/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150213.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, February 13, 2015, Vol. 19, No. 44 Headlines 30DC INC: Showcases Client Successes Creating Digital Products ADVANCED MICRO DEVICES: Vanguard Reports 6.6% Stake as of Dec. 3 AG 11: Files for Chapter 11; Russian Investors Want to Stay Case ALEXANDROS YFANTIDIS: Pleads Guilty to Burning Down Best Textile ALLIED SYSTEMS: Yucaipa Slaps Hedge Funds with $175-Mil. RICO Suit ALTEGRITY INC: Moody's Lowers Probability Default Rating to D-PD AMERICAN AXLE: Barrow Hanley Reports 6.5% Stake as of Dec. 31 AMMED SURGICAL: Appeal in Professional Medical Billing Case Stayed API TECHNOLOGIES: Incurs $19.3 Million Net Loss in Fiscal 2014 ARCAP 2003-1: Moody's Raise Rating on Class D Notes to Caa1 ARCTIC GLACIER: S&P Rates New $35MM 1st Lien Debt Add-On 'B-' ARLENE FARKAS: Files for Ch. 11 to Stop Foreclosure Auction ARLIE & COMPANY: Judge Drops Pachulski Attempt to Collect on Fees ARRAY BIOPHARMA: T. Rowe Price Reports 6.5% Stake as of Dec. 31 ARRIS GROUP: Moody's Affirms Ba3 Corporate Family Rating ASPEN GROUP: Alpha Capital Reports 1.9% Stake as of Feb. 5 AUXILIUM PHARMACEUTICALS: Pentwater Reports 7% Stake at Dec. 31 AUXILIUM PHARMACEUTICALS: Suspending Filing of Reports with SEC AUXILIUM PHARMACEUTICALS: Vanguard Reports 6% Stake as of Dec. 31 BEAZER HOMES: Invesco Ltd. Reports 5.2% Stake as of Dec. 31 BERRY PLASTICS: Apollo V Covalence No Longer a Shareholder BINDER & BINDER: Needs $6-Mil. to Avoid Liquidation BRENT NICHOLSON: Claims Against Thrifty Payless Dismissed C. WONDER: Puts Two Former Manhattan Locations Up for Sale C. WONDER: Retains A&G to Manage Sale of Retail Store Leases CAESARS ENTERTAINMENT: NRF Appointed as Committee Member CALMENA ENERGY: Court Issues Joint Administration Order CALMENA ENERGY: Seeks Ch. 15 Recognition of Canadian Proceedings CALPINE CORP: Fitch Affirms 'B+' Issuer Default Rating CAPITAL VALLEY: Case Summary & 13 Largest Unsecured Creditors CASEY ANTHONY: Trustee Says Money Should Go to Attorneys CDRH PARENT: Moody's Affirms 'B3' Corporate Family Rating CHIQUITA BRANDS: S&P Affirms 'B' CCR then Withdraws Rating CITGO HOLDING: New Loan Upsizing No Impact on Moody's Caa1 CFR CLEAREDGE POWER: Taps Leonard Law as Special Counsel CLEARWATER NURSERY: Case Summary & 20 Largest Unsecured Creditors CLOUDEEVA INC: Scott Hammel's Employment Agreement Rejected CLOUDEEVA INC: Stephen Gray Removed as Chapter 11 Trustee COLT DEFENSE: Obtains $33 Million Term Loan COLT DEFENSE: S&P Lowers CCR to 'CCC-'; Outlook Negative COMMUNITY HOME: PennyMac Wants to Proceed with State Law Remedies CONN'S INC: S&P Affirms 'B' CCR; Outlook Negative CORINTHIAN COLLEGE: CFPB Secures $480MM in Debt Relief for Students COVERIS HOLDINGS: Moody's Rates New $85MM Add-on Unsec. Notes Caa2 CRUMBS BAKE SHOP: Buyer Drops Appeal in Brand Licensing Row CUI GLOBAL: Marathon Capital Held 6.1% Equity Stake as of Dec. 31 D.A.B. GROUP: To Sell Orchard Property to Lone Bidder DAVID CASSIDY: Files for Chapter 11 Bankruptcy Protection DENDREON CORP: Hearing to Approve Asset Sale Scheduled for Feb. 20 DENDREON CORP: Judge Extends Deadline to Remove Suits to July 9 EASTMINSTER SCHOOL: To File for Chapter 11 Bankruptcy Protection ELLERIE CLEVELAND: Trustee Succeeds to Power of Sale over LLC ENERGY FUTURE: Can Hire SOLIC Capital as Financial Advisor ENERGY FUTURE: Court Extends Lease-Decision Deadline to Feb. 23 ENVISION PHARMA: Rite Aid Deal No Impact on Moody's 'B3' CFR EPD INVESTMENT: Statute of Repose Tolled by Sec. 546(a), Judge Says EXELIXIS INC: Meditor Group Reports 9.7% Stake as of Dec. 31 FAMILY CHRISTIAN: Case Summary & 20 Largest Unsecured Creditors FAMILY CHRISTIAN: Retailer Hits Ch. 11 After Sales Slump FIRST DATA: Posts $11.8 Million Net Income in Fourth Quarter FLINTKOTE COMPANY: Has Deal with Ex-Parent, Amends Confirmed Plan FOREST OIL: Vanguard Reports Less Than 1% Stake as of Dec. 31 FOUNDATION HEALTHCARE: Further Amends 3MM Units Prospectus FREEDOM INDUSTRIES: March 3 Hearing on Outcome of Spill Case GENERAL MOTORS: Frets Buyback Would Freeze Credit Rating GENWORTH HOLDINGS: Moody's Lowers Sr. Unsecured Debt Rating to Ba1 GLIMCHER REALTY: Moody's Raises Preferred Stock Rating to Ba1 GLOBALSTAR INC: Columbia Wanger No Longer a 5% Shareholder GLYECO INC: Announces Shareholder Update Letter GT ADVANCED: Fails in 2nd Attempt at Executive Bonuses GT ADVANCED: US Trustee Protests Employment of PwC as Tax Advisor HALCON RESOURCES: Franklin Resources Reports 4.9% Stake at Dec. 31 HEALTHWAREHOUSE.COM: Karen Singer Reports 5.8% Stake as Dec. 31 HERCULES OFFSHORE: Vanguard Reports 4.5% Stake as of Dec. 31 HGIM CORP: Moody's Lowers Corporate Family Rating to B1 HILTON WORLDWIDE: S&P Raises CCR to 'BB' on Sustained Deleveraging HOVNANIAN ENTERPRISES: Vanguard Reports 5.2% Stake as of Dec. 31 IMPLANT SCIENCES: Appoints Robert Liscouski as EVP ISTAR FINANCIAL: Vanguard Reports 5.73% Stake as of Dec. 31 JOE'S JEANS: Hires Investment Bank Carl Marks KB HOME: Fitch Assigns 'B+/RR4' Rating on $250MM Sr. Unsec. Notes KB HOME: Moody's Assigns B2 Rating on New $250MM Unsecured Notes KB HOME: S&P Assigns 'B' Rating on $250MM Sr. Unsecured Notes KIOR INC: Court Sets Claims Bar Dates LAZARD GROUP: Moody's Assigns Ba1 Rating on $400MM Senior Notes LENNAR CORP: Loan Upsizing No Impact on Moody's B3 CFR LENNAR CORP: S&P Retains BB CCR on Proposed Add-On to Unsec. Notes LEVEL 3: Vanguard Group Reports 6.4% Stake as of Dec. 31 LIGHTSQUARED INC: Unveils New $210MM Bankruptcy Financing Deal LIONEL SAWYER: Law Firm Files Bankruptcy Owing $3.37-Mil. LIQUIDMETAL TECHNOLOGIES: Adopts 2015 Equity Incentive Plan LORILLARD INC: Vanguard Reports 5.4% Stake as of Dec. 31 MARINA BIOTECH: Matthewson Reports 2% Stake as of Feb. 5 MARK HARDWICK: Files for Chapter 11 After Found Guilty of Fraud MASHANTUCKET PEQUOT: Moody's Lowers Corporate Family Rating to Ca MASONITE INTERNATIONAL: S&P Affirms 'BB-' CCR; Outlook Positive MEDICURE INC: Provides Quarterly Revenue on a Calendar Basis MERRIMACK PHARMACEUTICALS: Jennison No Longer a Shareholder METALICO INC: Adam Weitsman Anxious Over Rights Plan METALICO INC: Eric Soderlund Reports 9.9% Stake as of Dec. 31 METALICO INC: Hudson Bay Reports 7.6% Stake as of Dec. 31 MILESTONE SCIENTIFIC: Steven Robins Named as President MONARCH COMMUNITY: Gardner Lewis Reports 10% Stake as of Feb. 9 MUNCE'S SUPERIOR: Vehicles to Be Sold at Feb. 17 Auction NAKED BRAND: Paul Hayes Appointed to Board NEFF RENTAL: Moody's Affirms B3 CFR & Changes Outlook to Stable NEONODE INC: AWM Investment Reports 6.8% Stake as of Dec. 31 NET TALK.COM INC: Offering 7 Million Shares Under Option Plan NPS PHARMACEUTICALS: FMR LLC Reports 4.3% Stake as of Dec. 31 NPS PHARMACEUTICALS: Vanguard Reports 5.5% Stake as of Dec. 31 NPS PHARMACEUTICALS: Wellington Reports 3.1% Stake as of Dec. 31 NPS PHRAMACEUTICALS: Wells Fargo Reports 5% Stake as of Dec. 31 ORCAL GEOTHERMAL: Fitch Affirms 'BB' Rating on $165MM Sr. Notes OW BUNKER: Committee Taps Hunton & Williams as Counsel PHOENIX PAYMENT: Settles Disputes With Former CEO, Investors PLANDAI BIOTECHNOLOGY: Amends $25-Mil. Common Shares Prospectus QUANTUM CORP: Vanguard Group Reports 6% Stake as of Dec. 31 QUANTUM FUEL: Amends Credit Agreement with Bridge Bank RADIOSHACK CORP: Asks for Court OK to Pay Retention Bonuses RADIOSHACK CORP: Feb. 20 Final Hearing on Hilco JV Agreement RADIOSHACK CORP: Final DIP Hearing Set for Feb. 20 RADIOSHACK CORP: Proposes to Sell 2,400 Stores to Lender RADIOSHACK CORP: Wants to Sell Overseas Assets RESIDENTIAL CAPITAL: Court Rejects Harris' $5MM Claim RESIDENTIAL CAPITAL: Trust Demands $350MM in Coverage from Insurers RETROPHIN INC: Stockholders Okays Stock Options Issuance RITE AID: Moody's Puts B2 CFR on Review for Downgrade RITE AID: Vanguard Group Reports 6.4% Equity Stake as of Dec. 31 RIVER GLEN: Court Quashes LPP Mortgage's Plan Challenge RIVER GLEN: Court Rejects Lender's Bid for Stay Relief ROADMARK CORP: Wants Court to Extend Sec. 521 Filing Deadline ROADRUNNER ENTERPRISES: Section 341(a) Meeting Set for March 13 RS BACON: Court Dismisses Involuntary Chapter 11 Case SAFEWAY INC: PBGC and Cerberus Secure $212MM for Pension Plan SAN BERNARDINO, CA: Bondholders Criticize City's Pension Loyalty SBA COMMUNICATIONS: Moody's Rates $1BB Credit Facility 'B1' SCRUB ISLAND: Taps Oscher to Testify on Accounting Issues SIMPLY WHEELZ: David W. Houston, III Appointed as Mediator SPARKS TOURISM: Moody's Affirms B1 Rating on $77.3MM 2008A Bonds STATE FISH: Files Schedules of Assets and Liabilities STELLAR BIOTECHNOLOGIES: Incurs $1.3 Million Net Loss in Q1 SUBURBAN PROPANE: Moody's Assigns Ba3 Rating on New $250MM Notes T3 MOTION: Alpha Capital Reports 2.7% Stake as of Feb. 5 TAYLOR TRANSPORTATION: Case Summary & 20 Top Unsecured Creditors TENET HEALTHCARE: Vanguard Group Reports 7.3% Stake as of Dec. 31 THERAPEUTICSMD INC: BoNY Mellon Reports 6.4% Stake as of Dec. 31 THERAPEUTICSMD INC: Gilder Gagnon Reports 3.8% Stake at Dec. 31 TNS INC: Moody's Affirms B2 CFR & Changes Outlook to Stable TOTAL SAFETY: Decline in Oil Prices No Impact on Moody's B3 CFR TRANS ENERGY: Clarence Smith Reports 10.3% Stake as of Feb. 10 TRANS ENERGY: Mark Woodburn Reports 8.2% Stake as of Feb. 10 TRAVELPORT WORLDWIDE: FMR Reports 10% Equity Stake as of Feb. 9 TRAVELPORT WORLDWIDE: Morgan Stanley Reports 6.2% Stake at Dec. 31 TRI FUND DEVELOPMENT: Case Summary & 7 Top Unsecured Creditors TRUMP ENTERTAINMENT: Inks $10MM Deal to End Anti-Laundering Claims UNIVERSAL COOPERATIVES: Committee Gets Approval to Sue Officers UNIVERSAL COOPERATIVES: Court Approves Sale of Pesticide Products UNIVERSAL COOPERATIVES: Seeks Additional Time to Remove Suits UNIVISION COMMUNICATIONS: Fitch Rates $750MM Secured Notes 'B+' UNIVISION COMMUNICATIONS: Moody's Assigns B2 Rating on New Notes US CAPITAL: Battle Over Future of Fashion Mall Looms VERITEQ CORP: Effecting a 1-for-1000 Reverse Stock Split VICTORY ENERGY: Plans to Merge with Lucas Energy VIGGLE INC: To Sell $40 Million of Securities VIRTUAL PIGGY: Network of Goods, Merchants "Greatly Increased" VISUALANT INC: Incurs $3.1 Million Net Loss in Dec. 31 Quarter W.R. GRACE: Pays $490MM to Close Out Obligations to Asbestos Trust WACO TOWN SQUARE: Judge Isgur Rejects NSJS Claims Anew WALTER ENERGY: Morgan Stanley Reports 2.5% Stake as of Dec. 31 WALTER ENERGY: Vanguard Reports 4.8% Stake as of Dec. 31 WAYNE COUNTY, MI: Could Face Financial Crisis WET SEAL: Alternative Chapter 11 Plan Proposals Due March 5 WET SEAL: Has Final Approval of $20MM B. Riley DIP Financing WET SEAL: Has Final Okay of $18.3MM BofA Letter of Credit Deal WET SEAL: Judge Approves B. Riley as Lead Bidder WET SEAL: U.S. Trustee Forms 5-Member Creditors' Committee WET SEAL: Unsecureds to Recoup 5% Under B Riley-Backed Plan WYNN LAS VEGAS: Moody's Assigns Ba2 Rating on $1.75MM Sr. Notes XRPRO SCIENCES: Dr. Warner Reports 26.9% Stake as of Jan. 31 YELLOWSTONE MOUNTAIN: Cincinnati Insurance Off the Hook for $9.7MM Z TRIM HOLDINGS: Edward Smith Reports 83.2% Stake as of Dec. 31 Z TRIM HOLDINGS: Obtains $500,000 From Private Placement ZOGENIX INC: Renee Tannenbaum Named to Board of Directors [*] James Garrity To Replace Judge Allan Gropper in New York [*] Milwaukee Judge Pays Trustee Full Statutory Commissions [*] Scott Olofson to Lead Epiq's Corporate Restructuring Group [^] BOOK REVIEW: Landmarks in Medicine - Laity Lectures ********* 30DC INC: Showcases Client Successes Creating Digital Products -------------------------------------------------------------- 30DC, Inc., announced the release of the latest issue of 30DC Investor Relations magazine, which is available on Apple Newsstand and Google Play. The current issue focuses on successes 30DC clients have achieved creating and marketing digital information products using 30DC's platforms and tools. Nathan Chan, the 26-year-old entrepreneur who created Foundr magazine, is the cover story. Targeted at young entrepreneurs, Foundr deconstructs how the world's greatest business people have achieved their goals. Mr. Chan says, "I developed Foundr using the MagCast digital publishing platform, and 30DC's Digital Publishing Blueprint course gave me invaluable advice about how to develop, launch and market a digital subscription magazine." Mr. Chan adds that he had "no prior knowledge about digital marketing, publishing, apps, editorial or design, and a very small budget [prior to creating and launching Foundr using MagCast]." Since its initial launch in March of 2013, Foundr has achieved a readership of over 100,000, consistently ranking as one of the top five digital magazines in the Business & Investing category of Apple Newsstand. "One of the drivers of Foundr's expanding readership," says Mr. Chan, "is that that I have been able to use the visibility of a digital magazine available on Apple Newsstand and now Google Play to gain interviews with prominent entrepreneurs such as Richard Branson and Arianna Huffington." MagCast enables content marketers with little or no publishing experience to quickly achieve influence and leadership in their chosen niches. Over 1,800 "indie publishers" have launched digital magazines on MagCast. The vast majority, such as Foundr, were developed as original publications rather than digital replicas of existing print magazines. Also in this issue of 30DC Investor Relations is a Side Hustle Show podcast interview of Meron Bareket titled How to Create, Launch and Sell Your Own Digital Magazine. Mr. Bareket publishes Inspiring Innovation magazine on MagCast. "I love it [digital subscription publications] because it's a perfect example of the time-leveraged business; each incremental copy you sell costs you nothing to produce," says Mr. Bareket. In this podcast, Mr. Bareket discusses optimizing time and money through outsourcing and systemization, his subscription business model, marketing your digital magazine including app store optimization and his top four tips for entrepreneurs. 30DC CEO Ed Dale is featured in a WP Elevation podcast interview, where he discusses the importance for marketers to build lists by delivering valuable content to readers. Elsewhere in the issue, he discusses how content marketers and investors may benefit from the Apple App Store and Google Play economies. About 30DC Inc. New York-based 30DC, Inc., provides Internet marketing services and related training to help Internet companies in operating their businesses. It operates in two divisions, 30 Day Challenge and Immediate Edge. 30DC, Inc., posted net income of $58,900 on $2.79 million of total revenue for the year ended June 30, 2014, compared to a net loss of $407,600 on $1.46 million of total revenue for the year ended June 30, 2013. As of Sept. 30, 2014, the Company had $2.78 million in total assets, $2.03 million in total liabilities and $756,661 in total stockholders' equity. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. The independent auditors noted that the Company has accumulated losses from operations since inception and has a working capital deficit as of June 30, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ADVANCED MICRO DEVICES: Vanguard Reports 6.6% Stake as of Dec. 3 ---------------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, The Vanguard Group disclosed that as of Dec. 31, 2014, it beneficially owned 51,065,398 shares of common stock of Advanced Micro Devices Inc. representing 6.58 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/vo5dJ6 About Advanced Micro Devices Sunnyvale, California-based Advanced Micro Devices, Inc., is a global semiconductor company. The Company's products include x86 microprocessors and graphics. For the year ended Dec. 27, 2014, the Company reported a net loss of $403 million on $5.50 billion of net revenue compared to a net loss of $83 million on $5.29 billion of net revenue for the year ended Dec. 28, 2013. As of Dec. 27, 2014, Advanced Micro had $3.76 billion in total assets, $3.58 billion in total liabilities and $187 million in total stockholders' equity. * * * In August 2013, Standard & Poor's Ratings Services revised its outlook on Advanced Micro Devices to negative from stable. At the same time, S&P affirmed its 'B' corporate credit and senior unsecured debt ratings on AMD. As reported by the TCR on June 5, 2014, Fitch Ratings had upgraded the long-term Issuer Default Rating (IDR) for AMD (NYSE: AMD) to 'B-' from 'CCC'. The upgrade primarily reflects AMD's improved financial flexibility from recent refinancing activity, which extends meaningful debt maturities until 2019. In the Feb. 4, 2013, edition of the TCR, Moody's Investors Service lowered AMD's corporate family rating to 'B2' from 'B1'. The downgrade of the corporate family rating to 'B2' reflects AMD's prospects for weaker operating performance and liquidity profile over the next year as the company commences on a multi-quarter strategic reorientation of its business in the face of a challenging macro environment and a weak PC market. AG 11: Files for Chapter 11; Russian Investors Want to Stay Case ---------------------------------------------------------------- Chapter 11 bankruptcy petitions were filed by AG 11, LLC (Bankr. S.D. Fla. Case No. 15-11758) and Wynwood Entertainment, LLC (Bankr. S.D. Fla. Case No. 15-11752) on Jan. 29, 2015. The cases are being co-managed, Brian Bandell at South Florida Business Journal reports. The AG 11 petition was signed by Gregory Blanco, managing member. Wynwood Entertainment, according to Business Journal, wants to stop a lawsuit filed by VMI Entertainment, who claim that Brick House Bar was acquired with fraudulent funds. Bankruptcy judge Robert A. Mark has set for Feb. 18, 2015, the hearing on the motion to stay the case, Business Journal states. VMI Entertainment, owned by Russian investors Murat Datiev, Igor Datiev and Vadim Muhkin, filed a motion Feb. 2, 2015, to stay the two cases based on its litigation in Miami-Dade County Circuit Court, Business Journal relates. Business Journal quoted Paul J. Keenan, Esq., and John R. Dodd, Esq., the attorneys for VMI Entertainment, as saying, "After a series of adverse rulings from state court -- including a preliminary injunction and discovery sanctions -- the Debtors commenced these bankruptcy cases on the eve of trial. Two of VMI's principals have traveled from Russian to participate in the trial." Business Journal recalls that VMI Entertainment had won a judgment against Mr. Blanco's father Ricardo and Yury Bekerman for accepting $1.72 million in cash for the acquisition of the 2020 Nightclub in Tallahassee, but not actually giving it ownership of the club. Ricardo gave the money to his son, who used it to buy and build out Brick House, the report states, citing the investors. According to the report, VMI Entertainment is now trying to prove that Ricardo fraudulently placed the title of Brick House and its property in the name of his son to avoid paying a $3 million judgment, and hope to seize the beverage license and obtain title to the property, which AG 11 paid $500,000 for in 2012. Nicholas B. Bangos, Esq., at Nicholas B. Bangos, P.A., serves as the Debtors' bankruptcy counsel. AG 11 estimated its assets at between $1 million and $10 million and liabilities at between $500,000 and $1 million. Wynwood Entertainment, LLC, owns the Brick House Bar. Headquartered in Miami, Florida, AG 11, LLC, owns a 1,044-square-foot building on a 6,950-square-foot lot at 187 N.W. 28th Street, in the middle of the Wynwood neighborhood that has become increasingly popular for art and dining. Both companies are managed by Gregory Blanco. ALEXANDROS YFANTIDIS: Pleads Guilty to Burning Down Best Textile ---------------------------------------------------------------- Mitch Hotts at Dailytribune.com reports that Alexandros Yfantidis entered a guilty plea to one count of mail fraud and admitted in court he burned down Best Textile Services on Hoover Road near Stephens Road on May 4, 2011, to collect on an insurance policy. Court documents say that Mr. Yfantidis devised a scheme to collect insurance proceeds from Farmers Insurance after the fire and lied to law enforcement officials to cover up his involvement with the explosion. Dailytribune.com recalls that Mr. Yfantidis was indicted in 2014 by a federal grand jury on six charges for the explosion that damaged 49 homes and business structures, causing more than $1 million in property losses. The grand jury, Dailytribune.com relates, also charged Mr. Yfantidis with mail fraud, using explosives to commit a felony, bank fraud, obstruction of justice and bankruptcy fraud. Dailytribune.com says that Mr. Yfantidis faces up to 20 years in prison when he is sentenced June 5 before U.S. District Judge Stephen J. Murphy III. About Alexandros Yfantidis Alexandros Yfantidis owns a commercial laundry company in Warren destroyed by a natural gas explosion four years ago. Mr. Yfantidis and his wife, Helen, are from Greece and came to the U.S. where they started a business supplying Detroit-area businesses with napkins and tablecloths. They later created Best Textile, a laundry service that specialized in bed and table linens for restaurants, hospitals and nursing homes. The couple filed for Chapter 11 bankruptcy for personal and business debts. After the explosion, the court converted the case to Chapter 7 because the business was inoperable. ALLIED SYSTEMS: Yucaipa Slaps Hedge Funds with $175-Mil. RICO Suit ------------------------------------------------------------------ Law360 reported that Ron Burkle's Yucaipa Cos. Ltd. hurled a racketeering lawsuit against two hedge funds owed money by the private equity firm's bankrupt portfolio company Allied Systems Holdings Inc., demanding $175 million for an alleged conspiracy to wipe out Yucaipa's debt claims in Chapter 11. According to the report, the complaint alleges that Black Diamond Capital Management LLC and Spectrum Investment Partners LP took positions in Allied's first-lien debt with a "nefarious" strategy in mind to force the car hauler into bankruptcy and then subordinate Yucaipa's $170 million claim under that same credit facility. The case is Yucaipa American Alliance Fund I, L.P. et al v. Ehrlich et al., Case No. 1:15-cv-00916 (S.D.N.Y.), before Judge Denise L. Cote. About Allied Systems Holdings BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. first filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second- lien debt. The petitioning creditors said Allied defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., and Jeffrey W. Kelley, Esq., at Troutman Sanders, Gowling Lafleur Henderson. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. In January 2014, the U.S. Trustee for Region 3 appointed a three- member Official Committee of Retirees. Yucaipa Cos. has 55% of the senior debt and took the position it had the right to control actions the indenture trustee would take on behalf of debt holders. The state court ruled in March 2013 that the loan documents didn't allow Yucaipa to vote. In March 2013, the bankruptcy court also gave the official creditors' committee authority to sue Yucaipa. The suit includes claims that the debt held by Yucaipa should be treated as equity or subordinated so everyone else is paid before the Los Angeles- based owner. The judge allowed Black Diamond to participate in the lawsuit against Yucaipa and Allied directors. ALTEGRITY INC: Moody's Lowers Probability Default Rating to D-PD ---------------------------------------------------------------- Moody's Investors Service downgraded Altegrity, Inc.'s Probability of Default Rating (PDR) to D-PD, from Ca-PD. All of Altegrity other ratings, including its Ca corporate family rating, remain unchanged. As part of the ratings action, Moody's also revised Altegrity's ratings outlook to stable from negative. Ratings Rationale The downgrade of the PDR reflects Altegrity's announcement that it had voluntarily filed for protection under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. Moody's revised Altegrity's ratings outlook to stable from negative based on the company's announcement that a group of lenders has committed to provide $90 million in debtor-in-possession (DIP) financing that will support its liquidity during the debt restructuring process. In addition, Altegrity said that it expects to apply $110 million of the $150 million in net proceeds it received from the previously announced sale of its Factual Data business and the Global Security & Solutions division of USIS, to repay existing first lien debt at the conclusion of the restructuring. Moody's will withdraw Altegrity's ratings as the company has filed for bankruptcy. Moody's has taken the following ratings action: Downgrades: Issuer: Altegrity, Inc. Probability of Default Rating, Downgraded to D-PD, from Ca-PD Outlook -- Revised to Stable, from Negative The following ratings remain unchanged: Issuer: Altegrity, Inc. Corporate Family Rating , Ca $60 million 1st lien revolving credit facility due 2019, Caa1 (LGD1) $275 million 1st lien term loan, Caa1 (LGD1) $825 million 9.5% senior 1st lien notes due 2019, Caa1 (LGD1) $280 million 10.5% senior 2nd lien notes due 2020, Ca (LGD4) $200 million 12% senior 2nd lien notes due 2020, Ca (LGD4) $60.8 million 15% senior 3rd lien notes due 2021, C (LGD5) $10.9 million 10.5% senior notes due November 2015, C (LGD6) $11.25 million 12% senior notes due November 2015, C (LGD6) $29.2 million 11.75% senior subordinated notes due May 2016, C (LGD6) Altegrity provides risk and information services. The company is principally owned by investment funds affiliated with Providence Equity Partners. The principal methodology used in this rating was Business and Consumer Service Industry published in December 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. AMERICAN AXLE: Barrow Hanley Reports 6.5% Stake as of Dec. 31 ------------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Barrow, Hanley, Mewhinney & Strauss, LLC, disclosed that as of Dec. 31, 2014, it beneficially owned 4,938,428 shares of common stock of American Axle & Manufacturing Holdings, Inc., representing 6.52 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/09BsG9 About American Axle Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures, engineers, designs and validates driveline and drivetrain systems and related components and chassis modules for light trucks, sport utility vehicles, passenger cars, crossover vehicles and commercial vehicles. As of Sept. 30, 2014, the Company had $3.22 billion in total assets, $3.05 billion in total liabilities and $169 million in stockholders' equity. * * * In September 2012, Moody's Investors Service affirmed the 'B1' Corporate Family Rating (CFR) and Probability of Default Rating (PDR) of American Axle. American Axle carries a 'BB-' corporate credit rating from Standard & Poor's Ratings Services. "The 'BB-' corporate credit rating on American Axle reflects the company's 'weak' business risk profile and 'aggressive' financial risk profile, which incorporate substantial exposure to the highly cyclical light- vehicle market," S&P said, as reported by the TCR on Sept. 6, 2012. As reported by the TCR on Sept. 1, 2014, Fitch Ratings had upgraded the Issuer Default Ratings (IDRs) of American Axle & Manufacturing Holdings, Inc. (AXL) and its American Axle & Manufacturing, Inc. (AAM) subsidiary to 'BB-' from 'B+'. The upgrade of the IDRs for AXL and AAM is supported by the fundamental improvement in the drivetrain and driveline supplier's credit profile over the past several years. AMMED SURGICAL: Appeal in Professional Medical Billing Case Stayed ------------------------------------------------------------------ The appellate case, AmMED SURGICAL EQUIPMENT, LLC, a Florida limited liability company, Appellant, v. PROFESSIONAL MEDICAL BILLING SPECIALISTS, LLC, a New Jersey limited liability company; and BARRY M. SNYDER, Appellees, Case No. 2D14-4968 (Fla. App.), remains stayed until further of the bankruptcy court, the District Court of Appeal of Florida, Second District, ruled in an Opinion dated Feb. 6, 2015, available at http://bit.ly/1CfvtOBfrom Leagle.com. AmMed Surgical is directed to notify the Appeals court promptly in the event the bankruptcy court lifts the stay to permit this appeal to proceed. Professional Medical Billing filed an action in the circuit court against AmMed Surgical. A preliminary injunction in favor of Professional Medical Billing and against AmMed Surgical was rendered on August 12, 2014. On August 22, before the 30-day deadline for filing the notice of appeal, AmMed filed a Chapter 11 petition in the United States Bankruptcy Court for the Middle District of Florida. On October 21, AmMed Surgical obtained an order from the bankruptcy court lifting the bankruptcy stay for the limited purpose of allowing AmMed Surgical to file a notice of appeal of the adverse preliminary injunction order. Later that day, AmMed Surgical filed its notice of appeal with the clerk of the circuit court. The Appeals court noted that the bankruptcy court's order authorized only the filing of a notice of appeal at this stage. AmMed Surgical Equipment, LLC, based in Tampa, Florida, filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 14-09801) on August 22, 2014. Judge Rodney May presides over the case. Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser, P.A., serves as the Debtor's counsel. In its petition, AmMed estimated $100,000 to $500,000 in assets, and $10 million to $50 million in liabilities. The petition was signed by Barry M. Snyder, managing member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb14-09801.pdf API TECHNOLOGIES: Incurs $19.3 Million Net Loss in Fiscal 2014 -------------------------------------------------------------- API Technologies Corp. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss attributable to common shareholders of $19.3 million on $227 million of net revenues for the year ended Nov. 30, 2014, compared to a net loss attributable to common shareholders of $8.28 million on $244 million of net revenues during the prior fiscal year. As of Nov. 30, 2014, the Company had $283 million in total assets, $172 million in total liabilities and $111 million in shareholders' equity. "Our common stock commenced trading on the NASDAQ Capital Market on June 27, 2011, under the symbol ATNY. Until we became listed on NASDAQ, our common stock was quoted and traded on the OTC Bulletin Board. NASDAQ requires listed companies to maintain minimum financial thresholds and comply with certain corporate governance regulations to remain listed. If we are unsuccessful in maintaining compliance with the continued listing requirements of NASDAQ, then our common stock could be delisted and may trade only in the secondary markets such as OTC Bulletin Board. Delisting from NASDAQ could adversely affect our liquidity and price of our common stock as well as our ability to raise capital in the future," the Company stated in the 10-K Report. A full-text copy of the Form 10-K is available for free at: http://is.gd/AraK4O About API Technologies API Technologies designs, develops and manufactures electronic systems, subsystems, RF and secure solutions for technically demanding defense, aerospace and commercial applications. API Technologies' customers include many leading Fortune 500 companies. API Technologies trades on the NASDAQ under the symbol ATNY. For further information, please visit the Company Web site at http://www.apitech.com/ * * * As reported by the TCR on Feb. 14, 2013, Moody's Investors Service has withdrawn all ratings of API Technologies, including its 'Caa1' Corporate Family Rating and negative outlook due to the repayment of all rated debt. On Feb. 6, 2013, API Technologies completed a refinancing of its previously outstanding rated bank debt. All ratings of API have been withdrawn since the company has no rated debt outstanding. In the Feb. 22, 2013, edition of the TCR, Standard & Poor's Ratings Services said that it lowered its corporate credit rating on API Technologies to 'B-' from 'B'. "The downgrade reflects weaker-than-expected credit metrics resulting from less-than-expected improvements in operating performance and higher debt, including a modest increase from the recent refinancing," said Standard & Poor's credit analyst Chris Mooney. ARCAP 2003-1: Moody's Raise Rating on Class D Notes to Caa1 ----------------------------------------------------------- Moody's Investors Service has upgraded the ratings on the following notes issued by ARCap 2003-1 Resecuritization Trust Collateralized Debt Obligation Certificates, Series 2003-1: Cl. B, Upgraded to A2(sf); previously on Mar 5, 2014 Upgraded to Baa1(sf) Cl. C, Upgraded to Ba1(sf); previously on Mar 5, 2014 Upgraded to Ba3(sf) Cl. D, Upgraded to Caa1(sf); previously on Mar 5, 2014 Affirmed Caa3(sf) Moody's has also affirmed the ratings on the following notes: Cl. E, Affirmed C(sf); previously on Mar 5, 2014 Affirmed C(sf) Cl. F, Affirmed C(sf); previously on Mar 5, 2014 Affirmed C(sf) Ratings Rationale Moody's has upgraded the ratings on three classes due to material improvement in the pool's WARF, which more than offsets the decrease in WARR and the repayment of principal on the underlying high credit risk collateral. The affirmations are a result of key transaction metrics are commensurate with existing ratings. The rating action is the result of Moody's on-going surveillance of commercial real estate collateralized debt obligation (CRE CDO and Re-REMIC) transactions. ARCap 2003-1 is a cash transaction backed by a portfolio of commercial mortgage backed securities (CMBS) (100% of the pool balance) issued between 1999 and 2003. As of the trustee's December 31, 2014 trustee report, the aggregate note balance of the transaction, including preferred shares, is $338.3 million, as compared to $347.6 million at last review due to collateral amortization. Moody's has identified the following as key indicators of the expected loss in CRE CDO transactions: the weighted average rating factor (WARF), the weighted average life (WAL), the weighted average recovery rate (WARR), and Moody's asset correlation (MAC). Moody's typically models these as actual parameters for static deals and as covenants for managed deals. WARF is a primary measure of the credit quality of a CRE CDO pool. Moody's has updated its assessments for the collateral it does not rate. The rating agency modeled a bottom-dollar WARF of 4,039, compared to 6,017 at last review. The current ratings on the Moody's-rated collateral and the assessments of the non-Moody's rated collateral follow: Aaa-Aa3 (5.4% compared to 0.3% at last review); A1-A3 (0% compared to 5.1% at last review); Baa1-Baa3 (16.4% compared to 10.8% at last review); Ba1-Ba3 (28% compared to 5.1% at last review); B1-B3 (12.9% compared to 22% at last review); and Caa1-Ca/C (37.3%, compared to 56.7% at last review). Moody's modeled a WAL of 3.2 years, as compared to 3.6 at last review. The WAL is based on assumptions about extensions on the underlying collateral. Moody's modeled a fixed WARR of 0%, as compared to 6% at last review. Moody's modeled a MAC of 100%, same as last review. Methodology Underlying the Rating Action: The principal methodology used in this rating was "Moody's Approach to Rating SF CDOs" published in March 2014. Factors that would lead to an upgrade or downgrade of the rating: The performance of the notes is subject to uncertainty, because it is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that are subject to change. The servicing decisions of the master and special servicer and surveillance by the operating advisor with respect to the collateral interests and oversight of the transaction will also affect the performance of the rated notes. Moody's Parameter Sensitivities: Changes to any one or more of the key parameters could have rating implications for some of the rated notes, although a change in one key parameter assumption could be offset by a change in one or more of the other key parameter assumptions. The rated notes are particularly sensitive to changes in the rating recovery rates of the underlying collateral and credit assessments. Increasing the recovery rate of 100% of the collateral pool by 5% would result in an average modeled rating movement on the rated notes of zero to one notch (e.g., one notch up implies a ratings movement of Baa3 to Baa2). The primary sources of uncertainty in Moody's assumptions are the extent of growth in the current macroeconomic environment given the weak recovery and certain commercial real estate property markets. Commercial real estate property values continue to improve modestly, along with a rise in investment activity and stabilization in core property type performance. Limited new construction and moderate job growth have aided this improvement. However, sustained growth will not be possible until investment increases steadily for a significant period, non-performing properties are cleared from the pipeline and fears of a euro area recession abate. ARCTIC GLACIER: S&P Rates New $35MM 1st Lien Debt Add-On 'B-' ------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B-' issue-level rating and '3' recovery rating to Winnipeg, Man.-based packaged ice manufacturer Arctic Glacier LLC's proposed US$35 million add-on to the company's first-lien term loan due 2019. A '3' recovery rating indicates our expectation of meaningful (50%-70%) recovery in default. Once the transaction closes S&P believes Arctic Glacier's liquidity would improve ahead of its seasonal peak in working capital in the second quarter. The company plans to use proceeds to repay its revolver and add cash to the balance sheet, which S&P believes would support "adequate" liquidity until 2016. "The 'B-' long-term corporate credit rating and negative outlook on the company reflect our view of Arctic Glacier's very high debt leverage," said Standard & Poor's credit analyst Donald Marleau. This situation could lead to "less-than-adequate" liquidity in the absence of the US$35 million add-on given high fixed charges, working-capital requirements, and the possibility of covenant constraints amid volatile EBITDA from unfavorable weather or a soft economy. RATINGS LIST Arctic Glacier LLC Corporate credit rating B-/Negative/-- Rating Assigned US$35 mil proposed add-on to first-lien term loan due 2019 B- Recovery rating 3 ARLENE FARKAS: Files for Ch. 11 to Stop Foreclosure Auction ----------------------------------------------------------- Barbara Ross and Katherine Clarke at Nydailynews.com report that Arlene Farkas filed for Chapter 11 bankruptcy protection on Feb. 11, 2015, to stop the foreclosure auction of her tony River House apartment. According to Nydailynews.com, the Debtor filed her bankruptcy petition just hours before the apartment was slated to be auctioned off to the highest bidder. Nydailynews.com relates that the Debtor defaulted on more than $6 million in mortgage payments on her E. 52nd Street unit in 2013 and has managed to stave off an auction several times over the past year, citing the possibility of securing a debt-retiring sale of the $8 million apartment. The report adds that listing brokers Nikki Field and Patricia Wheatley raised the asking price on the unit by $1.2 million to $10 million in January 2015. Arlene Farkas is the estranged wife of bigamist department store heir Bruce Farkas. ARLIE & COMPANY: Judge Drops Pachulski Attempt to Collect on Fees ----------------------------------------------------------------- Chief Bankruptcy Judge Frank R. Alley, III dismissed the adversary proceeding, PACHULSKI STANG ZIEHL & JONES, LLP, Plaintiff, v. ARLIE & COMPANY, Defendant, Adv. Proc. No. 14-6206-FRA (Bankr. D. Ore.). Judge Alley said the Bankruptcy Court lacks subject matter jurisdiction over the state law claims brought by Pachulski against the Debtor. Arlie & Company filed a chapter 11 bankruptcy on Jan. 20, 2010. An order confirming the Fourth Amended Chapter 11 Plan of Reorganization was entered on April 25, 2011. Pursuant to Article 2.1 of the Plan, each holder of an allowed administrative expense claim would be paid in full in cash on the later of the Effective Date of the Plan or the date the claim became allowed, unless the claimant agreed to different treatment. A Final Fee Order was entered on July 13, 2011 approving attorney's fees and costs in the amount of $1,213,623 in favor of Pachulski, the Debtor's bankruptcy attorneys. According to the Complaint, the Debtor could not make payments to Pachulski in an amount necessary to retire the administrative expense obligation as required by the Plan. Desiring that a Final Decree be entered to close the bankruptcy case, the Debtor entered into an agreement with Pachulski in mid-2012, at a time when the Debtor was represented by other counsel, by which the remaining balance of the obligation of $879,888 would be paid over time. On May 16, 2012, the Court entered an Order Approving Stipulation For Order re Payment of Attorneys' Fees and Expenses and Filing of Final Account. Pursuant to the Stipulation entered into between the parties, the Debtor executed a promissory note in favor of Pachulski to pay off the balance according to a specified payment schedule. Two days later on May 18, 2012, the Final Decree was entered, with the Court retaining jurisdiction "over any adversary proceeding(s) pending at the time of closure." According to Pachulski, the Debtor made regular monthly installment payments of $50,000 for awhile, but was unable to make the final maturity payment scheduled for December 25, 2012. As an accommodation, Pachulski agreed to continue accepting monthly $50,000 installment payments, but eventually the monthly payments stopped on July 10, 2013 when the balance of the Note was $259,962. Pachulski filed a motion to reopen the bankruptcy case and filed the adversary proceeding for Breach of the Stipulation and Promissory Note, seeking a judgment for the principal amount remaining on the Note, plus interest and attorneys' fees, costs, and expenses. A copy of the Court's Feb. 4, 2015 Memorandum Opinion is available at http://bit.ly/1EWSuvWfrom Leagle.com. About Arlie & Company Eugene, Oregon-based Arlie & Company -- http://www.arlie.com/-- is a property developer. It is doing business as DHF Corp., and formerly dba Arlie Land and Cattle Company and Crescent Village Community Gardens, LLC. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Ore. Case No. 10-60244) on Jan. 20, 2010. Pachulski Stang Ziehl & Jones LLP, and Ball Janik LLP, serve as the Debtor's bankruptcy counsel. The Company disclosed $227,191,924 in assets and $65,412,220 in liabilities as of the Chapter 11 filing. ARRAY BIOPHARMA: T. Rowe Price Reports 6.5% Stake as of Dec. 31 --------------------------------------------------------------- T. Rowe Price Associates, Inc., disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, it beneficially owned 8,693,100 shares of common stock of Array Biopharma Inc. representing 6.5 percent of the shares outstanding. T. Rowe Price Health Sciences Fund, Inc., also owned 6,730,100 common shares as of that date. A copy of the regulatory filing is available for free at http://is.gd/5pVePW About Array Biopharma Boulder, Colo.-based Array BioPharma Inc. is a biopharmaceutical company focused on the discovery, development and commercialization of targeted small-molecule drugs to treat patients afflicted with cancer and inflammatory diseases. Array has four core proprietary clinical programs: ARRY-614 for myelodysplastic syndromes, ARRY-520 for multiple myeloma, ARRY-797 for pain and ARRY-502 for asthma. In addition, Array has 10 partner-funded clinical programs including two MEK inhibitors in Phase 2: selumetinib with AstraZeneca and MEK162 with Novartis. As of Dec. 31, 2014, the Company had $164 million in total assets, $178 million in total liabilities and a $13.9 million total stockholders' deficit. Array Biopharma incurred a net loss of $85.3 million for the year ended June 30, 2014, a net loss of $61.9 million for the year ended June 30, 2013, and a net loss of $23.6 million for the year ended June 30, 2012. "If we are unable to generate enough revenue from our existing or new collaboration and license agreements when needed or to secure additional sources of funding, it may be necessary to significantly reduce the current rate of spending through further reductions in staff and delaying, scaling back, or stopping certain research and development programs, including more costly Phase 2 and Phase 3 clinical trials on our wholly-owned or co- development programs as these programs progress into later stage development. Insufficient liquidity may also require us to relinquish greater rights to product candidates at an earlier stage of development or on less favorable terms to us and our stockholders than we would otherwise choose in order to obtain up- front license fees needed to fund operations. These events could prevent us from successfully executing our operating plan and, in the future, could raise substantial doubt about our ability to continue as a going concern," according to the quarterly report for the period ended Sept. 30, 2014. ARRIS GROUP: Moody's Affirms Ba3 Corporate Family Rating -------------------------------------------------------- Moody's Investors Service affirmed ARRIS Group, Inc.'s corporate family rating of Ba3 and revised the company's ratings outlook to positive from stable. The ratings of the term loan facilities and the SGL-1 Speculative Grade Liquidity rating were also affirmed. Ratings Rationale The outlook change to positive was driven by ARRIS's successful integration of the Motorola Home acquisition and restoration of EBITDA margins to historic levels following the completion of restructuring activities. ARRIS's enhanced EBITDA and free cash flow generation has enabled the company to reduce outstanding debt by over $500 million from June 2013 to September 2014, and Moody's expects ARRIS to continue to pay down debt through 2015 barring significant acquisition activity. The Ba3 rating continues to reflect ARRIS's significant scale, strong market position in the cable equipment industry, strong cash flow generating capability, and solid capital structure. The ratings are tempered by the evolving architectures of the cable equipment industry, threats from new entrants as well as ARRIS's acquisition appetite, which can temporarily increase leverage. ARRIS is one of the largest suppliers of network and customer premise equipment for cable and telco video providers. The ratings are also supported by moderate but positive growth prospects for the cable equipment industry. Even though there are long term threats to ARRIS's set-top box business, the cable and telco industries are expected to continue to spend heavily on upgrading both customer equipment (i.e. set-top boxes and gateways), headend equipment and software to accommodate increasing bandwidth demands, new products and a migration to IPTV platforms. ARRIS's (and predecessor, Motorola Home's) long term relationships with the cable and telco video providers and expertise in developing products integrated with the providers' networks and business models are also key ratings considerations and should ensure the company remains an important player in the equipment industry. These relationships are critical as the video and data delivery architectures shift to IP based systems and new non-traditional players attempt to enter the home equipment business. Some softness is expected in 2015, however, as cable industry consolidation dampens near term capital expenditures. In addition, industry spending can swing significantly in a given quarter driven by timing of large customer deployments making trends difficult to discern from a single quarter's results. The ratings could be raised if the company is able maintain or grow market share and is expected to maintain leverage below 3x through industry cycles. The ratings could face downward pressure if revenues and profitability decline particularly if leverage is expected to remain above 4x for an extended period. The Speculative Grade Liquidity SGL-1 rating reflects very good liquidity based on $594 million of cash and short term investments as of September 30, 2014 and well over $300 million of expected free cash flow over the next year. Liquidity is also supported by a $250 million revolver due 2018 ($247 million of availability as of September 30, 2014). Outlook Actions: Issuer: ARRIS Group, Inc. Outlook, Changed To Positive From Stable Affirmations: Issuer: ARRIS Group, Inc. Probability of Default Rating, Affirmed Ba3-PD Speculative Grade Liquidity Rating, Affirmed SGL-1 Corporate Family Rating, Affirmed Ba3 Senior Secured Bank Credit Facilities, Affirmed Ba3, LGD3 ARRIS Group, Inc. is one of the largest providers of equipment to the broad cable television industry. ARRIS has grown through acquisitions, the largest of which was the Motorola Home business from Google, Inc. for $2.35 billion in April 2013. ARRIS Group is expected to generate revenues in excess of $5 billion in 2015. The principal methodology used in these ratings was Global Communications Equipment Industry published in June 2008. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. ASPEN GROUP: Alpha Capital Reports 1.9% Stake as of Feb. 5 ---------------------------------------------------------- Alpha Capital Anstalt disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Feb. 5, 2015, it beneficially owned 2,150,000 shares of common stock of Aspen Group representing 1.911 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/PPGhPD About Aspen Group Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in 1987 as the International School of Information Management. On Sept. 30, 2004, it was acquired by Higher Education Management Group, Inc., and changed its name to Aspen University Inc. On May 13, 2011, the Company formed in Colorado a subsidiary, Aspen University Marketing, LLC, which is currently inactive. On March 13, 2012, the Company was recapitalized in a reverse merger. Aspen's mission is to become an institution of choice for adult learners by offering cost-effective, comprehensive, and relevant online education. Approximately 88 percent of the Company's degree-seeking students (as of June 30, 2012) were enrolled in graduate degree programs (Master or Doctorate degree program). Since 1993, the Company has been nationally accredited by the Distance Education and Training Council, a national accrediting agency recognized by the U.S. Department of Education. Aspen Group incurred a net loss of $5.35 million for the year ended April 30, 2014. The Company also reported a net loss of $1.40 million for the four months ended April 30, 2013. The Company reported a net loss of $6 million in 2012 as compared with a net loss of $2.13 million in 2011. As of Oct. 31, 2014, the Company had $5.36 million in total assets, $3.49 million in total liabilities and $1.87 million in total stockholders' equity. AUXILIUM PHARMACEUTICALS: Pentwater Reports 7% Stake at Dec. 31 --------------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Pentwater Capital Management LP disclosed that as of Dec. 31, 2014, it beneficially owned 3,772,900 shares of common stock of Auxilium Pharmaceuticals Inc. representing 7.39 percent of the shares outstanding. The percentage reported is based on 51,021,504 shares of Common Stock, par value $0.01 per share outstanding as of Oct. 27, 2014. A copy of the regulatory filing is available for free at http://is.gd/Ehp5Sq About Auxilium Auxilium Pharmaceuticals, Inc. -- http://www.Auxilium.com/-- is a fully integrated specialty biopharmaceutical company with a focus on developing and commercializing innovative products for specialist audiences. With a broad range of first- and second- line products across multiple indications, Auxilium is an emerging leader in the men's healthcare area and has strategically expanded its product portfolio and pipeline in orthopedics, dermatology and other therapeutic areas. Auxilium now has a broad portfolio of 12 approved products. Among other products in the U.S., Auxilium markets edex(R) (alprostadil for injection), an injectable treatment for erectile dysfunction, Osbon ErecAid(R), the leading device for aiding erectile dysfunction, STENDRATM (avanafil), an oral erectile dysfunction therapy, Testim(R) (testosterone gel) for the topical treatment of hypogonadism, TESTOPEL(R) (testosterone pellets) a long-acting implantable testosterone replacement therapy, XIAFLEX(R) (collagenase clostridium histolyticum or CCH) for the treatment of Peyronie's disease and XIAFLEX for the treatment of Dupuytren's contracture. The Company also has programs in Phase 2 clinical development for the treatment of Frozen Shoulder syndrome and cellulite. The Company's balance sheet at Sept. 30, 2014, showed $1.14 billion in total assets, $983 million in total liabilities and total stockholders' equity of $162 million. * * * As reported by the TCR on May 7, 2014, Moody's Investors Service downgraded the ratings of Auxilium including the Corporate Family Rating to 'B3' from 'B2'. "The downgrade reflects Moody's expectations that declines in Testim, Auxilium's testosterone gel, will materially reduce EBITDA in 2014, resulting in negative free cash flow, a weakening liquidity profile, and extremely high debt/EBITDA," said Moody's Senior Vice President Michael Levesque. The TCR reported on Sept. 23, 2014, that Standard & Poor's Ratings Services raised its corporate credit rating on Auxilium to 'CCC+' following the announced restructuring program and a $50 million add-on to its existing first-lien term loan. AUXILIUM PHARMACEUTICALS: Suspending Filing of Reports with SEC --------------------------------------------------------------- Auxilium Pharmaceuticals, Inc., filed a Form 15 with the U.S. Securities and Exchange Commission to terminate the registration of the Company's common stock, par value $0.01 per share, preferred stock purchase rights and 1.50% convertible senior notes due 2018. As a result of the Form 15 filing, the Company is not anymore obligated to file periodic reports with the SEC. About Auxilium Auxilium Pharmaceuticals, Inc. -- http://www.Auxilium.com/-- is a fully integrated specialty biopharmaceutical company with a focus on developing and commercializing innovative products for specialist audiences. With a broad range of first- and second- line products across multiple indications, Auxilium is an emerging leader in the men's healthcare area and has strategically expanded its product portfolio and pipeline in orthopedics, dermatology and other therapeutic areas. Auxilium now has a broad portfolio of 12 approved products. Among other products in the U.S., Auxilium markets edex(R) (alprostadil for injection), an injectable treatment for erectile dysfunction, Osbon ErecAid(R), the leading device for aiding erectile dysfunction, STENDRATM (avanafil), an oral erectile dysfunction therapy, Testim(R) (testosterone gel) for the topical treatment of hypogonadism, TESTOPEL(R) (testosterone pellets) a long-acting implantable testosterone replacement therapy, XIAFLEX(R) (collagenase clostridium histolyticum or CCH) for the treatment of Peyronie's disease and XIAFLEX for the treatment of Dupuytren's contracture. The Company also has programs in Phase 2 clinical development for the treatment of Frozen Shoulder syndrome and cellulite. The Company's balance sheet at Sept. 30, 2014, showed $1.14 billion in total assets, $983 million in total liabilities and total stockholders' equity of $162 million. * * * As reported by the TCR on May 7, 2014, Moody's Investors Service downgraded the ratings of Auxilium including the Corporate Family Rating to 'B3' from 'B2'. "The downgrade reflects Moody's expectations that declines in Testim, Auxilium's testosterone gel, will materially reduce EBITDA in 2014, resulting in negative free cash flow, a weakening liquidity profile, and extremely high debt/EBITDA," said Moody's Senior Vice President Michael Levesque. The TCR reported on Sept. 23, 2014, that Standard & Poor's Ratings Services raised its corporate credit rating on Auxilium to 'CCC+' following the announced restructuring program and a $50 million add-on to its existing first-lien term loan. AUXILIUM PHARMACEUTICALS: Vanguard Reports 6% Stake as of Dec. 31 ----------------------------------------------------------------- The Vanguard Group disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, it beneficially owned 3,098,033 shares of common stock of Auxilium Pharmaceuticals Inc representing 6.07 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/A9npRK About Auxilium Auxilium Pharmaceuticals, Inc. -- http://www.Auxilium.com/-- is a fully integrated specialty biopharmaceutical company with a focus on developing and commercializing innovative products for specialist audiences. With a broad range of first- and second- line products across multiple indications, Auxilium is an emerging leader in the men's healthcare area and has strategically expanded its product portfolio and pipeline in orthopedics, dermatology and other therapeutic areas. Auxilium now has a broad portfolio of 12 approved products. Among other products in the U.S., Auxilium markets edex(R) (alprostadil for injection), an injectable treatment for erectile dysfunction, Osbon ErecAid(R), the leading device for aiding erectile dysfunction, STENDRATM (avanafil), an oral erectile dysfunction therapy, Testim(R) (testosterone gel) for the topical treatment of hypogonadism, TESTOPEL(R) (testosterone pellets) a long-acting implantable testosterone replacement therapy, XIAFLEX(R) (collagenase clostridium histolyticum or CCH) for the treatment of Peyronie's disease and XIAFLEX for the treatment of Dupuytren's contracture. The Company also has programs in Phase 2 clinical development for the treatment of Frozen Shoulder syndrome and cellulite. The Company's balance sheet at Sept. 30, 2014, showed $1.14 billion in total assets, $983 million in total liabilities and total stockholders' equity of $162 million. * * * As reported by the TCR on May 7, 2014, Moody's Investors Service downgraded the ratings of Auxilium including the Corporate Family Rating to 'B3' from 'B2'. "The downgrade reflects Moody's expectations that declines in Testim, Auxilium's testosterone gel, will materially reduce EBITDA in 2014, resulting in negative free cash flow, a weakening liquidity profile, and extremely high debt/EBITDA," said Moody's Senior Vice President Michael Levesque. The TCR reported on Sept. 23, 2014, that Standard & Poor's Ratings Services raised its corporate credit rating on Auxilium to 'CCC+' following the announced restructuring program and a $50 million add-on to its existing first-lien term loan. BEAZER HOMES: Invesco Ltd. Reports 5.2% Stake as of Dec. 31 ----------------------------------------------------------- Invesco Ltd. disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, it beneficially owned 1,436,286 shares of common stock of Beazer Homes USA, Inc., representing 5.2 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/aPliGk About Beazer Homes Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/-- headquartered in Atlanta, is one of the country's 10 largest single-family homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker symbol "BZH." As of Dec. 31, 2014, Beazer Homes had $1.98 billion in total assets, $1.73 billion in total liabilities and $258 million in total stockholders' equity. * * * Beazer carries a 'B-' issuer credit rating, with "negative" outlook, from Standard & Poor's. In January 2013, Moody's Investors Service raised Beazer's corporate family rating to 'Caa1' from 'Caa2' and probability of default rating to 'Caa1-PD' from 'Caa2-PD'. The ratings upgrade reflects Moody's increasing confidence that Beazer's credit metrics, buoyed by a strengthening housing market, will gradually improve for at least the next two years and that the company may be able to return to a modestly profitable position as early as fiscal 2014. BERRY PLASTICS: Apollo V Covalence No Longer a Shareholder ---------------------------------------------------------- Apollo V Covalence Holdings, L.P., and its affiliates disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, they ceased to be the beneficial owner of any shares of common stock of Berry Plastics Group, Inc. A copy of the regulatory filing is available at: http://is.gd/xZ2ull About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At Jan. 2, 2010, the Company had more than 80 production and manufacturing facilities, primarily located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P., and Graham Partners. Berry, through its wholly owned subsidiaries operates five reporting segments: Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings and Specialty Films. