/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150311.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, March 11, 2015, Vol. 19, No. 70 Headlines 544 SAN ANTONIO ROAD: Joins Two Affiliates in Chapter 11 544 SAN ANTONIO: Case Summary & 9 Largest Unsecured Creditors ADVANTAGE HOME: Case Summary & 16 Largest Unsecured Creditors ALLIED NEVADA GOLD: Case Summary & 25 Largest Unsecured Creditors ALLIED NEVADA: Gold Miner Files for Bankruptcy Protection ALLIED NEVADA: Seeks Chapter 11 with Plan Agreement CAESARS ENTERTAINMENT: AP's Randall Eisenberg to Serve as CRO CAESARS ENTERTAINMENT: Hires KPMG LLP as Tax Consultants CAL DIVE: Has Interim Authority to Pay $2.6MM to Critical Vendor CAL DIVE: Has Interim Authority to Tap BofA DIP Loan CAPITAL SAFETY: S&P Raises Rating on $765MM 1st Lien Loans to 'B+' CHS/COMMUNITY HEALTH: Moody's Rates New $1.7BB Term Loan 'Ba2' CLIFFS NATURAL: Moody's Lowers Corp. Family Rating to B1 COOL POWER: Voluntary Chapter 11 Case Summary CRESTWOOD MIDSTREAM: Moody's Rates New $700MM Unsec. Notes B1 CRESTWOOD MIDSTREAM: S&P Rates $700MM Sr. Unsecured Notes 'BB' D.A.B. GROUP: $33M Sale Not Conditioned to Plan Approval D.A.B. GROUP: Orchard Hotel Wants Lift Stay to Pursue NY Appeal DEB STORES: Taps ASK LLP to Pursue Clawback Suits DENDREON CORP: NY Blood Center Resigns From Committee DENDREON CORP: Seeks June 29 Extension of Plan Filing Date DETROIT, MI: Dispute Resolved Over Syncora Settlement DETROIT, MI: No State Aid for Retirees with Big Annuity Returns EAST COAST BROKERS: Stay Lifted to Let L3064 LLC Foreclose ELLIPTICAL MOBILE: Voluntary Chapter 11 Case Summary ENDEAVOUR INT'L: Plan Filing Deadline Moved to June 8 ENERGY FUTURE: 2nd Lien Noteholders Object to $750-Mil. Prepayment ENERGY FUTURE: Committee Asks Standing to Pursue Suits ENERGY FUTURE: Noteholders' Challenge Deadline Extended to April 17 ESCO MARINE: Files for Chapter 11 with $35.5M in Debt FLINTKOTE COMPANY: Wants Removal Period Extended to August FOODS INC: EVCD Buys 8700 Hickman Property for $3.3M FOODS INC: Great American Okayed to Liquidate 3 Iowa Stores FOODS INC: To Resolve Sale Objections Before Assuming Contracts GENERAL MOTORS: Fitch Says Liquidity Sufficient for Deployment Plan GENERAL MOTORS: Moody's Says Repurchase Plan is Credit Negative GFI GROUP: S&P Revises CreditWatch on 'B' CCR to Positive GT ADVANCED: Judge Won't Give Quick OK for $100MM Loan Commitment HART PRINTING: Chapter 7 Trustee to Sell Assets on March 13 HEALTHSOUTH CORP: Moody's Rates New $300MM Note Offering 'Ba3' HEALTHSOUTH CORP: S&P Rates $300MM Sr. Unsecured Notes 'BB-' KEYCORP: Fitch Plans to Withdraw Ratings by April 6 LATEX FOAM: Has Ninth Interim Authorization to Use Cash Collateral LOUDOUN HEIGHTS: Wants to Sell 313-Acre Property in Virginia MACKEYSER HOLDINGS: Thomas Allison Named Liquidating Trustee MASONITE INT'L: Moody's Hikes CFR to 'B1' & Rates New Notes 'B2' MASONITE INTERNATIONAL: S&P Rates $475MM Sr. Unsecured Notes 'BB-' MERITOR INC: Moody's Raises Corp. Family Rating to 'B1' MORGAN HILL PARTNERS: Files Schedules of Assets & Debt MORGAN HILL PARTNERS: Proposes Owner as Responsible Individual NEW ENGLAND COMPOUNDING: Plan Confirmation Hearing Set for May 19 NY MILITARY ACADEMY: Seeks to Obtain $2-Mil. in DIP Loan from ITG O.W. BUNKER: Hires Francis Conrad as Case Efficiency Expert O.W. BUNKER: Removal Period Extended Until Plan Approval PETTERS COMPANY: Ch.11 Trustee Can Tap Womble Carlyle as Counsel PINNACLE ENTERTAINMENT: GLPI Offer is Add'l. Path to Shed Assets PLATTSBURGH SUITE: Files Amended Schedules of Assets & Liabilities PULTEGROUP INC: Fitch Affirms 'BB+' Issuer Default Rating REED AND BARTON: Seeks Schedules Filing Extension Thru March 18 RIVER CITY RENAISSANCE: Plan Filing Exclusivity Extended Thru June SAN JUAN RESORT: Beach Hotel Owner for Ch. 11 with $33M in Debt SHEA HOMES: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable SPIRIT AEROSYSTEMS: S&P Raises CCR to 'BB'; Outlook Positive SUNTECH AMERICA: Creditors' Panel Hires Pepper Hamilton as Counsel SUNTECH AMERICA: Panel Hires FTI Consulting as Financial Advisor SUNTECH AMERICA: Panel Hires Sheppard Mullin as Lead Counsel SURGERY CARE: Moody's Cuts New Term Loan Rating to B1 After Upsize SURGICAL CARE: S&P Retains 'B+' CCR on Proposed Term Loan THOBURN LIMITED: Case Summary & 20 Largest Unsecured Creditors TRONOX LTD: S&P Affirms 'BB' Corp. Credit Rating, Off Watch Neg ULTIMATE NUTRITION: Committee Taps Lowenstein Sandler as Counsel ULTIMATE NUTRITION: Committee Taps Neubert Pepe as Local Counsel ULTIMATE NUTRITION: Files Schedules of Assets and Liabilities UNITED GILSONITE: Amends Schedule of Unsecured Claims UNIVERSAL COOPERATIVES: Seeks June 8 Extension of Plan Filing Date VALEANT PHARMACEUTICALS: S&P Assigns 'BB' Rating on $1BB Term Loan [*] Hogan Lovells Expands NY Office with Ron Silverman [*] Junk Defaults and Recoveries Little Changed in 2014 [*] S&P Applies New Mortgage Insurance Criteria to Mortgage Insurer ********* 544 SAN ANTONIO ROAD: Joins Two Affiliates in Chapter 11 -------------------------------------------------------- 544 San Antonio Road LLC recently filed a Chapter 11 petition, joining two affiliates that have earlier sought bankruptcy protection. 