/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150211.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, February 11, 2015, Vol. 19, No. 42 Headlines A.M. CASTLE: S&P Lowers CCR to 'CCC+' on Unsustainable Debt AGFEED INDUSTRIES: Creditor Says $2.8M Claim Must be Paid Now ALCO STORES: Seeks April 10 Extension of Plan Filing Date ALSIP ACQUISITION: ComEd Adequate Assurance of Payment OK'd ALSIP ACQUISITION: Sanabe & Associates Okayed as Investment Banker AMERICAN AIRLINES: Strikes Deal with EPA Over $39M Superfund Claim AMFIN FINANCIAL: FDIC Wants High Court to Nix $170MM Tax Refund Row AMPAM RIGGS: Nat'l Union Shakes Bid for $1M Excess Coverage ARCHDIOCESE OF ST. PAUL: Taps Meier Kennedy as Special Counsel ATP OIL: $1M Settlement Denied in Gulf Oil Discharge Suit ATP OIL: US Tells Judge to Ignore Objections, OK Deal B. ENDEAVOUR SHIPPING: Recognition Hearing Set for March 5 BATE LAND & TIMBER: BLC Wants Ch. 11 Trustee or Conversion BAYOU SHORES: U.S. Appeal of Ch. 11 Plan Lives On BERNARD L. MADOFF: Ex-Aide Slams Feds' "Godfather" Remark BINDER & BINDER: U.S. Trustee Trims Credtiors Panel to 4 Members BRIAR'S CREEK GOLF: Files for Ch. 11 with $37M Debt BRIAR'S CREEK GOLF: Voluntary Chapter 11 Case Summary BUILDING #19: Creditors Committee's Lawyer Sets Up Own Law Firm CACHE INC: Court Issues Joint Administration Order CAESARS ENTERTAINMENT: External Panel to Rule on Default Insurance CAESARS ENTERTAINMENT: Swaps Payout Denied by ISDA Panel CAESARS ENTERTAINMENT: UST Forms 7-Member Noteholder Committee CENTRAL OKLAHOMA: Gets Court's Nod for BKD LLP as Auditor CHICAGO H&S: 7th Cir. Revives Withdrawal Liability Claim v Oaktree CLEANTECH SOLUTIONS: Case Summary & 3 Top Unsecured Creditors COGENT COMMUNICATIONS: Moody's New Rates $245MM Secured Notes 'B1' COGENT COMMUNICATIONS: S&P Rates $245MM Sr. Secured Notes 'B+' COLT DEFENSE: Refinances But Still Could Skip Interest Payment COTTONPORT MONOFILL: Case Summary & 20 Top Unsecured Creditors COUNTRY EXPLOSION: Case Summary & 20 Largest Unsecured Creditors CRAIGHEAD COUNTY: US Trustee Unable to Form Creditors' Committee D & L ENERGY: Amends Schedules of Assets and Liabilities D&L CARON: Voluntary Chapter 11 Case Summary DELIA'S INC: Can Access $20 Million of DIP Financing DELIA'S INC: Floats $2.5M Stalking Horse Deal for Trademarks DENDREON CORP: Valeant OK'd as Stalking Horse, Ups Bid to $400-Mil. DIGITAL DOMAIN: Mickey Mouse Loses 3rd Cir. Appeal on Patent Sale ENDEAVOUR INT'L: Seeks June 8 Extension of Plan Filing Date ENERGY FUTURE: Has Until June 23 to File Plan ENERGY FUTURE: To Float New Ch. 11 Restructuring Proposal FCC HOLDINGS: Judge Extends Deadline to Remove Suits to Feb. 23 FENG LI: Owes Stolen Funds in Bankruptcy, 3rd Circuit Hears FISKER AUTOMOTIVE: Brown Rudnick, Others Renew Bid for Fee Hike FOODS INC: Food Partners Approved as Financial Advisors FRONTIER COMMUNICATIONS: Fitch Puts 'BB' IDR on Negative Watch GANNETT CO: Shares Reinstatement No Impact on Moody's Ba1 CFR GENERAL MOTORS: Activist Investors Propose Shares Buyback GENERAL MOTORS: Suzuki Wants Suit Over Compact Car Fires Tossed GENERAL MOTORS: Widow Says Co. Hid Evidence in Crash Case GEORGES MARCIANO: Tries to Keep Dispute in Bankruptcy Court GLOBAL GEOPHYSICAL: Completes Restructuring, Exits Chapter 11 GREEN MOUNTAIN: Amends Schedules of Assets and Liabilities GREEN MOUNTAIN: Gets Final Approval to Access Bay Point DIP Loan GREEN MOUNTAIN: Wants Plan Filing Deadline Extended to May 21 GREEN MOUNTAIN: Wants Until Aug. 17 on Lease-Related Decisions GRIFFIN HOMEBUILDING: Developers Can't Shake $19-Mil. Suit GT ADVANCED: Judge Extends Deadline to Remove Suits to May 5 GTA REALTY: Wants More Time to File Reorganization Plan GTL USA: Voluntary Chapter 11 Case Summary GULFCO HOLDING: Appeals Case Dismissal to 3rd Cir. HOLDER GROUP SUNDANCE: Case Summary & 8 Top Unsecured Creditors HOLDER GROUP SUNDANCE: Files for Ch. 11 with $5M in Debt HOMCO REALTY: Files for Bankruptcy; Creditors' Meeting on Feb. 19 IBAHN CORP: Asks Court to Extend Deadline to Remove Suits IMPERIAL CAPITAL: FDIC Settles Fight Over $30-Mil. INDUSTRIAL ENTERPRISES: Judge Keeps Most of Clawback Suit Alive JEMSEK CLINIC: Court Rejects Bids for Sanctions LANGTREE VENTURES: Retains Keen-Summit to Auction Office Building LIGHTSQUARED INC: Judge Dismisses Most of GPS Suit LLS AMERICA: Ch.11 Trustee Wins Judgment Against 685937 BC Ltd LLS AMERICA: Trustee Wins $143,000 Judgment Against Heidi Schulze LLS AMERICA: Trustee Wins C$657,000 Judgment Against Foerstner LLS AMERICA: Trustee Wins Judgment Against Gudrun Foerstner LOCUST HILL FARMS: Case Summary & 6 Largest Unsecured Creditors MAGNESIUM CORP: Rennert Says Dividend Didn't Fund Hamptons Mansion NATIONAL RURAL UTILITIES: Court OKs Sanctions in Exec's Bankruptcy NATROL INC: Seeks March 9 Extension of Plan Filing Date O.W. BUNKER: Asks Court to Extend Deadline to Remove Suits ORBITAL ATK: S&P Raises CCR to 'BB+' on Spin-Off, Merger ORBITAL SCIENCES: S&P Discontinues 'BB+' CCR Over Alliant Deal PAR PHARMACEUTICAL: Moody's Affirms 'B2' Corporate Family Rating PAR PHARMACEUTICAL: S&P Affirms 'B' CCR; Outlook Stable PETSMART INC: S&P Lowers CCR to 'B+' on Private Equity Acquisition PETTERS GROUP: GE Capital Urges Consolidation of Suits PETTERS GROUP: JPMorgan Says Bankruptcy Kill $3.7B Ponzi Suit PHOENIX PAYMENT: Wants Deadline to Remove Suits Moved to May 4 PICACHO HILLS UTILITY: New Mexico Judge Okays Release of Funds PREMIERE HARDWOODS: Case Summary & 20 Largest Unsecured Creditors PROJECT PORSCHE: S&P Lowers CCR to 'CCC+'; Outlook Negative PROSPECT PARK: Asks Court to Extend Deadline to Remove Suits RAAM GLOBAL: S&P Lowers CCR to 'CCC-'; Outlook Remains Negative RADIOSHACK CORP: Cleared to Continue Sales, Tap Bankruptcy Loan RADIOSHACK CORP: Section 341(a) Meeting Scheduled for March 18 RADIOSHACK CORP: Will Shut Down 1,784 Stores RCS CAPITAL: Moody's Continues Review of B2 Corp. Family Rating RESIDENTIAL CAPITAL: UBS, Others Can't Nix Mortgage Loans Suits REVEL AC: IGT to Appeal $95.4-Mil. Sale of Assets to Polo North REVEL AC: Polo North Wants Sale Closing Date Extended REVEL AC: Unsecured Creditors to Get $1.35M in Lender Deal ROCK POINTE: Wash. Developer Hit with $1-Mil. Atty Fee RONALD COHEN: Judgment Creditors Win Ch.11 Case Dismissal ROSEMAN UNIVERSITY: S&P Cuts Series 2012 Bonds Rating to 'BB-' S THOMAS ANDERSON: Involuntary Bankr. Petition v. Judge Nixed SABINE OIL: S&P Discontinues 'B' Corp. Credit RatingCR After Merger SAMUEL WYLY: Judge Won't Revisit $175M Alternate Payout in SEC Case SEVEN COUNTIES: Reorganization Plan Confirmed SKYMALL LLC: Has Authority for Ch. 11 Auction Plan T-L CONYERS: Order Denying MB Financial Stay Relief Affirmed TELECOMMUNICATIONS MANAGEMENT: S&P Affirms 'B' CCR; Outlook Stable TNS INC: S&P Retains 'B+' CCR Following Sale of Gateway Business TOLLENAAR HOLSTEINS: Section 341(a) Meeting Set for March 12 TOLLENAAR HOLSTEINS: Seeks Authority to Use Cash Collateral TOLLENAAR HOLSTEINS: Seeks to Pay Employees' Wages TOLLENAAR HOLSTEINS: Wants Joint Administration of Ch. 11 Cases TRUMP ENTERTAINMENT: NLRB Supports Taj Mahal Workers TS EMPLOYMENT: Seeks March 2 Extension of Schedules Filing Date TURNER GRAIN: Panel Taps Lueken Dilks & Nicholas Wooten as Counsel USF HOLDINGS: S&P Ups Secured Rating to B+ on Revised Deal Terms VISION ONE MANAGEMENT: Voluntary Chapter 11 Case Summary VIVARO CORP: Ch. 11 Judge Trims $50M Leucadia Clawback Suit WASHINGTON MUTUAL: Trust Defeats Challenge to Ch. 11 Warrant Deal WET SEAL: Executes Debtor-in-Possession Financial Agreement WET SEAL: Scores Improved DIP with $5M Added to $20MM Loan WOLF MOUNTAIN: Must Defend Bankruptcy Case From Dismissal XG TECHNOLOGY: Receives Nasdaq Listing Non-Compliance Notice YARWAY CORP: Judge Extends Deadline to Remove Lawsuits YMCA MILWAUKEE: Sells Headquarters to Kendall Breunig [*] $195M Attys' Fees OK'd in LBO Collusion Settlement [*] AlixPartners Announces Managing Director Promotions [*] Asbestos Attys Face Off At Hearing Over Claims Transparency [*] MSRB Says Bank Loan Secrecy Harms Bondholders [*] Ocwen Rejects Hedge Funds' Bond Default Claims [*] SSG Capital Advisors Launches Energy Group ********* A.M. CASTLE: S&P Lowers CCR to 'CCC+' on Unsustainable Debt ----------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Oak Brook, Ill.-based A.M. Castle & Co. to 'CCC+' from 'B-'. The outlook is negative. S&P lowered the rating on the company's 12.75% senior secured notes to 'CCC+' from 'B-'. The recovery rating on the debt remains '3', indicating S&P's expectation for meaningful (50% to 70%) recovery in the event of payment default. The negative outlook reflects S&P's view that weak operating results will persist in 2015, which will pressure the company's liquidity position. S&P also expects very weak credit measures in 2015, with debt to EBITDA above 10x and EBITDA interest coverage below 1x. The outlook also reflects the possibility that liquidity may become "weak" during the next 12 months if the company does not address its capital structure shortcomings. S&P could lower the rating if the company experiences cash burn through the next six months and its asset base continues to shrink, and the company needs to fund operating losses and debt service with available cash and ABL borrowings. In S&P's view, this indicates the possibility that A.M. Castle would use the ABL credit facility at a level where its financial covenant could be triggered. S&P could also lower the rating if A.M. Castle does not address its capital structure shortcomings or S&P considers liquidity to be "weak." An upgrade in the next year is unlikely given S&P's cautious view of operating results through 2015. However, if operations and cash flow improve such that debt to EBITDA decreases to notably less than 10x and EBITDA interest coverage is above 1.25x for a sustained period, and the capital structure becomes sustainable, S&P could consider an upgrade. AGFEED INDUSTRIES: Creditor Says $2.8M Claim Must be Paid Now ------------------------------------------------------------- Law360 reported that an AgFeed Industries Inc. creditor told a Delaware bankruptcy judge that its $2.8 million claim against the hog producer's estate must be paid immediately, saying it shouldn't have to wait while the liquidating trustee pursues an adversary complaint against Hormel Food Corp. According to the report, Claims Recovery Group LLC, which acquired the claim from Hormel, contended that similarly ranked creditors have already received payment under AgFeed's confirmed Chapter 11 plan and no grounds exist for holding up its own recovery. About AgFeed Industries AgFeed Industries, Inc., has 21 farms and five feed mills in China producing more than 250,000 hogs annually. In the U.S., the business included 10 sow farms in three states and two feed mills producing more than one million hogs a year. AgFeed's revenue in 2012 was $244 million. AgFeed and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. The U.S. Trustee has appointed a five-member official committee of unsecured creditors to the Chapter 11 cases. The Creditors' Committee tapped Lowenstein Sandler as lead bankruptcy counsel and Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as the Creditors' Committee's financial advisor. An official committee of equity security holders was also appointed to the Chapter 11 cases. The Equity Committee tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as co-counsel. Jefferies Leveraged Credit Products and Claims Recovery Group are represented by Lawrence J. Kotler, Esq., and Catherine B. Heitzenrater, Esq., at Duane Morris, LLP. ALCO STORES: Seeks April 10 Extension of Plan Filing Date --------------------------------------------------------- Alco Stores, Inc., et al., ask the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, to extend their exclusive plan filing period through and including April 10, 2015, and exclusive solicitation period through and including June 9, 2015. The Debtors tell the Court that they anticipate filing a plan of liquidation by the end of February 2015, and that they are proceeding expeditiously in negotiating the terms of a Chapter 11 plan with their key constituencies. A hearing on the extension motion will be held on March 6, 2015, at 9:30 a.m. (Central Standard Time). About ALCO Stores ALCO Stores, Inc., operates 198 stores in 23 states throughout the central United States. ALCO offers 35,000 items at its stores, which are located at smaller markets usually not served by other regional or national broad line retail chains. The company was founded in 1901 as a general merchandising operation in Abilene, Kansas. ALCO is a public company, and its common stock is quoted on the NASDAQ National Market tier of the NASDAQ Stock Market under the ticker symbol "ALCS." ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas, Texas, on Oct. 12, 2014, with plans to let liquidators conduct store closing sales or sell the business to a going-concern buyer. Judge Stacey G. Jernigan presides over the Chapter 11 cases. The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey Capital, Inc., as financial advisor, and Prime Clerk LLC as claims and noticing agent. Michael Moore has been named consultant to the Debtors. As of July 2014, ALCO Stores had assets totaling $222 million and liabilities totaling $162 million. The bulk of the liabilities was total debt outstanding under a credit facility with Wells Fargo Bank, National Association, of which the aggregate outstanding was $104.2 million as of the Petition Date. The Debtor received court approval to sell some of its real estate along with store leases. The U.S. Trustee for Region 6 appointed seven creditors to serve in the official committee of unsecured creditors of ALCO Stores, Inc. The Law Office of Judith W. Ross serve as local counsel to the Committee. ALSIP ACQUISITION: ComEd Adequate Assurance of Payment OK'd ----------------------------------------------------------- The U.S. Bankruptcy Court approved a stipulation between Alsip Acquisition, LLC, et al., and Commonwealth Edison Company relating to adequate assurance of payment for future utility services. A letter of agreement dated Dec. 15, 2014, is available for free at http://bankrupt.com/misc/Alsip_stipulation_AdequateAssurance.pdf ComEd had previously objected to the Debtors' motion to compel ComEd to continue providing utility services. ComEd had requested the Court to enter an order: 1. denying the utility motion as to ComEd; and 2. awarding ComEd the postpetition adequate assurance of payment. ComEd said that the Debtors' utility motion seeks to shift the Debtors' obligations under Section 366(c)(3) from modifying the amount of the adequate assurance of payment requested by ComEd under Section 366(c)(2) to setting the form and amount of the adequate assurance of payment acceptable to the Debtors. The Debtors sought to have the Court approve their form of adequate assurance of payment, which is a bank account containing $121,313, which purportedly reflects two-weeks of the Debtors' anticipated post-Idle Date (Sept. 5, 2014) utility charges. ComEd provided the Debtors with prepetition utility goods and services and has continued to provide the Debtors with utility goods and services since the Petition Date. About Alsip Acquisition Alsip Acquisition, LLC and APCA, LLC were the leading North American provider of responsibly made recycled paper for books and magazines, as well as for commercial printing and packaging applications. The operational and manufacturing headquarters are located in Alsip, Illinois, and consist of a 40-year-old mill and a leased warehouse in Alsip, Illinois. The mill and warehouse were idled in September 2014 following cash losses. Most of Alsip's stock is owned by FutureMark Holdings, LLC. On Nov. 20, 2014, Alsip Acquisition and APCA each filed petitions seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Judge Kevin J. Carey (KJC). The cases have been jointly administered, with pleadings maintained on the case docket for Case No. 14-12596. The Debtors have tapped Mintz Levin Cohn Ferris Glovsky and Popeo PC as counsel and Pachulski Stang Ziehl & Jones as co-counsel. Epiq Bankruptcy Solutions LLC is the claims and notice agent. As of the Oct. 31, 2014, the Debtors had approximately $7,742,972 of funded indebtedness and related obligations outstanding. The goal of the Debtors is to consummate the sale of the assets to Resolute FP Illinois LLC pursuant to an asset purchase agreement or another bidder pursuant to the bid procedures. In addition, the Debtors intend to vacate their leased locations in Connecticut and New Jersey, liquidate their other assets, and distribute any proceeds pursuant to the claims process established by the Bankruptcy Code. ALSIP ACQUISITION: Sanabe & Associates Okayed as Investment Banker ------------------------------------------------------------------ The U.S. Bankruptcy Court entered an order authorizing Alsip Acquisition, LLC, et al., to employ Sanabe & Associates, LLC as investment banker. The Official Committee of Unsecured Creditors filed a limited objection to the application stating that the success fee and terms of retention were not reasonable and must not be approved unless modified. According to the Committee, Sanabe must either be retained under Section 327 of the Bankruptcy Code or, if retained under Section 328 of the Bankruptcy Code, its proposed compensation must be subject to review in light of the actual services rendered and the result obtained by Sanabe at the conclusion of the chapter 11 cases or such time that Sanabe brings its final application for compensation. As reported in the Troubled Company Reporter on Dec. 2, 2014, the Debtors initially employed Sanabe on May 20, 2014, to act as investment banker in connection with a potential sale transaction. Since that date, Sanabe has been providing the Debtors with financial and market-related advice and assistance in furtherance of the sale transaction. As part of its prepetition engagement, the Debtors paid an initial retaining payment of $50,000, with a monthly retainer of $25,000 per month thereafter, starting on Aug. 1, 2014. Collectively, these retainer payments have totaled $150,000. The Debtors sought to continue to employ Sanabe as their exclusive investment banker in conjunction with the possible sale transaction. Sanabe's advice would relate to the following: (a) working with the Debtors' management in developing a strategy with regard to the sale transaction; (b) preparing and presenting a list of potential purchasers to the Debtors for the Debtors' review; (c) contacting potential purchasers, both strategic and financial, to solicit their interest in a sale transaction; (d) coordinating the creation and maintenance of a data room of information provided by the Debtors, the costs of which will be charged directly to the Debtors; (e) preparing, with the assistance of the Debtors, management presentations to selected purchasers; (f) advising the Debtors in their negotiations regarding the sale transaction, including, if necessary, evaluating indications of interest and offers received and negotiating a definitive agreement; (g) coordinating with the Debtors' legal counsel regarding matters related to the closing of a transaction, and other advice as may be requested by the Debtors; and (h) taking all necessary steps and providing services appropriate to the Debtors' efforts to maximize the value of their assets and estates. Sanabe will be paid a non-refundable retainer of $25,000 per month, and a success fee equal to 4% of the transaction value at the closing of a sale transaction. The firm will also be paid a fee equal to 25% of the amount of the success fee, with respect to any fairness opinion requested in writing by the Debtors. The firm will also be reimbursed for its reasonable out-of-pocket expenses. Jonathan I. Mishkin, founder and manager partner of Sanabe & Associates, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Alsip Acquisition Alsip Acquisition, LLC and APCA, LLC were the leading North American provider of responsibly made recycled paper for books and magazines, as well as for commercial printing and packaging applications. The operational and manufacturing headquarters are located in Alsip, Illinois, and consist of a 40-year-old mill and a leased warehouse in Alsip, Illinois. The mill and warehouse were idled in September 2014 following cash losses. Most of Alsip's stock is owned by FutureMark Holdings, LLC. On Nov. 20, 2014, Alsip Acquisition and APCA each filed petitions seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Judge Kevin J. Carey (KJC). The cases have been jointly administered, with pleadings maintained on the case docket for Case No. 14-12596. The Debtors have tapped Mintz Levin Cohn Ferris Glovsky and Popeo PC as counsel and Pachulski Stang Ziehl & Jones as co-counsel. Epiq Bankruptcy Solutions LLC is the claims and notice agent. As of the Oct. 31, 2014, the Debtors had approximately $7,742,972 of funded indebtedness and related obligations outstanding. The goal of the Debtors is to consummate the sale of the assets to Resolute FP Illinois LLC pursuant to an asset purchase agreement or another bidder pursuant to the bid procedures. In addition, the Debtors intend to vacate their leased locations in Connecticut and New Jersey, liquidate their other assets, and distribute any proceeds pursuant to the claims process established by the Bankruptcy Code. AMERICAN AIRLINES: Strikes Deal with EPA Over $39M Superfund Claim ------------------------------------------------------------------ Law360 reported that bankrupt AMR Corp. will pay only $1.7 million to resolve a $39 million U.S. Environmental Protection Agency claim for Superfund cleanup costs at a California landfill, according to a proposed settlement filed in New York bankruptcy court. The report said the agreement would release the EPA's claim against the ex-parent company of American Airlines Inc., while allowing an unsecured claim for $1.67 million by a steering committee for Operating Industries Inc., which managed the landfill located in Los Angeles County. About American Airlines AMR Corp. and its subsidiaries including American Airlines filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost- cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so- called U.S. legacy airlines to seek court protection from creditors. It was the third largest airline in the United States at the time of the bankruptcy filing. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan to exit bankruptcy through a merger with US Airways. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. Judge Sean Lane confirmed the Plan despite the lawsuit filed by the U.S. Department of Justice and several states' attorney general complaining that the merger violates antitrust laws. In November 2013, AMR and the U.S. Justice Department a settlement of the anti-trust suit. The settlements require the airlines to shed 104 slots at Reagan National Airport in Washington and 34 at LaGuardia Airport in New York. AMR stepped out of Chapter 11 protection after its $17 billion merger with US Airways was formally completed on Dec. 9, 2013. * * * The Troubled Company Reporter, on Sep. 2, 2014, reported that Standard & Poor's Ratings Services revised its rating outlooks on American Airlines Group Inc. (AAG) and its subsidiaries American Airlines Inc. and US Airways Inc. to positive from stable. At the same time, S&P affirmed its ratings on the companies, including the 'B' corporate credit ratings. The TCR, on Sept. 22, 2014, reported that Standard & Poor's Ratings Services assigned its 'A (sf)' issue rating to American Airlines Inc.'s series 2014-1 class A pass-through certificates, which have an expected maturity of Oct. 1, 2026. At the same time, S&P assigned its 'BBB- (sf)' issue rating to the company's series 2014-1 class B pass-through certificates, which have an expected maturity of Oct. 1, 2022. The final legal maturity dates will be 18 months after the expected maturity dates. American Airlines is issuing the certificates under a Rule 415 shelf registration. The TCR, on the same day, reported that Moody's Investors Service assigned a B3 (LGD5) rating to the $500 million of new five year unsecured notes that American Airlines Group Inc. ("AAG") offered for sale earlier. Its subsidiaries, American Airlines, Inc. ("AA"), US Airways Group, Inc. and US Airways, Inc. will guarantee AAG's payment obligations under the indenture on a joint and several basis. Moody's Corporate Family rating of AAG is B1 with a stable outlook. The TCR also reported that Fitch Ratings has assigned a rating of 'B+/RR4' to the $500 million unsecured notes to be issued by American Airlines Group Inc. The Issuer Default Ratings (IDR) for American Airlines Group Inc., American Airlines, Inc., US Airways Group, Inc., and US Airways, Inc. remain unchanged at 'B+' with a Stable Outlook. The TCR, on Oct. 16, 2014, reported that Moody's upgraded its ratings assigned to the Series 2001-1 Enhanced Equipment Trust Certificate ("2001 EETCs") of American Airlines, Inc.: A-tranche to B2 from Caa1, B-tranche to Caa3 from Ca and C-tranche to Caa3 from Ca. Moody's also affirmed all of its other ratings assigned to American Airlines Group Inc. ("AAG"), including the B1 Corporate Family and B1-PD Probability of Default ratings, and of American Airlines, Inc. ("AA") and US Airways Group, Inc. and its subsidiaries, US Airways, Inc. and America West Airlines, Inc. The outlook is stable and the Speculative Grade Liquidity Rating of SGL-1 is unchanged. American Airlines Group Inc. guarantees American Airlines obligations of the 2001 EETCs. AMFIN FINANCIAL: FDIC Wants High Court to Nix $170MM Tax Refund Row ------------------------------------------------------------------- Law360 reported that the Federal Deposit Insurance Corp. says that the U.S. Supreme Court should uphold a Sixth Circuit decision that rescinded a $170 million tax refund granted to the bankruptcy estate of AmFin Financial Corp. because of an ambiguity in the holding company's tax-sharing agreement. According to the report, in July, the Sixth Circuit asked a lower court to re-evaluate whether AFC's tax sharing agreement entitles it to tax refunds generated by its commercial banking arm AmTrust Bank. About AmTrust Financial AmTrust Financial Corp. was the owner of the AmTrust Bank. AmTrust was the seventh-largest holder of deposits in South Florida, with $4.7 billion in deposits and 21 branches. In November 2008, the Office of Thrift Supervision issued a cease and desist order requiring AmTrust to improve its capital ratios. AmTrust Financial, together with affiliates that include AmTrust Management Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ohio Case No. 09-21323) on Nov. 30, 2009. The debtor subsidiaries include AmFin Real Estate Investments, Inc., formerly AmTrust Real Estate Investments, Inc. (Case No. 09-21328). G. Christopher Meyer, Esq., Christine M. Piepont, Esq., and Sherri L. Dahl, Esq., at Squire Sanders & Dempsey (US) LLP, in Cleveland, Ohio; and Stephen D. Lerner, Esq., at Squire Sanders & Dempsey (US) LLP, in Cincinnati, Ohio, served as counsel to the Debtors. Kurtzman Carson Consultants served as claims and notice agent. Attorneys at Hahn Loeser & Parks LLP serve as counsel to the Official Committee of Unsecured Creditors. AmTrust Management estimated $100 million to $500 million in assets and debts in its Chapter 11 petition. AmTrust Bank was not part of the Chapter 11 filings. On Dec. 4, 2009, AmTrust Bank was closed by regulators and the Federal Deposit Insurance Corporation was named receiver. New York Community Bank, in Westbury, New York, assumed all of the deposits of AmTrust Bank pursuant to a deal with the FDIC. AmTrust, nka AmFin Financial Corp., obtained confirmation of its Amended Joint Plan of Reorganization on Nov. 3, 2011. The plan was declared effective in December 2011. AMPAM RIGGS: Nat'l Union Shakes Bid for $1M Excess Coverage ----------------------------------------------------------- Law360 reported that a California federal judge ruled that a home developer seeking more than $1 million in defense costs for suits over allegedly defective plumbing systems hadn't shown whether all policies issued to a then-bankrupt plumbing contractor had been exhausted, granting excess insurer National Union Fire Insurance Co. of Pittsburgh, Pa.'s motion for summary judgment. According to the report, U.S. District Judge James V. Selna said that Del Webb Communities Inc. couldn't prove that a bankruptcy court order issued to plumbing company AMPAM Riggs Plumbing Inc., which had performed work for Del Webb. The case is Del Webb Communities Inc. et al v. Arch Insurance Company et al., Case No. 8:13-cv-01767 (C.D. Calif.), before Judge James V. Selna. ARCHDIOCESE OF ST. PAUL: Taps Meier Kennedy as Special Counsel -------------------------------------------------------------- The Archdiocese of Saint Paul and Minneapolis seeks approval from the Bankruptcy Court to employ its existing corporate counsel, Meier, Kennedy & Quinn, Chartered, as its special non-bankruptcy ongoing operations (ordinary course) counsel. MKQ has served as outside general counsel for the Archdiocese for over 50 years and is well informed about legal matters pertaining to The Archdiocese. The Archdiocese desires to continue to retain MKQ and believes that the best interests of its estate would be served by retaining MKQ. MKQ has not and will not represent or assist The Archdiocese in carrying out its duties as debtor-in-possession in Chapter 11, and will not be involved in the administration of the Chapter 11 case or play a role in advising the Archdiocese on the legal aspects of the reorganization. The Debtor has requested the services of MKQ to act as special non-bankruptcy ongoing-operations (ordinary course) counsel regarding issues relating to the Archdiocese's ongoing operations for which MKQ is already counsel to the Archdiocese, but are otherwise unrelated to the Chapter 11 case. These matters include corporate governance and other corporate matters, parish consolidation, Catholic school closure and merger, religious immigration, clergy and lay employee pension and benefits work involving "Church" plans unrelated to bankruptcy issues, non-bankruptcy contract review and negotiation, Catholic cemetery law, Catholic school law, constitutional law issues related to employment and real estate matters, real estate, employment matters and non-bankruptcy litigation (other than victim claim or insurance-related litigation and to the extent such litigation is not stayed by the bankruptcy court), for which MKQ represented the Archdiocese prior to the Petition Date. MKQ's representation relative to these ongoing matters will not relate to the Chapter 11 case. MKQ has agreed to be compensated in accordance with the provisions set forth in Section 330 of the Bankruptcy Code and will apply to the Court for allowance of compensation and reimbursement of expenses in accordance with the applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Bankruptcy Rules, the Court's Instructions for Filing a Chapter 11 Case and orders of the Court. Compensation to MKQ will be based on the hourly rates of the attorneys representing the Debtor, plus reimbursement of actual, necessary expenses. The current hourly billing rates charged by MKQ attorneys expected to provide services to the Debtor are as follows: Hourly Rate ----------- Thomas B. Wieser $290 Charles M. Bichler $290 John C. Gunderson $225 Jennifer R. Larimore $225 Samuel Nelson $225 Leo H. Dehler (Of Counsel) $290 All fees and costs for MKQ incurred prior to the Petition Date have been paid by The Archdiocese from operating funds. In the 90-day period prior to the Petition Date, the Archdiocese paid MKQ the sum of $102,600 in the ordinary course of business in connection with services unrelated to the bankruptcy matter. Thomas B. Wieser, president of MKQ, attests that the firm does not hold or represent an interest adverse to the Archdiocese's estate with respect to the matters of which it is to be employed. A hearing on the application is slated for Feb. 19, 2015, at 9 a.m. 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 disclosed $45,203,010 in assets and $15,890,460 in liabilities as of the Chapter 11 filing. 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. ATP OIL: $1M Settlement Denied in Gulf Oil Discharge Suit --------------------------------------------------------- Law360 reported a Louisiana federal judge denied a proposed $1 million settlement over allegations a unit of bankrupt ATP Oil & Gas Corp. violated federal environmental laws by secretly discharging oil and chemicals into the Gulf of Mexico, questioning whether the penalty is too small. According to the report, U.S. District Judge Nannette Jolivette Brown said in her ruling that ATP Infrastructure Partners LP could be liable for a far greater penalty under the Clean Water Act, noting the suit alleges oil discharges occurred daily from October 2010. The case is United States of America v. ATP Oil & Gas Corporation et al., Case No. 2:13-cv-00262 (E.D. La.), before Judge Nannette Jolivette Brown. About ATP Oil Houston, Texas-based ATP Oil & Gas Corporation is an international offshore oil and gas development and production company focused in the Gulf of Mexico, Mediterranean Sea and North Sea. ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP, serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt, APC serve as special counsel. Opportune LLP is the financial advisor and Jefferies & Company is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. ATP disclosed assets of $3.6 billion and $3.5 billion of liabilities as of March 31, 2012. Debt includes $365 million on a first-lien loan where Credit Suisse AG serves as agent. There is $1.5 billion on second-lien notes with Bank of New York Mellon Trust Co. as agent. ATP's other debt includes $35 million on convertible notes and $23.4 million owing to third parties for their shares of production revenue. Trade suppliers have claims for $147 million, ATP said in a court filing. An official committee of unsecured creditors has been appointed in the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley & McCloy, in New York, represents the Creditors Committee as counsel. A seven-member panel of equity security holders has also been appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio, Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel to the Equity Committee. ATP OIL: US Tells Judge to Ignore Objections, OK Deal ----------------------------------------------------- Law360 reported that the federal government urged a Texas bankruptcy judge to overrule creditors' objections and approve a settlement releasing bankrupt ATP Oil and Gas Corp. from a $61 million administrative claim in exchange for dropping a $70 million claim against the government for lost profits following a post-Deepwater Horizon drilling moratorium. According to the report, in a motion to compromise controversy with the U.S., through the U.S. Department of the Interior and the U.S. Environmental Protection Agency, ATP's Chapter 7 trustee, Rodney Tow, asked the judge in December to approve the settlement. About ATP Oil Houston, Texas-based ATP Oil & Gas Corporation is an international offshore oil and gas development and production company focused in the Gulf of Mexico, Mediterranean Sea and North Sea. ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP, serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt, APC serve as special counsel. Opportune LLP is the financial advisor and Jefferies & Company is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. ATP disclosed assets of $3.6 billion and $3.5 billion of liabilities as of March 31, 2012. Debt includes $365 million on a first-lien loan where Credit Suisse AG serves as agent. There is $1.5 billion on second-lien notes with Bank of New York Mellon Trust Co. as agent. ATP's other debt includes $35 million on convertible notes and $23.4 million owing to third parties for their shares of production revenue. Trade suppliers have claims for $147 million, ATP said in a court filing. An official committee of unsecured creditors has been appointed in the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley & McCloy, in New York, represents the Creditors Committee as counsel. A seven-member panel of equity security holders has also been appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio, Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel to the Equity Committee. B. ENDEAVOUR SHIPPING: Recognition Hearing Set for March 5 ---------------------------------------------------------- The hearing to consider approval of Peter Kubik and Andrew Andronikou's petition for recognition of B. Endeavour Shipping Company Limited's insolvency proceeding in the United Kingdom as a "foreign main proceeding" under Chapter 15 of the U.S. Bankruptcy Code will be held on March 5, 2015, at 9:45 a.m. About B. Endeavour B. Endeavour Shipping Company is a company incorporated in Cyprus whose sole asset is a 62,000 deadweight tonnage Panamax Tanker named "Ice Base," valued at approximately $28.1 million. Ice Base transports liquid natural gas and oil and operates principally in the territorial waters of the United States, including New York harbor. B. Endeavour is a unit of Baltic Tankers Holding Ltd., which owns five other Cyprus companies, each of which owns a 37,000 DWT product carrier that operates principally in the waters of Europe and the Baltic area. Baltic Tankers is owned by Northsea Base Investment (NSBI). Hamilton Corporation, NSBI's sole shareholder, is owned by certain family trusts. Marine Cross Services Limited, a London-based shipping agent, handles day-to-day financial administration and management. On Jan. 15, 2015, B. Endeavour and its five affiliates were placed into administration in London, England after defaulting on debt to BNP Paribas S.A. Peter Kubik and Andrew Andronikou of UHY Hacker Young LLP, were appointed joint administrators. Felicity Toube QC serves as counsel. The joint administrators on Feb. 3, 2015, filed a Chapter 15 bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-10246) for B. Endeavour in Manhattan, in New York, to seek U.S. recognition of the UK proceeding. Judge Robert E. Gerber presides over the case. Geoffrey T. Raicht, Esq., at Proskauer Rose LLP, serves as counsel in the U.S. case. BATE LAND & TIMBER: BLC Wants Ch. 11 Trustee or Conversion ---------------------------------------------------------- Bate Land Company, LP ("BLC") is asking the Bankruptcy Court to enter an order appointing a chapter 11 trustee in the case filed by Bate Land & Timber, LLC, or, in the alternative, an order converting the case to one under chapter 7 of the Bankruptcy Code. "In this case, the Debtor's conveyance of eight tracts of land to BLC has not been approved by this Court, was done without notice or hearing, is in direct violation of the Bankruptcy Code, and therefore constitutes cause to appoint a chapter 11 trustee," Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., counsel to BLC tells the Court. On Jan. 15, 2015, the Court entered an Order, regarding the Amended Plan, which provided as: (1) the debtor has satisfied the requirements of Sec. 1129(a); (2) the fair market value of the Broad Creek tract is $3,143,000 and the fair market value of the Bay River/Smith Creek tract is $5,700,000; (3) the allowed secured claim of BLC is between $14,931,823.06 and $15,411,284.12; (4) the court cannot determine whether the plan complies with Sec. 1129(b) until the debtor identifies additional tracts to surrender and/or opts to amortize the remaining amount of the secured claim of BLC; (5) the motion for relief from stay is denied, and (6) a hearing will be scheduled to determine the amount of BLC's secured claim. BLC's counsel relates that between 24 hours and one week of the filing of the Order, unbeknownst to BLC, the Debtor took the following actions, which were neither authorized, nor approved by, the Court: A. On or about Jan. 16, 2015, the Debtor executed a Ratification of Prior Special Warranty Deed (the "Ratification"), which was subsequently filed on January 16, 2015, in Book 598, Page 439 of the Pamlico County Registry, which ratified the prior Prepetition Special Warranty Deed that was set aside by this Court pursuant to its Deed Order entered on December 4, 2013. B. On or about Jan. 16, 2015, the Debtor executed a Non- Warranty Deed, which was subsequently filed in Book 598, Page 443 of the Pamlico County Registry (the "Pamlico Non- Warranty Deed"), under which the Debtor purportedly conveyed two tracts of real property—commonly referred to as Broad Creek and Bay-River/Smith Creek—to BLC "in full or partial satisfaction of the debt owed . . . pursuant to the Order[.]" C. On or about Jan. 21, 2015, and on behalf of the Debtor, OFC electronically submitted a Non-Warranty Deed that was subsequently recorded in Book 3330, Page 744 of the Craven County Registry (the "Craven Non-Warranty Deed"), under which the Debtor purports to convey a tract of real property, containing 348.58 acres +/- and located in Craven County, North Carolina, PIN 7-102-001—commonly referred to as "Laura Williams"—to BLC "in full or partial satisfaction of the debt owed . . . pursuant to the Order[.]" D. On or about Jan. 21, 2015, and on behalf of the Debtor, OFC electronically submitted a Non-Warranty Deed that was subsequently recorded in Book 598, Page 503 of the Pamlico County Registry (the "Pamlico Multi-Tract Non-Warranty Deed"), under which the Debtor purports to convey the following tracts of real property located in Pamlico County to BLC "in full or partial satisfaction of the debt owed . . . pursuant to the Order[:]" I. Harold H. Bate Tract # 62 (New River Wood Corporation), PIN K06-51, containing 111.81 +/- acres. II. Harold H. Bate Tract #57.1 (Silverthorne), PIN L08-19, containing 155.83 +/- acres. III. Harold H. Bate Tract #42 (Silverthorne), PIN K06-52, containing 63.36 +/- acres. IV. Harold H. Bate Tract #8 (Messick), PIN I08-28, containing 63.36 +/- acres. E. On or about Jan. 21, 2015, the Debtor submitted a Non- Warranty Deed that was subsequently recorded in Book 1863, Page 193 of the Beaufort County Registry (the "Beaufort Non-Warranty Deed"), under which the Debtor purports to convey a tract of real property, containing 167.5 +/- acres in Beaufort County, North Carolina, PIN 7-102-001—commonly referred to as "Louise McCotter"—to BLC "in full or partial satisfaction of the debt owed . . . pursuant to the Order[.]" According to Mr. Stubbs, the Debtor's conduct was not authorized by the Court's Jan. 15, 2015 Order, as the Order specifically declined to confirm the Debtor's Plan, instead inviting the Debtor to designate additional properties it wished to surrender, or establish the amount of debt it wished to amortize. Nothing in the order authorized the Debtor to convey any property to BLC. As a result of this conveyance, the Debtor has conveyed estate property which the Court determined has a fair market value of $8,843,000, plus six additional tracts that the Court did not value, that may have a total fair market value between $910,000 and $6,310,000, based on the appraisals presented by BLC and the Debtor at the hearings on confirmation of the Debtor's Plan. BLC asserts that the Debtor's blatant violation of the Bankruptcy Code shows that the Debtor is no longer trustworthy when dealing with property of the estate or compliance with the rules all debtors must live by when in chapter 11. In the alternative, BLC wants the cases converted to Chapter 7 liquidation. Mr. Stubbs notes that the Post-petition Conveyances were contrary to the Bankruptcy Code, specifically Sections 363 and 549, any variation of the Amended Plan proposed by the Debtor would not comply with Sec. 1129(a)(2), which requires that "[t]he proponent . . . compl[y] with the applicable provisions of this title." 11 U.S.C. Sec. 1129(a)(2). As a result, he continues, there is no prospect of reorganization, which demonstrates the Debtor's inability to effectuate a plan of reorganization under Sec. 1112(b)(4)(M). BLC is represented by: STUBBS & PERDUE, P.A. Trawick H. Stubbs, Jr., Esq. Laurie B. Biggs, Esq. Joseph Z. Frost, Esq. 9208 Falls of Neuse Road, Suite 201 Raleigh, North Carolina 27615 Tel: (919) 870-6258 Fax: (919) 870-6259 E-mail: tstubbs@stubbsperdue.com lbiggs@stubbsperdue.com jfrost@stubbsperdue.com About Bate Land & Timber Willotte, North Carolina-based Bate Land & Timber, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 13-04665) on July 25, 2013. Judge Stephani W. Humrickhouse oversees the Chapter 11 case. The Debtor, in amended schedules, disclosed $53,477,624 in assets and $74,162,211 liabilities as of the Chapter 11 filing. The petition was signed by Brad Cheers, manager. The Bankruptcy Administrator for the Eastern District of North Carolina was unable to organize and recommend the appointment of a committee of creditors holding unsecured claims against the Debtor. BAYOU SHORES: U.S. Appeal of Ch. 11 Plan Lives On ------------------------------------------------- Law360 reported that a Florida federal judge denied a nursing home's motion to dismiss consolidated appeals challenging its Chapter 11 plan filed by U.S. health care regulators, and denied an emergency motion from the government to stay the bankruptcy plan. According to the report, U.S. District Judge James S. Moody Jr. ruled that his Jan. 6 order affirming the Florida Agency for Health Care Administration's motion to consolidate two appeals against Bayou Shores SNF LLC rendered their attempt to dismiss the suits moot. The Troubled Company Reporter previously reported that Bayou Shores SNF LLC, which operates a Florida nursing home targeted for lapses in patient care, said that U.S. health regulators' appeal of its Chapter 11 plan should be dismissed, saying the issues presented are moot since the plan has been confirmed and substantially consummated. The nursing home said in a motion before the U.S. District Court for the Middle District of Florida that the Jan. 9 effective date of its bankruptcy plan invalidates controversies over Medicare and Medicaid provider agreements, and any change over the agreements could harm residents. U.S. Bankruptcy Judge Michael Williamson in Florida said bankruptcy law does not prohibit state regulators from exercising regulatory powers by revoking a nursing home's license or refusing to renew it despite previously saving the same nursing home from being closed by the federal Medicare and Medicaid programs. Judge Williamson explained the diverging results, saying the federal regulators were only trying to stop funding. The state, by terminating the license, intends to exercise regulatory powers, the judge said. Judge Williamson has allowed the Florida nursing home to implement its reorganization plan unless a federal district judge intercedes on behalf of the federal Medicare and Medicaid programs. Medicare and Medicaid appealed plan approval, on top of a pending appeal from an order compelling continuation of funding. The district court case is Agency for Health Care Administration v. Bayou Shores SNF LLC, Case No. 8:14-cv-02816 (M.D. Fla.), before Judge James S. Moody, Jr. About Bayou Shores Bayou Shores SNF LLC, c/o Rehabilitation Center of St. Petersburg, filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 14-09521) on Aug. 15, 2014, in Tampa. Elizabeth A Green, Esq., at Baker & Hostetler LLP, serves as the Debtor's counsel. In its petition, the Debtor estimated assets and liabilities of $1 million to $10 million. The petition was signed by Tzvi Bogomilsky, managing member. The Troubled Company Reporter, on Jan. 13, 2015, reported that the Rehabilitation Center of St. Petersburg nursing home has emerged from bankruptcy -- despite protests from Medicare officials -- after a bankruptcy judge agreed it fixed record-keeping and patient care problems. BERNARD L. MADOFF: Ex-Aide Slams Feds' "Godfather" Remark --------------------------------------------------------- Law360 reported that former Bernie Madoff aide Daniel Bonventre urged a Second Circuit panel to let him remain free on bail while he appeals his conviction and 10-year prison sentence over the historic Ponzi scheme, arguing in part that a prosecutor had unfairly compared him and other defendants to characters in "The Godfather." According to the report, during oral arguments in Manhattan court, defense attorney Andrew Frisch said the government had failed to prove during a six-month trial that Bonventre and four other former Madoff aides knew about the fraud. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. The fifth pro rata interim distribution slated for Jan. 15, 2015, will total $322 million and will bring the amount distributed to eligible claimants to approximately $7.2 billion, which includes more than $822.5 million in advances committed to the SIPA Trustee for distribution to allowed claimants by the SIPC. As of Nov. 30, 2014, the SIPA Trustee has recovered or reached agreements to recover approximately $10.5 billion since his appointment in December 2008. BINDER & BINDER: U.S. Trustee Trims Credtiors Panel to 4 Members ---------------------------------------------------------------- William K. Harrington, United States Trustee for Region 2, pursuant to Sections 1102(a) and (b) of title 11, United States Code, on Jan. 30, 2015, served a notice of appointment of the reconstituted Official committee of unsecured creditors of Binder & Binder -- The National Social Security Disability Advocates (NY), LLC, et al. and affiliated debtors. The new list of Committee members no longer includes Stellus Capital Investment Corporation. The reconstituted panel has these members: 1. United Service Workers Union Local 455 IUJAT & Related Funds Attn: Vincent Dippolito 138-50 Queens Boulevard Briarwood, NY 11435 Tel: (718) 658-4848 ext. 1255 Fax: (718) 523-4732 2. T&G Industries, Inc. Attn: Edmund J. Carroll, CFO/COO 120 Third Street Brooklyn, NY 11231 Tel: (718) 237-0060 E-mail: ecarroll@tgioa.com 3. WB Mason Co. Attn: Lisa Fiore, Recovery Specialist 59 Centre Street Brockton, MA 02301 Tel: (508) 436-8365 E-mail: Lisa.Fiore@WBMason.com 4. Teaktronics, Inc. Attn: Roger Zheng, vice president 220 Jericho Turnpike Mineola, NY 11501 Tel: (516) 741-8001 Fax: (516) 741-8002 E-mail: rogerz@teaktronics.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. A four-member panel serves as Official Committee of Unsecured Creditors in the Debtors' cases. BRIAR'S CREEK GOLF: Files for Ch. 11 with $37M Debt --------------------------------------------------- Briar's Creek Golf, LLC, sought Chapter 11 protection (Bankr. D. S.C. Case No. 15-00712) in Charleston, South Carolina, on Feb. 9, 2015. The Debtor owns The Golf Club at Briar's Creek, in Johns Island, South Carolina. The Debtor disclosed that the property's value is unknown and the property secures $6.74 million of debt. Secured creditors Edward L. Myrick Sr. and South Coast Community Bank are owed $3.89 million and $2.85 million. The Debtor filed its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property Unknown B. Personal Property $1,564,073 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $6,741,724 E. Creditors Holding Unsecured Priority Claims $129,936 F. Creditors Holding Unsecured Non-priority Claims $30,235,738 ----------- ----------- TOTAL $1,564,073 $37,107,398 A copy of the schedules filed together with the petition is available for free at: http://bankrupt.com/misc/scb15-00712_SAL.pdf The deadline for filing claims by governmental entities is Aug. 10, 2015. G. William McCarthy, Jr., Esq., in Columbia, South Carolina, serves as counsel. BRIAR'S CREEK GOLF: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Briar's Creek Golf, LLC dba The Golf Club at Briar's Creek 4000 Briar's Creek Lane John's Island, SC 29455 Case No.: 15-00712 Chapter 11 Petition Date: February 9, 2015 Court: United States Bankruptcy Court District of South Carolina (Charleston) Debtor's Counsel: G. William McCarthy, Jr., Esq. MCCARTHY LAW FIRM, LLC 1517 Laurel Street (29201) PO Box 11332 Columbia, SC 29211-1332 Tel: (803) 771-8836 Fax: 803-753-6960 Email: bmccarthy@mccarthy-lawfirm.com Estimated Assets: $10 million to $50 million Total Liabilities: $37.1 million The petition was signed by Michael S. Martin, member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. BUILDING #19: Creditors Committee's Lawyer Sets Up Own Law Firm --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Building #19, Inc. and its affiliated debtors seeks approval from the Bankruptcy Court to retain the law firm Jeffrey D. Sternklar LLC ("JDSLLC") and Jeffrey D. Sternklar as its counsel in connection with the Debtors' Chapter 11 cases, nunc pro tunc to January 12, 2015. On Nov. 14, 2013, pursuant to Section 1103(a) of the Bankruptcy Code, the Committee selected Duane Morris LLP to serve as its counsel. By order of the Court dated Dec. 11, 2013, the Court authorized the Committee to retain Duane Morris as its general counsel in the case nunc pro tunc to Nov. 14, 2013. Duane Morris provided legal services and representation to the Committee pursuant to the DM Retention Order continuously since Nov. 14, 2013. The attorney at Duane Morris principally responsible for providing services to the Committee was Jeffrey D. Sternklar. Mr. Sternklar was a partner at Duane Morris at all relevant times. Mr. Sternklar withdrew as a partner from Duane Morris as of Jan. 9, 2015, and now now practices law at JDSLLC. Mr. Sternklar's hourly billing rate at JDSLLC is $400, which is almost half the billing rate charged by Duane Morris for Mr. Sternklar's time in 2015. While Mr. Sternklar's hourly rate may be subject to periodic adjustments (typically as of Jan. 1 of each calendar year) to reflect economic and other conditions, the Committee nevertheless anticipates that the costs of Mr. Sternklar's services will be reduced substantially from the costs incurred for Mr. Sternklar's services at Duane Morris. It is possible that Mr. Sternklar may use the services of a paralegal or assistant in this case. Mr. Sternklar intends to charge the hourly rate of $200 for the services of the paralegal. Mr. Sternklar attests that he and JDSLLC do not represent and do not hold any interest adverse to the Debtor's estate or its creditors in the matters upon which he is to be engaged. About Building #19, Inc. Building #19, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on Nov. 1, 2013 (Bankr. D. Mass. Case No. 13-16429). The other debtors are (a) Paperworks #19, Inc., Case No. 13-16430; (b) Beth's Basics, Inc., Case No. 13-16433; (c) Furniture #19, Inc., Case No. 13-16431; (d) PB&J Kids #19, Inc., Case No. 13-16434; and (e) Footwear #19 Plus, Inc. Case No. 13-16432. Donald Ethan Jeffery, Esq., and Harold B. Murphy, Esq., at Murphy & King, Professional Corporation, in Boston, Massachusetts, serve as the Debtors' bankruptcy counsel. The Tron Group, LLC, serve as their financial advisers. The U.S. Trustee for Region 1 appointed five members to the official committee of unsecured creditors. Newburg & Company LLP is the financial advisors to the Committee. CACHE INC: Court Issues Joint Administration Order -------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware issued an order authorizing joint administration for procedural purposes only the Chapter 11 cases of Cache, Inc., Cache of Las Vegas, Inc., and Cache of Virginia, Inc., under lead case no. 15-10172. About CACHE Inc. Cache, Inc., operates 236 women's apparel specialty stores under the trade name "Cache." On Dec. 4, 2014, New York-based Cache announced that it has received an inquiry from a third party regarding a potential sale of the Company. Cache, Inc., and its two affiliates sought protection under Chapter 11 of the Bankruptcy Code on Feb. 4, 2015 (Bankr. D.Del. Lead Case No. 15-10172). The case is assigned to Judge Mary F. Walrath. The Debtors are represented by Laura Davis Jones, Esq., Peter J. Keane, Esq., and Colin R. Robinson, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. The Debtors' restructuring advisors is FTI Consulting Inc., while their investment banker and financial advisor is Janney Montgomery Scott LLC. Thompson Hine represents the Debtors in corporate and securities matter, while Jackson Lewis P.C. represents the Debtors in employment matters. The Debtors' communications services provider is Epiq Systems, Inc., while their noticing and claims management services provider is Kurtzman Carson Consultants. A&G Realty Partners, LLC, serves as the Debtors' real estate consultants. The Debtors had total assets of $53.7 million and total liabilities of $51.1 million as of Sept. 27, 2014. CAESARS ENTERTAINMENT: External Panel to Rule on Default Insurance ------------------------------------------------------------------ Sridhar Natarajan at Insurance Journal reports that a three- person external review panel will decide whether investors who purchased default insurance should get paid from contracts that expired almost a month before Caesars Entertainment Operating Company, Inc., filed for Chapter 11 bankruptcy. Insurance Journal relates that the suspension of payments on a portion of the debt obligations due on Dec. 15, 2014, has called into question the fate of credit-default swaps that were set to expire during the interim period. The Panel, says Insurance Journal, will determine whether payouts were triggered in December, which would ensure payment for holders of swaps expiring on Dec. 20 along with the rest of the contracts. According to Insurance Journal, the Panel has been called on to deliver a ruling after a committee of bond traders that determines the cases failed to deliver a conclusive ruling. Insurance Journal quoted CreditSights Inc. analyst Chris Snow as saying, "The bankruptcy triggered all the CDS that expired post- December without any controversy. Now everyone's just waiting to see what happens on those December swaps." 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. 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. 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. 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: Swaps Payout Denied by ISDA Panel -------------------------------------------------------- Sridhar Natarajan, writing for Bloomberg News, reported that a three-person review panel appointed by the International Swaps & Derivatives Association denied payouts on contracts tied to Caesars Entertainment Corp. that expired before the casino operator's largest unit filed for bankruptcy in January. According to Bloomberg, the arbitration board ruled that a so-called "failure to pay" credit event had not been triggered prior to Dec. 20, the day the credit-default swaps in question expired, by the company's decision earlier that week to skip debt payments. Law360 reported that the ISDA released four briefs filed on both sides of the question of whether CEOC triggered some $1.7 billion in credit-default swaps by failing to pay junior bondholders in December. According to Law360, Boies Schiller & Flexner LLP and Stroock Stroock & Lavan LLP each filed a brief arguing to the affirmative, that Caesars did in fact trigger a CDS event in December, while Milbank Tweed Hadley & McCloy LLP said the company triggered a CDS event. Bloomberg said the independent review group was called on for only the second time in the history of the credit-swaps marketplace after a 15-firm ISDA committee of bond traders that normally determines such cases failed to reach the 80 percent voting majority required to resolve the matter. The arbitration verdict clears the way for an auction that will determine payouts for the remainder of the swaps after the ISDA committee ruled unanimously on Jan. 16 that Caesars's decision to file for protection that month triggered payments on those contracts, Bloomberg noted. 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. 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. 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. 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: UST Forms 7-Member Noteholder Committee -------------------------------------------------------------- U.S. Trustee Patrick S. Layng appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders in the Chapter 11 cases of Caesars Entertainment Operating Company, Inc., et al.: 1. Wilmington Savings Fund Society, FSB Attn: Patrick J. Healy 500 Delaware Avenue Wilmington, DE 19801 2. BOKF, N.A. Attn: George F. Kubin One Williams Center, 10SW Tulsa, OK 74103 3. Delaware Trust Company Attn: Sandra E. Horwitz 2711 Centerville Road Wilmington, DE 19808 4. Tennenbaum Opportunities Partner V, LP David Hollander 2951 28th St., Suite 1000 Santa Monica, CA 90405 5. Centerbridge Credit Partners Master LP Attn: Vivek Melwani 375 Park Avenue, 12th floor New York, NY 10152 6. Palomino Fund Ltd Attn: James Bolin 51 John F. Kennedy Pkwy. Short Hills, NJ 07078 7. Oaktree FF Investment Fund LP Attn: Kenneth Liang 333 S. Grand Ave, 28th Floor Los Angeles, CA 90071 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. 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. 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. 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. As reported in the Troubled Company Reporter on Feb. 4, 2015, the bankruptcy proceedings of will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois, Delaware Bankruptcy Judge Kevin Gross ruled. 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. CENTRAL OKLAHOMA: Gets Court's Nod for BKD LLP as Auditor --------------------------------------------------------- Central Oklahoma United Methodist Retirement Facility, Inc. dba Epworth Villa obtained permission from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ BKD, LLP, for audit and tax services. As reported in the Feb. 5, 2015 edition of the TCR, Epworth Villa tapped BKD LLP as auditor to audit its balance sheets as of Dec. 31, 2014 and the related statements of operations, changes in net assets, and cash flows for the year 2014, and to prepare its 2014 Form 990, Return of Organization Exempt From Income Tax, Form 990-T, Exempt Organization Business Income Tax Return, and Form 512-E, Oklahoma Return of Organization Exempt Form Income Tax. BKD LLP will provide the audit services for a flat rate of $28,950 and the tax preparation services at a flat rate of $5,550, to be paid in three equal installments in January 2015, March 2015, and May 2015, when BKD's services are expected to be completed. In addition, Epworth Villa will be billed travel costs and fees for services from other professionals, if any, as well as an administrative fee of 4% to cover items such as copies, postage and other delivery charges, supplies, technology-related costs such as computer processing, software licensing, research and library databases and similar expense items. Kevin D. Gore, partner of BKD LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. BKD LLP can be reached at: Kevin D. Gore BKD, LLP Two Warren Place 6120 S. Yale Avenue, Suite 1400 Tulsa, OK 74136-4223 Tel: (918) 584-2900 E-mail: kgore@bkd.com About Central Oklahoma United Methodist Central Oklahoma United Methodist Retirement Facility, Inc., dba Epworth Villa, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 14-12995) on July 18, 2014. The case is before Judge Sarah A. Hall. The Debtor's counsel is Brandon Craig Bickle, Esq., Sidney K. Swinson, Esq., and Mark D.G. Sanders, Esq., at Gable & Gotwals, P.C., in Tulsa, Oklahoma; and G. Blaine Schwabe, III, Esq., at Gable & Gotwals, P.C., in Oklahoma City, Oklahoma. The Debtor reported $118 million in total assets, and $108 million in total liabilities. CHICAGO H&S: 7th Cir. Revives Withdrawal Liability Claim v Oaktree ------------------------------------------------------------------ The United States Court of Appeals for the Seventh Circuit revived the claims of The National Retirement Fund for withdrawal liability against either Hotel 71 Mezz Lender LLC ("Mezz Lender") and Oaktree Capital Management, L.P. ("Oaktree"). In 2014, the District Court for the Northern District of Illinois denied a motion for summary judgment filed by NRF and tossed NRF's claims against Mezz Lender and Oaktree. NRF and its trustees seek to hold Mezz Lender and Oaktree responsible for multiemployer pension fund withdrawal liability pursuant to section 4201 of the Multiemployer Pension Plan Amendments Act of 1980 ("MPPAA"), 29 U.S.C. Sec. 1381. Oaktree, through Mezz Lender, provided financing for the acquisition of a hotel by Chicago H&S Hotel Property LLC. When H&S later defaulted on the loan, it was taken into bankruptcy and the hotel was liquidated. NRF contends that the sale of the hotel triggered withdrawal liability on the part of H&S and any other "trade or business" under common control with it -- including both Oaktree and Mezz Lender. Oaktree and Mezz Lender contend that the claim of withdrawal liability -- whatever its merits -- is barred by the bankruptcy reorganization plan pursuant to which the hotel was sold. Oaktree and Mezz Lender filed suit in district court seeking a declaratory judgment that the reorganization plan released any claim of withdrawal liability arising from H&S's actions in the Chapter 11 proceeding, including the sale of its assets, and enjoined NRF from pursuing any claim of withdrawal liability against either Oaktree or Mezz Lender. The Seventh Circuit opined, "The price a litigant pays for filing a flawed or unconvincing motion for summary judgment ordinarily is denial of the motion, not loss of the case. But the district court in this case appears to have treated the lack of sufficient evidentiary support for the motion as a reason to enter summary judgment against the movant. . . . The court did so in the absence of a crossmotion for summary judgment on the issue that it found to be dispositive, and without first giving the unsuccessful movant notice that it was entertaining the possibility of entering summary judgment against it or the opportunity to respond. Because we are not convinced that the movant had no plausible arguments to make in opposition to an adverse grant of summary judgment, we vacate the judgment and return the case to the district court for further proceedings." The appellate case is, HOTEL 71 MEZZ LENDER LLC, a Delaware limited liability company, et al., Plaintiffs/Counter-Defendants-Appellees, v. THE NATIONAL RETIREMENT FUND, Defendant/Counter-Claimant-Appellant, and THE TRUSTEES OF THE NATIONAL RETIREMENT FUND, Counter-Claimant-Appellant, No. 14-2034 (7th Cir.). A copy of the Seventh Circuit's February 6, 2015 decision is available at http://bit.ly/16Kgh3ufrom Leagle.com. About Chicago H&S Chicago H&S in 2005 purchased Hotel 71, a 40-story, 437-guestroom, full service hotel located at 71 East Wacker Drive in Chicago, Illinois. Chicago H&S borrowed heavily to finance this acquisition, including $100 million as a senior mortgage loan as well as a $27.3 million mezzanine loan. Oaktree, through Hotel 71 Lender, provided financing for the Mezz loan. Based in Chicago, Illinois, Chicago H&S Hotel Property, LLC, dba Hotel 71, owns and operates a 40-story, 437 guestroom full service hotel. The Company filed for Chapter 11 protection on Oct. 29, 2007 (Bankr. N.D. Ill. Case No. 07-20088). Charles R. Gibbs, Esq. at Akin Gump Strauss Hauer & Feld LLP, and Daniel A. Zazove, Esq., and Jason D. Horwitz, Esq., at Perkins Coie LLP, represented the Debtor in its restructuring efforts. The Official Committee of Unsecured Creditors in the Debtor's case chose Polsinelli Shalton Flanigan Suelthaus P.C. as its counsel. The Debtor's schedules reflect total assets of $133,553,529, and total liabilities of $106,862,713. CLEANTECH SOLUTIONS: Case Summary & 3 Top Unsecured Creditors ------------------------------------------------------------- Debtor: CleanTech Solutions World Wide, L.L.C. P.O. Box 1127 Cottonport, LA 71327 Case No.: 15-80160 Chapter 11 Petition Date: February 9, 2015 Court: United States Bankruptcy Court Western District of Louisiana (Alexandria) Judge: Hon. Henley A. Hunter Debtor's Counsel: Thomas R. Willson, Esq. THOMAS R. WILLSON P. O. Drawer 1630 Alexandria, LA 71309-1630 Tel: (318) 442-8658 Fax: 318-442-9637 Email: rocky@rockywillsonlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lloyd D. Ward, managing member. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/lawb15-80160.pdf COGENT COMMUNICATIONS: Moody's New Rates $245MM Secured Notes 'B1' ------------------------------------------------------------------ Moody's Investors Service has assigned a B1 rating to Cogent Communications Group, Inc.'s proposed $245 million Senior Secured Notes due 2022. The net proceeds from this offering will be used to finance the redemption of all of Cogent's existing 8.375% Senior Secured Notes due 2018. Cogent expects to use the remaining proceeds, if any, for general corporate purposes. Assignments: Issuer: Cogent Communications Group, Inc. Senior Secured Notes, Assigned B1 (LGD2) Ratings Rationale Cogent's B3 Corporate Family Rating is supported by a very strong liquidity profile and Moody's expectation for low double digit revenue growth and modest margin expansion from a growing and diverse customer base. The company's low cost structure and targeted niche sales approach make it a strong competitor against much larger companies which have higher legacy cost structures. The rating is constrained by limited free cash flow as a result of increasing shareholder returns, relatively high leverage, its small scale and a highly competitive environment. The stable outlook is based on Moody's views while the company's earnings and cash flows will grow, shareholder returns will increase in tandem. Moody's expects the company will maintain sufficient liquidity and debt levels will remain relatively constant. Cogent's low cost structure and niche sales approach, in conjunction with its increasingly aggressive dividend policy, will prevent the company from generating meaningful positive free cash flow for the near future. Upward rating pressure could build if Cogent demonstrates the ability to sustain free cash flow in excess of 5% of total debt and maintain adjusted leverage at or below 4x, which would likely result from better than expected operating performance. Downward rating pressure could develop if adjusted leverage trends towards 5.5x-6.0x, which may result from top line weakness due to an acceleration in price decline or higher customer churn. Also, any deterioration in liquidity could have negative ratings implications, especially without a revolving credit facility as a stopgap. The principal methodology used in this rating was Global Telecommunications Industry published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Cogent, with headquarters in Washington, DC, is a multinational Tier 1 Internet service provider. The Company offers Internet access and data transport over its fiber optic, IP network. Cogent also offers colocation via 49 Internet Data Centers and serves business and service provider companies with Ethernet-over-fiber services for Internet access. The company generated $373 million in revenues for the last twelve months ended 9/30/14. COGENT COMMUNICATIONS: S&P Rates $245MM Sr. Secured Notes 'B+' -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' issue-level rating and '3' recovery rating to Cogent Communications Group Inc.'s proposed $245 million senior secured notes due 2022. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; midpoint of range) for noteholders in the event of payment default. Cogent will use proceeds to repay its exiting 8.375% $245 million senior secured notes due 2018. The 'B+' corporate credit rating on Washington, D.C.