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of the capital stock of Pliant upon Pliant's emergence from reorganization pursuant to a proceeding under Chapter 11 for a purchase price of $602.7 million. Pliant is a leading manufacturer of value-added films and flexible packaging for food, personal care, medical, agricultural and industrial applications. The acquired business is primarily operated in Berry's Specialty Films reporting segment. As of Dec. 27, 2014, Berry Plastics had $5.17 billion in total assets, $5.26 billion in total liabilities, $13 million in redeemable non-controlling interest, and a $106 million stockholders' deficit. * * * As reported by the TCR on Jan. 30, 2015, Moody's Investors Service upgraded the corporate family rating of Berry Plastics to 'B1' from 'B2'. The upgrade of the corporate family rating reflects the proforma benefits from the recent restructuring and acquisitions. In November 2011, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Berry and its holding company parent, Berry Plastics Group Inc. "The ratings on Berry reflect the risks associated with the company's highly leveraged financial profile and acquisition- driven growth strategy as well as its fair business risk profile," said Standard & Poor's credit analyst Cynthia Werneth. BINDER & BINDER: Needs $6-Mil. to Avoid Liquidation --------------------------------------------------- Law360 reported that Binder & Binder LLP asked for approval of a new $6 million loan as it navigates through the Chapter 11 process, claiming that its existing lenders would rather see the company liquidate than allow it to restructure. According to the report, Binder & Binder, perhaps best known for its eccentric commercials featuring Charles Binder in a cowboy hat, says that its existing loan has hamstrung its ability to intake new clients at a sufficient clip and keep the business afloat. 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. BRENT NICHOLSON: Claims Against Thrifty Payless Dismissed --------------------------------------------------------- In the case, BRENT NICHOLSON, et al., Plaintiffs, v. THRIFTY PAYLESS, INC., et al., Defendants, No. C12-1121RSL (W.D. Wash.), District Judge Robert S. Lasnik granted defendants' motion for summary judgment, dismissed plaintiffs' remaining claims with prejudice, and entered judgment in the amount of $103,500 in favor of defendant Thrifty Payless, Inc., and against plaintiffs Brent Nicholson and No One to Blaine, LLC. A copy of the Court's Feb. 5, 2015 Order is available at http://bit.ly/1AVz9d7from Leagle.com. About Brent Nicholson and Mary Nicholson Seattle, Washington-based Brent Nicholson and Mary Nicholson filed for Chapter 11 bankruptcy protection (Bankr. W.D. Wash. Case No. 10-14522) on April 22, 2010. The Company disclosed $10.8 million in assets and $78.4 million in liabilities. C. WONDER: Puts Two Former Manhattan Locations Up for Sale ---------------------------------------------------------- New York Daily News reports that A&G Realty Partners is selling off on behalf of C. Wonder the Company's former flagship at 72 Spring Street in Soho and its Flatiron location at 155 Fifth Avenue in Manhattan, New York. According to NY Daily, the Soho store comes in at 7,200 square feet, while the Flatiron location is 6,035 square feet. The report adds that a 17,507-square-foot office lease is also available, at 1155 Broadway. "Retailers have the opportunity to take over the leases by assignment. These leases are exceptional retail opportunities and are expected to attract interest from many national and international retailers," NY Daily quoted A&G Realty co-president Emilio Amendola as saying. About C. Wonder Founded by J. Christopher Burch in 2010, C. Wonder is a specialty retailer with retail stores in the United States. With headquarters in New York, the company sells women's clothing, jewelry, shoes, handbags and other accessories as well as select home goods under the C. Wonder brand. The Company maintains two distribution centers in New Jersey. The Company opened its first retail store in New York in 2011. By 2014, the Company had expanded its operations to include 29 locations across 13 states including its flagship location in Soho, New York. Amid mounting losses, C. Wonder closed 16 of its retail stores by the end of 2014. C. Wonder closed 9 additional stores in January 2015. As of the bankruptcy filing, C. Wonder had four retail stores in the U.S. (Soho, Flat Iron, Time Warner Center and Manhasset). C. Wonder LLC and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Lead Case No. 15-11127) in Trenton, New Jersey on Jan. 22, 2015. The cases are assigned to Judge Michael B. Kaplan. The Debtors have tapped Cole, Schotz, Meisel, Forman & Leonard, P.A., as counsel, and Marotta, Gund, Budd & Dzera, LLC, as crisis management services provider. As of the Filing Date, the Debtors had assets with a book value of $43.7 million and liabilities of $61.0 million. C. WONDER: Retains A&G to Manage Sale of Retail Store Leases ------------------------------------------------------------ A&G Realty Partners, a commercial real estate, advisory and investment group, disclosed that it has been retained by C. Wonder to manage the sale of the three retail store leases and several office locations in New York City and Long Island, following the company's recent Chapter 11 bankruptcy filing. A&G Realty is currently accepting bids to acquire the leases which range from 3,299 square feet to 17,507 square feet in prestigious retail locations in the SoHo District and Flatiron District of New York City, the Americana Shops on the Miracle Mile in Manhasset and office space in the famed Flatiron District in New York City. "The leases are located on unique retail streets in New York City and Long Island and provide a rare opportunity to acquire below market leases in some of the best retail sites in the world," said Emilio Amendola, Co-President of A&G Realty Partners. "Retailers have the opportunity to take over the leases by assignment. These leases are exceptional retail opportunities and are expected to attract interest from many national and international retailers." About A&G Realty Partners A&G Realty Partners -- http://www.agrealtypartners.com-- specializes in real estate dispositions, lease restructurings, facilitating growth opportunities, valuations and acquisitions. A&G Realty has serviced the nation's most recognizable retail brands in healthy and distressed situations. A&G Realty was founded in 2012 and headquartered in New York with offices in Chicago and Los Angeles. About C. Wonder Founded by J. Christopher Burch in 2010, C. Wonder is a specialty retailer with retail stores in the United States. With headquarters in New York, the company sells women's clothing, jewelry, shoes, handbags and other accessories as well as select home goods under the C. Wonder brand. The Company maintains two distribution centers in New Jersey. The Company opened its first retail store in New York in 2011. By 2014, the Company had expanded its operations to include 29 locations across 13 states including its flagship location in Soho, New York. Amid mounting losses, C. Wonder closed 16 of its retail stores by the end of 2014. C. Wonder closed 9 additional stores in January 2015. As of the bankruptcy filing, C. Wonder had four retail stores in the U.S. (Soho, Flat Iron, Time Warner Center and Manhasset). C. Wonder LLC and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Lead Case No. 15-11127) in Trenton, New Jersey on Jan. 22, 2015. The cases are assigned to Judge Michael B. Kaplan. The Debtors have tapped Cole, Schotz, Meisel, Forman & Leonard, P.A., as counsel, and Marotta, Gund, Budd & Dzera, LLC, as crisis management services provider. As of the Filing Date, the Debtors had assets with a book value of $43.7 million and liabilities of $61.0 million. CAESARS ENTERTAINMENT: NRF Appointed as Committee Member -------------------------------------------------------- The U.S. trustee overseeing the bankruptcy case of Caesars Entertainment Operating Company Inc. appointed National Retirement Fund to the official committee of unsecured creditors. National Retirement Fund replaced the Board of Levee Commissioners, which resigned from the committee, according to a filing with the U.S. Bankruptcy Court for the Northern District of Illinois. The unsecured creditors' committee is now composed of: (1) National Retirement Fund 6 Blackstone Valley Place Lincoln, RI 02865-1112 (2) International Game Technology Linda Rosenthal 9295 Prototype Drive Reno, NV 89521-8986 (3) US Foods, Inc Dorothy Capers 9399 W. Higgins Road, Suite 600 Rosemont, Il 60018 (4) Law Debenture Trust Company of New York 400 Madison Avenue, Suite 4D New York, NY 10017 (5) MeehanCombs Global Credit Opportunities Master Fund, LP 40 Signal Road Stamford, Connecticut 06902 (6) Wilmington Trust, NA Rodney Square North 1100 N. Market Street Wilmington, DE 19890-00001 (7) Hilton Worldwide, Inc 7930 Jones Branch Drive, 6th Floor McLean, Virginia 22102 (8) Earl of Sandwich (Atlantic City) LLC 4700 Millenia Blvd, Suite 400 Orlando, FL 32839 (9) PepsiCo, Inc. 1100 Reynolds Blvd. Winston-Salem, NC 27105 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. CALMENA ENERGY: Court Issues Joint Administration Order ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, issued an order directing the joint administration of the Chapter 15 cases of Calmena Energy Services, Inc., Calmena Energy Services (USA), Corp., Calmena Drilling Services LLC, and Calmena Drilling Services US, LP, under lead case no. 15-30786. Ernst & Young Inc., as foreign representative, filed petitions under Chapter 15 of the U.S. Bankruptcy Code on behalf of Calgary, Canada-based Calmena Energy Services Inc. and its three affiliates. The lead Chapter 15 case is Case No. 15-30786. The case is assigned to Judge Karen K. Brown of the U.S. Bankruptcy Court for the Southern District of Texas (Houston). The Chapter 15 petitioner is represented by Robert Andrew Black, Esq., at Norton Rose Fulbright LLP, in Houston, Texas. CALMENA ENERGY: Seeks Ch. 15 Recognition of Canadian Proceedings ---------------------------------------------------------------- Ernst & Young Inc., as the court-appointed receiver of Calmena Energy Services Inc., et al., ask the the U.S. Bankruptcy Court for the Southern District of Texas (Houston) to recognize the Canadian proceedings as "foreign main proceeding" under Chapter 15 of the U.S. Bankruptcy Code. E&Y asserts that the Canadian Proceeding is a foreign main proceeding within the meaning of Section 1502(4) because the Debtors' center of main interests is in Canada. The Debtors have operations in various resource basis internationally, including locations in the United States (Conroe and Oklahoma City), Mexico, Libya, and Colombia, but the Calmena Entities' headquarters is unquestionably anchored in Calgary as all of the CESI's directors, officers, senior management, financial services, strategic operations, safety auditors, and investor relations are located in Calgary, R. Andrew Black, Esq., at Norton Rose Fulbright US LLP, in Houston, Texas, tells the U.S. Court. Mr. Black relates that as of the Petition Date, the U.S. Debtors do not have any active drilling contracts in the United States or Canada, and the Receiver has already terminated the majority of the employees in the United States and Canada. Moreover, most of the rigs used by the Debtors are owned by Non-Debtor Entities and leased to the Debtors as necessary, Mr. Black says. The only ongoing operations by the Calmena Entities are existing contracts by Non-Debtor Entities in Mexico and the remaining assets of the Debtor entity are tools, equipment, and inventory at the Conroe and Oklahoma City locations, as well as the assets at the corporate offices in Calgary, Mr. Black adds. About Calmena Energy Ernst & Young Inc., as foreign representative, filed petitions under Chapter 15 of the U.S. Bankruptcy Code on behalf of Calgary, Canada-based Calmena Energy Services Inc. and its three affiliates. The lead Chapter 15 case is Case No. 15-30786. The case is assigned to Judge Karen K. Brown of the U.S. Bankruptcy Court for the Southern District of Texas (Houston). The Chapter 15 petitioner is represented by Robert Andrew Black, Esq., at Norton Rose Fulbright LLP, in Houston, Texas. CALPINE CORP: Fitch Affirms 'B+' Issuer Default Rating ------------------------------------------------------ Fitch Ratings has affirmed Calpine Corp.'s Long-term Issuer Default Rating (IDR) at 'B+' with a Stable Rating Outlook. Fitch has also affirmed Calpine's first lien senior secured debt at 'BB+' with a Recovery Rating (RR) of 'RR1' (implying 91% - 100% recovery), which includes first lien term loans, first lien senior secured notes and the revolving credit facility, all of which are pari passu. Fitch has assigned a 'BB-/RR3' rating to Calpine's senior unsecured debt. The 'RR3' rating implies a 51% - 70% recovery. In addition, Fitch has affirmed Calpine Construction Finance Company, L.P. (CCFC)'s Long-term IDR at 'B+' and senior secured debt rating at 'BB+/RR1'. The Outlook is Stable. The affirmation reflects Fitch's view that Calpine can continue to generate stable levels of adjusted EBITDA amid weakening near-term natural gas fundamentals. Given the relative efficiency of Calpine's fleet compared to the market, low natural gas prices can boost the run times for its generation fleet, thus, offsetting the compression in generation margins to a large extent. This phenomenon was observed in spring of 2012 as natural gas prices fell to $2/MMBtu, a trend that may be replicated in 2015. Fitch's base deck for natural gas prices calls for $4/MMBtu levels over 2015-16 and $4.25/MMBtu in 2017. At these prices, Fitch expects Calpine to generate 2015 adjusted EBITDA within its stated guidance range of $1.9 billion - $2.1 billion. Beyond 2015, Fitch expects adjusted EBITDA to modestly increase reflecting capital deployment in already announced new generation projects and recently completed acquisitions/ divestitures. Fitch also has a positive view of management's portfolio strategy, which has resulted in a sharper focus on its core regions of Northeast, California and Texas. Divestiture of six Southeast generation plants and acquisition of two plants in Texas and New England in 2014 not only improved Calpine's scale in core regions but also proved to be financially lucrative, generating excess cash proceeds with no significant change to overall adjusted EBITDA. Fitch's rating concerns primarily lie with Calpine's capital allocation policy. Fitch can appreciate that with the balance sheet restructuring behind it, management is increasingly focused on growth capex and share repurchases as its primary uses of excess cash. However, the pace of share repurchases has been tracking above Fitch's expectations, in part due to proceeds from asset sales, and the net debt/EBITDA metric has consistently trailed, albeit modestly, management's stated 4.5x target. KEY RATING DRIVERS EBITDA Resiliency Through Cycles Calpine's adjusted EBITDA has proved to be resilient in different natural gas price scenarios. While Calpine's adjusted EBITDA remains biased towards higher natural gas prices given the relative efficiency of its fleet compared to the market, low natural gas prices have boosted the generation output as gas-fired generation displaces coal. This level of adjusted EBITDA stability is quite unique among merchant generation companies and is usually seen for those generators that sell under long-term contracts with minimum fuel risk. Fitch does note, however, that Calpine's open position for the forward years (77% in 2016 and 85% in 2017 as of September 30, 2014) is the highest it has been since the company emerged from bankruptcy in 2008 and is driven by reduced liquidity in the forward markets, the divestiture of contracted assets and subsequent reinvestment in competitive wholesale power markets, and management's fundamental view of improving power prices. Favorable Generation Mix The combination of efficient natural-gas fired combined cycle plants and Geysers (geothermal) assets make Calpine's fleet cleaner than other coal heavy IPPs. Calpine's fleet is also much younger than its peers. As a result, Calpine is comparatively much less vulnerable to both existing and potential stringent environment regulations addressing greenhouse gas emissions, other air emissions including SOx, NOx, Mercury and coal ash as well as water use. For these reasons, Fitch views Calpine's business mix as relatively strong compared with other merchant generators. Over the medium to long-term Calpine's predominant dependence on natural gas could see pressure from the rapid penetration of renewables, particularly in California and Texas. Measured Approach to Growth Fitch has a positive view of management's measured approach to growth, which has been largely geared towards new generation that is backed with long-term power purchase agreements with credit worthy counterparties, and merchant facilities where Calpine has significant cost advantages over other new entrants. Calpine has also been an active and opportunistic buyer and seller of generation assets, monetizing non-core assets and increasing scale in core regions. Enhancements to annual capacity auctions in PJM and New England will benefit Calpine's existing dual-fuel generation fleet and support Calpine's strategy of targeting new builds and acquisitions in these regions. Fitch expects management to continue to monetize its assets in non-core regions. Any asset purchases are likely to be measured, as demonstrated by management's past actions, and will probably consist of natural gas fired assets so as to maintain the company's relatively clean environmental profile. Fitch's current view does not incorporate any major foray by the company into the renewable sector such as wind and solar over the near-term. Capital Allocation Geared Toward growth and Share Repurchases Aside from the scheduled debt maturities/ amortizations, debt levels will be managed around management's stated net Debt/EBITDA target of 4.5x. Significant covenant cushion, incremental first lien debt capacity and the continuing shift to an unsecured debt structure affords Calpine tremendous financial flexibility to deploy capital. Fitch expects Calpine to generate approximately $600 million of free cash flow in 2014; annual free cash flow could approach $900 million by 2017. These free cash flow estimates incorporate both maintenance and growth capex based on announced new projects. Fitch thinks management's policy of not announcing a formal share repurchase program in advance provides it flexibility to look for growth opportunities. Reinvestment of capital in new generation projects under long-term contracts would be viewed positively by Fitch. Investment in new generation projects at deeply discounted capital costs in tight power markets would be the next preferred deployment of excess cash. In absence of reinvestment opportunities, Fitch expects management to allocate a majority of the excess cash to stock repurchases. 'B+' Financial Profile Fitch expects Calpine's credit portfolio to remain in line with its ratings. Fitch expects Adjusted Debt to EBITDAR ratio to improve to 5.3x in 2017 from 5.7x in 2014, primarily driven by scheduled debt amortizations and modest improvement in EBITDA, and FFO adjusted leverage to improve to 5.1x in 2017 from 5.6x in 2014. Fitch expects coverage ratios to strengthen to 3.00x - 3.25x range given the recent successful refinancing of legacy high coupon debt. To the extent management deploys a portion of the excess cash to new generation projects instead of share repurchases, there would be upside to our forecasted EBITDA and FFO metrics. Strong Liquidity Calpine's liquidity position has improved with the upsizing of its corporate revolver by $500 million to $1.5 billion; the revolving facility matures in June 2018. Calpine had approximately $1.5 billion of unrestricted cash and cash equivalents and $1.3 billion of availability under the corporate revolver, as of Sept. 30, 2014. There is no corporate debt maturity until 2018 when the $1.6 billion term loan matures and scheduled project debt amortizations approximate $200 million - $225 million annually. Rating Linkages There are strong contractual, operational and management ties between Calpine and CCFC. CCFC sells a majority of its power plant output under a long-term tolling arrangement with Calpine's wholly owned marketing subsidiary. CCFC is also a party to a master operation and maintenance agreement and a master maintenance services agreement with another wholly owned Calpine subsidiary. For these reasons, in accordance with its Parent and Subsidiary Rating Linkage Criteria, Fitch assigns the same IDR to CCFC as the parent even though its standalone credit profile is stronger. KEY ASSUMPTIONS -- Natural gas prices of $4.00/$4.00/$4.25 per MMBtu for 2015/16/2017, respectively. -- Expected generation hedged per management estimates of 53%, 23% and 15% for 2015, 2016 and 2017, respectively. Hedged margin of $21/24/28 per MWh for 2015/16/17. -- O&M costs escalated at 2.5%. -- Growth and maintenance capex of approximately $1.0 billion over 2015-17; major maintenance expense of $750 million over this period. -- No additional growth projects except those already announced and under construction (Deer Park COD 2014, Channel COD 2014, Garrison COD 2015 and York 2 COD 2017). To the extent that management pursues other growth projects, Fitch's estimates of EBITDA and cash flows could prove conservative. -- In absence of additional growth projects, Fitch has assumed that free cash flow generation can support a $500 million – 600 million stock buyback program on an annual basis. RECOVERY ANALYSIS The individual security ratings at Calpine are notched above or below the IDR, as a result of the relative recovery prospects in a hypothetical default scenario. Fitch values the power generation assets that guarantee the parent debt using a net present value (NPV) analysis. A similar NPV analysis is used to value the generation assets that reside in non-guarantor subs and the excess equity value is added to the parent recovery prospects. The generation asset NPVs vary significantly based on future gas price assumptions and other variables, such as the discount rate and heat rate forecasts in California, ERCOT and the Northeast. For the NPV of generation assets used in Fitch's recovery analysis, Fitch uses the plant valuation provided by its third-party power market consultant, Wood Mackenzie as well as Fitch's own gas price deck and other assumptions. Fitch rates Calpine's corporate revolving facility, first lien credit facility and senior secured notes, which rank pari passu, at 'BB+/RR1'. The 'RR1' rating reflects a three-notch positive differential from the 'B+' IDR and indicates that Fitch estimates outstanding recovery of 91 - 100%. Fitch has assigned a 'BB-'/RR3 rating to the senior unsecured debt at Calpine. The recovery analysis yields a 91-100% recovery for the outstanding unsecured debt but Fitch has constrained the rating given expectation of issuance of additional unsecured debt. Fitch rates the first lien senior secured term loan facility at CCFC at 'BB+/RR1'. RATING SENSITIVITIES Positive: Positive rating actions for Calpine and CCFC appear unlikely unless there is material and sustainable improvement in Calpine's credit metrics compared with Fitch's current expectations. Management's net leverage target of 4.5x effectively caps Calpine's IDR at the 'B+' category. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- Weak wholesale prices due to unfavorable power demand and supply dynamics, regulatory interference and /or distortion in market pricing signals that depress Calpine's EBITDA and FFO below Fitch's expectations on a sustained basis; -- An enhanced pace of share repurchases without hitting or sustaining the stated net leverage target of 4.5x; -- An aggressive growth strategy that diverts significant proportion of growth capex towards merchant assets and/ or inability to renew its expiring long-term contracts leading to a higher open position; -- Above 6.0x Total adjusted debt/EBITDAR; and -- Above 7.0x FFO adjusted leverage. CAPITAL VALLEY: Case Summary & 13 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Capital Valley Partners, LLC 9381 E. Stockton Blvd., Ste. 200 Elk Grove, CA 95624 Case No.: 15-21031 Chapter 11 Petition Date: February 11, 2015 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Judge: Hon. Christopher M. Klein Debtor's Counsel: Patricia H. Lyon, Esq. FRENCH & LYON 1990 N. California Blvd., Suite 300 Walnut Creek, CA 94596 Tel: 415-597-7849 Email: phlyon@frenchandlyon.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John Ferguson, authorized signatory. A list of the Debtor's 13 largest unsecured creditors is available for free at http://bankrupt.com/misc/caeb15-21031.pdf CASEY ANTHONY: Trustee Says Money Should Go to Attorneys -------------------------------------------------------- The Associated Press reported that Stephen Meininger, the trustee handling Casey Anthony's bankruptcy, says most of the $25,000 he has available to distribute should go to the trustee's attorneys. According to the report, the trustee said in a final report filed in bankruptcy court last month that $22,000 should be paid to attorney Allan Watkins. The trustee says the $25,000 was loaned to Anthony by a friend so Anthony could buy back the rights to her life story. CDRH PARENT: Moody's Affirms 'B3' Corporate Family Rating --------------------------------------------------------- Moody's Investors Service affirmed the B3 Corporate Family Rating and B3-PD Probability of Default Rating of CDRH Parent, Inc. ("CDRH"), the indirect parent of Healogics, Inc. ("Healogics") and co-borrower. At the same time, Moody's affirmed the B2 rating on CDRH's upsized $645 million senior secured first lien credit facilities, consisting of a $100 million revolving credit facility expiring in 2019, and a $545 million first lien term loan due 2021, including a new $125 million term loan add-on. Concurrently, Moody's affirmed the Caa2 rating on CDRH's upsized $250 million second lien term loan due 2022, including a new $50 million term loan add-on. The rating outlook is stable. CDRH is acquiring Accelecare Wound Centers, Inc. ("Accelecare") for a total purchase price of $225 million plus transaction costs. The transaction will be funded with $175 million in incremental term loans and $60 million equity contribution. Accelecare is the second largest provider of outpatient wound care services in the U.S. The company also employs and staffs wound care specialists in skilled nursing facilities, outpatient wound centers and other care settings. The following is a summary of Moody's ratings actions: CDRH Parent, Inc.: Ratings affirmed: Corporate Family Rating at B3 Probability of Default Rating at B3-PD $100 million senior secured revolver expiring 2019 at B2 (LGD 3) $545 million senior secured first lien term loan due 2021 at B2 (LGD 3) $250 million senior secured second lien term loan due 2022 at Caa2 (LGD 5) Ratings Rationale The B3 Corporate Family Rating reflects the company's very high financial leverage, due to the considerable amount of debt associated with its 2014 LBO and the acquisition of Accelecare, which is expected to close in the first quarter of 2015. The rating is also constrained by the small absolute revenue size under $375 million, the early stage of development of the wound care market, and the company's narrow focus on wound care management. The rating benefits from Healogics' good customer and geographic diversification, strong EBITDA margin and the company's good free cash flow. The stable outlook reflects Moody's expectation of relatively stable operating performance given low reimbursement risk and steady pricing over the near-term. It also reflects Moody's view that the company's highly leveraged capital structure is unlikely to improve significantly over the next 12-months. The rating could be downgraded if pricing or volumes weaken, such that financial performance is impacted, resulting in deterioration in credit metrics. The rating could be downgraded if liquidity deteriorates or if the company's free cash flow turns negative. The likelihood of a rating upgrade is limited in the near-term given the company's very high leverage. However, if the company is able to grow earnings and sustain debt to EBITDA below 6 times, while continuing to generate free cash flow, an upgrade could be considered. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Jacksonville, Fl., Healogics partners with hospitals to establish, staff and run specialized wound care centers that treat patient with chronic, non-healing wounds. CHIQUITA BRANDS: S&P Affirms 'B' CCR then Withdraws Rating ---------------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings on U.S.-based Chiquita Brands International Inc., including the 'B' corporate credit rating, and raised its senior secured issue-level rating to 'BB-' with a '1' recovery ratings (from 'B' with a '3' recovery rating). S&P subsequently withdrew the ratings at the company's request. "The rating outlook at the time of this withdrawal was developing, reflecting a potential for a lower or higher leveraged capital structure, depending upon how the buyout is ultimately capitalized," said Standard & Poor's credit analyst Chris Johnson. In October 2014, S&P revised its outlook to developing following the company's announcement of a potential sale or merger with Cutrale-Safra Group. CITGO HOLDING: New Loan Upsizing No Impact on Moody's Caa1 CFR -------------------------------------------------------------- Citgo Holding, Inc's Caa1 corporate family rating and the Caa1, LGD4 rating assigned on January 22 to its proposed secured Term Loan B and secured notes are not affected by the new Term Loan B amount, which would be upsized to USD 1.3 billion from USD 1 billion. The amount for the USD 1.5 billion in secured notes remain unchanged. Proceeds of the transactions will be mostly used to pay dividends to PDVSA (Caa3 stable). The outlook on the ratings also continues to be stable. On February 9th, the company announced its decision to upsize the Term Loan B to USD 1.3 billion from USD 1 billion. It also changed the transaction's terms and conditions, to the benefit of lenders. For instance, the starting excess cash flow sweep on the Term Loan B was increased to 100% from 75%; Citgo also increased the debt service reserve fund at closing date to cover 12 months of principal and interest, versus the original 6 months. In addition, the company would now need 18 months, from 12 months previously, to allow any retained excess cash flow to be distributed. Furthermore, the lenders now will benefit from a pledge of 100% of the capital stock of CITGO Petroleum (CITGO, B3 stable), up from 49% originally. The Caa1 ratings on Citgo Holding, Inc, 100% owner of CITGO, are primarily driven by the latter's credit quality. As a holding company, Citgo Holding, Inc's liquidity and source of funds to service its debt are mostly dependent on CITGO's cash generation and dividend payment capacity, which are vulnerable to volatile refined product prices and refining margins. During the last twelve months ended in September 2014, CITGO distributed USD 704 million in dividends and, at the closing of the quarter, its total unadjusted debt was USD 1.7 billion. Citgo Holding, Inc is a company based in Delaware, US. Upon completion of the proposed transactions, it will be a holding company with no direct operations and no significant assets other than its ownership of 100% of the capital stock of CITGO and 100% of the limited liability company interests of Citgo Holding Terminals, Southwest Pipeline Holding and Midwest Pipeline Holding, all operating companies. Other than CITGO, all other subsidiaries provide upstream guarantees and pledged collateral to Citgo Holdings Inc. As of September 2014, the holding company reported assets and EBITDA of USD 8.6 Billion and USD 1.7 Billion, respectively. CLEAREDGE POWER: Taps Leonard Law as Special Counsel ---------------------------------------------------- CEP Reorganization Inc. fka ClearEdge Power Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the Northern District of California for permission to employ Leonard Law Group LLC fka McKittrick Leonard LLP as their special counsel. The firm will assist with the litigation and resolution of any and all claims, rights and actions asserted by the Debtors' against: a) Inverness Group LLC and any and all claims, rights and actions asserted by Inverness against the Debtors, including the claim of WW Group Inc. et al.; and b) Clackamas Metal Works LLC and any and all claims, rights and actions asserted by Clackamas against the Debtors, including the Clackamas Claim. The firm's attorneys representing the Debtors will bill between $225 and $335 per hour. The primary attorney who will provide services to the Debtors is Justin D. Leonard, Esq., charges $325 in 2014 and $335 in 2015. The Debtors assure the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Justin D. Leonard, Esq. Leonard Law Group LLC fka McKittrick Leonard LLP Leonard Law Group LLC 111 SW Columbia, Ste. 1100 Portland, OR 97201 Tel: 971.634.0192 (direct line) 971.634.0190 Fax: 971.634.0250 Email: jleonard@llg-llc.com About ClearEdge Power Sunnyvale, California-based ClearEdge Power Inc. and two other affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Lead Case No. 14-51955) on May 1, 2014, in San Jose. Affiliates ClearEdge Power, LLC, and ClearEdge Power International Service, LLC, are based in South Windsor, Connecticut, where the manufacturing operations are located. Privately held ClearEdge designs, manufactures, sells and services distributed generation fuel cell systems for commercial, industrial, utility and residential applications. ClearEdge bought United Technologies Corp.'s UTC Power division in late 2012. ClearEdge sought bankruptcy protection just a week after shutting operations. John Walshe Murray, Esq., at Dorsey and Whitney LLP, serves as counsel to the Debtors. Insolvency Services Group, Inc., serves as noticing and claims agent. ClearEdge Power disclosed $31.3 million in assets and $67.4 million in liabilities as of the Chapter 11 filing. Power Inc. estimated $100 million to $500 million in both assets and debts. The petitions were signed by David B. Wright, chief executive officer. On May 22, 2014, the U.S. Trustee for Region 17 appointed five creditors to serve in the Committee. The Committee has hired Brown Rudnick as Counsel and Teneo Securities as financial advisors. The U.S. Bankruptcy Court in San Jose, California, on July 18, 2014, approved the sale of substantially all of the assets of the Debtors to Doosan Corporation, a unit of Doosan Co. Ltd., of South Korea. The U.S. Trustee for Region 17 appointed creditors to be members of the official committee of unsecured creditors in the Chapter 11 cases of ClearEdge Power Inc. and two affiliates. Brown Rudnick LLP represents the Committee. CLEARWATER NURSERY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Clearwater Nursery, Inc. PO Box 1170 Nipomo, CA 93444 Case No.: 15-10251 Chapter 11 Petition Date: February 11, 2015 Court: United States Bankruptcy Court Central District of California (Santa Barbara) Debtor's Counsel: Jonathan Gura, Esq. HOLLISTER & BRACE, A PROFESSIONAL CORP 1126 Santa Barbara Street Santa Barbara, CA 93101 Tel: 805-963-6711 Fax: 805-965-0329 Email: jgura@hbsb.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John E. Djafroodi, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb15-10251.pdf CLOUDEEVA INC: Scott Hammel's Employment Agreement Rejected ----------------------------------------------------------- Bankruptcy Judge Kathryn Ferguson authorized the rejection of Cloudeeva Inc.'s employment agreement with Scott Hammel nunc pro tunc to Jan. 5, 2015. On May 23, 2014, Mr. Hammel entered into an employment agreement with Cloudeeva, whereby Mr. Hammel agreed to serve as the Debtors' senior vice president and general counsel. Mr. Hammel, as creditor, opposed to the motion of Stephen Gray, Chapter 11 trustee of Cloudeeva, and requested that the Court adjourn the hearing on the motion or to defer ruling on the motion pending the Court's determination of his objections to the appointment of Mr. Gray as Chapter 11 trustee for the Debtors. As reported in the Troubled Company Reporter on Jan. 28, 2015, the trustee sought entry of an order authorizing him to reject the employment agreement nunc pro tunc Jan. 5, 2015. The trustee explained that he is operating the Debtors' businesses and managing their business affairs pursuant to Sections 1106 and 1108 of the Bankruptcy Code. About Cloudeeva, Inc. Cloudeeva, Inc., a public company previously known as Systems America, Inc., is a global cloud services and technology solutions company specializing in cloud, big data and mobility solutions and services. The company provides information technology staffing services to major clients and third party vendors in the United States and India. The company headquarters are in East Windsor, New Jersey, with regional offices in California, Illinois and international offices in India. Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy 32 protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New Jersey, on July 21, 2014. The cases are assigned to Judge Kathryn C. Ferguson. Cloudeeva disclosed $4.99 million in assets and $6.53 million in liabilities as of the Chapter 11 filing. The company said only $209,000 is owing to its lender Prestige Capital Corp. and more than $5.2 million is owed for trade vendor payables. The Debtors originally tapped Lowenstein Sandler LLP as counsel. However, they are now seeking the retention of Trenk, DiPasquale, Della Fera & Sodono, P.C., to replace Lowenstein Sandler, who retention was not formally approved by order of the Court. The Debtors have also tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as appellate counsel. Kurtzman Carson Consultants LLC serves as claims and noticing agent. * * * On Aug. 22, 2014, Judge Ferguson entered an order dismissing the Debtors' Chapter 11 cases at the behest of Bartronics Asia PTE Ltd. BAPL asserted that the cases were not filed in good faith. The Debtors subsequently filed an appeal challenging the dismissal of their cases. Since then, District Judge Joel A. Pisano for the District of New Jersey entered an order staying the Case Dismissal Order pending further proceedings. Simultaneously, Judge Pisano reinstated the Debtors' bankruptcy cases and authorized the Debtors to be in possession of their assets and the management of their business as debtors-in-possession, subject to the continuing jurisdiction of the Bankruptcy Court and any further orders of the Bankruptcy Court or the District Court. The Debtor filed a Plan of Reorganization and Disclosure Statement on Oct. 7, 2014. The Plan will be funded by cash on-hand on the Effective Date, cash revenues derived from the Debtors' continued operations, and investment of $1.15 million from Cloudeeva India Private Limited or their designee, along with their guarantee of all payments to be made under Plan, in exchange for the equity of the Reorganized Debtors, as agreed in the parties' Plan Support Agreement. The Court approved the appointment of Stephen Gray as Chapter 11 trustee for the Debtors' estate. The trustee is represented by Saul Ewing LLP. CLOUDEEVA INC: Stephen Gray Removed as Chapter 11 Trustee --------------------------------------------------------- Cloudeeva, Inc., et al., in an adjournment request, stated that on Feb. 3, 2015, the U.S. Bankruptcy Court decided to remove Stephen Gray as Chapter 11 trustee for the Debtor. The Debtor has requested that the Court adjourn a hearing scheduled for Feb. 10, to consider Mr. Gray's motion to settle or otherwise resolve de minimis claims to allow the successor trustee to review the relief being sought and make an independent decision on whether to move forward with same. Creditor Scott Hammel submitted a brief in reply to the objection of Mr. Gray as trustee. Mr. Hammel said that Mr. Gray's opposition was nothing but a personal attack on him. Mr. Hammel, in a supplementary motion to remove Mr. Gray, stated that Mr. Gray cannot comply with his basic duty of trustee disclosure. Mr. Hammel related that Mr. Gray, in his verified statement under penalty of perjury dated Nov. 26, 2014, represented that he had no connections with the Debtors, their creditors or their attorneys and accountants. Mr. Hammel added that Mr. Gray only disclosed connections with Brown Rudnick LLP and Deloitte. Adesh Tyagi, chief executive officer of the Debtors, in a separate filing, joined the motion of Mr. Hammel to remove the Mr. Gray as Chapter 11 trustee. As reported in the Troubled Company Reporter on Jan. 23, 2015, Mr. Hammel opposed the appointment of Mr. Gray and asked the Court to remove Mr. Gray as Chapter 11 trustee. Mr. Hammel is the former senior vice president and general counsel for Cloudeeva, Inc., and a creditor with an administrative priority claim in the case, having submitted a proof of claim in the minimum amount of $91,300 for unpaid postpetition compensation due under a written employment agreement with the Debtor, and statutory penalties against Mr. Gray and the Debtor's estate or violations of California's labor laws. Mr. Hammel asserted that his employment with the Debtor was terminated by Mr. Gray on Jan. 5, 2015, without cause, reason or explanation, and without any advance notice. Mr. Hammel filed its objection to the U.S. Trustee's appointment of Mr. Gray as the Chapter 11 trustee on the grounds that (a) Mr. Gray is unfit to serve as the Chapter 11 Trustee because he has made false and misleading statements in filings with the court and he has failed to timely disclose material information relevant to his appointment, and (b) conflicts of interest raised by Mr. Gray's filings with the Court establish that he should not be allowed to serve as the Chapter 11 trustee in the case. Mr. Hammel noted, among other things, that Mr. Gray was employed by Deloitte CRG, a financial firm affiliated with Deloitte India, an accounting firm that had provided accounting and auditing services to Bartronics Asia PTE Ltd (BAPL) and BAPL's parent company, Bartronics India Ltd. (BIL), a publicly traded company in India, during the period 2009 to 2012. Deloitte India was the official statutory auditor indentified in BIL's annual reports for 2010 and 2011. BAPL and BIL are purported creditors of the Debtor. BAPL has filed a claim in the amount of $5.94 million and BIL has filed a claim for $960,000. Response to Removal Motion Mr. Gray, in his response to the removal motion, stated that Mr. Hammel is nothing more than a disgruntled employee, sour over the trustee's use of his business judgment to terminate Mr. Hammel's employment contract. Notwithstanding Mr. Hammel's submissions, the trustee and his professionals are disinterested parties, with no adverse interests to the Debtors' estates. The Acting U.S. Trustee has requested that the Court deny Mr. Hammel's removal motion because the attenuated relationships relied on by Mr. Hammel do not rise to the level of "cause" for removal Section 324(a) of the Bankruptcy Code. The U.S. Trustee also stated that the Chapter 11 trustee is no longer employed by Deloitte Financial Advisory Services LLP. The Chapter 11 trustee is represented by: Stephen B. Ravin, Esq. Dipesh Patel, Esq. Mark Minuti, Esq. Nathaniel Metz, Esq. SAUL EWING LLP One Riverfront Plaza, Suite 1520 1037 Raymond Boulevard Newark, NJ 07102 Tel: (973) 286-6714 About Cloudeeva, Inc. Cloudeeva, Inc., a public company previously known as Systems America, Inc., is a global cloud services and technology solutions company specializing in cloud, big data and mobility solutions and services. The company provides information technology staffing services to major clients and third party vendors in the United States and India. The company headquarters are in East Windsor, New Jersey, with regional offices in California, Illinois and international offices in India. Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy 32 protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New Jersey, on July 21, 2014. The cases are assigned to Judge Kathryn C. Ferguson. Cloudeeva disclosed $4,989,375 in assets and $6,528,910 in liabilities as of the Chapter 11 filing. The company said only $209,000 is owing to its lender Prestige Capital Corp. and more than $5.2 million is owed for trade vendor payables. The Debtors originally tapped Lowenstein Sandler LLP as counsel. However, they are now seeking the retention of Trenk, DiPasquale, Della Fera & Sodono, P.C., to replace Lowenstein Sandler, who retention was not formally approved by order of the Court. The Debtors have also tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as appellate counsel. Kurtzman Carson Consultants LLC serves as claims and noticing agent. * * * On Aug. 22, 2014, Judge Ferguson entered an order dismissing the Debtors' Chapter 11 cases at the behest of Bartronics Asia PTE Ltd. BAPL asserted that the cases were not filed in good faith. The Debtors subsequently filed an appeal challenging the dismissal of their cases. Since then, District Judge Joel A. Pisano for the District of New Jersey entered an order staying the Case Dismissal Order pending further proceedings. Simultaneously, Judge Pisano reinstated the Debtors' bankruptcy cases and authorized the Debtors to be in possession of their assets and the management of their business as debtors-in-possession, subject to the continuing jurisdiction of the Bankruptcy Court and any further orders of the Bankruptcy Court or the District Court. The Debtor filed a Plan of Reorganization and Disclosure Statement on Oct. 7, 2014. The Plan will be funded by cash on-hand on the Effective Date, cash revenues derived from the Debtors' continued operations, and investment of $1.15 million from Cloudeeva India Private Limited or their designee, along with their guarantee of all payments to be made under Plan, in exchange for the equity of the Reorganized Debtors, as agreed in the parties' Plan Support Agreement. The Court approved the appointment of Stephen Gray as Chapter 11 trustee for the Debtors' estate. The trustee is represented by Saul Ewing LLP. COLT DEFENSE: Obtains $33 Million Term Loan ------------------------------------------- Colt Defense LLC has entered into a $33 million senior secured term loan facility with Cortland Capital Market Services LLC, as agent, which includes the arrangement of certain cash collateralized letters of credit for up to $7 million, of which approximately $5 million will be used in connection with the termination of Colt's existing revolving credit agreement. The Company disclosed in a Form 8-K filed with the U.S. Securities and Exchange Commission it is probable that it may not have sufficient cash and cash equivalents on-hand to be able to meet its obligations as they come due over the next 12 months, including the Company's May 15, 2015, Senior Notes interest payment of approximately $10.9 million, and this factor raises substantial doubt about the Company's ability to continue as a going concern. The Cortland Facility provides for the accrual of interest at a fixed rate of 10% per annum and matures Aug. 15, 2018. The lenders under Colt's existing term loan agreement dated as of Nov. 17, 2014, have also agreed to amendments to the Term Loan Agreement necessary for Colt to enter into the Cortland Facility. Colt has agreed to pay a fee of $650,000 to the lenders under the Existing Credit Agreement in connection with that termination. Colt Retirement Defined Benefit Plan Prior to the acquisition of New Colt Holding Corp. on July 12, 2013, the Company had two defined benefit pension plans, (a) the Colt Defense LLC Bargaining Unit Employees' Pension Plan (covering a significant portion of the Company's hourly employees located in the U.S.) and (b) the Colt Defense LLC Salaried Retirement Income Plan (covering a significant portion of the Company's salaried employees located in the U.S.). NCHC through its wholly owned subsidiary, Colt's Manufacturing Company LLC, also had two defined benefit pension plans, (a) the Colt's Manufacturing Company LLC Bargaining Unit Employees' Pension Plan (covering a significant portion of CMC's hourly employees located in the U.S.) and (b) the Colt's Manufacturing Company LLC Salaried Retirement Income Plan (covering a significant portion of CMC's salaried employees located in the U.S.). Following the Merger, in connection with the Company's legal entity restructuring, on Dec. 31, 2013, the Company's bargaining unit and salaried pension plans were merged into CMC's bargaining unit and salaried pension plans, respectively, with the CMC plans being the surviving plans. In addition, the CMC salaried pension plan was renamed the "Colt Retirement Defined Benefit Plan". On Dec. 31, 2014, the Colt's Manufacturing Company LLC Bargaining Unit Employees' Pension Plan was merged with the CRDBP, thereby consolidating each of the pension plans of the Company and its U.S. subsidiaries into one pension plan. The Company has determined that pension benefits for certain retirees that were hourly employees covered by the CRDBP have been calculated incorrectly since the inception of the pension plans in 1990. The Company believes that any calculation error is limited to pension benefits provided to bargaining unit retirees that retired after the Company's normal retirement age of 65. The Company is working with its external actuarial pension plan consultant to determine which bargaining unit retirees have been affected and to quantify the effect of any calculation error. Any error in individual bargaining unit retiree liability calculation, or any shortfall in historical benefit payments, has the potential to increase the overall liabilities of the CRDBP. At this time, the Company cannot precisely quantify the impact of any historical incorrect benefit calculations but management currently estimates that the CRDBP projected benefit obligation and accrued liabilities as of Dec. 31, 2014, are understated by approximately $3.7 million to $4.7 million in aggregate. This range is the Company's current best estimate, is exclusive of any penalties and is based on facts known as of the date of this filing and such range and facts could change materially as we finalize our evaluation of this matter. Internal Control Over Financial Reporting Management of the Company, which includes the Company's chief executive officer and chief financial officer, has begun its evaluation of the effectiveness of the Company's internal control over financial reporting as of Dec. 31, 2014. As a result of that review, management of the Company has determined material weaknesses exist over inventory transactions and financial statement disclosures, which material weaknesses are in addition to the Company's previously disclosed material weakness relating to contract modifications. Each material weakness could result in a misstatement of account balances or disclosures that would result in a material misstatement to the Company's annual or interim financial statements that would not be prevented or detected. Accuracy of Inventory Transactions The Company performed a physical inventory observation for the Company's West Hartford facility as of Dec. 31, 2014. The preliminary net result of the physical inventory observation was a reduction of inventory of approximately $1.4 million from the Company's previously recorded inventory balance for the Company's West Hartford facility. Although management is still in the process of determining and evaluating the primary causes of the reduction, including whether any of the reduction originated in prior periods, given the preliminary analysis performed to date and the significance of the estimated reduction, management has concluded that the Company did not maintain effective controls over the accuracy of inventory transactions as of Dec. 31, 2014. A preliminary primary cause analysis of the reduction indicates that the Company did not process inventory transactions timely or accurately and that the Company's detective controls, such as the Company's month-end close and reconciliation process, the Company's cycle count program and the Company's purchase price variance reviews, did not prevent the necessity of the reduction. Management has been, and continues to be, actively engaged in performing additional analyses of the cause of the reduction and developing a remediation plan to address the above material weakness. All deficiencies have not been remediated as of the date of this filing. The material weakness will not be fully remediated until, in the opinion of management, the revised control procedures have been operating for a sufficient period of time to adequately demonstrate their effectiveness. The Company plans to disclose its consolidated inventory balance as of Dec. 31, 2014, in its Annual Report on Form 10-K. 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. COLT DEFENSE: S&P Lowers CCR to 'CCC-'; Outlook Negative -------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on U.S.