544 San Antonio Road filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 15-13570) in Los Angeles, California on March 9, 2015. The Debtor estimated $10 million to $50 million in assets and debt. The official schedules of assets and liabilities and statement of financial affairs are due March 23, 2015, according to the docket. David B Golubchik, Esq., at Levene Neale Bender Rankin & Brill LLP, in Los Angeles, serves as counsel. In re Gold River Valley, LLC (Bankr. C.D. Cal. 15-10691), an affiliate of the Debtor, was filed on Jan. 16, 2015. The case is currently before Judge Donovan. In re Atherton Financial Buidling, LLC (Bankr. C.D. Cal. Case No. 14-27223), an affiliate of the Debtor, was filed on Sept. 9, 2014. The case is currently before Judge Donovan. A motion to dismiss the case and authorize distributions to creditors has been filed. 544 SAN ANTONIO: Case Summary & 9 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: 544 San Antonio Road LLC 3218 E. Holt Avenue West Covina, CA 91791 Case No.: 15-13570 Chapter 11 Petition Date: March 9, 2015 Court: United States Bankruptcy Court Central District of California (Los Angeles) Debtor's Counsel: David B Golubchik, Esq. LEVENE, NEALE, BENDER, YOO & BRILL LLP 10250 Constellation Blvd Ste 1700 Los Angeles, CA 90067 Tel: 310-229-1234 Email: dbg@lnbyb.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Benjamin Kirk, manager. List of Debtor's nine Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ CloudCar, Inc. Tenant-security $154,300 deposit obligation Francisco Perez $4,250 Eric Melendez $3,900 SF Public Utilities Commission $2,004 A-A Lock & Alarm, Inc. $1,470 Statcomm, Inc. $474 Schindler Elevator Corporation $278 Mills Insurance Services $193 Sunshine Valley, LLC Advances by Unknown insider ADVANTAGE HOME: Case Summary & 16 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Advantage Home and Community Care, Inc. fka Advantage Care Services 8 Elk Mountain Road Asheville, NC 28804 Case No.: 15-10112 Nature of Business: Health Care Chapter 11 Petition Date: March 9, 2015 Court: United States Bankruptcy Court Western District of North Carolina (Asheville) Judge: Hon. George R. Hodges Debtor's Counsel: David G. Gray, Esq. WESTALL, GRAY & CONNOLLY, P.A. 81 Central Avenue Asheville, NC 28801 Tel: 828.254.6315 Email: ngray@wgcdlaw.com Total Assets: $8,117 Total Liabilities: $2.45 million The petition was signed by Margaret M. McGuinn, president. A list of the Debtor's 16 largest unsecured creditors is available for free at http://bankrupt.com/misc/ncwb15-10112.pdf ALLIED NEVADA GOLD: Case Summary & 25 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Allied Nevada Gold Corp. 15-10503 9790 Gateway Drive, Suite 200 Reno, NV 89521 Allied Nevada Gold Holdings LLC 15-10504 Allied VGH Inc. 15-10505 Allied VNC Inc. 15-10506 ANG Central LLC 15-10507 ANG Cortez LLC 15-10508 ANG Eureka LLC 15-10509 ANG North LLC 15-10510 ANG Northeast LLC 15-10511 ANG Pony LLC 15-10512 Hasbrouck Production Company LLC 15-10513 Hycroft Resources & Development, Inc. 15-10514 Victory Exploration Inc. 15-10515 Victory Gold Inc. 15-10516 Type of Business: Gold and silver producer engaged in mining, developing and exploring properties in the State of Nevada. Chapter 11 Petition Date: March 10, 2015 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Mary F. Walrath Debtors' Ira S. Dizengoff, Esq. Legal Philip C. Dublin, Esq. Counsel: Alexis Freeman, Esq. Kristine G. Manoukian, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, NY 10036 Tel: 212.872.1000 Fax: 212.872.1002 Emails: idizengoff@akingump.com pdublin@akingump.com afreeman@akingump.com kmanoukian@akingump.com Debtors' Co-Counsel: Michael David Debaecke, Esq. BLANK ROME LLP 1201 Market St., Suite 800 Wilmington, DE 19899 Tel: (302) 425-6400 Fax: (302) 425-6464 Email: debaecke@blankrome.com - and - Victoria A. Guilfoyle, Esq. BLANK ROME LLP 1201 Market Street, Suite 800 Wilmington, DE 19801 Tel: 302-425-6404 Fax: 302-425-6464 Email: guilfoyle@blankrome.com - and - Stanley B. Tarr, Esq. Bonnie Glantz Fatell, Esq. BLANK ROME LLP 1201 North Market Street, Suite 800 Wilmington, DE 19801 Tel: 302-425-6479 Fax: 313-428-5104 Email: tarr@blankrome.com Fatell@BlankRome.com Debtors' MOELIS & COMPANY LLC Financial Advisors: - and - FTI CONSULTING INC. Debtors' PRIME CLERK LLC Claims and Noticing Agent: Total Assets: $941.2 million Total Debts: $663.6 million The petition was signed by Stephen M. Jones, chief financial officer. Consolidated List of Debtor's 25 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- --------------- Computershare Trust Co. of Canada Senior CDN$400,000,000 as indenture trustee under Unsecured plus accrued that certain indenture, dated Notes and unpaid May 25, 2012 interest 100 University Ave. 9th Floor Toronto, ON M5J 2Y1 Attn: Shelley Bloomberg, Mgr. Cyanco Company LLC Trade Debt $3,714,772 5505 Cyanco Drive Winnemucca, NV 89445 Attn: Bob Warriner Graymont Capital Inc. Trade Debt $2,788,888 3950 South 700 East, Suite 301 Salt Lake City, UT 84107 Attn: Trent Anderson FLSmidth Salt Lake City, Inc. Trade Debt $2,519,208 Dawson Laboratory 7158 South FL Smidth Drive Midvale, UT 84047 Attn: Craig Sams Humboldt County Treasurer Taxes $2,014,770 50 W Fifth St. Winnemucca, NY 89445 Attn: Gina Rackley Al Park Petroleum, Inc. Trade Debt $1,342,448 P.O. Box 1600 Elko, NV 89801 Attn: Galen Schorsch Wesco-Explosives Trade Debt $1,173,255 6875 