appealing every Order entered by the United States Bankruptcy Court will not be tolerated," Judge Bowen said. Mr. Harrell filed an additional 13 appeals in the District Court in the month of December 2014. A copy of the Court's Jan. 13, 2015 Order is available at http://is.gd/PEXRVTfrom Leagle.com. On Jan. 14, Judge Bowen issued another order barring Mr. Harrell from taking an appeal related to the Bankruptcy Court's order granting the Chapter 11 Trustee's motion to sell certain real property. A copy of that Order is available at http://is.gd/kqn6m2 from Leagle.com. Judge Bowen also issued a second order on January 14 denying Mr. Harrell leave to take an appeal related to the adversary proceeding Case No. 14-03004. A copy of that Order is available at http://is.gd/uto1FRfrom Leagle.com. Saraland, LLLP, filed for Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No. 12-30113) in Dublin, on March 29, 2012. SEANERGY MARITIME: Incurs $1 Million Net Loss in Third Quarter -------------------------------------------------------------- Seanergy Maritime Holdings Corp. reported a net loss of $1.14 million on $0 of net vessel revenue for the three months ended Sept. 30, 2014, compared to net income of $17.13 million on $4.29 million of net vessel revenue for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported net income of $81.60 million on $2.01 million of net vessel revenue compared to net income of $3.43 million on $16.74 million of net vessel revenue for the same period last year. As of Sept. 30, 2014, the Company had $3.13 million in total assets, $317,000 in total liabilities and $2.82 million in total shareholders' equity. Stamatis Tsantanis, the Company's Chairman & chief executive officer, stated: "Since the successful completion of the Company's financial restructuring in March 2014, we have worked towards rebuilding the Company's fleet so we can initiate the positive cash-flow generation that will deliver value to our shareholders. "Regarding our immediate expansion plans we have been cautiously monitoring the deterioration of the asset values for the last six months, where certain dry bulk asset values suffered value reduction of more than 20%, bottoming close to historical lows. Taking advantage of these market trends, we decided to proceed with a secondhand vessel acquisition and we are pleased to announce that we entered into an agreement with an unaffiliated third party for the acquisition of a Capesize vessel. "The vessel was built in 2001 at a renowned Japanese shipyard and is expected to be delivered to the Company between mid of the first quarter and early of the second quarter of 2015. The gross purchase price of the vessel, which is $17.3 million, will be funded by secured senior bank debt as well as financing by one of the Company's major shareholders. A full-text copy of the press release is available for free at: http://is.gd/D7ZyUA About Seanergy Athens, Greece-based Seanergy Maritime Holdings Corp. is an international company providing worldwide seaborne transportation of dry bulk commodities. The Company owns and operates a fleet of seven dry bulk vessels that consists of three Handysize, two Supramax and two Panamax vessels. Its fleet carries a variety of dry bulk commodities, including coal, iron ore, and grains, as well as bauxite, phosphate, fertilizer and steel products. Seanergy Maritime reported net income of $10.90 million on $23.07 million of net vessel revenue for the year ended Dec. 31, 2013, as compared with a net loss of $194 million on $55.6 million of net vessel revenue for the year ended Dec. 31, 2012. Ernst & Young (Hellas) Certified Auditors Accountants S.A., in Athens, Greece, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company, as of December 31, 2013 continued to be in breach of certain terms and covenants of the loan facility with its remaining lender, and had a working capital deficit and an accumulated deficit. Following the disposal of its entire fleet subsequent to December 31, 2013 in the context of its restructuring plan, the Company is unable to generate sufficient cash flow to meet its obligations and sustain its continuing operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SEARS HOLDINGS: Home Depot, et al., to Benefit Most in Bankruptcy ----------------------------------------------------------------- Home Depot Inc, Lowe's Companies Inc, and Best Buy Co Inc stand to benefit the most if Sears Holdings Corp goes bankrupt, Jayson Derrick at Benzinga reports, citing Simeon Gutman of Morgan Stanley. Benzinga, citing Mr. Gutman, relates that over a few years, Home Depot and Lowe's could see a 2% to 3% comp lift, while Best Buy could see a 4% to 5% comp lift, while benefits to apparel competitors would be small, given the Company's 2.1% apparel market share. Benzinga quoted Mr. Gutman as saying, "We see Sears potential demise as a net negative to the overall apparel market given Primark's competitive positioning." Wayne Duggan at Benzinga reports that the Company, which is currently exploring the transfer of many of its properties into a real estate investment trust, received a Tenant Sentiment Index rating of 3. A report by MLV & Co looked at tenant presence in shopping malls. According to Benzinga, analysts ranked the top companies growing their mall presence based on TSI. Benzinga relates that the Company was one of the lowest-rated companies, whose presence in shopping malls is diminishing. About Sears Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve members. Sears Holdings is home to Shop Your Waytm, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full- line and specialty retail stores in the United States and Canada. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP, represented Kmart in its restructuring efforts. Its balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. Sears Holdings reported a net loss of $1.36 billion in 2013, a net loss of $930 million in 2012 and a net loss of $3.14 billion in 2011. As of Aug. 2, 2014, Sears Holdings had $16.43 billion in total assets, $15.51 billion in total liabilities and $919 million in total equity. * * * Moody's Investors Service in January 2014 downgraded Sears Holdings Corporate Family Rating to 'Caa1' from 'B3'. The rating outlook is stable. The downgrade reflects the accelerating negative performance of Sears' domestic business with comparable sales falling 7.4% for the quarter to date ending January 6th, 2014 compared to the prior year. The company now expects domestic Adjusted EBITDA to decline to a range of ($80 million) to $20 million for the fourth fiscal quarter, compared with $365 million in the year prior period. For the full year, Sears expects domestic Adjusted EBITDA loss between $(308) million and $(408) million, as compared to $557 million last year. Moody's expects full year cash burn (after capital spending, interest and pension funding) to be around $1.2 billion in 2013 and we expect Sears' cash burn to remain well above $1 billion in 2014. "Operating performance for fiscal 2013 is meaningfully weaker than our previous expectations, and we expect negative trends in performance to persist into 2014" said Moody's Vice President Scott Tuhy. He added "While Sears noted improved engagement metrics for its "Shop Your Way" Rewards program, Moody's remains uncertain when these improved engagement metrics will lead to stabilization of operating performance." As reported by the TCR on March 26, 2014, Standard & Poor's Ratings Services affirmed its ratings on the Hoffman Estate, Ill.