-based Internet service provider Cogent is unchanged and the outlook remains stable. The transaction is leverage neutral and S&P continues to expect that adjusted leverage will be in the mid-4x area in 2015. With leverage below 5x, and S&P's expectation for continued EBITDA growth and stable free cash flow generation in 2015, S&P continues to assess Cogent's financial risk profile as "aggressive." RATINGS LIST Cogent Communications Group Inc. Corporate Credit Rating B+/Stable/-- New Rating Cogent Communications Group Inc. $245 mil. notes due 2022 Senior Secured B+ Recovery Rating 3 COLT DEFENSE: Refinances But Still Could Skip Interest Payment -------------------------------------------------------------- Stpehanie Gleason, writing for Daily Bankruptcy Review, reported that Colt Defense LLC has refinanced its $33 million credit facility but the gun maker is continuing to warn that it's unlikely to make a May interest payment to bondholders. According to the report, the new financing is being provided by Cortland Capital Market Services LLC and provides up to $7 million in letters of credit, maturing in August 2018, according to financial disclosures -- two years later than its original facility from Wells Fargo Capital Finance matured. About Colt Defense Colt Defense LLC, headquartered in West Hartford, CT, manufactures small arms weapons systems for individual soldiers and law enforcement personnel for the U.S. military, U.S. law enforcement agencies, and foreign militaries. Post the July 2013 acquisition of New Colt Holding Corp., the parent company of Colt's MANUFACTURING COMPANY, the company also has direct access to the commercial end-market for rifles, carbines and handguns. Revenues for the last twelve months ended June 30, 2014 totaled $243 million. The Company's balance sheet at Sept. 28, 2014, showed $247 million in total assets, $417 million in total liabilities and a $170 million total deficit. "As it is probable that we may not have sufficient liquidity to be able to make our May 15, 2015 Senior Notes interest payment without meeting our internal projections (including addressing our Senior Notes), our long-term debt has been classified as current in the consolidated balance sheet. Currently we do not have sufficient funds to repay the debt upon an actual acceleration of maturity. In the event of an accelerated maturity, our lenders may take actions to secure their position as creditors and mitigate their potential risks. These events would adversely impact our liquidity. These factors raise substantial doubt about our ability to continue as a going concern," the Company stated in the quarterly report for the period ended Sept. 28, 2014. * * * As reported by the TCR on Nov. 17, 2014, Moody's Investors Service downgraded Colt Defense LLC's Corporate Family Rating ("CFR") to Caa3 from Caa2 and Probability of Default Rating ("PDR") to Caa3- PD from Caa2-PD. Concurrently, Moody's lowered the rating on the company's $250 million senior unsecured notes to Ca from Caa3. The downgrade was based on statements made by Colt Defense in its November 12, 2014 Form NT 10-Q filing. In the filing the company indicated that it expects to report a decline in net sales for the three month period ended September 28, 2014 versus the same period last year of approximately 25 percent together with a decline in operating income of approximately 50 percent. On Nov. 20, 2014, the TCR reported that Standard & Poor's Ratings Services raised its corporate credit rating on U.S.-based gun manufacturer Colt Defense LLC to 'CCC' from 'CCC-' and removed all ratings from CreditWatch, where they were placed with negative implications on Nov. 13, 2014. "The upgrade reflects a reduced likelihood of default in the coming months following a recent refinancing that improved the company's liquidity profile somewhat," said Standard & Poor's credit analyst Chris Mooney. COTTONPORT MONOFILL: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Cottonport Monofill, L.L.C. P.O. Box 1127 Cottonport, LA 71327 Case No.: 15-80159 Chapter 11 Petition Date: February 9, 2015 Court: United States Bankruptcy Court Western District of Louisiana (Alexandria) Judge: Hon. Henley A. Hunter Debtor's Counsel: Thomas R. Willson, Esq. THOMAS R. WILLSON P. O. Drawer 1630 Alexandria, LA 71309-1630 Tel: (318) 442-8658 Fax: 318-442-9637 Email: rocky@rockywillsonlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lloyd D. Ward, managing member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/lawb15-80159.pdf COUNTRY EXPLOSION: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Country Explosion, LLC aka Ghost Riders of the Purple Sage, LLC PO Box 987 Duchesne, UT 84021-0987 Case No.: 15-20943 Chapter 11 Petition Date: February 9, 2015 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: Hon. Kimball Mosier Debtor's Counsel: Lee Rudd, Esq. 2321 S. Decker Lake Blvd (2300 W) P.O. Box 57782 Salt Lake City, UT 84157 Tel: (801) 268-2808 Fax: (866) 724-6381 Email: leerudd@ruddlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Darren Brady, member-manager. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/utb15-20943.pdf CRAIGHEAD COUNTY: US Trustee Unable to Form Creditors' Committee ---------------------------------------------------------------- The U.S. trustee overseeing the Chapter 11 case of Craighead County Fair Association said it wasn't able to form a committee of unsecured creditors due to "lack of interest" of creditors to serve on the panel. 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 Craighead County Fair Craighead County Fair Association filed a bare-bones Chapter 11 bankruptcy petition (Bankr. E.D. Ark. Case No. 14-15490) in Jonesboro, Arkansas, on Oct. 13, 2014. The Debtor, which is doing business as the Northeast Arkansas District Fair, disclosed $26.7 million in assets and $9.83 million in liabilities as of the Petition Date. The case is assigned to Judge Audrey R. Evans. D & L ENERGY: Amends Schedules of Assets and Liabilities -------------------------------------------------------- D & L Energy filed with the Bankruptcy Court for the Northern District of Ohio an amended schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $36,032,400 B. Personal Property $4,583,277 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $1,373,565 E. Creditors Holding Unsecured Priority Claims $1,500 F. Creditors Holding Unsecured Non-priority Claims $4,695,927 ----------- ----------- TOTAL $40,615,677 $6,070,992 The Debtor previously reported $40,615,677 in total assets, and $6,227,217 in total liabilities. A full-text copy of the amended schedules is available for free at http://bankrupt.com/misc/D&LENERGY_Amended_SAL.pdf About D & L Energy D & L Energy, Inc., based in Youngstown, Ohio, was formed by David DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a conventional oil and gas well operator and producer, primarily targeting oil and gas reserves in the Clinton Sandstone formation throughout Northeast Ohio and Northwest Pennsylvania. D&L currently has three (3) shareholders, Ben Lupo (80.76% shareholder), Susan Faith (15% shareholder), and Holly Serensky Lupo (4.24% shareholder). Nicholas C. Paparodis is the acting CEO and President of D&L. Kathy Kaniclides is the acting Secretary and Treasurer of D&L. Currently, Serensky Lupo is the sole director of D&L. Petroflow, Inc. is an Ohio corporation which is a wholly owned subsidiary of D&L. Originally intended to operate as the "drilling arm" of D&L, Petroflow ceased all operations prior to the filing of these bankruptcy matters. Petroflow has no current income, no bank accounts, and no employees. Paparodis is the president, CEO and sole director of Petroflow. D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case No. 13-40813) on April 16, 2013. Judge Kay Woods oversees the case. The Debtor disclosed in its amended schedules, $40,615,677 in assets and $6,187,217 in liabilities as of the Chapter 11 filing. Brian T. Angeloni, Esq., Kathryn A. Belfance, Esq., Steven Heimberger, Esq., and Todd A. Mazzola, Esq., at Roderick Linton Belfance, LLP, serve as the Debtors' counsel, and Walter Haverfield, LLP, is the environmental counsel. SS&G Parkland Consulting, LLC, serves as financial advisor and investment banker. Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq., at Squire Sanders (US) LLP, have been tapped as counsel to the official committee of unsecured creditors. BBP Partners LLC serves as the panel's financial advisors. Resource Land Holdings emerged as the winning bidder for the substantially all of the Debtor's assets. Resource Land offered to buy the assets for $20.4 million. D&L CARON: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: D&L Caron, LLC 312 Deming Street South Windsor, CT 06074 Case No.: 15-20181 Chapter 11 Petition Date: February 9, 2015 Court: United States Bankruptcy Court District of Connecticut (Hartford) Judge: Hon. Albert S. Dabrowski Debtor's Counsel: Patrick W. Boatman, Esq. LAW OFFICES OF PATRICK W. BOATMAN, LLC 111 Founders Plaza, Suite 1000 East Hartford, CT 06108 Tel: 860-291-9061 Fax: 860-291-9073 Email: pboatman@boatmanlaw.com Total Assets: $2.79 million Total Liabilities: $1.67 million The petition was signed by David A. Caron, member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. DELIA'S INC: Can Access $20 Million of DIP Financing ---------------------------------------------------- The Bankruptcy Court has authorized dELiA*s Inc. to access revolving credit of up to an aggregate principal amount of $20,000,000 from Salus Capital Partners, LLC, as administrative and collateral agent for a consortium of lenders, and use cash collateral securing their prepetition indebtedness. The Debtors are parties to a credit agreement dated as of June 14, 2013, as a lender and as agent, of which $18.5 million is outstanding as of the Petition Date. On June 14, 2013, the Debtors entered into a Letter of Credit Agreement with GE Capital, of which $7.7 million is outstanding as of the Petition Date. About DELIA*S INC. Launched in 1993, dELiA*s Inc., is a retailer which sells apparel, accessories, footwear, and cosmetics marketed primarily to teenage girls and young women. The dELiA*s brand products are sold through the Company's mall-based retail stores, direct mail catalogs and e-commerce Web sites. On Dec. 7, 2014, dELiA*s and eight of its subsidiaries each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y.). The Debtors have requested that their cases be jointly administered under Case No. 14-23678. As of the bankruptcy filing, dELiA*s owned and operated 92 stores in 29 states. As of the Petition Date, the Debtors had $47.0 million in total assets and $50.5 million in liabilities. The Debtors have tapped Piper LLP (US) as counsel, Clear Thinking Group LLC, as restructuring advisor, Janney Montgomery Scott LLC, as investment banker, and Prime Clerk LLC as claims agent. The U.S. Trustee appointed a seven-member Official Committee of Unsecured Creditors. The Committee selected Kelley Drye & Warren LLP as counsel and Capstone Advisory Group as financial advisors. The Debtors have sought court approval of a deal for Gordon Brothers Retail Partners, LLC and Hilco Merchant Resources, LLC, to launch going-out-of-business sales. DELIA'S INC: Floats $2.5M Stalking Horse Deal for Trademarks ------------------------------------------------------------ Law360 reported that investors that bought the Alloy Apparel line from Delia's Inc. in 2013 now want the liquidating retailer's trademarks too, offering $2.5 million to pick up the intellectual property and possibly reunite the Delia's and Alloy brands, according to court papers. The report related that Delia's sought a bankruptcy judge's blessing to sell off intellectual property assets at a Feb. 20 auction anchored by a lead bid from the Alloy owners. If the stalking horse is bested at auction, Delia's would pay a $75,000 breakup fee under the proposed bidding procedures. About DELIA*S INC. Launched in 1993, dELiA*s Inc., is a retailer which sells apparel, accessories, footwear, and cosmetics marketed primarily to teenage girls and young women. The dELiA*s brand products are sold through the Company's mall-based retail stores, direct mail catalogs and e-commerce Web sites. On Dec. 7, 2014, dELiA*s and eight of its subsidiaries each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y.). The Debtors have requested that their cases be jointly administered under Case No. 14-23678. As of the bankruptcy filing, dELiA*s owns and operates 92 stores in 29 states. The Debtors have tapped Piper LLP (US) as counsel, Clear Thinking Group LLC, as restructuring advisor, Janney Montgomery Scott LLC, as investment banker, and Prime Clerk LLC as claims agent. As of the Petition Date, the Debtors had $47.0 million in total assets and $50.5 million in liabilities. The Debtors have sought court approval of a deal for Gordon Brothers Retail Partners, LLC and Hilco Merchant Resources, LLC, to launch going-out-of-business sales. The Official Committee of Unsecured Creditors tapped to retain Kelley Drye & Warren LLP as its counsel, and Capstone Advisory Group, LLC, and Capstone Valuation Services, LLC, as financial advisors. DENDREON CORP: Valeant OK'd as Stalking Horse, Ups Bid to $400-Mil. ------------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved Valeant Pharmaceuticals International as stalking horse bidder for Dendreon Corp.'s assets and authorized the bid protections in connection with the sale of substantially all of the Debtors' assets. Valeant, in a corporate release, said it raised its offer for Dendreon's assets to $400 million in cash in response to competing bids. The current offer, according to Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, represented a 35% increase from Valeant's original offer of $295 million in cash. The price increase, the Bloomberg columnists said, was made in order to ensure that Valeant retains its place as stalking horse, which makes the first bid at the auction. The Bloomberg columnists also pointed out that the new price mean there's no reason for Dendreon to proceed with a backup plan that would have made convertible senior noteholders the new owners in exchange for debt. An auction is currently scheduled to take place on Feb. 12, 2015. The sale hearing is scheduled for Feb. 20. Bloomberg said on Feb. 6 that Dendreon shares rose as much as 46% on news of the higher price. Its $620 million in 2.875 percent convertible notes due 2016 had climbed 19% by midday on Feb. 5 in New York, Bloomberg added, citing Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. About Dendreon Corp With corporate headquarters in Seattle, Washington, Dendreon Corporation -- http://www.dendreon.com/-- a biotechnology company focused on the development of novel cellular immunotherapies to significantly improve treatment options for cancer patients. Dendreon's first product, PROVENGE (sipuleucel-T), was approved by the U.S. Food and Drug Administration (FDA) and became commercially available for the treatment of men with asymptomatic or minimally symptomatic castrate-resistant (hormone-refractory) prostate cancer in April 2010. Dendreon is traded on the NASDAQ Global Market under the symbol DNDN. Dendreon and its U.S. subsidiaries filed for Chapter 11 bankruptcy protection (Bankr. D. Del.) on Nov. 10, 2014. The Debtors requested that their cases be jointly administered under Case No. 14-12515. The petitions were signed by Gregory R. Cox, interim chief financial officer and treasurer. Dendreon sought bankruptcy protection after it reached agreements on the terms of a financial restructuring with certain holders of the Company's 2.875% Convertible Senior Notes due 2016 representing 84% of the $620 million aggregate principal amount of the 2016 Notes. The financial restructuring may take the form of a stand-alone recapitalization or a sale of the Company or its assets. The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP, as counsel; Lazard Freres & Co. LLC, as investment banker; AlixPartners, as restructuring advisors; and Prime Clerk LLC as claims and noticing agent. The Debtors disclosed $365 million in total assets and $664 million in total liabilities as of June 30, 2014. The U.S. Trustee for Region 3 appointed five members to the Official Committee of Unsecured Creditors. DIGITAL DOMAIN: Mickey Mouse Loses 3rd Cir. Appeal on Patent Sale ----------------------------------------------------------------- The United States Court of Appeals for the Third Circuit handed defeat to Walt Disney Studios Motion Picture Production in its appeal from a district court order, which affirmed a bankruptcy court decision overruling Disney's objections to the sale of six patents pursuant to Sections 363(b) and 365 of the Bankruptcy Code in the Chapter 11 case of Digital Domain Media Group, Inc. nka DDMG Estate. The Third Circuit said the sale was not subject to a broad license to the patents beyond the G-Force film. On April 18, 2008, Disney and In Three, Inc. agreed that In Three would perform 3D conversion services for the film G-Force. In 2010, well after the production and release of G-Force, In Three sold all of its assets, including the 3D patents used in G-Force, to DDMG. DDMG did not assume or take by assignment the G-Force Agreement when it acquired the In Three patents. In September 2012, DDMG filed for Chapter 11 bankruptcy and sought approval of the sale of all of its assets, including the 3D patents, to RealD Inc. Disney objected, asserting a continuing interest in the 3D patents. Disney argued that, pursuant to Sections 16(a) and 16(b) of the G-Force Agreement, the holder of the 3D patents could not sue Disney for infringement by vendors "engaged in 'work' for Disney," even if the work was not for the film G-Force. Section 16(b) granted Disney the option of acquiring a broader license to the 3D patents and technology. On December 10, 2012, the Bankruptcy Court overruled Disney's objections. The Bankruptcy Court determined that Disney did not hold a broad license to the patents under either subsection. Specifically, the Bankruptcy Court found that the covenant not to sue in Section 16(a) does not grant Disney a perpetual license to the patents, and Disney never exercised the option to acquire broad rights to the patents in Section 16(b). Disney moved for reconsideration and requested that the Bankruptcy Court hold that "the Section 16(a) [covenant not to sue] [r]ights are not limited to the G-Force film, but rather to any 'work' being done for [Disney]." After a hearing, the Bankruptcy Court approved the sale and entered the Patent Sale Order on December 21, 2012. The U.S. District Court for the District of Delaware affirmed for the same reasons as the Bankruptcy Court. The case before the appeals court is, Walt Disney Studios Motion Picture Production, Briar Rose Production, Ltd., and Extinction Productions, Ltd., Appellants, No. 13-4278 (3rd Cir.). A copy of the Third Circuit's Opinion dated February 5, 2015, is available at http://is.gd/pkWA92from Leagle.com. Counsel for Disney et al: Lisa H. Fenning, Esq. ARNOLD & PORTER 777 South Figueroa Street, 44th Floor Los Angeles, CA 90017 Counsel for Appellee: Paige H. Forster, Esq. Eric A. Schaffer, Esq. REED SMITH 225 Fifth Avenue Suite 1200 Pittsburgh, PA 15222 About Digital Domain Port St. Lucie, Florida-based Digital Domain Media Group, Inc. -- http://www.digitaldomain.com/-- engaged in the creation of original content animation feature films, and development of computer-generated imagery for feature films and trans-media advertising primarily in the United States. Digital Domain Media Group, Inc. and 13 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11, 2012, to sell its business for $15 million to Searchlight Capital Partners LP, subject to higher and better offers. The Company disclosed assets of $205 million and liabilities totaling $214 million. The Debtors also have sought ancillary relief in Canada, pursuant to the Companies' Creditors Arrangement Act in the Supreme Court of British Columbia, Vancouver Registry. Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the Debtors. FTI Consulting, Inc.'s Michael Katzenstein is the chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. An official committee of unsecured creditors appointed in the case is represented by lawyers at Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP. At a bankruptcy auction, the principal part of the business was purchased by a joint venture between Galloping Horse America LLC, an affiliate of Beijing Galloping Horse Co., and an affiliate of Reliance Capital Ltd., based in Mumbai. The $36.7 million total value of the contact includes $3.6 million to cure defaults on contracts and $2.9 million in reimbursement of payroll costs. As the result of a settlement negotiated by the unsecured creditors' committee with secured lenders, there will be some recovery for the committee's constituency. ENDEAVOUR INT'L: Seeks June 8 Extension of Plan Filing Date ----------------------------------------------------------- Endeavour Operating Corporation, et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend until June 8, 2015, their exclusive plan filing period and until Aug. 6, 2015, their exclusive solicitation period. According to Zachary I. Shapiro, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, the Debtors have been dedicated to a cooperative, consensual process since before the Petition Date. To address current industry conditions, including the continuing drop in oil and gas prices, which prompted the Debtors to delay confirmation of their plan of reorganization, the Debtors have initiated discussions with, among others, the Consenting Creditors and their advisors and the advisors to the Official Committee of Unsecured Creditors regarding potential modifications to the Proposed Plan and the Restructuring Support Agreement. Mr. Shapiro tells the Court that the Consensual Restructuring was developed in an industry environment where oil prices had remained relatively stable for the past for years. Mr. Shapiro says that although the discussions are only in the preliminary stages, the Debtors are encouraged by the parties' willingness to engage on key issues. Extension of the Exclusive Periods will further the cooperative dialogue by allowing the Debtors to maintain control over the Chapter 11 cases and to continue to usher their disparate creditor groups toward a holistic resolution without the interference and expense of addressing competing plan proposals, Mr. Shapiro further tells the Court. A hearing on the extension request will be held on March 11, 2015, at 2:00 p.m. (ET). Objections are due Feb. 20. About Endeavour International Houston, Texas-based Endeavour International Corporation (OTC: ENDRQ) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. On Oct. 10, 2014, Endeavour International and five affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code after reaching a restructuring deal with noteholders. The cases are pending joint administration under Endeavour Operating Corp.'s Case No. 14-12308 before the Honorable Kevin J. Carey (Bankr. D. Del.). As of June 30, 2014, the Company had $1.55 billion in total assets, $1.55 billion in total liabilities, $43.7 million in series c convertible preferred stock, and a $41.5 million stockholders' deficit. The Debtors have tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; The Blackstone Group L.P., as financial advisor; AlixPartners, LLP, as restructuring advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. The U.S. Trustee for Region 3 has appointed three members to the Official Committee of Unsecured Creditors in the Chapter 11 cases of Endeavour Operating Corporation and its debtor affiliates. The Committee is represented by David M. Bennett, Esq., Cassandra Sepanik Shoemaker, Esq., and Demetra L. Liggins, Esq., at Thompson & Knight LLP, and Neil B. Glassman, Esq., Scott D. Cousins, Esq., and Evan T. Miller, Esq., at Bayard, P.A. Alvarez & Marsal North America, LLC, serves as financial advisors to the Committee, while UpShot Services LLC serves as website administrator. * * * U.S. Bankruptcy Judge Kevin J. Carey in of Delaware, on Dec. 22, 2014, approved the disclosure statement explaining Endeavour Operating Corporation, et al.'s joint plan of reorganization. The Amended Plan, dated Dec. 19, 2014, provides that it is supported by creditors who collectively hold 82.99% of the March 2018 Notes Claims (Class 3), 70.88% of the June 2018 Notes Claims (Class 4), 99.75% of the 7.5% Convertible Bonds Claims (Class 5), and 69.08% of the Convertible Notes Claims (Class 6). The Amended Plan also provides that holders of general unsecured claims will recover an estimated 15% of the total claims amount, which is estimated to be $6,000,000. The hearing to consider confirmation of the Amended Joint Plan of Reorganization, dated Dec. 23, 2014, of Endeavour Operating Corporation and its affiliated debtors, including Endeavour International Corporation, has been adjourned to a date to be determined. ENERGY FUTURE: Has Until June 23 to File Plan --------------------------------------------- U.S. Bankruptcy Judge Christopher S. Sontchi in Delaware further extended Energy Future Holdings Corp., et al.'s exclusive plan filing period through and including June 23, 2015, and their exclusive solicitation period through and including Aug. 23, 2015. The Debtors originally sought extension of their exclusive plan filing period through and including Oct. 29 and their exclusive solicitation period through and including Dec. 29, but agreed to a shorter extension in order to avoid unnecessary litigation over exclusivity following several interested parties' objection to the original exclusivity extension motion. Among those who objected to the extension request are the EFH Official Committee of Unsecured Creditors, the TCEH Official Committee of Unsecured Creditors, the Ad Hoc Committee of TCEH First Lien creditors, Alcoa Inc., Wilmington Savings Fund Society FSB, and the EFIH Ad Hoc Committee. 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: To Float New Ch. 11 Restructuring Proposal --------------------------------------------------------- Peg Brickley, writing for The Wall Street Journal, reported that threatened with a creditor revolt, Energy Future Holdings Corp. said it would be distributing a term sheet this week outlining a proposal for reshaping its $42 billion debt load and ending a contentious stay in bankruptcy. According to the report, the announcement came at a court hearing where multiple creditors expressed frustration at the lack of progress in the big Chapter 11 case, which began last year. The Journal related that U.S. Bankruptcy Judge Christopher Sontchi in Delaware said Energy Future, with its two divisions and multiple levels of debt, presents a "very challenging" restructuring scenario and that the company's promise to float a proposal that could form the backbone of an agreed upon Chapter 11 plan should get the bankruptcy moving forward. 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. FCC HOLDINGS: Judge Extends Deadline to Remove Suits to Feb. 23 --------------------------------------------------------------- U.S. Bankruptcy Judge Christopher Sontchi has given FCC Holdings Inc. until Feb. 23 to file notices of removal of lawsuits involving the company and its affiliates. About FCC Holdings FCC Holdings, Inc., and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-11987) on Aug. 25, 2014. Headquartered in Ft. Lauderdale, Florida, FCC and its affiliates provide quality postsecondary education in fourteen states. The FCC schools were started by David Knobel in 1994 in Fort Lauderdale, Florida, and, as of the bankruptcy filing, are owned by Greenhill Capital Partners. Prior to the Petition Date, the Company, which currently operates under the name "Anthem Education," had three sets of schools -- the 14 Florida Career College schools; the 22 Anthem Education schools; and the 5 US Colleges schools. The Debtors' outstanding secured obligations are $49 million, plus interest and fees, comprised of: Tranche A Loans of $18.6 million, Tranche B Loans of $29.1 million, and existing letters of credit of $1.39 million. The Debtors also have unsecured debt of $15 million. Judge Christopher S. Sontchi is assigned to the Chapter 11 cases. The Debtors have tapped Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, as counsel, and KCC as claims and notice agent. The U.S. Trustee has appointed three members to the Official Committee of Unsecured Creditors. Womble Carlyle Sandridge & Rice, LLP, and Ottenbourgh P.C., serve as its co-counsel. FENG LI: Owes Stolen Funds in Bankruptcy, 3rd Circuit Hears ----------------------------------------------------------- Law360 reported that six former clients of Feng Li, a disbarred New Jersey attorney, have urged the Third Circuit to keep him on the hook for a $938,000 debt in bankruptcy court, arguing his petition for bankruptcy's one goal was to shirk the substantial debt he owed former clients. According to the report, in a motion filed opposing the appeal of Mr. Li, the former clients told the appellate panel a bankruptcy judge was right to grant them summary judgment because the attorney embezzled money while acting in a fiduciary capacity and made false oaths in connection with his bankruptcy proceedings. The report related that the underlying case stems from Mr. Li's representation of six clients in 2005 in a suit against a former business partner. When they won about $4 million in underlying arbitration, they then pursued Mr. Li for $1.25 million he withdrew from escrow without authorization. The case is Li et al. v. Peng et al., Case No. 14-3738, in the U.S. Court of Appeals for the Third Circuit. FISKER AUTOMOTIVE: Brown Rudnick, Others Renew Bid for Fee Hike --------------------------------------------------------------- Law360 reported that Brown Rudnick LLP, Saul Ewing LLP and Emerald Capital Advisors Group appealed a Delaware bankruptcy court's decision denying them a $2.5 million fee enhancement for work they did advising the unsecured creditors' committee for bankrupt Fisker Automotive Holdings Inc. The Troubled Company Reporter, on Jan. 23, 2015, reported that 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, saying "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." 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. FOODS INC: Food Partners Approved as Financial Advisors ------------------------------------------------------- The U.S. Bankruptcy Court has authorized Foods, Inc., et al., to employ The Food Partners, LLC as financial advisors and investment bankers effective as of the Petition Date. In connection with the application, the Debtor entered a stipulation resolving the objections filed by James L. Snyder, Esq., Assistant U.S. Trustee for Region 12, and the Official Committee of Unsecured Creditors. The stipulation provides for negotiated modified terms upon which the parties agree, among other things: 1. The Food Partners can and must be employed: FOR INVESTMENT BANKING A. The Food Partners will be entitled to a flat fee of $350,000 on account of the Associated Wholesale Grocers, Inc. stalking horse bid. B. If the assets are sold for a higher amount than the AWG stalking horse bid, The Food Partners will receive a 5.0% success fee/commission on the amount of total consideration above the AWG stalking horse bid, in addition to the $350,000 flat fee, with no reduction for any monthly advanced investment banking expenses allocation previously received. C. For calculating the 5.0% Success Fee/Commission on inventory, in the case where inventory is sold as part of a bid for a store as an operating entity, whether to AWG or another Winning Bidder, the inventory will be valued based on what AWG would have paid. D. For calculating the 5.0% success fee/commission on inventory, in the case where inventory is sold separately, and not sold as part of a bid for a store as an operating entity, the inventory will be valued based on what AWG would have paid. E. The Food Partners will also be entitled to a monthly fee of $12,500 as an advanced investment banking expense allocation. F. The Food Partners will not be required to keep track of their time and expenses for their above investment banking services. FOR FINANCIAL ADVISORY SERVICES A. The Food Partners will be entitled to a $12,500 monthly financial advisory service fee. B. The Food Partners will be entitled to a $75,000 postpetition retainer, held in Trust, from which monthly financial advisory service fees can be deducted on a monthly basis. C. The $75,000 postpetition retainer is not subject to being offset against investment banking success fee. D. The Food Partners will be responsible for tracking of their time and expenses on a daily basis. A monthly report of such time and expenses will be provided to the UST and counsel for the Committee for tracking purposes. E. The Food Partners will not be required to file interim fee applications, but they will be required to file a final fee application at the conclusion of the case, but only for their financial advisory services. 