South 900 East Suite 100 Midvale, UT 84047 Attn: Tom Fredrick, Jr. Southwest Energy Trade Debt $995,510 2040 West Gardner Lane Tucson, AZ 85705 Attn: Roger Osmun Cummins Rocky Mountain, LLC Trade Debt $963,669 P.O. Box 912138 Denver, CO 80291 Attn: Jeff Silor Sopus Products Trade Debt $887,176 P.O. Box 7247-6236 Philadelphia, PA 19170 Attn: Sandy Nield Arnold Machinery Company Trade Debt $667,629 P.O. Box 30020 Salt Lake City, UT 84130 Attn: Terry Stewart D&D Tire, Inc. Trade Debt $617,702 Purcell Tire Co. P.O. Box 56129 Los Angeles, CA 90074 Attn: Gwen Sanchez NV Energy Trade Debt $596,774 P.O. Box 30065 Reno, NV 89520 Attn: Johnny Hargrove Flour Trade Debt $557,682 6700 Las Colinas Boulevard Irving, TX 75039 Attn: Sandeep Nibber Apex Logistics Trade Debt $391,468 12531 Violet Rd. Adelanto, CA 92301 Attn: Denny Wyatt GCR Tires and Service Trade Debt $385,599 P.O. Box 910530 Denver, CO 80291 Attn: Jerry Moe Ehrhardt Keefe Steiner & Hottman Trade Debt $306,510 7979 E. Tufts Avenue, Suite 400 Denver, CO 80237 Attn: Nathan Gordan Esco Supply Trade Debt $305,217 14785 Collections Center Drive Chicago, IL 60693 Attn: Jeremy Johnson Cate Equipment Co. of Elko Trade Debt $298,922 P.O. Box 27073 Salt Lake City, UT 84127 Attn: Shayne Hunter and Ray Pitts AmeriGas Inc. Trade Debt $244,794 International Lining Technology Trade debt $227,794 US Zinc Trade Debt $227,419 Elko Inc. Trade Debt $198,166 Rain For Rent Las Vegas Trade Debt $183,825 Team Silverado Enterprise Trade Debt $170,405 ALLIED NEVADA: Gold Miner Files for Bankruptcy Protection --------------------------------------------------------- Peg Brickley, writing for The Wall Street Journal, reported that Allied Nevada Gold Corp. filed for Chapter 11 bankruptcy protection on March 10 to cement a debt-slashing deal with creditors. According to the report, holders of more than 67% of Allied Nevada's senior unsecured bonds and its secured bank lenders support the financial restructuring, and trade creditors will be paid in full. A $78 million bankruptcy loan will support business while the restructuring makes its way through the courts, the Journal said, citing the company. ALLIED NEVADA: Seeks Chapter 11 with Plan Agreement --------------------------------------------------- Allied Nevada Gold Corp., a mining company in Nevada, has sought bankruptcy protection due to declining gold and silver prices. ANV said that following negotiations, it has reached a deal with holders of senior notes regarding a restructuring that would de-lever the Debtors' balance sheet and enable the Debtors to implement a financial and operational restructuring. The noteholders that are parties to the Restructuring Support Agreement have agreed to provide the Debtors a $78 million multiple-draw term loan facility that would fund the Chapter 11 cases. ANV disclosed $941 million in total assets and $664 million in total debt as of Dec. 31, 2014. Road to Bankruptcy Despite a nearly doubling of gold and silver ounces sold, revenue has increased only modestly, mainly due to declining gold and silver prices. As of March 9, 2015, gold closed at $1,168.50 per ounce, down approximately 38% from the 2011 peak and down 16% from the last twelve-month high of $1,385 per ounce. Similarly, the market price per silver ounce has decreased over the last two years from $29.95 per ounce as of Dec. 31, 2012 to $15.92 per ounce as of March 9, 2015. Despite the Debtors' prepetition efforts to increase revenue, decrease costs, sell non-core assets, reduce or delay capital expenditures and raise capital to address the Debtors' liquidity constraints, the Debtors' liquidity has continued to deteriorate. In an effort to meet their liquidity needs, during 2014 the Debtors increased their borrowing capacity under the Credit Agreement by $35.0 million, sold a mineral property for $20.0 million and completed a public offering of common stock and warrants for $21.8 million. Despite these efforts, the Debtors' cash and cash equivalents decreased from $81.5 million at December 31, 2013 to $7.6 million at Dec. 31, 2014. The continuing loss of liquidity has been largely the result of (a) the drop in gold and silver prices in recent years, (b) an overleveraged capital structure, the servicing of which requires significant capital resources, (c) the significant contractual capital requirements and delay of the Hycroft Mill expansion project and (d) exposure under the Cross Currency Swaps. Prepetition Capital Structure As of the Petition Date, the Debtors had total principal outstanding funded indebtedness of: (a) $75.0 million of borrowings and issued letters of credit under a credit agreement with The Bank of Nova Scotia, as administrative agent, Scotia and Wells Fargo Bank, National Association as co-collateral agents. The obligations under the Credit Agreement are collateralized by substantially all of the Debtors' assets. (b) $58.3 million under a Term and Security Deposit Loan Agreement with Caterpillar Financial Services Corporation as lender in connection with the purchase of three electric rope shovels. Caterpillar has a first lien security interest on the electric rope shovels. (c) $5.19 million on account of a promissory note issued to Jacobs Field Services North America Inc. The note is secured, through a deed of trust, by a security interest in certain