- based Sears Holdings Corp., including the 'CCC+' corporate credit rating. Fitch Ratings had downgraded its long-term Issuer Default Ratings (IDR) on Sears Holdings Corporation (Holdings) and its various subsidiary entities (collectively, Sears) to 'CC' from 'CCC', according to a TCR report dated Sept. 12, 2014. SEATTLE JEWELRY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Seattle Jewelry & Loan, Inc. dba Pawn Pros 614 116th Ave. NE Bellevue, WA 98004 Case No.: 15-10340 Chapter 11 Petition Date: January 21, 2015 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Hon. Timothy W. Dore Debtor's Counsel: Benjamin Ellison, Esq. CAIRNCROSS & HEMPELMANN PS 524 Second Ave, Suite 500 Seattle, WA 98104 Tel: 206-587-0700 Email: bellison@cairncross.com - and - John R Rizzardi, Esq. CAIRNCROSS & HEMPELMANN PS 524 2nd Ave Ste 500 Seattle, WA 98104-2323 Tel: 206-254-4444 Email: jrizzardi@cairncross.com Total Assets: $2.77 million Total Liabilities: $3.82 million The petition was signed by Demetri Marinakis, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/wawb15-10340.pdf SHASTA ENTERPRISES: Hank Spacone Approved as Chapter 11 Trustee --------------------------------------------------------------- The U.S. Bankruptcy Court approved the appointment of Hank Spacone as Chapter 11 trustee for Shasta Enterprises. Mr. Spacone will obtain bond in the initial amount of $215,000. The bond may require adjustment as the trustee collects and liquidates assets of the estate, and the trustee is directed to inform the Office of the U.S. Trustee when changes to the bond amount are required or made. Tracy Hope Davis, U.S. Trustee for Region 17, has selected Mr. Spacone pursuant to an order directing for appointment of a disinterested person to serve as trustee. Redding Bank of Commerce, a secured creditor, has moved to appoint a trustee to (1) disclose single asset real estate; (2) file status report; and (3) attend preliminary status conference. Redding Bank explained, in its motion, that cause exist to appoint a trustee in the case. The Debtor has inherent conflicts with its management and creditors. Further, the progress of the case thus far demonstrates Debtor's disregard for the bankruptcy process. Redding Bank is represented by: Walter R. Dahl, Esq. Andrew Brian Reisinger, Esq. DAHL LAW, ATTORNEYS AT LAW 2304 "N" Street Sacramento, CA 95816-5716 Tel: (916) 446-8800 Fax: (916) 446-1634 E-mail: wdahl@DahlLaw.net abreisinger@DahlLaw.net About Shasta Enterprises Redding, California-based Shasta Enterprises, dba Vidal Vineyards, dba Silverado Knolls, dba Villa Vidal Vineyards, sought bankruptcy protection (Bankr. E.D. Cal. Case No. 14-30833) on Oct. 31, 2014. The case is before Judge Michael S. McManus. The Debtor's counsel is David M. Brady, Esq., at Law Office of Cowan & Brady, in Redding, California. The Debtor lists total assets of $33.42 million and total debts of $21.49 million. The petition was signed by Antonio Rodriguez, general partner. SIGA TECHNOLOGIES: Committee Defends Guggenheim Hiring ------------------------------------------------------ The Statutory Creditors' Committee in SIGA Technologies' case filed an omnibus reply to the objections to its proposal to retain Guggenheim Securities, LLC as its financial advisor and investment banker. The Committee requires the financial services of Guggenheim to carry out its statutory duties, to, among other things, investigate the assets, liabilities, financial condition, and operations of the estate, and formulate a plan. The Committee asserted that SIGA's objection failed as a result of it being contrary to law, illogical, and contradicted by SIGA itself and the facts it failed to disclose. As reported in the TCR on Dec. 30, 2014, the Committee has tapped Guggenheim Securities to, among other things: 1. assist the Committee to evaluate SIGA's operational and financial affairs 2. assist efforts to build consensus among stakeholders; 3. review and analyze SIGA's business, operations, financial condition and prospects; 4. review and analyze SIGA's business plans and financial projections prepared by SIGA's senior management, if available; and 5. evaluation of SIGA's liquidity and debt capacity. The proposed fee structure is summarized as: a) a non-refundable cash fee of $150,000 per month; b) starting with the third monthly fee actually paid to Guggenheim Securities, and continuing thereafter with each subsequent monthly fee actually paid to Guggenheim Securities, 25% of each monthly fee will be credited, upon consummation of a transaction, against the transaction fee. For the avoidance of doubt, no portion of the first two monthly fees will be credited against any transaction fee or other amount. c) a one-time cash fee (a transaction fee) in an amount equal to (i) $2,000,000 if the Committee either supports or does not file and prosecute any material objection to a transaction (or, if the Committee does file and prosecute any such material objection to a transaction, such objection is either withdrawn, settled or otherwise consensually resolved) or (ii) $1,500,000 if the Committee objects to a Transaction and such objection is not withdrawn, settled or otherwise consensually resolved. d) a one-time cash fee of $500,000 (an expert fee) if Guggenheim Securities produces an expert report or otherwise provides expert testimony in the form of deposition or live testimony in connection with an expert report. To the best of my knowledge, Guggenheim Securities' professionals do not have any material business associations with, or hold any material interests in or adverse to, SIGA or Potential Parties in Interest in SIGA's chapter 11 case. Objections William K. Harrington, the U.S. Trustee for Region 2, objected to the application of the Committee stating that the application is an attempt on the part of Guggenheim to stretch the limits of what are acceptable terms for the retention of a professional in a bankruptcy case. Specifically, Guggenheim improperly seeks to (1) have its fee structure, which includes a substantial "transaction fee," plus a "monthly fee" and an "expert fee," without explaining why such fee structure is reasonable; (2) be eligible for a $2 million "transaction fee," even if Guggenheim accomplishes nothing to bring about any positive result for the Committee's constituents; and (3) submit time records that, at best, are in summary format and that will make it impossible to review the reasonableness of any fees. The Debtor, in its objection, stated that the Committee's purported justifications for its current need for a financial advisor and investment banker are not relevant. Contrary to what the Committee asserts, SIGA's financial and operating condition is far from "uncertain and fragile." About SIGA Technologies Publicly held SIGA Technologies, Inc., with headquarters in Madison Avenue, New York, is a biotech/pharmaceutical company that specializes in the development and commercialization of solutions for serious unmet medical needs and biothreats. SIGA's lead product is Tecovirimat, also known as ST-246, an orally administered antiviral drug that targets orthopoxviruses. SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is assigned to Judge Sean H. Lane. The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and Prime Clerk LLC as claims agent. The Debtor's Chapter 11 plan and disclosure statement are due May 14, 2015. The Debtor disclosed total assets of $131,669,746 and $7,954,645 in liabilities as of the Chapter 11 filing. The Statutory Creditors' Committee is represented by Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at PROSKAUER ROSE LLP. The Committee tapped to retain Guggenheim Securities, LLC, as its financial advisor and investment banker. SIGA TECHNOLOGIES: Creditors Object to Plan Filing Extension Bid ---------------------------------------------------------------- BankruptcyData reported that a statutory creditors' committee objected to SIGA Technologies' request for extension of its exclusive plan filing period, saying SIGA's contentions in the Motion are demonstrably incorrect, and its position -- stalling -- is unfair and prejudicial to creditors and the enterprise. According to the report, the creditors said "SIGA's instant request to stall and not even to negotiate follows its having been finally adjudicated as a bad faith negotiator by the Delaware Supreme Court, and its having determined to commence a chapter 11 case rather than pick up the phone and negotiate a forbearance agreement with PharmAthene under circumstances where PharmAthene needs SIGA to survive so SIGA can satisfy PharmAthene's ultimate judgment claim. SIGA boasts that its chapter 11 case is simple and no operational restructuring is required. Yet, SIGA requests the Court's imprimatur on its delay-do nothing strategy....SIGA knows today that the Delaware Chancery Court is weighing SIGA's calculation of expectancy damages (about $180 million) and PharmAthene's calculation (about $232 million), in accordance with the