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. The Official Committee of Unsecured Creditors is represented by Freeborn & Peters LLP. O'Keefe & Associates Consulting, LLC served as its financial advisor. FRONTIER COMMUNICATIONS: Fitch Puts 'BB' IDR on Negative Watch -------------------------------------------------------------- Fitch Ratings has placed the Issuer Default Rating (IDR) and long-term debt ratings of Frontier Communications Corporation (Frontier; NYSE: FTR) on Rating Watch Negative as follows: -- IDR at 'BB'; -- Senior unsecured $750 million revolving credit facility due 2018 at 'BB'; -- Senior unsecured notes and debentures at 'BB'. In addition, Fitch has placed the ratings of other Frontier subsidiaries on Rating Watch Negative as listed at the end of this release. The Negative Watch arises from Frontier's plans to acquire certain wireline operations in California, Texas and Florida from Verizon Communications Inc. for approximately $10.5 billion, including $600 million of assumed debt. The transaction is expected to close in the first half of 2016, after all necessary regulatory approvals are obtained. Frontier intends to finance the transaction primarily with debt and equity, with the equity consideration potentially consisting of common stock and equity-linked securities. The company may also consider a modest level of secured debt financing. Financing plans are backed by an 18-month bridge facility. In reviewing the transaction, Fitch will focus on the financing of the transaction, a review of potential synergies, and the outcome of the regulatory review process, among other factors. In evaluating the proposed financing of the transaction, Fitch will review the potential for secured debt in the capital structure, as well as Frontier's plans for equity financing. The company has indicated equity financing could approximate $3 billion, and that the Verizon acquisition will be relatively neutral to its leverage. With respect to the equity-linked securities, Fitch would apply its criteria 'Treatment and Notching of Hybrids in Non-Financial Corporate and REIT Credit Analysis', which could lead to less than 100% equity credit depending on the terms of the securities. Fitch anticipates resolving the Negative Watch around the time of the closing of the transaction, with an earlier resolution a possibility upon the conclusion of its anticipated equity offering. KEY RATING DRIVERS Leverage Increased in 2014: At Sept. 30, 2014, Frontier's gross leverage was 4.5x, which included debt issued to fund the October 2014 close of the AT&T line acquisition for approximately $2 billion. Net leverage excluding transaction financing was 3.8x. Acquisitions Improve Scale: Fitch believes the acquisition of the Connecticut operations and the proposed acquisition of the Verizon properties will increase the scale of Frontier, and lead to improved free cash flow (FCF, defined as net cash provided by operating activities less capital spending and dividends). In Fitch's view, the two acquisitions will not require material additional capital spending given past network upgrades by AT&T and Verizon. Revenue Pressures Slowly Abating: Through the first nine months of 2014, business and residential customer revenue declines have moderated and are approaching stability, although potential headwinds from competitive pressures and the economy remain in place. Manageable Maturities: Excluding the Verizon transaction financing, Frontier is not expected to need to access the capital markets to refinance maturing debt through at least 2016. Existing principal repayments of approximately $611 million over 2015 and 2016 can be managed with cash expected to be on the balance sheet plus FCF. Liquidity Solid: Supporting the rating is Frontier's ample liquidity, which is derived from its cash balances and its $750 million revolving credit facility. At Sept. 30, 2014, Frontier had $809 million in balance sheet cash. Credit Facility and Debt Maturities: The $750 million senior unsecured credit facility is in place until May 2018. The facility is available for general corporate purposes but may not be used to fund dividend payments. The main financial covenant in the revolving credit facility requires the maintenance of a net debt-to-EBITDA level of 4.5x or less during the entire period. Net debt is defined as total debt less cash exceeding $50 million. KEY ASSUMPTIONS Fitch's key assumptions within our rating case for the issuer include: -- Frontier's revenues on a stand-alone basis are expected to decline in the low single digits pro forma for the October 2014 AT&T transaction; -- 2015 EBITDA margins are in the low to mid 40 percent range -- Capex is expected to be in the range of $750 million to $800 million in 2015; -- Frontier issues approximately $3 billion in equity to fund the Verizon wireline operations, out of the total transaction value of approximately $10.5 billion. RATING SENSITIVITIES The rating could be affirmed at the current level if in Fitch's view Frontier will be able to sustain post-transaction net leverage below 4x. The rating could be downgraded if net leverage is expected to be above 4x due to a number of factors, primarily a smaller than expected equity component in the Verizon transaction financing, lower synergy realization or assumptions, and competitive pressures on EBITDA. Fitch has also placed the following ratings on Negative Rating Watch: Frontier North Inc. -- IDR at 'BB'; -- $200 million unsecured notes due 2028 at 'BB+'. Frontier West Virginia -- IDR at 'BB'; -- $50 million private placement notes due 2029 at 'BB+'. GANNETT CO: Shares Reinstatement No Impact on Moody's Ba1 CFR ------------------------------------------------------------- Moody’s Investors Service said Gannett Co., Inc. recently announced the company reinstated its share buyback plans with roughly $150 million remaining under the original $300 million program. Despite the leakage of cash, the planned share repurchases have no immediate impact on the company's debt ratings given (i) good operating performance, including high margin political ad revenue, and (ii) cash tax benefits from a recent asset sale contributed to debt repayment in 2014 exceeding Moody's expectation by more than $150 million. The announcement is credit negative and, to the extent the company is not meeting its plan for debt reduction or to the extent Moody's believes the interests of creditors are not being balanced with those of shareholders, there could be downward pressure on debt ratings particularly if credit metrics, including leverage, remain outside levels appropriate for Gannett's Ba1 Corporate Family Rating. Moody's believes the potential for enhancing shareholder returns at the expense of creditors has increased given funds associated with Carl Icahn, a shareholder activist, accumulated a 6.6% ownership interest in Gannett since the second quarter of 2014. The rating outlook remains negative reflecting the increase in funded debt as a result of the purchase of the 73% of Cars.com that Gannett did not already own in October 2014 and uncertainties related to achieving targeted lower debt levels including reduced unfunded pension liabilities. As stated in Moody's September 2014 press release, Gannett's ratings could be lowered if revenue does not track Moody's base case forecast, liquidity weakens below expected levels, or Moody's believe the company is not making progress in reducing leverage. Despite up to $150 million of planned share repurchases, Moody's expect liquidity will remain strong with good free cash flow generation, $118 million in cash as of year end 2014, and $625 million in undrawn revolver capacity. Gannett, headquartered in McLean, VA, is a diversified local newspaper/publisher and broadcast operator with ownership interests in a number of digital ventures including a 52.9% stake in CareerBuilder, which is fully consolidated in Gannett's financial statements. Gannett is publicly traded with a single class share structure. Major shareholders include The Vanguard Group, Inc. (roughly 7.2%), funds associated with Carl Icahn (6.6%) as a result of purchases since the second quarter of 2014, BlackRock (4.7%), JPMorgan (4.5%), and Manning & Napier (4.1%) with remaining shares being widely held. Revenue for the year ended December 28, 2014 was $6 billion, and post completion of the announced spin-off of publishing businesses, Gannett will own broadcasting and digital businesses, including 100% of Cars.com, with revenue totaling roughly $3 billion. GENERAL MOTORS: Activist Investors Propose Shares Buyback --------------------------------------------------------- Michael J. De La Merced, writing for The New York Times' DealBook, reported that a group of hedge funds and Harry J. Wilson, a former member of the Obama administration's auto task force, is seeking changes at General Motors by endorsing a proposal to compel the company to buy back no less than $8 billion worth of shares by next year. According to the DealBook, Mr. Wilson, who had submitted himself as a candidate for the company's board, is backed by David Tepper of Appaloosa Management and Kyle Bass of Hayman Capital Management. Their firms, along with HG Vora and Taconic Capital, own just over 2 percent of G.M.'s stock, the DealBook noted. About General Motors General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. * * * The Troubled Company Reporter, on Sep. 29, 2014, reported that Standard & Poor's Ratings Services raised its corporate credit rating on U.S. automaker General Motors Co. (GM) to 'BBB-' from 'BB+', and revised the outlook to stable from positive. At the same time, S&P raised its issue-level rating on GM's unsecured debt to 'BBB-' from 'BB+' and simultaneously withdrew its '4' recovery rating on that debt, because S&P do not assign recovery ratings to the issues of investment-grade companies. On Oct. 21, 2014, the TCR reported that Fitch Ratings has assigned a rating of 'BB+' to GM's amended unsecured credit facilities. Fitch currently rates GM's Issuer Default Rating (IDR) 'BB+'. The Rating Outlook is Positive. Fitch has also affirmed and withdrawn the 'BB+' IDR of GM's General Motors Holdings LLC (GM Holdings) subsidiary, as there is no longer any rated debt at the subsidiary, and Fitch does not expect the subsidiary to be an active issuer going forward. Fitch has also withdrawn GM Holdings' unsecured credit facility rating of 'BB+' as the subsidiary is no longer a borrower on the facilities. The TCR, on Nov. 6, 2014, reported that Fitch Ratings has assigned a rating of 'BB+' to GM's proposed issuance of senior unsecured notes. The existing Issuer Default Rating (IDR) for GM is 'BB+' and the Rating Outlook is Positive. GENERAL MOTORS: Suzuki Wants Suit Over Compact Car Fires Tossed --------------------------------------------------------------- Law360 reported that Suzuki Motor of America Inc. urged an Oklahoma federal court to toss a proposed class action accusing it of concealing a defect in certain General Motors LLC-manufactured Forenza and Reno compact cars, saying it is not liable for the actions of its predecessor, which was dissolved during bankruptcy. According to the report, the Korean motorcycle and boat manufacturer argued that under a 2013 asset purchase agreement approved by a federal bankruptcy court, it did not agree to take on the entirety of predecessor American Suzuki Motor Corp.'s liabilities and lead plaintiff, Jason Dinwiddie, cannot bring a multimillion dollar class action against it for alleged defects in vehicles it did not manufacture or sell. The suit is Dinwiddie et al v. Suzuki Motor of America Inc, case number 5:14-cv-01127, in the U.S. District Court for the Western District of Oklahoma. About General Motors General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. * * * The Troubled Company Reporter, on Sep. 29, 2014, reported that Standard & Poor's Ratings Services raised its corporate credit rating on U.S. automaker General Motors Co. (GM) to 'BBB-' from 'BB+', and revised the outlook to stable from positive. At the same time, S&P raised its issue-level rating on GM's unsecured debt to 'BBB-' from 'BB+' and simultaneously withdrew its '4' recovery rating on that debt, because S&P do not assign recovery ratings to the issues of investment-grade companies. On Oct. 21, 2014, the TCR reported that Fitch Ratings has assigned a rating of 'BB+' to GM's amended unsecured credit facilities. Fitch currently rates GM's Issuer Default Rating (IDR) 'BB+'. The Rating Outlook is Positive. Fitch has also affirmed and withdrawn the 'BB+' IDR of GM's General Motors Holdings LLC (GM Holdings) subsidiary, as there is no longer any rated debt at the subsidiary, and Fitch does not expect the subsidiary to be an active issuer going forward. Fitch has also withdrawn GM Holdings' unsecured credit facility rating of 'BB+' as the subsidiary is no longer a borrower on the facilities. The TCR, on Nov. 6, 2014, reported that Fitch Ratings has assigned a rating of 'BB+' to GM's proposed issuance of senior unsecured notes. The existing Issuer Default Rating (IDR) for GM is 'BB+' and the Rating Outlook is Positive. GENERAL MOTORS: Widow Says Co. Hid Evidence in Crash Case --------------------------------------------------------- Law360 reported that a widow who settled her 2007 lawsuit against General Motors Co. over a crash that killed her family wants a "do-over," asking a New York bankruptcy court to revive her suit because GM hid evidence about the ignition switch and other problems while it argued her husband committed murder-suicide. According to the report, Doris Powledge Phillips asked the court to negate her 2010 settlement in the suit, or to set aside the stipulation she agreed to then, on the grounds that her rights to due process were cheated. 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. GEORGES MARCIANO: Tries to Keep Dispute in Bankruptcy Court ----------------------------------------------------------- Law360 reported that the administrator for bankrupt Guess Inc. co-founder Georges Marciano moved to oppose a company's attempt to remove bankruptcy references in a dispute over defamation damages in California federal court. To recall, Marciano had sued a group of former employees in 2007 in California state court for the alleged theft of his driver's personal documents and artwork but got hit with winning cross-complaints that put him on the hook for more than $95 million in damages. Three of the employees filed an involuntary bankruptcy petition to collect the award, the report said. The case is Georges Marciano et al v. Art Pack, Inc., Case No. 2:15-cv-00444 (C.D. Calif.). About Georges Marciano Georges Marciano is the co-founder of the apparel company Guess?, Inc. and an investor in various companies and real estate ventures. Three of the five former employees of Mr. Marciano, who won a $370 million libel judgment against him in July 2009, filed an involuntary chapter 11 bankruptcy petition (Bankr. C.D. Calif. Case No. 09-39630) against the Guess? Inc. co-founder on Oct. 27 2009. Mr. Marciano challenged the involuntary petition for 14 months, and Judge Victoria S. Kaufman entered an order for relief against Mr. Marciano on Dec. 29, 2010. The bankruptcy court appointed David K. Gottlieb as the trustee of Mr. Marciano's bankruptcy estate on March 7, 2011. GLOBAL GEOPHYSICAL: Completes Restructuring, Exits Chapter 11 ------------------------------------------------------------- Global Geophysical Services, Inc., on Feb. 10 disclosed that it has successfully completed its balance sheet restructuring and emerged from bankruptcy, following confirmation of Global's Second Amended Joint Chapter 11 Plan of Reorganization by the U.S. Bankruptcy Court for the Southern District of Texas, Corpus Christi Division, on February 6, 2015‎. "Our emergence from Chapter 11 marks the start of a new chapter for our company," said Richard White, Global Chief Executive Officer. "Through this process we have reduced our funded debt by approximately $250 million and strengthened our capital structure. Our new financial profile provides a solid financial foundation to sustainably operate and grow the business. Global is moving forward as a company that is well positioned to execute on our strategic plan across all four of our service and product lines." The exit financing included first lien financing of $85 million, including a $25 million revolving line of credit, and approximately $32 million in second lien financing provided by a group of Global's debtor-in-possession lenders. "Our emergence would not have been possible without the support of our lenders, whose willingness to invest in our company demonstrates their confidence in Global's prospects for long-term growth and value creation. We also appreciate the dedication of our employees, who continued to serve our customers without interruption throughout this process. Finally, we thank our customers along with our affiliates, vendors and other stakeholders for their loyalty. We believe Global is poised for renewed success and we are excited about the opportunities ahead," Mr. White concluded. Rothschild Inc. served as financial advisor and investment banker and Alvarez & Marsal North America, LLC served as restructuring advisor to Global. Baker Botts L.L.P. served as Global's restructuring counsel. Willkie Farr & Gallagher served as counsel to the exit lender. Global's court filings with the U.S. Bankruptcy Court for the Southern District of Texas, Corpus Christi Division, are available on a separate website administered by Global's claims agent, Prime Clerk, at http://cases.primeclerk.com/ggs About Global Geophysical, Autoseis et al. Global Geophysical Services Inc., a provider of seismic data for the oil and gas drilling industry, sought bankruptcy protection, intending to reorganize on its own with additional capital or explore a sale or other transaction. Based in Missouri City, Texas, Global Geophysical disclosed assets of $468.7 million and liabilities totaling $407.3 million as of Sept. 30, 2013. Liabilities include $81.8 million on a secured term loan owing to TPG Specialty Lending Inc. and Tennenbaum Capital Partners LLC. TPG is the lenders' agent. Global also owes $250 million on two issues of 10.5 percent senior unsecured notes, with Bank of New York Mellon Trust Co. as indenture trustee. Global Geophysical and five affiliates, including Autoseis, Inc. (lead debtor), filed Chapter 11 petitions in Corpus Christi, Texas (Bankr. S.D. Tex. Lead Case No. 14-20130) on March 25, 2014. The Debtors are represented by C. Luckey McDowell, Esq., Omar Alaniz, Esq., and Ian E. Roberts, Esq., at Baker Botts, LLP, in Dallas, Texas; and Shelby A. Jordan, Esq., and Nathanial Peter Holzer, Esq., at Jordan, Hyden, Womble, Culbreth, & Holzer, PC in Corpus Christi, Texas. Alvarez & Marsal serves as the Debtors' restructuring advisors, Fox Rothschild Inc. as financial advisor, and Prime Clerk as claims and noticing agent. The U.S. Trustee for Region 7 selected seven creditors to the Official Committee of Unsecured Creditors. The Committee tapped Greenberg Traurig, LLP as counsel; and Lazard Freres & Co. LLC and Lazard Middle Market LLC, as financial advisors and investment bankers. The Ad Hoc Group of Noteholders and the DIP Lenders are represented by Marty L. Brimmage, Jr., Esq., Charles R. Gibbs, Esq., Michael S. Haynes, Esq., and Lacy M. Lawrence, Esq., at Akin Gump Strauss Hauer & Feld LLP. Prepetition secured lender TPG is represented by David M. Bennett, Esq., Tye C. Hancock, Esq., and Joseph E. Bain, Esq., at Thompson & Knight LLP; and Adam C. Harris, Esq., Lawrence V. Gelber, Esq., David M. Hillman, Esq., and Brian C. Tong, Esq., at Schulte Roth & Zabel LLP. GREEN MOUNTAIN: Amends Schedules of Assets and Liabilities ---------------------------------------------------------- Green Mountain Management LLC and its debtor-affiliates filed an amended schedules of assets and liabilities, and statement of financial affairs in the U.S. Bankruptcy Court for the Northern District of Georgia, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property B. Personal Property $7,744,387 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $20,741,250 E. Creditors Holding Unsecured Priority Claims $91,665 F. Creditors Holding Unsecured Non-priority Claims $1,420,204 ----------- ----------- TOTAL $7,744,387 $22,253,121 A full-text copy of the amended schedules and statement is available for free at: http://bankrupt.com/misc/GREENMOUNTAIN_Amended_SAL.pdf About Green Mountain Green Mountain Management, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 14-64287) on July 25, 2014. The petition was signed by Daniel B. Cowart, sole member of Georgia Flattop Partners, LLC, and chairman of Green Mountain Management, LLC. According to the docket, the Debtor's Chapter 11 plan and disclosure statement are due Nov. 24, 2014. The Debtor estimated $10 million to $50 million in assets and debt. Georgia Flattop Partners, LLC is the managing member and holders of 93% of the stock. The case is assigned to Judge Barbara Ellis-Monro. The Debtor is represented by Sage M. Sigler, Esq., at Alston & Bird, LLP, in Atlanta. No official committee of unsecured creditors has been appointed, and UMB Bank, n.a.'s request for the appointment of a trustee was resolved consensually pursuant to this Court's order entered on Nov. 20, 2014. GREEN MOUNTAIN: Gets Final Approval to Access Bay Point DIP Loan ---------------------------------------------------------------- The Hon. Barbara Ellis-Monro of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Georgia Flattop Partners LLC and Green Mountain Management LLC to obtain debtor-in-possession financing from Bay Point Capital Partners LP on a final basis. The Debtors said the DIP facility contemplates a revolving credit line of $2,000,000 pursuant to the senior secured superpriority debtor-in-possession credit agreement dated Dec. 22, 2014, with the DIP lender. The DIP loan will accrue a 4% interest rate per annum in excess of the non-default interest rate at the base rate plus 10%. As reported in the Troubled Company Reporter on Jan. 5, 2015, the Debtors have an urgent need to obtain DIP Financing to, among other things, fund the building of a third cell to increase capacity at the municipal solid waste landfill northwest of Birmingham, Alabama. After discussions with all potential lenders, the Debtors determined that the proposal of Bay Point Capital Partners, LP (the DIP lender), contained the most favorable pricing and other terms and effectively addressed the Debtors' working capital and liquidity requirements The loan will have these interest rates: a) the base rate plus (b) 10%; b) effective immediately upon borrower learning of an event of default, (i) unless waived in writing by the DIP lender, interest on the outstanding loans under the DIP facility will accrue at a rate that is 4% per annum in excess of the non-default interest rate. UMB Bank, N.A., the indenture trustee under the Mortgage and Trust Indenture dated Aug. 1, 2010, has consented to the DIP Facility, including the granting of priming liens and superpriority claims to the DIP Lender provided, the indenture trustee and the bondholders receive a full and complete release by the Debtors of any and all claims relating to or arising from the bonds. About Green Mountain Green Mountain Management, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 14-64287) on July 25, 2014. The petition was signed by Daniel B. Cowart, sole member of Georgia Flattop Partners, LLC, and chairman of Green Mountain Management, LLC. According to the docket, the Debtor's Chapter 11 plan and disclosure statement are due Nov. 24, 2014. The Debtor estimated $10 million to $50 million in assets and debt. Georgia Flattop Partners, LLC is the managing member and holders of 93% of the stock. The case is assigned to Judge Barbara Ellis-Monro. The Debtor is represented by Sage M. Sigler, Esq., at Alston & Bird, LLP, in Atlanta. No official committee of unsecured creditors has been appointed, and UMB Bank, n.a.'s request for the appointment of a trustee was resolved consensually pursuant to this Court's order entered on Nov. 20, 2014. GREEN MOUNTAIN: Wants Plan Filing Deadline Extended to May 21 ------------------------------------------------------------- Green Mountain Management LLC and its debtor-affiliates ask the U.S. Bankruptcy Court for the Northern District of Georgia to further extend their exclusive period to: a) file a Chapter 11 plan until May 21, 2015; and b) solicit acceptances of that plan until July 20, 2015. The Debtors' current plan filing deadline will expire on Feb. 20, 2015, and the solicitation period is set to expire on April 21, 2015, absent an extension. According to the Debtors, their exclusive periods are intended to afford them a full and fair opportunity to negotiate and propose a plan that will return the greatest value to their estates, creditors and other parties in interest without the disruption that might be caused by the filing of competing plans by non-debtor parties. The Debtors say, in connection with formulating a Chapter 11 plan, they have worked with, and continue to work with, key constituencies in these cases to understand any issues these parties may have with their business plan and future proposed plan of reorganization. No creditors' committee has been appointed in these cases, but the Debtors have stayed in close, direct communications with their creditors, which has allowed them to maintain normal credit terms with their vendors and suppliers. Sage M. Sigler, Esq., at Alston & Bird LLP, says "the Debtors have maintained positive relationships with their customers and have continued to timely service their contracts postpetition." The Court will hold a hearing on Feb. 11, 2015, at 11:00 a.m., in Courtroom 1402, United States Courthouse, 75 Spring Street SW in Atlanta, Georgia. About Green Mountain Green Mountain Management, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 14-64287) on July 25, 2014. The petition was signed by Daniel B. Cowart, sole member of Georgia Flattop Partners, LLC, and chairman of Green Mountain Management, LLC. According to the docket, the Debtor's Chapter 11 plan and disclosure statement are due Nov. 24, 2014. The Debtor estimated $10 million to $50 million in assets and debt. Georgia Flattop Partners, LLC is the managing member and holders of 93% of the stock. The case is assigned to Judge Barbara Ellis-Monro. The Debtor is represented by Sage M. Sigler, Esq., at Alston & Bird, LLP, in Atlanta. No official committee of unsecured creditors has been appointed, and UMB Bank, n.a.'s request for the appointment of a trustee was resolved consensually pursuant to this Court's order entered on Nov. 20, 2014. GREEN MOUNTAIN: Wants Until Aug. 17 on Lease-Related Decisions -------------------------------------------------------------- Green Mountain Management LLC and its debtor-affiliates ask the U.S. Bankruptcy Court for the Northern District of Georgia to extend the time within which assume or reject unexpired leases of nonresidential real property through and including Aug. 17, 2015. According to the Debtors, their only unexpired lease is the lease dated Aug. 1, 2010, with Solid Waste Disposal Authority of the City, under which they are the lessee of a municipal solid waste landfill in Adamsville, Alabama. In connection with the landfill lease, Green Mountain and the City are also parties to a host agreement dated Oct. 20, 2010. their obligations under the host agreement are the only obligations Green Mountain owes directly to the City in connection with the landfill lease. To the best of their knowledge, information, and belief, they have timely performed all of their post-petition obligations owing directly to the City, the Debtors say. The Court will hold a hearing on Feb. 11, 2015, at 11:00 a.m., in Courtroom 1402, United States Courthouse, 75 Spring Street SW in Atlanta, Georgia. About Green Mountain Green Mountain Management, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 14-64287) on July 25, 2014. The petition was signed by Daniel B. Cowart, sole member of Georgia Flattop Partners, LLC, and chairman of Green Mountain Management, LLC. According to the docket, the Debtor's Chapter 11 plan and disclosure statement are due Nov. 24, 2014. The Debtor estimated $10 million to $50 million in assets and debt. Georgia Flattop Partners, LLC is the managing member and holders of 93% of the stock. The case is assigned to Judge Barbara Ellis-Monro. The Debtor is represented by Sage M. Sigler, Esq., at Alston & Bird, LLP, in Atlanta. No official committee of unsecured creditors has been appointed, and UMB Bank, n.a.'s request for the appointment of a trustee was resolved consensually pursuant to this Court's order entered on Nov. 20, 2014. GRIFFIN HOMEBUILDING: Developers Can't Shake $19-Mil. Suit ---------------------------------------------------------- Law360 reported that a California judge tentatively rejected a bid by individual owners of bankrupt developer Griffin Homebuilding Group LLC to toss Weyerhaeuser Realty Investors Inc.'s contract suit seeking $19 million, saying defendants didn't prove WRI wasn't damaged when the owners allegedly "looted" funds intended for development ventures. According to the report, ten of GHG's owners and officers, including several members of the Griffin family, had moved for summary judgment of WRI's claims that the defendants breached two operating agreements governing Parkebridge LLC and Riverwalk Vista LLC. GT ADVANCED: Judge Extends Deadline to Remove Suits to May 5 ------------------------------------------------------------ U.S. Bankruptcy Judge Henry Boroff has given GT Advanced Technologies Inc. until May 5 to file notices of removal of lawsuits involving the company and its affiliates. About GT Advanced Technologies Headquartered in Merrimack, New Hampshire, GT Advanced Technologies Inc. -- http://www.gtat.com/-- produces materials and equipment for the electronics industry. On Nov. 4, 2013, GTAT announced a multiyear supply deal with Apple Inc. to produce sapphire glass material for use in consumer electronics products. Under the deal, Apple would provide GTAT with a prepayment of approximately $578 million paid in four installments and, starting in 2015, GTAT would reimburse Apple for the prepayment over a five-year period. GT is a publicly held corporation whose stock was traded on NASDAQ under the ticker symbol "GTAT." GTAT was de-listed from the NASDAQ stock exchange in October 2014. As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and eight affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 14-11916). GT says that it has sought bankruptcy protection due to a severe liquidity crisis brought about by its issues with Apple. The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee has named seven members to the Official Committee of Unsecured Creditors. The Committee' professionals are Kelley Drye as its bankruptcy counsel; Devine, Millimet & Branch, Professional Association as local counsel; EisnerAmper LLP as financial advisors; and Houlihan Lokey Capital, Inc. as investment banker. GTAT has reached a settlement with Apple. The settlement gives Apple an approved claim for $439 million secured by more than 2,000 sapphire furnaces that GT Advanced owns and has four years to sell, with proceeds going to Apple. In addition, Apple gets royalty-free, non-exclusive licenses for GTAT's technology. GTA REALTY: Wants More Time to File Reorganization Plan ------------------------------------------------------- GTA Realty II LLC asks the Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York to extend its 120-day exclusive period to file a plan of reorganization and its 180-day period to solicit acceptances to a plan of reorganization. The Debtor tells the Court that it is concerned that absent an extension, it will face a competing plan making a successful reorganization harder. Mark Frankel, Esq., at Backenroth Frankel & Krinsky LLP, noted "On the Debtor's reasonable prospects for reorganization, again, the buildings are valuable enough to ensure payment in full whether by sale of refinance or by selling one and refinancing the other. The Debtor’s prospects are excellent." The Debtor's current exclusivity was slated to expire Feb. 5, 2015. A hearing is set for Feb. 25, 2015, at 9:45 a.m., at One Bowling Green in New York, New York. About GTA Realty II GTA Realty II, LLC, sought bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12840) in Manhattan on Oct. 8, 2014. In its schedules of assets and liabilities, the Debtor disclosed $18 million in total assets and $7.26 million in liabilities. The Debtor owns real property at 184 Prince Street, New York, valued at $6 million and a property at 287 Bleeker Street, New York, valued at $12 million. U.S. Bank National Association, owed $5.3 million, holds a first mortgage on the property. The case is assigned to Judge Robert E. Gerber. The Debtor is represented by Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, in New York. The Debtor's Chapter 11 plan and disclosure statement are due Feb. 5, 2015. The initial case conference is due by Nov. 7, 2014. The Debtor has tapped Backenroth Frankel & Krinsky, LLP as counsel. The U.S. Trustee for Region 2 appointed three creditors to serve on the official committee of unsecured creditors. GTL USA: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: GTL (USA), Inc. 5200 Tennyson Parkway, Suite 200 Plano, TX 75024 Case No.: 15-40248 Chapter 11 Petition Date: February 9, 2015 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Judge: Hon. Brenda T. Rhoades Debtor's Counsel: Richard G. Grant, Esq. Lynnette Warman TX, Esq. CULHANE MEADOWS, PLLC 100 Crescent Court, Suite 700 Dallas, TX 76034 Tel: 214-210-2929 Fax: 214-210-2949 Emails: rgrant@culhanemeadows.com lwarman@culhanemeadows.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Urmeet S. Juneja, senior vice president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. GULFCO HOLDING: Appeals Case Dismissal to 3rd Cir. -------------------------------------------------- In the adversary case, GULFCO HOLDING CORP., Plaintiff, vs. PROSPECT CAPITAL CORP., Defendant, Adv. No. 14-50037 (BLS)(Bankr. D. Del.), counsel to Gulfco submitted a status report in response to the Court's Order dated January 6, 2015: 1. On April 15, 2014, the Court entered an order dismissing the Debtor's bankruptcy case. 2. On April 28, 2014, the Debtor appealed the Dismissal Order. 3. On Dec. 9, 2014, the District Court entered an order affirming the Dismissal Order. 4. On Jan. 8, 2015, the Debtor appealed the District Court's order to the United States Court of Appeals for the Third Circuit. 