of HRDI's real property, namely the Merrill Crowe Facility - Hycroft Mine, located in Humboldt County, Nevada, which security interest is second in priority and subordinate to the security interests securing the obligations under the Credit Agreement. (d) C$400 million of senior unsecured notes issued pursuant to an indenture, dated as of May 25, 2012, with Computershare Trust Company of Canada, as indenture trustee. As of the Petition Date, the Debtors had (a) approximately $97.6 million of mark-to-market liability under certain cross currency swaps and (b) approximately $5.2 million of mark-to-market liability under certain diesel swaps. The Debtors' capital lease obligations, which are for the purchase of mining equipment, bear interest at rates between 4% and 7% and primarily carry 60-84 month terms. As of the Petition Date, the Debtors' owe $98.6 million in capital lease obligations. As a gold and silver producer with significant operations in Nevada, the Debtors purchase mining equipment, processing commodities and other inputs from numerous vendors. As of March 6, 2015, the Debtors estimate that they owe approximately $33.1 million of trade debt. As of the Petition Date, 126,193,336 shares of common stock of the Debtors are outstanding. The Debtors' common stock trades on the NYSE and the TSX. The Debtors' market capitalization was approximately $107.9 million as of the Petition Date. Additionally, as of the Petition Date, there are 10,875,000 warrants to purchase shares of ANV common stock issued and outstanding, exercisable until Dec. 12, 2019, which is a date that is five years from the issue date. As of the Petition Date, the warrants are exercisable for $1.10 per share. Restructuring Support Agreement Beginning in December 2014, the Debtors engaged legal and financial advisors to explore various restructuring alternatives. After extensive, good faith and arm's length negotiations, the Debtors ultimately reached an agreement with the Consenting Noteholders, which was formalized by the Restructuring Support Agreement. Secuerd lenders The Bank of Nova Scotia and Wells Fargo Bank are also parties to the RSA. Pursuant to the RSA, the Debtors agree to pursue a restructuring pursuant to a pre-arranged Chapter 11 plan. The key terms of the restructuring transaction are: -- On the Effective Date, all allowed claims against each of the Debtors arising under the Credit Agreement, Cross Currency Swaps and Diesel Swaps will be exchanged for New First Lien Term Loans in an aggregate principal amount equal to the amount of such ABL Claims, Existing Cross Currency Swap Claims and Existing Diesel Swap Claims, respectively; -- The DIP Facility Claims shall either be paid in full in cash upon occurrence of a Cash Payment Event, or, if a Cash Payment Event has not occurred prior to the Effective Date, all allowed DIP Facility Claims shall receive the following treatment: (i) $25 million of the amount of DIP Facility Claims shall be exchanged for 25% of the New Common Stock, subject to dilution on account of (a) the Management Incentive Plan, (b) the New Warrants and (c) the New Second Lien Convertible Term Loans; and (ii) the amount of DIP Facility Claims in excess of $25 million (the "Excess DIP Facility Claim Amount") will be exchanged for New Second Lien Convertible Term Loans in an aggregate principal amount equal to the Excess DIP Facility Claim Amount; -- On the Effective Date, all allowed claims against each of the Debtors arising under the equipment leases to which the Debtors are a party or otherwise bound will receive the treatment as determined by the Company and the Requisite Consenting Noteholders; -- On the Effective Date, all allowed intercompany claims between the Debtors will be adjusted, continued, or discharged to the extent determined by the Company and the Requisite Consenting Noteholders; -- On the Effective Date, all allowed claims arising under the Senior Notes and the Indenture (such allowed claims, "Notes Claims") will be exchanged for 75% of the New Common Stock, subject to dilution on account of (a) the Management Incentive Plan, (b) the New Warrants and (c) the New Second Lien Convertible Term Loans; provided, however, that any holder of a Notes Claim on the applicable voting record date will be entitled to elect to receive, in lieu of shares of New Common Stock, an amount of cash equal to $100 per $1,000 of Notes Claims; provided, further, that if the amount of cash distributable in respect of Notes Claims under the Plan exceeds the Notes Claim Cap, holders of Notes Claims that have elected to receive cash will only receive their pro rata share of the Notes Claim Cap; -- Holders of critical vendor claims or claims under Section 503(b)(9) of the Bankruptcy Code against a Debtor (each as determined by the Company and the Requisite Consenting Noteholders) will be paid in full in cash pursuant to an order of the Bankruptcy Court, subject to an aggregate cap of $18 million and provided that each holder of a critical vendor claim receiving payment on its claims provides trade terms to the Company acceptable to the Company and the Requisite Consenting Noteholders; -- Holders of allowed general unsecured claims shall be paid in full in cash under the Plan; -- All allowed claims (a) arising from the rescission of a purchase