Delaware Supreme Court's decision. SIGA's knowing-strategy is to delay as long as the Court allows because allowed claims in excess of $180 million put the creditors at risk....If SIGA intends to show serious efforts in negotiations with creditors and good faith progress towards reorganization, it should do so in the next three months -- a six month extension is grossly excessive....But, if an extension is granted, compelling SIGA to cooperate with the Committee as requested above would offset some of the needless delay and unfairness inherent in SIGA's tactics." As previously reported by The Troubled Company Reporter, SIGA Technologies asked the Bankruptcy Court to extend the exclusive period during which the Company can file a Chapter 11 plan through and including July 14, 2014, and the exclusive period during which it can solicit acceptances of the plan through and including Sept. 16, 2015. About SIGA Technologies, Inc. Publicly held SIGA Technologies, Inc., with headquarters in Madison Avenue, New York, is a biotech/pharmaceutical company that specializes in the development and commercialization of solutions for serious unmet medical needs and biothreats. SIGA's lead product is Tecovirimat, also known as ST-246, an orally administered antiviral drug that targets orthopoxviruses. SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is assigned to Judge Sean H. Lane. The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and Prime Clerk LLC as claims agent. The Debtor disclosed total assets of $132 million and $7.95 million in liabilities as of the Chapter 11 filing. SIGLO REAL: Case Summary & 10 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Siglo Real Corporation Recinto Sur #329 Old San Juan, PR 00901 Case No.: 15-00289 Chapter 11 Petition Date: January 21, 2015 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Brian K. Tester Debtor's Counsel: Luis D Flores Gonzalez, Esq. LUIS D FLORES GONZALEZ LAW OFFICE 80 Calle Georgetti Suite 202 San Juan, PR 00925-3624 Tel: 787 758-3606 Fax: 787-753-5317 Email: ldfglaw@coqui.net ldfglaw@yahoo.com Total Assets: $5.20 million Total Liabilities: $5.87 million The petition was signed by Jaime Sanchez Rosado, president. A list of the Debtor's 10 largest unsecured creditors is available for free at http://bankrupt.com/misc/prb15-00289.pdf SIMPLEXITY LLC: Case Converted to Chapter 7 With Parties' Consent ----------------------------------------------------------------- Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware signed an order converting Simplexity LLC's Chapter 11 case to a liquidation in Chapter 7 on Jan. 6, 2015, as part of a settlement among the company, the Official Committee of Unsecured Creditors and lender Fifth Third Bank. Charles Stanziale, Jr., was appointed interim trustee for Simplexity's Chapter 7 case, according to a court filing dated Jan. 7. A Chapter 7 meeting of creditors in Simplexity's case is scheduled for Feb. 11. Entities, except governmental units, holding prepetition claims have until May 12 to file claims, while governmental units have until July 6 to file claims. As previously reported by The Troubled Company Reporter, Judge Gross approved the stipulation resolving Simplexity's claims against Fifth Third and allowing claims of the bank under the DIP financing order. Under the deal, Simplexity will release its claims against Fifth Third while the bank's claim on account of the pre-bankruptcy loan will be allowed. The settlement will be effectuated through amendments to the bankruptcy court's order that approved a $2.1 million financing to get Simplexity through bankruptcy. The DIP loan will be increased from $2.1 million to $3.725 million, according to the agreement. About $1.5 million of the carve-out from Fifth Third's cash collateral will be used for administrative expenses. Meanwhile, $125,000 will be turned over to a trustee, who will be appointed when the company's Chapter 11 case is converted to a Chapter 7 liquidation, to fund the prosecution of claims. After the case is converted, the first $1 million recovered from claims will be used to reimburse creditors holding administrative claims, according to the agreement. About Simplexity Simplexity, LLC, a defunct cellphone activator, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-10569) on March 16, 2014. The case is before Judge Kevin Gross. The Debtors' counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware. Prime Clerk LLC serves as claims and noticing agent. Simplexity hired Rutberg & Co. as investment banker. Simplexity LLC and Simplexity Services LLC both estimated $10 million to $50 million in assets, and $50 million to $100 million in liabilities. The U.S. Trustee for Region 3 appointed five members to an official committee of unsecured creditors. Peter S. Partee, Sr., Esq., and Michael P. Richman, Esq., at Hunton & Williams LLP, in New York; and Christopher A. Ward, Esq., and Shanti M. Katona, Esq., at Polsinelli PC, in Wilmington, Delaware, represent the Committee. SKYWAY PROPERTIES: Case Summary & 5 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Skyway Properties, LLC P. O Box 293009 Dayton, OH 45429 Case No.: 15-30118 Chapter 11 Petition Date: January 21, 2015 Court: United States Bankruptcy Court Southern District of Ohio (Dayton) Judge: Hon. Guy R Humphrey Debtor's Counsel: Richard B Reiling, Esq. 6135 Memorial Dr Ste 102 A Dublin, OH 43017 Tel: 800-719-2680 Fax: 800-719-2680 Email: Reilinglaw@aol.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Lisa M. Carmack-Gross, managing member. A list of the Debtor's five largest unsecured creditors is available for free at http://bankrupt.com/misc/ohsb15-30118.pdf SM ENERGY: S&P Revises Outlook to Stable & Affirms 'BB' CCR ----------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on SM Energy Co. to stable from positive and affirmed its 'BB' corporate credit rating and senior unsecured debt ratings on the company. The recovery rating on the company's senior unsecured notes is unchanged at '4', indicating S&P's expectation for average (30% to 50%) recovery if payment default occurs. The outlook revision to stable from positive reflects S&P's expectation that FFO/debt will be well below 60%, which was a component of the positive outlook. S&P expects the credit measures to weaken, following its revised crude oil and natural gas price assumptions and also due to debt-funded, bolt-on acquisitions of more than $540 million in 2014. As a result, S&P expects FFO to total debt to decline to nearly 45% in 2015 from an estimated 68% previously. S&P's assessment of SM Energy's business profile as "weak" incorporates its growing reserve base, although still smaller relative to higher rated peers. S&P expects that continuous improvement in its scale of operations and proved developed reserve life should benefit its business risk profile in the near term. The rating also reflects the company's good balance between natural gas and liquids, relatively competitive cost structure, and concentration of reserves in the Eagle Ford and Bakken/Three Forks plays. "The stable outlook on SM Energy reflects our view that the company's credit measures would remain appropriate for the current rating with average FFO/debt of more than 45%," said Standard & Poor's credit analyst Paul Harvey. S&P could consider an upgrade if the company maintains FFO to debt above 60%, or SM improves its scale of operations and reserve life to be more consistent with 'BB+' peers. Given S&P's current assumptions, it could consider a downgrade if FFO to debt falls below 30% for a sustained period with no near-term remedy. This could likely result from an aggressive financial strategy such as significant debt-funded acquisitions or aggressive capital spending. SOLENIS INT'L: Clearwater Deal No Impact on Moody's B3 Rating ------------------------------------------------------------- Moody's Investors Services said Solenis International, L.P.'s (Solenis, B3, stable) ratings are not impacted by the planned acquisition of Clearwater Specialties, LLC. Solenis International, L.P. is a producer of chemicals used in the manufacture of pulp and paper products as well as for industrial water treatment. SORT-RITE INT'L: Case Summary & 15 Top Unsecured Creditors ---------------------------------------------------------- Debtor: Sort-Rite International, Inc. 825 W. Jefferson Harlingen, TX 78550 Case No.: 15-70040 Chapter 11 Petition Date: January 21, 2015 Court: United States Bankruptcy Court Southern District of Texas (McAllen) Judge: Hon. Richard S. Schmidt Debtor's Counsel: Antonio Villeda, Esq. ATTORNEY AT LAW 5414 N 10th St McAllen, TX 78504 Tel: 956-631-9100 Email: avilleda@mybusinesslawyer.com Total Assets: $650,177 Total Liabilities: $1.04 million The petition was signed by Pat Holley, treasurer. A list of the Debtor's 15 largest unsecured creditors is available for free at http://bankrupt.com/misc/txsb15-70040.pdf SOUTHERN PACIFIC: Seeks Bankruptcy in Canada -------------------------------------------- Stephanie Gleason, writing for Daily Bankruptcy Review, reported that Canadian oil exploration company Southern Pacific Resources Corp. has sought protection from creditors with an insolvency filing under Canada's bankruptcy law. The Troubled Company Reporter, on Jan. 6, 2015, reported that Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Southern Pacific Resources Corp. to 'D' from 'CCC' following the company's announcement that it will miss its interest payment on the convertible notes. TARGETED MEDICAL: Sells $650,000 in Convertible Debenture --------------------------------------------------------- Targeted Medical Pharma, Inc., entered into a securities purchase agreement, pursuant to which the Company sold a senior secured convertible debenture in the principal amount of $650,000, to an accredited investor, according to a regulatory filing with the U.S. Securities and Exchange Commission. The Debenture accrues interest at 4% per annum, throughout the term of the Debenture, and unless earlier converted into shares of the Company's common stock, has a maturity date of Jan. 12, 2018. Interest on the Debenture is paid semi-annually, at the Company's option, in either cash or shares of common stock. At the Investor's option, the principal amount of the Debenture is convertible into shares of common stock at a conversion price of $0.30, subject to adjustment. The financing closed on Jan. 15, 2015. The financing was completed through a debt placement to one accredited investor in reliance on the exemptions from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506 promulgated thereunder and/or Regulation S under the Securities Act. The Debenture and the shares of common stock issuable upon conversion of the Debenture have not been registered under the Securities Act or any state securities laws. Unless so registered, those securities may not be offered or sold absent an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state securities laws. About Targeted Medical Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a specialty pharmaceutical company that develops and commercializes nutrient- and pharmaceutical-based therapeutic systems. Targeted Medical reported a net loss of $9.33 million on $9.55 million of total revenue for the year ended Dec. 31, 2013, as compared with a net loss of $9.58 million on $7.29 million of total revenue in 2012. Marcum LLP, in Irvine, CA, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred significant net losses since its inception, and has an accumulated deficit of $23.0 million as of Dec. 31, 2013, and incurred a net loss of $9.34 million and negative cash flows from operations of $2.047 million for the year ended Dec. 31, 2013. The Company's balance sheet at Sept. 30, 2014, showed $3.22 million in total assets, $11.9 million in total liabilities, and a $8.70 million stockholders' deficit. TEXOMA PEANUT: US Trustee Unable to Appoint Creditors' Committee ---------------------------------------------------------------- The U.S. Trustee overseeing Texoma Peanut Co.'s bankruptcy case said that it wasn't able to appoint a committee of unsecured creditors. The bankruptcy watchdog cited as reason "inadequate responses" from major creditors of the company. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About 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. TRANSGENOMIC INC: Issues $925,000 Additional Notes -------------------------------------------------- As previously disclosed by Transgenomic, Inc., on its current report on Form 8-K filed with the U.S. Securities and Exchange Commission on Jan. 7, 2015, the Company entered into an Unsecured Convertible Promissory Note Purchase Agreement, dated Dec. 31, 2014, with an accredited investor pursuant to which the Company issued and sold, on Dec. 31, 2014, to the Initial Investor in a private placement an unsecured convertible promissory note in the aggregate principal amount of $750,000. Pursuant to the terms of the Purchase Agreement, the Company may, after the Initial Closing, but no later than Jan. 31, 2015, sell up to an aggregate of $1,500,000 in additional unsecured convertible promissory notes, on the same terms and conditions as the Initial Note, to one or more additional accredited investors, subject to certain conditions. In accordance with the terms of the Purchase Agreement, the Company entered into the Purchase Agreement with seven additional accredited investors on Jan. 15, 2015, and issued and sold to the Additional Investors in a private placement Additional Notes in an aggregate principal amount of $925,000. Each of the Additional Notes accrues interest at a rate of 6% per year and matures on Dec. 31, 2016. The outstanding principal and unpaid interest accrued under each Additional Note is convertible into shares of common stock of the Company as follows: (i) commencing upon the date of issuance of the Additional Note (but no earlier than Jan. 1, 2015), the Additional Investor holding such Additional Note is entitled to convert, on a one-time basis, up to 50% of the outstanding principal and unpaid interest accrued under the Additional Note, into shares of Common Stock at a conversion price equal to the lesser of (a) the average closing price of the Common Stock on the principal securities exchange or securities market on which the Common Stock is then traded for the 20 consecutive trading days immediately preceding the date of conversion, and (b) $2.20 (subject to adjustment for stock splits, stock dividends, other distributions, recapitalizations and the like); and (ii) commencing Feb. 15, 2015, the Additional Investor holding such Additional Note is entitled to convert, on a one-time basis, any or all of the remaining outstanding principal and unpaid interest accrued under the Additional Note, into shares of Common Stock at a conversion price equal to 85% of the average closing price of the Common Stock on the Market for the 15 consecutive trading days immediately preceding the date of conversion. Pursuant to the terms of the Purchase Agreement, the Company is obligated to use its best efforts to file with the SEC by Jan. 31, 2016, a registration statement to register for resale all of the shares of Common Stock issued on or prior to Nov. 30, 2015, pursuant to the conversion of any portion of the Additional Notes and to use its commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC by March 31, 2016. In addition, the Company is obligated to use its best efforts to file with the SEC by Jan. 31, 2017, an additional registration statement to register for resale all of the shares of Common Stock issued pursuant to the conversion of any portion of the Additional Notes that have not previously been registered for resale and to use its commercially reasonable efforts to have the Additional Registration Statement declared effective by the SEC by March 31, 2017. Under the Purchase Agreement, the Company may be required to effect one or more other registrations to register for resale the shares of Common Stock issued or issuable under the Additional Notes in connection with certain "piggy-back" registration rights granted to the Additional Investors. The Company will be required to pay $1,000 in liquidated damages to each Additional Investor for each day the Company fails to meet an Initial Registration Statement or Additional Registration Statement filing or effectiveness deadline. Craig-Hallum Capital Group LLC acted as the sole placement agent for the Additional Private Placement. In connection with the Additional