5. Debtor's counsel is available at the Court's convenience should the Court have any concerns. Counsel for Gulfco Holding Corp. are: Michael J. Barrie, Esq. Jennifer R. Hoover, Esq. BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP 222 Delaware Avenue, Suite 801 Wilmington, DE 19801 Telephone: (302) 442-7010 Facsimile: (302) 442-7012 E-mail: mbarrie@beneschlaw.com jhoover@beneschlaw.com - and - David W. Mellott, Esq. BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP 200 Public Square, Suite 2300 Cleveland, OH 44114-2378 Telephone: (216) 363-4465 Facsimile: (216) 363-4588 E-mail: dmellott@beneschlaw.com About Gulfco Holding Headquartered in Wilton, Connecticut, Gulfco Holding Corp. filed a bare-bones Chapter 11 petition (Bankr. D. Del. Case No. 13-13113) on Nov. 27, 2013. The Hon. Brendan Linehan Shannon presides over the case. Michael Jason Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP represents the Debtor in its restructuring effort. The Debtor disclosed $23,000,576 in assets and $46,375,863 in liabilities as of the Chapter 11 filing. According to the list of top unsecured creditors, PNC Bank, National Association is owed $5.4 million and Prospect Capital Corp. has a disputed claim of $40.95 million on account of its shares of stock in Gulf Coast Machine & Supply Company. Altus Capital Partners II, L.P. and its affiliates, Franklin Park Co-Investment Fund, L.P., David LeBlanc, and Steven Tidwell own shares in the company. Elizabeth A. Burgess, as president and CEO, signed the Chapter 11 petition. No creditors' committee has been appointed in the case. HOLDER GROUP SUNDANCE: Case Summary & 8 Top Unsecured Creditors --------------------------------------------------------------- Debtor: The Holder Group Sundance, LLC 5355 Kietzke Lane Ste 102 Reno, NV 89511 Case No.: 15-50157 Chapter 11 Petition Date: February 9, 2015 Court: United States Bankruptcy Court District of Nevada (Reno) Debtor's Counsel: Stephen R Harris, Esq. HARRIS LAW PRACTICE LLC 6151 Lakeside DR, Ste 2100 Reno, NV 89511 Tel: (775) 786-7600 Fax: (775) 786-7764 Email: steve@harrislawreno.com Total Assets: $10.4 million Total Liabilities: $5.08 million The petition was signed by Harold D. Holder Sr., manager. List of Debtor's eight Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ ACC Goods/Services $2,540 Aristocrat Sales Order $40,730 HAP Controls Goods/Services $804 Harold D. Holder Sr. Unknown IGT Sales Order $52,814 Nevada Bank & Trust $37,813 Pepsi Bottling Group Goods/Services $289 Yesco Goods/Services $834 HOLDER GROUP SUNDANCE: Files for Ch. 11 with $5M in Debt -------------------------------------------------------- The Holder Group Sundance, LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 15-50157) in Reno, Nevada, on Feb. 9, 2015, disclosing $5.08 million in debt. The Debtor owns property at 33 Winnemucca Blvd., in Winnemucca, Nevada, valued at $8.64 million. The property secures a $2.81 million debt to Plumas Bank, which has a first deed of trust, and a $2.14 million debt to Nevada State Bank, which has a second deed of trust. The Debtor filed its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $8,639,995 B. Personal Property $1,776,123 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $5,078,619 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $4,469 ----------- ----------- TOTAL $10,416,118 $5,083,087 A copy of the schedules filed together with the petition is available for free at: http://bankrupt.com/misc/nvb15-50157_SAL.pdf The Debtor has tapped Stephen R. Harris, Esq., at Harris Law Practice LLC, in Reno, Nevada, as counsel. HOMCO REALTY: Files for Bankruptcy; Creditors' Meeting on Feb. 19 ------------------------------------------------------------------ Homco Realty Fund (105) Limited Partnership filed for bankruptcy on Feb. 4, 2015, in Montreal, Quebec. The first meeting of creditors of Homco Realty Fund will be held Feb. 19, 2015, at 10:00 a.m., at the office of Samson Belair/Deloitte & Touche Inc. located at 1 Place Ville-Marie, Suite 300 in Montreal, Quebec. The trustee for the Company may be reached at: Samson Belair/Deloitte & Touche Inc. Trustee of Homco Realty Fund (105) Limited Partnership 1 Place Ville-Marie, Suite 3000 Montreal, Quebec, Canada, H3B 4T9 Tel: 514-393-5974 Fax: 514-390-4103 IBAHN CORP: Asks Court to Extend Deadline to Remove Suits --------------------------------------------------------- iBahn Corp. has filed a motion seeking additional time to remove lawsuits involving the company and its affiliates. In its motion, iBahn asked the U.S. Bankruptcy Court in Delaware to move the deadline for filing notices of removal of the lawsuits to March 31. The extension would give iBahn opportunity to make "fully-informed decisions" concerning removal of any lawsuit involving the company, according to its lawyer, James O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. The deadline for filing objections to the motion is Feb. 13. About iBahn Corp. Salt Lake City, Utah-based IBahn Corp., a provider of Internet services to hotels, sought bankruptcy protection (Bankr. D. Del., Case No. 13-12285), citing a loss of contracts with largest customer Marriott International Inc. and patent litigation costs. IBahn Chief Financial Officer Ryan Jonson said the company had assets of $13.6 million and it listed liabilities of as much as $50 million in the Chapter 11 filing on Sept. 6, 2013. The petitions were signed by Ryan Jonson as chief financial officer. Judge Peter J. Walsh presides over the case. Laura Davis Jones, Esq., Davis M. Bertenthal, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang, Ziehl Young & Jones, LLP, serve as the Debtors' counsel. The Debtors' claims and noticing agent is Epiq Bankruptcy Solutions. Epiq also serves as administrative agent. Houlihan Lokey Capital, Inc., serves as financial advisor and investment banker. IMPERIAL CAPITAL: FDIC Settles Fight Over $30-Mil. -------------------------------------------------- Law360 reported that a California bankruptcy judge approved a multi-million-dollar settlement over $30.3 million in disputed tax refunds and other pending claims between reorganized debtor Imperial Capital Inc. and the Federal Deposit Insurance Corp. According to the report, under the settlement approved by U.S. Bankruptcy Judge Louise DeCarl Adler, Imperial Capital -- formerly known as Imperial Capital Bancorp Inc. -- will receive 45 percent of the tax refunds and the FDIC, the receiver of the failed Imperial Capital, will take the remaining 55 percent. About Imperial Capital La Jolla, California-based Imperial Capital Bancorp, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No. 09-19431) on Dec. 18, 2009. Gary E. Klausner, Esq., Eve H. Karasik, Esq., and Gregory K. Jones, Esq., at Stutman, Treister & Glatt, P.C., in Los Angeles, serves as the Debtor's bankruptcy counsel. FTI Consulting Inc. serves as its financial advisor. The Company disclosed $40.4 million in assets and $98.7 million in liabilities. Tiffany L. Carroll, the U.S. Trustee for Region 15, appointed three members to the official committee of unsecured creditors in the Debtor's case. David P. Simonds, Esq., and Christina M. Padien, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Los Angeles, represents the Committee as counsel. The Bankruptcy Court last month confirmed Imperial Capital's Second Amended Chapter 11 Plan of Reorganization proposed by the Debtors and HoldCo Advisors. INDUSTRIAL ENTERPRISES: Judge Keeps Most of Clawback Suit Alive --------------------------------------------------------------- Law360 reported that the bankruptcy judge for antifreeze maker Industrial Enterprises of America Inc. has largely denied a motion to get rid of a clawback suit regarding an alleged diversion of money to two executives who were later convicted. According to the report, U.S. Bankruptcy Judge Brendan Linehan Shannon granted the motion to dismiss for just one of the 11 claims, a fraudulent-conveyance cause for pre-2008 transfers. IEAM's bankruptcy is part of the larger bankruptcy of Pitt Penn Holding Co. Inc., the report noted. About Pitt Penn and Industrial Enterprises Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each filed voluntary petitions for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11475 and 09-11476) on April 30, 2009. Industrial Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on May 1, 2009. EMC Packaging, Inc., filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4, 2009. Unifide Industries, LLC, and Today's Way Manufacturing LLC, each filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009. PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of IEAM. The cases are jointly administered under Case No. 09-11475. Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington, Del., represents the Debtors as counsel. In its petition, Industrial Enterprises disclosed total assets of $50,476,697 and total debts of $17,853,997. Industrial Enterprises originally operated as a holding company with four wholly owned subsidiaries, PPH, EMC, Unifide, and Today's Way. PPH, through its wholly owned subsidiary, PPO, was a leading manufacturer, marketer and seller of automotive chemicals and additives. EMC's original business consisted of converting hydrofluorocarbon gases R134a and R152a into branded private label refrigerant and propellant products. Unifide was a leading marketer and seller of automotive chemicals and additives. Today's Way manufactured and packaged the products which were sold by Unifide. Norman L. Pernick was appointed as the chapter 11 trustee for the Debtors. The trustee tapped Cole, Schotz, Meisel, Forman & leonard, P.A., as counsel, and CohnReznick LLP as his exclusive financial advisor. JEMSEK CLINIC: Court Rejects Bids for Sanctions ----------------------------------------------- Bankruptcy Judge J. Craig Whitley denied cross-motions for sanctions filed in the lawsuit commenced by Blue Cross and Blue Shield of North Carolina against Joseph Gregory Jemsek, M.D. and the Jemsek Clinic P.A. "Neither side is blameless; in zealously seeking victory, both have skirted the edges of ethical conduct, discovery rules, and the duty of candor. Many of the antics by both sides are more befitting of a playground brawl than a federal court case. Even so, as far as Defendants' current request for sanctions, the Court cannot find that a "fraud has been practiced upon it, or that the very temple of justice has been defiled," Judge Whitley said in February 6, 2015 Order available at http://bit.ly/1MbcxIVfrom Leagle.com. The case is, BLUE CROSS AND BLUE SHIELD OF NORTH CAROLINA, Plaintiff, Counterclaim Defendant. v. JEMSEK CLINIC, P.A. AND JOSEPH JEMSEK, M.D. an individual, Defendants, Counterclaim Plaintiffs, Adv. Proc. No. 07-3006 (Bankr. W.D.N.C.). Jemsek Clinic, P.A., dba Jemsek Specialty Clinic, Lyme and Related Diseases, PLLC, fka Jemsek Clinic, PLLC -- http://www.jemsekclinic.com/-- operates a center for the practice of internal medicine and infectious diseases in Huntersville, N.C. The center specializes in general infectious disease diagnosis and treatment, with a primary focus on HIV/AIDS and Lyme Disease. The debtor sought chapter 11 protection (Bankr. W.D.N.C. Case No. 06-31766) on Oct. 25, 2006, and is represented by Travis W. Moon, Esq., at Hamilton Fay Moon Stephens Steele & Martin, PLLC, in Charlotte, N.C. At the time of the filing, the Debtor estimated its assets and debts at less than $10 million. LANGTREE VENTURES: Retains Keen-Summit to Auction Office Building ----------------------------------------------------------------- Keen-Summit Capital Partners LLC has been retained to market a portfolio of 3 Medical Office Buildings in Charlotte, NC pursuant to a bankruptcy auction to be held on March 17, 2015. The buildings are located 1928 Randolph Road, 1946 Randolph Road (parking lot), 1960 Randolph Road and 2115 East 7th Street in Charlotte, in the heart of the Novant Health / Presbyterian Medical Center area. The properties are being sold as part of the Langtree Ventures MOB, LLC bankruptcy proceeding, with Keen-Summit working with the court appointed Trustee, Edward P. Bowers of the Gastonia, NC based firm of Middleswarth, Bowers & Co. The court approved Bid Qualification Deadline is March 6, 2015, and the auction is scheduled for March 17, 2015. The Minimum Bid for the portfolio is $9,000,000. Bid procedures and additional information are available and offers can be accepted by the Trustee prior to the Bid Qualification Deadline. "This is an extraordinary opportunity to acquire 3 income producing properties in the thriving Novant Health medical center area", said Keen-Summit Principal and Managing Director Matthew Bordwin. "The Randolph Road buildings are located adjacent to Novant's Midtown Medical Center Urgent Care building and the East 7th Street building is located less than a mile away. The two smaller buildings are both 100% occupied and the larger building has tremendous upside." The three buildings total 55,264± sf, with the 1928 Randolph Road property being 33,658± sf on .98 acres, the 1960 Randolph Road building being 12,606± sf on .92 acres and the 2115 East 7th Street property being 9,000± sf on .58 acres. Situated between the 1928 and 1960 Randolph Road buildings is a .65 acre parking lot. Keen-Summit Capital Partners LLC was retained by Order of the United States Bankruptcy Court, Western District of North Carolina, Statesville Division on February 2, 2015. For more information about the building and/or the sale process, contact Matthew Bordwin at mbordwin@keen-summit.com Craig Fox at cafox@keen-summit.com or Doug Greenspan at dgreenspan@keen-summit.com or call 646-381-9222. Located in New York, Keen-Summit Capital Partners LLC, -- http://www.keen-summit.com-- provides real estate analysis, valuation and strategic planning services, brokerage, M&A, auction services, lease restructuring services and real estate capital market services. LIGHTSQUARED INC: Judge Dismisses Most of GPS Suit -------------------------------------------------- Joseph Checkler, writing for The Wall Street Journal, reported that Judge Richard M. Berman of the U.S. District Court in Manhattan has dismissed much of the lawsuit LightSquared Inc. and Harbinger Capital Partners filed against companies in the global-positioning-system industry but said LightSquared can proceed with claims that the GPS equipment interferes with LightSquared's network. According to the report, Judge Berman tossed most of the claims against the GPS companies, Garmin Ltd. and Trimble Navigation Ltd., as well as ones against Deere & Co., including one for unjust enrichment and another for breach of contract. All of Harbinger’s claims are gone, while nine of 11 LightSquared ones were thrown out, the Journal said. About LightSquared Inc. LightSquared Inc. and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on May 14, 2012, to resolve regulatory issues that have prevented it from building its coast-to-coast integrated satellite 4G wireless network. LightSquared had invested more than $4 billion to deploy an integrated satellite-terrestrial network. In February 2012, however, the U.S. Federal Communications Commission told LightSquared the agency would revoke a license to build out the network as it would interfere with global positioning systems used by the military and various industries. In March 2012, the Company's partner, Sprint, canceled a master services agreement. LightSquared's lenders deemed the termination of the Sprint agreement would trigger cross-defaults under LightSquared's prepetition credit agreements. LightSquared and its prepetition lenders attempted to negotiate a global restructuring that would provide LightSquared with liquidity and runway necessary to resolve its issues with the FCC. Despite working diligently and in good faith, however, LightSquared and the lenders were not able to consummate a global restructuring on terms acceptable to all interested parties. Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to the Debtors. Alvarez & Marsal North America, LLC, is the financial advisor. Kurtzman Carson Consultants LLC serves as claims and notice agent. * * * The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York on Jan. 20, 2015, approved the second amended specific disclosure statement explaining Lightsquared Inc., et al.'s second amended joint plan, and will hold hearing on March 29, 2015, at 10:00 a.m. (prevailing Eastern time) to consider confirmation of the second amended joint plan filed by Lightsquared and its debtor-affiliates together with Fortress Credit Opportunities Advisor LLC, Harbinger Capital Partners LLC, and Centerbridge Partners LP. LLS AMERICA: Ch.11 Trustee Wins Judgment Against 685937 BC Ltd -------------------------------------------------------------- Chief District Judge Rosanna Malouf Peterson said Bruce P. Kriegman -- solely in his capacity as court-appointed Chapter 11 Trustee for debtor LLS America, LLC -- is awarded Judgment against defendant 685937 BC, Ltd. as follows: a. Judgment C$989,235.04 b. Plus prejudgment interest of C$25,781.90 from July 21, 2009 to February 4, 2015, and continuing thereafter until entry of this judgment, at the federal rate of 0.47% per annum c. Judgment US$20,400.00 d. Plus prejudgment interest of US$531.67 from July 21, 2009 to February 4, 2015, and continuing thereafter until entry of this judgment, at the federal rate of 0.47% per annum e. Plus taxable costs in the amount to be determined by the Court f. Plus post-judgment interest from the date of Judgment until fully paid at the federal rate of 0.17% per annum (28 U.S.C. Sec. 1961) All proofs of claim filed by the Defendants in the Debtor's bankruptcy proceedings or any claims that may arise are disallowed pursuant to 11 U.S.C. Sec. 502(d) unless and until the avoided transfers are returned to the Trustee-Plaintiff. The case is, BRUCE P. KRIEGMAN, solely in his capacity as court-appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff, v. MARTINA PEIPER, et al., Defendants, No. 12-CV-628-RMP (E.D. Wash.). A copy of the Court's February 5, 2015 Judgment and Judgment Summary is available at http://is.gd/cs2CuMfrom Leagle.com. About Little Loan Shoppe LLS America LLC, doing business as Little Loan Shoppe, operated an online payday loan business. Affiliate Team Spirit America provided the manpower, management and equipment for Little Loan Shoppe. The companies are among a multitude of Canadian and American business entities owned and operated by Doris E. Nelson, a/k/a Dee Nelson, a/k/a Dee Foster. Investors claimed Ms. Nelson operated a Ponzi scheme. Ms. Nelson allegedly told investors they could earn as much as 60% on money her companies used to make payday loans to consumers. American and Canadian investors bought notes worth US$29 million and another C$26,000,000. However, the investors received no payments after March 2009. One investor group placed a related company, LLS-A LLC, into bankruptcy in July 10, 2009. LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No. 09-23021) on July 21, 2009, before Judge Linda B. Riegle. Gregory E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel. In its petition, the Debtor disclosed $2,661,584 in assets and $24,013,837 in debts. The petition was signed by Ralph Gamble, CEO of the Company. The case was subsequently moved to Washington state (Bankr. E.D. Wash. Case No. 09-06194). Charles Hall was appointed as examiner in the case. LLS AMERICA: Trustee Wins $143,000 Judgment Against Heidi Schulze ----------------------------------------------------------------- Chief District Judge Rosanna Malouf Peterson awarded Bruce P. Kriegman -- solely in his capacity as court-appointed Chapter 11 Trustee for debtor LLS America, LLC -- judgment against defendant Heidi Schulze as follows: a. Judgment US$142,187.33 b. Plus prejudgment interest of US$3,705.75 from July 21, 2009, to February 4, 2015, and continuing thereafter until entry of this judgment, at the federal rate of 0.47% per annum c. Plus taxable costs in the amount to be determined by the Court d. Plus post-judgment interest from the date of Judgment until fully paid at the federal rate of 0.17% per annum (28 U.S.C. Sec. 1961). All proofs of claim filed by the Defendants in the Debtor's bankruptcy proceedings or any claims that may arise are disallowed unless and until the avoided transfers are returned to the Trustee-Plaintiff. The case is, BRUCE P. KRIEGMAN, solely in his capacity as court-appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff, v. MARTINA PEIPER, et al., Defendants, No. 12-CV-628-RMP (E.D. Wash.). A copy of the Court's February 4, 2015 Judgment Summary is available at http://is.gd/ItXCmzfrom Leagle.com. About Little Loan Shoppe LLS America LLC, doing business as Little Loan Shoppe, operated an online payday loan business. Affiliate Team Spirit America provided the manpower, management and equipment for Little Loan Shoppe. The companies are among a multitude of Canadian and American business entities owned and operated by Doris E. Nelson, a/k/a Dee Nelson, a/k/a Dee Foster. Investors claimed Ms. Nelson operated a Ponzi scheme. Ms. Nelson allegedly told investors they could earn as much as 60% on money her companies used to make payday loans to consumers. American and Canadian investors bought notes worth US$29 million and another C$26,000,000. However, the investors received no payments after March 2009. One investor group placed a related company, LLS-A LLC, into bankruptcy in July 10, 2009. LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No. 09-23021) on July 21, 2009, before Judge Linda B. Riegle. Gregory E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel. In its petition, the Debtor disclosed $2,661,584 in assets and $24,013,837 in debts. The petition was signed by Ralph Gamble, CEO of the Company. The case was subsequently moved to Washington state (Bankr. E.D. Wash. Case No. 09-06194). Charles Hall was appointed as examiner in the case. LLS AMERICA: Trustee Wins C$657,000 Judgment Against Foerstner -------------------------------------------------------------- Chief District Judge Rosanna Malouf Peterson said Bruce P. Kriegman -- solely in his capacity as court-appointed Chapter 11 Trustee for debtor LLS America, LLC -- is awarded Judgment against defendant Tyler Foerstner as follows: a. Judgment C$641,650.00 b. Plus prejudgment interest of C$16,722.98 from July 21, 2009 to February 4, 2015, and continuing thereafter until entry of this judgment, at the federal rate of 0.47% per annum c. Plus taxable costs in the amount to be determined by the Court d. Plus post-judgment interest from the date of Judgment until fully paid at the federal rate of 0.17% per annum (28 U.S.C. Sec. 1961) All proofs of claim filed by the Defendants in the Debtor's bankruptcy proceedings or any claims that may arise are disallowed unless and until the avoided transfers are returned to the Trustee-Plaintiff. The Defendant's claim(s) are equitably subordinated such that all proofs of claim that may arise or that have been filed or brought or that may be filed or brought by, on behalf of, or for the benefit of Foerstner, against the Debtor's estate, in the Debtor's bankruptcy or related bankruptcy proceedings are subordinated to all other unsecured claims, pursuant to 11 U.S.C. Sections 510(c)(1) and 105(a). The case is, BRUCE P. KRIEGMAN, solely in his capacity as court-appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff, v. MARTINA PEIPER, et al., Defendants, No. 12-CV-628-RMP (E.D. Wash.). A copy of the Court's February 5, 2015 Judgment and Judgment Summary against Tyler Foerstner is available at http://is.gd/8tjSXXfrom Leagle.com. About Little Loan Shoppe LLS America LLC, doing business as Little Loan Shoppe, operated an online payday loan business. Affiliate Team Spirit America provided the manpower, management and equipment for Little Loan Shoppe. The companies are among a multitude of Canadian and American business entities owned and operated by Doris E. Nelson, a/k/a Dee Nelson, a/k/a Dee Foster. Investors claimed Ms. Nelson operated a Ponzi scheme. Ms. Nelson allegedly told investors they could earn as much as 60% on money her companies used to make payday loans to consumers. American and Canadian investors bought notes worth US$29 million and another C$26,000,000. However, the investors received no payments after March 2009. One investor group placed a related company, LLS-A LLC, into bankruptcy in July 10, 2009. LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No. 09-23021) on July 21, 2009, before Judge Linda B. Riegle. Gregory E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel. In its petition, the Debtor disclosed $2,661,584 in assets and $24,013,837 in debts. The petition was signed by Ralph Gamble, CEO of the Company. The case was subsequently moved to Washington state (Bankr. E.D. Wash. Case No. 09-06194). Charles Hall was appointed as examiner in the case. LLS AMERICA: Trustee Wins Judgment Against Gudrun Foerstner ----------------------------------------------------------- Bruce P. Kriegman, solely in his capacity as court-appointed Chapter 11 Trustee for debtor LLS America, LLC, is awarded Judgment against Gudrun Foerstner: a. Judgment C$575,526.53 b. Plus prejudgment interest of C$14,999.64 from July 21, 2009, to February 4, 2015, and continuing thereafter until entry of the judgment, at the federal rate of 0.47% per annum c. Judgment US$7,733.14 d. Plus prejudgment interest of US$201.54 from July 21, 2009, to February 4, 2015, and continuing thereafter until entry of this judgment, at the federal rate of 0.47% per annum e. Plus taxable costs in the amount to be determined by the Court f. Plus post-judgment interest from the date of Judgment until fully paid at the federal rate of 0.17% per annum (28 U.S.C. Sec. 1961); and All proofs of claim filed by the Defendants in the Debtor's bankruptcy proceedings or any claims that may arise are disallowed unless and until the avoided transfers are returned to the Trustee-Plaintiff. The case is, BRUCE P. KRIEGMAN, solely in his capacity as court-appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff, v. MARTINA PEIPER, et al., Defendants, No. 12-CV-628-RMP (E.D. Wash.). A copy of Chief District Judge Rosanna Malouf Peterson's Judgment Summary dated February 5, 2015, is available at http://is.gd/AdeqyUfrom Leagle.com. About Little Loan Shoppe LLS America LLC, doing business as Little Loan Shoppe, operated an online payday loan business. Affiliate Team Spirit America provided the manpower, management and equipment for Little Loan Shoppe. The companies are among a multitude of Canadian and American business entities owned and operated by Doris E. Nelson, a/k/a Dee Nelson, a/k/a Dee Foster. Investors claimed Ms. Nelson operated a Ponzi scheme. Ms. Nelson allegedly told investors they could earn as much as 60% on money her companies used to make payday loans to consumers. American and Canadian investors bought notes worth US$29 million and another C$26,000,000. However, the investors received no payments after March 2009. One investor group placed a related company, LLS-A LLC, into bankruptcy in July 10, 2009. LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No. 09-23021) on July 21, 2009, before Judge Linda B. Riegle. Gregory E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel. In its petition, the Debtor disclosed $2,661,584 in assets and $24,013,837 in debts. The petition was signed by Ralph Gamble, CEO of the Company. The case was subsequently moved to Washington state (Bankr. E.D. Wash. Case No. 09-06194). Charles Hall was appointed as examiner in the case. LOCUST HILL FARMS: Case Summary & 6 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Locust Hill Farms & Development Corporation 848 N. Rainbow Blvd., Suite 2420 Las Vegas, NV 89107 Case No.: 15-10585 Chapter 11 Petition Date: February 9, 2015 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. August B. Landis Debtor's Counsel: Jason M. Wiley, Esq. KOLESAR & LEATHAM, CHTD. 400 South Rampart Blvd., Suite 400 Las Vegas, NV 89145 Tel: (702) 362-7800 Fax: (702) 362-9472 Email: jwiley@klnevada.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Graig Arcuri, shareholder/director/officer. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/nvb15-10585.pdf MAGNESIUM CORP: Rennert Says Dividend Didn't Fund Hamptons Mansion ------------------------------------------------------------------ Stephanie Gleason, writing for The Wall Street Journal, reported that billionaire Ira Rennert, in a testimony before a jury in Manhattan federal court, said the $118 million in dividends taken by his Renco Group from a magnesium-mining subsidiary wasn't used to build or buy his palatial 29-bedroom estate in the Hamptons. However, Mr. Rennert admitted that the property, thought to be one of the largest residential homes in the U.S., was built completely with money from his company, Renco Group, which also owns the property, according to the Journal. The Troubled Company Reporter previously reported that Mr. Rennert was summoned by a bankruptcy trustee who's seeking as much as $600 million for creditors of Magnesium Corp. Magnesium Corporation of America, a unit of Renco Group Inc., was the largest single producer of magnesium in the United States. The Company filed for chapter 11 protection (Bankr. S.D.N.Y. Case No. 01-14312) on Aug. 2, 2001. The Debtors sold substantially all of their assets to U.S. Magnesium, LLC, in a Sec. 363 asset sale transaction. Judge Robert Gerber ordered the case converted to a chapter 7 liquidation on Sept. 24, 2003. When the Company filed for Chapter 11 protection from its creditors, it listed debts and assets of more than $100 million. NATIONAL RURAL UTILITIES: Court OKs Sanctions in Exec's Bankruptcy ------------------------------------------------------------------ Law360 reported that the Third Circuit reinstated sanctions against counsel the former chief of a defunct telecommunications firm over the filing of an adversarial complaint in the executive's messy bankruptcy, saying the complaint was filed in bad faith and increased costs of the proceedings. According to the report, in a precedential decision, the appeals court said filings brought on behalf of Jeffrey Prosser by his attorneys "vexatiously and unnecessarily multiplied the bankruptcy proceedings." Prosser, through his attorneys, had accused the bankruptcy trustee and others of bribing his former valet and assistant, the report related. NATROL INC: Seeks March 9 Extension of Plan Filing Date ------------------------------------------------------- Leaf123, Inc., f/k/a Natrol, Inc., and its debtor affiliates filed a second motion asking the U.S. Bankruptcy Court for the District of Delaware to further extend their exclusive plan filing period through and including March 9, 2015, and their exclusive solicitation period through and including May 7, 2015. According to Ian J. Bambrick, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, the Debtors have been awaiting delivery of the purchase price allocation and the valuation of the assets for the purposes of determining sales tax. In addition, the Debtors have been attempting to resolve disputes raised by the successful bidder regarding certain liabilities. The delay in receiving the purchase price allocation has hindered the Debtors' ability to finalize the Plan and related disclosure statement, Mr. Bambrick tells the Court. In addition, there was a significant delay in receiving comments to the current version of the Plan from the Debtors' equity holders while they conducted an independent analysis of certain tax consequences to equity, Mr. Bambrick says. Furthermore, in regard to a plan, the Debtors recently received initial comments from their equity holders and the Official Committee of Unsecured Creditors and hope to have fruitful discussions with respect to the same in the near term, Mr. Bambrick adds. About Natrol, Inc. Headquartered in Chatsworth, Calif., Natrol, Inc. -- http://www.natrol.com-- is a wholly owned subsidiary of Plethico Pharmaceuticals Limited. Plethico Pharmaceuticals Limited (BSE: 532739. BO: PLETHICO) engages in the manufacturing, marketing and distribution of pharmaceutical and allied healthcare products around the world. Natrol products are made in the U.S. Established in 1980, Natrol, Inc. has been a global leader in the nutrition industry, and a trusted manufacturer and marketer of a superior quality of herbs and botanicals, multivitamins, specialty and sports nutrition supplements made to support health and wellness throughout all ages and stages of life. Natrol products are available in health food stores, drug and grocery stores, and mass-market retailers, and through Natrol.com and other online retailers. Natrol distributes products nationally through more than 54,000 retailers as well as internationally in over 40 other countries through distribution partners. Natrol, Inc., and its six affiliates sought bankruptcy protection on June 11, 2014 (Case No. 14-11446, Bankr. D. Del.). The case is assigned to Judge Brendan Linehan Shannon. The Debtors are represented by Robert A. Klyman, Esq., and Samuel A. Newman, Esq., at GIBSON, DUNN & CRUTCHER LLP, in Los Angeles, California; and Michael R. Nestor, Esq., Maris J. Kandestin, Esq., and Ian J. Bambrick, Esq., at YOUNG CONAWAY STARGATT & TAYLOR, LLP, in Wilmington, Delaware. The Debtors' Claims and Noticing Agent is EPIQ SYSTEMS INC. The Debtors requested that the Court approve the employment of (i) Jeffrey C. Perea of the firm Conway MacKenzie Management Services, LLC as chief financial officer and for CMS to provide temporary employees to assist Mr. Perea in carrying out his duties; (ii) Stephen P. Milner of the firm Squar, Milner, Peterson, Miranda & Williamson LLP as chief restructuring officer and for CMS to provide temporary employees to assist Mr. Milner in carrying out his duties; (iv) BDO USA, LLP as auditor; (v) TaxGroup Partners as tax services provider. The U.S. Trustee for Region 3 appointed five creditors of Natrol, Inc. to serve on the official committee of unsecured creditors. The Committee tapped to retain Otterbourg P.C. as lead counsel; (ii) Pepper Hamilton LLP as Delaware counsel; and (iii) CMAG as financial advisors. O.W. BUNKER: Asks Court to Extend Deadline to Remove Suits ---------------------------------------------------------- O.W. Bunker Holding North America Inc. has filed a motion seeking additional time to remove civil lawsuits involving the company and its affiliates. The company wants the deadline extended until the date the bankruptcy court overseeing its Chapter 11 case confirms any Chapter 11 plan filed in its case. The current deadline is set to expire on Feb. 11. The extension will give O.W. Bunker opportunity to make "fully-informed decisions" concerning removal of any lawsuit involving the company, according to its lawyer, Michael Enright, Esq., at Robinson & Cole LLP, in Harford, Connecticut. The motion is on U.S. Bankruptcy Judge Alan H.W. Shiff's calendar for Feb. 17. About O.W. Bunker OW Bunker AS is a global marine fuel (bunker) company founded in Denmark. On Nov. 6, 2014, OW Bunker A/S placed OWB Trading and O.W. Bunker Supply & Trading A/S in an in-court restructuring procedure with the probate court in Aalborg, Denmark. By Nov. 7, 2014, the Danish entities (plus O.W. Bunker Supply & Trading A/S, O.W. Cargo Denmark A/S, and Dynamic Oil Trading A/S) were placed under formal Danish bankruptcy (liquidation) proceedings in the Aalborg probate court. The company declared bankruptcy following its admission that it had lost US$275 million through a combination of fraud committed by senior executives at its Singaporean unit. The Danish company placed its U.S. subsidiaries -- O.W. Bunker Holding North America Inc., O.W. Bunker North America Inc. and O.W. Bunker USA Inc. -- in Chapter 11 bankruptcy (Bankr. D. Conn. Case Nos. 14-51720 to 14-51722) in Bridgeport, Conn., on Nov. 13, 2014. The U.S. cases are assigned to Judge Alan H.W. Shiff. The U.S. Debtors have tapped Patrick M. Birney, Esq., and Michael R. Enright, Esq., at Robinson & Cole LLP, as counsel. McCracken, Walker & Rhoads LLP is serving as co-counsel. Alvarez & Marsal is the financial advisor. The Office of the United States Trustee formed an official committee of unsecured creditors of the Debtors on Nov. 26, 2014. ORBITAL ATK: S&P Raises CCR to 'BB+' on Spin-Off, Merger -------------------------------------------------------- Standard & Poor's Ratings Services raised its ratings on U.S. aerospace and defense contractor Orbital ATK Inc. (formerly Alliant TechSystems Inc., or ATK) by one notch, including the corporate credit rating to 'BB+' from 'BB'. At the same time, S&P raised its issue-level rating on the secured debt to 'BBB' from 'BBB-'. The '1' recovery rating is unchanged, indicating S&P's expectation for very high recovery (90%-100%) in a simulated default. S&P also raised the issue-level rating on the unsecured debt to 'BB-' from 'B+'. The '6' recovery rating is unchanged, indicating S&P's expectation for negligible (0%-10%) recovery. S&P discontinued its 'B+' rating and the '6' recovery rating on the $350 million subordinated notes that the company repaid as part of the transaction. The upgrade reflects key credit metrics that were largely unchanged as a result of the spin-off and merger, and increased confidence that credit metrics will not deteriorate. This confidence comes after management reduced debt to offset the earnings lost from the spin-off of the sporting business (now known as Vista Outdoor); the Orbital Sciences acquisition should recoup some of the lost earnings, but not all. The previous rating incorporated some uncertainty about management's financial policies, including the potential that leverage could increase to fund an acquisition of this magnitude. In conjunction with the spin-off, ATK received a dividend from Vista that the company used to repay about $350 million of existing debt, resulting in pro forma debt to EBITDA of about 3x and funds from operations (FFO) to debt of just below 25%. Orbital Sciences, which employed a conservative strategy in the past, will have nine directors on the new 16 member board, so S&P do not anticipate leverage to increase materially over the next two to three years. "We believe the merger will be slightly negative from a business risk perspective because the combined company loses meaningful diversification benefits provided by Vista, which has better growth prospects and different sources of demand than the defense segments, although sales tend to be more volatile," said Standard & Poor's credit analyst Chris Mooney. "This is largely offset by the company's improved competitiveness in the remaining aerospace and defense markets, as the addition of Orbital Sciences adds rocket and satellite design and manufacturing capabilities to ATK. The merger also provides some vertical integration benefits, as ATK supplied engines to Orbital Sciences. This should enable the combined company to lower its cost structure, as well as create opportunities to compete for larger defense contracts that require more integrated systems in the future." The stable outlook reflects Standard & Poor's belief that Orbital ATK will successfully integrate the acquired operations and that management will not pursue financial policies that would jeopardize the rating by materially increasing leverage. Pro forma credit metrics will likely improve modestly over the next year, thanks to the benefits of earnings synergies and some debt reduction, but will remain within the appropriate range for the current financial risk profile, with FFO to debt between 25%-30% in fiscal 2016. ORBITAL SCIENCES: S&P Discontinues 'BB+' CCR Over Alliant Deal -------------------------------------------------------------- Standard & Poor's Ratings Services discontinued its 'BB+' corporate credit rating on U.S. aerospace and defense company Orbital Sciences Corp. following its acquisition by Alliant Techsystems Inc. (to be called Orbital ATK Inc. following the transaction). Orbital Sciences' debt has been repaid in conjunction with the merger. RATINGS LIST Ratings Discontinued To From Orbital Sciences Corp. Corporate credit rating N.R. BB+/Watch Neg/-- PAR PHARMACEUTICAL: Moody's Affirms 'B2' Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Par Pharmaceutical Companies, Inc., including the B2 Corporate Family Rating and the B2-PD Probability of Default Rating based on the company's intent to distribute a $535 million shareholder dividend. The dividend will be funded with an incremental $425 million senior secured term loan and $110 million of cash on hand. Moody's assigned a B1 rating to the incremental term loan. At the same time, Moody's changed the outlook to stable from negative. Despite the aggressive return of capital to shareholders being contemplated with the dividend, the change in the outlook reflects: 1) a number of recent launches of high margin products which Moody's expects will result in higher near-term earnings and cash flow, 2) the successful integration of JHP Pharmaceuticals (acquired in February 2014) and 3) the resolution of litigation in late 2014 for an amount that was manageable in the context of Par's liquidity and cash flows. The prior negative outlook had incorporated risk associated with significant uncertainty around litigation-related cash outflows. Moody's also changed Par's Speculative Grade Liquidity Rating to SGL-1 (very good liquidity) from SGL-2, reflecting Moody's expectation for improved near-term cash flow as well as the expectation for reduced cash outflows for litigation in 2015. The following ratings were affirmed: Corporate Family Rating, at B2 Probability of Default Rating at B2-PD $150 million senior secured revolving credit facility at B1 (LGD 3) $1.44 billion senior secured term loan at B1 (LGD 3) $490 million senior unsecured notes at Caa1 (LGD 6) The following ratings were assigned: $425 million add-on term loan at B1 (LGD 3) The Speculative Grade Liquidity Rating was changed to SGL-1 from SGL-2 The outlook is stable. Par's B2 rating reflects its mid-tier position in the US generic pharmaceutical market, in which it competes against substantially larger and more diverse global players. Par competes largely on its expertise in extended release formulations and other difficult-to-make products, and its FDA quality track record that has been strong to date. The ratings are supported by Moody's expectation for good free cash flow and a favorable product pipeline which should result in new product launches being sufficient to offset declines in older products. The rating is constrained by the company's adjusted debt to EBITDA, which will increase to around 5.6x with the dividend. Moody's views this level of leverage as being high in the context of the potential for earnings volatility created by Par's concentration in a few products, heightened manufacturing risk associated with sterile injectables and the inherent fluctuations in generic drug pricing and market share. The ratings could be upgraded if Par's debt/EBITDA declines below 4.5 times or if Par substantially grows and diversifies its revenue. This scenario could emerge with successful launches of high value generic products, reduction in debt levels, and disciplined business development. The ratings could be downgraded if leverage is sustained above 6.0 times or if liquidity weakens. Such a scenario could arise with another significant debt-financed acquisition or dividend, or a major business disruption stemming from a manufacturing or compliance issue. The principal methodology used in this rating was Global Pharmaceutical Industry published in December 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Woodcliff Lake, New Jersey, Par Pharmaceutical Companies, Inc. ("Par") is a specialty generic and branded pharmaceutical company operating primarily in the United States. The company expects to report revenues of approximately $1.3 billion for the twelve months ended December 31, 2014. The company is owned by TPG Capital, L.P. PAR PHARMACEUTICAL: S&P Affirms 'B' CCR; Outlook Stable ------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Woodcliff Lake, N.J.