or sale of shares, notes or any other securities of any of the Debtors or their affiliates, (b) for damages arising from the purchase or sale of shares, notes or any other securities of any of the Debtors or their affiliates, and (c) for violations of the securities laws that are subject to subordination pursuant to Section 510(b) (such allowed claims, "Subordinated Securities Claims"), will be extinguished and not receive any property or consideration under the Plan; provided, however, that the Plan shall not extinguish any rights that a holder of Subordinated Securities Claims may have against existing insurance maintained by the Debtors; and -- If the class of holders of the Existing Common Stock votes in favor of the Plan, then on the Effective Date, holders of the Existing Common Stock will receive, on a pro rata basis, the New Warrants. Other than (a) holders of the Existing Common Stock (in their capacities as such) and (b) holders of intercompany equity, no holder of any equity, ownership or profits interest in any of the Debtors of any nature, or any options, warrants or other securities that are convertible into, or exercisable or exchangeable for, any equity, ownership or profits interests in any of the Debtors, will receive a distribution under the Plan on account of such interests or securities. On the Effective Date, all such interests and securities will be extinguished without payment of any amounts or other distributions in consideration therefor. If a holder of the Existing Common Stock votes in favor of the Plan and the class of the Existing Common Stock votes to accept the Plan, then such holder will be deemed to have released any Subordinated Securities Claims that it owns or controls. If the class of holders of the Existing Common Stock votes against the Plan, then holders of Existing Common Stock will receive no recovery on account of their Existing Common Stock. The Consenting Noteholders are represented by: STROOCK & STROOCK & LAVAN LLP 180 Maiden Lane New York, NY 10038 Facsimile: (212) 806-6006 Attention: Kristopher Hansen, Esq. Brett Lawrence, Esq. Jayme Goldstein, Esq. E-mail: khansen@stroock.com blawrence@stroock.com jgoldstein@stroock.com The Secured Lenders are represented by; WACHTELL, LIPTON, ROSEN & KATZ 51 West 52nd Street New York, NY 10019 Facsimile: (212) 403-2000 Attention: Richard Mason, Esq. John R. Sobolewski, Esq. E-mail: RGMason@wlrk.com JRSobolewski@wlrk.com - and - PAUL HASTINGS LLP 75 East 55th Street New York, NY 10022 Facsimile: (212) 230-7699 Attn: Andrew V. Tenzer, Esq. E-mail: andrewtenzer@paulhastings.com Hearing Today on First Day Motions The Debtors on the Petition Date filed motions to, among other things: -- jointly administer their Chapter 11 cases; -- pay sales and use taxes; -- continue their insurance policies; -- grant adequate assurance of payment to utilities; -- continue using their existing cash management system; -- pay prepetition critical trade vendor claims; -- pay prepetition claims of shippers and warehousemen; -- set procedures for transfers of certain equity securities; -- pay prepetition employee wages and benefits; and -- obtain financing and use cash collateral. A hearing on the first day motions is slated for March 11, 2015 at 2:00 p.m. (ET). A copy of the affidavit in support of the first-day motions is available for free at: http://bankrupt.com/misc/Allied_Nev_1st_Day_Affidavit.pdf About Allied Nevada Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a publicly traded U.S.-based gold and silver producer engaged in mining, developing and exploring properties in the State of Nevada. ANV was spun off from Vista Gold Corp. in 2006 and began operations in May 2007. Nevada-based mining properties acquired from Vista include the Hycroft Mine, an open-pit heap leach operation5 located 54 miles west of Winnemucca, Nevada. ANV controls 75 exploration properties throughout Nevada as of Dec. 31, 2014, On March 10, 2015, ANV and 13 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Debtors have requested that their cases be jointly administered under Case No. 15-10503. The cases are assigned to Judge Mary F. Walrath. The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer & Feld LLP as attorneys; FTI Consulting Inc. as financial advisor; Moelis & Company as financial advisor; and Prime Clerk LLC as claims and noticing agent. CAESARS ENTERTAINMENT: AP's Randall Eisenberg to Serve as CRO ------------------------------------------------------------- Caesars Entertainment Operating Company, Inc. and its debtor-affiliates seek authorization from the U.S. Bankruptcy court for the Northern District of Illinois to employ AP Services LLC ("APS") to provide Randall S. Eisenberg as chief restructuring officer, nunc pro tunc to the Jan. 15, 2015 petition date. The Debtors all seek employment of additional authorized representatives of APS to assist the CRO in the performance of his duties. The CRO and APS Personnel shall perform activities and services to oversee the Debtors' Chapter 11 process, and the CRO shall report directly to the Restructuring Committee of CEOC's board of directors. In addition to the ordinary course duties of a CRO, the Engagement Personnel may work with the Debtors to do the following: (a) provide assistance with implementation of Court orders; (b) provide