Private Placement, the Company issued to the Placement Agent an unsecured convertible promissory note, upon the same terms and conditions as the Additional Notes, in an aggregate principal amount equal to 5% of the proceeds received by the Company pursuant to the Additional Private Placement, or $46,250. About Transgenomic Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global biotechnology company advancing personalized medicine in cardiology, oncology, and inherited diseases through its proprietary molecular technologies and world-class clinical and research services. The Company is a global leader in cardiac genetic testing with a family of innovative products, including its C-GAAP test, designed to detect gene mutations which indicate cardiac disorders, or which can lead to serious adverse events. Transgenomic has three complementary business divisions: Transgenomic Clinical Laboratories, which specializes in molecular diagnostics for cardiology, oncology, neurology, and mitochondrial disorders; Transgenomic Pharmacogenomic Services, a contract research laboratory that specializes in supporting all phases of pre-clinical and clinical trials for oncology drugs in development; and Transgenomic Diagnostic Tools, which produces equipment, reagents, and other consumables that empower clinical and research applications in molecular testing and cytogenetics. Transgenomic believes there is significant opportunity for continued growth across all three businesses by leveraging their synergistic capabilities, technologies, and expertise. The Company actively develops and acquires new technology and other intellectual property that strengthens its leadership in personalized medicine. The Company reported a net loss available to common stockholders of $16.7 million in 2013, a net loss available to common stockholders of $8.98 million in 2012 and a net loss available to common stockholders of $10.8 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $30.8 million in total assets, $20.6 million in total liabilities and $10.2 million in stockholders' equity. TRIGEANT HOLDINGS: Bankruptcy Court Rules on PDVSA Claim -------------------------------------------------------- Bankruptcy Judge Erik P. Kimball sustained the Joint Objection to Claim of PDVSA Petroleos, S.A., filed by (i) Trigeant Holdings, Ltd., Trigeant, LLC, and Trigeant, Ltd.; and (ii) Harry Sargeant, II, Daniel Sargeant, and James Sargeant. The Objectors ask the Court to disallow that portion of the claim filed by PDVSA representing interest accruing after entry of a judgment confirming the underlying arbitration award on the grounds that the portion as calculated exceeds the statutory maximum rate set by 28 U.S.C. Sec. 1961. PDVSA argues that (a) the 18% post-judgment interest rate reflected in its proof of claim represents a specific and valid award by the United States District Court, (b) the Objectors previously waived the right to object to PDVSA's claimed 18% post-judgment interest rate, (c) the Objectors should be prohibited from raising their objections under the theory of judicial estoppel as a result of contrary positions they allegedly took in prior litigation, (d) PDVSA is due post-petition interest on its claim under 11 U.S.C. Sec. 506(b), and (e) the Objectors should not be allowed to reserve the right to raise other objections to the PDVSA claim. BTB Refining, LLC filed a joinder in the Response of PDVSA. On August 25, 2014, Trigeant, Ltd. filed a second bankruptcy. Trigeant, Ltd. scheduled PDVSA with a claim in the amount of $55.3 million, which again appears to include interest at the rate of 18% per annum after the Confirmation Judgment. This time the PDVSA claim was listed as disputed. The Debtors filed a joint plan of reorganization providing for the sale of the oil refinery for a stated price of $100 million. The agreements entered into by the Debtors and the Consenting Owners in connection with the proposed sale severely limit the Debtors' ability to negotiate with alternative purchasers and include disincentives for the Consenting Owners to support an alternative transaction without regard to the value of the competing bid. BTB objected to the sale process proposed by the Debtors from the inception of this case. In December 2014, the Court terminated the Debtors' exclusive right to propose a plan, thereby permitting BTB to file its own competing plan. The plan filed by BTB proposes a sale of the oil refinery to an affiliate of BTB for a stated price of $105 million. BTB intends to rely in part on the PDVSA secured claim to credit bid for the Debtors' assets. Thus, the allowed amount of the PDVSA claim has a direct impact on BTB's efforts in this case. The Objectors assert that PDVSA erred in calculating its claim because federal law requires a specific, lower, rate of interest applicable to the period after entry of the Confirmation Judgment. 28 U.S.C. Sec. 1961 provides that judgments in the federal courts carry a mandatory interest rate "equal to the weekly average 1-year constant maturity Treasury yield, as published by the Board of Governors of the Federal Reserve System, for the calendar week preceding" the entry of judgment. For the Confirmation Judgment, the applicable interest rate would be 0.39%. If this rate is applied to the period after entry of the Confirmation Judgment, PDVSA would have a claim of about $40 million rather than about $55 million. PDVSA argues that both the Final Award and the Confirmation Judgment require payment of interest at the rate of 18% per annum until the award is paid, and the award has not been paid. PDVSA also argues that the Objectors' waived their right to challenge the 18% interest rate in prior litigation or, alternatively, should be precluded from challenging that interest rate under the doctrine of judicial estoppel in light of positions taken by the Objectors in prior litigation. PDVSA also argues that the Objectors' attempt to reserve the right to bring additional objections to its claim is improper, that the present Objection should be overruled, and that PDVSA's claim should be allowed on a final basis. Judge Kimball ruled that: 1. The Joint Objection is sustained. 2. No later than January 23, 2015, PDVSA must file amended proofs of claim including a calculation of interest after November 5, 2009 at the rate of 0.39% per annum. 3. Any party in interest that wishes to file an objection to the claim(s) of PDVSA, as amended, must file the objection, and serve the same on counsel for PDVSA no later than January 30, 2015. If no objection is timely filed, the claim(s) of PDVSA as amended, will be allowed as provided in the amended proofs of claim pursuant to 11 U.S.C. Sec. 502, and PDVSA may file a brief request for the Court to enter a confirmatory order to that effect. If an objection is timely filed, the Court will set the same for hearing. A copy of the Court's Jan. 16, 2015 Order is available at http://is.gd/0XWcaEfrom Leagle.com. About Trigeant Holdings Trigeant, owner of a Corpus Christi, Texas oil refinery, provides fuel and asphalt products to the housing and transportation industries. The company is owned by Palm Beach, Florida billionaire Harry Sargeant III and members of his family. On Nov. 26, 2014, Trigeant filed its first bankruptcy In re Trigeant Ltd., 13-38580. The case was dismissed on April 1, 2014. Trigeant Holdings, Ltd., and Trigeant, LLC, filed Chapter 11 bankruptcy petitions (Bankr. S.D. Fla. Case Nos. 14-29027 and 14-29030, respectively) on Aug. 25, 2014, amid a dispute among members of the Sargeant family. Mr. Sargeant's two brothers, Daniel and James, and his father, Harry Sargeant II, sent Trigeant to bankruptcy to fend off Mr. Sargeant III's bid to seize control of the company's primary asset. The family says Mr. Sargeant III, who has a $22 million lien against the plant through a company he controls called BTB Refining LLC, is attempting to prevent the refinery from operating in an effort to lower its value and obtain ownership of it. Trigeant Holdings estimated both assets and liabilities of $50 million to $100 million. Berger Singerman LLP serves as the Debtors' counsel. The Bankruptcy Court set the general claims bar date as Oct. 17, 2014, and March 31, 2015, as the deadline by which governmental entities must file proofs of claims. The Debtors filed on Sept. 16, 2014, their Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code. The Plan is premised on the sale of substantially all of the Debtors' assets to Gravity Midstream Corpus Christi, LLC. The Plan provides that holders of Allowed Claims will be paid in full, in cash. The U.S. Trustee for Region 21 has not appointed a committee of unsecured creditors. US CELLULAR: S&P Assigns 'BB' Rating on $225MM Unsecured Loan ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issue-level rating and '3' recovery rating to United States Cellular Corp.'s proposed $225 million senior unsecured term loan due 2022. In November 2014, U.S. Cellular Corp., an 84%-owned operating subsidiary of U.S. diversified telecommunications services provider Telephone and Data Systems Inc., announced board authorization to issue up to $500 million in new debt securities. The latest term loan raise follows the company's December 2014 issuance of $275 million 7.25% senior notes due 2063. 