–based gun manufacturer Colt Defense LLC to 'CCC-' from 'CCC'. The rating outlook is negative. The issue-level rating on the unsecured notes is unchanged at 'CC' with a recovery rating of '6', indicating S&P's expectations for negligible (0%-10%) recovery in a payment default scenario. The downgrade reflects an increased likelihood that the company may enter into a debt restructuring in the coming months that S&P would consider a distressed exchange and, hence, a default. An 8-K filed warned that "absent the company achieving its internal forecast for 2015 and the successful execution of management's strategy, including addressing other long-term debt such as the company's senior notes the company believes it is probable that it may not have sufficient cash and cash equivalents on-hand to be able to meet its obligations as they come due over the next 12 months, including the company's May 15, 2015, Senior Notes interest payment of approximately $10.9 million, and this factor raises substantial doubt about the company's ability to continue as a going concern." On Feb. 9, 2015, Colt entered into a new $33 million secured term loan due 2018, which the company used to repay all existing borrowings under the $50 million ABL revolver, which has now been terminated. It also used the new loan for about $5 million of cash collateral backing letters of credit; to pay fees and expenses; and to provide a modest, but unknown, amount of cash to the balance sheet. One of the requirements under a new term loan that Colt recently entered into is that the company must hire a Chief Restructuring Officer by March 11, 2015. "We continue to be uncertain about future revenue and cash flow as Colt has been forced to rely more on international and commercial sales to replace lost U.S. government demand," said Standard & Poor's credit analyst Chris Mooney. "International markets represent a promising opportunity in that they often carry relatively high margins, but they also attract many competitors, and the timing and magnitude of future orders is difficult to predict. Commercial rifle demand is also hard to predict, and sales have declined faster than we had expected in 2014 following a surge in orders last year related to fears of potential legislation to ban the product." COMMUNITY HOME: PennyMac Wants to Proceed with State Law Remedies ----------------------------------------------------------------- Secured creditor PennyMac Corp. Community Home Financial Services, Inc. asks the U.S Bankruptcy Court to lift the automatic stay to proceed with state law remedies. PennyMac is the holder of a note in the amount of $212,600 dated Feb. 1, 2007, and signed by Julieta C. Jones and secured by a deed of trust. PennyMac related that as of Jan. 14, Julieta C. Jones and Leroy Jones have defaulted on the repayment of their deed of trust and movant desires to proceed with its state law remedies including foreclosure. About Community Home Community Home Financial Services, Inc., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012. Community Home Financial is a specialty finance company located in Jackson, Mississippi, providing contractors with financing for their customers. CHFS operates from one central location providing financing through its dealer network throughout 25 states, Alabama, Delaware, and Tennessee. The Debtor scheduled $44.9 million in total assets and $30.3 million in total liabilities. Judge Edward Ellington presides over the case. The Debtor was first represented by Roy H. Liddell, Esq., and Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as Chapter 11 counsel. Wells Marble was terminated Nov. 13, 2013. The Debtor is now being represented by Derek A. Henderson, Esq., in Jackson, Miss. In 2013, the Debtor sought to employ David Mullin, Esq., at Mullin Hoard & Brown LLP, as special counsel. On Jan. 9, 2014, Kristina M. Johnson was appointed as Chapter 11 Trustee for the Debtor. Jones Walker LLP serves as counsel to the Chapter 11 trustee, while Stephen Smith, C.P.A., acts as accountant. * * * On Aug. 8, 2013, the Court approved the Disclosure Statement explaining the Debtor's Plan of Reorganization dated Jan. 29, 2013. In the first quarter of 2014, the Court entered an order holding in abeyance the (i) confirmation of the Debtor's Chapter 11 Plan; and (ii) the objection and amended objection to the confirmation of Plan pending further Court order. CONN'S INC: S&P Affirms 'B' CCR; Outlook Negative ------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Conn's Inc. At the same time, S&P affirmed its 'BB-' issue-level rating on the company's $880 million ABL credit facility and Moody's 'B-' issue-level rating on Conn's $250 million senior unsecured notes. The '1' and '5' recovery ratings on this debt remain unchanged. S&P removed all the ratings from CreditWatch with negative implications, where it placed them on Dec. 9, 2014. The outlook is negative. "Our rating on Conn's reflects our view of the company's high volatility of profitability and its cash flows as evidenced by significant increase in delinquency levels during the past few quarters following a period of more liberal credit underwriting," said credit analyst Mariola Borysiak. "It also reflects our assessment of its participation in the highly fragmented and competitive durable consumer goods segment of the retail industry, small scale, geographic concentration, and focus on financing its credit-constrained customer base." The outlook is negative reflecting S&P's view that the company is undergoing a period of transition and will continue to face elevated delinquency levels and charge-off rates in the upcoming quarters as it works to improve quality of its credit portfolio. S&P could lower the ratings if the company cannot successfully stabilize the performance of its credit portfolio and improve its collection practices. Under this scenario, the company may not be able to collect its receivables outstanding, which could strain its liquidity position. In addition, S&P could lower the ratings if it believes weak financial trends will result in covenant cushion eroding to below 10%. Significant deterioration in retail store sales, perhaps because if pullback in customer financing, could also be a factor in a downgrade. S&P could revise the outlook to stable if the company at least stabilizes performance of its credit portfolio, improves its delinquency rates, and successfully manages its receivables collections, while still maintaining positive same-store sales in retail. CORINTHIAN COLLEGE: CFPB Secures $480MM in Debt Relief for Students ------------------------------------------------------------------- The Consumer Financial Protection Bureau and the U.S. Department of Education announced more than $480 million in forgiveness for borrowers who took out Corinthian College's high-cost private student loans. ECMC Group, the new owner of a number of Corinthian schools, will not operate a private student loan program for seven years and agreed to a series of new consumer protections. "Today's action will provide substantial relief to current and past students who were harmed by Corinthian's predatory lending scheme," said CFPB Director Richard Cordray. "These consumers were lured into high-cost loans destined to default, and then targeted with aggressive debt collection tactics. We will be vigilant to ensure that consumers receive this important relief and that others are protected in the for-profit college industry." In November 2014, the ECMC Group worked with the U.S. Department of Education to reach an agreement to acquire a substantial number of Everest and WyoTech campuses. These campuses were owned by Corinthian Colleges, Inc., which was one of the largest for-profit college companies in the United States, operating more than 100 schools. These activities followed oversight work conducted by the Department of Education related to Corinthian Colleges. In September 2014, the CFPB sued Corinthian Colleges, Inc. for luring tens of thousands of students to take out private loans, known as "Genesis loans," to cover expensive tuition costs by advertising bogus job prospects and career services. The lawsuit also alleges that Corinthian used illegal debt collection tactics to strong-arm students into paying back those loans while still in school. Under the Genesis loan program, nearly all student borrowers were required to make monthly loan payments while attending school. More than 60 percent of Corinthian school students defaulted on these high-cost loans within three years. Even for borrowers who did not default, interest rates were more than twice as expensive compared to interest rates on federal loans. The CFPB's litigation is ongoing. ECMC sought a release from the Bureau from its potential liability for Corinthian's alleged illegal activity. The CFPB believed that a release was appropriate only if ECMC would work to provide substantial relief for borrowers saddled with private student loan debt. Because ECMC has never operated an institution of higher education, the CFPB also sought to ensure that they operate the schools in a fair and transparent manner, given the harm caused by Corinthian. The CFPB granted a release, based on ECMC's agreement to the following: * Provide more than $480 million in debt relief to Corinthian victims: Although Corinthian Colleges will no longer operate the schools, tens of thousands of students remain saddled with debt incurred under Corinthian's alleged predatory and illegal lending scheme. ECMC worked with the CFPB and U.S. Department of Education to secure $480 million in debt relief for borrowers who took out Corinthian's high-cost private student loans. These students will see an immediate 40 percent reduction in the amount that they owe on outstanding private student loans. Eligible borrowers will be notified of the loan forgiveness and automatically receive the relief. * Not offer private student loan programs: The CFPB sued Corinthian Colleges for alleged predatory practices related to its high-cost Genesis loan program. ECMC will not offer its own private student loans to current and future students for a period of seven years. * Halt lawsuits threats and improper debt collection practices: The CFPB's lawsuit alleges that Corinthian engaged in strong-arm tactics to collect private student loan debt. ECMC has taken steps to ensure that borrowers who have outstanding Corinthian loans will not be sued or threatened with legal action. In addition, borrowers will not be harassed or have their debts disclosed to third parties. * Remove negative information from student borrowers' credit reports: Many borrowers lured in by Corinthian's efforts to induce them into high-cost loans have seen their credit report damaged. Credit reporting agencies will receive instructions to delete any existing negative credit reporting information from borrowers' credit reports. * Implement strong, new consumer protections: The CFPB's lawsuit alleges that Corinthian made a range of misrepresentations to prospective students. As part of today's announcement, ECMC is obligated to adhere to an agreement with the U.S. Department of Education that provides for flexible withdrawal policies, clear information on job prospects, and other protections. The document can be found here: http://files.consumerfinance.gov/f/201502_cfpb_bulletin_cfpb-ecmc-agreement.pdf The CFPB will continue to work with ECMC, the Department of Education, and other federal and state stakeholders to ensure that the debt relief and other provisions are adhered to, and current and former Corinthian students get the redress they deserve. Nothing about the agreement with ECMC releases Corinthian from any liability. The CFPB’s lawsuit remains ongoing. In conjunction with the agreement, the CFPB is publishing a consumer bulletin with information for current and former Corinthian students. The consumer bulletin is available at: http://files.consumerfinance.gov/f/201502_cfpb_bulletin_current-and-former-students-enrolled-at-corinthian-owned-schools.pdf The CFPB estimates that there is approximately $1.2 trillion in outstanding student loan debt, with more than 7 million Americans in default on more than $100 billion in balances. Students and their families can find help on how to pay for college and tackle their student debt on the CFPB's website. The Consumer Financial Protection Bureau is a 21st century agency that helps consumer finance markets work by making rules more effective, by consistently and fairly enforcing those rules, and by empowering consumers to take more control over their economic lives. For more information, visit www.consumerfinance.gov COVERIS HOLDINGS: Moody's Rates New $85MM Add-on Unsec. Notes Caa2 ------------------------------------------------------------------ Moody's Investors Service assigned a Caa2 rating to the proposed $85 million incremental 7.875% senior unsecured notes due 2019 of Coveris Holdings S.A. The additional notes will be issued under the indenture, dated as of November 8, 2013 (the "Indenture"), governing Coveris Holdings S.A.'s existing $325.0 million 7 7/8% senior unsecured notes due November 2019 (the "Existing Notes").The company's B3 Corporate Family Rating (CFR), B3-PD Probability of Default Rating are not affected in this rating action. Other instrument ratings are detailed below. The rating outlook remains stable. The proceeds from the additional notes are expected to be used to replace borrowings under the Bank of Montreal (BMO) loan of GBP42.3 million ($64.5 million USD - calculated at the U.S. dollar to euro foreign exchange rate in effect on February 6, 2015) as well as pay related fees and expenses and improve liquidity. The add-on senior notes are expected to have substantially the same terms as the existing senior notes including the maturity date. Although the transaction increases debt by $22 million, the impact on proforma credit metrics is not material. Additionally, approximately $17.5 million of the $22 million increase in debt will added to cash to further bolster liquidity. Moody's took the following rating actions: Coveris Holdings S.A. -- Assigned $85 million add-on Senior Unsecured Notes due November 2019 Caa2, LGD5; -- Unchanged on the existing $325 million 7.875% Senior Unsecured Notes due November 2019 Caa2, LGD5 -- Unchanged on the existing $652 million (USD equivalent) Senior Secured Bank Term Loan due November 2019 B1, LGD3; -- Unchanged on the Corporate Family Rating B3; -- Unchanged on the Probability of Default Rating B3-PD; -- Unchanged on the Speculative Grade Liquidity Rating SGL-3; Coveris Holding Corp. (formerly Exopack Holding Corp.) -- Unchanged on the existing $235 million 10% Senior Unsecured Notes due May 2018 Caa2, LGD5 The rating outlook is stable. Ratings Rationale The B3 Corporate Family Rating reflects Coveris' reliance on synergies to generate positive free cash flow, concentration of sales and challenging competitive environment. The rating also reflects the company's financial aggressiveness, primarily commoditized product line and significant percentage of business that is not under contract with cost pass-through provisions. The company has a concentration of sales with customers and in cyclical end markets. Additionally, Coveris operates in a competitive and fragmented industry with strong price competition. Approximately 42% of business is not under contract with cost pass-through provisions and is therefore subject to market forces. The business under contract has lengthy lags in contractual cost pass-through provisions with many customers and lacks pass-throughs for costs other than raw materials. Approximately, two-thirds of EBITDA is from outside the US, but approximately two-thirds of interest expense is in US dollars. The rating is supported by the anticipated impact of realized and projected synergies on operating results and adequate liquidity. The rating is also supported by the concentration of sales to food end markets, the significant percentage of business under long-term contracts with raw material cost pass-through provisions and some production of custom products. The company generates approximately 48% of proforma revenue from food end markets and has 58% of business under long-term contracts with raw material cost pass-through provisions. Coveris has long-standing relationships with customers and has some geographic diversity. The company has realized a significant amount of synergies and is expected to continue to undertake various initiatives. Additionally, the sponsor retains over $400 million in equity in the combined entity. Coveris also has adequate liquidity for the rating horizon. Coveris's SGL-3 liquidity rating reflects an expectation of weak free cash flow offset by expected adequate availability on various credit facilities over the next 12 months. Credit facilities include a $110 million ABL at Coveris US and an aggregate of $175.0 million in total (equivalent) in European ABL facilities (details below) . All of the facilities expire May 2016. Peak working capital occurs in the first half of the calendar year. Term loan amortization is 1% and the term loan does not have any financial covenants. The next debt maturity is the $235 million 10.0% senior unsecured bonds due June 2018. Most assets are fully encumbered by the secured debt leaving little in the way of alternate liquidity. The stable outlook reflects an expectation that the company will successfully execute on its integration and operating plan and generate positive free cash flow while maintaining adequate liquidity. Coveris has little room for negative variance in its operating results and will need to achieve projected operating results to maintain the current rating and outlook. The rating could be downgraded if there is deterioration in credit metrics or the operating and competitive environment or if the company fails to generate positive free cash flow. The rating could also be downgraded if there is another significant acquisition or dividend or Exopack fails to maintain adequate liquidity. Specifically, the rating could be downgraded if free cash flow remains negative, debt to EBITDA rises above 6.75 times and/or EBIT interest coverage declines to below 1.0 time. The rating could be upgraded if Exopack sustainably improved credit metrics, maintained good liquidity and followed a less aggressive financial policy. Any upgrade would be contingent upon stability in the operating and competitive environment and the successful integration of the merged entities. Specifically, Exopack could be upgraded if debt to EBITDA declined to below 6.0 times, free cash flow to debt improved to 4.5% or better and EBIT to interest expense remained above 1.4 times. The principal methodology used in this rating was Global Packaging Manufacturers: Metal, Glass, and Plastic Containers published in June 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CRUMBS BAKE SHOP: Buyer Drops Appeal in Brand Licensing Row ----------------------------------------------------------- Law360 reported that the joint venture that scooped up Crumbs Bake Shop Inc. out of Chapter 11 has dropped an appeal claiming that a group of trademark licensees lost their rights to use the Crumbs name in the transaction, according to court papers announcing a settlement. The report related that under the proposed deal, the company that now runs the Crumbs operation will kick in $40,000 for creditors of the bankruptcy estate to put to bed a lingering dispute over which entity owned certain royalties under intellectual property contracts. About Crumbs Bake Shop Crumbs Bake Shop, Inc., and 22 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D.N.J. Lead Case No. 14- 24287) on July 11, 2014. John D. Ireland signed the petitions as chief financial officer. Crumbs Bake Shop estimated assets of $10 million to $50 million and the same range of liabilities. Cole, Schotz, Meisel, Forman & Leonard, P.A., acts as the Debtors' counsel. Prime Clerk LLC is the Debtors' claims and noticing agent. Judge Michael B. Kaplan oversees the jointly administered cases. The U.S. Trustee appointed three creditors to serve in the Official Committee of Unsecured Creditors. Sharon L. Levine, Esq., at Lowenstein Sandler LLP serves as Committee's counsel. * * * On July 7, 2014, the Board of Directors of Crumbs Bake Shop determined to cease operations effective immediately. The Board's determination was made after the Company lacked sufficient liquidity to maintain current operations. On the petition date, Crumbs entered into an Asset Purchase Agreement through which Lemonis Fischer Acquisition Company, LLC, a joint venture created by Marcus Lemonis LLC and Fischer Enterprises, L.L.C., will acquire the Crumbs' business as part of the Company's Chapter 11 filing. Lemonis Fischer Acquisition is represented by Louis Price, Esq., at McAfee & Taft PC. On Aug. 29, 2014, Crumbs Bake Shops completed the sale of its assets for a credit bid of $7,140,000 and the assumption of various liabilities. There are no cash proceeds and the credit bid resulted in the repayment of all indebtedness to Lemonis Fischer Acquisition, which held a first priority security interest in the assets of the Company. The Company's remaining assets will be liquidated and the proceeds thereof will be utilized to pay unsecured liabilities in accordance with applicable law and certain advisors' fees and expenses. The Company does not expect that there will be any proceeds available for distribution to shareholders. CUI GLOBAL: Marathon Capital Held 6.1% Equity Stake as of Dec. 31 ----------------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Marathon Capital Management, LLC, disclosed that as of Dec. 31, 2014, it beneficially owned 1,258,762 shares of common stock of CUI Global, Inc., representing 6.1 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/aZk9c7 About CUI Global Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx, Inc., is a platform company dedicated to maximizing shareholder value through the acquisition, development and commercialization of new, innovative technologies. CUI Global reported a net loss allocable to common stockholders of $1.75 million in 2013, a net loss allocable to common stockholders of $2.52 million in 2012 and a net loss allocable to common stockholders of $48,800 in 2011. The Company's balance sheet at Sept. 30, 2014, showed $98.2 million in total assets, $26.6 million in total liabilities and $71.7 million in total stockholders' equity. D.A.B. GROUP: To Sell Orchard Property to Lone Bidder ----------------------------------------------------- D.A.B. Group LLC said it canceled the auction of its assets after the company didn't receive bids from other potential buyers. With the cancellation of the auction, Arcade Orchard Street LLC will be considered the successful bidder for the assets, D.A.B. Group said in a filing it made in U.S. Bankruptcy Court for the Southern District of New York. The assets to be sold include D.A.B. Group's partially constructed hotel project at 139-141 Orchard Street, in New York. Real estate broker Massey Knakel Realty Services helped the company market the property. Arcade, which would have served as the stalking horse bidder had the auction pushed through, offered $33 million for the assets. A copy of the sale agreement between Arcade and D.A.B. Group is available for free at http://is.gd/cwDN2f About DAB Group D.A.B. Group LLC, owner of a stalled 16-story Allen Street Hotel project in Orchard Street, New York, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-12057) in Manhattan on July 14, 2014, to pursue a prompt sale of the property. The case is assigned to Judge Shelley C. Chapman. The property has been in the hands of a receiver since July 18, 2011. Simon J.K. Miller, of Blank Rome LLP, serves as receiver. J. Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP, in New York, serves as counsel to the Debtor. DAB Group said in a court filing that its property is continguous to the commercial property owned by its affiliate, 77-79 Rivington Street Realty LLC (Bankr. S.D.N.Y. Case No. 14-10339). Accordingly, DAB's Chapter 11 case is being filed as a related proceeding. DAVID CASSIDY: Files for Chapter 11 Bankruptcy Protection --------------------------------------------------------- Dawn McCarty at Bloomberg News reports that David Cassidy filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 15 -12588) on Feb. 11, 2015, citing both assets and debt of as much as $10 million. Bloomberg News says that Mr. Cassidy listed among other liabilities credit card debt including $21,000 owed to American Express and $17,000 owed to Citi bank. David Cassidy is a heartthrob star of the 1970s sitcom The Partridge Family. He has homes in Florida and Saratoga Springs, New York. DENDREON CORP: Hearing to Approve Asset Sale Scheduled for Feb. 20 ------------------------------------------------------------------ Dendreon Corporation on Feb. 10 disclosed that the bid deadline provided by the Court-approved bidding procedures for the sale of substantially all of the Company's assets has expired without receipt of additional qualified bids. The Company previously entered into an asset purchase agreement with Valeant Pharmaceuticals International, Inc. through which Valeant will acquire the world-wide rights of PROVENGE(R) (sipuleucel-T) and certain other Dendreon assets for $400 million. A hearing at which Dendreon and Valeant will seek the required Court approval of the sale is scheduled for February 20, 2015. "The robust sale process resulted in an agreement that maximizes the value of Dendreon while allowing PROVENGE to remain commercially available to patients and providers," said W. Thomas Amick, president and chief executive officer of Dendreon. "We are confident that Valeant will be a strong owner for PROVENGE and patients will be able to receive treatments with no disruption moving forward. We want to thank our employees whose continued hard work, dedication and commitment to serving our physicians and their patients enabled us to move through this process." Dendreon anticipates the completion of the sale to Valeant to occur by the end of February 2015, subject to certain closing conditions, including approval from the Court. Court documents and additional information are available through Dendreon's claims agent, Prime Clerk, at https://cases.primeclerk.com/dendreon or 844-794-3479. Skadden, Arps, Slate, Meagher & Flom LLP is serving as the Company's legal advisor, AlixPartners is serving as its financial advisor and Lazard is serving as its investment bank. Weil, Gotshal & Manges LLP acted as legal advisor to Valeant. 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. DENDREON CORP: Judge Extends Deadline to Remove Suits to July 9 --------------------------------------------------------------- U.S. Bankruptcy Judge Laurie Selber Silverstein has given Dendreon Corp. until July 9 to file notices of removal of lawsuits involving the company and its affiliates. 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. EASTMINSTER SCHOOL: To File for Chapter 11 Bankruptcy Protection ---------------------------------------------------------------- The board of Eastminster School has decided to enter the school into Chapter 11 bankruptcy protection, Ryan McKenzie at Rockdalecitizen.com reports, citing headmaster Blake Craft. Rockdalecitizen.com quoted Mr. Craft as saying, "The process is expected to take several months, so the future of the school is uncertain beyond the present school year." The report adds that the School is awaiting a court decision to find out if its debt load will be restructured in the school's favor. Mr. Craft, Rockdalecitizen.com relates, said in a letter addressed to parents on Jan. 14, 2015, that the School will no longer exist in its present form after the end of 2014-15. According to the report, Mr. Craft said, "Eastminster will continue to provide students with our current services and will finish out the 2014-15 school year. The staff has been notified of the situation and parents should make backup plans for current students to attend a different school next year in case Eastminster is forced to close." Rockdalecitizen.com says that the School has struggled financially for some time. The report states that toward the end of the 2013-14 school year the School had to raise $197,000 and obtain 120 student contracts by May 16 to remain open for the year. The School, according to the report, was able to overcome that financial crisis, getting the funds and student contracts needed to operate for 2014-15. The School could emerge from restructuring and "continue as a going enterprise," should parents commit to keep the school going, Rockdalecitizen.com relates, citing Mr. Craft. Eastminster School is a private school in Conyers, Rockdale County, Georgia. ELLERIE CLEVELAND: Trustee Succeeds to Power of Sale over LLC ------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Chief U.S. District Judge Gloria M. Navarro in Reno, Nevada, ruled that when an individual bankruptcy owns a limited-liability corporation, the trustee automatically has the right to take control and sell the LLC's assets. According to the report, Judge Navarro disagreed with a bankruptcy court and sided with courts holding that the trustee succeeds to all the owner's rights and need take no further action to exercise control. The case is Schwartzer v. Cleveland (In re Cleveland), 14-00068, U.S. District Court, District of Nevada (Reno). ENERGY FUTURE: Can Hire SOLIC Capital as Financial Advisor ---------------------------------------------------------- The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware authorized Energy Future Holdings Corp. and its debtor-affiliates to employ SOLIC Capital Advisors LLC as their financial advisor. The firm will provide a variety of financial advisory and other services to the Debtors: a) reviewing bid procedures and progress in developing a plan of reorganization; b) reviewing inter-company claims between the Company and other affiliates; c) reviewing financial elements pertaining to key tax issues; d) reviewing financing proposals received to date and future financing needs of the Company; and e) such other matters as may be agreed upon which are consistent with SOLIC's experience. The Debtors agreed to pay the firm a monthly fixed fee payment of $200,000. The firm's professionals and their standard hourly rates: Designations Hourly Rates ------------ ------------ Senior Managing Directors $750-$895 Managing Directors $695-$825 Directors $550-$695 Associate Directors $450-$550 Managing Consultants $350-$450 Consultants/Associates $245-$350 Paraprofessionals $95-$125 Neil F. Luria, senior managing director and president of SOLIC Capital, assured the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Neil F. Luria Raoul Nowitz SOLIC Capital Advisors LLC 1603 Orrington Avenue, Suite 1600 Evanston, IL 60201 Tel: 847-583-1618 Email: nluria@soliccapital.com rnowitz@soliccapital.com 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: Court Extends Lease-Decision Deadline to Feb. 23 --------------------------------------------------------------- The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware extends until Feb. 23, 2015, Energy Future Holdings Corp., et al.'s time to assume or reject unexpired nonresidential real property leases under 11 U.S.C. Section 365(d)(4). 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. ENVISION PHARMA: Rite Aid Deal No Impact on Moody's 'B3' CFR ------------------------------------------------------------ Moody's Investors Service commented that Envision Pharmaceutical Holdings, Inc.'s ratings (B3 CFR) and stable outlook remain unchanged following news that Rite Aid Corporation (B2 CFR ratings on review for downgrade) plans to acquire Envision for approximately $2 billion, of which $1.8 billion will be funded with incremental debt. Envision Pharmaceutical Holdings, Inc. is a PBM headquartered in Twinsburg, Ohio. The company serves a number of customers including employer groups, hospitals, unions, regional managed care organizations, as well as Medicare Part D and state Medicaid plans. The company operates four main business segments - commercial/consumer PBM, Envision Insurance Company (EIC), DesignRx (infertility prescription discount program), and Orchard (mail order and specialty pharmacy). Envision was purchased by TPG in 2013 for $885 million. EPD INVESTMENT: Statute of Repose Tolled by Sec. 546(a), Judge Says ------------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the U.S. Bankruptcy Appellate Panel for the Ninth Circuit in San Francisco, in a decision dated Jan. 7, 2015, ruled that the statute of repose is tolled by Section 546(a) of the Bankruptcy Code. The Appellate Panel held that "so long as a state-law fraudulent transfer claim exists on the petition date (or the date the order for relief is entered), i.e., the state's applicable repose period governing the action has not yet expired on the petition date (or the order for relief date), the trustee may bring the avoidance action under Section 544(b), provided it is filed within the limitations period in Section 546(a). The "reach back" period is established on the petition date (or the order for relief date) and encompasses all transfers within the relevant period provided by state law. In the case before the Appellate Panel, the Appellate Panel said "the Trustee should have been allowed to bring a claim for those transfers occurring within seven years prior to the petition date -- i.e., back to December 7, -- and the bankruptcy court erred in dismissing his First Claim under Civil Rule 12(b)(6) to the extent it sought to avoid the transfers to Bank of America from December 24, 2003 through November 21, 2005, and the transfers to Countrywide from December 15, 2003 through November 16, 2005. Because Trustee timely filed his First Claim within the two years prescribed in § 546(a)(1)(A), recovery of these transfers was not time-barred." The appeals are JASON M. RUND, Chapter 7 Trustee, Appellant, v. BANK OF AMERICA CORPORATION; BANK OF AMERICA, N.A.; FIA CARD SERVICES, N.A. fka MBNA; AMERICA BANK, Appellees; and JASON M. RUND, Chapter 7 Trustee, Appellant, v. COUNTRYWIDE HOME LOANS, INC., and BANK OF AMERICA, N.A., Appellees, BAP Nos. CC-13-1374-KiKuDa and CC-13-1375-KiKuDa. A full-text copy of the Decision is available at http://bankrupt.com/misc/EPD0107.pdf EXELIXIS INC: Meditor Group Reports 9.7% Stake as of Dec. 31 ------------------------------------------------------------ In an amended schedule 13G filed with the U.S. Securities and Exchange Commission, Meditor Group Ltd. and Meditor European Master Fund Ltd. disclosed that as of Dec. 31, 2014, they beneficially owned 19,070,213 shares of common stock of Exelixis, Inc., representing 9.7 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/TCwBFF About Exelixis Inc. Headquartered in South San Francisco, California, Exelixis, Inc., develops innovative therapies for cancer and other serious diseases. Through its drug discovery and development activities, Exelixis is building a portfolio of novel compounds that it believes has the potential to be high-quality, differentiated pharmaceutical products. The Company's balance sheet at Sept. 30, 2014, showed $384 million in total assets, $442 million in total liabilities and total stockholders' deficit of $58.5 million. Exelixis reported a net loss of $245 million in 2013 following a net loss of $148 million in 2012. FAMILY CHRISTIAN: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Family Christian Holding, LLC 15-00642 Family Christian, LLC 15-00643 5300 Patterson Avenue SE Grand Rapids, MI 49530 FCS Giftco, LLC 15-00644 5300 Patterson Avenue SE Grand Rapids, MI 49530 Type of Business: Family Christian Holding, LLC, is the sole owner and member of Family Christian, LLC, which operates and runs Family Christian stores, one of the largest retail sellers of Christian books, music, DVDs, church supplies, and other faith based merchandise. Chapter 11 Petition Date: February 11, 2015 Court: United States Bankruptcy Court Western District of Michigan (Grand Rapids) Judge: Hon. John T. Gregg (15-00643) Hon. Scott W. Dales (15-00644) Debtors' Counsel: A. Todd Almassian, Esq. KELLER & ALMASSIAN PLC 230 East Fulton St. Grand Rapids, MI 49503 Tel: (616) 364-2100 Email: ecf@kalawgr.com - and - Erich Durlacher, Esq. Brad Baldwin, Esq. Bryan Glover, Esq. BURR & FORMAN LLP 171 17th Street, N.W. - Suite 1100 Atlanta, Georgia 30363 Tel: (404) 815-3000 Fax: (404) 817-3244 Emails: edurlacher@burr.com bbaldwin@burr.com bglover@burr.com Estimated Estimated Assets Liabilities ------------ ------------ Family Christian, LLC $50MM-$100MM $50MM-$100MM FCS Giftco, LLC $0-$50,000 $50MM-$100MM The petition was signed by Chuck Bengochea, president and CEO. A. List of Family Christian's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ B&H Publishing Group $516,414 Attn: Accounts Receivable, MSN 127 Ninth Ave N Nashville, TN 37234 Baker Book $445,073 House-Consignment Attn: Bill Shady 6030 E Fulton Ada, MI 49301-6287 Barbour Publishing Inc. $572,002 10180 Barbour DR SE Uhrichsville, OH 44583 Capitol Christian Distribution $3,614,286 101 Winners Circle North Brentwood, TN 37027 Christian Arts Gifts-Consignm $789,649 359 Longview DR Bloomingdale, IL 60108 Dayspring Cards $2,004,259 21154 Hwy 16E Siloam Springs, AR 72761-5324 Demdaco $937,928 7500 W 160th St Stilwell, KS 66085 Dicksons $1,035,510 709 B Ave Seymour, IN 47274 Faithwords $537,374 12 Cadillac Drive Suite 480 Brentwood, TN 37027-5272 Good News/Crossway Books $573,657 Attn: Bill Anderson 1300 Crescent St Wheaton, IL 60187 Harper Collins $7,537,073 Christian Publi 3900 Sparks DR SE Grand Rapids, MI 49546 Harvest House Publishers $456,902 990 Owen Loop North Eugene, OR 97402-9173 Kerusso Inc- $422,875 Consignment 402 Hwy 62 Spur Berryville, AR 72616 Provident Music Distribution $2,166,416 741 Cool Springs Blvd Franklin, TN 37067 Pure Flix Entertainment $341,192 15300 N 90th N 90th St Ste 900 Scottsdale, AZ 85260 100 Biblica Way Elizanethton, TN 37643 Send The Light $418,696 Advocate Christian Products 100 Biblica Way Elizabethton, TN 37643 Spring Arbor/Ingram Distributi $689,533 Attn: Pricilla Hobbs 1 Ingram Blvd Lavergne, TN 37086 Tyndale House Publishers $1,716,136 Attn: Sharon Heggeland 351 Executive DR Carol Stream, Il 60188 Waterbrook/Random House $458,538 400 Hahan Rd Attn: Katherine Hill Customer Service Westminster, MD 21157 Word Entertainment $1,686,436 Attn: Ricky Widmer 25 Music Square West Nashville, TN 37203 B. List of FCS Giftco's two Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Credit-Suisse AG Loan Guaranty $34,000,000 Caymand Island Attn: Jens Ernberg 11 Madison Ave New York, NY 10010 FC Special Funding, LLC Loan Guaranty $23,000,000 1050 Crown Pointe Pkwy Suite 950 Atlanta, GA 30338 FAMILY CHRISTIAN: Retailer Hits Ch. 11 After Sales Slump -------------------------------------------------------- Family Christian LLC, a Georgia-based Christian merchandise retailer, sought protection under Chapter 11 of the Bankruptcy Code on Feb. 12 following years of sales decline, various news sources reported. Law360 reported that weighed down by a seven-year decline in sales and $98 million in debt, Family Christian filed for Chapter 11 in a Michigan bankruptcy court, vowing to avoid layoffs and weather the restructuring with the help of its nonprofit parent company. Law360 noted that Family Christian recently switched to a nonprofit model and has indicated that the charity that owns its holding company is the stalking horse bidder on a friendly deal to purchase the company. Katy Stech, writing for Daily Bankruptcy Review, reported that Family Christian said sales of its religious books, music and church supplies at its 266 retail stores have steadily fallen for years. The DBR report said officials who put the Michigan-based chain into Chapter 11 protection said the buyer has promised to keep the 3,100-worker chain -- which is one of the country's largest retailers of Christian products -- open for business. FIRST DATA: Posts $11.8 Million Net Income in Fourth Quarter ------------------------------------------------------------ First Data Corporation reported net income attributable to the Company of $11.8 million on $2.88 billion of total revenues for the three months ended Dec. 31, 2014, compared to a net loss attributable to the Company of $123.1 million on $2.79 billion of total revenues for the same period in 2013. For the 12 months ended Dec. 31, 2014, the Company reported a net loss attributable to the Company of $457.8 million on $11.15 million of total revenues compared to a net loss attributable to the Company of $869.1 million on $10.80 billion of total revenues during the prior year. As of Dec. 31, 2014, First Data had $34.26 billion in total assets, $31.55 billion in total liabilities, $70.4 million in redeemable noncontrolling interest and $2.64 billion in total equity. "Our historic fourth quarter, and the year as a whole, demonstrated the continued transformation of First Data," said Chairman and CEO Frank Bisignano. "This past year saw the launch of numerous new products, the development of strategic partnerships, and a significantly strengthened capital position. We look to 2015 and beyond with great anticipation as we leverage our assets, relationships, and innovative solutions to help drive the future of commerce." A full-text copy of the press release is available for free at: http://is.gd/d1U8Mr About First Data Based in Atlanta, Georgia, First Data Corporation provides commerce and payment solutions for financial institutions, merchants, and other organizations worldwide. First Data reported a net loss attributable to the company of $869 million in 2013, a net loss of $701 million in 2012 and a net loss of $516 million in 2011. * * * The Company carries a 'B3' corporate family rating, with a stable outlook, from Moody's Investors Service, a 'B' corporate credit rating, with stable outlook, from Standard & Poor's, and a 'B' long-term issuer default rating from Fitch Ratings. FLINTKOTE COMPANY: Has Deal with Ex-Parent, Amends Confirmed Plan ----------------------------------------------------------------- The Flintkote Company and Flintkote Mines Limited modified their confirmed amended joint plan of reorganization to incorporate the terms of a comprehensive settlement between the Debtors and Imperial Tobacco Canada Limited, f/k/a Imasco Limited (Canada). The Prior Plan was confirmed by the U.S. Bankruptcy Court for the District of Delaware by order dated December 21, 2012, and the District Court affirmed confirmation of the Prior Plan by order dated July 10, 2014. At the time of confirmation, Imperial, Flintkote's former indirect parent company, was the only objector to confirmation of the Prior Plan and subsequently appealed both the Bankruptcy Court's order confirming the Prior Plan and the District Court Affirmation Order. Imperial's appeal of the District Court Affirmation Order is currently pending before the United States Court of Appeals for the Third Circuit. The Plan Proponents and Imperial, on December 17, 2014, entered into the Settlement Agreement, which resolves all outstanding disputes and claims between the Debtors and their Estates and Imperial, including the Dividend Recovery Litigation. Under the Settlement Agreement, Imperial has agreed to pay the cash sum of $575 million to the Debtors and their Estates. On December 19, 2014, Imperial caused the Settlement Funds to be transferred by wire transfer to Citibank N.A., as Escrow Agent. The Settlement Funds, along with any interest accrued thereon, net of fees, will be released to Reorganized Flintkote and the Trust only upon confirmation of the Plan and satisfaction of all conditions in the Settlement Agreement. In exchange for payment of the Settlement Funds, Imperial requires confirmation of the Plan, and entry of a confirmation order (as affirmed by the District Court) that provides Imperial and certain related parties with the protection of the Third Party Injunction pursuant to Section 524(g) of the Bankruptcy Code, certain estate releases, and the Supplemental Settlement Bar Order. To facilitate the confirmation of the Plan and to comply with relevant requirements under the Settlement Agreement, the Debtors seek authority to count votes previously cast on the Prior Plan as votes on the modified Plan, subject to providing an opportunity to holders of asbestos personal injury claims, holders of unsecured claims and equity interests in Mines to change their votes. The Debtors' counsel, Kevin T. Lantry, Esq., at Sidley Austin LLP, in Los Angeles, California, tells the Court that the Plan does not materially and adversely impact creditors as the modified Plan provides the same election for holders of unsecured claims, which is either a 35% cash payout on the effective date or a deferred distribution equal to an initial payment of 5% of their allowed claim. The Debtors ask the Court to convene a hearing on March 17, 2015, to consider approval of the Second Supplement Disclosure Statement and the solicitation and tabulation protocol. The Debtors propose that the Court set June 2, 2015, as the Supplemental Voting Deadline by which all ballots must be properly executed and received by the voting agent. Moreover, the Debtors propose the confirmation hearing to be held on Aug. 10, 2015, and the confirmation objection deadline on July 8. A full-text copy of the Second Supplement Disclosure Statement dated Feb. 9, 2015, is available at http://bankrupt.com/misc/FLINTKOTEds0209.pdf About The Flintkote Company Headquartered in San Francisco, California, The Flintkote Company is engaged in the business of manufacturing, processing and distributing building materials. Flintkote Mines Limited is a subsidiary of Flintkote Company and is engaged in the mining of base-precious metals. The Flintkote Company filed for Chapter 11 protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004. Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D. Del. Case No. 04-12440) on Aug. 25, 2004. Kevin T. Lantry, Esq., Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E. Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin, LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Del., represent the Debtors in their restructuring efforts. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel, Esq., at Caplin & Drysdale, Chartered, in Washington, D.C.; and Philip E. Milch, Esq., at Campbell & Levine, LLC, in Wilmington, Del., represent the Asbestos Claimants Committee as counsel. James J. McMonagle, is the legal representative for future claimants. The FCR has retained Dr. Timothy Wyant as claims evaluation consultant. The FCR is represented by James L. Patton, Jr., Esq., and Edwin J. Harron, Esq., at Young Conaway Stargatt & Taylor, LLP; and Reginald W. Jackson, Esq., at Vorys, Sater, Seymour & Pease LLP. When Flintkote filed for protection from its creditors, it estimated more than $100 million each in assets and debts. When Flintkote Mines Limited filed for protection from its creditors, it estimated assets of $1 million to $50 million, and debts of more than $100 million. The Debtors' Chapter 11 cases have been re-assigned to Judge Mary F. Walrath in line with the retirement of former Bankruptcy Judge Judith Fitzgerald. FOREST OIL: Vanguard Reports Less Than 1% Stake as of Dec. 31 ------------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, The Vanguard Group disclosed that as of Dec. 31, 2014, it beneficially owned 1,059,408 shares of common stock of Forest Oil Corp representing .53 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/TtQOLF About Forest Oil Forest Oil is an independent oil and gas company engaged in the acquisition, exploration, development, and production of oil, natural gas, and natural gas liquids ("NGLs") primarily in North America. Ernst & Young LLP, in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent accounting firm noted that the Company has determined that it expects to fail a financial covenant in its Credit Facility sometime prior to the end of 2014, which could result in the acceleration of all borrowings thereunder and the Company's senior unsecured notes due 2019 and 2020. This raises substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2014, the Company had $927 million in total assets, $1.07 billion in total liabilities and a $148 million total shareholders' deficit. * * * As reported by the TCR on Aug. 25, 2014, Standard & Poor's Ratings Services said that its 'B-' corporate credit rating and its other ratings on Denver-based Forest Oil Corp. remain on CreditWatch with positive implications, pending the close of a merger transaction with Sabine Oil & Gas LLC. FOUNDATION HEALTHCARE: Further Amends 3MM Units Prospectus ---------------------------------------------------------- Foundation Healthcare, Inc., amended its registration statement with the U.S. Securities and Exchange Commission relating to the sale of 3,000,000 units at a price per Unit of $[ ], with each Unit consisting of one share of the Company's common stock and one warrant to purchase 0.5 of one share of the Company's common stock at an exercise price of $[ ] per Warrant Share. The Company amended the Registration Statement to delay its effective date. Eighty-five percent of the Shares included in the Units and of the Warrant Shares acquirable upon exercise of the Warrants will be newly issued shares of the Company's common stock offered by the Company and 15% will be existing shares of its common stock offered by the selling stockholders. The Company will not receive any of the proceeds from the sale of the Shares or Warrant Shares acquirable upon exercise of the Warrants being sold by the selling stockholders. The Warrants will expire in 2018, three years from the date of the issuance. The Shares and the Warrants are immediately separable and will be issued separately. No fractional Warrants will be issued. The Company's common stock is quoted on the OTCQB marketplace under the symbol "FDNHD" until approximately Feb. 6, 2015, as the result of the Company's Reverse Split. Beginning on or around Feb. 9, 2015, the Company's common stock will resume trading on the OTCQB marketplace under the symbol "FDNH." On Jan. 8, 2015, the Company effected a 1-for-10 reverse stock split of the Company's outstanding common stock. The last reported sale price of the Company's common stock on the OTCQB on Feb. 5, 2015, was $4.00 per share. There is no established public trading market for the Warrants, and the Company does not expect a market to develop. In addition, the Company does not intend to apply for listing of the Warrants on any national securities exchange or other nationally recognized trading system. A full-text copy of the Form S-1/A is available for free at: http://is.gd/IxBUpr About Foundation Healthcare Oklahoma-based Foundation Healthcare is a healthcare services company primarily focused on owning controlling interests in surgical hospitals and the inclusion of ancillary service lines. The Company currently owns controlling and noncontrolling interests in surgical hospitals located in Texas. The Company also owns noncontrolling interests in ambulatory surgery centers ("ASCs") located in Texas, Oklahoma, Pennsylvania, New Jersey, Maryland and Ohio. Additionally, the Company provides sleep testing management services to various rural hospitals in Iowa, Minnesota, Missouri, Nebraska and South Dakota under management contracts with the hospitals. The Company provides management services to a majority of its Affiliates under the terms of various management agreements. Prior to Dec. 2, 2013, the Company's name was Graymark Healthcare, Inc. Foundation Healthcare reported a net loss attributable to Foundation Healthcare common stock of $20.4 million on $93.1 million of revenues for the year ended Dec. 31, 2013, as compared with net income attributable to Foundation Healthcare common stock of $2.45 million on $53 million of revenues in 2012. Hein & Associates LLP, in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company had insufficient working capital as of Dec. 31, 2013, to fund anticipated working capital needs over the next twelve months. These conditions raise substantial doubt about the Company's ability to continue as a going concern. FREEDOM INDUSTRIES: March 3 Hearing on Outcome of Spill Case ------------------------------------------------------------ U.S. Bankruptcy Judge Ronald Pearson in West Virginia will convene a hearing on March 3 and invited professionals of Freedom Industries Inc., environmental regulators, the U.S. Trustee and spill claimants to weigh in on what should happen to the little that remains of the company, given the company doesn't have enough cash to pay claims, Peg Brickley, writing for Daily Bankruptcy Review, reported. Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Judge Pearson said Freedom Industries, whose leaking chemical tank rendered much of West Virginia's water undrinkable last year, doesn't have enough cash to pay professional expenses of the Chapter 11 effort and the $200 million in spill damage claims filed by 3,800 individuals and businesses dwarfs the $7 million owing to trade suppliers. The Bloomberg report related that, in terms of assets, Freedom had $1.5 million in cash remaining while facing claims of $3.2 million for unpaid professional fees, although it is yet to collect about $3.2 million from an insurance policy. The Bloomberg bankruptcy columnists pointed out that without saying so directly, Judge Pearson might be expecting someone will file a motion for conversion of the case to Chapter 7 as converting the case to Chapter 7 would solve the distribution problem because expenses of the Chapter 7 trustee in finishing the case would take precedence over Chapter 11 costs. About Freedom Industries Freedom Industries Inc., is engaged principally in the business of producing specialty chemicals for the mining, steel and cement industries. The Debtor operates two production facilities located in (a) Nitro, West Virginia; and (b) Charleston, West Virginia. The company, connected to a chemical spill that tainted the water supply in West Virginia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan. 17, 2014. The case is assigned to Judge Ronald G. Pearson. The petition was signed by Gary Southern, president. The Debtor is represented by Mark E Freedlander, Esq., at McGuire Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson, Esq., at Barth & Thompson, in Charleston, West Virginia. On Dec. 31, 2013, four companies merged under the umbrella of Freedom Industries: Freedom Industries Inc., Etowah River Terminal LLC, Poca Blending LLC and Crete Technologies LLC. As reported in the Troubled Company Reporter on Feb. 20, 2014, Kate White, writing for The Charleston Gazette, reported that the Debtor disclosed $16 million in assets and $6 million in liabilities when it filed for bankruptcy. On Feb. 5, 2014, the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Frost Brown Todd LLC as counsel. On March 18, 2014, the Bankruptcy Court approved the hiring of Mark Welch at MorrisAnderson in Chicago as Freedom's chief restructuring officer. GENERAL MOTORS: Frets Buyback Would Freeze Credit Rating -------------------------------------------------------- Christina Rogers and Mike Spector, writing for The Wall Street Journal, reported that General Motors Co. is weighing the potential impact on its investment grade credit rating of a large stock repurchase proposed by activist investor Harry Wilson and four hedge funds. The Troubled Company Reporter, on Feb. 11, 2015, reported that a group of hedge funds and Mr. 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. The Journal pointed out that two ratings firms has indicated the proposed buyback could hurt GM's current credit rating, which is one notch above junk grade. The two left open the possibility of downgrades or refusing to upgrade its rating depending on the outcome of discussions with Mr. Wilson, the Journal said. Mr. Wilson is backed by David Tepper of Appaloosa Management, Kyle Bass of Hayman Capital Management, HG Vora and Taconic Capital. 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. GENWORTH HOLDINGS: Moody's Lowers Sr. Unsecured Debt Rating to Ba1 ------------------------------------------------------------------ Moody's Investors Service has downgraded the credit ratings of Genworth Holdings, Inc. (Genworth: senior debt to Ba1 from Baa3) and the insurance financial strength ratings of its life insurance subsidiaries to Baa1 from A3 following the announcement of approximately $494 million in after-tax charges related to its long-term care (LTC) business and the further impairment of the remaining goodwill of the entire US Life segment. The bulk of the charges were the result of the company's review of the assumptions and methodology refinement related to its LTC active life reserves. The outlook on Genworth's ratings is negative. These actions conclude the review for downgrade of Genworth's ratings initiated on November 6, 2014. The ratings on Genworth's Australian and U.S. mortgage insurance businesses as well as Genworth Seguros de Credito a la Vivienda are not affected by this rating action. Ratings Rationale Commenting on the downgrade of Genworth Holdings and its life insurance subsidiaries, Moody's Senior Vice President, Scott Robinson, said: "While the company has taken a number of prudent steps to protect its capital position and maintains meaningful LTC accounting reserve margins, Moody's believe it remains highly concentrated in the LTC business and exposed to further deterioration in its legacy block. The company is largely reliant on the continued approvals of rate increases by state regulators to mitigate the financial impact of further adverse experience." The rating agency said that the GAAP active life reserves totaled approximately $16 billion at year-end 2014, and noted that because of the very large size of the inforce business, even small reserve assumption changes can cause material changes in the embedded margins of the business and negatively impact earnings and capital. Moody's commented that over the past several years, the company has struggled to generate a consistent level of life insurance sales, without which the company will become further concentrated in LTC, weakening the company's risk profile and franchise. In addition, the Q4 2014 goodwill impairment (down to zero) related to both the traditional life insurance and long-term care businesses, also indicates weaknesses within those businesses. While Genworth maintains strong liquidity at its holding company and does not need to rely on its life subsidiary dividends to service debt for at least the next several years, further credit deterioration at the life operations would have a longer-term adverse impact on creditors, supporting the negative outlook. Commenting on Genworth's strengths, Moody's noted the company's pressured, but historically competitive positions in income and protection products, good quality investment portfolio, and solid capital. In addition, management has taken proactive steps to raise capital and address upcoming debt maturities, with the next maturity of $300 million not due until December 2016. As an organization, Genworth has diversified earnings, a strong international mortgage insurance franchise, good brand name recognition, and multiple distribution channels. However, the company is challenged by the concentration and heightened risk profile of its legacy LTC business and the weakened dividend flexibility at its life companies. Rating Drivers Rating Drivers -- US life insurance operating subsidiaries Moody's stated that given the negative outlook on the company, an upgrade over the near term is unlikely. However, the following could change the outlook back to stable: 1) significant LTC rate approvals and/or other actions that help grow margins in the legacy LTC book of business; or 2) progress in improving profitable life insurance sales. Conversely, factors that could cause downward pressure include: 1) Further deterioration of the margins on LTC reserves, increasing the probability of a material reserve charge in the future; 2) denial of LTC rate approvals by regulators, pressuring reserve adequacy of legacy LTC business; or 3) a lack of progress in improving life insurance sales. Rating Drivers -- Holding company Given the holding company has a negative outlook, an upgrade over the near term is unlikely. However, the following could cause the outlook to be changed to stable: a return to stable outlook for Genworth's life insurance subsidiaries. Conversely, a downgrade of the U.S. life insurance subsidiaries could result in a downgrade of the holding company's ratings. The following ratings were downgraded with a negative outlook: Genworth Holdings, Inc.: senior unsecured to Ba1 from Baa3, junior subordinate to Ba2 (hyb) from Ba1 (hyb), backed senior unsecured to Ba1 from Baa3, provisional senior unsecured shelf to (P)Ba1 from (P)Baa3, provisional subordinate shelf to (P) Ba2 from (P)Ba1, and provisional preferred shelf to (P)Ba3 from (P)Ba2. Genworth Life Insurance Company: insurance financial strength rating to Baa1 from A3. Genworth Life Insurance Company of New York: insurance financial strength to Baa1 from A3. Genworth Life and Annuity Insurance Company: insurance financial strength to Baa1 from A3. Genworth Global Funding Trusts: funding agreement-backed senior secured MTN program to (P)Baa1 from (P)A3 and notes to Baa1 from A3 General Repackaging ACES SPC 2007-2, -3, -7: funding agreement-backed senior secured notes to Baa1 from A3 Genworth Holdings is the intermediate holding company of Genworth Financial, Inc., an insurance and financial services holding company headquartered in Richmond, Virginia. The group reported a net loss of $1.2 billion for 2014 and reported consolidated assets of approximately $111 billion at year-end. The methodologies used in these ratings were Global Life Insurers published in August 2014, and Moody's Global Methodology for Rating Mortgage Insurers published in December 2012. Moody's insurance financial strength ratings are opinions of the ability of insurance companies to pay punctually senior policyholder claims and obligations. GLIMCHER REALTY: Moody's Raises Preferred Stock Rating to Ba1 ------------------------------------------------------------- Moody's Investors Service has upgraded Glimcher Realty's preferred stock rating to Ba1 from B1 following Washington Prime Group's ('WPG', Issuer rating Baa2, Negative outlook) recently closed acquisition of Glimcher Realty. The negative outlook reflects expected pressure on WPG's leverage metrics following the Glimcher acquisition. This action concludes Moody's review of Glimcher Realty commenced on September 16, 2014. The following rating was upgraded with a negative outlook Glimcher Realty Trust : preferred stock to Ba1 from B1 Ratings Rationale Following WPG's acquisition of Glimcher Realty Trust, the preferred stock issued by Glimcher has become a liability of WPG. The Ba1 preferred stock rating reflects Moody's notching convention for REITs that are rated Ba2 or higher but do not have the standard REIT credit covenants that i)limit debt capacity relative to assets and ii) maintain minimum levels of unencumbered assets and fixed charge coverage. With the Glimcher acquisition, WPG's portfolio grew from $5.6 billion at 3Q2014 to about $8.5 billion. Portfolio quality has improved as the Glimcher portfolio has better properties than WPG's mall assets and the occupancy levels are also stronger. Moody's also expects that WPG's usage of Simon Property Group's property management and other services will decline meaningfully as Glimcher has a well-established operating platform. Given the initial financing arrangement adopted for the acquisition, WPG's net debt/EBITDA and secured leverage are currently elevated, hence Moody's has a negative outlook for WPG's ratings. Moody's is monitoring the REIT's ability to de-lever and bring other key credit metrics to levels commensurate with its existing rating category. Moody's does not expect to upgrade WPG over the intermediate term given it has just undertaken a large and initially highly leveraged transaction. The WPG ratings could be downgraded if the REIT is not able to reduce net debt/EBITDA down to about 6x. Lack of improvement in secured leverage, fixed charge coverage falling below 3x and integration and financing challenges are some other factors that could cause a downgrade. Washington Prime Group (NYSE: WPG) is a retail REIT that owns and manages 119 mall and shopping centers assets. The principal methodology used in this rating was Global Rating Methodology for REITs and Other Commercial Property Firms published in July 2010. GLOBALSTAR INC: Columbia Wanger No Longer a 5% Shareholder ---------------------------------------------------------- Columbia Wanger Asset Management, LLC, disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Feb. 10, 2015, it has ceased to be the beneficial owner of more than five percent of the Company's common shares. A copy of the Schedule 13G/A is available for free at http://is.gd/lUII0j About Globalstar, Inc. Globalstar is a leading provider of mobile satellite voice and data services. Globalstar offers these services to commercial and recreational users in more than 120 countries around the world. The company's products include mobile and fixed satellite telephones, simplex and duplex satellite data modems and flexible service packages. Many land based and maritime industries benefit from Globalstar with increased productivity from remote areas beyond cellular and landline service. Globalstar customer segments include: oil and gas, government, mining, forestry, commercial fishing, utilities, military, transportation, heavy construction, emergency preparedness, and business continuity as well as individual recreational users. Globalstar data solutions are ideal for various asset and personal tracking, data monitoring and SCADA applications. Globalstar reported a net loss of $591.11 million in 2013, a net loss of $112 million in 2012 and a net loss of $54.9 million in 2011. As of Sept. 30, 2014, the Company had $1.31 billion in total assets, $1.33 billion in total liabilities and a $14.5 million total stockholders' deficit. GLYECO INC: Announces Shareholder Update Letter ----------------------------------------------- Sustainable glycol technologies leader GlyEco, Inc., issued a shareholder update letter from its Chairman Emeritus, John Lorenz. Dear GlyEco Shareholders, Our recently announced management transition is based on our goals to set the company on a long-term path to success. GlyEco has a great deal of potential and opportunity, and as a team, we have accomplished something that has never been done before. Our technology provides a viable, sustainable option for recycling a hazardous waste, and through years of hard work, we have created the world's largest independent glycol recycling network with multi-regional reach, key client partnerships, talented employees, unique technology assets, and effective financial partnerships. I remain committed to accelerating our business and product strategy as we turn the corner into increased production and revenue generation during 2015 and beyond. We have accomplished great things in a short period of time. After more than a decade of development, we entered a period of rapid achievements that began with our becoming a publicly-traded company in November 2011. This was followed by a successful capital raising initiative that fueled the acquisition of our seven processing centers. Using equity and approximately $2.8 million in cash, we acquired $3.6 million in equipment and $4.7 million in intangible assets. In the process, we built a team of talented and hardworking general managers who are invested in the success of our operations and deployment of our technology. Our first phase of plant upgrades was successfully completed in only 18 months. The upgrades dramatically increased our overall processing capacity, in some markets by multiples of more than 400%, and we significantly improved the quality and value of the material we produce. We are beginning to realize results from these capital improvements. Six of our seven processing centers are cash flow positive and showing significant revenue increases. In some markets, our sales volume has tripled. As we continue to expand our service offering to customers beyond the automotive industry, I believe this growth will continue. Our success has also come with challenges. At our New Jersey processing center, we overcame significant obstacles, including a hurricane and severe blizzards, to complete our first phase of upgrades. In meeting those challenges, we realized several major milestones. We implemented our patented-pending technology, increased equipment value by 267%, and increased our processing capacity more than 500%. We became the first company anywhere in the world to produce T1 refinery-grade recycled glycol from multiple types of waste, and we were granted a Class D Recyclable Materials Permit from the New Jersey Department of Environmental Protection. Demand for T1 recycled material continues to exceed our production capacity, and we are making progress in our effort to increase supplies in order to better serve our customers. We've invested approximately $8.6 million to increase our processing capacity and improve our infrastructure, an investment which will pay off in increased production and revenue in 2015 and for many years to come. With this foundation in place, our focus is now firmly directed at market expansion and continued ramping of production. We are already seeing results from this shift in focus and continue to receive very favorable response from customers. During 2013, we implemented systems to expand our geographic reach, quadrupling our service area in some territories. We successfully began penetrating new markets, including polyester manufacturers, HVAC service groups, and medical sterilization providers, and we expanded our geographic reach by successfully entering the highly-regulated Canadian market. The stage for further international expansion has been set, strengthened by formal relationships with key strategic partners, including Haldor Topsoe, a world-leading catalysis and process technology firm based in Denmark. We have created a solid platform for the company's growth going forward. It is with that growth objective in mind that we pass the leadership of the company on to a new generation of management. Key to this transition phase is David Ide, who has earned my respect and confidence over the past eighteen months. The company is in a great position to continue to lead the evolution of sustainable glycol use, and David will lead the company while the board conducts a formal search for my successor. With the corporate structure we've established, the strategy we've devised, the outstanding talent we have, and the unique technologies we have created, we are situated to deliver exceptional growth and value for both our customers and shareholders. I believe GlyEco's brightest days are ahead, and I look forward to contributing to its growth and success in my new role. Sincerely, John Lorenz Chairman Emeritus, GlyEco About GlyEco, Inc. Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company formed to roll-out its proprietary and patent pending glycol recycling technology that transforms waste glycols, a hazardous material, into profitable green products. GlyeCo reported a net loss of $4.01 million in 2013, a net loss of $1.86 million in 2012, and a net loss of $592,000 in 2011. The Company's balance sheet at Sept. 30, 2014, showed $15.5 million in total assets, $2.49 million in total liabilities and $13.03 million in total stockholders' equity. Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has yet to achieve profitable operations and is dependent on its ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable profitable operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. GT ADVANCED: Fails in 2nd Attempt at Executive Bonuses ------------------------------------------------------ Law360 reported that U.S. Bankruptcy Judge Henry J. Boroff in New Hampshire rejected a redoubled effort by GT Advanced Technologies Inc. and the Official Committee of Unsecured Creditors to push through employee bonuses in hopes of retaining top executives, saying the company failed to explain why he should reconsider his earlier decision. BankruptcyData reported that GT Advanced and the Creditors' Committee filed a joint motion for reconsideration of the order denying the Debtors' key employee incentive plan and key employee retention plan. Judge Boroff previously denied approval of the KEIP and KERP, which, among other things, propose to provide incentive bonuses for nine senior executives and retention bonuses for 28 non-executive employees. The company proposed paying $2.28 million in incentive bonuses if performance hit set targets, while the retention program could have cost about $1.4 million, Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported. The U.S. Trustee opposed both programs, pointing out that 80 percent of the GT Advanced workforce had been fired and that losses over its first two months in Chapter 11 exceeded $100 million, the Bloomberg report said. According to BData, in the reconsideration motion, the Debtors and the Committee explains, "The Parties therefore respectfully file this Motion for Reconsideration and request reconsideration of the Order for three reasons. First, the Court erred in substituting its own judgment for the factually uncontroverted reasonable business judgment of the Debtors when the Court denied both the Modified KERP and the Modified KEIP. The evidence presented at the Hearing demonstrated that the Debtors, through the Restructuring Committee, exercised reasonable business judgment in approving the Modified KERP and Modified KEIP, which were supported by the Creditors Committee. Second, the Parties submit that the Court erred by applying a heightened legal standard under section 503(c)(1) in determining that the Modified KEIP is a disguised retention plan despite uncontroverted evidence that the Debtors, in consultation with their creditors, have constructed a plan whose primary purpose is to incentivize performance and maximize value for all stakeholders. The Modified KEIP is primarily designed to incentivize the Senior Management Employees for the benefit of creditors by rewarding those employees in connection with the preservation and enlargement of the value of GTAT's business to the direct benefit of its creditor constituencies. The Court's conclusion that the Modified KEIP is a disguised retention plan because it has the collateral effect of being retentive despite having the primary purpose of incentivizing performance would have the unintended effect of making key employee incentive plans per se impermissible. If the Bankruptcy Code forbade any resulting element of retention, no matter how incidental to compensation, then the Parties find it difficult to envision how any KEIP could ever be approved regardless of how thoughtfully it was constructed and how much creditor support it had garnered. Third, GTAT expects to submit new evidence prior to or at a hearing on this Motion for Reconsideration." 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. GT ADVANCED: US Trustee Protests Employment of PwC as Tax Advisor ----------------------------------------------------------------- William K. Harrington, the United States Trustee for Region 1, objected to the motion to employ PricewaterhouseCoopers LLP as accounting and tax advisor proposed by GT Advanced Technologies, Inc. and its debtor-affiliates filed in the U.S. Bankruptcy Court for the District of Hampshire. The United States Trustee objected to the Debtors' application to retain the firm because the accounting firm is not disinterested given its receipt of transfers made by the Debtors totaling $839,967, of which $404,165 appears to preferential, on the eve of the Debtors' chapter 11 filing. Because of the estates' potential claims against the firm, the firm is not disinterested and the Debtors' application must be denied, the United States Trustee noted. A full-text copy of the United States Trustee' objection is available for free at http://is.gd/8wKLpV 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. HALCON RESOURCES: Franklin Resources Reports 4.9% Stake at Dec. 31 ------------------------------------------------------------------ Franklin Resources, Inc., Charles B. Johnson and Rupert H. Johnson, Jr., disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, they beneficially owned 22,145,056 shares of common stock of Halcon Resources Corporation representing 4.98 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/AUjtK7 About Halcon Resources Halcon Resources Corporation acquires, produces, explores and develops onshore liquids-rich assets in the United States. This independent energy company operates in the Bakken/Three Forks, El Halcon and Tuscaloosa Marine Shale formations. As of Sept. 30, 2014, Halcon Resources had $5.93 billion in total assets, $3.59 billion in total liabilities, $110.70 million in redeemable noncontrolling interest, and $1.51 billion in total stockholders' equity. * * * As reported by the TCR on Jan. 27, 2015, Moody's Investors Service downgraded Halcon Resources Corporation's Corporate Family Rating (CFR) to Caa1 from B3 and the Probability of Default Rating to Caa1-PD from B3-PD. The downgrade reflects growing risk for Halcon's business profile because of high financial leverage and limited liquidity as its existing hedges roll-off and stop contributing to its borrowing base over the next 12-18 months. In the June 30, 2014, Standard & Poor's Ratings Services affirmed all its ratings, including its 'B' corporate credit rating, on Houston-based Halcon Resources Corp. HEALTHWAREHOUSE.COM: Karen Singer Reports 5.8% Stake as Dec. 31 --------------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Karen Singer disclosed that as of Dec. 31, 2014, she beneficially owned 2,313,104 shares of common stock of HealthWarehouse.com, Inc., representing 5.8 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/mA1e6i About HealthWarehouse.com HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e-commerce company that sells brand name and generic prescription drugs as well as over-the-counter ("OTC") medical products. Marcum LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. Healthwarehouse.com Inc. reported a net loss attributable to common stockholders of $7.30 million following a net loss attributable to common stockholders of $6.26 million during the prior year. The Company's balance sheet at Sept. 30, 2014, showed $2.19 million in total assets, $5.83 million in total liabilities, and a $3.64 million in total stockholders' deficiency. Bankruptcy Warning "The Company recognizes it will need to raise additional capital in order to meet its payment obligations... and execute its business plan. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company and whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, attempt to extend note repayments, attempt to negotiate the preferred stock redemption and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. If the Company is unable to obtain financing on a timely basis, the Company could be forced to sell its assets, discontinue its operation and /or seek reorganization under the U.S. bankruptcy code," the Company stated in its quarterly report for the period ended Sept. 30, 2014. HERCULES OFFSHORE: Vanguard Reports 4.5% Stake as of Dec. 31 ------------------------------------------------------------ In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, The Vanguard Group reported that as of Dec. 31, 2014, it beneficially owned 7,215,526 shares of common stock of Hercules Offshore Inc. representing 4.48 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/6QOe1s About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. Hercules incurred a net loss of $68.1 million in 2013, a net loss of $127 million in 2012 and a net loss of $76.1 million in 2011. As of Sept. 30, 2014, the Company had $2.19 billion in total assets, $1.42 billion in total liabilities and $767 million in stockholders' equity. * * * The Troubled Company Reporter reported on April 11, 2013, that Moody's Investors Service upgraded Hercules Offshore's Corporate Family Rating to 'B2' from 'B3'. Hercules' B2 CFR is supported by its improved cash flow and lower leverage on the back of increased drilling activity and higher day-rates in the Gulf of Mexico. As reported by the TCR on Dec. 30, 2014, S&P lowered its corporate credit rating on Hercules Offshore Inc. to 'B-' from 'B'. The downgrade reflects S&P's estimate for increased leverage as a result of lower day-rates and utilization for the company's offshore rigs, both in the company's Domestic Offshore and International Offshore segments. S&P's estimates of lower utilization and day-rates are a result of S&P's expectation of decreased offshore drilling given lower oil prices. S&P now expects FFO to debt to be below 12% and debt to EBITDA to exceed 5x in 2015. HGIM CORP: Moody's Lowers Corporate Family Rating to B1 ------------------------------------------------------- Moody's Investors Service, downgraded HGIM Corp.'s (Harvey Gulf) B1 Corporate Family Rating (CFR) to B2 with a negative outlook to reflect the weakening market for offshore supply vessels in the Gulf of Mexico and the company's significant capital commitments for vessels under construction. The downgrade also affected the company's senior secured debt rating which was also downgraded by one notch to B2 as was the Probability of Default, which was downgraded to B3-PD from B2-PD. A Speculative Grade Liquidity Rating of SGL-4 was assigned. The weak liquidity rating reflects the need to borrow to finance the construction of new vessels in the face of a likely covenant violation in the second half of 2015. "Despite Harvey Gulf's high quality fleet, Moody's are concerned about the company's capital program in light of the softening demand for offshore supply vessels over the next two years," said Stuart Miller, Moody's Vice President and Senior Credit Officer. "It is easy to envision leverage rising to 7.0x or more in the second half of 2015 which will limit financial flexibility and violate the maintenance covenants in the company's senior secured credit facility." Downgrades: Issuer: HGIM CORP. Probability of Default Rating, Downgraded to B3-PD from B2-PD Corporate Family Rating, Downgraded to B2 from B1 Senior Secured Bank Credit Facility (Local Currency), Downgraded to B2, LGD3 from B1, LGD3 Assignments: Issuer: HGIM CORP. Speculative Grade Liquidity Rating, Assigned SGL-4 Outlook Actions: Issuer: HGIM CORP. Outlook, Changed To Negative From Stable Ratings Rationale The B2 CFR reflects Harvey's modest size, high leverage, and exposure to a highly cyclical industry. The company has 52 offshore supply vessels in its fleet, but has plans to expand to 62 vessels by the end of 2016. The vessels are contracted to oil and natural gas companies mostly operating in the US GOM under short term leases -- its newer, more sophisticated vessels are able to capture three to five year contracts. The recent downturn in oil prices is expected to have a negative impact on the company's dayrates and utilization rates in 2015 and 2016. Offsetting its high quality fleet, the declining earnings power of the assets, coupled with the capital commitments for the vessels under construction, will likely push Harvey Gulf's leverage over 7.0x in the second half of 2015. This would result in a covenant violation if the company is not granted a waiver from its lenders. At the end of 2014, the company reported revenue backlog of $926 million and EBITDA backlog of $590MM. However, over 30% of the revenue backlog will roll off in 2015 leaving the company highly exposed to market conditions in 2016 and beyond. Moody's forecasts a need to borrow about $185 million in 2015 to fund roughly $45 million in maintenance capital expenditures and $230 million of newbuild capital expenditures. This amount of borrowing will move outstanding debt up to $1.2 billion. At the same time, Moody's forecasts that 2014 EBITDA of an estimated $208 million, will fall to $175 million for 2015 as a result of market conditions and in spite of the addition of four new vessels to the fleet. The resulting leverage of 7.1x will further pressure the B2 debt ratings and could lead to a downgrade unless there is good visibility to an improving market in 2016 with a corresponding reduction in leverage. Harvey Gulf has a weak liquidity profile as a result of its significant capital expenditures commitments related to its newbuild program, and therefore a high reliance on maintaining access to its $300 million revolving credit facility. Moody's forecasts a need to borrow $185 million in 2015. The increase in debt would push leverage above the maximum leverage ratio permitted in the credit facility. Secondary sources of liquidity are limited as all of the company's assets are pledged to the lenders and any asset sale would likely be required to reduce debt. Moody's does not expect the owner's of the company to provide additional equity injections which could be an alternative to alleviate Harvey Gulf's weak liquidity position. Harvey Gulf's term loan A, term loan B, and revolving credit facility are all rated B2. The credit facilities benefit from a first lien on substantially all of the company's assets and comprise the vast majority of the debt in the company's capital structure, and are thus rated in line with the company's CFR. A higher than normal family recovery rate of 65% has been utilized to recognize the single class of debt in the company's capital structure and an appraised value for the mortgaged vessels that exceeds the total amount of debt. Harvey Gulf's negative outlook reflects the weak liquidity position and apparent need to have a leverage covenant waiver in the next 12 months. If progress is not made by the end of June 2015 to address its liquidity position, a downgrade is possible. The outlook could be stabilized if a waiver is granted or other steps are taken to avoid a covenant default. In addition to the need to address its potential covenant violation, a downgrade will be considered if leverage is expected to remain above 6.0x through 2016 and into 2017. An upgrade is unlikely through 2016. Once the company begins to generate free cash flow after capital expenditures and leverage falls below 5.0x, an upgrade may be considered. The earliest these two conditions could be met is likely late in 2017. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in December 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. HILTON WORLDWIDE: S&P Raises CCR to 'BB' on Sustained Deleveraging ------------------------------------------------------------------ Standard & Poor's Ratings Services said it raised its corporate credit rating on Hilton Worldwide Holdings Inc. to 'BB' from 'BB-'. The rating outlook is positive. In addition, S&P raised its issue-level rating on Hilton Worldwide Finance LLC's senior secured credit facilities one notch to 'BBB-' from 'BB+', in accordance with S&P's notching criteria. The recovery rating on the facilities remains '1', reflecting S&P's expectation for very high recovery (90% to 100%) for lenders in the event of a payment default. Also, S&P raised its issue-level rating on the company's senior notes one notch to 'B+' from 'B'. The recovery rating on the debt remains '6', indicating S&P's expectation for negligible recovery (0%-10%) in the event of a payment default. "The upgrade reflects our expectations for good RevPAR growth and operating performance at Hilton through 2016, and for Hilton to continue to reduce its high leverage over time using free cash flow for debt repayment," said Standard & Poor's credit analyst Emile Courtney. S&P believes strong transient and group demand, limited lodging supply growth in the U.S., and Hilton's success growing rooms in its global hotel system led to low-teens percentage EBITDA growth in 2014 (in line with S&P's base-case forecast), and will lead to high-single-digit EBITDA growth in 2015 and mid-single-digit EBITDA growth in 2016. Hilton continues to add rooms to its system with minimal capital, and S&P believes the company was successful in achieving its stated voluntary debt prepayment range of $800 million to $1 billion in 2014. S&P also expects Hilton will continue to repay debt at similar levels in 2015, and this, combined with EBITDA growth, should enable Hilton to sustain total lease, joint venture, and captive finance adjusted debt to EBITDA below 6x over the lodging cycle. In addition, Hilton announced this morning it has closed the sale of the Waldorf Astoria New York for $1.95 billion and is redeploying the proceeds as part of a tax efficient like-kind exchange to acquire five hotels for $1.76 billion (including $450 million of assumed debt). The acquired hotels generate roughly twice the level of EBITDA compared to the Waldorf Astoria New York, modestly contributing to Hilton's deleveraging path. Included in S&P's debt assumption in 2015 is the repayment of the $525 million Waldorf Astoria New York mortgage with the asset sale proceeds. Because Hilton will use the proceeds from the sale of the Waldorf Astoria New York to buy hotels, the company's exposure to its sizable owned and leased hotel portfolio is not reduced. The positive rating outlook reflects S&P's expectations for good revenue per available room (RevPAR) growth and operating performance at Hilton through 2016, and for Hilton to continue to reduce its high leverage over time using free cash flow for debt repayment. Once S&P is confident Hilton can sustain total adjusted debt to EBITDA below 5x over the lodging cycle, S&P could raise the rating one notch. S&P could revise the outlook to stable or lower the ratings one notch in the event that Hilton's operating performance significantly underperforms S&P's expectations and its total adjusted debt-to-EBITDA ratio remains above 6x. While unlikely through 2016, this could occur following an unexpected global economic downturn that meaningfully impairs RevPAR and EBITDA. HOVNANIAN ENTERPRISES: Vanguard Reports 5.2% Stake as of Dec. 31 ---------------------------------------------------------------- The Vanguard Group disclosed in an amended Schedule 13G filed with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, it beneficially owned 6,818,615 shares of common stock of Hovnanian Enterprises Inc. representing 5.20 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/ZfIP1f About Hovnanian Enterprises Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV) -- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian, is one of the nation's largest homebuilders with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Kentucky, Maryland, Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton Homes, Parkwood Builders, Town & Country Homes, Oster Homes and CraftBuilt Homes. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active adult homes. As of Oct. 31, 2014, the Company had $2.28 billion in total assets, $2.40 billion in total liabilities and a $118 million in total deficit. * * * As reported by the Troubled Company Reporter on April 25, 2013, Standard & Poor's Ratings Services said it raised its corporate credit rating on Hovnanian Enterprises Inc. to 'B-' from 'CCC+'. "The upgrade reflects strengthening operating performance supported by the broader recovery in the housing market that, we believe, should support modest profitability in 2013," said Standard & Poor's credit analyst George Skoufis. In the Dec. 9, 2013, edition of the TCR, Fitch Ratings upgraded the Issuer Default Rating (IDR) of Hovnanian Enterprises to 'B-' from 'CCC'. The upgrade and the Stable Outlook reflects HOV's operating performance year-to-date (YTD), adequate liquidity position, and moderately better prospects for the housing sector during the remainder of this year and in 2014. The TCR reported on Jan. 9, 2014, that Moody's Investors Service raised the Corporate Family Rating of Hovnanian Enterprises, Inc., to B3 from Caa1. The upgrade of the Corporate Family Rating to B3 reflects Hovnanian's improved financial performance including improvement in interest coverage to slightly above 1x and finally turning net income positive for the fiscal year 2013. IMPLANT SCIENCES: Appoints Robert Liscouski as EVP -------------------------------------------------- Implant Sciences Corporation appointed Robert Liscouski into the newly created position of executive vice president. Mr. Liscouski will manage and drive the company's business strategy, business development and branding efforts. Mr. Liscouski will report to Dr. William McGann, chief executive officer. Mr. Liscouski will continue to serve on the Company's Board of Directors. "I am excited to have this opportunity to help define the future state of Implant Sciences and the implementation path for achieving it. Implant Sciences has been a leader in developing innovative capabilities, tools and solutions to counter the evolving terrorism threats and help law enforcement in their efforts against the illicit distribution of drugs and narcotics. Implant Sciences has built a solid team and foundation of technology and capabilities that enabled the company's QS-B220 system to achieve TSA Certification and a contract with the TSA," stated Mr. Liscouski. Mr. Liscouski continued, "Based on those accomplishments and the commitment of solid financial backing, we look forward to expanding our sales into new markets across the United States and internationally. In our modern world, terrorists are constantly innovating and looking for new and non-traditional ways to exploit our vulnerabilities. Improvised Explosive Devices have become the terrorist's weapon of choice throughout the world. Our innovation is focused on delivering the best technology to counter these threats. This is our Company's mission and I am proud to be taking on this role." "Bob's experience and abilities to drive market strategy and facilitate business growth, combined with his knowledge and experience in Homeland Security, make him a key asset to our Company," said Dr. William McGann, CEO of Implant Sciences. "With his core strengths and leadership, he will provide the essential added resources needed to further the goals of Implant Sciences." Mr. Liscouski is a recognized international security and counterterrorism expert with more than 30 years of experience as a senior government official, business leader, entrepreneur, special agent and law enforcement officer. In 2003, he was appointed by President George W. Bush as the first Assistant Secretary for Infrastructure Protection at the U.S. Department of Homeland Security. There he worked closely with the White House and other federal agencies to design, develop and implement the framework to protect the nation's critical physical and cyber infrastructure following 9/11. Later Mr. Liscouski founded a strategic advisory firm specializing in technology start-ups in the homeland security area. Early in his career, Mr. Liscouski worked in local law enforcement as a homicide and undercover investigator and special agent for the Diplomatic Security Service before joining a Fortune 100 company to develop security systems to protect information technology and intellectual property. He has been on the Implant Sciences Board of Directors since 2009 and is a frequent contributor to CNN, Fox News, and other business and security media. Mr. Liscouski holds a B.S. degree in Criminal Justice from John Jay College of Criminal Justice and a Master of Public Administration degree from the Kennedy School of Government, Harvard University. Mr. Liscouski's employment agreement is currently being negotiated with the Company. About Implant Sciences Implant Sciences Corporation (OBB: IMSC.OB) -- http://www.implantsciences.com/-- develops, manufactures and sells sensors and systems for the security, safety and defense (SS&D) industries. For the fiscal year ended June 30, 2014, the Company reported a net loss of $21.01 million on $8.55 million of revenues compared to a net loss of $27.3 million on $12.01 million of revenues during the prior fiscal year. As of Sept. 30, 2014, the Company had $5.60 million in total assets, $70.9 million in total liabilities and a $65.3 million total stockholders' deficit. Marcum LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. The independent auditors noted that the Company has had recurring net losses and continues to experience negative cash flows from operations. As of Sept. 23, 2014, the Company's principal obligation to its primary lenders was approximately $53.4 million and accrued interest of approximately $10.2 million. The Company is required to repay all borrowings and accrued interest to these lenders on March 31, 2015. These conditions raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "Our ability to comply with our debt covenants in the future depends on our ability to generate sufficient sales and to control expenses, and will require that we seek additional capital through private financing sources. There can be no assurances that we will achieve our forecasted financial results or that we will be able to raise additional capital to operate our business. Any such failure would have a material adverse impact on our liquidity and financial condition and could force us to curtail or discontinue operations entirely. Further, upon the occurrence of an event of default under certain provisions of our credit agreements, we could be required to pay default rate interest equal to the lesser of 2.5% per month and the maximum applicable legal rate per annum on the outstanding principal balance outstanding. The failure to refinance or otherwise negotiate further extensions of our obligations to our secured lenders would have a material adverse impact on our liquidity and financial condition and could force us to curtail or discontinue operations entirely and/or file for protection under bankruptcy laws," the Company stated in its quarterly report for the period ended Sept. 30, 2014. ISTAR FINANCIAL: Vanguard Reports 5.73% Stake as of Dec. 31 ----------------------------------------------------------- The Vanguard Group disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, it beneficially owned 4,883,209 REIT of Istar Financial representing 5.73 percent of the shares outstanding. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 116,884 shares or .13% of the Common Stock outstanding of the Company as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 6,900 shares or .00% of the Common Stock outstanding of the Company as a result of its serving as investment manager of Australian investment offerings. A copy of the regulatory filing is available for free at: http://is.gd/q9BFqB About iStar Financial New York-based iStar Financial Inc. (NYSE: SFI) provides custom- tailored investment capital to high-end private and corporate owners of real estate, including senior and mezzanine real estate debt, senior and mezzanine corporate capital, as well as corporate net lease financing and equity. The Company, which is taxed as a real estate investment trust, provides innovative and value added financing solutions to its customers. iStar Financial incurred a net loss allocable to common shareholders of $156 million in 2013, a net loss allocable to common shareholders of $273 million in 2012, and a net loss allocable to common shareholders of $62.4 million in 2011. As of Sept. 30, 2014, the Company had $5.48 billion in total assets, $4.20 billion in total liabilities, $11.4 million in redeemable noncontrolling interests, and $1.26 billion in total equity. * * * As reported by the TCR on June 26, 2014, Fitch Ratings had affirmed the Issuer Default Rating (IDR) of iStar Financial at 'B'. The 'B' IDR is driven by improvements in the company's leverage, continued demonstrated access to the capital markets and new sources of growth capital and material reductions in non- performing loans (NPLs). As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings Services affirmed its 'B+' long-term issuer credit rating on iStar Financial. In October 2012, Moody's Investors Service upgraded the corporate family rating to 'B2' from 'B3'. The current rating reflects the REIT's success in extending near term debt maturities and improving fundamentals in commercial real estate. The ratings on the October 2012 senior secured credit facility takes into account the asset coverage, the size and quality of the collateral pool, and the term of facility. JOE'S JEANS: Hires Investment Bank Carl Marks --------------------------------------------- Stephanie Gleason, writing for Daily Bankruptcy Review, reported that Joe's Jeans Inc. said it has hired investment bank Carl Marks Advisory Group to explore a sale or restructuring deal to help the designer jeans company deal with its default on $94 million in debt. According to the report, the company also said that it was postponing a planned earnings call with investors to give its board of directors more time to "explore strategic and financing alternatives to resolve the outstanding events of default with its lenders." About Joe's Jeans Joe's Jeans Inc. -- http://www.joesjeans.com-- designs, produces and sells apparel and apparel-related products to the retail and premium markets under the Joe's(R) brand and related trademarks. * * * The Troubled Company Reporter, on Nov. 27, 2014, reported that Joe's Jeans received a letter on November 24, 2014 from The Nasdaq Stock Market indicating that the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2) because the closing bid price per share of its common stock has been below $1.00 per share for 30 consecutive trading days. The Nasdaq letter was issued in accordance with standard Nasdaq procedures. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company will be provided with 180 calendar days, or until May 26, 2015, to regain compliance with the Bid Price Rule. KB HOME: Fitch Assigns 'B+/RR4' Rating on $250MM Sr. Unsec. Notes ----------------------------------------------------------------- Fitch Ratings has assigned a 'B+/RR4' rating to KB Home's (NYSE: KBH) proposed offering of $250 million of senior unsecured notes due July 2023. The new issue will be equal in right of payment with all other senior unsecured debt. The company intends to use the proceeds of this issuance for general corporate purposes, including land acquisitions and development and/or possible debt redemption. The Rating Outlook is Stable. KEY RATING DRIVERS The ratings and Outlook for KBH are based on the company's geographic diversity, customer and product focus, conservative building practices and effective utilization of return on invested capital criteria as a key element of its operating model. The company did a good job in reducing its inventory exposure and generating positive operating cash flow during the last severe industry downturn. Since its peak in the third quarter of 2006 (3Q'06), homebuilding debt has been reduced from $7.89 billion to $2.58 billion. Early in the recovery, KBH was somewhat conservative in committing to incremental land purchases. It has accelerated its spending more recently but should not become stressed so long as it maintains its minimum return parameters for real estate that it purchases. If the economy and housing were to experience a downturn in 2015 or 2016, KBH has access to the liquidity to sustain itself, primarily utilizing its current cash position and revolving credit facility. The ratings also reflect these events: -- The housing recovery continued through 2014 and should persist in 2015 and 2016; -- KBH is successfully mining the trade-up market and more affluent first-time buyers and has been de-emphasizing low- end entry-level customers (note the 12.6% increase in average sales price in 2014); -- The South Edge legal issues and liabilities have been dealt with; operating and financial comparisons for the full-year 2014 were much improved (especially average sales price, unit and dollar backlog, gross profit margin, EBITDA and homebuilding and corporate pretax profitability) but metrics were more challenged in 4Q'14); -- The deferred tax asset valuation allowance was largely reversed in 4Q'14; -- Perhaps most important, the company has been successful in refinancing a substantial portion of the $1 billion of debt scheduled to mature in 2014 and 2015. However, the company does continue to lag its peers in certain operational and financial categories. The ratings reflect KBH's business model and marketing prowess. The ratings also take into account its leadership role in constructing energy-efficient homes, its reemphasis of the value-engineered Open Series of home designs, its conservative building practices, its capital structure and the cyclicality of the U.S. housing market. THE INDUSTRY Housing metrics grew in 2014 due to more robust economic growth during the last three quarters of the year (prompted by improved household net worth, industrial production and consumer spending), and consequently, acceleration in job growth slowed (as unemployment rates decreased to 6.2% for 2014 from an average of 7.4% in 2013), despite modestly higher interest rates, as well as more measured home price inflation. A combination of tax increases and spending cuts in 2013 shaved about 1.5 percentage points (pp) off annual economic growth, according to the Congressional Budget Office. Many forecasters estimate the fiscal drag in 2014 was only about 0.25%. Single-family starts in 2014 improved 4.9% to 648,000 as multifamily volume grew 16.4% to 357,800. Thus, total starts in 2014 were 1.006 million. New home sales increased 1.2% to 435,000, while existing home volume was off 3.1% to 4.93 million largely due to fewer distressed homes for sale and limited inventory. New home price inflation moderated in 2014, at least partially because of higher interest rates and buyer resistance. Average new-home prices rose about 3.5% in 2014, while median home prices advanced approximately 4.5%. Housing activity is likely to ratchet up more sharply in 2015 with the support of a steadily growing, relatively robust economy throughout the year. Considerably lower oil prices should restrain inflation and leave American consumers with more money to spend. The unemployment rate should continue to move lower (5.8% in 2015). Credit standards should steadily ease moderately throughout 2015. Demographics should be more of a positive catalyst. More of those younger adults who have been living at home should find jobs and these 25-35 year olds should provide some incremental elevation to the rental and starter home markets. This year single-family starts are forecast to rise about 17.5% to 762,000 as multifamily volume expands about 7% to 383,000. Total starts would be in excess of 1.1 million. New home sales are projected to increase 18% to 513,000. Existing home volume is expected to approximate 5.14 million, up 4.3%. New home price inflation should further taper off with higher interest rates and the mix of sales shifting more to first-time homebuyer product. Average and median home prices should increase 2.2%-2.7%. Challenges remain including the potential for higher interest rates and restrictive credit qualification standards. IMPROVING FINANCIAL RESULTS AND CREDIT METRICS KBH's corporate revenues expanded 14.5% to $2.401 billion during 2014. Homebuilding revenues increased 14.6% to $2.390 billion as home deliveries edged up 1% to 7,215 and the average selling price increased 12.6% to $328,400. Deliveries improved in the Central (+9%) and Southeast U.S. region (+5.8%) but decreased on the West Coast (-12.2%) and Southwest (-0.3%). KBH's efforts to maximize prices in California affected western delivery (and order) comparisons. Housing gross profit grew 23.5% to $429.53 million during 2014 from $347.78 million for 2013. Housing gross profit margin (excluding inventory and land option charges) reflected improvement, growing 181 basis points (bps) to 18.67% during 2014. For 2013, KBH's housing gross profits included warranty-related charges of $31.96 million for water intrusion-related repairs of homes. SG&A expenses rose 12.6% in 2014. SG&A expense as a percentage of homebuilding sales declined from 12.27% to 12.05%. Homebuilding pretax income (before real estate charges) was $86.40 million, much improved as compared to the $28.18 million pretax profit realized in 2013. The Financial Services segment revenues decreased 7% to $11.31 million, while segment pretax profits of $8.55 million showed a decline of 16.1%. Net income was $918.35 million in 2014 versus profit of $39.96 million in 2013. 2014 net profits benefited from an $825.2 million deferred tax asset valuation allowance reversal. Net unit orders and the value of orders expanded 6.2% and 19.6%, respectively, for 2014. As of Nov. 30, 2014, unit backlog increased 13.8% to 2,909 and the backlog average sales price improved 17.7% to $314,206. The value of backlog gained 33.9% to $914.02 million. Net unit orders were 1,499 quarter-to-date through Feb. 6, 2015, a 25% increase over the 1,201 net unit orders reported through Feb. 7 in the first quarter of last year. The net order value for the 2014 quarter-to-date period rose 26% compared with last year. (The company's 2015 fiscal first quarter ends Feb. 28, 2015.) KBH's most recent credit metrics, while improving, remain stressed. Debt-to- EBITDA at the end of fiscal 2014 was 10x compared with 11.2x at the end of 2013 and 17.5x at the conclusion of 2012. EBITDA to interest coverage was 1.5x for fiscal 2014 and 1.4x and 0.7x at fiscal year-end 2013 and 2012, respectively. LIQUIDITY AND CAPITAL ISSUES The company ended 4Q'14 with $356.37 million in unrestricted cash and equivalents and $27.24 million in restricted cash. KBH has a $200 million senior unsecured revolving credit facility (RCF) that will mature on March 12, 2016. The credit facility contains an uncommitted accordion feature under which its aggregate principal amount can be increased up to $300 million under certain conditions and the availability of additional bank commitments. It also has a sublimit of $100 million for the issuance of letters of credit (LOCs), which may be used in combination with or to replace KBH's LOC facilities. As of Nov. 30, 2014, there were no cash borrowings or LOC outstanding under the RCF and KBH had $200 million available for cash borrowings, and up to $100 million of that amount available for the issuance of LOCs. The company maintains LOC facilities with various financial institutions to obtain LOCs in the ordinary course of operating its business. As of Nov. 30, 2014, the company had $26.7 million of LOCs outstanding under the LOC facilities. KBH had $2.58 billion of debt outstanding at the end of November 2014. The company's debt maturities are well-laddered, with about 18% of its senior notes (as of Nov. 30, 2014) maturing through 2017. Shareholders' equity totaled $1.596 billion at the end of 2014. The company regularly accesses the capital markets and in 2Q'14 did a public issuance of $400 million in aggregate principal amount of 4.75% senior notes due 2019, which generated net cash proceeds of $394.6 million. KBH also did a public issuance of 7,986,111 shares of common stock for net cash proceeds of $137 million during the May quarter. Proceeds from these offerings were used for general corporate purposes, including land acquisition and land development. HOMEBUILDING KBH is primarily a single-family homebuilder, and ranked as the fifth largest homebuilder in the U.S. in 2008 through 2013, based on home closings. KBH operates in four regions comprising 10 states serving 40 major markets. The company delivered its first homes in California in 1963, Nevada in 1993, Colorado in 1994, Texas in 1996, Arizona in 1998, Florida in 2001, North Carolina in 2003, and greater Washington D.C. (Maryland/Virginia) in 2005. At present, the company is most heavily weighted to the California and Texas markets. KBH has typically focused on entry-level home buyers and, to a lesser extent, on first-step move-up buyers in the U.S. In 2014, trade-up buyers and more affluent first-time buyers dominated the sales mix. The fiscal 2014 average price was $328,400 for 7,215 homes delivered. The average price varies considerably by market, ranging from $223,800 in the Central region to $569,700 on the West Coast (California) during 4Q'14. KBH employs what it calls its KBnxt operational business model. This strategy includes regular detailed product preference surveys, primarily acquiring partially or fully developed and entitled land in markets with high growth potential. Construction is generally began only after a purchase contract has been signed, establishing an even flow of production, pricing homes to compete with existing homes and using design centers to customize homes to the preferences of homebuyers. KBH strives to be among the top five builders or, in very large markets, top 10 homebuilders, in order to have access to the best land and subcontractors. REAL ESTATE At the end of 4Q'14, KBH controlled 52,198 lots, a 14.6% decrease from the end of 2013 and a 73.5% drop from a peak of 197,000 lots at the end of 1Q'06 (February 2006). Based on latest 12 month (LTM) closings, the company controlled 7.2 years of land (up from 5.1 years at the end of 2005); KBH has 5.7 years of owned land. The current options share of total lots controlled (20.7%) is down sharply from the peak of 53.7% (4Q'15). KBH spent $272 million on land and development in 4Q'14 and $1.47 billion for the full year. The company has indicated that it will expend less on real estate in fiscal 2015 - projecting $1.1 billion-$1.4 billion. KBH invested $1.14 billion on land and development activities in 2013 and $564.9 million in 2012. The company reported negative $443.5 million in cash flow from operations (CFFO) during 2013 and negative $630.7 million in 2014. As noted above, KBH currently plans to reduce land and development spend by 5%-25% in 2015, following a 28.9% increase in 2014. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Total industry housing starts improve 13.8%, while new home sales increase 18% and existing home sales grow 4.3% during fiscal 2015; -- Land and development spending of approximately $1.1 billion -$1.4 billion during fiscal 2015; -- KBH will continue to have negative CFFO during fiscal 2015, although at a lower amount compared with fiscal 2014 levels; -- Liquidity (unrestricted cash plus revolver availability) remains above $300 million; -- Continued EBITDA margin expansion in fiscal 2015; -- Further improvement in leverage and coverage metrics in fiscal 2015. RATINGS SENSITIVITIES Future ratings and Outlooks will be influenced by broad housing market trends as well as company-specific activity, such as trends in land and development spending, general inventory levels, speculative inventory activity (including the impact of high cancellation rates), gross and net new order activity, debt levels, free cash flow trends and uses, and the company's cash position. KBH's ratings are constrained in the intermediate term because of relatively high leverage metrics. However, a positive rating action may be considered if the recovery in housing is meaningfully better than Fitch's current outlook, KBH shows continuous improvement in credit metrics, and maintains a healthy liquidity position (combination of cash and equivalents and availability on the RCF). In particular, debt-to-EBITDA would need to approach 4x, debt-to-capitalization should approximate 55%, and interest coverage would need to exceed 4x in order to take a positive rating action. Negative rating actions could be triggered if the industry recovery dissipates or if there is a meaningful shortfall in KBH's financials (revenues, profitability) and the company maintains an overly aggressive land and development spending program that meaningfully diminishes its liquidity position (i.e. to below $300 million). Fitch currently rates KBH with a Stable Outlook as: -- Issuer Default Rating 'B+'; -- Senior unsecured debt 'B+/RR4'. RECOVERY RATING The Recovery Rating (RR) of 'RR4' on KBH's senior unsecured notes indicates average recovery prospects for holders of these debt issues. KBH's exposure to claims made pursuant to performance bonds and joint venture debt and the possibility that part of these contingent liabilities would have a claim against the company's assets were considered in determining the recovery for the unsecured debtholders. Fitch applied a going concern valuation analysis for this RR. KB HOME: Moody's Assigns B2 Rating on New $250MM Unsecured Notes ---------------------------------------------------------------- Moody's assigned a B2 rating to KB Home's proposed $250 million unsecured notes due 2023. The proceeds from this offering are expected to go toward retiring the company's 6 1/4% 2015 unsecured notes and/or for general corporate purposes. KB Home's other ratings including its B2 Corporate Family Rating are unchanged. The following rating actions were taken: Proposed $250 million senior unsecured notes, due 2023, assigned B2 (LGD4) Ratings Rationale The B2 Corporate Family Rating considers KB Home's moderate interest coverage of slightly above 1x. In addition, the rating reflects significant negative cash flow generation, which is expected to persist in the intermediate term from the accelerated land spend; and a modest tangible equity base. The company's debt leverage, albeit still high, has declined to around 64% at September 30, 2014 from 82% in fiscal 2013 partly because of deferred tax asset reversal. At the same time, the ratings incorporate the company's improving operating performance and Moody's expectation that strong new order, backlog and home pricing growth driven by positive industry fundamentals will solidify the company's credit profile. Additionally, KB Home's rating is supported by its balanced geographic footprint, though the company has some concentration in California. The concentration in California should aid in the company's recovery given California's current and forecasted strength. The SGL-2 rating, which reflects Moody's assessment that KB Home's liquidity profile will be good over the next 12 months, balances the company's success in extending debt maturities and raising growth capital against its aggressive land spend plans and projected negative cash flow generation. In addition, the SGL-2 considers the company's $200 million unsecured revolving credit facility that as of September 30, 2014 was fully available. Moody's projects the company to maintain good headroom under financial covenants in the credit facility. The positive rating outlook reflects Moody's expectation that the company's credit metrics will continue to improve over the next year as it benefits from increasing demand for new homes. The ratings could be considered for an upgrade if the company demonstrates consistent profitability and debt leverage below 60%. Continued losses, weakening liquidity, debt/capitalization above 80% on a sustained basis, deteriorating margins, and/or under performance vs. the industry on revenue generation could create downward pressure on the ratings. The principal methodology used in this rating was Global Homebuilding Industry published in March 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Los Angeles, KB Home is one of the country's largest homebuilders, with presence in 33 markets and four geographic regions, including the West, Southwest, Central, and Southeast. For the last twelve months ended September 30, 2014, the company's total revenues and consolidated net income were $2.39 billion and $918 million, respectively. KB HOME: S&P Assigns 'B' Rating on $250MM Sr. Unsecured Notes ------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B' issue-level rating to U.S.-based homebuilder KB Home's proposed $250 million senior unsecured notes due 2023. The recovery rating is '3', indicating S&P's expectation for meaningful (50% to 70%) recovery in the event of a payment default. S&P expects the company to use the proceeds to retire $200 million of 6.25% senior notes due June 15, 2015, and for general corporate purposes. Following the retirement of the senior notes due in June 2015, the company will have no material debt maturities until Sept. 15, 2017. S&P's 'B' corporate credit rating and stable rating outlook on KB Home are unaffected. Ratings List KB Home Corporate Credit Rating B/Stable/-- New Rating KB Home $250 million sr unsecd nts due 2023 B Recovery Rating 3 KIOR INC: Court Sets Claims Bar Dates ------------------------------------- The U.S. Bankruptcy Court established these deadline for creditors to file proofs of claim in the Chapter 11 case of KiOR Inc. For claims arising before Nov. 9, 2014, the Court to set at least 30 days after the service date at 5:00 p.m. (prevailing Eastern time) as the claims bar date. Meanwhile, all governmental units must file their claims no later than 5:00 p.m. (prevailing Eastern time) on May 8, 2015. As reported in the Troubled Company Reporter on Dec. 29, 2014, all proofs of claim must be filed either by: a) regular mail: KiOR Inc. Claims Processing Center c/o Epiq Bankruptcy Solutions LLC Grand Central Station P.O. Box 5283 New York, NY 10163-5283 b) overnight mail courier: KiOR Inc. Claims Processing Center c/o Epiq Bankruptcy Solutions LLC 757 Third Avenue, 3rd Floor New York, NY 10017 About Kior Inc. KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are development stage, renewable fuels companies based in Pasadena, Texas and Columbus, Mississippi, respectively. KiOR, Inc., was founded in 2007 as a joint venture between Khosla Ventures, LLC, and BIOeCon B.V. KiOR Inc.'s primary business is the development and commercialization of a ground-breaking proprietary technology designed to generate a renewable crude oil from non-food cellulosic biomass. KiOR, Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No. 14-12514) on Nov. 9, 2014, in Delaware. Through the chapter 11 case, the Debtor intends to reorganize its business or sell substantially all of its assets so that it can continue its core research and development activities. KiOR Columbus did not seek bankruptcy protection. The Debtor disclosed $58.3 million in assets and $261 million in liabilities as of June 30, 2014. The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley, Esq., and Eric M. English, Esq., at King & Spalding, LLP, in Houston, Texas; and John Henry Knight, Esq., Michael Joseph Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. The Debtor's financial advisor is Alvarez & Marsal. Guggenheim Securities, LLC, is the Debtor's investment banker. Epiq Bankruptcy Solutions, LLC, is the Debtor's claims and noticing agent. Pasadena Investments, LLC, as administrative agent for a consortium of lenders, committed to provide up to $15 million in postpetition financing. The DIP Agent is represented by Thomas E. Patterson, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California, and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. LAZARD GROUP: Moody's Assigns Ba1 Rating on $400MM Senior Notes --------------------------------------------------------------- Moody's Investors Service has assigned a Ba1 rating to Lazard Group LLC's $400 million senior unsecured notes due 2025. Lazard plans to utilize the proceeds of the offering, together with cash on hand, to call $450 million of its 6.85% senior unsecured notes due 2017. Ratings Rationale Moody's maintains a Ba1 corporate family rating for Lazard, together with a Ba1 senior unsecured debt rating. The rating outlook is stable. Moody's said Lazard's refinancing transaction is credit positive, because it will reduce outstanding debt and interest expense, and extend the company's debt maturity profile. The 2025 notes will rank pari passu with the company's existing Ba1-rated senior unsecured notes (comprising of $548 million (prior to call) 6.85% senior unsecured notes due 2017 and $500 million 4.25% senior unsecured notes due 2020). What Could Change the Rating -- Up Moody's said that upward momentum to an investment grade rating will most likely be dependent upon the degree to which Lazard sustains its cost conscious behavior; and the development of its capital policies with respect to the balance between creditor and shareholder interests. These matters will be evidenced by the level of consistency and volatility of its profit margins, trends in its debt service metrics and its levels of tangible common equity and double leverage. Continued growth in contributions from the asset management business would also be positive for the rating. What Could Change the Rating -- Down Moody's said that a significant deterioration in debt coverage metrics would be viewed negatively, as would the escalation of employee compensation costs at a rate that exceeds revenue growth. Reduced financial flexibility, for example in the form of a significant reduction in cash on hand, would also pressure the rating. A significant downturn in contributions from the asset management business would be negative for the rating. LENNAR CORP: Loan Upsizing No Impact on Moody's B3 CFR ------------------------------------------------------ Moody's Investors Service said that Lennar Corporation's upsize of its senior unsecured notes does not impact its Ba3 rating or positive outlook. This is a $150 million upsize of Lennar's $350 million of 4.5% notes due 2019 that were issued in November 2014. Proceeds of the upsized notes will be used for general corporate purposes including debt repayment. The Ba3 rating on Lennar's existing senior unsecured notes and the SGL-1 speculative grade liquidity rating were unaffected as was the positive ratings outlook. The positive outlook reflects Moody's expectation that Lennar's adjusted debt leverage will trend towards that of a Ba2-rated homebuilder (i.e., towards 45%) within the next 12 to 18 months while its other key credit metrics, e.g., interest coverage and return on assets, will continue to improve, and gross margins, while leveling off, will still exceed investment grade levels. The following ratings were unaffected: Ba3 corporate family rating; Ba3-PD probability of default rating; Ba3 (LGD4) on the existing senior unsecured and convertible senior notes; (P)Ba3 on the existing senior unsecured shelf offerings; SGL-1 speculative grade liquidity rating; Positive rating outlook. Ratings Rationale Lennar's Ba3 corporate family rating reflects the company's industry-leading gross margins among the pure homebuilders; its strong earnings performance; the near elimination of its formerly outsized recourse joint venture debt exposure; and the substantial tangible equity base. In addition, the company has successfully managed its investments in new asset classes that are different from, albeit related to, more traditional homebuilding activities. At the same time, Lennar's ratings incorporate an adjusted pro forma adjusted homebuilding debt leverage of approximately 51.7% as of November 30, 2014 that is somewhat stretched for a Ba3; the expectation of negative cash flow from operations over the next 12 to 18 months as the company continues to feed its growth engine; the moderately long land position; and its high proportion of speculative construction. In addition, Lennar's propensity to invest in different asset classes and structures compared to more traditional homebuilders adds an element of extra risk to the company's credit profile. While these investments can and do generate solid returns and cash, especially during growth periods, they can also result in sizable write downs, considerable use of management time, and cash drains, as the joint venture operations did during the recent downturn. Lennar's liquidity is supported by its $886 million unrestricted cash position at November 30, 2014, the availability of about $1.235 billion under its $1.252 billion committed senior unsecured revolving credit facility due 2018 (net of $17.1 million of outstanding letters of credit), and substantial headroom under its financial maintenance covenants. The revolving credit facility requires the company to maintain compliance, as of November 30, 2014, with minimum tangible net worth of over $2 billion, maximum net debt leverage of 65.0%, and either a minimum 1.0x liquidity coverage of last 12 months interest incurred or a trailing 12 months interest coverage of 1.5x. The ratings could benefit if the company continues to generate positive and growing net income, resumes growing its free cash flow, continues to strengthen its liquidity, and, most importantly, drives its adjusted debt leverage towards the 45% level. The outlook and/or ratings could come under pressure if the economic backdrop suddenly and significantly takes a turn for the worse; the company begins generating negative net income; impairments were again to rise materially; the company were to experience even sharper-than-expected reductions in its trailing 12-month free cash flow generation; and/or adjusted debt leverage were to exceed 60% on a sustained basis. The principal methodology used in this rating was Global Homebuilding Industry published in March 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Founded in 1954 and headquartered in Miami, Florida, Lennar is one of the country's largest homebuilders. The company operates in 17 states and specializes in the sale of single-family homes for first-time, move-up, and active adult buyers under the Lennar brand name. Lennar's Financial Services segment provides mortgage financing, title insurance and closing services or both buyers of the company's homes and others. Lennar's Rialto Investments segment is a vertically integrated asset management platform focused on investing throughout the commercial real estate capital structure. Lennar's Multifamily segment is a national developer of multifamily rental properties. Total revenues (including that of the financial services segment) for the fiscal year ended November 30, 2014 were approximately $7.8 billion, and consolidated net income was $639 million. LENNAR CORP: S&P Retains BB CCR on Proposed Add-On to Unsec. Notes ------------------------------------------------------------------ Standard & Poor's Ratings Services said that its ratings on Lennar Corp. are not affected by the company's plans to increase its $350 million 4.5% senior notes due 2019 by roughly $150 million. S&P expects the company to use proceeds for working capital and for general corporate purposes. The 'BB' corporate credit rating on Miami-based Lennar reflects S&P's view of the homebuilder's business risk profile as "fair" and its financial risk profile as "significant." The stable outlook is based on S&P's expectation that a healthier U.S. home construction industry will support stronger EBITDA, with leverage below 4x, even as the company adds modest amounts of debt to support working capital needs. Ratings List Lennar Corp. Corporate Credit Rating BB/Stable/-- Ratings Unchanged Lennar Corp. $500 mil 4.5% sr notes due 2019* BB Recovery Rating 3 *Includes $150 million add-on. LEVEL 3: Vanguard Group Reports 6.4% Stake as of Dec. 31 -------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, The Vanguard Group reported that as of Dec. 31, 2014, it beneficially owned 21,591,758 shares of common stock of Level 3 Communications Inc. representing 6.42 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/pF6QSR About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. For the year ended Dec. 31, 2014, the Company reported net income of $314 million on $6.77 billion of revenue compared to a net loss of $109 million on $6.31 billion of revenue during the prior year. As of Dec. 31, 2014, the Company had $20.9 billion in total assets, $14.6 billion in total liabilities and $6.36 billion in stockholders' equity. * * * In June 2014, Fitch Ratings upgraded the Issuer Default Rating (IDR) assigned to Level 3 Communications, Inc. (LVLT) and its wholly owned subsidiary Level 3 Financing, Inc. (Level 3 Financing) to 'B+' from 'B'. "The upgrade of LVLT's ratings is supported by the continued strengthening of the company's credit profile since the close of the Global Crossing Limited (GLBC) acquisition, positive operating momentum evidenced by expanding gross and EBITDA margins, and ongoing revenue growth within the company's Core Network Services (CNS) segment and its position to generate meaning FCF," Fitch stated. In June 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Level 3 to 'B' from 'B-'. "The upgrade reflects improved debt leverage, initially from the acquisition of the lower-leveraged Global Crossing in October 2011, and subsequently from realization of the bulk of what the company expects to eventually be $300 million of annual operating synergies," said Standard & Poor's credit analyst Richard Siderman. As reported by the TCR on Oct. 31, 2014, Moody's Investors Service upgraded Level 3's corporate family rating (CFR) to 'B2' from 'B3'. Level 3's B2 CFR is based on the company's ability to generate relatively modest free cash flow of between $250 million and $300 million in 2016 and, inclusive of debt which is presumed to be converted to equity in 2015, to de-lever by approximately 0.5x to 4.8x (Moody's adjusted) by the end of 2016. LIGHTSQUARED INC: Unveils New $210MM Bankruptcy Financing Deal -------------------------------------------------------------- Law360 reported that LightSquared Inc. told a New York bankruptcy judge that it has gotten access to a fresh $210 million round of financing to help it through what has so far been a difficult and expensive bankruptcy. According to the report, the new financing will replace a debtor-in-possession loan expiring at the end of May, the company's filing says. The money will be provided by two JPMorgan Chase & Co. units, Centerbridge Partners LP and Harbinger Capital Partners Master Fund Ltd., the report said. Lightsquared's Chapter 11 plan, which is backed by Fortress Credit Opportunities Advisors LLC; Centerbridge Partners, L.P.; Harbinger Capital Partners LLC, and the JPM Inc., will go to court for confirmation next month. The Plan's chief opponent has been Charles Ergen's Dish Network Corp. and has objected to the disclosure statement seeking clarification about the valuation based on an assumption that federal regulators eventually approve use of frequency licenses. Mr. Ergen is the largest holder of LightSquared secured debt and had sponsored a plan, offering to buy the business for $2.2 billion. 