information and analysis required pursuant to the Debtors' usage of cash collateral and, as needed, post- petition and exit financing; (c) develop the Debtors' business plan and such other related forecasts as may be required; (d) respond to and track calls received from suppliers in a vendor communications center, including the production of various management reports reflecting call center activity and in maintaining vendor support; (e) prepare financial related disclosures as may be required by the Court, including the Debtors' schedules of assets and liabilities, statements of financial affairs, and monthly operating reports; (f) identify executory contracts and unexpired leases and perform cost/benefit evaluations with respect to the assumption or rejection of each as necessary; (g) participate in claims processing, analysis, and reporting, including plan classification modeling and claim estimation; (h) participate in meetings and provide support to the Debtors and its other professional advisors in negotiations with potential investors, banks, and other secured lenders, a statutory creditors' committee appointed (if any), the U.S. Trustee, other parties in interest, and professionals hired by the same, as requested; (i) develop accounting and operating procedures to segregate prepetition and post-petition business transactions; (j) advise senior management and the CEOC board of directors in the negotiation and implementation of restructuring initiatives and evaluation of strategic alternatives; (k) develop and implement cash management strategies, tactics, and processes, including developing a short-term cash flow forecasting tool and related methodologies; (l) communicate and negotiate with outside constituents, including the banks and their advisors; (m) render testimony, as requested from time to time, regarding any of the matters to which APS or the Engagement Personnel are providing services; (n) prepare information and analysis necessary for the confirmation of a plan of reorganization, including information contained in the disclosure statement; (o) implement a chapter 11 plan of reorganization; and (p) render such other restructuring and general business consulting or such other assistance for the Debtors as management or the Debtors' restructuring counsel may request, that are not duplicative of services provided by other professionals; provided, however, that for the avoidance of doubt, Engagement Personnel responsibilities will not include oversight or responsibility over gaming operations, nor will anyone with oversight or responsibility over gaming operations report to any Engagement Personnel. In addition to the services described above, the Engagement Personnel will design and provide to the Debtors analytical tools to assist the Debtors in connection with cost allocation processes used by Caesars Enterprise Services, LLC to ensure that shared costs of the Debtors and their affiliates are properly and accurately allocated to the Debtors in accordance with the allocation methodology established. Such services in this regard include: (a) finalizing the reporting and forecasting requirements; (b) tailoring the reports per the finalized requirements; (c) tailoring the analytical tool to forecasts allocations; (d) completing and supporting the ultimate migration and cutover effort; (e) implementing any refinements as necessary to the reporting and forecasting systems; and (f) providing certain hosting services, if desired, once the system goes live and is accepted by the Debtors. APS will be paid at these hourly rates: Randall S. Eisenberg, CRO $1,035 Brian J. Fox $915 Eva Anderson $850 James K. Guglielmo $800 Michael DeGraf $745 Jeff Webb $745 Tim Rosolio $695 Scott Tandberg $695 Peter Baldwin $615 Brendan Bosack $615 Craig Hawkins $565 Brian Maloney $565 Robert Spigner $565 Jarod Clarrey $510 Alexander Juarez $455 David Zobrist $455 Jesse Bermensolo $350 Thomas Walz $350 Managing Director $915-$1,055 Director $695-$850 Vice President $510-$615 Associate $350-$455 Analyst $305-$335 Paraprofessional $230-$250 Subject to the terms of the Engagement Letter, additional compensation for services rendered will include the following: -- $685,000 in fees associated with the completion and adoption of the Cost Allocation Forecasting and Reporting Systems; -- $15,000 per month for hosting services pertaining to the Cost Allocation Forecasting and Reporting Systems, beginning upon the completion and adoption of such systems; and -- $10,000 per month for hosting services for the GL Variance System on APS' servers (together, the "Cost Allocation Tool Services"). APS will also be reimbursed for reasonable out-of-pocket expenses incurred. APS' current estimate is that it has received unapplied advance payments from the Debtors in excess of prepetition billings in the amount of $500,000 (the "Retainer"). Randall S. Eisenberg, managing director of AlixPartners, LLP an affiliate of APS, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. APS can be reached at: Randall S. Eisenberg AP SERVICES, LLC 2000 Town Center, Suite 2400 Southfield, MI 48075 Tel: (248) 358-4420 Fax: (248) 358-1969 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% 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 will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois, according to a ruling by Delaware Bankruptcy Judge Kevin Gross. 