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, S&P 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, and 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. $225 mil. term loan due 2022 Senior Unsecured BB Recovery Rating 3 VERTICAL COMPUTER: To be Issued a Continuation Patent on Feb. 3 --------------------------------------------------------------- Vertical Computer Systems, Inc., received notice from the United States Patent and Trademark Office that a continuation patent would be issued by the USPTO on Feb. 3, 2015. The Continuation Patent will be issued as United States Patent No. 8,949,780 and is a continuation of U.S. Patent No. 6,826,744, which is a continuation patent of U.S. Patent No, 7,716,629. Collectively, they form the underlying patents under the Company's SiteFlash and SiteFlash-derived products. In addition, the Company has retained the law firm of Davidoff Hutcher & Citron LLP on a contingency basis to act in connection with the licensing of the Patents, Collectively, these patents are a system and method for generating computer applications in an arbitrary object framework. The method separates content, form, and function of the computer application so that each may be accessed or modified separately. The method includes creating arbitrary objects, managing the arbitrary objects throughout their life cycle in an object library, and deploying the arbitrary objects in a design framework for use in complex computer applications. About Vertical Computer Richardson, Tex.-based Vertical Computer Systems, Inc., is a multinational provider of Internet core technologies, application software, and software services through its distribution network with operations or sales in the United States, Canada and Brazil. Vertical Computer reported a net loss applicable to common stockholders of $3.08 million in 2013 following a net loss applicable to common stockholders of $2.07 million in 2012. The Company's balance sheet at Sept. 30, 2014, showed $1.01 million in total assets, $17.5 million in total liabilities, $9.90 million in convertible cumulative preferred stock, and a $26.4 million total stockholders' deficit. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company suffered net losses and has a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. VIOLIN MEMORY: Has Insufficient Cash to Support Operations ---------------------------------------------------------- Violin Memory filed its quarterly report on Form 10-Q, reporting a net loss of $23.5 million on $21.7 million of total revenue for the quarter ended Oct. 31, 2014, compared with a net loss of $34.1 million on $28.3 million of total revenue for the same period in 2013. The Company's balance sheet at Sept. 30, 2014, showed $253 million in total assets, $191 million in total liabilities, and stockholders' equity of $62.03 million. The Company has incurred recurring operating losses and negative cash flows from operating activities since inception through Oct. 31, 2014, and has an accumulated deficit of $415 million as of Oct. 31, 2014. Through Oct. 31, 2014, the Company has not generated any cash from operations and has relied primarily on the proceeds from equity offerings, debt financing and credit facilities to fund operations. The Company's ability to continue as a going concern is dependent upon its obtaining the necessary financing to fund operations, according to the regulatory filing. A copy of the Form 10-Q is available at: http://is.gd/YATf6W Violin Memory develops and supplies memory-based storage systems for high-speed applications, servers and networks in the Americas, Europe and the Asia Pacific. WARREN RESOURCES: S&P Lowers CCR to 'B-'; Outlook Stable -------------------------------------------------------- On Jan. 16, 2015, Standard & Poor's Ratings Services lowered its corporate credit rating on New York-based exploration and production company Warren Resources Inc. to 'B-' from 'B'. The outlook is stable. At the same time, S&P lowered its issue-level ratings on the company's senior unsecured debt to 'CCC+' from 'B-'. The recovery rating on this debt remains '5', indicating S&P's expectation of modest (10% to 30%) recovery to creditors if a payment default occurs. "The downgrade reflects our reduced oil and natural gas price assumptions and our estimates for higher leverage in 2015 and 2016," said Standard & Poor's credit analyst Carin Dehne-Kiley. S&P now estimates Warren Resources' funds from operations (FFO) to debt ratio will fall and remain below 12% over the next two years. S&P's estimates incorporate the company's recently announced capital budget of $80 million in 2015, although S&P believes the company could rein this in further if needed. The stable outlook reflects S&P's view that leverage will improve starting in 2017 and liquidity will remain "adequate". WATERSCAPE RESORT: Slapped With Sanctions Over Discovery Abuses --------------------------------------------------------------- Pavarini McGovern, LLC, won discovery sanctions against Waterscape Resort LLC. Pavarini charged Waterscape with a variety of discovery abuses, including failure to produce documents and spoliation of evidence. Bankruptcy Judge Stuart M. Bernstein held that Pavarini is entitled to an award of reasonable attorneys' fees in the amount of $34,633.95 and reasonable expenses in the amount of $1,110.45 pursuant to Rule 37(b) of the Federal Rules of Civil Procedure based upon Waterscape's failure to comply with the Court's verbal discovery order issued on July 30, 2013. Following Waterscape's chapter 11 filing, Pavarini filed the adversary proceeding alleging that Waterscape diverted trust funds. Pavarini charged, inter alia, that Waterscape failed to pay Pavarini or otherwise account for $4.46 million in funded Draw Requests. A copy of the Court's Jan. 21, 2015 Memorandum Decision is available at http://is.gd/OZxsU9from Leagle.com. Attorneys for Pavarini: Eric W. Sleeper, Esq. BARTON BARTON & PLOTKIN LLP 420 Lexington Avenue New York, NY 10170 Attorneys Defendant Waterscape Resort LLC: Eric S. Medina, Esq. John Carlson, Esq. MEDINA LAW FIRM LLC The Chrysler Building 405 Lexington Avenue, Seventh Floor New York, NY 10174 About Waterscape Resort Waterscape Resort LLC, aka Cassa NY Hotel and Residences, filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-11593) on April 5, 2011. Waterscape acquired property consisting of three contiguous buildings at 66, 68 and 70 West 45th Street in Manhattan, for the sum of $20 million, and developed the property into a 45-storey condominium project including a luxury hotel, a restaurant and luxury residential apartments. The purchase was financed with a $17 million acquisition loan and mortgage from U.S. Bank Association. The Cassa NY Hotel and Residences features 165 hotel rooms, and above the hotel units, 57 residences. Brett D. Goodman, Esq., and Lee William Stremba, Esq., at Troutman Sanders LLP, represented the Debtor as bankruptcy counsel. Holland & Knight LLP served as its special litigation counsel. The Debtor disclosed $214 million in assets and $159 million in liabilities as of the Chapter 11 filing. Schiff Hardin LLP served as counsel to a 3-member Official Committee of Unsecured Creditors. U.S. Bankruptcy