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. * * * Judge 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, after determining that the disclosures contain adequate information within the meaning of Section 1125(a) of the Bankruptcy Code. As previously reported by The Troubled Company Reporter, the Debtors, in December, filed a joint plan and disclosure statement, which contemplate, among other things, (A) new money investments by the New Investors in exchange for a combination of preferred and common equity, (B) the conversion of the Prepetition LP Facility Claims into new second lien debt obligations, (C) the repayment in full, in cash, of the Inc. Facility Prepetition Inc. Facility NonSubordinated Claims immediately following confirmation of the Plan, (D) the payment in full, in cash, of LightSquared's general unsecured claims, (E) the provision of $1.25 billion in new money working capital for the Reorganized Debtors, (F) the assumption of certain liabilities, (G) the resolution of all inter-Estate disputes, and (H) the contribution by Harbinger of the Harbinger Litigations. LIONEL SAWYER: Law Firm Files Bankruptcy Owing $3.37-Mil. --------------------------------------------------------- Howard Stutz, writing for Las Vegas Review-Journal, reported that the historic Lionel Sawyer & Collins law firm, which went out of business at the beginning of the year, filed for Chapter 7 bankruptcy liquidation at the end of January, owing creditors more than $3.37 million. According to the report, the law firm, once considered Nevada's largest legal house, said in a voluntary filing with the U.S. Bankruptcy Court in Las Vegas that it had assets of $931,626 in personal property. The only secured creditor, according to the filing, was Western Alliance Bank, which is owed $2.86 million, the report related. LIQUIDMETAL TECHNOLOGIES: Adopts 2015 Equity Incentive Plan ----------------------------------------------------------- The Board of Directors of Liquidmetal Technologies, Inc., adopted an equity incentive plan and granted options under the 2015 Plan to the Company's named executive officers. The 2015 Plan authorizes the Company's Board and the Compensation Committee to grant equity-based compensation awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and other awards for the purpose of providing the Company's directors, officers and other employees incentives and rewards for performance. Additionally, the Board approved the form of Incentive Stock Option Agreement and form of Nonqualified Stock Option Agreement. The stockholders of the Company will vote on the Plan at the 2015 Annual Meeting to be held later this year for the purpose of enabling the Company to grant incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. The 2015 Plan will be administered by the Compensation Committee under delegated authority from the Company's Board. The Company's Board or Compensation Committee may delegate its authority under the 2015 Plan to a subcommittee. The Compensation Committee or the subcommittee may delegate to one or more of its members or to one or more of the Company's officers, or to one or more agents or advisors, administrative duties, and the Compensation Committee may also delegate powers to one or more of the Company’s officers do one or both of the following: * designate employees to receive awards under the 2015 Plan; and * determine the size of any such awards. Total awards under the 2015 Plan are currently limited to 40,000,000 shares of common stock. Pursant to the Plan, on Jan. 27, 2015, the Board of the Company awarded the following option grants to NEOs: Grant Amount Executive Officer (Options of Common Stock) ----------------- ------------------------- Tom Steipp 4,300,000 Rick Salas 1,200,000 Tony Chung 1,500,000 Bruce Bromage 1,500,000 In addition, options to purchase 400,000 shares were granted to each of the four non-employee directors of the Company. All of the foregoing option grants will expire 10 years from the date of grant unless they terminate earlier upon a termination of service. The options will vest ratably over a four year period. About Liquidmetal Technologies Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies, Inc., and its subsidiaries are in the business of developing, manufacturing, and marketing products made from amorphous alloys. Liquidmetal Technologies markets and sells Liquidmetal(R) alloy industrial coatings and also manufactures, markets and sells products and components from bulk Liquidmetal alloys that can be incorporated into the finished goods of its customers across a variety of industries. The Company also partners with third- party licensees and distributors to develop and commercialize Liquidmetal alloy products. Liquidmetal reported a net loss and comprehensive loss of $14.2 million on $1.02 million of total revenue for the year ended Dec. 31, 2013, as compared with a net loss and comprehensive loss of $14.02 million on $650,000 of total revenue for the year ended Dec. 31, 2012. The Company's balance sheet at Sept. 30, 2014, showed $14.2 million in total assets, $6.86 million in total liabilities and $7.34 million in total stockholders' equity. SingerLewak LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and has an accumulated deficit. This raises substantial doubt about the Company's ability to continue as a going concern. LORILLARD INC: Vanguard Reports 5.4% Stake as of Dec. 31 -------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, The Vanguard Group disclosed that as of Dec. 31, 2014, it beneficially owned 19,680,593 shares of common stock of Lorillard Inc. representing 5.46 percent of the shares outstanding. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, is the beneficial owner of 489,812 shares or .13% of the Common Stock outstanding of the Company as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, is the beneficial owner of 155,699 shares or .04% of the Common Stock outstanding of the Company as a result of its serving as investment manager of Australian investment offerings. A copy of the regulatory filing is available for free at: http://is.gd/0t2dJd About Lorillard Lorillard, Inc. is the manufacturer of cigarettes in the United States. Its Newport is a menthol flavored premium cigarette brand. In addition to the Newport brand, its product line has four additional brand families marketed under the Kent, True, Maverick and Old Gold brand names. Lorillard reported net income of $1.18 billion in 2014 following net income of $1.18 million in 2013. As of Dec. 31, 2014, Lorillard had $3.50 billion in total assets, $5.69 billion in total liabilities and a $2.18 billion total shareholders' deficit. MARINA BIOTECH: Matthewson Reports 2% Stake as of Feb. 5 -------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, R. Kirk Mathewson, Ditty Properties, Inc., Ditty Properties Limited Partnership disclosed that as of Feb. 5, 2015, they beneficially owned 555,000 shares of common stock of Marina Biotech, Inc., representing 2.2 percent of the shares outstanding. A copy of the regulatory filing is available at: http://is.gd/ruegRz About Marina Biotech Marina Biotech, Inc., headquartered in Bothell, Washington, is a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies utilizing gene silencing approaches such as RNA interference ("RNAi") and blocking messenger RNA ("mRNA") translation. The Company's goal is to improve human health through the development, either through its own efforts or those of its collaboration partners and licensees, of these nucleic acid-based therapeutics as well as the delivery technologies that together provide superior treatment options for patients. The Company has multiple proprietary technologies integrated into a broad nucleic acid-based drug discovery platform, with the capability to deliver novel nucleic acid-based therapeutics via systemic, local and oral administration to target a wide range of human diseases, based on the unique characteristics of the cells and organs involved in each disease. On June 1, 2012, the Company announced that, due to its financial condition, it had implemented a furlough of approximately 90% of its employees and ceased substantially all day-to-day operations. Since that time substantially all of the furloughed employees have been terminated. As of Sept. 30, 2012, the Company had approximately 11 remaining employees, including all of its executive officers, all of whom are either furloughed or working on reduced salary. As a result, since June 1, 2012, its internal research and development efforts have been minimal, pending receipt of adequate funding. As reported by the TCR on May 21, 2014, KPMG LLP was dismissed as the principal accountants for Marina Biotech, Inc., and Wolf & Company, P.C., had been engaged as replacement. In 2013, the Company incurred a net loss of $1.57 million on $2.11 million of license and other revenue, compared to a net loss of $9.54 million on $4.21 million of license and other revenue in 2012. As of Sept. 30, 2014, the Company had $9.95 million in total assets, $20.1 million in total liabilities, and a $10.2 million stockholders' deficit. MARK HARDWICK: Files for Chapter 11 After Found Guilty of Fraud --------------------------------------------------------------- Miriam Rozen at Texas Lawyer reports that Mark Hardwick filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Western District of Texas in Austin on Feb. 5, 2015. According to the attorney payment disclosure statement, the Debtor will pay Austin's Husch Blackwell's Stephen Lemmon an hourly rate of $590. Texas Lawyer says that the Debtor has already paid the same firm a retainer of $65,000, of which $11,517 was used for prepetition services provided and expenses incurred. NewsWest 9 recalls that last month, the Debtor was found guilty of fraud and was ordered to pay $8.5 million to Smith Energy, which he allegedly charged for work not done, double-billed and improperly obtained leases he was legally prohibited from acquiring. The report states that the Debtor had worked with the company to manage oil and gas leases in West Texas. NewsWest 9 relates that within less than 72 hours of the final judgment, the Debtor filed a Chapter 11 petition and a request based on his bankruptcy filing to stay the litigation in the 121st District Court in Terry County, where the judge had issued the final judgment against him. According to NewsWest 9, Mr. Lemmon said that the Debtor's appellate lawyers expect to raise significant issues on appeal, and that he is meeting in Midland with the Debtor's bankers and other lawyers to prepare a proposed bankruptcy plan, which the Debtor will file in the next few weeks. Citing Mr. Lemmon, NewsWest 9 reports that the Debtor owes "a decent amount of money" to his civil case lawyers, and he has incurred other debts, but if he wins an appeal and overturns the Smith Energy final judgment, "the truth of the matter is, he will have sufficient resources to take care of his other obligations." MASHANTUCKET PEQUOT: Moody's Lowers Corporate Family Rating to Ca ----------------------------------------------------------------- Moody's Investors Service lowered The Mashantucket Pequot Tribal Nation's Corporate Family Rating to Ca from Caa3, its Probability of Default Rating to Ca-PD from Caa3-PD, and the rating on its senior secured credit facilities rating to Caa1 from B2. The Tribe's junior debt obligations are not rated. The rating outlook is negative. The Mashantucket Pequot Tribal Nation (Tribe) conducts the gaming and resort operations of Foxwoods Resort Casino through the Mashantucket Pequot Gaming Enterprise, a wholly-owned, unincorporated division of the Tribe This concludes Moody's ratings review for the Tribe initiated on August 21, 2014. Ratings downgraded: Corporate Family Rating, to Ca from Caa3 Probability of Default Rating, to Ca-PD from Caa3-PD Term loan A due 2018, to Caa1 (LGD 2) from B2 (LGD 2) Term loan B due 2020, to Caa1 (LGD 2) from B2 (LGD 2) Term loan C due 2016, to Caa1 (LGD 2) from B2 (LGD 2) Revolver due 2016, to Caa1 (LGD 2) from B2 (LGD 2) Ratings Rationale The Ca Corporate Family Rating and negative rating outlook acknowledges that Tribe is operating under a forbearance agreement with its senior lenders (expires on June 15, 2015), and that the cash portion of junior debt interest payments have been blocked by the senior lenders. While this blockage is not considered a payment default under the Tribe's bank agreement, junior debt indentures, and related inter-creditor agreements, Moody's believes that the Tribe will ultimately go through a debt restructuring that will involve some level of impairment to creditors. The Tribe's debt/EBITDA has been over 10 times since it emerged from a restructuring in early 2013, and the ability to service its senior and junior debt depends entirely on revenue and earnings coming from its Connecticut casino. Connecticut is among the states suffering the most from casino additions in the Northeastern US. Like other regional gaming companies throughout the US, the Tribe's earnings have been unfavorably impacted by a combination of reduced spending trends by gaming consumers, increased competition and more aggressive promotional activity. The negative rating outlook considers that absent either an extension of the forbearance agreement or restructuring of the Tribe's debt obligations, cash flows plus available cash balances are not sufficient to repay all of its current outstanding debt if required by lenders. Ratings could be lowered if the forbearance agreement is not renewed upon its expiration and the credit facility lenders were to exercise certain default related remedies. A higher rating is possible to the extent any restructuring results in a substantial and sustainable improvement in Tribe's credit profile. The principal methodology used in these ratings was Global Gaming Industry published in June 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. MASONITE INTERNATIONAL: S&P Affirms 'BB-' CCR; Outlook Positive --------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'BB-' long-term corporate credit rating on B.C.-based Masonite International Corp. The outlook is positive. At the same time, Standard & Poor's affirmed its 'BB-' issue-level rating on the company's senior unsecured notes. The '4' recovery rating on the debt is unchanged, indicating S&P's expectation for average recovery (30%-50%) in the event of default. Recovery falls in the lower half of the range. "The affirmation reflects our expectation that adjusted debt-to-EBITDA will be about 3x in the next couple of years," said Standard & Poor's credit analyst Jamie Koutsoukis. This is commensurate with S&P's "aggressive" financial risk profile after incorporating a high degree of expected volatility in S&P's forecast credit measures. This volatility largely reflects S&P's uncertainty with respect to U.S. housing starts, which have failed to meet S&P's expectations over the past couple of years. S&P's base-case scenario assumes Masonite will realize about 30% of annual adjusted EBITDA growth through 2016 due in large part to robust demand from the U.S. residential construction market combined with Masonite's high operating leverage. Furthermore, S&P believes the company will continue to make debt-funded tuck-in acquisitions and maintain reported debt-to-EBITDA within its target 3x-4x range. S&P views Masonite's business risk profile as "fair," to reflect the company's exposure to the highly cyclical U.S. residential construction market, which S&P expects will generate about 60% of 2014 revenues. S&P believes the U.S. residential construction market will continue on its unsteady recovery with U.S. housing starts of about 1.0 million in 2014 still well below the historical average of 1.5 million starts (based on data from 1959 to 2014). The positive outlook reflects S&P's view that higher U.S. residential construction activity, combined with higher product prices, will result in a sustained adjusted debt-to-EBITDA ratio below 3.5x. S&P could raise the rating within the next 12 months if it believes the company can sustain an adjusted debt-to-EBITDA ratio below 3.5x, supported by its financial policy and U.S. housing starts trending at about 1.2 million in 2015, reinforcing S&P's EBITDA growth forecast. S&P could revise the outlook to stable if there is a slower-than-expected recovery in U.S. new home construction, or if Masonite loses a major customer, resulting in an adjusted debt-to-EBITDA ratio above 4x. MEDICURE INC: Provides Quarterly Revenue on a Calendar Basis ------------------------------------------------------------ Medicure Inc. provided detail on its historic calendar quarter revenue in anticipation of future reporting under the new financial reporting periods. This change in year end from May 31 to December 31 was previously announced on Dec. 18, 2014. Net revenue from the sale of AGGRASTAT finished product for the twelve months ended Dec. 31, 2014, is estimated to be $8.4 million compared to $3.2 million for the 12 months ended Dec. 31, 2013, an increase of 161%. As the Company enters the 2015 calendar and fiscal year, hospital demand for AGGRASTAT continues to increase significantly. The increase in revenue is primarily attributable to a continuing increase in the number of new hospital customers using AGGRASTAT. The number of new customers reviewing and implementing AGGRASTAT has increased sharply as a result of FDA approval of the new dosing regimen for AGGRASTAT as announced on Oct. 11, 2013. Additionally, favourable fluctuations in the U.S. dollar exchange rate contributed to the increase in revenue. The Company's commercial team continues to work on further expanding its customer base and the Company expects sales of AGGRASTAT to continue to increase over the coming quarters. The Company is also continuing to seek other opportunities to grow its business through acquisition and continues to explore other new product opportunities to compliment AGGRASTAT and leverage the Company's growing commercial team. Additionally, the Company's continues to monitor its minority interest in Apicore, a pharmaceutical manufacturer, which was acquired on July 3, 2014. Medicure holds an option to acquire all of the remaining issued shares of Apicore within the next 2 1/2 years. Medicure is also continuing the research and development of Tardoxal for the treatment of tardive dyskinesia as well as a transdermal delivery formulation of its lead drug AGGRASTAT (tirofiban HCl). About Medicure Inc. Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX: MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical company engaged in the research, development and commercialization of human therapeutics. The Company has rights to the commercial product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the United States and its territories (Puerto Rico, U.S. Virgin Islands, and Guam). AGGRASTAT(R), a glycoprotein GP IIb/IIIa receptor antagonist, is used for the treatment of acute coronary syndrome (ACS) including unstable angina, which is characterized by chest pain when one is at rest, and non-Q-wave myocardial infarction. Medicure Inc. reported a net loss of C$1.63 million for the year ended May 31, 2014, compared to a net loss of C$2.57 million for the year ended May 31, 2013. As of Aug. 31, 2014, the Company had C$5.60 million in total assets, C$9.92 million in total liabilities and a C$4.32 million total deficiency. Ernst & Young LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended May 31, 2014. The independent auditors noted that Medicure Inc. has experienced losses and has accumulated a deficit of $127.5 million since incorporation and has a working capital deficiency of $869,000 as at May 31, 2014. These conditions, the auditors said, raise substantial doubt about its ability to continue as a going concern. MERRIMACK PHARMACEUTICALS: Jennison No Longer a Shareholder ----------------------------------------------------------- In an amended regulatory filing with the U.S. Securities and Exchange Commission, Jennison Associates LLC diclosed that as of Dec. 31, 2014, it has ceased to be the beneficial owner of any shares of common stock of Merrimack Pharmaceuticals, Inc. Jennisson previously held 6,536,656 common shares or 6.4% equity stake as of Dec. 31, 2013. A copy of the regulatory filing is available at http://is.gd/U0Pm4l About Merrimack Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a biopharmaceutical company discovering, developing and preparing to commercialize innovative medicines consisting of novel therapeutics paired with companion diagnostics. The Company's initial focus is in the field of oncology. The Company has five programs in clinical development. In it most advanced program, the Company is conducting a pivotal Phase 3 clinical trial. Merrimack reported a net loss of $130.7 million in 2013, a net loss of $91.8 million in 2012 and a net loss of $79.7 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $189 million in total assets, $288 million in total liabilities, $150,000 in non-controlling interest and a $99.7 million total stockholders' deficit. METALICO INC: Adam Weitsman Anxious Over Rights Plan ---------------------------------------------------- Adam Weitsman, holder of 11.7 percent of the outstanding shares of Metalico Inc., disclosed in a Schedule 13D filed with the U.S. Securities and Exchange Commission that he is concerned with the Company's continued underperformance, which he believes has been driven largely in part by "poor capital allocation decisions over the past several years, including several ill-advised acquisitions that have destroyed significant stockholder value". The Reporting Person is also concerned with the Company's capital structure and poor corporate governance practices, including, most recently, its decision to adopt a stockholder rights plan. Weitsman said he attempted to engage in communication with management and the Board of Directors of the Issuer regarding the his concerns. However, Weitsman reserves all rights to take any and all action required to protect the interests of stockholders if his concerns continue to fall on deaf ears, including, but not limited to, seeking Board representation at the 2015 annual meeting of stockholders. Mr. Weistman beneficially owned 6,816,136 shares of common stock of Metalico as of Feb. 9, 2015. A full-text copy of the regulatory filing is available at: http://is.gd/9Nshlu About Metalico Metalico, Inc., is a holding company with operations in two principal business segments: ferrous and non-ferrous scrap metal recycling, and fabrication of lead-based products. The Company operates recycling facilities in New York, Pennsylvania, Ohio, West Virginia, New Jersey, Texas, and Mississippi and lead fabricating plants in Alabama, Illinois, and California. Metalico's common stock is traded on the NYSE MKT under the symbol MEA. Metalico reported a net loss attributable to the Company of $34.8 million in 2013 following a net loss attributable to the Company of $13.1 million in 2012. Metalico incurred a net loss attributable to the Company of $3.61 million for the six months ended June 30, 2014. As of Sept. 30, 2014, the Company had $294 million in total assets, $157 million in total liabilities, and $138 million in total equity. METALICO INC: Eric Soderlund Reports 9.9% Stake as of Dec. 31 ------------------------------------------------------------- Corre Opportunities Qualified Master Fund, LP, Corre Opportunities Fund, LP, Corre Partners Advisors, LLC, Corre Partners Management, LLC, John Barrett and Eric Soderlund disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, they beneficially owned 6,957,912 shares of common stock of Metalico Inc. representing 9.9 percent of the shares outstanding. A copy of the regulatory filing is available at: http://is.gd/w53YNK About Metalico Metalico, Inc., is a holding company with operations in two principal business segments: ferrous and non-ferrous scrap metal recycling, and fabrication of lead-based products. The Company operates recycling facilities in New York, Pennsylvania, Ohio, West Virginia, New Jersey, Texas, and Mississippi and lead fabricating plants in Alabama, Illinois, and California. Metalico's common stock is traded on the NYSE MKT under the symbol MEA. Metalico reported a net loss attributable to the Company of $34.8 million in 2013 following a net loss attributable to the Company of $13.1 million in 2012. For the nine months ended Sept. 30, 2014, Metalico reported a net loss attributable to the Company of $10.52 million. As of Sept. 30, 2014, the Company had $294 million in total assets, $157 million in total liabilities and $138 million in total equity. METALICO INC: Hudson Bay Reports 7.6% Stake as of Dec. 31 --------------------------------------------------------- Hudson Bay Capital Management, L.P., and Sander Gerber disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, they beneficially owned 937,615 shares of common stock issuable upon conversion of Series A convertible notes and 3,903,270 shares of common stock issuable upon conversion of Series B convertible notes of Metalico, Inc., representing 7.66 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/hs89xg About Metalico Metalico, Inc., is a holding company with operations in two principal business segments: ferrous and non-ferrous scrap metal recycling, and fabrication of lead-based products. The Company operates recycling facilities in New York, Pennsylvania, Ohio, West Virginia, New Jersey, Texas, and Mississippi and lead fabricating plants in Alabama, Illinois, and California. Metalico's common stock is traded on the NYSE MKT under the symbol MEA. Metalico reported a net loss attributable to the Company of $34.8 million in 2013 following a net loss attributable to the Company of $13.1 million in 2012. For the nine months ended Sept. 30, 2014, Metalico reported a net loss attributable to the Company of $10.52 million. As of Sept. 30, 2014, the Company had $294 million in total assets, $157 million in total liabilities, and $138 million in total equity. MILESTONE SCIENTIFIC: Steven Robins Named as President ------------------------------------------------------ The Board of Directors of Milestone Scientific Inc. appointed Steven F. Robins as president of the Company effective on Jan. 1, 2015, according to a regulatory filing with the U.S. Securities and Exchange Commission. Steven F. Robins, age 49, has been the president of the Company and of the Company's medical joint venture entity, Milestone Medical Inc. since Jan. 1, 2015. Mr. Robins has an extensive background in the healthcare industry and has been working with Company on a consulting basis since July 2014. Mr. Robins has held both general management and marketing positions at Bausch & Lomb, Johnson & Johnson and Pfizer. Prior to July 2014, Mr. Robins was employed at Bausch & Lomb Vision Care, North America in the positions of President from May 2009 to August 2011 and Chief Marketing Officer of from September 2011 to August 2013. Prior to Bausch & Lomb, Mr. Robins was a vice president and general manager of Johnson & Johnson's Consumer Healthcare Business unit in Canada from November 2006 to April 2009. From April 1994 to October 2006 he was at Pfizer Consumer Healthcare, where he held a series of roles including Group Marketing Director Upper Respiratory. Mr. Robins holds a Bachelor of Arts degree in History from Bates College, Lewiston Maine. Pursuant to his compensation arrangement with the Company, Mr. Robins receives base compensation of $275,000 per year. Upon joining the Company, Mr. Robins is entitled to an option award for 100,000 shares of the Company's common stock exercisable after five years of continuous employment with the Company. In addition, Mr. Robins is entitled to a performance bonus contingent upon achieving targets set by the Company's Compensation Committee. He is also entitled to participate in the Company's employee benefit programs. There is no existing family relationship between Mr. Robins and any director or executive officer of the Company. About Milestone Scientific Livingston, N.J.-based Milestone Scientific Inc. is engaged in pioneering proprietary, innovative, computer-controlled injection technologies and solutions for the medical and dental markets. Milestone Scientific reported net income of $1.46 million in 2013, as compared with a net loss of $870,306 in 2012. The Company's balance sheet at Sept. 30, 2014, showed $17.26 million in total assets, $2 million in total liabilities, all current, and $15.26 million in total stockholders' equity. Baker Tilly Virchow Krause, LLP, in New York, issued "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered recurring losses from operations since inception, which raises substantial doubt about its ability to continue as a going concern. MONARCH COMMUNITY: Gardner Lewis Reports 10% Stake as of Feb. 9 --------------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Gardner Lewis Asset Management disclosed that as of Feb. 9, 2015, it beneficially owned 911,185 shares of common stock of Monarch Community Bancorp Inc. representing 10.17 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/VpJB5N About Monarch Community Coldwater, Michigan-based Monarch Community Bancorp, Inc., was incorporated in March 2002 under Maryland law to hold all of the common stock of Monarch Community Bank, formerly known as Branch County Federal Savings and Loan Association. The Bank converted to a stock savings institution effective Aug. 29, 2002. In connection with the conversion, the Company sold 2,314,375 shares of its common stock in a subscription offering. Monarch Community reported a net loss available to common stockholders of $2.55 million in 2013, a net loss available to common stockholders of $741,000 in 2012 and a net loss of $353,000 in 2011. As of Sept. 30, 2014, the Company had $176.88 million in total assets, $156.89 million in total liabilities, and $19.98 million in total stockholders' equity. MUNCE'S SUPERIOR: Vehicles to Be Sold at Feb. 17 Auction -------------------------------------------------------- Sprague Operating Resources LLC, f/k/a Sprague Energy Corp., as secured party, will sell vehicles of Munce's Superior Petroleum Products, Inc., a New Hampshire corporation, at a foreclosure auction on February 17, 2015, at 12:30 p.m. (Prevailing Eastern Time). The vehicles serve as collateral of Munce's Superior's obligations to Sprague under a Master Distillate and Gasoline Sales Agreement dated July 25, 2007 and a May 26, 2009 promissory note. Munce's Superior defaulted under the agreement. The auction will be held at Pierce Atwood LLP, One New Hampshire Avenue, Suite 350, Portsmouth, New Hampshire 03801. Further information regarding the Collateral can be obtained by contacting counsel to the Secured Party: Lawrence M. Edelman, Esq. PIERCE ATWOOD LLP One New Hampshire Avenue, Suite 350 Portsmouth, NH 03801 Telephone: (603) 433-6300 E-mail: ledelman@pierceatwood.com All bids will be accepted beginning at 12:30 p.m. (prevailing Eastern Time) on February 17, 2015. All bidders (other than Secured Party) shall be required to deposit $500 in cash or certified U.S. funds made payable to Sprague. The Collateral will be sold one vehicle at a time to the highest bidder at the conclusion of the Sale, as determined by Secured Party in its sole and absolute discretion, on an 'AS IS, WHERE IS' basis, with all faults, without recourse, and without any express or implied representations or warranties whatsoever, including, without limitation, condition of title, value or quality of the Collateral. NAKED BRAND: Paul Hayes Appointed to Board ------------------------------------------ Naked Brand Group Inc. appointed Paul Hayes as a director of the Company and a member of the Company's audit committee (Chairman) effective Feb. 3, 2015, according to a regulatory filing with the U.S. Securities and Exchange Commission. Mr. Hayes, a certified public accountant, led the commercial finance and accounting team for the $500 million Calvin Klein brand business in Europe in his capacity as chief financial officer for the Europe region of The Warnaco Group, which was acquired in 2013 by PVH Corporation. He has extensive global experience managing and driving growth in a wide range of industries, particularly in the intimate apparel and sleepwear categories through his tenure at Calvin Klein. He has also held senior positions at international powerhouses Nokia Corporation and Deloitte & Touche LLP. Currently Mr. Hayes serves as the vice president finance for Parfums de Coeur, a fragrance and bath products concern. In connection with Mr. Hayes's appointment, the Company has agreed to issue him 1,500,000 stock options exercisable at $0.128 per share for a period of 10 years, vesting over a period of three years, on terms and conditions as set out in the Company's 2014 Long Term Incentive Plan and a stock option agreement to be entered into between the Company company and Mr. Hayes. The Company has agreed to issue the stock options relying on exemptions from registration provided by Section 4(a)(2) and/or Regulation D of the Securities Act of 1933, as amended. Mr. Hayes has no family relationships with any other officer or director of the Company. About Naked Brand Naked Brand Group Inc. designs, manufactures, and sells men's innerwear and lounge apparel products in the United States and Canada. It offers various innerwear products, including trunks, briefs, boxer briefs, undershirts, T-shirts, and lounge pants under the Naked brand, as well as under the NKD sub-brand for men. The company sells its products to consumers and retailers through wholesale relationships and direct-to-consumer channel, which consists of an online e-commerce store, thenakedshop.com. Naked Brand Group Inc. is based in New York, New York. As at July 31, 2014, the Company had not yet achieved profitable operations and expects to incur significant further losses in the development of its business, which casts substantial doubt about the Company's ability to continue as a going concern, the Company stated in the quarterly report for the period ended July 31, 2014. The Company's balance sheet at Oct. 31, 2014, showed $3.90 million in total assets, $18.8 million in total liabilities, and a $14.8 million stockholders' capital deficit. NEFF RENTAL: Moody's Affirms B3 CFR & Changes Outlook to Stable --------------------------------------------------------------- Moody's Investors Service changed the rating outlook for Neff Rental LLC (Neff) to stable from negative and assigned a Speculative Grade Liquidity (SGL) rating of SGL-3. Concurrently, Moody's affirmed Neff's Corporate Family Rating (CFR) at B3, Probability of Default Rating (PDR) at B3-PD, and the senior secured second lien term loan rating at Caa1. Rating Rationale The change to stable outlook reflects Neff's improved leverage following its recent initial public offering. Similarly, the affirmation of Neff's B3 CFR reflects its strong revenue growth, good operating margins, and also benefits from debt repayments from the recent initial public offering. The $146 million of the net proceeds from the IPO used to repay debt lowered Debt / EBITDA to 4.4 times from 5.2 times as of LTM ended September 30, 2014 (inclusive of Moody's standard adjustments). Moody's believe Neff's good diversification in the non-residential construction and infrastructure end-markets should allow the company to maintain credit metrics at a level consistent with a B3 CFR even after considering the likely effects of the decline in demand from the oil and gas sector. Factors constraining the B3 rating include a historically aggressive financial policy under its current sponsors (Wayzata Investment Partners) and its continued control of Neff post-IPO through the majority ownership of the voting shares. Moody's views Neff's special dividends of $330 million paid in June 2014 and $110 million paid in November 2013 as supportive of an aggressive financial policy and quite large relative to annual revenues of approximately $360 million as of LTM September 30, 2014. As a result of these dividends, the company's balance sheet has lagged the improvement in its overall operations. The rating considers the company's aggressive equipment purchasing but anticipates flexibility on the part of management in the event demand slows. Moody's has affirmed the following ratings: Issuer: Neff Rental LLC Corporate Family Rating, B3; Probability of Default Rating, B3-PD; Senior secured second lien term loan due 2021, Caa1 (LGD5). The following ratings have been assigned: Issuer: Neff Rental LLC Speculative Grade Liquidity Rating, SGL-3. The outlook was changed to stable from negative. The SGL-3 liquidity rating reflects Neff's maintenance of an adequate liquidity profile over the next twelve to eighteen months, characterized by largely negative free cash flow generation over the LTM September 30, 2014 of negative $487 million (after dividends) and supported by availability anticipated under its $425 million asset-based revolving credit facility. Revolver availability ($143 million as of September 30, 2014 pro forma for the IPO sourced debt repayment) will remain an important consideration to fund the company's anticipated capital expenditures over the short-term. The ABL revolver contains a springing total leverage covenant of 5.75 times, with future step-downs, and a fixed charge coverage covenant of 1 time, both tested when revolver availability falls below $42.5 million. Moody's do not expect the company to have to test its covenants over the next twelve months. The stable outlook reflects Neff's improved balance sheet following the debt repayment from proceeds from the company's November 2014 initial public offering and an adequate liquidity profile with availability under its $425 million ABL revolver. The stable outlook is also supported by strength in its non-residential construction and infrastructure end-markets. Positive ratings traction will remain contingent on the company's future financial policies given Neff's dividend history. A ratings upgrade could occur if the company was committed to more conservatively managing its balance sheet such that Debt / EBITDA is sustained below 4.5 times and is anticipated to improve further. If the company's performance weakens such that leverage is expected to remain above 5.5 times beyond 2015, the rating may be downgraded. Likewise, although unlikely as it is now a publicly traded company, another near-term outsized dividend without corresponding rapid earnings growth and/or weakening in the company's equipment utilization could also pressure the rating. An outsized capital expenditure program that results in meaningfully higher leverage or lower equipment utilization rates are factors that could drive a negative ratings outlook. Neff Rental LLC is a leading equipment rental operator across the Sun Belt region of the United States. The company is a wholly owned subsidiary of Neff Holdings LLC headquartered in Miami, Florida. Total revenues for LTM period ended September 30, 2014 totaled approximately $360 million. The principal methodology used in these ratings was Equipment and Transportation Rental Industry published in December 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. NEONODE INC: AWM Investment Reports 6.8% Stake as of Dec. 31 ------------------------------------------------------------ AWM Investment Company, Inc., disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, it beneficially owned 2,768,640 shares of common stock of Neonode Inc. representing 6.8 percent of the shares outstanding. A copy of the regulatory filing is available at: http://is.gd/xhvTnU About Neonode Inc. Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON) -- http://www.neonode.com/-- provides optical touch screen solutions for hand-held and small to midsize devices. Neonode reported a net loss of $13.08 million in 2013, a net loss of $9.28 million in 2012 and a net loss of $17.1 million in 2011. As of Sept. 30, 2014, the Company had $11.31 million in total assets, $5.22 million in total liabilities and $6.08 million in total stockholders' equity. NET TALK.COM INC: Offering 7 Million Shares Under Option Plan ------------------------------------------------------------- Net Talk.com Inc. registered with the U.S. Securities and Exchange Commission 7,000,000 shares of common stock issuable under the Company's 2012 Stock Option Plan for a proposed maximum aggregate offering price of $280,000. A full-text copy of the prospectus is available at http://is.gd/BnPudt About Net Talk.com Based in Miami, Fla., Net Talk.com, Inc., is a telephone company, that provides, sells and supplies commercial and residential telecommunication services, including services utilizing voice over internet protocol technology, session initiation protocol technology, wireless fidelity technology, wireless maximum technology, marine satellite services technology and other similar type technologies. Net Talk.com a net loss of $4.78 million on $6.02 million of net revenues for the year ended Dec. 31, 2013, as compared with a net loss of $14.71 million on $5.79 million of net revenues in 2012. As of June 30, 2014, the Company had $5.07 million in total assets, $12.42 million in total liabilities and a $7.35 million total stockholders' deficit. Zachary Salum Auditors P.A., in Miami, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred significant recurring losses from operations, its total liabilities exceeds its total assets, and is dependent on outside sources of funding for continuation of its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. NPS PHARMACEUTICALS: FMR LLC Reports 4.3% Stake as of Dec. 31 ------------------------------------------------------------- FMR LLC and its affiliates disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Feb. 9, 2015, they beneficially owned 4,627,000 shares of common stock of NPS Pharmaceuticals Inc. representing 4.3 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/6s2JRq About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing new treatment options for patients with rare gastrointestinal and endocrine disorders. NPS Pharmaceuticals reported a net loss of $13.5 million in 2013, a net loss of $18.7 million in 2012 and a net loss of $36.3 million in 2011. The Company posted consolidated net loss of $31.4 million in 2010 and a net loss of $17.9 million in 2009. The Company's balance sheet at Sept. 30, 2014, showed $282 million in total assets, $151 million in total liabilities and $131 million in total stockholders' equity. NPS PHARMACEUTICALS: Vanguard Reports 5.5% Stake as of Dec. 31 -------------------------------------------------------------- The Vanguard Group disclosed in an amended regulatory filing with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, it beneficially owned 5,965,074 shares of common stock of NPS Pharmaceuticals Inc. representing 5.58 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/N3fpny About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing new treatment options for patients with rare gastrointestinal and endocrine disorders. NPS Pharmaceuticals reported a net loss of $13.5 million in 2013, a net loss of $18.7 million in 2012 and a net loss of $36.3 million in 2011. The Company posted consolidated net loss of $31.4 million in 2010 and a net loss of $17.9 million in 2009. The Company's balance sheet at Sept. 30, 2014, showed $282 million in total assets, $151 million in total liabilities and $131 million in total stockholders' equity. NPS PHARMACEUTICALS: Wellington Reports 3.1% Stake as of Dec. 31 ---------------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Wellington Management Group LLP and its affiliates disclosed that as of Jan. 30, 2015, they beneficially owned 3,304,540 shares of common stock of NPS Pharmaceuticals, Inc., representing 3.09 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/HyOAM6 About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing new treatment options for patients with rare gastrointestinal and endocrine disorders. NPS Pharmaceuticals reported a net loss of $13.5 million in 2013, a net loss of $18.7 million in 2012 and a net loss of $36.3 million in 2011. The Company posted consolidated net loss of $31.4 million in 2010 and a net loss of $17.9 million in 2009. The Company's balance sheet at Sept. 30, 2014, showed $282 million in total assets, $151 million in total liabilities and $131 million in total stockholders' equity. NPS PHRAMACEUTICALS: Wells Fargo Reports 5% Stake as of Dec. 31 --------------------------------------------------------------- Wells Fargo & Company disclosed with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, it beneficially owned 5,883,894 shares of common stock of NPS Pharmaceuticals Inc. representing 5.51 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/TE18cH About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing new treatment options for patients with rare gastrointestinal and endocrine disorders. NPS Pharmaceuticals reported a net loss of $13.5 million in 2013, a net loss of $18.7 million in 2012 and a net loss of $36.3 million in 2011. The Company posted consolidated net loss of $31.4 million in 2010 and a net loss of $17.9 million in 2009. The Company's balance sheet at Sept. 30, 2014, showed $282 million in total assets, $151 million in total liabilities and $131 million in total stockholders' equity. ORCAL GEOTHERMAL: Fitch Affirms 'BB' Rating on $165MM Sr. Notes --------------------------------------------------------------- Fitch Ratings has affirmed OrCal Geothermal LLC's $165 million senior notes ($50.1 million outstanding) due in 2020 at 'BB'. The Rating Outlook was revised to Negative from Stable. KEY RATING DRIVERS The rating reflects OrCal's fully contracted revenue with some susceptibility to index-based price risk and resource production that is dependent upon ongoing sponsor-funded capital expenditures (capex). The Outlook has been revised to Negative due to lower than expected production that could erode future cash flow. Production Dependent on Plant Enhancements - Supply Risk: Weaker OrCal is exposed to the risk of declining geothermal resource production. OrCal will continue to rely on capex to maintain plant efficiency and mitigate production declines. Fully Contracted Revenue, Limited Price Risk - Revenue Risk: Midrange OrCal's capacity is fully contracted with strong counterparties through debt maturity, significantly reducing revenue risk. However, there remains some price volatility, as one-third of total capacity is exposed to Short-Run Avoided Cost (SRAC) energy prices (tied to natural gas pricing) through debt maturity. Continued Stable Operations - Operation Risk: Midrange OrCal has maintained a stable cost profile over the past few years (not including sponsor-funded capex). The operator is a subsidiary of the project sponsor and has significant experience operating geothermal assets. Fully-amortizing Debt Structure - Debt Structure: Midrange OrCal's fully amortizing debt faces no refinancing risk and contains features typical of project finance structures, such as a 6-month debt service reserve. Financial Coverage Subject to Resource Declines OrCal's financial coverage remains exposed to SRAC price volatility, primarily in 2015 when the Fitch rating case debt service coverage ratio (DSCR) is expected to approach breakeven. Over the remaining term of the notes, DSCRs average 1.22x in the rating case and the profile is vulnerable to deterioration if production declines are worse than expected. Peer Comparison The geothermal assets within Coso Geothermal Holdings, LLC (rated 'C' by Fitch) have suffered substantially greater resource depletion than Orcal's plants. CE Generation, LLC's ('BB-'; Stable Outlook) portfolio has a proportionally larger exposure to variable SRAC price risk than Orcal and its debt is structurally subordinated to project-level indebtedness. RATING SENSITIVITIES Negative: Cessation of sponsor-funding of capital expenditures for future plant enhancements. Negative: DSC in 2015 below Fitch's rating case due to material deterioration in operating performance, significant rise in operating costs, or SRAC pricing below projections. Negative: Annual output below PPA minimum generation levels, resulting in the payment of liquidated damages. SECURITY The senior notes are collateralized by a first-priority lien on the accounts, revenues, project agreements, real and personal property of OrCal, and all the equity interests in the project. CREDIT UPDATE The Outlook revision reflects a heightened risk to the financial profile based on lower projected production levels. Deterioration below the Fitch rating case due to further production declines, higher operating costs, or lower SRAC pricing could trigger a downgrade. The bulk of capex in 2014 was dedicated to improving overall system efficiency at the Heber 1 complex. The plant was projected to improve output capacity to 44MW but only achieved an average of 36MW for 2014. Capex in 2015 will continue to focus on plant enhancements to increase output, and Ormat is expected to provide funding with equity injections. Annual production declined by 7.6% from 2013 to 2014 due to a combination of downtime for repowering of the Herber 1/Gould 1 plants and less than expected output improvements from capex investments. Total availability among the Heber plants declined to 89% from recent levels in the 96% range. Nevertheless, total revenue increased 7.7% from 2013 levels due to higher SRAC energy prices. Expenses grew modestly due to higher maintenance expenses associated with ongoing Heber 1 enhancements. As a result, based on operating cash flow of approximately $16 million, Fitch calculated a year-end DSCR of 1.12x. Over the remaining six-year debt term, Fitch's financial analysis reflects production levels consistent with actual levels in 2014. Under the Fitch rating case, financial projections consider a combination of stresses, including a 2.5% annual production decline, 5% increase in operating expenses, and a low case for SRAC prices. In this scenario, DSCRs average 1.22x, with near breakeven coverage in 2015 when SRAC exposure is at its highest. However, a steeper than expected production decline would erode cash flow over the long term, placing emphasis on the importance of adequate capital expenditures to maintain operational performance. OrCal is a special-purpose company that was created to acquire the Heber 1 and Heber 2 geothermal power facilities (the Heber power plants) located in Imperial County, CA. OrCal also owns the Gould 1 and Gould 2 plants, and the Heber South power plant, which became operational in 2008. OrCal is jointly owned by a tax-equity investor and Ormat Nevada Inc. Ormat Nevada is a subsidiary of Ormat Technologies, Inc., a vertically integrated owner and developer of geothermal and other recovered energy projects. OW BUNKER: Committee Taps Hunton & Williams as Counsel ------------------------------------------------------ The Official Committee of Unsecured Creditors in the Chapter 11 cases of O.W. Bunker Holding North America, Inc. et al., asks, in an amended motion, the U.S. Bankruptcy Court for permission to retain Hunton & Williams LLP as its counsel nunc pro tunc to Nov. 28, 2014. The Committee requests that Hunton & Williams be compensated on an hourly basis, plus reimbursement of the actual and necessary expenses that Hunton & Williams incurs, in accordance with the ordinary and customary rates which are in effect on the date the services are rendered, subject to discounts. Peter S. Partee, Sr. (whose standard hourly rate is $1,020) and Michael P. Richman (whose standard hourly rate is $1,020) will invoice the Committee at these discounted hourly rate of $800 for the duration of the Chapter 11 cases. All other Hunton & Williams’ professionals will invoice at a 10% discount from their standard hourly rates, provided, however, that no Hunton & Williams’ professional will invoice at an hourly rate greater than $800. The current standard and discounted hourly rates, titles and years of admission to the bar for the attorneys and paralegal at Hunton & Williams who are expected to have primary responsibility for the case are: Agreed Agreed Attorney Standard Rate Discounted Discounted -------- (Nov-Dec 2014) Rate Rate ------------- (Nov-Dec 2014) (Jan. 2015) -------------- ----------- Peter S. Partee, Sr., partner (1992) $1,020 $800 $800 Michael P. Richman, partner (1979) $1,020 $800 $800 Andrew Kamensky, partner (1997) $815 $733 $774 Robert A. Rich, associate (2009) $595 $535 $567 Constance Andonian, parelagal $325 $292 $301 About OW Bunker OW Bunker A/S is a Danish shipping fuel provider. On Nov. 7, 2014, OW Bunker A/S, which went public in March, declared bankruptcy and reported two employees at its Singapore unit to the police following allegations of fraud. It owes 15 banks a total of about US$750 million. OW Bunker said on Nov. 5 it had lost US$275 million through a combination of fraud committed by senior executives at its Singapore office and poor risk management. Trading in its shares was suspended on Nov. 5 and the company said its banks had refused to provide more credit. OW Bunker's U.S. businesses, which opened in 2012 as part of its global expansion, filed for Chapter 11 bankruptcy protection on Nov. 13, 2014, in the U.S. Bankruptcy Court for the District of Connecticut. The U.S. subsidiaries have assets worth as much as US$50 million and debt of as much as US$100 million. PHOENIX PAYMENT: Settles Disputes With Former CEO, Investors ------------------------------------------------------------ Phoenix Payment Systems, Inc., has filed a motion seeking court approval for a deal that would resolve its dispute with its former chief executive officer. The deal, if approved, would resolve the company's dispute with former Phoenix CEO Raymond Moyer, who is also the company's largest stockholder, over the validity of his claim and the correct number of his shares of stock in the company. Under the deal, Mr. Moyer can assert a general unsecured claim of $100,000, down from the $3.5 million claim he originally wanted. The claim will be paid pursuant to a Chapter 11 plan approved by a bankruptcy court. Both sides also agreed that Mr. Moyer owns more than 5.3 million shares of Series A preferred stock, 1.9 million shares of Series B-1 preferred stock, and 167,759 shares of common stock. As part of the settlement, the former CEO will not challenge Phoenix's claim that he owes the company more than $3.43 million on account of a home equity line of credit from The Bancorp Bank guaranteed by the company. Phoenix said it sees the settlement as a "necessary step" in reaching another agreement with a group of investors that includes Frascella Capital LLC, JEMS Venture Capital LLC and DWF Investments LLC. Under the agreement, the investors can assert an $8.25 million claim against Phoenix, down from the $15 million claim they originally wanted. Moreover, Mr. Moyer's distribution on account of his stock will be reduced by $750,000 for the benefit of Phoenix's minority stockholders. Like Mr. Moyer, the investors also agreed to support the restructuring plan proposed by the company and its official committee of unsecured creditors, according to court filings. The U.S. Bankruptcy Court in Delaware will hold a hearing on Feb. 26 to consider approval of the settlement agreements. 