-based Par Pharmaceutical Cos. Inc. The outlook is stable. S&P assigned a 'B' issue rating and '4' recovery rating to the proposed $425 million term loan B-3. The '4' recovery rating indicates S&P's expectation for average (30% to 50%) recovery in a payment default. At the same time, S&P is affirming its 'B' rating on the existing senior secured debt and revising its recovery rating on this debt to '4' from '3' because of the increase in secured debt used to fund the dividend. S&P is also affirming its 'CCC+' rating on the unsecured debt; the recovery rating on this debt remains '6'. "The rating affirmation follows our expectation that pro forma leverage will increase to 6.5x, from our prior expectation of about 6x at the end of 2014, following Par's issuance of $425 million of debt to fund a sponsor dividend," said Standard & Poor's credit analyst Michael Berrian. S&P's base-case forecast for 2015 is that leverage will be more than 6x and funds from operations (FFO) to total debt will be less than 12%. S&P expects EBITDA growth over the next one to two years will reduce leverage to 5.0x to 5.5x, which is still consistent with S&P's assessment of a "highly leveraged" financial risk profile. S&P also believes sponsor ownership will continue to shape financial policy, keeping leverage at 5x or more, as the company completes additional dividends or debt-financed transactions to build scale or obtain additional manufacturing capabilities. The stable rating outlook on Par reflects S&P's expectation of EBITDA growth and sustained free cash flow generation despite modestly lower revenues in 2015. It also reflects S&P's expectation that leverage will remain at more than 5x over the next year. S&P could lower the rating if Par is unable to launch and commercialize new products, particularly first-to-file products given that they account for about one-third of its pipeline. Such a downgrade could occur if the business deterioration results in materially lower revenues, EBITDA margins, or thin-to-negative free cash flow. S&P could raise the rating over the next 12 to 18 months if Par's leverage declines to less than 5x through a combination of debt reduction and EBITDA growth, providing S&P believes that the company is committed to sustaining leverage at those levels. Low-double-digit revenue growth and gross margin expansion to 53% or more would result in leverage of about 5x. PETSMART INC: S&P Lowers CCR to 'B+' on Private Equity Acquisition ------------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Phoenix, Ariz.-based pet retailer PetSmart Inc. to 'B+' from 'BB+'. At the same time, S&P removed the rating from CreditWatch, where it placed it with negative implications on Dec. 15, 2014. At the same time, S&P assigned its 'BB-' issue-level rating to the company's proposed $4.3 billion seven-year term loan, with a '2' recovery rating, indicating our expectation for substantial (70% to 90%) recovery in the event of default. In addition, S&P rated the $1.9 billion unsecured notes due 2023 'B-' with a '6' recovery rating, indicating S&P's expectation for negligible (0 to 10%) recovery. Under the transaction by private equity owners, Argos Merger Sub Inc., the acquiring entity, will merge into PetSmart, with PetSmart continuing as the surviving entity and borrower under the term loan and unsecured notes. S&P's analysis assumes the transaction closes as proposed. "The downgrade reflects our view that acquisition-related debt results in higher leverage, resulting in weaker credit protection measures. We expect the transaction to close by mid-2015 for a total consideration of about $8.4 billion, of which $6.2 billion will be financed with debt. Pro forma for the transaction, we estimate leverage of about 6.2x (on a lease-adjusted basis at third quarter 2014)," said credit analyst Andy Sookram. "Although we believe PetSmart will use most of its of its free cash flow for debt reduction, we expect leverage in the high-5x area in the next year. We are therefore revising our assessment of its financial risk profile to "highly leveraged" from "intermediate"." The stable outlook reflects prospects for performance gains with EBITDA margins improving to the high-18% area. S&P believes the company will continue to invest in e-commerce initiatives, which should help to drive customer traffic in-store and online. S&P forecasts leverage to improve to slightly under 6x by year-end 2015 on earnings improvement and modest debt reduction. Upside Scenario S&P would consider raising the rating if PetSmart were to reduce debt such that it sustains leverage under 5x and S&P has clarity that financial sponsor ownership would decline over time. S&P believes this scenario could occur if debt declines by about $1.5 billion or EBTIDA increases by nearly 25%. S&P would also need to see financial sponsor ownership decline or be convinced that the potential to add debt for shareholder remuneration was less likely. If PetSmart's financial sponsor ownership declined or financial policy clearly shifted from the possibility of further releveraging, S&P could view financial policy more favorably and could revise its financial policy modifier to 'FS-5' from 'FS-6'. Downside scenario S&P could consider lowering the rating if operating performance worsens from poor execution of its e-commerce initiatives, or if competition increases, especially from large discounters and online retailers. Such a scenario could lead S&P to revise the business risk profile to "fair" or lower. A negative rating action could also result from material debt-funded dividends to the sponsors that would allow leverage to remain over 6x on a sustained basis. Under this situation, S&P would reassess financial policy to 'FS-6 minus'. PETTERS GROUP: GE Capital Urges Consolidation of Suits ------------------------------------------------------ Law360 reported that General Electric Capital Corp. asked the U.S. Judicial Panel on Multidistrict Litigation to combine four lawsuits accusing the company of participating in the $3.6 billion Ponzi scheme orchestrated by Tom Petters. According to the report, Miles Ruthberg of Latham & Watkins LLP, who argued on behalf of GECC, told the panel in Miami that there was "no question these cases are complex and would benefit from MDL treatment." GECC is accused of knowing about and furthering the third-largest Ponzi scheme in history, the report related. The case is In re: General Electric Capital Corporation Thomas Petters Investment Litigation, Case No. 2603 (MDL). About Petters Company, Inc. Based in Minnetonka, Minn., Petters Group Worldwide LLC is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Founder and chairman Tom Petters formed the company in 1988. Petters Company, Inc., is the financing and capital-raising unit of Petters Group Worldwide. Thomas Petters, the founder and former CEO of Petters Group, has been indicted and a criminal proceeding against him is proceeding in the U.S. District Court for the District of Minnesota. Petters Company, Petters Group Worldwide and eight other affiliates filed separate petitions for Chapter 11 protection (Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008. In its petition, Petters Company estimated its debts at $500 million and $1 billion. Parent Petters Group Worldwide estimated its debts at not more than $50,000. Douglas Kelley, the Chapter 11 Trustee of Petters Company, Inc., et al., is represented by James A. Lodoen, Esq., at Lindquist & Vennum LLP, in Minneapolis, Minn. The trustee tapped Haynes and Boone, LLP as special counsel, and Martin J. McKinley as his financial advisor. Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc., filed separate petitions for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on Oct. 6, 2008. Petters Aviation is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun Country's parent company. PETTERS GROUP: JPMorgan Says Bankruptcy Kill $3.7B Ponzi Suit ------------------------------------------------------------- Law360 reported that JPMorgan Chase & Co. asked a Minnesota federal judge to toss a complaint brought by hedge funds alleging the bank and others aided and abetted disgraced businessman Thomas Petters' $3.7 billion Ponzi scheme, saying the claims were time-barred and voided by related bankruptcy litigation. According to the report, in a memorandum supporting its motion to dismiss the case, JPMorgan argued that the January 2014 suit by Ritchie Capital Management LLC and other hedge funds was time-barred because it was filed more than five years after the loans. The case is Ritchie Capital Management, L.L.C. et al v. JPMorgan Chase & Co. et al., Case No. 0:14-cv-04786 (D. Minn.), before Judge Donovan W. Frank. About Petters Company, Inc. Based in Minnetonka, Minn., Petters Group Worldwide LLC is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Founder and chairman Tom Petters formed the company in 1988. Petters Company, Inc., is the financing and capital-raising unit of Petters Group Worldwide. Thomas Petters, the founder and former CEO of Petters Group, has been indicted and a criminal proceeding against him is proceeding in the U.S. District Court for the District of Minnesota. Petters Company, Petters Group Worldwide and eight other affiliates filed separate petitions for Chapter 11 protection (Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008. In its petition, Petters Company estimated its debts at $500 million and $1 billion. Parent Petters Group Worldwide estimated its debts at not more than $50,000. Douglas Kelley, the Chapter 11 Trustee of Petters Company, Inc., et al., is represented by James A. Lodoen, Esq., at Lindquist & Vennum LLP, in Minneapolis, Minn. The trustee tapped Haynes and Boone, LLP as special counsel, and Martin J. McKinley as his financial advisor. Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc., filed separate petitions for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on Oct. 6, 2008. Petters Aviation is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun Country's parent company. PHOENIX PAYMENT: Wants Deadline to Remove Suits Moved to May 4 -------------------------------------------------------------- Phoenix Payment Systems Inc. asked U.S. Bankruptcy Judge Mary Walrath to move the deadline for filing notices of removal of lawsuits to May 4. The extension will provide the company with "adequate time to evaluate any pending litigation matters properly within the larger context of the Chapter 11 case," according to its lawyer, Rachel Biblo, Esq., at Richards, Layton & Finger P.A., in Wilmington, Delaware. A court hearing is scheduled for Feb. 26. About Phoenix Payment Founded in 2004, Phoenix Payment Systems, Inc., aka Electronic Payment Systems, aka EPX, is an international payment processor with corporate headquarters in Wilmington, Delaware, and technology headquarters in Phoenix, Arizona. It provides acceptance, processing, support, authorization and settlement services for credit card, debit card and e-check payments. Providing processing services at more than 8,700 locations worldwide, PPS processed, in multiple currencies, 280 million transactions in 2013 and expects to process 400 million in 2014. Phoenix Payment Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-11848) on Aug. 4, 2014, to quickly sell its assets. As of the Petition Date, the Debtor had total outstanding liabilities and other obligations of $16.6 million and 9.8 million shares of outstanding preferred and common stock. Debt to secured creditor The Bancorp Bank is estimated at $6.2 million. The Debtor disclosed $7.23 million in assets and $14.1 million in liabilities as of the Chapter 11 filing. Judge Mary F. Walrath presides over the case. The Debtor's attorneys are Richard J. Bernard, Esq., at Foley & Lardner LLP, in New York; and Mark D. Collins, Esq., Russell Siberglied, Esq., Zachary I Shapiro, Esq., and Marisa A. Terranova, Esq., at Richards Layton & Finger, P.A., in Wilmington, Delaware. The Debtor's banker and financial advisor is Raymond James & Associates, Inc., while Bederson, LLC, is the Debtor's accountant. PMCM, LLC, provides advisory services and executive leadership to the Debtor. The Debtor's claims and noticing agent is Omni Management Group, LLC. The U.S. Trustee for Region 3 has appointed three members to the Official Committee of Unsecured Creditors. The Committee tapped to retain Lowenstein Sandler LLP, and White and Williams LLP as its co-counsel; Alvarez & Marsal North America, LLC as its financial consultant. * * * Phoenix Payment Systems, Inc., on Dec. 23, 2014, filed with the U.S. Bankruptcy Court for the District of Delaware a joint plan of reorganization and disclosure statement, which provide that the reorganized debtor will continue to operate. The Reorganized Debtor Assets will revest in the reorganized debtor and the remainder, which is a majority of the Debtor's assets, including the proceeds from the sale, will be transferred to a liquidating trust for distribution to creditors and stockholders. The Debtor estimates that it will be able to make an initial distribution of not less than $27.5 million of cash on the effective date. The Debtor estimates that the holders of General Unsecured Claims, the Frascella Claims and the Schubiger Claims will receive 90% of the amounts of their claims from the initial distribution. PICACHO HILLS UTILITY: New Mexico Judge Okays Release of Funds -------------------------------------------------------------- Bankruptcy Judge David T. Thuma granted the request of the Chapter 7 Trustee for Picacho Hills Utility Company, Inc., for an order directing the release of funds from the Court's registry. Judge Thuma said there is no need for the Court to retain the Held Funds. The funds should be transferred to the Trustee, who will invest, administer, and distribute them in accordance with the law and his fiduciary duties. The Court overruled objections filed by the debtor's former counsel, William F. Davis & Assoc., P.C., and by Mr. Stephen C. Blanco. Judge Thuma said the interests of Davis & Associates and Blanco will be fully protected, whether the funds are held by the Court or transferred to the Trustee. Picacho Hills Utility Company, Inc., filed a Chapter 11 petition (Bankr. D. N.M. Case No. 13-10742) on March 7, 2013. The Debtor is represented by William F. Davis & Associates, P.C. The Debtor estimated assets of at least $10 million and debts of at least $1 million. PHUC was a public utility as defined by the New Mexico Public Utility Act, Sec. 62-3-3.G. and provides water and sewer service to approximately one thousand residences in Dona Ana County, New Mexico. PHUC was 100% owned by Stephen C. Blanco, who is its president. At the time of filing, Debtor's assets were held by a state court receiver, Robert Martin. Mr. Martin had marketed the assets and had found a buyer (the Dona Ana County Mutual Water District) willing to pay a price Mr. Martin thought reasonable. Mr. Martin had filed a motion in the receivership action, seeking authority from the state court judge to sell the Debtor's assets to the water district for the negotiated price. The Debtor opposed the motion. The Debtor filed this case before a hearing on the receiver's motion to sell the assets. The receiver retained bankruptcy counsel, who filed a motion asking the Court, inter alia, to abstain from hearing the case so the state court could rule on the receiver's motion to sell. After a trial on the merits, across four days in April of 2013 the Court entered an order abstaining until the sales process had been completed. The state court subsequently approved the receiver's sale motion, and the sale eventually closed. After paying all costs of sale and all encumbrances on the transferred assets, the receiver held net proceeds of $726,191. These he deposited in the Court registry on March 31, 2014. The Court "reactivated" the Chapter 11 case at that time so the Held Funds could be distributed in accordance with the priority scheme set out in the Bankruptcy Code. On May 12, 2014, the United States Trustee's office filed a motion to convert the case to Chapter 7. After a full evidentiary hearing, on September 17, 2014 the Court entered an order converting the case to Chapter 7. The Trustee was appointed the next day. Davis & Associates argues in its objection that "[f]unds in the Court Registry are secure, protected by the Local Rule, and because the amount deposited in this matter is significant, the funds should remain in place." Blanco argues that the receiver sale of the Debtor's assets was improper because the receiver vastly undervalued the Debtor's water rights. The actual sales price, approved by the state court, was about $2,150,000. Blanco asserts that the true value of the transferred assets, including water rights, was as much as $16 million higher. Blanco apparently plans to bring an action for damages in the United States District Court for the District of New Mexico against the receiver, the appraiser retained by the receiver, and/or the receiver's counsel. Additional claims against unspecified parties, for conspiracy and improper taking pursuant to the Fifth Amendment of the Constitution, might also be asserted. Pending the outcome of the litigation, Blanco asks that the Court not allow distribution of any Held Funds for post-petition services. Blanco does not explain the connection between the claims he alleges and withholding payment to professionals retained by the estate (i.e., the Debtor's counsel and accountants, and the Trustee's counsel). The connection is not apparent to the Court. A copy of the Court's February 5, 2015 Memorandum Opinion is available at http://is.gd/fAORpJfrom Leagle.com. PREMIERE HARDWOODS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Premiere Hardwoods, LLC dba Superior Hardwoods dba Premiere Manufacturing 5609 W. Latham Street, #105 Phoenix, AZ 85043 Case No.: 15-01182 Chapter 11 Petition Date: February 9, 2015 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Brenda Moody Whinery Debtor's Counsel: Allan D. Newdelman, Esq. ALLAN D NEWDELMAN PC 80 E. Columbus Ave. Phoenix, AZ 85012 Tel: 602-264-4550 Fax: 602-277-0144 Email: anewdelman@adnlaw.net Total Assets: $716,379 Total Liabilities: $1.85 million The petition was signed by David Weston, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/azb15-01182.pdf PROJECT PORSCHE: S&P Lowers CCR to 'CCC+'; Outlook Negative ----------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Bloomington, Minn.-based Project Porsche Holdings Corp. to 'CCC+' from 'B'. The outlook is negative. At the same time, S&P lowered its issue-level rating on the company's first-lien credit facility to 'B-' from 'BB-' and revised the recovery rating to '2' from '1'. The '2' recovery rating indicates S&P's expectation for substantial (70% to 90%) recovery in the event of payment default. S&P also lowered the issue-level rating on the company's second-lien term loan to 'CCC-' from 'B-' and revised the recovery rating to '6' from '5'. The '6' recovery rating indicates S&P's expectation for negligible (0% to 10%) recovery in the event of payment default. "Our downgrade of Project Porsche to 'CCC+' reflects the company's weaker-than-expected business performance over the past few quarters, as demonstrated by its lower bookings and cash receipt on a year-over-year basis, leading to less than 10% covenant cushion by quarters ended July 31 and Oct. 31, 2014," said Standard & Poor's credit analyst Tuan Duong. Additionally, the company recently entered into a forbearance agreement with its lenders, indicating that it will likely violate its financial covenants for the quarter ended Jan. 31, 2015. Project Porsche's management team, along with its financial sponsors, is currently in discussions with its lenders to cure any potential covenant violations and to amend its existing credit agreement allowing for covenant relief over the near term. The rating reflects S&P's view of Project Porsche's liquidity as "less than adequate" (in accordance with S&P's criteria) as a result of its covenant headroom being marginally in compliance with requirement in the quarter ended Oct. 31, 2014, and its expected financial covenant violation for the quarter ended Jan. 31, 2015. Covenant headroom was greater than 20% at the fiscal year ended Oct. 31, 2013. However, covenant step-downs and weaker-than-expected business performance over the past few quarters have caused its covenant cushion to significantly tighten. Free operating cash flow (FOCF) in fiscal 2014 was slightly negative, as compared to it being slightly positive in fiscal 2013, and cash on hand was about $12 million at Oct. 31, 2014, down from about $20 million a year ago. S&P views Project Porsche's financial risk profile as "highly leveraged," with adjusted leverage in the mid-6x area, up from about 6x a year ago. The negative outlook reflects S&P's expectation that the company's weak business performance will continue and its liquidity will continue to be constrained over the next 12 months without covenant relief. S&P could lower the rating if the company's liquidity position does not improve sufficiently, it is unable to obtain a covenant waiver or amend its credit agreement, or its financial sponsor does not provide an equity cure necessary to satisfy any covenant violations. S&P could raise the rating or revise the outlook to stable if the company's business performance improves or the credit agreement is amended, such that covenant cushion of more than 10% is restored, after taking into account future covenant step-downs. PROSPECT PARK: Asks Court to Extend Deadline to Remove Suits ------------------------------------------------------------ Prospect Park Networks LLC has filed a motion seeking additional time to remove civil lawsuits involving the company. In its motion, the company proposed to extend the deadline for filing notices of removal of lawsuits filed before and after its bankruptcy filing to April 6. The extension will give Prospect Park opportunity to make "fully-informed decisions" concerning removal of any lawsuit involving the company, according to its lawyer, William Chipman Jr., Esq., at Chipman Brown Cicero & Cole LLP, in Wilmington, Delaware. The motion is on U.S. Bankruptcy Judge Mary Walrath's calendar for March 19. Objections are due by March 12. About Prospect Park Networks Prospect Park Networks, LLC, a Los Angeles, Calif.-based talent and management company, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-10520) in Wilmington, on March 10, 2014, estimating $50 million to $100 million in assets, and $10 million to $50 million in debts. The petition was signed by Jeffrey Kwatinetz, president. William E. Chipman, Jr., Esq., and Mark D. Olivere, Esq., at Cousins Chipman & Brown LLP, in Wilmington, Delaware; and John H. Genovese, Esq., Michael Schuster, Esq., and Heather L. Harmon, Esq., at Genovese Joblove & Battista, P.A., serve as the Debtor's bankruptcy counsel. The Debtor also hired Cohn Reznick LLP as an ordinary course professional. The U.S. Trustee for Region 3 selected three creditors to serve on the Official Committee of Unsecured Creditors. Cole, Schotz, Meisel, Forman & Leonard, P.A., serves as the Committee's counsel. RAAM GLOBAL: S&P Lowers CCR to 'CCC-'; Outlook Remains Negative --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit and senior secured ratings on Lexington, Ky.-based exploration and production (E&P) company RAAM Global Energy Co. to 'CCC-' from 'CCC+'. The outlook is negative. S&P also lowered the senior secured debt rating to 'CCC-' from 'CCC+'. The '4' recovery rating is unchanged indicating average (30% to 50%) recovery in a default scenario. "The downgrade reflects our assessment that RAAM Global Energy Co. could be challenged to refinance its $250 million senior secured notes due October 2015 due to weak market conditions stemming from depressed hydrocarbon prices," said Standard & Poor's credit analyst Michael Tsai. These factors result in a liquidity assessment of "weak." Ratings also include S&P's assessment of RAAM's business risk profile as "vulnerable" and financial risk profile as "highly leveraged." The negative outlook reflects the potential that S&P might lower the ratings if RAAM is unable to refinance or repay in full its senior notes due Oct 01, 2015. Given weak oil and natural gas prices and currently unsettled capital markets for the energy sector, S&P expects RAAM could have material difficulty refinancing in full its $250 million senior notes due October 2015. S&P would lower ratings if RAAM is unable to provide a strategy to refinance the $250 million notes within the next three to four months, which could prove difficult under current market conditions. In addition, if RAAM proposed a refinancing or exchange offer for less than the current terms of the notes, S&P would lower ratings. S&P could raise ratings if RAAM is able to refinance the $250 million notes and improve the outlook for liquidity and operating performance. RADIOSHACK CORP: Cleared to Continue Sales, Tap Bankruptcy Loan --------------------------------------------------------------- Peg Brickley, writing for The Wall Street Journal, reported that RadioShack Corp.'s proposed bankruptcy financing cleared court as the retailer continues the process of racing to sell out and shut down some 1,100 stores by the end of the month. According to the report, citing the company, up to 2,100 RadioShack stores won't survive the Chapter 11 bankruptcy. Going-out-of-business sales began on Feb. 6 at more than 1,700 stores across the country as RadioShack began the process of trimming its collection of more than 4,000 outlets. About Radioshack Corporation Fort Worth, Texas-based RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com/-- is a retailer of mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. RadioShack Corporation (Bankr. D. Del. Case No. 15-10197) and affiliates Atlantic Retail Ventures, Inc. (Bankr. D. Del. Case No. 15-10199), Ignition L.P. (Bankr. D. Del. Case No. 15-10200), ITC Services, Inc. (Bankr. D. Del. Case No. 15-10201), Merchandising Support Services, Inc. (Bankr. D. Del. Case No. 15-10202), RadioShack Customer Service LLC (Bankr. D. Del. Case No. 15-10203), RadioShack Global Sourcing Corporation (Bankr. D. Del. Case No. 15-10204), RadioShack Global Sourcing Limited Partnership (Bankr. D. Del. Case No. 15-10206), RadioShack Global Sourcing, Inc. (Bankr. D. Del. Case No. 15-10207), RS Ig Holdings Incorporated (Bankr. D. Del. Case No. 15-10208), RSIgnite, LLC (Bankr. D. Del. Case No. 15-10209), SCK, Inc. (Bankr. D. Del. Case No. 15-10210), Tandy Finance Corporation (Bankr. D. Del. Case No. 15-10211), Tandy Holdings, Inc. (Bankr. D. Del. Case No. 15-10212), Tandy International Corporation (Bankr. D. Del. Case No. 15-10213), TE Electronics LP (Bankr. D. Del. Case No. 15-10214), Trade and Save LLC (Bankr. D. Del. Case No. 15-10215), and TRS Quality, Inc. (Bankr. D. Del. Case No. 15-10217) filed separate Chapter 11 bankruptcy petitions on Feb. 5, 2015. The petitions were signed by Joseph C. Maggnacca, chief executive officer. Judge Kevin J. Carey presides over the case. David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki, Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H. Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel. Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors' restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround advisor. Lazard Freres & Co. LLC is the Debtors' investment banker. A&G Realty Partners is the Debtors' real estate advisor. Prime Clerk is the Debtors' claims and noticing agent. In their Petitions, the Debtors disclosed total assets of $1.2 billion, versus total debts of $1.3 billion. Radioshack reported a net loss of $400.2 million in 2013, a net loss of $139 million in 2012, and net income of $72.2 million in 2011. The Company's balance sheet at Aug. 2, 2014, showed $1.14 billion in total assets, $1.21 billion in total liabilities and a $63 million total shareholders' deficit. RADIOSHACK CORP: Section 341(a) Meeting Scheduled for March 18 -------------------------------------------------------------- A meeting of creditors in the bankruptcy case of RadioShack Corporation has been scheduled for March 18, 2015, at 10:30 a.m., at the J. Caleb Boggs Federal Building, 844 N. King Street, 2nd Floor, Room 2112, in Wilmington, Delaware. 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. About Radioshack Corporation Fort Worth, Texas-based RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com/-- is a retailer of mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. RadioShack Corporation and 17 of its affiliates filed Chapter 11 petitions (Lead Case No. 15-10197) on Feb. 5, 2015. Joseph C. Maggnacca signed the petition as chief executive officer. Judge Kevin J. Carey presides over the cases. The Debtors disclosed total asssets of $1.2 billion and total debts of $1.3 billion. Jone Day and Pepper Hamilton LLP represent the Debtors as counsel. FTI Consulting, Inc., serves as the Debtors' restructuring advisors. Maeva Group, Inc. acts as the Debtors' turnaround advisor. Lazard Freres & Co. LLC is the Debtors' investment banker. A&G Realty Partners serves as the Debtors' real estate advisor. Prime Clerk acts as the Debtors' claims and noticing agent. RADIOSHACK CORP: Will Shut Down 1,784 Stores -------------------------------------------- Michelle Willard at The Daily News Journal reports that RadioShack Corporation said it will close 1,784 stores nationwide. Chris Reber at Pocono Record relates that the closures won't include stores that franchise-owned, including one in Brodheadsville near Kinsley's ShopRite. Richard K. DeAtley at The Press Enterprise states that while the Company laid out plans to keep 1,750 of its stores open, co-branding them with Sprint, they plan to shut down 1,784 stores. The Company posted on its website this "potential store closure list": http://is.gd/rahznx About Radioshack Corporation Fort Worth, Texas-based RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com/-- is a retailer of mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. RadioShack Corporation and 17 of its affiliates filed Chapter 11 petitions (Lead Case No. 15-10197) on Feb. 5, 2015. Joseph C. Maggnacca signed the petition as chief executive officer. Judge Kevin J. Carey presides over the cases. The Debtors disclosed total asssets of $1.2 billion and total debts of $1.3 billion. Jone Day and Pepper Hamilton LLP represent the Debtors as counsel. FTI Consulting, Inc., serves as the Debtors' restructuring advisors. Maeva Group, Inc. acts as the Debtors' turnaround advisor. Lazard Freres & Co. LLC is the Debtors' investment banker. A&G Realty Partners serves as the Debtors' real estate advisor. Prime Clerk acts as the Debtors' claims and noticing agent. RCS CAPITAL: Moody's Continues Review of B2 Corp. Family Rating --------------------------------------------------------------- On November 14, 2014, Moody's Investors Service placed on review for downgrade RCS Capital Corporation's B2 corporate family rating, as well as the B2 ratings on RCS's $575 million senior secured first lien term loan and its $25 million senior secured first lien revolving credit facility, and the Caa1 rating on its $150 million senior secured second-lien term loan. Ratings Rationale Moody's continues to review RCS's ratings, focusing on the following factors: (1) the duration and magnitude of any adverse effects on RCS stemming from the loss of business from activities linked to American Realty Capital Properties, Inc. and other affiliated parties; (2) the RCS board's deliberations on the company's strategic direction; and (3) RCS's 2014 results. RCS's 2014 Form 10-K, due to be filed with the SEC in March 2015, will be an important factor in Moody's review. Moody's thus expects to complete its review for downgrade after RCS files its Form 10-K. RCS's ratings could be downgraded should Moody's conclude that RCS has suffered a significant loss of franchise value and earnings capacity. RCS's ratings could also be downgraded if the significant decline in RCS's market capitalization in recent months results in an increased likelihood that RCS's board will take strategic actions that could diminish the company's creditworthiness. RCS's ratings could be affirmed should Moody's conclude that RCS is likely to maintain sufficient debt coverage capacity at the current rating level and that its board is unlikely to take strategic actions that would significantly diminish its creditworthiness. RCS is based in New York City and reported revenue of $975 million for the year ended December 31, 2013. The principal methodology used in these ratings was Global Securities Industry Methodology published in May 2013. RESIDENTIAL CAPITAL: UBS, Others Can't Nix Mortgage Loans Suits --------------------------------------------------------------- Law360 reported that a New York bankruptcy judge largely refused to dismiss four lawsuits brought by the Residential Capital LLC bankruptcy trust alleging mortgage originators including UBS Real Estate Securities Inc. and SunTrust Mortgage Inc. sold billions of dollars in defective loans, ruling that the trust has proper standing. According to the report, UBS, SunTrust and four other mortgage lenders are accused of selling residential mortgage loans with faulty underwriting that ResCap then packaged and resold. The loan originators had argued that ResCap Liquidating Trust did not have standing, the report said. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.7 billion in assets and $15.3 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11 Plan co-proposed by Residential Capital and the Official Committee of Unsecured Creditors. REVEL AC: IGT to Appeal $95.4-Mil. Sale of Assets to Polo North --------------------------------------------------------------- Revel AC's secured creditor IGT filed a notice it will appeal a federal judge's order that approved the sale of the company's assets to Polo North Country Club Inc. In court papers, IGT said it wants a district court to review if U.S. Bankruptcy Judge Gloria Burns erred in determining that her ruling provides "adequate protection" of its security interest in some of Revel AC's assets. Judge Burns on Jan. 8 approved the sale of almost all of Revel AC's assets to Polo North for $95.4 million. Polo North owned by real estate developer Glenn Straub was the runner-up at the auction conducted by Revel AC last year. However, the winning bidder Brookfield US Holdings LLC, which made a $110 million offer, backed out of the deal. A Brookfield representative had said in November that it wouldn't be moving forward with the sale following refusal by ACR Energy Partners LLC's bondholders to renegotiate debt related to ACR's power plant that provides Revel with air conditioning, hot water and electricity, casting doubt on its future operation. On Dec. 12, Judge Burns ordered the termination of Brookfield's sale agreement with Revel AC. Early last month, the bankruptcy judge denied the requests of IGT, ACR Energy, Casino Reinvestment Development Authority, IDEA Boardwalk LLC, and a group of companies led by American Cut AC Marc Forgione LLC to put her Jan. 8 ruling on hold pending their appeals. About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc. and five of its affiliates sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19, 2014, to pursue a quick sale of the assets. The Chapter 11 cases are assigned to Judge Gloria M. Burns. The Debtors' Chapter 11 cases are jointly consolidated for procedural purposes. Revel AC estimated assets ranging from $500 million to $1 billion, and the same amount of liabilities. White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors' Counsel, and Moelis & Company, LLC, is the investment banker. The Debtors' solicitation and claims agent is Alixpartners, LLP. The prepetition first lenders are represented by Cadwalader, Wickersham & Taft LLP. The prepetition second lien lenders are represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP. This is Revel AC's second trip to bankruptcy. The company first sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-16253 on March 25, 2013, with a prepackaged plan that reduced debt by $1.25 billion. Less than two months later on May 15, 2013, the 2013 Plan was confirmed and became effective on May 21, 2013. REVEL AC: Polo North Wants Sale Closing Date Extended ----------------------------------------------------- Glenn Straub's Polo North Country Club asks the U.S. Bankruptcy Court for the District of New Jersey to extend the closing date for the purchase and sale of Revel AC, Inc.'s assets numerous conditions to closing remain unresolved. Counsel to Polo North, Stuart J. Moskovitz, Esq., in Freehold, New Jersey, tells the Court that before Polo North can or should be compelled to close, there should and must be (i) a full adjudication of ACR Energy's, IDEA Boardwalk's and the restaurant Amenity Tenants' possessory rights, if any, in the property; (ii) a full adjudication on the pending motions pertaining to ACR's rights to disconnect and shut off power to the Revel building; (iii) receipt by Polo North of its Gaming Approvals; and (iv) satisfaction of each of the title conditions contained in the title commitment so that Polo North receives clear and marketable title to the properties that are the subject of the Polo North APA. Mr. Moskovitz says these issues prevent the Debtor from conveying clear and marketable title in breach of the APA. Rather than spend significant time and money arguing whether or not there has been a breach, it would seem to be in everyone’s interest to avoid the issue by granting an extension of the time to close to assure these issues are resolved prior to closing, Mr. Moskovitz asserts. Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, pointed out that the $95.4 million sale of Revel's casino-resort could fall apart due to recent ruling of the U.S. Circuit Court of Appeals in Philadelphia on IDEA's appeal from the order approving the sale to Polo North. The Bloomberg report recalled that IDEA, which has a lease to operate a nightclub at the casino, relied on Section 365(h) of the Bankruptcy Code which provides that termination of a lease doesn't end a tenant's right to remain in possession. Both the bankruptcy and district courts denied a stay of the sale-approval order pending appeal but the Third Circuit granted a stay regarding paragraph 14 of the approval order, in substance allowing the sale to close so long as the nightclub isn't evicted. The Associated Press reported that Revel attorney Michael Viscount said Revel would cancel the sale at 12:01 a.m. Feb. 10 if it has not closed and would keep Polo North's $10 million deposit, although the news agency said it was not immediately learned whether the casino operators made good on the warning when midnight came around. About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc. and five of its affiliates sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19, 2014, to pursue a quick sale of the assets. The Chapter 11 cases are assigned to Judge Gloria M. Burns. The Debtors' Chapter 11 cases are jointly consolidated for procedural purposes. Revel AC estimated assets ranging from $500 million to $1 billion, and the same amount of liabilities. White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors' Counsel, and Moelis & Company, LLC, is the investment banker. The Debtors' solicitation and claims agent is Alixpartners, LLP. The prepetition first lenders are represented by Cadwalader, Wickersham & Taft LLP. The prepetition second lien lenders are represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP. This is Revel AC's second trip to bankruptcy. The company first sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25, 2013, with a prepackaged plan that reduced debt by $1.25 billion. Less than two months later on May 15, 2013, the 2013 Plan was confirmed and became effective on May 21, 2013. REVEL AC: Unsecured Creditors to Get $1.35M in Lender Deal ---------------------------------------------------------- William J Rochelle III, writing for Bloomberg News, reported that secured lenders to Revel AC Inc. negotiated a settlement that gives unsecured creditors at least $1.35 million through a Chapter 11 plan. According to the report, the lenders agreed to the deal with the Official Committee of Unsecured Creditors to gain final approval of a $71 million loan from units of Wells Fargo & Co. and JPMorgan Chase & Co. to finance the reorganization, which began in June. Unsecured creditors dropped their opposition to the loan, opening the door to approval of a liquidating Chapter 11 plan, Mr. Rochelle said. Unsecured creditors will also get 15 percent of the purchaser's installment payments, the report said, while the banks will also provide $150,000 from the sale to fund lawsuits to recover payments received by creditors within 90 days of bankruptcy. About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc. and five of its affiliates sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19, 2014, to pursue a quick sale of the assets. The Chapter 11 cases are assigned to Judge Gloria M. Burns. The Debtors' Chapter 11 cases are jointly consolidated for procedural purposes. Revel AC estimated assets ranging from $500 million to $1 billion, and the same amount of liabilities. White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors' Counsel, and Moelis & Company, LLC, is the investment banker. The Debtors' solicitation and claims agent is Alixpartners, LLP. The prepetition first lenders are represented by Cadwalader, Wickersham & Taft LLP. The prepetition second lien lenders are represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP. This is Revel AC's second trip to bankruptcy. The company first sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25, 2013, with a prepackaged plan that reduced debt by $1.25 billion. Less than two months later on May 15, 2013, the 2013 Plan was confirmed and became effective on May 21, 2013. ROCK POINTE: Wash. Developer Hit with $1-Mil. Atty Fee ------------------------------------------------------ Law360 reported that a Washington state court hit developer Prium Companies LLC with a sanction of $1.1 million in attorneys' fees and costs for what the judge called a "gross abuse of judicial process" in a dispute with its former real estate partner over ownership of a bankrupt Spokane office complex. According to the report, the sizeable sanction was accompanied by a $22 million default judgment against Prium, which originally sued investment entity Spokane Rock I LLC in 2012 in an alleged attempt to wrest control of the office complex, Rock Pointe Corporate Center. About Rock Pointe Rock Pointe Holdings Company LLC owns the Rock Pointe Corporate Center in Spokane, Washington. The Company filed for Chapter 11 protection (Bankr. E.D. Wash. Case No.11-05811) on Dec. 2, 2011. The Debtor estimated both assets and debts of between $50 million and $100 million. Southwell & O'Rourke, P.S., served as counsel for the Debtor. The U.S. Trustee appointed five unsecured creditors to serve on the Debtor's Official Committee of Unsecured Creditors. Kenneth W. Gates is the counsel for the Committee. Ford Elsaesser served as mediator for of all issues regarding the treatment of the debt owed to DMARC. The United States Trustee has appointed John Munding as Chapter 11 trustee in the bankruptcy case. Bankruptcy Judge Frank L. Kurtz, in December 2014, dismissed the Chapter 11 case of Rock Pointe Holdings, LLC. RONALD COHEN: Judgment Creditors Win Ch.11 Case Dismissal --------------------------------------------------------- Bankruptcy Judge Thomas J. Catliota granted the motion to dismiss the chapter 11 case of Ronald Cohen Management Company. Case dismissal was sought by judgment creditors Tower Oaks Boulevard, LLC, TOB, Inc., Oak Plaza, LLC, David T. Buckingham, Richard D. Buckingham and Susan E. Buckingham. A copy of the Court's February 5, 2015 Memorandum of Decision is available at http://bit.ly/1KFKFcwfrom Leagle.com. Ronald Cohen Management Company, based in Rockville, Maryland, filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 14-23399) on Aug. 27, 2014. Judge Wendelin I. Lipp presided over the case. Stephen A. Metz, Esq., at Shulman, Rogers, Gandal, Pordy & Ecker, P.A., served as the Debtor's counsel. Ronald Cohen estimated under $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Ronald J. Cohen, president. A list of the eight largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb14-23399.pdf ROSEMAN UNIVERSITY: S&P Cuts Series 2012 Bonds Rating to 'BB-' --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term rating to 'BB-' from 'BB+' on the Public Finance Authority, Wis.' series 2012 bonds issued for Roseman University, located in Henderson, Nev. and South Jordan, Utah. The outlook is stable. "The downgrade reflects the expected significant upcoming debt issuance of approximately $63.8 million in the next few months, $37 million of which is new money bonds to finance Roseman's expansion into a college of medicine," said Standard & Poor's credit analyst Luke Gildner. "We believe the amount of debt and the aggressive growth strategy into a new line of business will increase the university's already high debt burden and risk profile, while the increase in operating expenses associated with the expansion could compress margins in the near term." The rating also reflects the university's current narrow programmatic focus and the general market trends of declining demand for pharmacy schools, extremely weak financial resource metrics, and institutional risk-taking strategy. Supporting the rating is a history of strong enrollment and net tuition revenue growth. The stable outlook reflects S&P's expectation that over the next year, the university will experience continued strong demand for its programs, achieve breakeven operating performance, and successfully integrate the Nevada Cancer Institute Foundation into its operations. A lower rating could be considered if Roseman is unable to meet its financial projections leading to a further weakening of the university's financial resources. While unlikely during the two-year outlook period, S&P could consider a positive rating action if the university demonstrates sustained operating surpluses in line with fiscal 2014 results leading to an improvement in its financial resource ratios. Roseman University was founded as the Nevada College of Pharmacy in 1999 in Henderson, Nev. (just outside Las Vegas) with an inaugural class in 2001 of 38 students. A second campus in South Jordan, Utah (just south of Salt Lake City) opened in fall 2006. The South Jordan campus has grown significantly due to increased enrollment in the college of dentistry and now enrolls as many students as the Henderson campus. The university also has established a family dental clinic in Utah, which has received a positive response. Management has indicated plans to open additional clinics, which presents an opportunity for added revenues. The university does not provide housing and has limited dining facilities with no plans to add auxiliary services. S THOMAS ANDERSON: Involuntary Bankr. Petition v. Judge Nixed ------------------------------------------------------------- Bankruptcy Judge Marian Harrison in Nashville, Tennessee, dismissed, with prejudice, an involuntary Chapter 11 bankruptcy petition (Bankr. M.D. Tenn. Case No. 3:14-BK-09568) filed by an inmate, Andrew Lee Jamison, against S. Thomas Anderson, the U.S. District Judge who presided over the Petitioner's criminal trial in 2014. Judge Anderson seeks dismissal of the involuntary bankruptcy petition. The Petitioner did not respond. The Involuntary Bankruptcy Petition is based on allegations that Judge Anderson was involved in and complicit in "sedition, treason, insurrection, RICO, conspiracy, enticement into fraud, enticement into slavery, [and] all the crimes that are listed in Title 18 U.S.C." The body of the Petition does not state the factual basis for such an allegation against Judge Anderson. The Petitioner's stated complaints against Judge Anderson relate to Judge Anderson's handling of the Petitioner's criminal case. Judge Anderson denies that the Petitioner has any legitimate monetary claim against him. Therefore, Judge Harrison said, the Petitioner's claim to be a creditor is subject to a bona fide dispute as to liability and amount. Indeed, there is no legitimate basis for damages and/or a claim against Judge Anderson. Judge Harrison also noted that the Petition has not been joined and filed by three or more entities with liquidated financial claims against Judge Anderson, and the Petition was not filed by any claimholder holding at least $15,325 in undisputed, non-contingent claims. The Petitioner's conviction or sentence has not been reversed or otherwise invalidated, and the Petitioner's appeal of his criminal conviction is pending in the Sixth Circuit Court of Appeals. United States v. Jamison, No. 14-5465 (6th Cir. 2014) (undecided). "The Court finds that this involuntary bankruptcy Petition constitutes vexatious litigation against a federal judicial officer. It is in fact false, frivolous, and likely filed in retaliation for the Petitioner's criminal conviction. In addition, the Petitioner has not paid the required filing fee in the amount of $1717," Judge Harrison said in her February 5, 2015 Memorandum Opinion available at http://is.gd/mekrHzfrom Leagle.com. SABINE OIL: S&P Discontinues 'B' Corp. Credit RatingCR After Merger ------------------------------------------------------------------- Standard & Poor's Ratings Services said that it is discontinuing its 'B' corporate credit rating on Sabine Oil & Gas LLC. On Dec. 16, 2014, Sabine combined with Forest Oil Corp., which has changed its name to Sabine Oil & Gas Corp. The discontinuation is in accordance with Standard & Poor's policy on acquired entities. RATINGS LIST Rating Discontinued To From Sabine Oil & Gas LLC Corp credit rtg NR/--/-- B/Negative/-- SAMUEL WYLY: Judge Won't Revisit $175M Alternate Payout in SEC Case ------------------------------------------------------------------- Law360 reported that a New York federal judge refused to reconsider her December ruling setting a $175 million alternate measure of disgorgement in the U.S. Securities and Exchange Commission's fraud case against former Michael's Stores Inc. Chairman Sam Wyly and the estate of his late brother Charles Wyly Jr. According to the report, the defendants had argued that U.S. District Judge Shira A. Scheindlin relied on flawed expert testimony from Dr. Chyhe Becker, upon which she relied to find the alternative disgorgement measure. Judge Scheindlin offered the alternative in case a higher court disagrees with her September decision to order the brothers to disgorge nearly $188 million, plus prejudgment interest that the SEC later calculated to be more than $112 million, the report related. The SEC case is SEC v. Wyly et al., case number 1:10-cv-05760, in the U.S. District Court for the Southern District of New York. About Samuel Wyly Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge ordered him to pay several hundred million dollars in a civil fraud case. In September, a federal judge ordered Mr. Wyly and the estate of his deceased brother to pay more than $300 million in sanctions after they were found guilty of committing civil fraud to hide stock sales and nab millions of dollars in profits. About Caroline Wyly Caroline Wyly is the widow of business tycoon Charles Wyly. She and her brother-in-law Sam Wyly sought Chapter 11 bankruptcy protection as leverage to settle a looming tax bill and a $329 million claim from the Securities and Exchange Commission. Her bankruptcy is In re Caroline D. Wyly, 14-35074, in U.S. Bankruptcy Court, Northern District Texas (Dallas). SEVEN COUNTIES: Reorganization Plan Confirmed --------------------------------------------- U.S. Bankruptcy Judge Joan A. Lloyd has confirmed Seven Counties Services Inc.'s First Amended Plan of Reorganization. Kentucky Employees Retirement System and the Board of Trustees of Kentucky Retirement Systems has filed an appeal to the order confirming the Plan but the appeal was denied. According to the Disclosure Statement, the Plan contemplates the reorganization of existing debt and continuation of the Debtor's normal business operations. The primary objectives of the Plan are to: (a) maximize the value of the ultimate recoveries to all creditor groups on a fair and equitable basis; and (b) settle, compromise, or otherwise dispose of certain claims and interests on terms that the Debtor believes to be fair and reasonable and in the best interests of the Debtor's estate and its creditors. Upon entry of the confirmation order, the Debtor will continue to operate its business and manage its assets, which will generate income projected to be sufficient for the Debtor to meet its ongoing expenses and obligations contemplated under the Plan. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/SevenCounties_DS.pdf About Seven Counties Seven Counties Services Inc., a not-for-profit behavioral services provider from Louisville, Kentucky, filed for Chapter 11 protection (Bankr. W.D. Ky. Case No. 13-31442) on April 4, 2013. The agency generates more than $100 million a year in revenue and employs a staff of 1,400 providing services at 21 locations and 120 schools and community centers. The petition was signed by Anthony M. Zipple as president/CEO. The Debtor scheduled assets of $45.6 million and scheduled liabilities of $233 million. Judge Joan A. Lloyd presides over the case. David M. Cantor, Esq., Neil C. Bordy, Esq., Charity B. Neukomm, Esq., Tyler R. Yeager, Esq., and James E. McGhee III, Esq., at SEILLER WATERMAN LLC, serve as counsel to the Debtor. Bingham Greenebaum Doll LLP and Wyatt, Tarrant & Combs LLP have been retained by the Debtor as special counsel. Hall, Render, Killian, Heath & Lyman, PLLC, is special counsel to represent and advise it in the implementation of its new software system. Peritus Public Relations, LLC, has been tapped to provide public relations and public affairs support in Kentucky. Fifth Third Bank, the cash collateral lender, is represented by Brian H. Meldrum, Esq., at STITES & HARBISON PLLC; and Robert C. Goodrich, Jr., Esq., at STITES & HARBISON PLLC. SKYMALL LLC: Has Authority for Ch. 11 Auction Plan -------------------------------------------------- Law360 reported that an Arizona bankruptcy judge gave the company behind the SkyMall in-flight shopping catalog the green light for a plan to auction itself as a going concern and approved a slew of first-day motions to keep the firm open while it goes through the marketing process. According to the report, at a hearing in Phoenix, U.S. Bankruptcy Judge Brenda K. Martin approved several motions filed by SkyMall LLC and parent Xhibit Corp., including permission to sell their assets. About SkyMall LLC Headquartered in Phoenix, Arizona, SkyMall, LLC, is the company behind the ubiquitous in-flight catalogs known for kitschy items that include Bigfoot Garden Yeti statues, night glow toilet seats and cat litter robots. Affiliates SkyMall, LLC, fka SkyMall, Inc. (Bankr. D. Ariz. Case No. 15-00679), Xhibit Corp., fka NB Manufacturing, Inc. (Bankr. D. Ariz. Case No. 15-00680), Xhibit Interactive, LLC, fka Xhibit, LLC (Bankr. D. Ariz. Case No. 15-00682), FlyReply Corp. (Bankr. D. Ariz. Case No. 15-00684), SHC Parent Corp. (Bankr. D. Ariz. Case No. 15-00685), SpyFire Interactive, LLC (Bankr. D. Ariz. Case No. 15-00686), Stacked Digital, LLC (Bankr. D. Ariz. Case No. 15-00687), and SkyMall Interests, LLC (Bankr. D. Ariz. Case No. 15-00688) filed separate Chapter 11 bankruptcy petitions on Jan. 22, 2014. The petitions were signed by Scott Wiley, authorized signatory. Judge Brenda K. Martin presides over SkyMall, LLC's case, while Judge Madeleine C. Wanslee presides over Xhibit Corp.'s and SHC Parent Corp.'s cases. John A. Harris, Esq., at Quarles & Brady LLP serves as the Debtors' bankruptcy counsel. Cohnreznick Capital Market Securities, LLC, is the Debtors' financial advisor. SkyMall, LLC, estimated its assets at between $1 million and $10 million, and its liabilities at between $10 million and $50 million. Xhibit Corp. estimates its assets and liabilities at between $100,000 and $500,000 each. Xhibit Interactive, LLC, estimates its assets and liabilities at up to $50,000 each. SHC Parent Corp. estimates its assets and liabilities at up to $50,000 each. T-L CONYERS: Order Denying MB Financial Stay Relief Affirmed ------------------------------------------------------------ District Judge Joseph S. Van Bokkelen of the District Court for the Northern District of Indiana, Hammond Division, tossed an appeal by MB Financial Bank NA, from the Northern District of Indiana Bankruptcy Court's decision to deny its motion for relief from an automatic stay in the associated Chapter 11 cases of these four debtors: 1. T-L Conyers, LLC, 2. T-L Smyrna, LLC, 3. T-L Cherokee South, LLC, and 4. T-L Village Green, LLC The Debtors each own a separate commercial shopping center which serves as the only collateral for loans extended by MB Financial's predecessor financial institution. The Debtors all opened Chapter 11 bankruptcy cases regarding these loans, which were subject to an automatic stay. The bank maintains that 11 U.S.C. Sec. 362(d)(3) mandates that the automatic stay be terminated in these cases. Section 362(d)(3) allows a party in interest, after providing notice to the debtor, to obtain relief from an automatic stay when the debtor's collateral is "single asset real estate," as it is in the four Debtors' cases. Pursuant to Sec. 362(d)(3), the Bankruptcy Court will grant the party in interest relief from the automatic stay if the debtor has not "(A) filed a plan of reorganization that has a reasonable possibility of being confirmed within a reasonable time; or (B) . . . commenced monthly payments," within 90 days after the entry of the order for relief. The bank argues that the Debtors have failed to follow either of these courses of actions, and, as a result, the Bankruptcy Court erred by denying their motion to terminate the automatic stay. The Debtors counter that their actions satisfied Sec. 362(d)(3). They maintain that they filed a reorganization plan within the Sec. 362(d)(3) deadline. This reorganization plan contained a unique provision dubbed the "deemed substantive consolidation" provision, for which the Bankruptcy Court scheduled a hearing to review. After the hearing, the Bankruptcy Court found that this provision could not be included in the reorganization plan. The Debtors appealed this ruling in each of the four Chapter 11 cases. Before any of these appeals could be heard, the Debtors filed an amended reorganization plan that did not include the deemed substantive consolidation provision and withdrew their appeals. They contend that even though this amended plan was filed outside of the 90-day requirement in Sec. 362(d)(3), it is still sufficient to defeat the bank's motion for relief from the automatic stay. The Bankruptcy Court agreed with the Debtors and denied the bank's motions for relief. The District Court agrees with the Bankruptcy Court in its Feb. 4, 2015 Opinion and Order available at http://is.gd/xnqsoBfrom Leagle.com. The cases before the District Court are: MB Financial Bank NA, Appellant, v. T-L Conyers, LLC, T-L Smyrna, LLC, T-L Cherokee South, LLC, and T-L Village Green, LLC, Member Cases Appellees, Civil Action Nos. 2:14-CV-407-JVB, 2:14-CV-408-JVB, 2:14-CV-409-JVB, 2:14-CV-410-JVB (N.D. Ind.). MB Financial Bank NA, is represented by Maria A Diakoumakis -- mdiakoumakis@dykema.com -- Prisca Kim, Goldberg Kohn Ltd, Richard M Bendix, Jr, Dykema Gossett PLLC & Ronald Barliant, Goldberg Kohn Ltd. About T-L Cherokee T-L Conyers LLC, T-L Cherokee South, LLC, and two affiliates sought Chapter 11 protection in Hammond, Indiana, on Feb. 1, 2013. The Debtors are represented by David K. Welch, Esq., at Crane, Heyman, Simon, Welch & Clar, in Chicago. The Debtors own various shopping centers in Georgia and Kansas. T-L Cherokee South (Bankr. N.D. Ind. Case No. 13-20283) estimated assets and debts of $10 million to $50 million. T-L Cherokee owns and operates a commercial shopping center in Overland Park, Kansas known as "Cherokee South Shopping Center". The Debtors are entities managed by Westchester, Illinois-based Tri-Land Properties, Inc., which sought Chapter 11 protection (Case No. 12-22623) on July 11, 2012. TELECOMMUNICATIONS MANAGEMENT: S&P Affirms 'B' CCR; Outlook Stable ------------------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on Sikeston, Mo.-based Telecommunications Management LLC (d/b/a NewWave Communications). The outlook is stable. S&P also affirmed its 'B+' issue-level on the company's first-lien credit facility following the add-on. The first-lien facilities consist of a $25 million first-lien revolver, undrawn at completion of the transaction, and a $254 million first-lien term loan, inclusive of the $25 million add-on. The recovery rating remains '2', indicating S&P's expectation for substantial recovery (70%-90%) in the event of a payment default. In addition, S&P affirmed its 'CCC+' issue-level on the company's $77.8 million second-lien term loan. The recovery rating remains '6', indicating S&P's expectation for negligible recovery (0%-10%) in the event of a payment default. "The ratings affirmation follows NewWave's proposed $25 million add-on to its first-lien term loan," said Standard & Poor's credit analyst Michael Altberg. S&P expects the company will use proceeds to repay outstanding borrowings under its revolving credit facility, which stood at $17.5 million as of Dec. 31, 2014. As a result, the transaction is relatively leverage neutral, and improves the company's liquidity position at a time when capital expenditures remain elevated due to the completion of network upgrades in 2015. Although S&P do not believe there are any cash liquidity risks over the next two years, it expects headroom under the financial leverage covenant to fall below 10% in 2015, and could remain below 10% in 2016 depending on the level of revenue and EBITDA growth following network upgrade completions. The outlook is stable and reflects S&P's assumption of moderate pro forma EBITDA growth (8%-10%) in 2015. S&P expects free operating cash flow to be relatively breakeven to modestly negative in 2015, and that the company will begin to generate positive FOCF in 2016 due to a decline in capital expenditures from the completion of network upgrades of acquired properties. A rating downgrade, which S&P believes is unlikely over the next 12 months, could result from narrowing liquidity or the expectation of a covenant breach. Such a scenario would likely result from degradation in operating performance, including declines in subscriber levels combined with elevated capital expenditures, leading to ongoing negative FOCF and reduced availability under the revolving credit facility. An upgrade would require a reassessment of either the business risk profile or financial policy of the financial sponsors. For the former to occur, the company would need to increase significantly in size, with an accompanying improvement in penetration rates that are more on par with industry levels and EBITDA margin expansion to the mid 30% area from the low-30% area that S&P currently expects. For the latter to occur, the company would need to achieve leverage of less than 5x, with a shift in financial policy that is supportive of this lower leverage on a sustained basis. TNS INC: S&P Retains 'B+' CCR Following Sale of Gateway Business ---------------------------------------------------------------- Standard & Poor's Ratings Services said its 'B+' corporate credit rating and stable outlook on data communications provider TNS Inc. remains unchanged following the company's sale of its Gateway Service business. S&P revised its recovery rating on the first-lien secured credit facility to '2' from '3', and raised the issue-level rating on this debt to 'BB-' from 'B+'. The '2' recovery rating indicates S&P's expectation for substantial recovery (70%-90%) in the event of a payment default. TNS plans to use the proceeds to distribute $75 million to its ownership group and pay down $75 million in debt. The pay-down of debt will include a $60 million payment on the company's first-lien term loan ($604.5 million outstanding as of Dec. 31, 2014) and a $15 million payment to its second-lien term loan ($185 million outstanding). The 'B' issue-level rating and '5' recovery ratings on the company's second-lien term loan are unchanged. The '5' recovery rating indicates S&P's expectation for modest (10-30%) recovery in the event of payment default. S&P expects lease-adjusted leverage to be in the mid-4x area in 2015, a slight reduction from our previous estimate due to the pay-down in debt. S&P's base-case assumption is for the company's revenues to decrease 9%-10% in 2015, resulting from the sale of its Gateway Service business and high-single-digit percent declines in its Telecom Services business. S&P expects that low- to mid-single-digit growth in the Payment Services and Financial Services businesses in 2016 will help offset losses in the Telecom Services division and generate low-single-digit growth overall. S&P expects reported EBITDA margins to modestly grow to the mid-30% area from the low-30% area over the next few years. The improvement is due to the company's expected completion of a multi-year plan to reduce costs, as well as increased scale in the various segments. RATINGS LIST TNS Inc. Corporate Credit Rating B+/Stable/-- Upgraded; Recovery Rating Revised To From TNS Inc. Senior Secured 1st Lien BB- B+ Recovery Rating 2 3 TOLLENAAR HOLSTEINS: Section 341(a) Meeting Set for March 12 ------------------------------------------------------------ A meeting of creditors in the bankruptcy cases of Tollenaar Holsteins, et al., will be held on March 12, 2015, at 10:00 a.m. at Office of the UST(7-500). Creditors have until June 10, 2015, to submit 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. Tollenaar Holsteins, Friendly Pastures, LLC, and T Bar M Ranch, LLC, filed Chapter 11 bankruptcy petitions (Bankr. E.D. Cal. Lead Case No. 15-20840) on Feb. 4, 2015. Tami Tollenaar signed the petitions as general partner. Judge Christopher D. Jaime is assigned to the cases. Felderstein Fitzgerald Willboughby & Pascuzzi LLP serves as the Debtors' counsel. The Debtors estimated assets and liabilities of at least $10 million. TOLLENAAR HOLSTEINS: Seeks Authority to Use Cash Collateral ----------------------------------------------------------- Tollenaar Holsteins, et al., seek authority from the U.S. Bankruptcy Court for the Eastern District of California, Sacramento Division, to use cash collateral securing the Debtor's indebtedness from feed suppliers Furst McNess Co., Alan Ritchey Inc., Diversified Ingredients, Rising Phoenix Farms, LLC, Frontier Trading, Inc. According to Jason E. Rios, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi LLP, in Sacramento, California, the feed suppliers are owed money by the Debtor and may assert dairy liens. The Secured Creditors may have security interests in the cash collateral to be used. Mr. Rios tells the Court that the cash collateral sought to be used constitutes the sole source of funds to operate the Debtor's business. Unless the Court permits immediate use of the cash collateral, the Debtor will be unable to pay employees and suppliers and otherwise will be unable to continue the business or preserve the value of the estate's assets, Mr. Rios relates. Bank of the West, which extended secured prepetition loans totaling approximately $4,400,000, complained that it has had insufficient time to analyze the Debtor's proposed budget and the terms for the use