Judge Stuart Bernstein confirmed Waterscape's reorganization plan in July 2011, which calls for repaying much of the company's debt with proceeds from the $128 million sale of the hotel section of the development. The Plan was filed May 6, 2011. WAVE SYSTEMS: Receives Noncompliance Notice from NASDAQ ------------------------------------------------------- Wave Systems Corp. received notification from the Listing Qualifications Department of The Nasdaq Stock Market indicating that the Company's Class A Common stock is subject to potential delisting from The Nasdaq Capital Market because for a period of 30 consecutive business days, the bid price of the Company's Class A common stock has closed below the minimum $1.00 per share requirement for continued inclusion under Nasdaq Marketplace Rule 5550(a)(2), according to a regulatory filing with the U.S. Securities and Exchange Commission. The Nasdaq notice indicated that, in accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company will be provided 180 calendar days, or until July 14, 2015, to regain compliance. If, at anytime before July 14, 2015, the bid price of the Company's Class A Common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, Nasdaq staff will provide written notification that it has achieved compliance with the Bid Price Rule. If the Company fails to regain compliance with the Bid Price Rule before July 14, 2015, but meets all of the other applicable standards for initial listing on the Nasdaq Capital Market with the exception of the minimum bid price, then the Company may be eligible to have an additional 180 calendar days, or until Jan. 10, 2016, to regain compliance with the Bid Price Rule. About Wave Systems Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) -- http://www.wave.com/-- develops, produces and markets products for hardware-based digital security, including security applications and services that are complementary to and work with the specifications of the Trusted Computing Group, an industry standards organization comprised of computer and device manufacturers, software vendors and other computing products manufacturers. Wave Systems reported a net loss of $20.3 million in 2013, a net loss of $34.0 million in 2012 and a net loss of $10.79 million in 2011. KPMG LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that Wave Systems Corp. has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. WESTMORELAND COAL: Unit Gets Imminent Danger Order -------------------------------------------------- Westmoreland Kemmerer, Inc., a subsidiary of Westmoreland Coal Company, received an imminent danger order issued by the Mine Safety and Health Administration under section 107(a) of the Federal Mine Safety and Health Act of 1977 at its Kemmerer Mine in Kemmerer, Wyoming. The order alleged that work was about to begin on an engine module that was not properly blocked in place. The engine module was repositioned assuring it was blocked in a secure manner and MSHA immediately terminated the order. No injuries occurred as a result of the cited condition. About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland Coal incurred a net loss applicable to common shareholders of $6.05 million in 2013, a net loss applicable to common shareholders of $8.58 million in 2012 and a net loss applicable to common shareholders of $34.5 million in 2011. * * * As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating Services raised its corporate credit rating on Westmoreland Coal Co. one-notch to 'B' from 'B-'. "The stable outlook is supported by Westmoreland's committed sales position over the next year, which should result in stable cash flows," said Standard & Poor's credit analyst Chiza Vitta. Moody's upgraded the corporate family rating (CFR) of Westmoreland Coal Company to 'B3' from 'Caa1', and assigned 'Caa1' rating to the company's proposed new $300 million First Lien Term Loan, the TCR reported on Nov. 20, 2014. The upgrade of the CFR reflects the company's successful integration of the Canadian mines acquired in April 2014, and Moody's expectation that the company's Debt/ EBITDA will track at around 5x in 2015 and 2016 and that the company will be break-even to modestly free cash flow positive over the same time period. WET SEAL: Closes 2 Milwaukee Locations -------------------------------------- Paul Gores of the Milwaukee-Wisconsin Journal Sentinel reports that The Wet Seal, Inc., has closed its branches at Brookfield Square and Southridge Mall in Milwaukee. Joe Williams at Stafford Daily relates that brokerage firm B. Riley equity analysts has downgraded its rating on the Company. The report says that the rating major has initiated the coverage with an neutral rating on the shares. B. Riley, according to the report, had rated the shares "Buy". B. Riley, the report states, lowered the price target to $0.5 per share from $1.5 per share. Wayne Duggan at Benzinga says that the Company received the lowest Tenant Sentiment Index rating possible, a 1. A report by MLV & Co looked at tenant presence in shopping malls. According to Benzinga, analysts ranked the top companies growing their mall presence based on TSI. Benzinga relates that the Company was one of the lowest-rated companies, whose presence in shopping malls is diminishing. About Wet Seal The Wet Seal, Inc. -- http://www.wetsealinc.com/-- is a specialty retailer of fashionable and contemporary apparel and accessory items. The Company was incorporated in Delaware and is headquartered in Foothill Ranch, California. The Wet Seal, Inc., together with three other affiliates, has filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (Bank. D. Del. Case Nos. 15-10081 to 15-10084) on Jan. 15, 2015. The petitions were signed by Thomas R. Hillebrandt as interim chief financial officer. Young Conaway Stargatt & Taylor, LLP; Klee, Tuchin, Bogdanoff & Stern LLP; and Paul Hastings, LLP, serve as the Debtors' counsel. FTI Consulting acts as the Debtors' restructuring advisor while Houlihan Lokey serves as investment banker. Donlin, Recano & Co., Inc., is the Debtors' claims and noticing agent. The Debtors disclosed total assets of $92.8 million and debts of $103.4 million as of Nov. 1, 2014. The cases are assigned to Judge Christopher S. Sontchi. WPX ENERGY: S&P Lowers CCR to 'BB' on Lower Price Deck Assumptions ------------------------------------------------------------------ On Jan. 16, 2015, Standard & Poor's Ratings Services lowered its corporate credit rating on Tulsa, Okla.-based exploration and production company WPX Energy Inc. to 'BB' from 'BB+'. The outlook is stable. At the same time, S&P lowered its issue-level ratings on the company's unsecured debt to 'BB' from 'BB+'. The recovery rating on this debt remains '3', indicating S&P's expectation of meaningful (50% to 70%) recovery to creditors if a payment default occurs. "The downgrade reflects our reduced oil and natural gas price assumptions and our estimates for higher leverage in 2015 and 2016," said Standard & Poor's credit analyst Carin Dehne-Kiley. S&P now estimates WPX's funds from operations (FFO) to debt ratio will fall and remain below 45% over the next two years. S&P's estimates incorporate the company's solid hedging position and capital spending of less than $1 billion, compared with spending of $1.7 billion in 2014. S&P's rating reflects its assessment of WPX's business risk as "fair", its financial profile as "significant", and liquidity as "adequate". WPX's "fair" business risk profile reflects the company's midsize reserve and production base, its high weighting to natural gas, and its below average profitability relative to its more oil-weighted peers. At year-end 2013, the company had proved reserves totaling 4.9 trillion cubic feet equivalent (tcfe), about 75% natural gas and 58% classified as developed. Production from continuing operations in the third quarter of 2014 averaged 1.1 billion cubic feet equivalent per day (72% natural gas). S&P expects production to decline slightly over the next two years as the company reduces capital spending. [*] Randall Rios Joins Hughes Watters' Business Bankruptcy Practice ------------------------------------------------------------------- Randall A. Rios and Robin Phillips have recently joined