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. PLANDAI BIOTECHNOLOGY: Amends $25-Mil. Common Shares Prospectus --------------------------------------------------------------- Plandai Biotechnology, Inc., has amended its registration statement relating to the sale of shares of common stock, par value $0.0001, having a maximum aggregate offering price of $25,000,000. The Company amended the Registration Statement to delay its effective date. The Company will pay the expenses incurred in registering the shares, including legal and accounting fees. The Company's common stock is currently quoted on the OTC Bulletin Board, under the symbol "PLPL." All issued shares of the Company's common stock carry with them voting rights. The Company's Articles of Incorporation do not provide for the issuance of nonvoting shares. On Feb. 6, 2015, the last reported sales price per share of the Company's common stock on the OTC Bulletin Board, was $0.24. The aggregate market value of the Company's common stock held by non-affiliates is approximately $23 million based on the closing price of one share of the Company's common stock on the OTC Bulletin Board of $0.24 per share on Feb. 6, 2015. The Company has sold no shares of the Company's common stock pursuant to General Instruction I.B.6 of Form S-3 during the twelve-month period preceding the date of this prospectus. A full-text copy of the Form S-3/A is available for free at: http://is.gd/HzqTSY About Plandai Based in Seattle, Washington, Plandai Biotechnology, Inc., through its recent acquisition of Global Energy Solutions, Ltd., and its subsidiaries, focuses on the farming of whole fruits, vegetables and live plant material and the production of proprietary functional foods and botanical extracts for the health and wellness industry. Its principle holdings consist of land, farms and infrastructure in South Africa. Plandai Biotechnology reported a net loss of $15.5 million on $266,000 of revenues for the year ended June 30, 2014, compared to a net loss of $2.96 million on $359,000 of revenues for the year ended June 30, 2013. "We have historically lost money. The loss for the fiscal year ended June 30, 2014 was $15,533,819 and future losses are likely to occur. Accordingly, we may experience significant liquidity and cash flow problems if we are not able to raise additional capital as needed and on acceptable terms. No assurances can be given we will be successful in reaching or maintaining profitable operations," Plandai stated in its quarterly reported for the period ended Sept. 30, 2014. As of Sept. 30, 2014, the Company had $10.9 million in total assets, $14.6 million in total liabilities and a $3.69 million equity allocated to the Company. Terry L. Johnson, CPA, in Casselberry, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. "The Company has incurred a deficit of approximately $26 million and has used approximately $44 million of cash due to its operating activities in the two years ended June 30, 2014. The Company may not have adequate readily available resources to fund operations through June 30, 2015. This raises substantial doubt about the Company's ability to continue as a going concern," the auditors noted. QUANTUM CORP: Vanguard Group Reports 6% Stake as of Dec. 31 ----------------------------------------------------------- The Vanguard Group disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, it beneficially owned 15,435,934 shares of common stock of Quantum Corporation representing 6.04 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/q0ytX8 About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. Quantum Corporation incurred a net loss of $21.5 million on $553 million of total revenue for the year ended March 31, 2014, as compared with a net loss of $52.2 million on $587 million of total revenue for the year ended March 31, 2013. The Company's balance sheet at Dec. 31, 2014, showed $374 million in total assets, $451 million in total liabilities and a $76.7 million total stockholders' deficit. QUANTUM FUEL: Amends Credit Agreement with Bridge Bank ------------------------------------------------------ Quantum Fuel Systems Technologies Worldwide, Inc., further amended its credit facility with Bridge Bank, National Association, pursuant to the terms of a third loan and security modification agreement. According to a regulatory filing with the U.S. Securities and Exchange Commission, the material changes to the credit facility resulting from the Third Amendment are: 1. The line of credit was increased from $5 million to $7.5 million; 2. The amount of inventory eligible to be included in the borrowing base is limited to $2 million; 3. A fee of 0.15% per annum, payable quarterly in arrears, is charged on the average unused portion of the line of credit; and 4. For any period that the outstanding advances on the line of credit exceeds $5 million, then the amount of unrestricted cash that the Company is required to maintain at Bridge Bank increases from $1.5 million to $2 million. The interest rate on the credit facility, which is a variable rate at the greater of 3.75% or Bridge Bank's prime rate plus 0.5%, did not change as a result of the Third Amendment. A copy of the Third Amendment is available for free at: http://is.gd/x6rmsI About Quantum Fuel Lake Forest, Cal.-based Quantum Fuel Systems Technologies Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced vehicle propulsion systems, fuel storage technologies, and alternative fuel vehicles. Quantum's portfolio of technologies includes electronic and software controls, hybrid electric drive systems, natural gas and hydrogen storage and metering systems and other alternative fuel technologies and solutions that enable fuel efficient, low emission, natural gas, hybrid, plug-in hybrid electric and fuel cell vehicles. Quantum Fuel reported a net loss attributable to stockholders of $23.04 million in 2013, a net loss attributable to stockholders of $30.9 million in 2012 and a net loss attributable to common stockholders of $38.5 million in 2011. RADIOSHACK CORP: Asks for Court OK to Pay Retention Bonuses ----------------------------------------------------------- Andrea Aahles at Star-Telegram reports that RadioShack Corp. is seeking permission from the Bankruptcy Court to pay up to $3 million in retention bonuses for its top executives and other "critical employees." The Star-Telegram says that the Bankruptcy Court has set for March 4, 2015, the hearing on the executive bonuses. The report adds that objections to the motion must be filed by Feb. 25, 2015. The Company, the Star-Telegram relates, has asked the Bankruptcy Court to let it to set aside $2 million for the executives, ranging from $88,000 to $650,000 for each, and $1 million for the other critical employees. The report says that the executives would receive the bonus money in three separate payments. According to the Star-Telegram, the Company said that it has identified 8 executives and 30 employees who are critical to the sales and operations of the Company and that the key executives are necessary to maximize the value of the assets for creditors. The Company said in court documents, "[These executives] worked tirelessly to help negotiate a stalking horse bid, and were further successful in raising the bid by more than $30 million from the initial bid. As this case continues, the [executives] will continue to provide critical support to the debtors in their highly complex, multi-party negotiations with potential buyers and current lenders." 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: Feb. 20 Final Hearing on Hilco JV Agreement ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware gave RadioShack Corp., et al., interim authority to assume the consulting agreement with Hilco Merchant Resources, LLC, Gordon Brothers Retail Partners, LLC, and Tiger Capital Group, LLC, so that the Debtors and the joint venture can continue and conduct store closings. On Feb. 20, 2015, at 9:00 a.m. (prevailing Eastern time), a hearing will be held to consider the store closing request on a final basis. All objections, if any, must be received on or before Feb. 17. The Interim Order provides that on and after the Petition Date, the Debtors will comply with the terms of the applicable wireless carrier contracts dealing with the sale and/or activation of mobile devices, including, without limitation, compliance with all federal, state and local laws, rules and regulations. 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: Final DIP Hearing Set for Feb. 20 -------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware will convene a hearing on Feb. 20, 2015, at 9:00 a.m., to consider final approval of Radioshack Corp., et al.'s request obtain postpetition financing. Objections to the final approval of the DIP financing request must be submitted on or before Feb. 17. Judge Carey, on Feb. 10, gave the Debtors interim authority to obtain New Money Loans in the aggregate amount of up to $10 million and letters of credit in an aggregate amount of up to $15 million. Upon entry of the final order, the Debtors will have access to an aggregate amount up to $285,334,031 comprised of (a) up to $20 million in respect of New Money Loans, (b) letters of credit of up to $15 million, and (c) a dollar-for-dollar roll-up of up to $250,334,031 in respect of outstanding loan and letter of credit and related obligations under the Prepetition ABL Credit Agreement. Cantor Fitzgerald Securities serves as administrative and collateral agent in connection with the DIP Facility, which accrues interest at (i) LIBOR plus 6.50% (with a LIBOR floor of 1.00%); and (ii) Base Rate plus 5.50%. Judge Carey also gave the Debtors interim authority to use cash collateral securing their prepetition indebtedness. As of the Petition Date, the outstanding amount under the Debtors' prepetition liabilities consist of the following: 2013 Credit Agreement $215 million 2013 Term Loan $250 million 2019 Notes $330 million Several parties objected to the interim approval of the DIP and cash collateral motion but these objections were overruled to the extent they were not resolved or withdrawn. Among those who objected was Wilmington Trust, National Association, as indenture trustee, which complained that the DIP Motion seeks to implement -- an on unjustifiably expedited basis -- several questionable measures that may irreparably harm the interests of unsecured creditors before an unsecured creditors' committee has even been formed. Cerberus Levered Loan Opportunities Fund II, L.P., Cerberus NJ Credit Opportunities Fund, L.P., and Cerberus ASRS Holdings LLC, as lenders, asserted that the DIP Motion cannot be approved because the Debtors have failed to carry their burden to show that approval of the DIP Facility is "necessary to avoid immediate and irreparable harm to the estate" as the Debtors' cash flow projections show that they have sufficient cash collateral to fund their projected working capital needs. Cerberus also accuses Standard General L.P., a DIP Lender and the Debtors' stalking horse bidder, of being an "insider," which Standard General refutes, pointing out that neither it and its affiliates is a director, officer, or general partner of RadioShack, or that any of the Debtors is a general partner of Standard General or its affiliates. Standard General said it does not dispute that it saw -- and still sees -- potential in RadioShack and backed that vision by stepping in with essential financing and liquidity. Cellco Partnership d/b/a Verizon Wireless filed a preliminary objection to ensure that the financing does not in any way impair, subordinate or affect rights, remedies, claims, security interests or defenses VZW may have under its contract with the Debtors, the Bankruptcy Code or applicable non-bankruptcy law. To resolve Cellco's objection, the Interim DIP Order provides that the DIP Order nor the DIP Financing Documents do not subordinate, diminish, impair or affect any rights, remedies, claims or defenses that Cellco, Sprint Nextel Corporation or AT&T Inc. may have under agreements with the Debtors, the Bankruptcy Code, applicable non-bankruptcy law, or otherwise, and all their wireless carrier rights are preserved. A full-text copy of the Interim Order with Budget is available at http://bankrupt.com/misc/RADIOSHACKdipord.pdf Wilmington Trust is represented by: Mark R. Somerstein, Esq. ROPES & GRAY LLP 1211 Avenue of the Americas New York, NY 10036-8704 Tel: (212) 596-9000 Fax: (212) 596-9090 Email: mark.somerstein@ropesgray.com -- and -- Christopher A. Ward, Esq. Justin K. Edelson, Esq. POLSINELLI PC 222 Delaware Avenue, Suite 1101 Wilmington, DE 19801 Tel: (302) 252-0920 Fax: (302) 252-0921 E-mail: cward@polsinelli.com jedelson@polsinelli.com Cellco Partnership is represented by: Regina Stango Kelbon, Esq. Alan M. Root, Esq. BLANK ROME LLP 1201 North Market Street, Suite 800 Wilmington, DE 19801 Tel: (302) 425-6400 Fax: (302) 425-6464 Email: Kelbon@BlankRome.com Root@BlankRome.com Cerberus is represented by: Adam G. Landis, Esq. Kerri K. Mumford, Esq. LANDIS RATH & COBB LLP 919 North Market Street, Suite 1800 Wilmington, DE 19801 Tel: (302) 467-4400 Email: landis@lrclaw.com mumford@lrclaw.com -- and -- Adam C. Harris, Esq. David M. Hillman, Esq. Brian C. Tong, Esq. SCHULTE ROTH & ZABEL LLP 919 Third Avenue New York, NY 10022 Tel: (212) 756-2000 Fax: (212) 593-5955 Email: adam.harris@srz.com david.hillman@srz.com brian.tong@srz.com Standard General is represented by: Robert J. Dehney, Esq. Gregory W. Werkheiser, Esq. Matthew B. Harvey, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street, Suite 1600 Wilmington, DE 19801 Tel: (302) 658-9200 Fax: (302) 658-3989 Email: rdehney@mnat.com gwerkheiser@mnat.com mharvey@mnat.com -- and -- Richard F. Hahn, Esq. Shannon R. Selden, Esq. DEBEVOISE & PLIMPTON LLP 919 Third Avenue New York, NY 10022 Tel: (212) 909-6000 Fax: (212) 909-6836 Email: rfhahn@debevoise.com srselden@debevoise.com -- and -- Gregg M. Galardi, Esq. DLA PIPER 1251 Avenue of the Americas New York, NY 10020-1104 Tel: (212) 335-4500 Fax: (212) 335-4501 Email: gregg.galardi@dlapiper.com 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: Proposes to Sell 2,400 Stores to Lender -------------------------------------------------------- RadioShack Corporation, et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to market and sell the balance of their business and assets through an approximate 45-day section 363 asset sale process, which process will include a stalking horse going concern bid from an affiliate of Standard General for approximately 1,500 to 2,400 stores and other assets but not the entirety of the Debtors' assets. The Debtors have negotiated the terms of a stalking horse asset purchase agreement with General Wireless Inc., an acquisition entity formed by Standard General. The purchase price will consist of cash in the amount of the cash consideration and a credit against the amount of debt under Standard General's credit facilities. The APA provides that "cash consideration" means (i) an amount equal to $3,000 multiplied by the number of acquired stores, plus (ii) the amount by which the amount of the estimated credit bid consideration exceeds the amount of debt under the credit facilities held by Standard General at the closing. Prior to the Petition Date, the lenders under the five-year, $585 million asset-based credit agreement sold all their interests to General Retail Holdings L.P., whose general partner is an affiliate of Standard General. Under the Stalking Horse APA, the Debtors will be required to pay to the Stalking Horse Purchaser a Break-Up Fee in the amount of $6,000,000 and reimburse the Stalking Horse Purchaser for its reasonable and documented costs, fees and expenses. In no event will the aggregate amount of the Break-Up Fee and the Expense Reimbursement Amount exceed $8,000,000. The Stalking Horse Purchaser has the right to terminate the Stalking Horse APA if the Bidding Procedures Order is not entered by February 19, 2015 and the Sale Order by March 22, 2015. Further, the Debtors and the Stalking Horse Purchaser each have the right to terminate the Stalking Horse APA if the sale has not been consummated by March 31, 2015. The Debtors propose for an auction to take place on March 16. 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: Wants to Sell Overseas Assets ---------------------------------------------- Anne D'Innocenzio and Michelle Chapman at The Associated Press report that Radioshack Corp. is also in talks about selling all of its remaining overseas assets. According to the report, the Company said that it wants to sell its more than 1,000 dealer franchise stores in 25 countries, stores operated by its Mexican subsidiary, and operations in Asia operations, which are not included in the Chapter 11 filing. The AP relates that the sale deal with Sprint is expected to be wrapped up in the coming months, but other parties could bid for the Company's stores in the bankruptcy process. Steven Church and Lisa Sandler at Bloomberg News report that the Company has won provisional bankruptcy court approval for a loan to help fund store closings. The Company agreed to cap its temporary borrowing at $10 million, Bloomberg News states, citing Greg Gordon, Esq., the attorney for the Company. The report adds that the Company will return to court on Feb. 13 to seek final approval for the loan and the store-closing program. The Company, according to The AP, is seeking the Bankruptcy Court's authorization to keep paying employees, honor customer programs, and keep operating as it restructures. 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. RESIDENTIAL CAPITAL: Court Rejects Harris' $5MM Claim ----------------------------------------------------- Bankruptcy Judge Martin Glenn sustained the objection to -- and expunged -- proof of claim no. 2536 filed by Stephanie Harris against Residential Capital, LLC in the amount of $5 million. The claim is premised on two allegedly wrongful foreclosures commenced with respect to a loan secured by real property located at 1525 Lenox Avenue, Unit 2, Miami Beach, Florida 33139. Debtor GMAC Mortgage, LLC was the servicer of the Loan when these foreclosure proceedings were commenced in 2008 and 2012. GMACM initiated both foreclosure proceedings naming the Trustee of the wrong securitization trust as the plaintiff. Harris filed a chapter 7 bankruptcy case in January 2010 without scheduling any claims against the Debtors; she received a chapter 7 discharge in February 2011. After GMACM commenced the second foreclosure action in 2012, Harris timely filed her Claim against ResCap on November 6, 2012, premised on alleged claims for wrongful foreclosure and tortious interference with business relationships. In February 2013, Harris filed a chapter 13 bankruptcy case, which remains pending. The ResCap Borrower Claims Trust objects to the Claim. The Court concludes that Harris is judicially estopped from asserting claims accruing before the date she filed for chapter 7 relief and has not otherwise met her burden of establishing the validity of her Claim against any Debtor. A copy of the Court's February 11, 2015 Memorandum Opinion and Order is available at http://is.gd/Rtrirdfrom Leagle.com. 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. RESIDENTIAL CAPITAL: Trust Demands $350MM in Coverage from Insurers ------------------------------------------------------------------- Law360 reported that the liquidating trust left behind by Residential Capital LLC and two groups of mortgage borrowers who settled claims with the ResCap sued a dozen insurers in New York bankruptcy court, claiming that the carriers are refusing to cover over $350 million in settlement costs. According to the report, the adversary suit claims the insurers, including Lloyd's of London, Twin City Fire Insurance Co. and Swiss Re International SE, broke their contracts by failing to pay for settlements and legal fees and acted in bad faith. 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. RETROPHIN INC: Stockholders Okays Stock Options Issuance -------------------------------------------------------- At a special meeting held on Feb. 3, 2015, Retrophin, Inc.'s stockholders ratified the Company's prior issuance of stock options to purchase 1,928,000 shares of common stock and 230,000 restricted shares of common stock granted to employees between Feb. 24, 2014, and Aug. 18, 2014, in order to allow the Company to regain compliance with those Nasdaq Listing Rules. Immediately following the approval of the Proposal, the Board of Directors of the Company approved an amendment to the 2014 Incentive Compensation Plan to reduce the number of shares of common stock reserved for issuance under the 2014 Plan by 75,000 shares. The Pool Reduction is part of the Company's plan, approved by The Nasdaq Stock Market LLC, to regain compliance with the Nasdaq Listing Rules. The Board also adopted an amendment to the Company's Amended and Restated Bylaws to add a new Article IX to the Bylaws, according to a regulatory filing with the U.S. Securities and Exchange Commission. The new provision provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company's stockholders, (iii) any action asserting a claim against the Company arising pursuant to any provision of the Delaware General Corporation Law, the certificate of incorporation or the bylaws of the Company, or (iv) any action asserting a claim governed by the internal affairs doctrine. The provision further provides that any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to the provision. About Retrophin Retrophin, Inc., develops, acquires and commercializes therapies for the treatment of serious, catastrophic or rare diseases. The Company offers Chenodal(R), a treatment for gallstones; Vecamyl(R), a treatment for moderately severe to severe essential hypertension and uncomplicated cases of malignant hypertension; and Thiola, for the prevention of kidney stone formation in patients with severe homozygous cystinuria. The Company's balance sheet at Sept. 30, 2014, showed $146 million in total assets, $156 million in total liabilities, and a stockholders' deficit of $10.2 million. "Management believes that the Company will continue to incur losses for the immediate future. For the nine months ended Sept. 30, 2014, the Company has generated revenue and is trying to achieve positive cash flow from operations. The Company's future depends on the costs, timing, and outcome of regulatory reviews of its product candidates, ongoing research and development, the funding of planned or potential acquisitions, other planned operating activities, and the costs of commercialization activities, including ongoing, product marketing, sales and distribution. The Company expects to finance its cash needs from results of operations and depending on the results of operations, the Company may need additional private and public equity offerings and debt financings, corporate collaboration and licensing arrangements and grants from patient advocacy groups, foundations and government agencies. Although management believes that the Company has access to capital resources, there are no commitments for financing in place at this time, nor can management provide any assurance that such financing will be available on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company's ability to continue as a going concern," according to the quarterly report for the period ended Sept. 30, 2014. RITE AID: Moody's Puts B2 CFR on Review for Downgrade ----------------------------------------------------- Moody's Investor Service placed the long term ratings of Rite Aid Corporation on review for downgrade; including its B2 Corporate Family Rating. At the same time, Rite Aid's Speculative Grade Liquidity rating of SGL-2 was affirmed. The review for downgrade was initiated following Rite Aid's announcement that it was acquiring Envision Pharmaceutical Holdings, Inc. (B3 stable) from TPG for $2 billion of which $1.8 billion will be financed with incremental debt. The transaction is expected to close in four to seven months. The following ratings are placed on review for downgrade: Corporate Family Rating at B2 Probability of Default Rating at B2-PD $3.7 billion asset based revolving credit facility (upsized from $1.175 billion) at Ba3, LGD 2 $650 million senior secured first lien notes due 2020 at Ba3, LGD2 $500 million senior secured second lien term loan due 2021 at B2,LGD 4 $470 million senior secured second lien term loan due 2020 at B2, LGD 4 Guaranteed senior unsecured notes at Caa1,LGD 5 Unguaranteed unsecured notes at Caa1, LGD 6 The following rating is affirmed: Speculative Grade Liquidity rating at SGL-2 Ratings Rationale The review for downgrade acknowledges that Rite Aid's debt will significantly increase from $5.9 billion currently to about $7.7 billion following the close of the acquisition. This will result in debt to EBITDA approaching 7.0 times, a level which Moody's has noted would trigger a potential downgrade. The review for downgrade also reflects Rite Aid's history of making a challenging acquisition (Eckerd) which significantly disrupted its operating performance. It also reflects Envision's recent acquisition of MedTrak and the potential for Envision to pursue further acquisitions to add scale. Moody's is concerned that Rite Aid's management may lose its focus on continuing the momentum of the improvement in its core retail pharmacy as a result of time spent on acquisitions and the growth plan for Envision. The review for downgrade will focus on Rite Aid's going forward business strategies including growth plans, acquisition appetite, and plans to address the patent expiration of Follistim, a fertility drug which Envision exclusively markets for Merck. The review for downgrade will also consider the market share and competitive profile of Envision as well as Rite Aid's capital structure, projected credit metrics, and future financial policies. Upon conclusion of the review, Moody's anticipates any potential downgrade of the Corporate Family Rating to be limited to one notch. The principal methodology used in these ratings was Global Retail Industry published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Rite Aid Corporation, headquartered in Camp Hill, Pennsylvania, operates nearly 4,600 drug stores in 31 states and the District of Columbia. Revenues are about $26 billion. Envision Pharmaceutical Services, headquartered in Twinsburg, Ohio, is a full-service pharmacy benefit management company. Annual revenues are about $5 billion. RITE AID: Vanguard Group Reports 6.4% Equity Stake as of Dec. 31 ---------------------------------------------------------------- The Vanguard Group disclosed with the U.S. Securities and Exchange Commission that it beneficially owned 63,562,153 shares of common stock of Rite Aid Corp representing 6.47 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/VD4Bmv About Rite Aid Corp. Drugstore chain Rite Aid Corporation (NYSE: RAD) -- http://www.riteaid.com/-- is a drugstore chain based in Camp Hill, Pennsylvania. Rite Aid disclosed net income of $118 million on $25.4 billion of revenue for the year ended March 2, 2013, as compared with a net loss of $369 million on $26.1 billion of revenue for the year ended March 2, 2012. As of Nov. 29, 2014, the Company had $7.18 billion in assets, $8.97 billion in liabilities, and a $1.79 billion stockholders' deficit. * * * As reported by the TCR on March 1, 2013, Moody's Investors Service upgraded Rite Aid Corporation's Corporate Family Rating to B3 from Caa1 and Probability of Default Rating to B3-PD from Caa1-PD. At the same time, the Speculative Grade Liquidity rating was revised to SGL-2 from SGL-3. This rating action concludes the review for upgrade initiated on Feb. 4, 2013. As reported by the TCR on Oct. 2, 2013, Standard & Poor's Ratings Services said it raised its ratings on Rite Aid Corp., including the corporate credit rating, which S&P raised to 'B' from 'B-'. In the April 21, 2014, edition of the TCR, Fitch Ratings has upgraded its ratings on Rite Aid Corporation (Rite Aid), including its Issuer Default Rating (IDR) to 'B' from 'B-'. The upgrades reflect the material improvement in the company's operating performance, credit metrics and liquidity profile over the past 24 months. RIVER GLEN: Court Quashes LPP Mortgage's Plan Challenge ------------------------------------------------------- River Glen Land Partnership, aka River Glen Land Partners, filed its Plan of Reorganization on January 8, 2015, along with the Disclosure Statement, with the Bankruptcy Court for the Eastern District of Tennessee. The Plan provides for six classes: -- Class 1 consists of the secured claim of First Peoples Bank to be paid in quarterly payments of $1,818.00 beginning on June 30, 2015, at 4.25% interest, with a maturity date of the tenth anniversary of the plan's Effective Date. -- Class 2 consists of LPP Mortgage's claim, bifurcated into two components. The first component, in the amount of $331,464.42, represents principal, pre-petition fees, expenses, and charges, and is to be paid in quarterly installments of $6,226.00 beginning on June 30, 2015, at 4.25% interest, with a final payment on the tenth anniversary of the Effective Date. The second component, in the amount of $146,066.51, represents pre-petition interest and is to be paid in monthly installments of $608.00, beginning on June 30, 2015, until the tenth anniversary of the Effective Date. At that time, a balloon payment will be made to pay the balance of LPP Mortgage's secured claim. -- Class 3 consists of unsecured claims in amounts of $5,000.00 or less to be paid a pro rata share from a monthly payment of $415.28 beginning on June 30, 2015, and continuing for thirty-six months. This class will receive a total of $14,950.00 without interest. -- Class 4 consists of unsecured claims in amounts greater than $5,000.00 to be paid a pro rata share from a monthly payment of $2,108.33 beginning on July 30, 2018, and continuing through June 30, 2023. This class will receive a total of $126,500.00 without interest. -- Class 5 consists of the claim of Kramer Rayson LLP in the amount of $72,500.00 to be paid in monthly installments of $2,157.00 beginning on June 30, 2015, plus 4.25% interest. -- Class 6 consists of the equity security holders, each of whom will receive no distribution under the plan but will retain his or her pre-petition interest. LPP Mortgage -- which is a secured creditor by virtue of a Note executed by a former partner of the Debtor in the amount of $250,000 -- argues that the Debtor's proposed plan is not confirmable as a matter of law because it was not proposed in good faith under 11 U.S.C. Sec. 1129(a)(3) in that it violates the provisions of Sec. 506(a) by bifurcating LPP Mortgage's claim, it does not satisfy Sec. 1129(a)(7) because creditors would receive more in a liquidation than they will receive under the proposed plan, and it is not feasible as required by Sec. 1129(a)(11). LPP Mortgage also argues that the proposed interest rate does not reflect a market rate and that the balloon payment at the end of the payment schedule is unreasonable. The Note is secured by a Deed of Trust through which the Debtor's former partner and current majority partner, William J. Graves, granted a security interest in approximately 182 acres located at 1839 London Road, New Market, Jefferson County, Tennessee, known as River Glen Equestrian Park. LPP Mortgage filed a proof of claim in the amount of $476,530.93, and holds a security interest in the Park Property junior to First Peoples Bank's claim of $95,593.48. The Note to LPP Mortgage matures on July 1, 2015. LPP Mortgage's own appraiser, Valbridge Property Advisors, assigned a $700,000 value in January 2014. The county's tax assessment value for the property is $1,335,800. In a February 11, 2015 Memorandum, reported elsewhere in today's Troubled Company Reporter, the Bankruptcy Court rejected various requests by LPP Mortgage to advance its interests against the estate, and stopped short of confirming the Plan. "Without making a determination as to whether the Plan of Reorganization may, in fact, bifurcate LPP Mortgage's claim, such an attempt is not, on its face, evidence of bad faith, nor does it render a plan patently unconfirmable. If LPP Mortgage is dissatisfied with its treatment under the proposed plan, or believes that its proposed treatment is unfair and inequitable, it may reject the plan and object to confirmation at that stage; however, such proposed treatment does not prove that a plan was proposed in bad faith or that it has no reasonable expectation of being confirmed. The same is true for LPP Mortgage's argument that the proposed 4.25% interest rate is inadequate," Bankruptcy Judge Suzanne H. Bauknight said. The Court also noted that no evidence was presented by either LPP Mortgage or the Debtor concerning the present versus future value of LPP Mortgage's claim within the context of the best-interests test or the appropriate interest rate adjustment required in making such a determination. "Without making any determination as to what would be an appropriate interest rate adjustment in order to find the value of LPP Mortgage's claim if paid under the proposed plan versus being paid at liquidation, the court can determine that the Plan of Reorganization is not unconfirmable on its face for not satisfying the requirements of Sec. 1129(a)(7)," the Judge said. The Debtor's November 2013 Monthly Operating Report, introduced into evidence at the hearing on the lender's bid for stay relief, evidences total assets of $1,421,048. This total includes Debtor's valuation of the Park Property at $1,335,800.00, instead of $700,000. "Based upon that total, after deducting the $95,593.48 first mortgage to First Peoples Bank and the $476,530.93 second mortgage to LPP Mortgage, and using LPP Mortgage's $700,000.00 valuation for the Park Property rather than Debtor's scheduled value, although liquidation would result in payment in full of the mortgages owed to First Peoples Bank and LPP Mortgage, it would result in payment of only $213,123.59 to unsecured creditors included in Classes 3, 4, and 5, who will receive a minimum combined amount of $213,950.00 under the proposed plan. Accordingly, the court cannot find, based upon the record before it, that the proposed Plan of Reorganization fails to meet the requirements of [Sec.] 1129(a)(7)," the Court said. The Court also made initial scrutiny as to the Plan's feasibility. LPP Mortgage argues that the Plan is not feasible based on the losses and deterioration of cash shown in the monthly operating reports, all occurring while the Debtor was making no debt-service payments. LPP Mortgage also questions the budget, which anticipates increased revenues but decreased expenses and operating costs. The Court noted that the Debtor's Statement of Income and Expense for 2014 horse trials reflects an average gross profit of $22,708.504 for each of the four shows with an average cost to produce each show totaling $47,418.75. The combined expenses associated with the 2014 horse trials totaled $189,675, of which $29,845 was for course design and maintenance and an additional $19,459 was for refunds. In addition to the horse trial expenses, the Debtor incurred $122,588 for general operating expenses in 2014, of which $24,150 was for legal fees paid to the Debtor's bankruptcy counsel. The record, however, does not reflect Debtor's additional 2014 income from sources other than the four horse trials. James Burke Wallace, the Debtor's accountant, testified that he prepared the 2014 income and expense reports as well as the 10-year projections. He explained that the Debtor should have lower costs to produce the shows in 2015 than in 2014 because there will be no course design or course maintenance fees and no refunds for over-booked shows and because the Debtor anticipates reducing judge fees and travel expenses to the extent possible. Such anticipated cost reductions (along with a few other anticipated reductions deemed immaterial) result in a projected 2015 total cost to produce the horse trials at $138,000, down from $189,675 in 2014. Mr. Wallace projected expenses to remain constant throughout the life of Debtor's proposed plan, stating that with the 2014 updates to the courses, he does not anticipate any further need to upgrade or spend the discretionary expenses as in 2014. As for income projections, Mr. Wallace testified that the total 2015 gross profit from shows is projected to be higher, in part, because the April show is not scheduled for Easter weekend as it had been in 2014, which resulted in substantially reduced entries. Further, Mr. Wallace's projections reflect higher income for the June 2015 show because 2014 was the first year for the June show, and a first-show historically has fewer entrants than in subsequent years. Finally as to increased anticipated gross revenues, the Debtor intends to add to its future schedule of events a dressage show and a schooling show, with associated, anticipated, combined revenues totaling $10,000. The Debtor's proposed 10-year figures for 2015-2024, attached to the Disclosure Statement, reflect gross profits in the amount of $167,100.00 for each year, with ending cash flow of $18,204.00 for 2015, $14,232.00 for 2016, $10,259.00 for 2017, $6,604.00 for 2018, $11,944.00 for 2020, $9,102.00 for 2022, $12,772.00 for 2023, and $15,542.00 for 2024. Mr. Wallace also testified that the Debtor may potentially raise its entry fees in the event expenses increase above what has been projected. With respect to the balloon payments to be paid to First Peoples Bank and LPP Mortgage at the end of their payment terms under the Plan of Reorganization, Mr. Wallace testified that he expects to refinance both creditors' loans and that, based upon his having run a mortgage company for 25 years, he has experience negotiating and working out such loans. Mr. Graves testified the Debtor has hosted only one major show since filing its bankruptcy case, in November 2014, but it has scheduled horse trials for the last three days each of April, June, August, and November 2015. He testified that the Debtor generally begins receiving entries approximately six weeks before a scheduled show, but most are received in the week immediately prior to a show, providing the Debtor with a six-to-seven-week income stream for each show. Additionally, the Debtor hosts schooling shows, which do not require certified judges, clinics by riders giving lessons, thirty camper/RV hookups, and thirty-six vendor hookups. "Clearly, Debtor's income is seasonal, based primarily on Debtor producing and hosting four major horse trials in April, June, August, and November. The 10-year projections reflect a budget based almost entirely on Debtor's quarterly cash flow, as well as a reasonably expected decrease in the need for discretionary spending during the life of the plan. Based upon the projections themselves and the testimony explaining such projections, the court cannot conclude that Debtor has failed to 'delineate a credible path to reorganization,'" the Court said. River Glen Land Partnership, aka River Glen Land Partners, based in New Market, Tenn., filed for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 14-32732) on Aug. 25, 2014, and is represented by Maurice K. Guinn, Esq., at GENTRY, TIPTON & MCLEMORE P.C. River Glen estimated assets of $1 million to $10 million, and liabilities of $500,000 to $1 million. LPP Mortgage Ltd. is represented by Brent Heilig, Esq., at MORRIS/SCHNEIDER/WITTSTADT, LLC. The petition was signed by William James Graves, general partner. A list of the Debtor's eight largest unsecured creditors is available for free at http://bankrupt.com/misc/tneb14-32732.pdf RIVER GLEN: Court Rejects Lender's Bid for Stay Relief ------------------------------------------------------ Bankruptcy Judge Suzanne H. Bauknight in Eastern District of Tennessee gave River Glen Land Partnership a/k/a River Glen Land Partners the opportunity to reorganize under the veil of Chapter 11 protection, by denying the Motion for Relief From the Automatic Stay and Abandonment or, in the Alternative, for Adequate Protection filed by LPP Mortgage Ltd. LPP Mortgage asks the court to find that the Debtor's case is a "single asset real estate" case as defined by 11 U.S.C. Sec. 101(51B), and seeks relief from the automatic stay pursuant to 11 U.S.C. sections 362(d)(1), (2), and/or (3), and/or for adequate protection under 11 U.S.C. Sec. 361. The Debtor objected to the request. Judge Bauknight ruled that the Plan of Reorganization proposed by Debtor on January 8, 2015, is not unconfirmable on its face or as a matter of law based upon any of the arguments raised by LPP Mortgage. The Debtor filed the Voluntary Petition commencing its Chapter 11 case three days before a scheduled foreclosure sale by LPP Mortgage, which is a secured creditor by virtue of a Note executed by a former partner of the Debtor in the amount of $250,000. The June 9, 2005 Note is secured by a Deed of Trust recorded June 10, 2005, through which the Debtor's former partner and current majority partner, William J. Graves, granted a security interest in approximately 182 acres located at 1839 London Road, New Market, Jefferson County, Tennessee, known as River Glen Equestrian Park. LPP Mortgage filed a proof of claim in the amount of $476,530.93, and holds a security interest in the Park Property junior to First Peoples Bank's claim of $95,593.48. The Note to LPP Mortgage matures on July 1, 2015. The Court also found that LPP Mortgage has not proved its entitlement to stay relief. The record establishes that there is a sufficient equity cushion such that LPP Mortgage is adequately protected, and no further payments are required at this time, especially in light of the fact that Debtor has proposed a plan providing for payments to LPP Mortgage. LPP Mortgage's own appraiser, Valbridge Property Advisors, assigned a $700,000 value in January 2014. Although Mr. Graves testified that he believes that the county's tax assessment value of $1,335,800.00 assigned to the property is a more accurate value for the Park Property, even assuming that the $700,000 value is proper and without making a determination of the correct valuation, the court finds that there is an undisputed equity cushion of at least $127,875.59 in the Park Property (calculated by subtracting from the appraised value the total debt against the property in the amount of $572,124.41, comprised of the first mortgage of $95,593.48 owed to First Peoples Bank and the $476,530.93 second mortgage owed to LPP Mortgage). A copy of the Court's February 11, 2015 Memorandum is available at http://is.gd/BQHu6Dfrom Leagle.com. Attorneys for LPP Mortgage Ltd.: Brent Heilig, Esq. MORRIS/SCHNEIDER/WITTSTADT, LLC 200 Jefferson Avenue, Suite 1350 Memphis, TN 28211 Tel: 901-432-0740 Fax: 901-432-0749 River Glen Land Partnership, aka River Glen Land Partners, based in New Market, Tenn., filed for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 14-32732) on August 25, 2014, and is represented by: Maurice K. Guinn, Esq. GENTRY, TIPTON & MCLEMORE P.C. P. O. Box 1990 Knoxville, TN 37901 Tel: (865) 525-5300 Fax: 865-523-7315 Email: mkg@tennlaw.com River Glen estimated assets of $1 million to $10 million, and liabilities of $500,000 to $1 million. The petition was signed by William James Graves, general partner. A list of the Debtor's eight largest unsecured creditors is available for free at http://bankrupt.com/misc/tneb14-32732.pdf ROADMARK CORP: Wants Court to Extend Sec. 521 Filing Deadline ------------------------------------------------------------- Roadmark Corporation asks the U.S. Bankruptcy Court for the Eastern District of North Carolina to further extend, until Feb. 23, 2015, the time within which to file certain information required pursuant to Section 521 of the Bankruptcy Code. Under Sec. 521, a debtor is required to file with the Court, among others, a list of creditors; a schedule of assets and liabilities; a schedule of current income and current expenditures; a statement of the debtor’s financial affairs; and a statement of the amount of monthly net income. About Roadmark Corporation Roadmark Corporation is a regional full-service highway paving striper operating primarily in North Carolina, South Carolina, Virginia and Maryland. Roadmark filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C. Case No. 15-00432) in Raleigh, North Carolina, on Jan. 26, 2015. The case is assigned to Judge David M. Warren. The Debtor disclosed $14.5 million in assets and $15.0 million in liabilities in its schedules. The Debtor tapped John Paul H. Cournoyer, Esq., and Vicki L. Parrott, Esq., at Northen Blue, LLP, in Chapel Hill, North Carolina, as counsel. The Debtor also tapped Nelson & Company as accountants and The Finley Group, Inc., as financial consultant. ROADRUNNER ENTERPRISES: Section 341(a) Meeting Set for March 13 --------------------------------------------------------------- A meeting of creditors in the bankruptcy case of Roadrunner Enterprises, Inc., has been set for March 13, 2015, 2:00 p.m. at Office of the U.S. Trustee, 701 East Broad St., Suite 4300, in Richmond, Virginia. Creditors have until June 11, 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. Headquartered in Chesterfield County, Virginia, Roadrunner Enterprises Inc. owns the Roadrunner Campground and more than 70 rental properties, lots, and other real estate interests. Roadrunner Enterprises filed for Chapter 11 bankruptcy protection (Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015. David K. Spiro, Esq., at Hirschler Fleischer, P.C., serves as the Debtor's counsel. Judge Kevin R. Huennekens presides over the case. The Debtor estimated assets and liabilities of at least $10 million. RS BACON: Court Dismisses Involuntary Chapter 11 Case ----------------------------------------------------- The U.S. Bankruptcy Court entered an order dismissing the Chapter 11 case of R.S. Bacon Veneer Company. The Court has held a hearing on Jan. 6, 2015, to determine why an involuntary case should not be dismissed. As reported in the Troubled Company Reporter on Nov. 28, 2014, the Court approved a stipulation between the Debtor and its secured lender, PPL Group LLC, agreeing that the automatic stay is granted and the lender is authorized to conduct the sale of the Alleged Debtor's assets pursuant to Article 9 of the Uniform Commercial Code. The parties also agreed that Howard B. Samuel, not individually but solely in his capacity as assignee/trustee, is excused from turnover as may be required by Section 543 of the Bankruptcy Code so that the Joint Article 9 sale can be conducted. Upon dismissal of the involuntary bankruptcy case, the Petitioning Creditors -- Iowa Veneer Custom Cuts, Bruggeman Lumber, Inc., James J. Ulring, 5 Stars, LLC, Iowa Veneer, Iowa Veneer MEV, and Weiland & Sons Lumber Co. -- will be enjoined from filing any further involuntary petitions against the Alleged Debtor. The TCR reported on Nov 21, 2014, that the Debtor has been sent to Chapter 11 bankruptcy by 5 Stars, LLC and several other creditors, although the lender wants the case quickly dismissed so that it could pursue an Article 9 sale of the assets. The Debtor is in the business of manufacturing and selling exotic wood veneer within the architectural and design community, with operating facilities and offices in Grundy Center, Iowa and the Chicagoland area. The lender, PPL Group LLC, successor in interest to Fifth Third Bank, is owed $6,370,750 plus interest. It claims to have a first position lien on, and duly perfected security interest in, inter alia, substantially all of the Debtor's personal property assets. About R.S. Bacon 5 Stars, et al., filed an involuntary Chapter 11 bankruptcy petition for R.S. Bacon Veneer Company (Bankr. N.D. Ill. Case No. 14-41737) in Chicago, Illinois, on Nov. 19, 2014. The case is assigned to Judge Donald R. Cassling. The Debtor is in the business of manufacturing and selling exotic wood veneer within the architectural and design community, with operating facilities and offices in Grundy Center, Iowa and the Chicagoland area. The Petitioning Creditors' counsel is Jeffrey D Corso, Esq., at Cooney & Corso, LLC, in Lisle, Illinois. SAFEWAY INC: PBGC and Cerberus Secure $212MM for Pension Plan ------------------------------------------------------------- Under a settlement with the Pension Benefit Guaranty Corporation, Safeway Inc., an affiliate of Cerberus Capital Management L.P., made $212 million in additional contributions to Safeway's largest pension plan. The contributions significantly improved the plan's finances, providing additional security to its 54,000 participants. On March 6, 2014, private equity firm Cerberus and Albertsons announced the acquisition of Safeway, the Pleasanton, Calif.‐based grocery chain. The transaction resulted in the pension plan being under approximately $11 billion of secured debt, which placed additional risk on Safeway and its pension plan. The settlement will help preserve the pension plan and addresses PBGC's concerns regarding the significant increase in risk as a result of the transaction. "From the beginning we knew this sale would put the retirement benefits of nearly 54,000 people at risk, so we moved quickly to engage with Cerberus and Albertsons to get better funding for the plan," said Sanford Rich, PBGC's Chief of Negotiations and Restructuring. "We appreciate their desire to work with us to reach a solution that enables the business to operate effectively and protects the benefits of current and former workers at Safeway. Cerberus and its affiliated entities once again demonstrated their commitment to working collaboratively with the PBGC." The Safeway agreement is a product of PBGC's Early Warning Program, in which the agency monitors certain companies with underfunded defined benefit pension plans to identify corporate transactions that could jeopardize pensions. PBGC takes steps to arrange suitable protections for those pensions and the pension insurance program. SAN BERNARDINO, CA: Bondholders Criticize City's Pension Loyalty ---------------------------------------------------------------- Katy Stech, writing for Daily Bankruptcy Review, reported that bondholders who extended roughly $50 million to bankrupt San Bernardino, Calif., are criticizing city leaders who plan to protect money for employee pensions but negotiate cuts on the city's other debts. About San Bernardino, Calif. San Bernardino, California, filed an emergency petition for municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012. San Bernardino, a city of about 210,000 residents roughly 65 miles (104 km) east of Los Angeles, estimated assets and debts of more than $1 billion in the bare-bones bankruptcy petition. The city council voted on July 10, 2012, to file for bankruptcy. The move lets San Bernardino bypass state-required mediation with creditors and proceed directly to U.S. Bankruptcy Court. The city is represented that Paul R. Glassman, Esq., at Stradling Yocca Carlson & Rauth. San Bernardino joined two other California cities in bankruptcy: Stockton, an agricultural center of 292,000 east of San Francisco, and Mammoth Lakes, a mountain resort town of 8,200 south of Yosemite National Park. The City was granted Chapter 9 protection on Aug. 28, 2013. SBA COMMUNICATIONS: Moody's Rates $1BB Credit Facility 'B1' ----------------------------------------------------------- Moody's Investors Service has assigned a B1 rating to SBA Communications Corporation's $1 billion Revolving Credit Facility maturing 2020, which resides at SBA Senior Finance II, LLC. Moody's also downgraded SBAC's existing senior secured debt, which includes the $176 million outstanding Senior Secured Term Loan A due 2017 and $1.5 billion Senior Secured Incremental Term Loan B due 2021, by one notch to B1. As part of this rating action, Moody's affirmed SBAC's B1 Corporate Family Rating (CFR), B1-PD Probability of Default Rating (PDR), B3 rating on its Senior Notes and SGL-1 Speculative Grade Liquidity Rating. The rating outlook is stable. The credit agreement governing the existing $770 million revolving credit facility was amended to increase the borrowing capacity to $1 billion, extend the maturity to 2020 from 2017 and reduce interest expense. Other terms and conditions, including the tower assets securing the facility, have remained the same. At closing, the company was expected to draw around $175 million under the new revolver to repay borrowings on its existing facility and for general corporate purposes. Moody's has adjusted the ratings on the existing senior secured debt by lowering them one notch to B1 to reflect higher loss absorption under Moody's Loss Given Default (LGD) methodology resulting from the insertion of more secured obligations in the capital structure. With $1.54 billion of securitized debt raised in October 2014 combined with the current revolver upsizing, SBAC has meaningfully increased the proportion of secured debt to unsecured debt. Since Moody's do not expect the company to refinance secured obligations with unsecured obligations or raise incremental unsecured debt over the near-term, Moody's now expect a more bank and securitized debt-heavy capital structure going forward. As such, the ratings incorporate Moody's expectation of no further significant alterations to the capital structure over the next 12 months given that SBAC plans to fund the remaining warrants (5.1 million outstanding as of the November 2014 Q314 earnings call) with revolver borrowings and internally generated cash flow. Moody's cautioned in the June 2014 credit opinion that as the company raises more senior secured debt at the SBA Senior Finance II, LLC level, it could potentially compress the ratings on the senior secured obligations towards the B1 CFR. Rating Assigned: Issuer: SBA Senior Finance II, LLC $1 billion Senior Secured Revolving Credit Facility due 2020, B1 (LGD-3) Ratings Downgraded: Issuer: SBA Senior Finance II, LLC $200 Million ($176 Million outstanding) Senior Secured Term Loan A due May 9, 2017 -- B1 (LGD-3) from Ba3 (LGD-3) $1.5 billion Senior Secured Incremental Term Loan B due March 24, 2021 -- B1 (LGD-3) from Ba3 (LGD-3) Ratings Affirmed: Issuer: SBA Communications Corporation Corporate Family Rating, B1 Probability of Default, B1-PD Speculative Grade Liquidity, SGL-1 $500 Million 5.625% Senior Notes due October 1, 2019, B3 (LGD-6) $750 Million 4.875% Senior Notes due July 15, 2022, B3 (LGD-6) Issuer: SBA Telecommunications, Inc. $800 Million 5.75% Gtd Senior Notes due July 15, 2020, B3 (LGD-5) The assigned rating is subject to review of final documentation and no material change in the size, terms and conditions of the transaction as advised to Moody's. Moody's will withdraw the Ba3 rating on the existing $770 million revolving credit facility upon retirement. Ratings Rationale The B1 CFR reflects SBAC's high leverage of over 9x debt to EBITDA (Moody's adjusted) as of September 30, 2014, pro forma the $1.54 billion securitization issued in October 2014 and incorporating the operating lease adjustment associated with the acquired Oi towers. The company has increased leverage over the past 12 months by raising debt to retire its Convertible Notes and settle the Convertible Warrants. In November 2014, SBAC reported 5.1 million warrants remaining for settlement, which Moody's expect will be funded by revolver borrowings and internally generated cash flow. The B1 rating also considers SBAC's scale as well as the stability of much of its revenue base and cash flow generation, which the company derives predominantly from its contractual relationships with the largest wireless operators in the US and benefits from high entry barriers. Moody's believe the fundamentals of the wireless tower sector will remain favorable over the next several years, which should lead to continued EBITDA expansion, adjusted leverage declining to the mid-8x area and improving free cash flow relative to debt in the 4-5% range by year end 2015. SBAC's TowerCo portfolio has high exposure to the Sprint iDen towers, which are scheduled to be decommissioned in 2015 and 2018. As a result, future revenue growth could be hampered if SBAC cannot offset the iDen revenue losses with revenue from new tenants or carriers augmenting their cell site equipment. The B1 rating embeds the company's exposure to technology network shifts, the risk of lower lease demand as a result of substitute technologies, customer concentration and the possibility of higher churn from further carrier consolidation in the US. These risks are offset over the near-term by the firm contracts with embedded annual escalators that SBAC has with the largest wireless carriers and by increasing revenue from the current upgrade cycle and MLA amendment fees as carriers install new cell site equipment and augment existing apparatus associated with the expansion of fourth generation (4G) LTE wireless networks across their markets. Rating Outlook The rating outlook is stable, reflecting SBAC's solid operating performance, visible revenue growth via a significant backlog of contractual rents and increasing wireless carrier demand. The stable outlook also reflects Moody's expectations for continued EBITDA and cash flow expansion that will support improvement in the credit profile and leverage metrics over the rating horizon. What Could Change the Rating -- UP Ratings could be considered for an upgrade if SBAC demonstrates EBITDA expansion and delivers the following Moody's adjusted key credit metrics on a sustained basis: debt to EBITDA below 8x, (EBITDA-Capex) interest coverage greater than 2.25x and free cash flow to debt greater than 4.5%. What Could Change the Rating -- DOWN Ratings could be downgraded if weakening industry fundamentals or SBAC's aggressive expansion plans are expected to result in the following Moody's adjusted key credit metrics on a sustained basis: debt to EBITDA above 9x, (EBITDA-Capex) interest coverage in the 1x range and free cash flow to debt in the low single digits. The principal methodology used in these ratings was Global Communications Infrastructure Rating Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Boca Raton, Florida, SBA Communications Corporation, through its wholly-owned operating subsidiaries, is the third largest independent operator of wireless tower assets in the US. The majority of revenue is derived from leasing space on its 24,095 communications sites (as of September 30, 2014 pro forma for the 1,641 Oi sites acquired on December 1, 2014) in North, Central and South America to wireless service providers, with the remaining revenue derived from its site development business, which provides network services relating to sites or wireless infrastructure for customers. Revenue totaled $1.46 billion for the twelve months ended September 30, 2014. SCRUB ISLAND: Taps Oscher to Testify on Accounting Issues --------------------------------------------------------- Scrub Island Development Group Limited, et al., ask the U.S. Bankruptcy Court for permission to employ Oscher Consulting, P.A. as expert witness. Oscher will provide expert testimony on accounting issues in support of anticipated litigation and general support for the Debtors' estates. Steven S. Oscher, managing director of Oscher, tells the Court that the Debtors agreed to pay Oscher $5,000 for services to be rendered. Mr. Oscher assures the Court the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Debtors are represented by: Harley E. Riedel, Esq. Charles A. Postler, Esq. Daniel R. Fogarty, Esq. STICHTER, RIEDEL, BLAIN & PROSSER, P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Tel: (813) 229-0144 Fax: (813) 229-1811 E-mail: hriedel@srbp.com cpostler@srbp.com dfogarty@srbp.com About Scrub Island Scrub Island Development Group Ltd., the owner of a British Virgin Islands luxury resort, and its affiliate, Scrub Island Construction Limited, sought bankruptcy protection (Bankr. M.D. Fla. Case Nos. 13-15285 and 13-15286) on Nov. 19, 2013, to end a receivership Scrub Island claims was secretly put in place by its lender. The bankruptcy case is assigned to Judge Michael G. Williamson. The 230-acre resort operates as a Marriott Autograph Collection property. It has 52 rooms and suites, a spa and a 55-slip marina. Scrub Island Development scheduled $126 million in assets and $131 million in liabilities. The Debtors are represented by Charles A. Postler, Esq., and Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, Florida. FirstBank Puerto Rico, the prepetition secured lender, is represented by W. Keith Fendrick, Esq., at Holland & Knight LLP, in Tampa, Florida. The Debtors are represented by Charles A. Postler, Esq., and Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, Florida. FirstBank Puerto Rico, the Debtor's prepetition secured lender, is represented by W. Keith Fendrick, Esq., at Holland & Knight LLP, in Tampa, Florida. The Official Committee of Unsecured Creditors appointed in Scrub Island's cases has retained Robert B. Glenn, Esq., Edwin G. Rice, Esq., and Victoria D. Critchlow, Esq., at Glenn Rasmussen, P.A., as general counsel. SIMPLY WHEELZ: David W. Houston, III Appointed as Mediator ---------------------------------------------------------- U.S. Bankruptcy Judge Edward Ellington directed these parties to participate in mediation: a) Simply Wheelz, LLC, (the debtor and lessee under an open-end Master Lease Agreement), represented by Steve Rosenblatt and Chris Maddux, Butler Snow, LLP. b) Merchants Automotive Group, Inc., (the lessor under an open-end Master Lease Agreement), represented by Alexander Terras, Reed Smith, LLP, and William Armstrong; c) Advantage Opco, LLC, (the purchaser of substantial assets from the Debtor), represented by Richard Levy, Latham & Watkins, LLP, and Jim Spencer, Watkins & Eager. The Court appointed as mediator: David W. Houston, III, Esq. MITCHELL, MCNUTT & SAMS, P.A. P.O. Box 7120 Tupelo, MI 38802-7120 The mediation session will occur on March 11, 2015, at the offices of Baker Donelson, P.C., in New Orleans, Louisiana. The parties will submit confidential position statements to the mediator by e-mail transmission by 5:00 p.m., on March 3, 2015. The parties have agreed to compensate the mediator for his fees and expenses equally on a one-third basis. The mediator's rate will be $300 per hour for preparation and participation at the mediation session. Travel time will be billed at one-half the regular hourly rate unless preparation for the mediation occurs during the travel time. About Simply Wheelz Simply Wheelz LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5, 2013. The case is assigned to Judge Edward Ellingon. The Debtor disclosed $414 million in assets and $322 million in liabilities as of the Chapter 11 filing. The Debtor is represented by Stephen W. Rosenblatt, Esq., Christopher R. Maddux, Esq., J. Mitchell Carrington, Esq., and Thomas M. Hewitt, Esq., at Butler Snow LLP of Ridgeland, Mississippi. Simply Wheelz tapped EPIQ Bankruptcy Solutions LLC as noticing and claims agent, and Capstone Advisory Group, LLC, as financial advisor. As reported by the Troubled Company Reporter on Jan. 7, 2014, the Bankruptcy Court has approved the sale of substantially all of the Debtors' assets to The Catalyst Group, Inc., in exchange for the $46 million loan that is financing the Chapter 11 reorganization. SPARKS TOURISM: Moody's Affirms B1 Rating on $77.3MM 2008A Bonds ---------------------------------------------------------------- Moody's Investors Service has affirmed the B1 rating for Sparks Tourism Improvement District No. 1, Nevada's Senior Sales Tax Anticipation Revenue Bonds, Series 2008A outstanding in the amount of $77.3 million. The rating outlook remains stable. Summary Rating Rationale The B1 rating reflects Moody's projections that the bonds are still projected to default on June 15, 2028, absent additional revenue growth. However, pledged sales tax collections continue to demonstrate annual growth. Full payment of annual debt service is projected without draws on the debt service reserve fund through FY2025 based on the most recent years' worth of semiannual collections. Nevertheless, escalating debt service will lead to draws on the reserve fund starting in FY2026 followed by the projected default, unless there is very modest but sustainable revenue growth. Importantly, pledged sales taxes are subject to potential statutory impairment in 2028 with scheduled maturity of the bonds which inhibits potential recovery for bondholders after default. Outlook The stable outlook reflects Moody's expectation that the current level of pledged receipts will fully cover annual debt service with support from economic recovery and recent stability in the project's tenant mix. No draws are expected on the debt service reserve for the coming years. Longer-term, the combination of weak coverage and escalating debt service necessitates uncertain, additional growth in pledged revenues to avert a default. Near-term credit factors will include assessment of the state of the regional economy and trends for monthly sales tax receipts. Longer-term factors will include the Reno area's economic trajectory and the project's ability to retain existing tenants while also securing additional commercial development. These factors will contribute to Moody's assessment of future sales tax collections, the likelihood and timing of default, and recovery for bondholders. What Could Make The Rating Go Up -- Sustained trend of higher pledged receipts leading to improvement in peak debt service coverage -- Additional commercial expansion within the project area What Could Make The Rating Go Down -- Diminished pledged sales tax receipts, especially within the next year -- Adverse changes in the project area's tenant mix -- Depletion of the debt service reserve fund sooner than anticipated Obligor Profile The project area attracts tourists traveling along Interstate 80, but the development also serves the greater Washoe County (Aa2 stable) region. The county is the second largest economic region in Nevada, after the Las Vegas metro area, and is located in the northwestern section of the state bordering California and Oregon. The county includes Reno (A1 stable), Sparks (not rated), and portions of Lake Tahoe. Legal Security The bonds are secured by a senior lien pledge of 75% of sales tax revenues generated within the district through FY2028, net of an administration fee of 1.75%. The bonds were authorized under Nevada's Tourism Improvement District Law of 2005 that enabled creation of the district by Sparks in 2007. Under statute, the preponderance of sales tax collections within the district must be attributable to tourism activity, subject only to a prior one-time certification. Use of Proceeds The bonds financed a portion of developing a retail shopping and entertainment project known as the Outlets at Sparks. Principal Methodology The principal methodology used in this rating was US Public Finance Special Tax Methodology published in January 2014. STATE FISH: Files Schedules of Assets and Liabilities ----------------------------------------------------- State Fish Co. Inc. filed with the Bankruptcy Court for the Central District of California its summary of schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $8,800,000 B. Personal Property $26,068,772 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $5,768,112 E. Creditors Holding Unsecured Priority Claims $4,409 F. Creditors Holding Unsecured Non-priority Claims $4,312,148 ----------- ----------- TOTAL $34,868,772 $10,084,671 A full-text copy of the Debtor's schedules is available for free at http://is.gd/iNHDm9 About State Fish State Fish Co., Inc., was founded in 1932 and began as a small local wholesale fish buyer in California. Under the leadership of Sam DeLuca, State Fish expanded from a small fresh fish company to an internationally-known import and export company operating its own processing and cold store facilities near the Port of Los Angeles. Calpack Foods, LLC, a wholly owned subsidiary, was formed in April 2012 to produce high quality food and beverage products. State Fish and Calpack Foods filed voluntary Chapter 11 bankruptcy petitions (C.D. Cal. Lead Case No. 15-11084) on Jan. 26, 2015, amid a family dispute and liquidity woes brought by declining fish catches. State Fish estimated assets and liabilities of $10 million to $50 million. The Hon. Sandra R. Klein presides over the jointly administered cases. Amir Gamliel, Esq., and Alan D Smith, Esq., at Perkins Coie LLP, serve as the Debtors' counsel. George Blanco, at Avant Advisory Group, acts as chief restructuring officer. The schedules of assets and liabilities and statement of financial affairs are due Feb. 9, 2015. STELLAR BIOTECHNOLOGIES: Incurs $1.3 Million Net Loss in Q1 ----------------------------------------------------------- Stellar Biotechnologies, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.34 million on $213,000 of revenue for the three months ended Dec. 31, 2014, compared to a net loss of $5.57 million on $58,800 of revenues for the same period in 2013. As of Dec. 31, 2014, the Company had $13.42 million in total assets, $4.18 million in total liabilities and $9.23 million in total shareholders' equity. "Our first quarter results demonstrate the positive impact of Stellar's sustained efforts on the commercial growth of our core KLH business," said Frank Oakes, president and chief executive officer of Stellar Biotechnologies. "The increase in product sales, together with careful management of resources and projects, contributed to Stellar's continued strong financial position." In June 2014, Stellar's Board of Directors approved a change in the Company's fiscal year end from August 31 to September 30 of each year. As a result of the change, the Company had a one month transition period in September 2014. The unaudited results for the one month ended Sept. 30, 2014, were included in this first quarter report. "This change synchronizes the Company's annual and quarterly filings with calendar quarters, thereby providing shareholders with more practical reporting and improving the efficiency of the Company's operational reconciliations. This is part of our continued maturation as a public company and our commitment to increase transparency and strengthen the Company's financial reporting," stated Mr. Oakes. A full-text copy of the Form 10-Q is available for free at: http://is.gd/X2isBH About Stellar Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s business is to commercially produce and market Keyhole Limpet Hemocyanin ("KLH") as well as to develop new technology related to culture and production of KLH and subunit KLH ("suKLH") formulations. The Company markets KLH and suKLH formulations to customers in the United States and Europe. KLH is used extensively as a carrier protein in the production of antibodies for research, biotechnology and therapeutic applications. Stellar Biotechnologies reported a net loss of $8.43 million on $372,132 of total revenues for the year ended Aug. 31, 2014, compared to a net loss of $14.5 million on $545,000 of total revenues for the year ended Aug. 31, 2013. The Company also reported a net loss of $5.52 million for the year ended Aug. 31, 2012. SUBURBAN PROPANE: Moody's Assigns Ba3 Rating on New $250MM Notes ---------------------------------------------------------------- Moody's Investors Service assigned Ba3 to Suburban Propane Partners, L.P.'s proposed $250 million senior notes. Proceeds of the new notes and balance sheet cash will be used to redeem the existing $250 million 7.375% senior notes due 2020, approximately $13 million of tender premium and transaction related fees and expenses. All existing ratings, including the Ba2 Corporate Family Rating (CFR), are unchanged and the outlook remains stable. Assignments: Issuer: Suburban Propane Partners, L.P. NEW $250 million Senior Notes: Assigned Ba3, LGD4 To be withdrawn upon full redemption: Issuer: Suburban Propane Partners, L.P. EXISTING $250 million 7.375% Senior Notes due 2020: Ba3, LGD4 Ratings Rationale The new $250 million senior notes will have identical terms and conditions as the existing $7.375% senior notes due 2020. The new senior notes as well as the existing $346.2 million 7.375% senior notes due 2021 and the $525 million 5.5% senior notes due 2024 are each rated Ba3 or one notch below the Ba2 CFR, reflecting their effective subordination to the (unrated) secured $400 million revolving credit facility due 2017 ($100 million outstanding as of December 27, 2014). The Ba2 CFR is supported by Suburban's significant scale and market position in the propane industry, its strong track record of successful cost reduction efforts augmented by the synergies achieved with the Inergy acquisition, and management's historical preference for conservative financial policies. The rating is tempered by characteristics of the propane sector, which include a high degree of sensitivity to unpredictable external factors such as weather, a trend of secularly declining volumes, the highly competitive and fragmented nature of the sector, and growth opportunities that are mostly limited to acquisitions as opposed to organic growth. The stable outlook reflects Moody's expectation for gradual reduction in leverage to under 4x by FYE2016 supported by low single digit percentage EBITDA growth. The stable outlook also reflects the likely achievement of $50 million in operational synergies from the full integration of Inergy Propane and approximately $210 million of annual distributions to common unit holders. The outlook does not incorporate any debt funded acquisitions or debt funded distributions to common unit holders over the next 12-18 months. An upgrade is unlikely in the near to medium term, however, Moody's could consider an upgrade if debt/EBITDA approaches 2.5x, liquidity remains good, and future acquisitions are both accretive to the company's cash flow and mainly equity funded. The rating could be downgraded if debt/EBITDA is sustained above 4.5x or if the cushion to the financial maintenance covenants deteriorates to below 5%. Higher leverage could be tolerated temporarily in the event of a debt funded acquisition that materially improves Suburban's business profile and if the company has a clear plan to bring leverage below 4x in a reasonable timeframe. The principal methodology used in this rating was Global Midstream Energy 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. Suburban, based in Whippany, NJ, is a master limited partnership (MLP), which conducts operations through three primary business segments: Propane (roughly 83% of revenues), Fuel Oil and Refined Fuels (10%), and Natural Gas and Electricity (5%). T3 MOTION: Alpha Capital Reports 2.7% Stake as of Feb. 5 -------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Alpha Capital Anstalt disclosed that as of Feb. 5, 2015, it beneficially owned 2,500,000 shares of Common Stock of T3 Motion, Inc., representing 2.71 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/qxGYYX About T3 Motion Costa Mesa, Calif.-based T3 Motion, Inc., develops and manufactures T3 Series vehicles, which are electric three-wheel stand-up vehicles that are directly targeted to the public safety and private security markets. T3 Motion reported a net loss of $21.5 million on $4.51 million of net revenues for the year ended Dec. 31, 2012, as compared with a net loss of $5.50 million on $5.29 million of net revenues during the prior year. "The Company has incurred significant operating losses and has used substantial amounts of working capital in its operations since its inception (March 16, 2006). Further, at March 31, 2013, the Company had an accumulated deficit of $(76,980,775) and used cash in operations of $(1,614,252) for the three months ended March 31, 2013. These factors raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time," according to the Company's Form 10-Q for the period ended March 31, 2013. The Company's balance sheet at Sept. 30, 2013, showed $2.50 million in total assets, $11.32 million in total liabilities and a $8.81 million total stockholders' deficit. TAYLOR TRANSPORTATION: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Taylor Transportation, Inc. 11765 Capital Lane Fredericksburg, VA 22408-7325 Case No.: 15-30657 Nature of Business: Trucking/Transportation Chapter 11 Petition Date: February 11, 2015 Court: United States Bankruptcy Court Eastern District of Virginia (Richmond) Judge: Hon. Kevin R. Huennekens Debtor's Counsel: Robert Easterling, Esq. ROBERT B. EASTERLING, ATTORNEY 2217 Princess Anne St., Ste. 100-2 Frederickburg, VA 22401 Tel: (540)373-5030 Email: eastlaw@easterlinglaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ernest T. Fisher, Jr., president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/vaeb15-30657.pdf TENET HEALTHCARE: Vanguard Group Reports 7.3% Stake as of Dec. 31 ----------------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, The Vanguard Group reported that as of Dec. 31, 2014, it beneficially owned 7,199,206 shares of common stock of Tenet Healthcare Corp representing 7.32 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/LCOpc6 About Tenet Tenet Healthcare Corporation is a national, diversified healthcare services company with more than 105,000 employees united around a common mission: to help people live happier, healthier lives. The Company operates 80 hospitals, more than 210 outpatient centers, six health plans and Conifer Health Solutions, a leading provider of healthcare business process services in the areas of revenue cycle management, value based care and patient communications. For more information, please visit www.tenethealth.com. Tenet reported a net loss attributable to common shareholders of $134 million compared to net income attributable to common shareholders of $141 million in 2012. The Company's balance sheet at Sept. 30, 2014, showed $17.3 billion in total assets, $16.05 billion in total liabilities, $396 million in redeemable noncontrolling interests in equity of consolidated subsidiaries, and $866 million in total equity. * * * Tenet carries a 'B' IDR from Fitch Ratings, B corporate credit rating from Standard & Poor's Ratings Services and B1 Corporate Family Rating from Moody's Investors Service. THERAPEUTICSMD INC: BoNY Mellon Reports 6.4% Stake as of Dec. 31 ---------------------------------------------------------------- The Bank of New York Mellon Corporation disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, it beneficially owned 9,938,994 shares of common stock of TherapeuticsMD, Inc., representing 6.37 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/fI4pnW About TherapeuticsMD Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a women's healthcare product company focused on creating and commercializing products targeted exclusively for women. The Company currently manufactures and distributes branded and generic prescription prenatal vitamins as well as over-the-counter vitamins and cosmetics. The Company is currently focused on conducting the clinical trials necessary for regulatory approval and commercialization of advanced hormone therapy pharmaceutical products designed to alleviate the symptoms of and reduce the health risks resulting from menopause-related hormone deficiencies. TherapeuticsMD reported a net loss of $28.4 million in 2013, a net loss of $35.1 million in 2012, and a net loss of $12.9 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $74.6 million in total assets, $11 million in total liabilities, all current, and $63.6 million in total stockholders' equity. THERAPEUTICSMD INC: Gilder Gagnon Reports 3.8% Stake at Dec. 31 --------------------------------------------------------------- Gilder, Gagnon, Howe & Co. LLC disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, it beneficially owned 5,995,066 shares of common stock of TherapeuticsMD, Inc., representing 3.84 percent of the shares outstanding. A copy of the Schedule 13G is available for free at http://is.gd/vRwXbt About TherapeuticsMD Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a women's healthcare product company focused on creating and commercializing products targeted exclusively for women. The Company currently manufactures and distributes branded and generic prescription prenatal vitamins as well as over-the-counter vitamins and cosmetics. The Company is currently focused on conducting the clinical trials necessary for regulatory approval and commercialization of advanced hormone therapy pharmaceutical products designed to alleviate the symptoms of and reduce the health risks resulting from menopause-related hormone deficiencies. TherapeuticsMD reported a net loss of $28.4 million in 2013, a net loss of $35.1 million in 2012, and a net loss of $12.9 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $74.6 million in total assets, $11 million in total liabilities, all current, and $63.6 million in total stockholders' equity. TNS INC: Moody's Affirms B2 CFR & Changes Outlook to Stable ----------------------------------------------------------- Moody's Investors Service, has affirmed the ratings of TNS, Inc., including its B2 corporate family rating following the company's sale of its Gateway Service business. TNS plans to use the net cash proceeds along with cash on hand to pay down $75 million of existing debt and make a $75 million distribution to shareholders. Proforma for the debt repayment, TNS will have approximately $545 million of 1st lien term loan and $170 million of 2nd lien term loan debt outstanding. Moody's has also changed the ratings outlook for TNS to stable from negative given the company's improved leverage following the debt repayment and the company's efforts to manage expenses in the past year. Outlook Actions: Issuer: TNS, Inc. Outlook, Changed To Stable From Negative Affirmations: Issuer: TNS, Inc. Probability of Default Rating, Affirmed B2-PD Corporate Family Rating, Affirmed B2 Senior Secured Senior Secured 1st lien Term Loan, Affirmed B1 (LGD3) Senior Secured Senior Secured Revolving Credit Facility , Affirmed B1 (LGD3) Senior Secured Senior Secured 2nd lien Term Loan, Affirmed Caa1 (LGD5) Ratings Rationale TNS's B2 CFR reflects its aggressive financial policy and the company's relatively small size compared to competitors in the telecommunications service industry. With the upcoming $75 million distribution, the company has paid approximately $290 million to its shareholders over the past year, effectively returning all the equity capital initially contributed by its private equity sponsors. The rating also incorporates Moody's expectation of flat revenues over the next several quarters due to the long term downward wireline subscriber trends that are negatively impacting TNS's directory and network access products as well as the need to offer price concessions for some services at contract renewal. The rating is supported by the company's strong track record of cost cutting which has allowed it to grow EBITDA margin despite weak revenues over the past two years and its willingness and ability to repay debt with excess cash. The rating benefits from the company's strong free cash flow generation which should improve going forward as capex declines due to the completion of investments in new services. Moody's anticipates that TNS will have very good liquidity over the next 12 months, supported by approximately $30 million of cash on the balance sheet pro-forma for the transaction and the company's strong free cash flow generation of over $40 million annually following the transaction. The ratings for the debt instruments reflect both the probability of default of TNS, on which Moody's maintains a PDR of B2-PD, and individual loss given default assessments. Moody's currently rates TNS's senior secured 1st lien credit facilities at B1 (LGD3), one notch above the corporate family rating given the support from the Caa1 (LGD5) rated senior secured 2nd lien term loan. The debt instrument ratings remain unchanged accounting for the repayment of debt. The stable outlook incorporates Moody's view that the company will continue to generate positive free cash flow while maintaining flat to low single digit percentage revenue growth over the next several quarters. Moody's could upgrade the rating if the company can maintain consistent growth in revenue and EBITDA such that leverage falls below 4x (Moody's adjusted) and free cash flow to debt exceeds 10%. Further deterioration in revenue or EBITDA due to technological change, competition, or operational issues or additional debt financing that causes debt to EBITDA to approach 5.75x (Moody's adjusted) could lead to a downgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. TNS, Inc. is a provider of data communications and interoperability solutions services with operations in its Telecommunication Services, Payment Services, and Financial Services division. It provides products and services in North American, Europe and Asia. For the last twelve months ended September 30, 2014 total revenues for TNS were approximately $507 million. TOTAL SAFETY: Decline in Oil Prices No Impact on Moody's B3 CFR --------------------------------------------------------------- Moody's Investors Services says that the recent steep decline in oil prices, and the likelihood of a prolonged period of weak pricing, is credit negative to W3 Co., a holding company controlling Total Safety U.S., Inc. (collectively "Total Safety"), but will not result in changes to the B3 Corporate Family Rating (CFR) of Total Safety, or any of the company's debt instrument ratings. Total Safety has a stable ratings outlook. Total Safety us a global provider of industrial safety services and equipment primarily for the upstream and downstream energy, petrochemical, chemical and other end markets. Total Safety is owned by affiliates of private equity sponsor Warburg Pincus. The company reported revenues of $456 million for the LTM period ending September 30, 2014. TRANS ENERGY: Clarence Smith Reports 10.3% Stake as of Feb. 10 -------------------------------------------------------------- Clarence Smith disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Feb. 10, 2015, he beneficially owned 1,483,797 shares of common stock of Trans Energy, Inc., representing 10.3 percent of the shares outstanding. A copy of the regulatory filing is available at: http://is.gd/OzoIiW About Trans Energy St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG) -- http://www.transenergyinc.com/-- is an independent energy company engaged in the acquisition, exploration, development, exploitation and production of oil and natural gas. Its operations are presently focused in the State of West Virginia. Trans Energy reported a net loss of $17.7 million in 2013 following a net loss of $21.2 million in 2012. the Company's balance sheet at Sept. 30, 2014, showed $103.6 million in assets, $130.2 million in total liabilities and a $26.6 million total stockholders' deficit. TRANS ENERGY: Mark Woodburn Reports 8.2% Stake as of Feb. 10 ------------------------------------------------------------ Mark D. Woodburn disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Feb. 10, 2015, he beneficially owned 1,182,967 shares of common stock of Trans Energy representing 8.2 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/p0AkOm About Trans Energy St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG) -- http://www.transenergyinc.com/-- is an independent energy company engaged in the acquisition, exploration, development, exploitation and production of oil and natural gas. Its operations are presently focused in the State of West Virginia. Trans Energy reported a net loss of $17.7 million in 2013 following a net loss of $21.2 million in 2012. the Company's balance sheet at Sept. 30, 2014, showed $103.6 million in assets, $130.2 million in total liabilities and a $26.6 million total stockholders' deficit. TRAVELPORT WORLDWIDE: FMR Reports 10% Equity Stake as of Feb. 9 --------------------------------------------------------------- FMR LLC, Edward C. Johnson 3d and Abigail P. Johnson disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Feb. 9, 2015, they beneficially owned 12,141,136 shares of common stock of Travelport Worldwide representing 10 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/v1XXql About Travelport Worldwide Travelport Worldwide Limited is a travel commerce platform providing distribution, technology, payment and other solutions for the global travel and tourism industry. The Company's balance sheet at Sept. 30, 2014, showed $2.99 billion in total assets, $3.20 billion in total liabilities and a $210 million total deficit. * * * As reported by the TCR on Sept. 8, 2014, Standard & Poor's Ratings Services raised to 'B-' from 'CCC+' its long-term corporate credit ratings on U.K.-based travel services provider Travelport Worldwide Limited and its new wholly owned financing entity, Travelport Finance (Luxembourg) S.a.r.l. (Travelport Finance). The outlook is stable. TRAVELPORT WORLDWIDE: Morgan Stanley Reports 6.2% Stake at Dec. 31 ------------------------------------------------------------------ Morgan Stanley disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, it beneficially owned 7,471,343 shares of common stock of Travelport Worldwide Ltd. representing 6.2 percent of the shares outstanding. A copy of the Schedule 13G is available for free at: http://is.gd/xuwKhQ About Travelport Worldwide Travelport Worldwide Limited is a travel commerce platform providing distribution, technology, payment and other solutions for the global travel and tourism industry. The Company's balance sheet at Sept. 30, 2014, showed $2.99 billion in total assets, $3.20 billion in total liabilities and a $210 million total deficit. * * * As reported by the TCR on Sept. 8, 2014, Standard & Poor's Ratings Services raised to 'B-' from 'CCC+' its long-term corporate credit ratings on U.K.-based travel services provider Travelport Worldwide Limited and its new wholly owned financing entity, Travelport Finance (Luxembourg) S.a.r.l. (Travelport Finance). The outlook is stable. TRI FUND DEVELOPMENT: Case Summary & 7 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Tri Fund Development, LLC 822 E. 63rd Street Chicago, IL 60637 Case No.: 15-04492 Chapter 11 Petition Date: February 11, 2015 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Janet S. Baer Debtor's Counsel: Paul M Bach, Esq. SULAIMAN LAW GROUP, LTD. 900 Jorie Boulevard, Suite 150 Oak Brook, IL 60523 Tel: (630)575-8181 Email: ecfbach@gmail.com mbadwan@sulaimanlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Gregory S. Newsome, chairman of the Board. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb15-04492.pdf TRUMP ENTERTAINMENT: Inks $10MM Deal to End Anti-Laundering Claims ------------------------------------------------------------------ Law360 reported that Trump Taj Mahal reached a $10 million enforcement deal with the Treasury Department's Financial Crimes Enforcement Network after "extensive negotiations," settling assertions that it violated the Bank Secrecy Act. According to the report, the penalty, which must still be approved by a judge, is being treated as a general unsecured claim, which means that, in practice, the government is likely to receive around $50,000 if expected recoveries in the bankruptcy remain the same. 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. UNIVERSAL COOPERATIVES: Committee Gets Approval to Sue Officers --------------------------------------------------------------- The official committee of unsecured creditors received approval from U.S. Bankruptcy Judge Mary Walrath to sue members and officers of Universal Cooperatives Inc. in behalf of the company. An investigation conducted by the unsecured creditors' committee over the past few months shows that some of Universal Cooperatives' current and former officers allegedly breached their duties that led to its bankruptcy filing. The group alleged the officers continued to transfer funds to the company's nonviable affiliates to continue their operations, and provide its members with discounts on products that it couldn't afford despite warning that the company was in a financial crisis. The unsecured creditors' committee also cited the sale of Universal Cooperatives' animal health unit to an insider for "less than fair value," according to filings made in U.S. Bankruptcy Court in Delaware. About Universal Cooperatives As an inter-regional farm supply cooperative, Universal Cooperatives, Inc. consolidates the purchasing power of its members to procure, and/or manufacture, and distribute high quality products at competitive prices. Universal has 14 voting members and over 50 associate members. Eagan, Minnesota-based Universal Cooperatives and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-11187) on May 11, 2014. The debtor-affiliates are Heritage Trading Company, LLC; Bridon Cordage LLC; Universal Crop Protection Alliance, LLC; Agrilon International, LLC; and Pavalon, Inc. UCI do Brasil, a majority-owned subsidiary located in Brazil, is not a debtor in the Chapter 11 cases. The cases are assigned to Judge Mary F. Walrath. Universal Cooperatives disclosed $12.09 million in assets and $29.3 million in liabilities as of the Chapter 11 filing. The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady, Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq., Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley & Lardner LLP, as counsel; The Keystone Group, as financial advisor and Prime Clerk as notice and claims agent. Bank of America, N.A., as agent for the DIP Lenders, is represented by Daniel J. McGuire, Edward Kosmowski, Esq., and Gregory M. Gartland, Esq., at Winston & Strawn, LLP. The United States Trustee for Region 3 has appointed seven members to the Official Committee of Unsecured Creditors, which is represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and Timothy R. Wheeler, Esq., at Lowenstein Sandler LLP, in Roseland, New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien, Esq., at Venable LLP, in Wilmington, Delaware. UNIVERSAL COOPERATIVES: Court Approves Sale of Pesticide Products ----------------------------------------------------------------- The U.S. Bankruptcy Court in Delaware approved the sale of pesticide products of Universal Cooperatives Inc. and Universal Crop Protection Alliance LLC. Ragan & Massey Inc. offered $30,000 for the products, which are registered with the U.S. Environmental Protection Agency. Under the deal, Universal Cooperatives will transfer "all right, title and interest" in and to the assets except those held by Southern States Cooperative Inc., according to court filings. Also included in the sale are confidential statement of formulas and list of sources with respect to the assets. About Universal Cooperatives As an inter-regional farm supply cooperative, Universal Cooperatives, Inc. consolidates the purchasing power of its members to procure, and/or manufacture, and distribute high quality products at competitive prices. Universal has 14 voting members and over 50 associate members. Eagan, Minnesota-based Universal Cooperatives and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-11187) on May 11, 2014. The debtor-affiliates are Heritage Trading Company, LLC; Bridon Cordage LLC; Universal Crop Protection Alliance, LLC; Agrilon International, LLC; and Pavalon, Inc. UCI do Brasil, a majority-owned subsidiary located in Brazil, is not a debtor in the Chapter 11 cases. The cases are assigned to Judge Mary F. Walrath. Universal Cooperatives disclosed $12.09 million in assets and $29.3 million in liabilities as of the Chapter 11 filing. The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady, Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq., Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley & Lardner LLP, as counsel; The Keystone Group, as financial advisor and Prime Clerk as notice and claims agent. Bank of America, N.A., as agent for the DIP Lenders, is represented by Daniel J. McGuire, Edward Kosmowski, Esq., and Gregory M. Gartland, Esq., at Winston & Strawn, LLP. The United States Trustee for Region 3 has appointed seven members to the Official Committee of Unsecured Creditors, which is represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and Timothy R. Wheeler, Esq., at Lowenstein Sandler LLP, in Roseland, New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien, Esq., at Venable LLP, in Wilmington, Delaware. UNIVERSAL COOPERATIVES: Seeks Additional Time to Remove Suits ------------------------------------------------------------- Universal Cooperatives Inc. has filed a motion seeking additional time to remove lawsuits involving the company and its affiliates. In its motion, the company asked the U.S. Bankruptcy Court in Delaware to move the deadline for filing notices of removal of the lawsuits to May 11. The extension would give Universal Cooperatives opportunity to make "fully-informed decisions" concerning the removal of any lawsuit involving the company, according to its lawyer, Andrew Magaziner, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware. The motion is on U.S. Bankruptcy Judge Mary Walrath's calendar for March 19. Objections are due by Feb. 18. About Universal Cooperatives As an inter-regional farm supply cooperative, Universal Cooperatives, Inc. consolidates the purchasing power of its members to procure, and/or manufacture, and distribute high quality products at competitive prices. Universal has 14 voting members and over 50 associate members. Eagan, Minnesota-based Universal Cooperatives and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-11187) on May 11, 2014. The debtor-affiliates are Heritage Trading Company, LLC; Bridon Cordage LLC; Universal Crop Protection Alliance, LLC; Agrilon International, LLC; and Pavalon, Inc. UCI do Brasil, a majority-owned subsidiary located in Brazil, is not a debtor in the Chapter 11 cases. The cases are assigned to Judge Mary F. Walrath. Universal Cooperatives disclosed $12.09 million in assets and $29.3 million in liabilities as of the Chapter 11 filing. The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady, Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq., Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley & Lardner LLP, as counsel; The Keystone Group, as financial advisor and Prime Clerk as notice and claims agent. Bank of America, N.A., as agent for the DIP Lenders, is represented by Daniel J. McGuire, Edward Kosmowski, Esq., and Gregory M. Gartland, Esq., at Winston & Strawn, LLP. The United States Trustee for Region 3 has appointed seven members to the Official Committee of Unsecured Creditors, which is represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and Timothy R. Wheeler, Esq., at Lowenstein Sandler LLP, in Roseland, New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien, Esq., at Venable LLP, in Wilmington, Delaware. UNIVISION COMMUNICATIONS: Fitch Rates $750MM Secured Notes 'B+' --------------------------------------------------------------- Fitch Ratings has assigned a 'B+/RR3' rating to Univision Communications, Inc.'s new $750 million 5.125% senior secured notes due 2025. Fitch previously assigned a 'B+/RR3' rating to the reopened 5.125% senior secured notes due 2023, which were increased by $500 million. The Rating Outlook remains Stable. The proceeds of both issuances are to be used to fund the company's offer to purchase $1.2 billion aggregate amount outstanding of 6.875% senior secured notes due 2019 pursuant to the all-cash tender offer launched. As proposed, Fitch views the transactions favorably as it will extend Univision's maturities and provide a modest reduction in interest expense of approximately $17 million. KEY RATING DRIVERS The ratings incorporate Fitch's positive view of the U.S. Hispanic broadcasting industry, given anticipated continued growth in number and spending power of the Hispanic demographic. Additionally, Univision benefits from a premier industry position, with duopoly television and radio stations in most of the top Hispanic markets, with a national overlay of broadcast and cable networks. The company's networks garner significant market share of Hispanic viewers and generate strong and stable ratings. This large and concentrated audience provides advertisers with an effective way to reach the growing U.S. Hispanic population. Fitch expects Hispanic population growth to mitigate the impact of longer-term secular issues that are challenging the overall media & entertainment sector, namely, audience fragmentation and its impact on advertising revenue. While the Hispanic broadcast television audience is not immune to these pressures, Fitch expects that its growing total size will offset the impact of any audience fragmentation and drive ongoing ratings strength at Univision's television properties. This should result in low to mid-single-digit top-line growth at the television segment. Fitch believes Univision's cost management efforts and growth in high-margin retransmission revenue will provide an offset to the rising programing investments. Fitch expects EBITDA margins levels in the 38% to 40% range in 2015. Long term, Fitch believes positive operating leverage from top-line growth and growth in high-margin retransmission revenue will drive margin improvement. Recent new entrants in the Hispanic broadcast and cable network market will add to the competitive pressures facing Univision. However, Univision currently has incumbent advantage and dominant market presence. Fitch expects these factors, along with its pipeline of proven content from Televisa, to enable it to grow amid these increasing pressures. Ratings concerns center on the highly leveraged capital structure, limited free cash flow (FCF) generation relative to total debt, as well as the company's significant exposure to advertising revenue. As of Dec. 31, 2014, Fitch estimates total leverage (including the subordinated convertible preferred debentures due to Televisa) and secured leverage of 8.8x and 7.8x, respectively. Fitch expects leverage metrics to remain relatively consistent when compared to 2014 as the company's operating profile will not benefit from the uptick in advertising revenues associated with the World Cup. KEY ASSUMPTIONS Fitch's key assumptions within our rating case for the issuer include: -- EBITDA margins of 38%-40% driven by growth and high margin retransmission revenue. -- Fitch expects leverage metrics to remain relatively consistent when compared to 2014 as the company's operating profile will not benefit from the uptick in advertising revenues associated with the World Cup. -- Fitch expects the company will continue to generate similar levels of positive FCF during the rating horizon. Liquidity and Debt Fitch regards current liquidity as adequate, particularly in light of minimal near-term maturities. At Dec. 31, 2014, liquidity consisted of approximately $56 million of cash, approximately $540 million available under the $550 million revolving credit facility (RCF) due 2018 (net of borrowings and letters of credit) and, $300 million available under the $400 million AR securitization facility (consisting of $300 million revolver and $100 million term facility). Fitch calculates 2014 FCF of approximately $143 million. Fitch estimates at Dec. 31, 2014, Univision had total debt of $10.5 billion, which consisted primarily of: -- $4.6 billion in senior secured term loans due March 2020; -- $1.2 billion 6.875% senior secured notes due 2019; -- $750 million 7.875% senior secured notes due 2020; -- $815 million 8.5% senior unsecured notes due 2021; -- $1.2 billion 6.75% senior secured notes due 2022; -- $700 million 5.125% senior secured notes due 2023; -- $1.125 billion 1.5% subordinated convertible debentures issued to Televisa, due 2025. This note is a direct obligation of the parent HoldCo, Broadcasting Media Partners, Inc., but is serviced by dividends paid by Univision. Univision's Recovery Ratings reflect Fitch's expectation that the enterprise value of the company, and thus, recovery rates for its creditors, will be maximized in a restructuring scenario (going concern), rather than a liquidation. Fitch employs a 7x distressed enterprise value multiple reflecting the company's FCC licenses in top U.S. markets. Fitch assumes a sustainable post restructuring EBITDA of approximately $880 million. Fitch estimates the adjusted distressed enterprise valuation in restructuring to be $6.1 billion. The 'B+' rating for the secured debt reflects Fitch's expectations for recovery in the 51%-70% range. The 'CCC+' rating on the $815 million senior unsecured notes reflects Fitch's expectations for 0% recovery. RATING SENSITIVITIES Negative ratings actions could occur if operating results and FCF are materially lower than Fitch's expectations (noted above). This would be contradictory to Fitch's constructive view on the Spanish language broadcasting industry and Univision's positioning within it, and could indicate that the company is more susceptible to secular challenges than previously anticipated. Positive ratings actions could occur if Univision delevers significantly from current levels, with indications that the company is on target to reach 7x-9x and 5x-6x total and secured leverage targets, respectively. Fitch expects deleveraging could occur largely through EBITDA growth, as well as modest debt reduction. Fitch currently rates Univision as: -- Issuer Default Rating 'B'; -- Senior secured 'B+/RR3'; -- Senior unsecured 'CCC+/RR6'. UNIVISION COMMUNICATIONS: Moody's Assigns B2 Rating on New Notes ---------------------------------------------------------------- Moody's Investors Service assigned a B2 to Univision Communications, Inc.'s proposed 10-year senior secured notes and proposed add on to its 5.125% senior secured notes due 2023. Proceeds from the new notes will be used to refinance a portion or all of the existing 6.875% senior secured notes due 2019 ($1.2 billion outstanding). All other existing ratings, including the B3 Corporate Family Rating (CFR), are unchanged and the outlook remains positive. To the extent the 6.875% notes are fully repaid, Moody's will withdraw debt ratings on these notes. Assigned: Issuer: Univision Communications, Inc. NEW 8-year Senior Secured Notes due 2023: Assigned B2, LGD3 NEW 10-year Senior Secured Notes due 2025: Assigned B2, LGD3 Ratings Rationale Univision's B3 Corporate Family Rating incorporates its leading market positions in Spanish-language media within the U.S., an increasing percentage of revenue coming from recurring retransmission fees, improved EBITDA margins, and good growth prospects over the next three years tempered by its very high leverage and vulnerability to cyclical advertising. Revenue growth across its broadcast, cable network, and digital offerings are supported by Hispanic demographic trends and its leading market positions while improved EBITDA margins lead to growing unlevered cash flow generation. Nevertheless, the risk of a restructuring remains elevated if economic conditions were to weaken unexpectedly given the company's highly leveraged balance sheet (9.0x gross debt-to-EBITDA estimated for December 31, 2014 incorporating Moody's standard adjustments and excluding non-cash advertising revenue, or 8.0x excluding the Televisa convertible note). Heightened competition, particularly from deep-pocketed media conglomerates targeting the Hispanic demographic in the U.S., represents another risk. Although very high, leverage has improved consistently since 2011 due largely to revenue and EBITDA growth given investment in cable networks, digital services and joint ventures resulted in minimal free cash flow generation over this period and modest debt repayment. Looking forward, ratings are supported by the company's improving liquidity including Moody's projection for growing free cash flow generation over the next 12 months, more than $800 million of availability under the company's two revolver facilities, and no significant maturities until 2018. Moody's base case forecast includes growing cash flow primarily from Univision's cable networks with additional growth from newer digital revenue streams as well as from core television and radio broadcast operations in 2015 followed by a lift in 2016 from record levels of political ad spending. Moody's expects consolidated revenue in 2015 to be modestly down compared to 2014 given the absence of $174 million of World Cup advertising and the lack of significant political ad demand in a non-election year, partially offset by growth in core ad revenue and retransmission fees. The positive outlook reflects Moody's expectation that, despite a modest revenue decline in 2015, EBITDA and free cash flow will continue to grow due to an increase in high margin retransmission fees, better performance for radio operations based on improved audience ratings, and benefits from cost controls. As a result, Moody's expects debt-to-EBITDA to improve to less than 8.5x over the next 12 to 18 months (including Moody's standard adjustments and excluding non-cash revenue, or less than 7.6x excluding the Televisa convertible note). The proposed notes favorably extend near term debt maturities and will result in lower annual interest expense. Moody's believe management is focused on realizing returns from the company's growth investments over the past three years potentially to position itself for an IPO as well as to facilitate an eventual exit or reduction in ownership by its financial sponsors which have held their positions in Univision since 2007. The principal methodology used in these ratings was Global Broadcast and Advertising Related Industries published in May 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Univision Communications, Inc., headquartered in New York, is a leading Spanish-language media company in the U.S. The company's television operations (85% of FY2014 revenue) include owned and operated broadcast stations; Univision Network; UniMas (formerly TeleFutura); as well as Univision Cable Networks such as Galavision, Univision tlnovelas, Univision Deportes, ForoTV, and De Pelicula. Univision Radio (10% of revenue) includes the company's owned and operated radio stations. Digital (5% of revenue) includes a network of online and mobile apps as well as video, music and advertising services. Univision was acquired by a consortium of private equity firms (including Madison Dearborn Partners, Inc., Providence Equity Partners, Inc, Saban Capital Group, Inc., TPG Capital, and Thomas H. Lee Partners, L.P.) for $13.7 billion in 2007. Grupo Televisa, S.A.B. (Televisa; Baa1 stable) is a related entity owning 38% of the company largely due to its $1.2 billion investment in Univision in 2010 for 5% direct ownership plus an option to purchase an additional 30% of the company at a fixed price. For the 12 months ended December 31, 2014 the company's revenue totaled $2.9 billion. US CAPITAL: Battle Over Future of Fashion Mall Looms ---------------------------------------------------- Law360 reported that parties fighting over a vacant Plantation, Florida, shopping mall will square off in a battle over whether to continue a liquidation and proceed with an asset sale or try to reorganize the company and allow the majority owner to redevelop the property. According to the report, Tangshan Ganglu Iron & Steel Co. Ltd., the majority owner of the entity formed to oversee the development of Plantation's defunct Fashion Mall, has asked the bankruptcy court to convert the Chapter 7 proceeding into a Chapter 11 reorganization. About US Capital Holdings US Capital/Fashion Mall is the owner of the former "Fashion Mall at Plantation", now vacant, located at 321 N. University Drive, in Plantation, Florida. US Capital Holdings is the 100% owner of US Capital/Fashion Mall. The mall -- http://www.321north.com-- is presently dormant, in part, as a result of a redevelopment plan for the mall of a project called 321 North, which is intended to be a major, retail, office and residential project. The mall suffered extensive hurricane damage from Hurricane Wilma. US Capital Holdings, LLC, and an affiliate, US Capital/Fashion Mall, LLC, filed Chapter 11 petitions (Bankr. S.D. Fla. Case Nos. 12-14517 and 12-14519) in Forth Lauderdale, Florida, on Feb. 24, 2012. The Debtor listed assets of $11,496 and liabilities of $22,777,428. Judge John K. Olson presides over the case. On Oct. 14, 2014, US Capital/Fashion Mall, LLC, filed for Chapter 7 liquidation (Bankr. S.D. Fla. Case No. 14-32819). Judge John K. Olson presides over the case. The Debtor is represented by Thomas M. Messana, Esq., at Messana P.A., in Fort Lauderdale, Florida. As reported by the the Troubled Company Reporter on Oct. 16, 2014, Brian Bandell, Senior Reporter at the South Florida Business Journal, said US Capital listed both its assets and debts between $10 million and $50 million each. Business Journal added that parent company Mapuche LLC also filed for Chapter 7 in the same month. Business Journal stated that Wei Chen -- the manager of Mapuche LLC, the entity that controls the Debtor -- signed the Chapter 7 liquidation petition on behalf of Mapuche, the Debtor and U.S. Capital/Fashion Mall. VERITEQ CORP: Effecting a 1-for-1000 Reverse Stock Split -------------------------------------------------------- VeriTeQ Corporation's Board of Directors and FINRA have approved a reverse split of the Company's common stock at a ratio of 1-for-1000, commencing at the open of trading on Feb. 11, 2015. The Company's ticker symbol will be VTEQD for 20 trading days to designate that it is trading on a post-reverse split basis. VeriTeQ's post-split common stock will trade under the new CUSIP Number 923449 201. As a result of the reverse stock split, each 1,000 pre-split shares of common stock outstanding will automatically combine into one new share of common stock without any action on the part of the respective holders, and the number of outstanding common shares will be reduced to approximately 1.2 million shares. The reverse stock split will also apply to common stock issuable upon the conversion of outstanding notes payable and convertible preferred stock, and upon the exercise of outstanding warrants and stock options. The Company's transfer agent, VStock Transfer, LLC, will provide instructions to stockholders regarding the process for exchanging shares. No fractional shares will be issued as a result of the reverse stock split, and stockholders who otherwise would be entitled to a fractional share will receive, in lieu thereof, a cash payment which will equal the product obtained by multiplying (a) the fraction to which the stockholder would otherwise be entitled; by (b) the per share closing sales price of the Company's common stock on the effective date of the reverse stock split. The reverse stock split was previously approved by the Company's stockholders at the 2014 Annual Meeting of Stockholders held on Dec. 18, 2014. Further details of the reverse stock split are contained in the Company's current report on Form 8-K filed with the Securities and Exchange Commission, a copy of which is available for free at http://is.gd/tqc6Y2 About VeriTeQ VeriTeQ (formerly known as Digital Angel Corporation) develops innovative, proprietary RFID technologies for implantable medical device identification, and dosimeter technologies for use in radiation therapy treatment. VeriTeQ -- http://www.veriteqcorp.com/-- offers the world's first FDA cleared RFID microchip technology that can be used to identify implantable medical devices, in vivo, on demand, at the point of care. VeriTeQ's dosimeters provide patient safety mechanisms while measuring and recording the dose of radiation delivered to a patient in real time. Veriteq Corporation reported a net loss of $15.07 million on $18,000 of sales for the year ended Dec. 31, 2013, as compared with a net loss of $1.60 million on $0 of sales for the year ended Dec. 31, 2012. As of Sept. 30, 2014, the Company had $6.77 million in total assets, $14 million in total liabilities, and a $7.18 million stockholders' deficit. EisnerAmper LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred recurring net losses, and at Dec. 31, 2013, had negative working capital and a stockholders' deficit. These events and conditions raise substantial doubt about the Company's ability to continue as a going concern. VICTORY ENERGY: Plans to Merge with Lucas Energy ------------------------------------------------ Victory Energy Corporation and Lucas Energy Inc. have executed a letter of intent and term sheet for a proposed business combination between the two companies. The business combination is contingent on the signing of a definitive merger agreement, which will contain customary terms and conditions. The parties expect that the business combination will involve the issuance of equity by Lucas to Victory's shareholders with no cash payment being made. The parties also expect that upon completion of the business combination, the shareholders of Victory and Victory's partner Navitus Energy Group will own more than a majority of outstanding Lucas shares. The letter of intent contains a binding exclusivity provision that requires the two companies to work toward a definitive merger agreement to the exclusion of other potential merger partners. Victory and Lucas are also negotiating the terms of a funding agreement that is intended to provide the capital necessary for Lucas to satisfy its obligations for several Eagle Ford wells, critical accounts payable and to provide Lucas with necessary working capital during the period prior to the consummation of the business combination. The parties expect that as part of the transaction seven of Lucas' high-grade Eagle Ford wells with varying working interests from a portfolio of 130 future drilling locations will be funded and brought into production during the period from February through June of 2015. Based on nearby EOG Resources and Marathon Oil well production volumes in addition to internal economic reservoir calculations, the parties anticipate that the monthly production revenue from these combined wells will exceed $1,100,000 of revenue to the company interest, assuming a price per barrel of oil of $50, which would bring both companies into a positive cash-flow position and add significant proved producing reserves to the combined 2015 company portfolio. Victory and Lucas expect that funding of these obligations will come from a variety of sources, including certain affiliates of Victory. These sources anticipate total funding needs of approximately $12 million during the business combination with additional funding for post-closing debt reduction and expansion to exceed $8 million. "The expected combination of the two companies will allow Victory and Lucas shareholders to enjoy the benefits of a much larger NYSE MKT listed company, the synergies of a single management structure and reporting company, which will hold valuable assets in two of the most active and profitable basins in North America, the Permian and the Eagle Ford," said Kenny Hill, chief executive officer of Victory Energy Corporation. "We are extremely excited by the opportunity to combine with Victory. We believe that the proposed combination will enhance our access to capital, diversify our asset base, strengthen our balance sheet and allow us to scale. We are pleased to have identified a strategic partner that can help us expand our scope of operations and improve our financial condition," said Anthony C. Schnur, chief executive officer of Lucas Energy Inc. Kenneth E. Hill, the current chief executive officer and Director of Victory Energy, is expected to serve as the chief executive officer and president of the combined company. Other executive and officer appointments will be determined at a later date. About Victory Energy Austin, Texas-based Victory Energy Corporation is engaged in the exploration, acquisition, development and exploitation of domestic oil and gas properties. Current operations are primarily located onshore in Texas, New Mexico and Oklahoma. Victory Energy reported a net loss of $2.11 million on $735,000 of total revenues for the year ended Dec. 31, 2013, as compared with a net loss of $7.09 million on $326,000 of total revenues in 2012. As of Sept. 30, 2014, the Company had $5.48 million in total assets, $2.44 million in total liabilities and $3.04 million in total stockholders' equity. Weaver & Tidwell, LLP, in Fort Worth, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has experienced recurring losses since its inception and has an accumulated deficit. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern. VIGGLE INC: To Sell $40 Million of Securities --------------------------------------------- Viggle Inc. filed a Form S-3 registration statement with the U.S. Securities and Exchange Commission to register $40,000,000 worth of its common stock, preferred stock, warrants and units. The Company's common stock is traded on the NASDAQ Capital Market under the symbol "VGGL." On Feb. 6, 2015, the last reported sales price for the Company's common stock was $2.20 per share. As of that date, the aggregate market value of the Company's outstanding common stock held by non-affiliates was approximately $17,579,749 based on 16,556,881 shares of the Company's outstanding common stock, of which approximately 7,990,795 shares were held by non-affiliates. The Company said it may offer the securities directly or through agents or to or through underwriters or dealers. A full-text copy of the prospectus is available for free at: http://is.gd/VwgAHV About Viggle New York City-based Viggle Inc. is a loyalty marketing company. The Company has developed a loyalty program for television that gives people real rewards for checking into the television shows they are watching on most mobile operating system. Viggle users can redeem their points in the app's rewards catalog for items such as movie tickets, music, or gift cards. Viggle reported a net loss of $68.4 million on $18 million of revenues for the year ended June 30, 2014, compared with a net loss of $91.4 million on $13.9 million of revenues for the year ended June 30, 2013. As of Dec. 31, 2014, the Company had $72.1 million in total assets, $51.02 million in total liabilities, $3.75 million in series C convertible redeemable preferred stock, and $17.4 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. The independent auditors noted that the Company has suffered recurring losses from operations and at June 30, 2014, has a deficiency in working capital that raises substantial doubt about its ability to continue as a going concern. VIRTUAL PIGGY: Network of Goods, Merchants "Greatly Increased" -------------------------------------------------------------- Virtual Piggy, Inc., disclosed that in the second half of 2014, Oink greatly increased its network of digital goods and retail merchants. In the digital goods category, Oink expanded predominantly by integrating with Facebook, Wargaming, Fantage as well as other gaming sites. Further expanding Oink's offerings in the digital goods space, the company recently signed an agreement with Grammy-winning record producer Rodney Jerkins to help develop the music and digital goods market within the Oink platform. Working with Jerkins, Oink will build a rewards program around the Oink wallet that provides unique access to music and events through collaborations with Evolve Music and individual music artists. Oink expects to announce the first collaborations in late Q1. "Everyone at Oink is excited to be working with Rodney (Darkchild) Jerkins and his team as we believe the connection of music with our audience is far-reaching and significant," said Dr. Jo Webber, CEO and founder of Oink. "I also want to congratulate Rodney on winning his eighth Grammy last night." In December 2014 Virtual Piggy also released the Oink-branded Discover prepaid card (NYSE: DFS). The Oink card is currently accepted in the more than 7 million locations online and in stores across the US. In its first four weeks, Oink saw a rapid increase in the number of transactions and places where Oink is used. Top spending categories for the Oink card in January are food, apparel, and entertainment. The Oink wallet was recognized in 2014 with a Gold Stevie award in the Most Innovative Company category in the US and Canada. About Oink (Virtual Piggy, Inc.) Virtual Piggy is the provider of Oink, a secure online and in-store teen wallet. Oink enables teens to manage and spend money within parental controls, while gaining valuable financial management skills. The technology company also delivers payment platforms designed for the Under 21 age group in the global market, and enables online businesses the ability to function in a manner consistent with the Children's Online Privacy Protection Act and similar international children's privacy laws. The company, based in Hermosa Beach, CA, is on the Web at: www.oink.com and holds three technology patents, US Patent No. 8,762,230, 8,650,621 and 8,812,395. The Company's balance sheet at Sept. 30, 2014, showed $4.11 million in total assets, $5.59 million in total liabilities and a stockholders' deficit of $1.49 million. "The Company has incurred significant losses and experienced negative cash flow from operations during the development stage. These conditions raise substantial doubt about the Company's ability to continue as a going concern," according to the Company's quarterly report for the period ended Sept. 30, 2014. VISUALANT INC: Incurs $3.1 Million Net Loss in Dec. 31 Quarter -------------------------------------------------------------- Visualant, Incorporated, filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $3.15 million on $1.84 million of revenue for the three months ended Dec. 31, 2014, compared to a net loss of $846,000 on $1.87 million of revenue for the same period a year ago. As of Dec. 31, 2014, the Company had $3.22 million in total assets, $9.46 million in total liabilities, all current, and a $6.24 million total stockholders' deficit. "The Company anticipates that it will record losses from operations for the foreseeable future. As of December 31, 2014, our accumulated deficit was $24,692,428. The Company has limited capital resources, and operations to date have been funded with the proceeds from private equity and debt financings and loans from Ronald P. Erickson, our Chief Executive Officer. These conditions raise substantial doubt about our ability to continue as a going concern," the Company stated in the Report. A full-text copy of the Form 10-Q is available for free at: http://is.gd/SYSAme About Visualant Inc. Seattle, Wash.-based Visualant, Inc., was incorporated under the laws of the State of Nevada on Oct. 8, 1998. The Company develops low-cost, high speed, light-based security and quality control solutions for use in homeland security, anti- counterfeiting, forgery/fraud prevention, brand protection and process control applications. Visualant reported a net loss of $1 million on $7.98 million of revenue for the year ended Sept. 30, 2014, compared to a net loss of $6.60 million on $8.57 million of revenue for the year ended Sept. 30, 2013. PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2014. The independent auditors noted that the Company has sustained a net loss from operations and has an accumulated deficit since inception. These factors, according to the auditors, raise substantial doubt about the Company's ability to continue as a going concern. W.R. GRACE: Pays $490MM to Close Out Obligations to Asbestos Trust ------------------------------------------------------------------ W.R. Grace & Co. said in federal filings that it has paid $490 million to close out its obligations to a trust paying the personal injury asbestos claims that helped drive the Company into bankruptcy. According to Rick Seltzer at Baltimore Business Journal, the payment was made technically in exchange for a warrant the trust owned. The warrant was to acquire 10 million shares of Company stock at $17 per share, the report adds. Business Journal reports that the Company still has existing agreements to make payments to a separate property damage trust. Business Journal says that two trusts were created to assume almost 130,000 pending claims after the Company filed for Chapter 11 protection. The report says that the trusts were established as part of the Company's bankruptcy, which it exited last February. Collectively, the Company funded them with more than $4 billion, the report states, citing spokesperson Rich Badmington. The report adds that funding sources included cash, warrants to purchase Company stock, deferred payment obligations, insurance proceeds and payments from former company affiliates. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. Grace employs approximately 6,500 people in over 40 countries and had 2012 net sales of $3.2 billion. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). The Debtors are represented by Adam Paul, Esq., and John Donley, P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago, Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Delaware. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. Roger Frankel serves as legal representative for victims of asbestos exposure who may file claims against W.R. Grace. Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces David Austern, who was appointed to that role in 2004. Mr. Frankel has served as legal counsel for Mr. Austern who passed away in May 2013. The FCR is represented by Orrick Herrington & Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as Delaware co-counsel; and Lincoln Partners Advisors LLC as financial adviser. Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. W.R. Grace defeated four appeals from approval of the Plan. A fifth appeal was by secured bank lenders claiming the right to $185 million of interest at the contractual default rate. Pursuant to a settlement announced in December 2013, lenders are to receive $129 million in settlement of the claim for additional interest. W.R. Grace & Co. and its debtor affiliates notified the U.S. Bankruptcy Court for the District of Delaware that they have satisfied or waived conditions to the occurrence of the effective date of the First Amended Joint Plan of Reorganization co-proposed by the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative, and the Official Committee of Equity Security Holders. The effective date of the Plan occurred on Feb. 3, 2014. WACO TOWN SQUARE: Judge Isgur Rejects NSJS Claims Anew ------------------------------------------------------ The Bankruptcy Court issued an order requiring NSJS Limited Partnership to dismiss a lawsuit pending in the 414th Judicial District Court of McLennan County, Texas on July 24, 2013. This requirement was pursuant to the Order Confirming Waco Town Square Partners, LP and Waco Town Square Partners II, LP's Third Amended Joint Chapter 11 Plan of Reorganization. On appeal, the District Court remanded for further consideration of the Bankruptcy Court's constitutional authority, the requirements of the Confirmation Order, and NSJS's excusable neglect defense. In a February 11, 2015 Memorandum Opinion available at http://is.gd/ZiVSO0from Leagle.com, Bankruptcy Judge Marvin Isgur explained that NSJS's claims must be dismissed. The District Court order was reported by the Troubled Company Reporter on March 19, 2014. A copy of District Judge Nancy F. Atlas' Memorandum and Order dated March 13, 2014, is available at http://is.gd/w8YXghfrom Leagle.com. The Bankruptcy Court's prior order was reported by the Troubled Company Reporter on Aug. 15, 2013, and is available at http://is.gd/LMT55Zfrom Leagle.com. About Waco Town Square Partners Based in Sugar Land, Texas, Waco Town Square Partners, L.P., dba Austin Avenue Flats, filed for Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No. 11-38928) on Oct. 21, 2011. Judge David R. Jones presides over the case. Edward L. Rothberg, Esq., at Hoover Slovacek LLP, served as the Debtor's counsel. In its petition, the Debtor estimated assets and debts of $1 million to $10 million. The petition was signed by David Wallace, manager and secretary. Waco Town Square Partners II LP filed a separate petition (Bankr. S.D. Tex. Case No. 11-38929) on the same day, listing $100,001 to $500,000 in assets and $1 million to $10 million in debts. SWB Waco SH, L.P. filed for Chapter 11 (Bankr. S.D. Tex. Case No. 10-38001) on Sept. 7, 2010. On May 20, 2012, the Bankruptcy Court entered Order Confirming Third Amended Joint Chapter 11 Plan of Reorganization of WTSP and WTSP II, As Modified on the Record at the March 26, 2012 Hearing. WALTER ENERGY: Morgan Stanley Reports 2.5% Stake as of Dec. 31 -------------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Morgan Stanley disclosed that as of Dec. 31, 2014, it beneficially owned 1,628,663 shares of common stock of Walter Energy representing 2.54 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/Y2QUZh About Walter Energy Walter Energy is a leading, publicly traded "pure-play" metallurgical coal producer for the global steel industry with strategic access to high-growth steel markets in Asia, South America and Europe. The Company also produces thermal coal, anthracite, metallurgical coke and coal bed methane gas. Walter Energy employs approximately 2,900 employees with operations in the United States, Canada and United Kingdom. The Company's balance sheet at Sept. 30, 2014, showed $5.64 billion in total assets, $5.18 billion in total liabilities and $455 million in total stockholders' equity. * * * As reported by the TCR on Aug. 19, 2014, Standard & Poor's Ratings Services said it raised its corporate credit rating on Birmingham, Ala.-based Walter Energy to 'CCC+' from 'SD'. S&P believes the company's capital structure is likely unsustainable in the long-term absent an improvement in met coal prices. The TCR reported on July 10, 2014, that Moody's downgraded the Corporate Family Rating of Walter Energy to 'Caa2' from 'Caa1'. "The downgrade in the corporate family rating reflects the anticipated deterioration in performance, increased cash burn and increase in leverage, given the recent met coal benchmark settlement of $120 per tonne for high quality coking coal and our expectation that meaningful recovery in metallurgical coal markets is twelve to eighteen months away." WALTER ENERGY: Vanguard Reports 4.8% Stake as of Dec. 31 -------------------------------------------------------- The Vanguard Group disclosed in Schedule 13G filed with the U.S. Securities and Exchange Commission that as of Dec. 31, 2014, it beneficially owned 3,287,009 shares of common stock of Walter Energy Inc representing 4.82 percent of the shares outstanding. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, is the beneficial owner of 92,356 shares or .13% of the Common Stock outstanding of the Company as a result of its serving as investment manager of collective trust accounts. A copy of the regulatory filing is available for free at: http://is.gd/oStzMg About Walter Energy Walter Energy is a leading, publicly traded "pure-play" metallurgical coal producer for the global steel industry with strategic access to high-growth steel markets in Asia, South America and Europe. The Company also produces thermal coal, anthracite, metallurgical coke and coal bed methane gas. Walter Energy employs approximately 2,900 employees with operations in the United States, Canada and United Kingdom. The Company's balance sheet at Sept. 30, 2014, showed $5.64 billion in total assets, $5.18 billion in total liabilities and $455 million in total stockholders' equity. * * * As reported by the TCR on Aug. 19, 2014, Standard & Poor's Ratings Services said it raised its corporate credit rating on Birmingham, Ala.-based Walter Energy to 'CCC+' from 'SD'. S&P believes the company's capital structure is likely unsustainable in the long-term absent an improvement in met coal prices. The TCR reported on July 10, 2014, that Moody's downgraded the Corporate Family Rating of Walter Energy to 'Caa2' from 'Caa1'. "The downgrade in the corporate family rating reflects the anticipated deterioration in performance, increased cash burn and increase in leverage, given the recent met coal benchmark settlement of $120 per tonne for high quality coking coal and our expectation that meaningful recovery in metallurgical coal markets is twelve to eighteen months away." WAYNE COUNTY, MI: Could Face Financial Crisis --------------------------------------------- Reuters, citing county documents, reported that Wayne County, Michigan, in which the formerly bankrupt city of Detroit is located, could face a fiscal crisis as early as August. According to the report, the county's general fund had an annual deficit of about $50 million during the last three years, primarily due to a decline in property tax revenue, an unsustainable defined-benefit pension plan, healthcare inflation, and budget overruns in the sheriff and prosecutors' offices. The projected fiscal year 2015 deficit for Wayne County's general fund is $73 million, the report said, citing a document prepared by Ernst & Young. * * * The Troubled Company Reporter, on Feb. 10, 2015, reported that Moody's Investors Services has downgraded to Ba3 from Baa3 the rating on the general obligation limited tax (GOLT) debt of Wayne County, MI. The county has a total of $695 million of long-term GOLT debt outstanding, of which $336 million is rated by Moody's. An additional $302 million of short-term GOLT delinquent tax anticipation notes are outstanding. The outlook remains negative. The TCR, on Feb. 9, 2015, also reported that Fitch Ratings has placed the following Wayne County ratings on Rating Watch Negative: -- $190.9 million limited tax general obligation (LTGO) bonds issued by Wayne County 'BB-'; -- $54.9 million building authority (stadium) refunding bonds, series 2012 (Wayne County LTGO) issued by Detroit/Wayne County Stadium Authority 'BB-'; -- $207.2 million building authority bonds issued by Wayne County Building Authority 'BB-'; -- Wayne County unlimited tax general obligation (ULTGO) (implied) 'BB'. WET SEAL: Alternative Chapter 11 Plan Proposals Due March 5 ----------------------------------------------------------- In the chapter 11 case of The Wet Seal, Inc., the Bankruptcy Court on Feb. 5, 2015, entered an order approving and authorizing the assumption of a Plan Sponsorship Agreement as modified, and approving and authorizing the payment under certain specified conditions of a breakup fee and expense reimbursement in accordance with the terms of the modified Plan Sponsorship Agreement. The Debtors and B. Riley Financial, Inc., which is providing DIP financing, entered into the Plan Sponsorship Agreement dated January 15, 2015. A copy of the PSA is available at http://is.gd/Aobrry As set forth in the order, the breakup fee which may become payable to the Plan Sponsor shall be limited to $625,000, after the Debtors pay $375,000 in commitment fees pursuant to the DIP Financing Agreement. Furthermore, such order provides that the reimbursement of fees and expenses payable in connection with the Plan Sponsorship Agreement and the DIP Financing Agreement, combined, shall not exceed the amount set forth in the approved budget accompanying the Final Order. Furthermore, the Plan Sponsorship Agreement was modified to provide that the Plan Sponsor agreed, subject to certain terms and conditions set forth in the Plan Sponsorship Agreement, to purchase 80% of the common stock to be issued in the reorganized Company pursuant to a chapter 11 plan of reorganization in consideration for $25,000,000 (in the form of conversion of the principal amount of the DIP Financing into equity and the remainder in cash) as compared to $20,000,000 as originally provided for in the original Plan Sponsorship Agreement. Pursuant to the order, provisions set forth in the original Plan Sponsorship Agreement that limited the Debtors' ability to solicit and negotiate transactions other than the transaction with the Plan Sponsor described in the Plan Sponsorship Agreement were deleted in their entirety from the Plan Sponsorship Agreement. Consistent with the deletion of these provisions, the Debtors have filed a motion in the Chapter 11 Cases seeking approval of proposed bid procedures governing the submission of competing superior proposals to sponsor an alternative chapter 11 plan of reorganization or to acquire all or substantially all of the Debtors' assets pursuant to Section 363 of the Bankruptcy Code, and in each case to provide replacement debtor-in-possession financing. The proposed bid procedures set forth, among other things, a deadline to submit a superior proposal for an alternative transaction of no later than March 5, 2015 with an auction (if a superior proposal is timely received) to be held on March 10, 2015 to determine the highest or otherwise best bid. 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. B. Riley, the DIP lender and plan sponsor, is represented by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP. WET SEAL: Has Final Approval of $20MM B. Riley DIP Financing ------------------------------------------------------------ The Wet Seal, Inc. sought and obtained a final bankruptcy court order on February 5, 2015, that authorized the Debtors to obtain post-petition financing and to borrower from a lender pursuant to the terms of the DIP financing agreement on a final basis. In connection with the Chapter 11 Cases, the Debtors filed a motion seeking Bankruptcy Court approval of debtor-in-possession financing on the terms set forth in that certain Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement, dated as of January 15, 2015, by and among the Debtors and B. Riley Financial, Inc., as Lender. 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, the availability of which is reduced by a $5.0 million availability block, which Availability Block is subject to reduction at the sole discretion of the Lender. Loans under the DIP Financing will be capped at the lesser of this commitment and a borrowing base (which is subject to reserves). The maturity date of the DIP Financing is the earlier of (a) May 15, 2015, unless otherwise extended by the Lender in its discretion, and (b) no less than five business days after the termination of the Plan Sponsorship Agreement entered into between the Debtors and B. Riley Financial, Inc. on January 15, 2015, as amended. As set forth in the Final Order, the "applicable rate" of interest in the DIP Financing Agreement was reduced two percentage points from 10.25% to 8.25% per annum and the "default rate" of interest in the DIP Financing Agreement was reduced from 12.5% to 10.25%. Pursuant to the Final Order, the reasonable out of pocket costs and expenses of the Lender in connection with the DIP Financing Agreement and the Plan Sponsor in connection with the Plan Sponsorship Agreement are to be paid by the Debtor; provided, however, notwithstanding anything to the contrary contained in the Plan Sponsorship Agreement or the DIP Financing Agreement, the reimbursement of fees and expenses payable by the Debtors in connection with the Plan Sponsorship Agreement and the DIP Financing Agreement, combined, shall not exceed the amount set forth for such expenses in the budget approved by the Bankruptcy Court. 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. B. Riley, the DIP lender and plan sponsor, is represented by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP. WET SEAL: Has Final Okay of $18.3MM BofA Letter of Credit Deal -------------------------------------------------------------- The Wet Seal, Inc. sought and obtained a final bankruptcy court order on February 5, 2015, that approved a debtor-in-possession financing on the terms set forth in a Senior Secured, Super-Priority Debtor-in-Possession Letter of Credit Agreement, dated as of January 15, 2015 -- DIP LC Agreement -- by and among the Debtors and Bank of America, N.A., as L/C Issuer. The DIP LC 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. Pursuant to the terms and conditions of such final order, the Debtors were authorized on a final basis to incur and perform post-petition obligations under the DIP LC Agreement and to provide cash collateral as provided by such agreement. 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. B. Riley, the DIP lender and plan sponsor, is represented by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP. WET SEAL: Judge Approves B. Riley as Lead Bidder ------------------------------------------------ Tom Corrigan, writing for Daily Bankruptcy Review, reported that U.S. Bankruptcy Judge Christopher Sontchi in Delaware approved a preliminary deal between Wet Seal Inc. and B. Riley & Co. proposing that B. Riley, who is also the retailer's DIP lender, take 80% of the equity in a reorganized Wet Seal in exchange for $25 million, $5 million more than had initially been offered. William J. Rochelle III, a bankruptcy columnist for Bloomberg News, reported that the Official Committee of Unsecured Creditors negotiated an increase in Wet Seal's sale price to $25 million. At the committee's behest, Riley dropped a "no-shop" provision, opening the way for Wet Seal and the creditors to solicit competing offers, the Bloomberg report related. The Bloomberg report added that under proposed sale procedures, competing bids will be due March 5, with an auction on March 10. If it loses at auction, B. Riley, the parent of liquidator Great American Group LLC, will collect a breakup fee of $625,000 and a $375,000 commitment fee for the DIP loan, the Bloomberg report said. 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: U.S. Trustee Forms 5-Member Creditors' Committee ---------------------------------------------------------- Pursuant to Section 1102(a)(1) of the Bankruptcy Code, T. Patrick Tinker, Acting United States Trustee, Region 3, appointed these entities to the Official Committee of Unsecured Creditors in connection with the Chapter 11 cases of The Wet Seal, Inc., et al.: 1. Hudson Bay Master Fund Ltd. c/o Toav Roth or Victor Simonte 777 Third Ave., 30th Floor New York, NY 10017 Tel: (212) 571-1244 Fax: (212) 571-1279 2. Simon Property Group, Inc. Attn: Jim Napoli 225 West Washington Street Indianapolis, IN 46204 Tel: (317) 263-2346 Fax: (317) 263-7901 3. GGP Limited Partnership Attn: Julie Minnick Bowden 110 North Wacker Drive Chicago, IL 60606 Tel: (312) 960-2707 Fax: (312) 442-6374 4. Hansae Co. Ltd. Attn: Yong-Baek Lee, Yeouido-Dong 5F, 29 Eunhaeng-Ro Yeongdeungpo-Gu Seoul, Korea KR Tel: +02 3779 0779 Fax: +02 3779 5599 5. Heart and Hips Attn: Jarvis Park 2424 E. 26th Street Vernon, CA 90058 Tel: (213) 765-0300 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. B. Riley, the DIP lender and plan sponsor, is represented by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP. WET SEAL: Unsecureds to Recoup 5% Under B Riley-Backed Plan ----------------------------------------------------------- The Wet Seal, Inc. and its subsidiary Debtors filed with the Bankruptcy Court in Wilmington, Delaware, a joint plan of reorganization and explanatory disclosure statement. A hearing to approve the Disclosure Statement is set for March 18, 2015, at 11:30 a.m. at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #6, Wilmington, Delaware. Objections are due by March 11. B. Riley to Own 80% of Reorganized WSI The Plan provides for the payment in full of all Administrative Claims, the satisfaction of all Allowed Secured Claims, and the payment in full of all Allowed Priority Tax Claims and Non-Tax Priority Claims, consistent with section 1129 of the Bankruptcy Code. The Plan provides for the cancellation of all of the Debtors' existing equity interests and the issuance of new common stock in Reorganized WSI: (i) 80% of which New Equity will be purchased by B. Riley Financial, Inc., as Plan Sponsor and DIP Lender, in exchange for an aggregate amount of $25 million in the form of (x) conversion of the principal amount under the DIP Facility into equity and (y) cash; and (ii) the remaining portion of which New Equity will be issued to Holders of Allowed General Unsecured Claims whose Claims are not otherwise cashed out, settled or resolved under the terms of the Plan. 5% Recovery to Gen. Unsecured Claims The Plan further provides for Cash payment to Holders of Allowed Convenience Claims (Unsecured Claims which are less or equal to $30,000 in the aggregate) and Holders of Allowed General Unsecured Claims that make the Cash Payment Election. Those Holders will receive, in full satisfaction, settlement, release, and discharge of and in exchange for such Allowed Claims, a Cash payment equal to [5]% of such Allowed Claims unless the Holder of the Allowed General Unsecured Claim agrees in writing with the Debtor or the Reorganized Debtor, and with the Plan Sponsor, to accept some less favorable treatment of its Allowed General Unsecured Claim. The New Equity that would have been issued to a Holder of an Allowed General Unsecured Claim that makes the Cash Payment Election shall instead remain unissued. Only the Holders of General Unsecured Claim in Class 5 and Convenience Claims in Class 6 are entitled to vote on the Plan. Holders of Subordinated 510(c) Claims in Class 7, Subordinated 510(b) Claims in Class 8, and Old Equity Interests in Class 9 are out of the money and deemed to reject the Plan. Holders of Prepetition Credit Agreement Claims in Class 1, Secured Tax Claims in Class 2, Other Secured Claims in Class 3 and Non-Tax Priority Claims in Class 4 are deemed to accept the Plan. As of the Petition Date, the Debtors were indebted to Bank of America, N.A. -- Prepetition Lender -- under the Amended and Restated Credit Agreement dated as of February 3, 2011, by and among the Debtors, Bank of America, N.A., as the administrative agent, collateral agent, L/C issuer and swing line lender, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole bookrunner, and the other lenders party thereto. As of the Petition Date, there were no outstanding borrowings under the Prepetition Credit Agreement, and all letters of credit issued by the Prepetition Lender (approximating $10.8 million) were fully cash collateralized by the Debtors. The Prepetition Lender asserts contingent and unliquidated indemnification claims against the Debtors and that such claims are secured by its lien. As of the Petition Date, the Prepetition Lender held a first priority lien against the Debtors' cash, cash equivalents, investments, receivables and inventory, but not their intellectual property. The approximately $10.8 million of letters of credit outstanding under the Prepetition Credit Agreement as of the Petition Date have been rolled up into the L/C Facility pursuant to the terms of the L/C Credit Agreement and as approved by the Bankruptcy Court. The amounts of letters of credit outstanding as of the Petition Date have been further reduced after the Petition Date as a result of draws by certain of the Debtors' factors. Other than the claims of the Prepetition Lender, the Debtors do not have any material secured debt. The Debtors estimate that other secured claims do not exceed $100,000 in the aggregate. The Debtors believe that unsecured claims against the estate should not exceed $130 million assuming no additional store closures or reductions in force. Unsecured claims against the Debtors include: (i) the senior convertible notes in the principal amount as of the Petition Date of $24.9 million issued to Hudson Bay Master Fund Ltd., (ii) accrued and unpaid trade and other unsecured debt incurred in the ordinary course of the Debtors' businesses, (iii) unpaid amounts owed to the Debtors' vendors and to factors under related factoring agreements, (iv) claims by landlords for unpaid rent and other breaches of the Debtors' leases, and (v) claims arising from the closure of 338 of the Debtors' retail stores, including both claims asserted by the Debtors' landlords under the Debtors' leases as well as claims asserted by employees that were laid off. A copy of the 141-page explanatory Disclosure Statement is available at http://bankrupt.com/misc/WetSealDS.pdf 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. B. Riley, the DIP lender and plan sponsor, is represented by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP. On January 30, 2015, the U.S. Trustee appointed an official committee of unsecured creditors. The co-chairs of the Creditors Committee are Hudson Bay and Simon Property Group, Inc., and the other members of the Creditors Committee are GGP Limited Partnership, Hansae Co. Ltd., and Heart and Hips. Simon and GGP are landlords under multiple of the Debtors' leases and Hansae and Heart and Hips are vendors to the Debtors. The proposed counsel to the Creditors Committee is Pachulski Stang Ziehl & Jones LLP and the proposed financial advisor to the Creditors Committee is Province, Inc. The meeting of creditors under section 341(a) of the Bankruptcy Code is set for February 23, 2015 at 10:00 a.m. at the J. Caleb Boggs Federal Building, 844 King St., Room 5209, Wilmington, Delaware 19801. WYNN LAS VEGAS: Moody's Assigns Ba2 Rating on $1.75MM Sr. Notes --------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Wynn Las Vegas, LLC's proposed $1.75 billion senior notes due 2025. Net proceeds from the notes will be used to refinance the company's $377 million 7 7/8% first mortgage notes due 2020 (NR) and $1.226 billion 7 ¾% first mortgage notes due 2020 (Ba2). The new notes will have similar terms to Wynn Las Vegas, LLC's existing senior unsecured notes due 2023 (NR). Wynn Las Vegas, LLC (WLV) is a wholly-owned subsidiary of Wynn Resorts, Limited (Wynn). Wynn owns and operates casino hotel resort properties in Las Vegas, Nevada and Macau, China. Wynn has a Ba1 Corporate Family Rating and stable rating outlook. Moody's will withdraw the Ba2 ratings on WLV's 7 ¾% first mortgage notes due 2020 once the transaction closes. New rating assigned: Proposed WLV $1.75 billion senior unsecured notes due 2025 -- Ba2 (LGD 5). Ratings Rationale The Ba2 rating assigned to WLV's new notes -- one notch lower than Wynn's Corporate Family Rating -- reflects a consolidated rating approach, whereby Moody's view all of the operations of Wynn as a single enterprise for analytic purposes, regardless of whether or not financings for some subsidiaries are done on a stand-alone basis. The Ba2 rating on the new notes also reflects its unsecured status. Wynn's Ba1 Corporate Family Rating reflects the quality, popularity, and favorable reputation of Wynn's casino properties -- a factor that continues to distinguish the company from most other gaming operators. Also supporting the rating is the company's strong financial profile which will provide the company will an adequate buffer against gaming revenue declines in Macau, China. Net debt/EBITDA is about 3.0 times and EBITDA/Interest is about 6.0 times. Key credit concerns include Moody's view that Wynn's diversification remains limited despite the fact that it is one of the largest U.S. gaming operators in terms of revenue. The company's revenues and cash flow are concentrated in only two gaming markets -- Las Vegas, Nevada and Macau, China -- which makes it highly susceptible to specific market, economic, and regulatory trends. Wynn's stable rating outlook incorporates Moody's opinion that despite recent gaming declines in Macau resulting largely from the Chinese government's ongoing effort to combat corruption and the slowing economic growth in China, the Macau market will continue grow in terms of visitation and consumer demand trends, albeit at a rate slower than it has in the past. Ratings improvement is limited at this time given the highly secured nature of the company's consolidated debt capital structure; a characteristic that Moody's do not believe is consistent with an investment grade rating. While the security has been released at the company's Las Vegas subsidiary, the secured credit facilities at its Macau and Wynn America subsidiaries, on a fully drawn basis, continues to account for a significant portion of Wynn's consolidated debt. Ratings could be lowered if Wynn's financial the gaming demand environment in Macau dramatically weakens from current levels, and/or it appears Wynn's consolidated net debt/EBITDA will, for any reason, rise and remain above 3.5 times. The principal methodology used in these ratings was Global Gaming Industry published in June 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. XRPRO SCIENCES: Dr. Warner Reports 26.9% Stake as of Jan. 31 ------------------------------------------------------------ In a Schedule 13D filed with the U.S. Securities and Exchange Commmission, Dr. Benjamin Warner, chief scientific officer of XRpro Sciences, Inc., disclosed that as of Jan. 31, 2015, he beneficially owned 3,504,804 shares of common stock of the Issuer representing 26.9 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/vWUu4B About XRpro Caldera Pharmaceuticals, Inc., amended its certificate of incorporation to change its name to XRpro Sciences, Inc., effective Dec. 4, 2014. Based in Cambridge, Massachusetts, Caldera is a drug discovery and pharmaceutical services company that is based on a proprietary x-ray fluorescence technology, called XRpro(R). Caldera incurred a net loss applicable to common stock of $5.88 million in 2013, a net loss of $952,000 in 2012, and a net loss of $2.35 million in 2011. The balance sheet at Sept. 30, 2014, showed $3.96 million in total assets, $3.60 million in total liabilities, $133,000 in convertible redeemable preferred stock, and $225,000 of stockholders' equity. YELLOWSTONE MOUNTAIN: Cincinnati Insurance Off the Hook for $9.7MM ------------------------------------------------------------------ Law360 reported that the U.S. Court of Appeals for the Ninth Circuit affirmed that Cincinnati Insurance Co. doesn't have to cover a $9.7 million allowed claim in underlying litigation between Yellowstone Club World LLC's bankruptcy trustee and the company's co-founder, finding that Cincinnati's duty to defend was never triggered because it didn't receive notice from a named insured. According to the report, in a brief opinion, a three-judge panel said that Cincinnati isn't liable for the allowed claim in the litigation between YCW trustee Ross P. Richardson and company co-founder Edra D. Blixseth. The appeals case is In re: Ross Richardson, et al v. Cincinnati Insurance Company, Case No. 13-35098 (9th Cir.). About Yellowstone Mountain Located near Big Sky, Montana, Yellowstone Mountain Club LLC -- http://www.theyellowstoneclub.com/-- is a private golf and ski community with more than 350 members, including Bill Gates and Dan Quayle. The Company was founded in 1999. Yellowstone Club and its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10, 2008. The Company's owner affiliate, Edra D. Blixseth, filed a separate Chapter 11 petition on March 27, 2009 (Case No. 09-60452). Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green PLLC represented Yellowstone. The Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO. The official committee of unsecured creditors were represented by Parsons, Behle and Latimer; and James H. Cossitt, Esq., as counsel. Credit Suisse, the prepetition first lien lender, was represented by Skadden, Arps, Slate, Meagher & Flom. In June 2009, the Bankruptcy Court entered an order confirming Yellowstone's Chapter 11 Plan. Pursuant to the Plan, CrossHarbor Capital Partners LLC acquired equity ownership in the reorganized Club for $115 million. Marc S. Kirschner, Esq., was appointed the Trustee of the Yellowstone Club Liquidating Trust created under the Plan. Z TRIM HOLDINGS: Edward Smith Reports 83.2% Stake as of Dec. 31 --------------------------------------------------------------- Edward B Smith, III, and his affiliates disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Feb. 9, 2015, they beneficially owned 102,054,992 shares of common stock of Z Trim Holdings representing 83.2 percent of the shares outstanding. On Feb. 9, 2015, Mr. Smith was granted 31,000,000 warrants to acquire 31,000,000 Shares in connection with his appointment as chief executive officer of the Issuer. The Warrants have an exercise price of $0.45 per share, are immediately exercisable, expire on the fifth anniversary of their issuance, may be exercised on a cashless basis, are subject to full ratchet price anti-dilution protection and entitled to registration rights. A full-text copy of the regulatory filing is available at: http://is.gd/X0jZoW About Z Trim Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food ingredient company which provides custom product solutions that help answer the food industry's problems. Z Trim's revolutionary technology provides value-added ingredients across virtually all food industry categories. Z Trim's all-natural products, among other things, help to reduce fat and calories, add fiber, provide shelf-stability, prevent oil migration, and add binding capacity -- all without degrading the taste and texture of the final food products. Z Trim Holdings reported a net loss of $13.4 million in 2013, a net loss of $9.58 million in 2012, and a net loss of $6.94 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $3.17 million in total assets, $3.28 million in total liabilities, and a $104,600 stockholders' deficit. M&K CPAS, PLLC, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company does not have enough cash on hand to meet its current liabilities and has had reoccurring losses as of Dec. 31, 2013. These conditions raise substantial doubt about its ability to continue as a going concern. Z TRIM HOLDINGS: Obtains $500,000 From Private Placement -------------------------------------------------------- Z Trim Holdings, Inc., closed a second round of its private placement offering with four accredited investors in which it raised gross proceeds of $500,000 and sold 125,000 units, with each unit consisting of: (i) one share of 12.5% Redeemable Convertible Preferred Stock; and (ii) one warrant to acquire 8.56 shares of the Company's common stock, par value, $0.00005 per share, at an exercise price of $0.64 per share all pursuant to separate Securities Purchase Agreements entered into with each investor. In addition, the Company issued to each of the investors in the first and second rounds of financing an additional warrant for each Unit acquired to acquire 3.64 shares of the Company's Common Stock at an exercise price of $0.64 per share. The Initial Warrants issued in the second closing are exercisable for 1,070,000 shares of the Company’s Common Stock and the Additional Warrants issued in the second closing are exercisable for an aggregate of 455,000 shares of the Company's Common Stock. The sale was part of a private placement offering in which the Company offered for sale a maximum of 5,000,000 units (gross proceeds of $20,000,000). Prior to the second closing, the Company raised gross proceeds of $1,040,000 in the initial closing of the Offering and sold 260,000 Units (260,000 Preferred Shares, Initial Warrants to acquire 2,225,600 shares of Common Stock and Additional Warrants to acquire 946,400 shares of Common Stock. The Warrants expire on the fifth anniversary of their issuance, may be exercised on a cashless basis, are subject to full ratchet price anti-dilution protection and entitled to registration rights. The Preferred Shares are nonvoting, accrue dividends at the rate per annum equal to 12.5% of the sum of (i) the Stated Value (which initially is $4.00) until the Maturity Date as defined in the Statement of Resolution Establishing Preferred Shares and (ii) the amount of accrued and unpaid dividends payable, are convertible into shares of Common Stock at the option of the holder as described in the Statement of Resolution Establishing Preferred Shares, have anti-dilution protection, registration rights, may be redeemed under certain circumstances, liquidation preference, protective provisions and board rights under certain circumstances. In addition, the members of the Company's Board of Directors exchanged notes with an aggregate of $386,358 in principal and accrued and unpaid interest for an aggregate of 96,589 Units (representing one (1) Unit for every $4.00 of debt exchanged), 826,806 Initial Warrants and 351,586 Additional Warrants. The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes, including without limitation, to repay certain loans. In addition, Edward B. Smith, III, and Morris Garfinkle were issued warrants exercisable for 31,000,000 and 5,500,000 shares of Common Stock, respectively, in consideration of the services to be provided to the Company as chief executive officer of the Company and Chairman of the Board, respectively. The warrants issued to Messrs. Smith and Garfinkle have an exercise price of $0.45 per share and contain other terms that are similar to those of the Initial Warrants. About Z Trim Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food ingredient company which provides custom product solutions that help answer the food industry's problems. Z Trim's revolutionary technology provides value-added ingredients across virtually all food industry categories. Z Trim's all-natural products, among other things, help to reduce fat and calories, add fiber, provide shelf-stability, prevent oil migration, and add binding capacity -- all without degrading the taste and texture of the final food products. Z Trim Holdings reported a net loss of $13.4 million in 2013, a net loss of $9.58 million in 2012, and a net loss of $6.94 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $3.17 million in total assets, $3.28 million in total liabilities, and a $104,600 stockholders' deficit. M&K CPAS, PLLC, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company does not have enough cash on hand to meet its current liabilities and has had reoccurring losses as of Dec. 31, 2013. These conditions raise substantial doubt about its ability to continue as a going concern. ZOGENIX INC: Renee Tannenbaum Named to Board of Directors --------------------------------------------------------- Renee Tannenbaum, Pharm.D., accepted an appointment to fill a newly-created seat on the Board of Directors of Zogenix, Inc., effective on Feb. 6, 2015, according to a regulatory filing with the U.S. Securities and Exchange Commission. Based upon the recommendation of the Board's Nominating/Corporate Governance Committee, Dr. Tannenbaum was appointed as a Class III director, with an initial term expiring at the 2016 annual meeting of the Company's stockholders. Dr. Tannenbaum, 62, currently serves as the Head of Global Customer Excellence of AbbVie, Inc., a global, research-based biopharmaceutical company, a position she has held since October 2012. At AbbVie, Dr. Tannenbaum is responsible for building commercial capabilities for headquarters and affiliate commercial organizations. Prior to joining AbbVie, Dr. Tannenbaum served as President of Myrtle Potter & Company, LLC, a global life sciences consulting and advisory firm, from January 2011 to October 2012. Dr. Tannenbaum was executive vice president and chief commercial officer at Elan Pharmaceutics, Inc., from May 2009 to January 2011, where she was responsible for revenue generation for Elan's marketed products; preparing for the commercialization of Elan's pipeline; and strengthening Elan's overall commercial capabilities. Prior to her role at Elan, Dr. Tannenbaum was at Novartis Pharma AG for three years, where she led the global commercial operations organization. Prior to that, Dr. Tannenbaum spent nine years at Bristol Myers Squibb and 16 years at Merck and Company, where she held a variety of leadership positions in operations and general management. Dr. Tannenbaum served on the board of directors of Immune Pharmaceuticals, Ltd from August 2011 to October 2012, and Sharps Compliance Inc. from November 2012 to November 2014. She currently serves on the advisory boards of the Women Business Leaders in the U.S. Healthcare Industry Foundation and the Healthcare Businesswomen's Association. Previously, Dr. Tannenbaum served on the advisory board of BayBio, the Northern California Life Sciences Association. In addition, Dr. Tannenbaum was an Assistant Professor of Clinical Pharmacy at the Philadelphia College of Pharmacy and Sciences, now known as the University of the Sciences at Philadelphia, and she retains a faculty position at the University's Mayes College of Healthcare Business and Policy and serves as the Dean's Professor. Dr. Tannenbaum received her Doctor of Pharmacy degree from the Philadelphia College of Pharmacy and Sciences, her M.B.A. from Temple University, and her B.Sc. degree in Pharmacy from the University of Connecticut. In connection with her appointment to the Board, pursuant to the Company's independent director compensation policy, Dr. Tannenbaum has been granted an option to purchase 75,000 shares of the Company's common stock, which have an exercise price per share equal to $1.30, the fair market value of the Company's common stock on the date of grant. The options will vest over three years in thirty-six equal monthly installments, subject to her continuing service on the Board. Dr. Tannenbaum will also receive cash compensation for her service on the Board in accordance with the Company's independent director compensation policy, as such policy may be amended from time to time. There are no other arrangements or understandings between Dr. Tannenbaum and any other person pursuant to which she was selected to serve on the Board. About Zogenix Inc. Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and Emeryville, California, is a pharmaceutical company commercializing and developing products for the treatment of central nervous system disorders and pain. Zogenix reported a net loss of $80.85 million in 2013, as compared with a net loss of $47.4 million in 2012. As of Sept. 30, 2014, the Company had $107.02 million in total assets, $49.5 million in total liabilities and $57.5 million in total stockholders' equity. Ernst & Young LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's recurring losses from operations and lack of sufficient working capital raise substantial doubt about its ability to continue as a going concern. [*] James Garrity To Replace Judge Allan Gropper in New York ------------------------------------------------------------ Joseph Checkler, writing for The Wall Street Journal, reported that James L. Garrity Jr., who left the New York bankruptcy bench in 1999, is coming back to replace retiring judge Allan L. Gropper. According to the report, Mr. Garrity, during his first stint with the court, oversaw several closely watched cases, including those of Bank of Credit and Commerce International and retailer Jamesway Corp. Mr. Garrity, the Journal adds, has stints at Shearman & Sterling LLP and, more recently, Morgan Lewis & Bockius LLP. [*] Milwaukee Judge Pays Trustee Full Statutory Commissions ----------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists at Bloomberg News, reported that U.S. District Judge Lynn Adelman in Milwaukee came down firmly on the side of paying statutory commissions to Chapter 7 trustees regardless of how much or little time was spent on the case. According to the report, Judge Adelman explained how the appeal from an order awarding about $28,000 in commission to a Chapter 7 trustee stemmed from a lack of clarity resulting from 2005 amendments to the Bankruptcy Code, citing cases from the U.S. Court of Appeals in Richmond, Virginia, and the Bankruptcy Appellate Panel in San Francisco, as standing for the proposition that statutory commissions must be paid absent "extraordinary circumstances." The case is Mohns v. Lasner, 14-1280, 2015 BL 6596, U.S. District Court, Eastern District Wisconsin (Milwaukee). [*] Scott Olofson to Lead Epiq's Corporate Restructuring Group -------------------------------------------------------------- Epiq Systems, Inc., a global provider of integrated technology solutions for the legal profession, on Feb. 12 announced the appointment of Scott Olofson, currently senior vice president of corporate relations and business development, to lead corporate restructuring solutions. In his expanded role, Mr. Olofson will lead operations, solicitations, consulting and strategic initiatives and fill a recently vacated position. Corporate restructuring is the flagship business within the bankruptcy and settlement administration operating segment at Epiq and is the point of reference for all client work that pertains to Chapter 11 reorganizations. "As a result of 13 years at Epiq, Scott brings extensive bankruptcy industry experience and executive-level client relationships to our market-leading corporate restructuring group," said Brad D. Scott, president and chief operating officer, Epiq Systems. "Scott will continue to provide key leadership to the organization as we pursue strategic initiatives and deliver the exceptional expertise, resources and service that elevate Epiq from our peers. This appointment is but one of several over the last few months that Epiq has made to strengthen the executive leadership team." In addition to providing strategic counsel at the corporate level, Mr. Olofson currently manages other bankruptcy groups and previously served as general counsel at Epiq. He had significant involvement in Epiq’s entry into Chapter 11 case management services in 2003 and continues to play a key role in the strategic development of the bankruptcy solutions business. He holds a BA from Pepperdine University and a JD from Thomas Jefferson School of Law, and is an active member of the Illinois State Bar Association. About Epiq Systems Epiq Systems -- http://www.epiqsystems.com/-- is a global provider of integrated technology solutions for the legal profession, including electronic discovery, bankruptcy, and class action and mass tort administration. It also offers full-service capabilities to support litigation, investigations, financial transactions, regulatory compliance and other legal matters. The firm's innovative technology and services, deep subject-matter expertise and global presence spanning 45 countries served from 20 locations allow it to provide secure, reliable solutions to the worldwide legal community. [^] BOOK REVIEW: Landmarks in Medicine - Laity Lectures ------------------------------------------------------- Introduction by James Alexander Miller, M.D. Publisher: Beard Books Softcover: 355 pages List Price: $34.95 Review by Henry Berry Order your own personal copy today at http://bit.ly/1sTKOm6 As the subtitle points out, the seven lectures reproduced in this collection are meant especially for general readers with an interest in medicine, including its history and the cultural context it works within. James Miller, president of the New York Academy of Medicine which sponsored the lectures, states in his brief "Introduction" that this leading medical organization "has long recognized as an obligation the interpretation of the progress of medical knowledge to the public." The lectures collected here succeed admirably in fulfilling this obligation. The authors are all doctors, most specialists in different areas of medicine. Lewis Gregory Cole, whose lecture is "X-ray Within the Memory of Man," is a consulting roentgenologist at New York's Fifth Avenue Hospital. Harrison Stanford Martland is a professor of forensic medicine at New York University College of Medicine. Many readers will undoubtedly find his lecture titled "Dr. Watson and Mr. Sherlock Holmes" the most engrossing one. Other doctor- authors are more involved in academic areas of medicine and teaching. Reginald Burbank is the chairman of the Section of Historical and Cultural Medicine at the New York Academy of Medicine. He lectured on "Medicine and the Progress of Civilization." Raymond Pearl, whose selection is "The Search for Longevity," is a professor of biology at Johns Hopkins University. The authors' high professional standing and involvement in specialized areas do not get in the way of their aim to speak to a general audience. They are all skilled writers and effective communicators. As the titles of some of the lectures noted in the previous paragraph indicate, the seven selections of "Landmarks in Medicine" focus on the human-interest side of medicine rather than the scientific or technological. Even the two with titles which seem to suggest concern with technical aspects of medicine show when read to take up the human-interest nature of these topics. "The Meaning of Medical Research", by Dr. Alfred E. Cohn of the Rockefeller Institute for Medical Research, is not so much about methods, techniques, and equipment of medical research, but is mostly about the interinvolvement of medical research, the perennial concern of individuals with keeping and recovering good health, and social concerns and pressures of the day. "The meaning of medical research must regard these various social and personal aspects," Cohn writes. In this essay, the doctor does answer the questions of what is studied in medical research and how it is studied. And he answers the related question of who does the research. But his discussion of these questions leads to the final and most significant question "for what reason does the study take place?" His answer is "to understand the mechanisms at play and to be concerned with their alleviation and cure." By "mechanisms," Cohn means the natural--i. e., biological--causes of disease and illness. The lay person may take it for granted that medical research is always principally concerned with finding cures for medical problems. But as Cohn goes into in part of his lecture, competition for government grants or professional or public notoriety, the lure of novel experimentation, or research mainly to justify a university or government agency can, and often do, distract medical researchers and their associates from what Cohn specifies should be the constant purpose of medical research. Such purpose gives medicine meaning to humankind. The second lecture with a title sounding as if it might be about a technical feature of medicine, "X-ray Within the Memory of Man," is a historical perspective on the beginnings of the use of x-ray in medicine. Its author Lewis Cole was a pioneer in the development of x-rays in the late 1800s and early1900s. He mostly talks about the development of x-ray within his memory. In doing so, he also covers the work of other pioneers, notably William Konrad Roentgen and Thomas Edison. Roentgen was a "pure scientist" who discovered x-rays almost by accident and at first resented the application of his discovery to practical uses such as medical diagnosis. Edison, the prodigious inventor who was interested only in the practical application of scientific discoveries, and his co-worker Clarence Dally enthusiastically investigated the practical possibilities of the discoveries in the new field of radiation. Dally became so committed to his work in this field that he shortly developed an illness and died. At the time, no on knew about the dangers of prolonged exposure to x-rays. But sensing some connection between his co-worker's untimely death and his work with x-rays, Edison stopped his own investigations. Cole himself became involved in work with x-rays during his internship at Roosevelt Hospital in New York City in 1898 and 1899. His contribution to this important field was in the area of interpretation of what were at the time primitive x-rays and diagnosis of ailments such as tuberculosis and kidney stones. Cole writes in such a way that the reader feels she or he is right with him in the steps he makes in improving the use of x-rays. He adds drama and human interest to the origins of this important medical technology. The lecture "Dr. Watson and Mr. Sherlock Holmes" uses the popular mystery stories of Arthur Conan Doyle to explore the role of medicine in solving crimes, particularly murder. In some cases, medical tests are required to figure out if a crime was even committed. This lecture in particular demonstrates the fundamental role played by medicine in nearly all major areas of society throughout history. The seven collected lectures have broad appeal. All of them are informative and educational in an engaging way. Each is on an always interesting topic taken up by a professional in the field of medicine obviously skilled in communicating to the general reader. The authors seem almost mind readers in picking out the most fascinating aspects of their subjects which will appeal to the lay readers who are their intended audience. While meant mainly for lay persons, the lectures will appeal as well to doctors, nurses, and other professionals in the field of medicine for putting their work in a broader social context and bringing more clearly to mind the interests, as well as the stake, of the public in medicine. ********* 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 ***