of cash collateral. The Bank says it has consented to the use of its cash collateral in the amount of approximately $12,000 to provide the Debtor's dairy operations with food and gasoline to operate machinery in the interim. If necessary, the Bank is willing to consent to use of its cash collateral to provide additional feed and gas to maintain the dairy herd until a continued hearing can be held. The Bank is represented by: Bruce A. Scheidt, Esq. Bruce A. Emard, Esq. KRONICK, MOSKOVITZ, TIEDEMANN & GIRARD, APC 400 Capitol Mall, 27th Floor Sacramento, CA 95814 Tel: (916) 321-4500 Fax: (916) 321-4555 E-mail: bscheidt@kmtg.com bemard@kmtg.com About Tollenaar Holsteins Tollenaar Holsteins and its affiliates Friendly Pastures, LLC, and T Bar M Ranch, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 15-20840) on Feb. 4, 2015 . The case is assigned to Judge Christopher D. Jaime. The Debtors' counsel is Jason E. Rios, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi LLP, in Sacramento, California. TOLLENAAR HOLSTEINS: Seeks to Pay Employees' Wages -------------------------------------------------- Tollenaar Holsteins, et al., seek authority from the U.S. Bankruptcy Court for the Eastern District of California, Sacramento Division, to pay employee obligations, employee deductions and employee expenses, including amounts owed for services or utilities delivered prepetition. The Debtors believe that the amounts would be entitled to priority claim status under the provisions of Section 507(a) of the Bankruptcy Code or otherwise require adequate assurance under Section 366 and that payment of the prepetition Employee Compensation and Utilities is necessary to the continued operation of their business. If payments are not made, there is a substantial risk of loss of employees or utility service that would result in the Debtor's inability to operate its business or care for its cows, the Debtors tell the Court. Replacing the employees would be difficult or impossible and would require significant expense and loss of operations that the Debtors cannot afford to incur, the Debtors add. About Tollenaar Holsteins Tollenaar Holsteins and its affiliates Friendly Pastures, LLC, and T Bar M Ranch, LLC, sought protection under Chapter 11 of the Bankruptcy Code on Feb. 4, 2015 (Bankr. E.D. Cal. Lead Case No. 15-20840). The case is assigned to Judge Christopher D. Jaime. The Debtors' counsel is Jason E. Rios, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi LLP, in Sacramento, California. TOLLENAAR HOLSTEINS: Wants Joint Administration of Ch. 11 Cases --------------------------------------------------------------- Tollenaar Holsteins, Friendly Pastures, LLC, and T Bar M Ranch, LLC, ask the U.S. Bankruptcy Court for the Eastern District of California, Sacramento Division, to issue an order directing the joint consolidation, for procedural purposes only, of their Chapter 11 cases under Lead Case No. 15-20840. The Debtors tell the Court that their Chapter 11 cases are related cases in that they are affiliates as each case shares the same direct or indirect ownership, common management, common creditors, and are otherwise so related as to warrant being treated as related. About Tollenaar Holsteins Tollenaar Holsteins and its affiliates Friendly Pastures, LLC, and T Bar M Ranch, LLC, sought protection under Chapter 11 of the Bankruptcy Code on Feb. 4, 2015 (Bankr. E.D. Cal. Case No. 15-20840). The case is assigned to Judge Christopher D. Jaime. The Debtors' counsel is Jason E. Rios, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi LLP, in Sacramento, California. TRUMP ENTERTAINMENT: NLRB Supports Taj Mahal Workers ---------------------------------------------------- Law360 reported that the National Labor Relations Board threw support behind the Taj Mahal casino union, telling the Third Circuit that Trump Entertainment Resorts Inc. should not have been allowed to ax a collective bargaining agreement in the name of its bankruptcy. According to the report, in a 58-page amicus brief, the labor board said that a Delaware bankruptcy court did not have the authority to grant Trump Entertainment's application to reject United Here Local 54's CBA and impose its alternative that trades pensions for 401(k)s and employer-provided health insurance for coverage under the Affordable Care Act. Echoing arguments made by the union, the brief said that the CBA -- which expired in September -- is now governed under the National Labor Relations Act, which mandates that the status quo not be disturbed without good faith negotiations, and thus is no longer subject to bankruptcy rules, the report related. The Unite Here Local 54 on Feb. 3 filed 27 charges of unfair labor practices with the NLRB, accusing managers of threatening and discriminating against workers for union activity as they fight Trump Entertainment's axing of a collective bargaining agreement in its Chapter 11 bankruptcy. The union alleges in its complaints that Trump Entertainment has unilaterally changed the work schedules for beverage servers, bar porters and other employees, breaking previous agreements. About Trump Entertainment Resorts Trump Entertainment Resorts Inc., owner of the Atlantic City Boardwalk casinos that bear the name of Donald Trump, returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept. 9, 2014, with plans to shutter its casinos. TER and its affiliated debtors own and operate two casino hotels located in Atlantic City, New Jersey. TER said it will close the Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2014. The Debtors have sought an order authorizing the joint administration of their Chapter 11 cases and the consolidation thereof for procedural purposes only. Judge Kevin Gross presides over the Chapter 11 cases. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing and claims agent. TER estimated $100 million to $500 million in assets as of the bankruptcy filing. The Debtors as of Sept. 9, 2014, owe $286 million in principal plus accrued but unpaid interest of $6.6 million under a first lien debt issued under their 2010 bankruptcy-exit plan. The Debtors also have trade debt in the amount of $13.5 million. The Official Committee of Unsecured Creditors tapped Gibbons P.C. as its co-counsel, the Law Office of Nathan A. Schultz, P.C., as co-counsel, and PricewaterhouseCoopers LLP as its financial advisor. TS EMPLOYMENT: Seeks March 2 Extension of Schedules Filing Date --------------------------------------------------------------- TS Employment, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to extend the time within which it must file its schedules of assets and liabilities and statement of financial affairs until March 2, 2015. In support of the extension request, the Debtor's counsel, Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, in New York, says the Debtor will not be able to file a complete set of schedules on or before the Feb. 16, 2015, deadline, which deadline is set pursuant to Rule 1007(b) of the Federal Rules of Bankruptcy Procedure. Mr. Markowitz states: "The Debtor's petition was filed on an emergency basis after the Debtor and its only customer, Corporate Resource Services, Inc., learned just a few days prior to the Petition Date that there will likely be a significant tax liability to the Internal Revenue Service. Since this discovery took place, the Debtor has focused its efforts on stabilizing its operations, thereby leading to the Debtor's retention of Realization Services Inc. and its president, Barry Kasoff, as its consultant and chief restructuring officer. In light of the emergent nature of the filing and Mr. Kasoff's recent hiring, it will be impossible for Mr. Kasoff and his team to prepare and ifle complete and verified Schedules by Feb. 16, 2015." About TS Employment Based in New York, TS Employment Inc. is a professional employer organization that provides payroll-related services. Its only customer is publicly held Corporate Resource Services, Inc., a diversified technology, staffing, recruiting, and consulting services firm. TS processes payroll of up to 30,000 employees. TS Employment sought Chapter 11 for protection (Bankr. S.D.N.Y. Case No. 15-10243) in Manhattan on Feb. 2, 2015. Judge Martin Glenn is assigned to the case. The Debtor estimated at least $100 million in assets and debt. The Debtor tapped Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, in New York, as counsel. Realization Services Inc. serves as the Debtor's consultant. TURNER GRAIN: Panel Taps Lueken Dilks & Nicholas Wooten as Counsel ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of Turner Grain Merchandising Inc. asks the U.S. Bankruptcy Court for the Eastern District of Arkansas for permission to retain Lyndsey D. Dilks, Esq., of Lueken Dilks Law Firm, and Nick Wooten, Esq., of Nicholas Wooten LLC as its co-counsel. The firm will undertake all actions as the Committee may direct as it relates to the investigation of the Debtor's affairs, acquisition and distribution of assets, management and appropriate involvement in any pending federal and state court actions or potential claims by or against the estate, and to bring actions and assert claims as the committee deems appropriate in order to properly protect the interests of creditors. Hourly rates for the attorneys and for each other person expected to perform work and to be included in any application for compensation: Professionals Hourly Rates ------------- ------------ Lyndsey Dilks, Esq. $295 Nick Wooten, Esq. $295 Paralegal Services $105 The Committee says Mr. Wooten's normal hourly billing rate for litigation in the bankruptcy forum is $350 per hour. However, he has agreed to discount his normal rate in this matter. The Committee assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Messrs. Dilks and Wooten can be reached at: Lyndsey D. Dilks, Esq. Lueken Dilks Law Firm 1101 w. 2d Street Little Rock, AK 12201 Tel: (501) 312-0010 Fax: (501) 312-0198 Email: ldiks@luekendilkslaw.com - and - Nicholas Wooten, Esq. Nick Wooten, LLC 1702 Catherine Court, Suite 2-D Auburn, AL 36830 Tel: (334) 887-3000 Fax: (334) 821-7720 Email: nick@nickwooten.com About Turner Grain Turner Grain Merchandising, Inc., sought bankruptcy protection (Bankr. E.D. Ark. Case No. 14-bk-15687) in Helena, Arkansas, on Oct. 23, 2014. Kevin P. Keech, the court-appointed receiver of the Debtor, sought and obtained permission to employ Keech Law Firm, P.A. as attorneys. The Debtor listed $13.77 million in total assets, and $24.84 million in total liabilities. The U.S. Trustee for Region 13 appointed three creditors of Turner Grain Merchandising Inc., to serve on the official committee of unsecured creditors. USF HOLDINGS: S&P Ups Secured Rating to B+ on Revised Deal Terms ---------------------------------------------------------------- Standard & Poor's Ratings Services raised its issue-level rating on Auburn Hills, Mich.-based injection and compression molded auto components manufacturer USF Holdings LLC's senior secured debt (issued by U.S. Farathane LLC) to 'B+' from 'B' and revised the recovery rating on this debt to '2' from '3'. The '2' recovery rating indicates S&P's expectation for substantial (70% to 90%, at the low end of the range) recovery for secured lenders in the event of payment default. The company boosted the required amortization under the senior secured term loan to 5% from 1%, which results in lower estimated senior secured first-lien claims in a hypothetical default, thereby enhancing recovery prospects. S&P's 'B' corporate credit rating and stable outlook on USF Holdings LLC remain unchanged. RATINGS LIST USF Holdings LLC Corporate credit rating B/Stable/-- Ratings Raised To From U.S. Farathane LLC Senior secured B+ B Recovery rating 2 3 VISION ONE MANAGEMENT: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: Vision One Management Group Inc. 6121 Rivershort Court North Fort Myers, FL 33917 Tel: (239) 851-1552 Case No.: 15-01189 Chapter 11 Petition Date: February 9, 2015 Court: United States Bankruptcy Court Middle District of Florida (Ft. Myers) Debtor's Counsel: Charles PT Phoenix, Esq. RHODES, TUCKER, PHOENIX CHARTERED 2407 Periwinkle Way, Suite 6 Sanibel, FL 33957 Tel: 239-461-0101 Fax: 239-461-0083 Email: cptp@rhodestucker.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Tom Peter Hoolihan, president/owner. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. VIVARO CORP: Ch. 11 Judge Trims $50M Leucadia Clawback Suit ----------------------------------------------------------- Law360 reported that unsecured creditors of defunct calling card maker Vivaro Corp. can keep chasing $27 million that Leucadia National Corp. received in 2007 from an allegedly insolvent Vivaro unit, a New York bankruptcy judge ruled while axing the balance of a $50 million fraudulent transfer case. According to the report, the creditors alleged enough facts to sustain their attempt to claw back a pair of transfers that Vivaro co-debtor STi Prepaid LLC made to a Leucadia subsidiary in connection with a $121.8 million prepaid calling card business acquisition. About Vivaro Corp. Vivaro Corp., which specializes in the sale of international calling cards in the U.S., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six other related companies, including Kare Distribution Inc. The Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V. Huynh, Esq., at Herrick, Feinstein LLP. Garden City Group Inc. is the claims and notice agent. A five-member official committee of unsecured creditors has been appointed in the case. The Creditors Committee is represented by: George P. Angelich, Esq. George V. Utlik, Esq. ARENT FOX LLP 1675 Broadway New York, NY 10019 Tel: (212) 484-3900 The Debtors' CRO is represented by: Phil Gund, Esq. MAROTTA GUND BUDD & DZERA, LLC The Lincoln Building 60 E. 42 Street, 50th Floor New York, NY 10165 Tel: (212) 818-1555 By Order dated January 31, 2013, the Court approved the sale of substantially all of the Debtors' assets to Next Angel, LLC, n/k/a Angel Americas, LLC. The sale closed on February 8, 2013 and divested the Debtors' Estates of their prepetition businesses. WASHINGTON MUTUAL: Trust Defeats Challenge to Ch. 11 Warrant Deal ----------------------------------------------------------------- Law360 reported that a Delaware federal judge tossed a individual challenge to Washington Mutual Inc.'s settlement with a class of investors in the defunct bank's litigation tracking warrants, finding the appeal failed to properly address the deal. According to the report, U.S. District Judge Gregory M. Sleet dismissed the appeal of warrant holder Benjamin Bush, ruling that the investor had no grounds to contest the agreement because he appealed a previous decision of the bankruptcy court regarding warrants but never appealed the settlement itself. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- was the holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns 100% of the equity in WMI Investment. WET SEAL: Executes Debtor-in-Possession Financial Agreement ----------------------------------------------------------- B. Riley Financial, Inc. on Feb. 9 disclosed that it has executed a debtor in possession financing arrangement (DIP) and plan sponsorship agreement (PSA) for The Wet Seal, Inc. Both the DIP financing and PSA, which form the basis for The Wet Seal's chapter 11 reorganization, will be handled by B. Riley Financial, Inc. and its subsidiaries, B. Riley & Co., LLC, and Great American Group, LLC and its affiliates and designees. "This engagement with The Wet Seal is an example of what we envisioned when B. Riley & Co. and Great American Group combined last year. We are now able to structure financing solutions that draw from the expertise and financial resources housed in our investment banking group, B. Riley & Co. LLC, as well as our asset valuation and disposition services at the Great American Group," said Bryant Riley, Chairman of B. Riley Financial. "Utilizing a collaborative approach, we have engaged our various service groups to provide a financial recovery path for The Wet Seal that we believe will restore its iconic name in fashion retailing and benefit all parties involved," he concluded. On January 15, 2015, The Wet Seal, headquartered in Foothill Ranch, California, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. On January 20, 2015, the Bankruptcy Court approved The Wet Seal's request to continue to operate in the ordinary course of business, including interim approval of the financing arranged by B. Riley Financial. B. Riley Financial, Inc. is providing the financing in order to assist in The Wet Seal's efforts to reorganize. The DIP financing provides for a $20 million term loan facility, subject to certain limitations and conditions, including a $5 million availability block at closing from B. Riley Financial, Inc. to be funded on an interim and final basis. This loan facility will provide availability to fund The Wet Seal's operations during the Chapter 11 cases, including its obligations to vendors and other purveyors of goods and services. The financing remains subject to final Bankruptcy Court approval and the satisfaction of specified closing conditions. The PSA provides a comprehensive blueprint for The Wet Seal's emergence from Chapter 11 as a going concern pursuant to a plan of reorganization under which B. Riley Financial, Inc. has agreed to provide funding and will receive a majority of the stock in the reorganized company at emergence. On February 5, the Bankruptcy Court authorized Wet Seal to assume the PSA, subject to certain modifications, including the opportunity for the company to explore alternative transactions; the plan of reorganization, which is not yet filed, remains subject to Bankruptcy Court approval. About B. Riley Financial Inc. B. Riley Financial, Inc. -- http://www.brileyfin.com-- provides collaborative financial services and solutions through several subsidiaries, including: B. Riley & Co. LLC, an investment bank which provides corporate finance, research, and sales & trading to corporate, institutional and high net worth individual clients; Great American Group, LLC a provider of advisory and valuation services, asset disposition and auction solutions, and commercial lending services; and B. Riley Asset Management, LLC, a provider of investment products to institutional and high net worth investors. B. Riley Financial, Inc. is headquartered in Los Angeles with offices in major financial markets throughout the United States and Europe. About Wet Seal The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail, Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to 15-10084) on Jan. 15, 2015. The Debtors are a national multi-channel retailer selling fashion apparel and accessory items designed for female customers aged 13 to 24 years old. Wet Seal listed total assets of $92.8 million and total liabilities of $103.4 million as of Nov. 1, 2014. The Hon. Christopher S. Sontchi presides over the jointly administered cases. Maris J. Kandestin, Esq., and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R. Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP; and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel. FTI Consulting serves as the Debtors' restructuring advisor. The Debtors' investment banker is Houlihan Lokey. The Debtors tapped Donlin, Recano & Co., Inc. as claims and noticing agent. The petitions were signed by Thomas R. Hillebrandt, interim chief financial officer. WET SEAL: Scores Improved DIP with $5M Added to $20MM Loan ---------------------------------------------------------- Law360 reported that bankrupt women's apparel retailer The Wet Seal Inc. said that its newly minted creditors committee was able to secure $5 million more in debtor-in-possession financing under better terms from the same lender and that the debtor would be open to a Section 363 sale of its assets. According to the report, in a filing before the Delaware bankruptcy court, Wet Seal said that proposed DIP lender B. Riley Financial Inc. is now willing to lend $25 million, with 2-percent better rates for both default and nondefault interest. The Debtors were given interim authority to obtain (i) from B. Riley up to $1 million; and (ii) from BofA, as DIP L/C Issuer up to $18.3 million. B. Riley serves as DIP Lender under the Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement, dated as of Jan. 15, 2015. The DIP Financing Agreement provides for a senior secured, super-priority credit facility of up to $20.0 million on the closing date of the DIP Financing, and the availability of which is reduced by an $5.0 million availability block, which Availability Block is subject to reduction at the sole discretion of the Lender. BofA is the L/C Issuer under the Senior Secured, Super-Priority Debtor-in-Possession Letter of Credit Agreement, dated as of Jan. 15, 2015. The DIP L/C Agreement provides for a senior secured, super-priority debtor-in-possession letter of credit facility of up to approximately $18.3 million on the closing date of the DIP LC Financing. About Wet Seal The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail, Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to 15-10084) on Jan. 15, 2015. The Debtors are a national multi-channel retailer selling fashion apparel and accessory items designed for female customers aged 13 to 24 years old. Wet Seal listed total assets of $92.8 million and total liabilities of $103.4 million as of Nov. 1, 2014. The Hon. Christopher S. Sontchi presides over the jointly administered cases. Maris J. Kandestin, Esq., and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R. Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP; and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel. FTI Consulting serves as the Debtors' restructuring advisor. The Debtors' investment banker is Houlihan Lokey. The Debtors tapped Donlin, Recano & Co., Inc. as claims and noticing agent. The petitions were signed by Thomas R. Hillebrandt, interim chief financial officer. WOLF MOUNTAIN: Must Defend Bankruptcy Case From Dismissal --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Utah ordered Wolf Mountain Products LLC to show cause why its Chapter 11 case should not be dismissed or converted to a case under Chapter 7 of the Bankruptcy Code. Wolf Mountain's response to the Order to Show Cause must filed no later than Feb. 23, 2015. If no response is timely filed, and given the apparent assets available for administration, the Court will enter an order converting the case to chapter 7 as being "in the best interests of creditors and the estate". Otherwise, a hearing on will be held on March 3, 2015 at 2:30 p.m. About Wolf Mountain Products Wolf Mountain Products' business consists of harvesting buried wood and bark fines from property it owns in Panguitch, Utah and in Lindon, Utah, and from leased property in Fredonia, Arizona and thereafter selling its products to its customers. Wolf Mountain Products, L.L.C., filed a Chapter 11 petition (Bankr. D. Utah Case No. 13-33869) in Salt Lake City on Dec. 12, 2013. Bryce J. Burns signed the petition as manager. The Orem, Utah-based company disclosed $40,666,583 in assets and $5,627,349 in liabilities as of the Petition Date. Anna W. Drake, Esq., at the law firm of Anna W. Drake, P.C., in Salt Lake City, serves as the Debtor's counsel. Judge Joel T. Marker presides over the case. The U.S. Trustee for Region 19 has selected three creditors to the Official Committee of Unsecured Creditors for the case of the Debtor. XG TECHNOLOGY: Receives Nasdaq Listing Non-Compliance Notice ------------------------------------------------------------ xG Technology, Inc., on Feb. 9, 2015, received a letter from the Nasdaq Listings Qualifications department of the Nasdaq Capital Market notifying the Company that the minimum bid price per share for its common stock was below $1.00 for a period of thirty (30) consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). The Company has a compliance period of 180 calendar days, or until Aug. 10, 2015, to regain compliance with Nasdaq's minimum bid price requirement. If at any time during the 180-day compliance period, the closing bid price per share of the Company's common stock is at least $1.00 for a minimum of 10 consecutive business days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed. In the event the Company does not regain compliance with Rule 5550(a)(2) within this compliance period, it may be eligible for additional time. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of the minimum bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If the Nasdaq staff concludes that the Company will not be able to cure the deficiency, or if the Company determines not to submit the required materials or make the required representations, the Company's common stock will be subject to delisting by Nasdaq. xG Technology is a developer of patented wireless communications and spectrum sharing technologies. YARWAY CORP: Judge Extends Deadline to Remove Lawsuits ------------------------------------------------------ U.S. Bankruptcy Judge Brendan Shannon extended the deadline for Yarway Corp. to file notices of removal of lawsuits through the effective date of its Chapter 11 plan of reorganization. About Yarway Corporation Yarway Corporation sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11025) on April 22, 2013, to deal with claims arising from asbestos containing products it allegedly sold as early as the 1920s. Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as the Simplex Engineering Company and originally manufactured pipe clamps, steam traps, valves and controls. Based in Pennsylvania, Yarway was a privately-owned company until 1986 when KeyStone International, Inc. bought equity in the company. Yarway became a unit of Tyco International Ltd. when Tyco purchased KeyStone in 1997. Yarway's asbestos-related liabilities derive from Yarway's (i) purported use of asbestos-containing gaskets and packing, manufactured by others, in its production of steam valves and traps from the 1920s to 1970s, and (ii) alleged manufacture of expansion joint packing that was allegedly made up of a compound of Teflon and asbestos from the 1940s to the 1970s. Over the past five years, about 10,021 new asbestos claims have been asserted against Yarway, including 1,014 in Yarway's 2013 fiscal year ending March 31, 2013. The Debtor estimated assets and debts in excess of $100 million as of the Chapter 11 filing. Attorneys at Cole, Schotz P.C. and Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11 case. Logan and Co. is the claims and notice agent. On May 6, 2013, the U.S. Trustee for Region 3, appointed an official committee of asbestos personal injury claimants. The Committee tapped Elihu Inselbuch, Esq. at Caplin & Drysdale, Chartered, as lead bankruptcy counsel. YMCA MILWAUKEE: Sells Headquarters to Kendall Breunig ----------------------------------------------------- Erica Breunlin at Biztimes.com reports that the YMCA of Metropolitan Milwaukee has emerged from Chapter 11 bankruptcy and sold its downtown headquarters to developer and Sunset Investors principal Kendall Breunig for an undisclosed price. The sale closed during the first week of February, the report says. As reported by the Troubled Company Reporter on Feb. 2, 2015, the Company disclosed that the United States Bankruptcy Court for the Eastern District of Wisconsin has confirmed the Company's plan of reorganization. The Plan received the full consensual support from all of the organization's major creditors. The confirmation effectively clears the way for the Company to emerge from Chapter 11 immediately. Biztimes.com relates that through an arrangement with Mr. Breunig, the Company will continue to lease the space it has occupied. The report says that the Company has established a three-year lease with Mr. Breunig but will have additional options. The Company, according to Biztimes.com, said that sale proceeds will be used to repay creditors in line with its restructuring plan. Biztimes.com reports that the Company will start looking for a new space to house its downtown programming and will vacate its leased space upon the move. About YMCA Milwaukee The Young Men's Christian Association of Metropolitan Milwaukee, Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014. YMCA Milwaukee, which has more than 100,000 members using its centers and camps, plans to sell a majority of its owned real estate to help pay down $29 million in debt. YMCA Milwaukee estimated $10 million to $50 million in both assets and liabilities. YMCA Academy estimated $100,000 to $500,000 in both assets and liabilities. The formal schedules of assets and liabilities are due June 18, 2014. The cases are assigned to Judge Susan V. Kelley. The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz, Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel. The Debtors have engaged Ernst & Young LLP as their financial advisors, and Reputation Partners, L.L.C. as their public relations advisors. The Debtors have also tapped Fox, O'Neill & Shannon, S.C. as their special counsel for real estate matters. On June 30, 2014, the Official Committee of Unsecured Creditors won approval to retain Goldstein & McClintock LLLP as its counsel, provided that the G&M attorney who had represented the BMO participant may not participate in representation of the Committee. The Committee also won approval to hire Navera Group, LLC as financial advisors. [*] $195M Attys' Fees OK'd in LBO Collusion Settlement ------------------------------------------------------ Law360 reported that a Massachusetts federal judge approved nearly $200 million in attorneys' fees tied to $590 million in settlements in a class action claiming Goldman Sachs Group Inc., Carlyle Group LP and several other private equity firms teamed up to keep leveraged buyout prices low. According to the report, citing a brief electronic order, U.S. District Judge William G. Young granted plaintiffs' motion for an award of $194.9 million attorneys' fees and $12 million in litigation expenses. [*] AlixPartners Announces Managing Director Promotions ------------------------------------------------------- AlixPartners has announced managing director promotions. The firm promoted these individuals: Andrew Bergbaum Enterprise Improvement, London John Bonno Enterprise Improvement, Detroit Giacomo Cantu Enterprise Improvement, Chicago Gaurav Chhabra Enterprise Improvement, Boston Thomas Clarke Enterprise Improvement, New York Jonathan Greenway Enterprise Improvement, San Francisco Koichi Kawaguchi Enterprise Improvement, Tokyo Michele Mauri Enterprise Improvement, Milan Renaud Montupet Turnaround & Restructuring Services, Paris Deborah Rieger-Paganis Turnaround & Restructuring Services, New York Thomas Studebaker Turnaround & Restructuring Services, New York Michael Wabnitz Financial Advisory Services, Munich Richard Wallace Information Management Services, Chicago David Wireman Enterprise Improvement, Dallas About AlixPartners AlixPartners is a global business advisory firm of results-oriented professionals who specialize in creating value and restoring performance at every stage of the business life cycle. [*] Asbestos Attys Face Off At Hearing Over Claims Transparency --------------------------------------------------------------- Law360 reported that a K&L Gates LLP partner told House lawmakers that his experience defending Crane Co. and others shows the Republican-backed measure to increase transparency in asbestos bankruptcy trust claims is warranted, while a Caplin & Drysdale Chtd. plaintiffs expert sided with House Democrats' denouncing the bill as a defense-side intimidation tactic to limit liability. According to the report, K&L Gates partner Nicholas Vari testified in favor of the recently revived asbestos transparency bill to a House panel considering the measure, arguing that its requirement for more disclosure from asbestos trusts. Mr. Vari may be reached at: Nicholas Vari, Esq. K&L GATES LLP K&L Gates Center 210 Sixth Avenue Pittsburgh, PA 15222-2613 E-mail: nick.vari@klgates.com [*] MSRB Says Bank Loan Secrecy Harms Bondholders ------------------------------------------------- Law360 reported that the Municipal Securities Rulemaking Board criticized the failure of many issuers in the $3.6 trillion municipal debt market to disclose their use of bank financing that can depress credit profiles and subordinate existing bondholders. According to the report, in a strongly worded advisory note, the MSRB called for state and local governments to divulge when they take out increasingly popular bank loans so that the market can accurately assess the potential credit or liquidity implications. [*] Ocwen Rejects Hedge Funds' Bond Default Claims -------------------------------------------------- Law360 reported that Ocwen Financial Corp.'s legal team fought back against "wildly false" accusations from hedge funds that took the unusual step of publicly calling defaults on $9 billion in bonds they say have suffered from the embattled mortgage giant's faulty loan servicing. According to the report, BlackRock Inc., Pacific Investment Management Co. LLC and other asset managers made "baseless allegations" with an inflammatory and misleading letter claiming contractual breaches of mortgage-linked securities investments, Ocwen's lawyer Richard Jacobsen of Orrick Herrington & Sutcliffe LLP wrote in a counter-punch released online. [*] SSG Capital Advisors Launches Energy Group ---------------------------------------------- Long established in the energy industry with a history of successful transactions, SSG Capital Advisors has formed a new group dedicated to advising middle market companies in this sector. This expanded, highly focused group will further support companies facing instability and financial challenges, and will offer strategic advisory services to help businesses identify new opportunities and generate value. "In perhaps one of the most challenging business climates this industry has experienced in recent years, energy companies are confronted with liquidity and cash flow constraints, falling asset values and an imbalance of supply and demand in the energy value chain," said Mark E. Chesen, SSG Managing Director. "SSG's Energy Group will focus on maximizing value for businesses as they navigate these challenges." In addition, SSG has formed a strategic alliance with Chiron Financial Group, Inc., a Houston-based investment bank with a long history of delivering services to the energy market. Chiron brings an industry leading oil and gas financial team, as well as a track record of working alongside engineers, geologists and geophysicists to understand and address business/financial issues. "I'm excited to partner with SSG to broaden our reach and further assist the continuum of companies in the energy sector," said Jay Krasoff, Chiron Managing Director. "This strategic alliance offers a unique combination of expertise that will add significant value to our clients as they address unstable market conditions and sector volatility." From exploration through production and distribution, SSG and Chiron have completed deals in all energy sectors including oil and gas, coal, nuclear, wind, solar and biofuel, and have experience with energy services and equipment companies as well. They bring senior-level expertise and insightful, strategic thinking to each engagement. About SSG Capital Advisors SSG Capital Advisors is an independent boutique investment bank that assists middle-market companies and their stakeholders in completing special situation transactions. It provides its clients with comprehensive investment banking services in the areas of mergers and acquisitions, private placements, financial restructurings, valuations, litigation and strategic advisory. SSG has a proven track record of closing over 250 transactions in North America and Europe and is one of the leaders in the industry. ********* 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 ***