Hughes Watters Askanase, L.L.P. As Senior Counsel, Rios brings more than 25 years of legal experience to the firm's highly respected Business Bankruptcy Practice Group led by Wayne Kitchens. As Senior Counsel with more than 30 years of experience, Phillips supports the firm's growing Real Estate and Real Estate Finance Practice Group led by Gary Gunn. "Randy Rios and I have been good friends for many years. When the opportunity arose for him to join HWA, we jumped at the chance. As one of the best restructuring and insolvency practitioners in the state, he is a welcome addition to our Business Bankruptcy Practice Group at HWA. Randy's amiable character and extensive experience mesh well with the standard of excellence for which our firm and our Business Bankruptcy Practice Group are known. He is extremely ethical, and his work style suits our culture perfectly. I am counting on Randy to support Steve Shurn, me and the rest of our Business Bankruptcy team in accelerating the growth of our practice," commented Kitchens, co-managing partner for HWA. Mr. Rios is serving in a Senior Counsel role with Hughes Watters Askanase in the areas of Bankruptcy and Creditor/Debtor Rights in the firm's Business Bankruptcy Practice Group. He has established a reputation on a national level for his business bankruptcy experience and the results he achieves for his clients. Mr. Rios has been involved in reorganization proceedings for businesses in the oil and gas, chemical, retail, health care, finance and manufacturing industries. He has prosecuted and defended bankruptcy litigation and various types of bankruptcy-related commercial litigation including director, officer and insider liability matters. Mr. Rios has represented clients in all districts of Texas as well as numerous other districts including the District of Delaware, the District of Nevada, the Central and Northern Districts of California, the Southern District of New York, and the United States Court of Appeals for the Fifth Circuit. In addition to representing debtors and creditors, Rios has extensive experience in representing creditors' committees, landlords, purchasers of distressed assets as well as trustees in numerous reorganization and liquidation bankruptcy cases. Mr. Rios has earned numerous awards and honors during his legal career. He is a member of the American Bankruptcy Institute and several bar associations. He earned a Bachelor of Business Administration degree in marketing from Texas A & M University and a Juris Doctorate from South Texas College of Law. Mr. Phillips' practice focuses on all aspects of commercial lending and a full range of real estate transactions such as lease agreements, closings, defaulted loans, and foreclosures. For HWA clients, Mr. Phillips primarily provides commercial real estate lending representation on behalf of national and state banking associations with loan transactions typically valued from $1 million to $30 million. He advises and assists clients who lend funds for multi-family projects, income producing properties, and raw land throughout the United States. "Robin's depth of experience in commercial real estate and finance transactions is a great asset to our clients. In addition, Robin's long-standing relationships in Dallas, Fort Worth, Galveston and Houston are extremely beneficial as we continue to broaden the reach of our Real Estate and Real Estate Finance Practice Group throughout Texas," explained Mr. Gunn, who is a co-managing partner for HWA. Mr. Phillips has been practicing law since 1983. He began his legal career in the Dallas-Fort Worth area and relocated to Houston in 2013. Mr. Phillips earned a Bachelor of Business Administration degree from Baylor University, with a concentration in finance and real estate and a Doctor of Jurisprudence from Baylor University School of Law. Full biographical profiles for Rios and Phillips are available at www.hwa.com About Hughes Watters Askanase, L.L.P. For more than 36 years, Hughes Watters Askanase, L.L.P. focuses on representation of commercial and consumer lenders, including banks and credit unions; business bankruptcy; business planning and strategy; default servicing; real estate and real estate finance; commercial and consumer financial services litigation; employment law; and wills and probate. [^] BOOK REVIEW: The Rise and Fall of the Conglomerate Kings ------------------------------------------------------------ Author: Robert Sobel Publisher: Beard Books Softcover: 240 pages List Price: $34.95 Review by David Henderson Order your personal copy today at http://is.gd/1GZnJk The marvelous thing about capitalism is that you, too, can be a Master of the Universe. If you are of a certain age, you will recall that is the name commandeered by Wall Street bond traders in their Glory Days. Being one is a lot like surfing: you have to catch the crest of the wave just right or you get slammed into the drink, and even the ride never lasts forever. There are no Endless Summers in the market. This book is the behind-the-scenes story of the financial wizards and bare-knuckled businessmen who created the conglomerates, the glamorous multi-form companies that marked the high noon of post- World War II American capitalism. Covering the period from the end of the war to 1983, the author explains why and how the conglomerate movement originated, how it mushroomed, and what caused its startling and rapid decline. Business historian Robert Sobel chronicles the rise and fall of the first Masters of the Universe in the U.S. and describes how the era gave rise to a cadre of imaginative, bold, and often ruthless entrepreneurs who took advantage of a buoyant stock market to create giant enterprises, often through the exchange of overvalued paper for real assets. He covers the likes of Royal Little (Textron), Text Thornton (Litton Industries), James Ling (Ling-Temco-Vought), Charles Bludhorn (Gulf & Western) and Harold Geneen (ITT). This is a good read to put the recent boom and bust in a better perspective. While these men had vastly different personalities and processes, they had a few things in common: ambition, the ability to seize opportunities that others were too risk-averse to take, willing bankers, and the expansive markets of the 1960s. There is something about an expansive market that attracts and creates Masters of the Universe. The Greek called it hubris. The author tells a good joke to illustrate the successes and failures of the period. It seems the young son of a Conglomerateur brings home a stray mongrel dog. His father asks, "How much do you think it's worth?" To which the boy replies, "At least $30,000." The father gently tries to explain the market for mongrel dogs, but the boy is undeterred and the next afternoon proudly announces that he has sold the dog for $50,000. The father is proudly flabbergasted, "You mean you found some fool with that much money who paid you for that dog?" "Not exactly," the son replies, "I traded it for two $25,000 cats." While it lasted, the conglomerate struggles were a great slugfest to watch: the heads of giant corporations battling each other for control of other corporations, and all of it free from the rubric of "synergy." Nobody could pretend there was any synergy between U.S. Steel and Marathon Oil. This was raw capitalist power at work, not a bunch of fluffy dot.commies pretending to defy market gravity. History repeats itself, endlessly, because so few people study history. The stagflation of the 1970s devalued the stock of conglomerates and made it useless a currency to keep the schemes afloat. The wave crashed and waiting on the horizon for the next big wave: the LBO Masters of the 1980s. Robert Sobel was born in 1931 and died in 1999. He was a prolific chronicler of American business life, writing or editing more than 50 books and hundreds of articles and corporate profiles. He was a professor of business history at Hofstra University for 43 years and he a Ph.D. from NYU. ********* 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. 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 nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. 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 2015. 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 ***