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. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. * * * Caesars Entertainment Operating Company and its debtor affiliates, on March 2, 2015, filed with the U.S. Bankruptcy Court for the Northern District of Illinois filed a Chapter 11 Plan of Reorganization and related Disclosure Statement, which, if confirmed and consummated, will eliminate approximately $10 billion in funded debt from the Debtors' balance sheet, permitting the Debtors to maintain ongoing operations without the unsustainable burden of their existing debt load. To effectuate the Plan, the Debtors will, among other things, cancel the existing Interests in CEOC and convert their prepetition corporate structure into two companies: (1) OpCo, to manage the Debtors' properties and facilities on an ongoing basis, and (2) PropCo to hold certain of the Debtors' real property assets and related fixtures and will lease those assets to OpCo pursuant to a Master Lease Agreement. A full-text copy of the Disclosure Statement dated March 2, 2015, is available at http://bankrupt.com/misc/CAESARSds0302.pdf CAESARS ENTERTAINMENT: Hires KPMG LLP as Tax Consultants -------------------------------------------------------- Caesars Entertainment Operating Company, Inc. and its debtor-affiliates seek authorization from the U.S. Bankruptcy court for the Northern District of Illinois to employ KPMG LLP as tax consultants, nunc pro tunc to the Jan. 15, 2015 petition date. KPMG LLP will provide tax consulting services as KPMG LLP and the Debtors shall deem appropriate and feasible in order to advise the Debtors during the course of these chapter 11 cases, including, but not limited to, the following (collectively, the "Services"): (a) analysis of any Section 382 issues, including a sensitivity analysis to reflect the Section 382 impact of the proposed and/or hypothetical equity transactions pursuant to the Proposed Restructuring; (b) analysis of "net unrealized built-in gains and losses" and Notice 2003-65 as applied to the ownership change, if any, resulting from or in connection with the Proposed Restructuring; (c) analysis of CEOC's tax attributes including net operating losses, tax basis in assets, and tax basis in stock of subsidiaries; (d) analysis of cancellation of debt income, including the application of Section 108 and consolidated tax return regulations relating to the restructuring of non- intercompany debt and the completed capitalization/ settlement of intercompany debt; (e) analysis of the application of the attribute reduction rules under Section 108(b) and Treasury Regulation Section 1.1502-28, including a benefit analysis of Section 108(b)(5) and 1017(b)(3)(D) elections, as well as address any planning with respect to historical 108(i) matters; (f) analysis of the tax implications of any internal reorganizations and proposal of restructuring alternatives; (g) analysis of tax implications of any dispositions of assets and/or subsidiary stock pursuant to the Proposed Restructuring; (h) analysis of potential bad debt and retirement tax losses; (i) analysis of any proof of claims from tax authorities; and (j) analysis of the tax treatment of bankruptcy related costs. KPMG LLP will be paid at these hourly rates: Partners $710 Managing Directors $600 Senior Managers $560 Managers $500 Senior Tax Associates $350 Tax Associates $295 KPMG LLP will also be reimbursed for reasonable out-of-pocket expenses incurred. Howard Steinberg, partner of KPMG LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. KPMG LLP can be reached at: Howard Steinberg KPMG LLP 345 Park Avenue New York, NY 10154-0102 Tel: +1 (212) 758-9700 Fax: +1 (212) 758-9819 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% 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 will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois, according to a ruling by Delaware Bankruptcy Judge Kevin Gross. 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. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. * * * Caesars Entertainment Operating Company and its debtor affiliates, on March 2, 2015, filed with the U.S. Bankruptcy Court for the Northern District of Illinois filed a Chapter 11 Plan of Reorganization and related Disclosure Statement, which, if confirmed and consummated, will eliminate approximately $10 billion in funded debt from the Debtors' balance sheet, permitting the Debtors to maintain ongoing operations without the unsustainable burden of their existing debt load. To effectuate the Plan, the Debtors will, among other things, cancel the existing Interests in CEOC and convert their prepetition corporate structure into two companies: (1) OpCo, to manage the Debtors' properties and facilities on an ongoing basis, and (2) PropCo to hold certain of the Debtors' real property assets and related fixtures and will lease those assets to OpCo pursuant to a Master Lease Agreement. A full-text copy of the Disclosure Statement dated March 2, 2015, is available at http://bankrupt.com/misc/CAESARSds0302.pdf CAL DIVE: Has Interim Authority to Pay $2.6MM to Critical Vendor ---------------------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware gave Cal Dive International, Inc., et al., interim authority to pay the critical vendor claims in an amount not to exceed $2.6 million. The Debtors are authorized to condition payment of the critical vendor claims on the execution of a trade agreement. If a critical vendor accepts payment and does not continue supplying goods to the Debtors in accordance with trade terms consistent with those practices and programs in place in the 12 months before the Petition Date. The final hearing on the motion will be held on March 30, 2015, at 2:00 p.m. (prevailing Eastern Time). Any objections or responses to entry of a final order on the motion must be filed on or before March 23. About Cal Dive International Cal Dive International, Inc., headquartered in Houston, Texas, is a marine contractor that provides manned diving, pipelay and pipe burial, platform installation and salvage, and light well intervention services to the offshore oil and natural gas industry on the Gulf of Mexico OCS, Northeastern U.S., Latin America, Southeast Asia, China, Australia, West Africa, the Middle East, and Europe, with a diversified fleet of dive support vessels and construction barges. Cal Dive had decided not to pay $2.2 million in interest due Jan. 15, 2015, on its 5.00% convertible senior notes due 2017. Cal Dive and its U.S. subsidiaries filed simultaneous voluntary petitions (Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015. Through the Chapter 11 process, the Company intends to sell non-core assets and intends to reorganize or sell as a going concern its core subsea contracting business. The Debtors tapped Richards, Layton & Finger, P.A., as counsel, O'Melveny & Myers LLP, as co-counsel; and Kurtzman Carson Consultants, LLC, as claims and noticing agent. CAL DIVE: Has Interim Authority to Tap BofA DIP Loan ---------------------------------------------------- Cal Dive International, Inc., et al., sought and obtained interim authority from Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware to obtain secured postpetition financing from Bank of America, N.A., as administrative agent, for a consortium of lenders, and use cash collateral securing their prepetition indebtedness. The DIP Facility will consist of (x) a senior revolving credit facility of $20.2 million and (y) a subordinated term facility of $99.8 million. The DIP Revolving Facility will have a $5 million sublimit for letters of credit to be provided by the DIP Agent or any of its affiliates. The DIP Loan accrues interest at Base Rate + 6.25%. As of the Petition Date, the aggregate amount owed by the Debtors under the Prepetition Senior Loan Documents with BofA, as administrative agent, was not less than $99.8 million. As of the Petition Date, the aggregate amount owed by the Debtors under the Prepetition Junior Loan Agreement with ABC Funding, LLC, as administrative agent, was not less than $100 million. As of the Petition Date, the Debtors has outstanding convertible notes in the face amount of not less than $86.25 million under a prepetition indenture with Bank of New York Mellon Trust Company as indenture trustee. Law360 reported that at a hearing, Judge Sontchi voiced some concern about how the DIP credit facility was structured, saying he was chiefly bothered by the interim authorization allowing the Debtor access to the entire loan, and spent several hours going through page by page and editing the proposed DIP order with attorneys for Cal Dive and the lenders. An ad hoc group of bondholders had also voiced concern about a provision of the DIP facility -- extended by a group of prepetition lenders and administered by Bank of America NA -- that allowed it to be rolled up into $100 million of prepetition debt while being secured by previously unencumbered assets, Law360 said. Judge Sontchi, Law360 said, he wasn't bothered by the roll-up provision, because it didn't change the position of the prepetition lenders, but that he was worried all the money in the facility was essentially being authorized by the interim order. In the Interim DIP Order, Judge Sontchi refused to approve the milestones proposed by the DIP Loan Documents, saying the Court will consider approval of the milestones at the final hearing. The DIP milestones, among others, require the Debtors to complete any auction of their assets on or before certain dates. A hearing to consider approval of the Motion on a final basis will be held on March 30, 2015, at 2:00 p.m. (Eastern Daylight Time). Objections in the Motion, if any, must be made in writing, filed with the Bankruptcy Court to be received on or before March 23. A full-text copy of the Interim DIP Order is available at http://bankrupt.com/misc/CALDIVEdipord0309.pdf About Cal Dive International Cal Dive International, Inc., headquartered in Houston, Texas, is a marine contractor that provides manned diving, pipelay and pipe burial, platform installation and salvage, and light well intervention services to the offshore oil and natural gas industry on the Gulf of Mexico OCS, Northeastern U.S., Latin America, Southeast Asia, China, Australia, West Africa, the Middle East, and Europe, with a diversified fleet of dive support vessels and construction barges. Cal Dive had decided not to pay $2.2 million in interest due Jan. 15, 2015, on its 5.00% convertible senior notes due 2017. Cal Dive and its U.S. subsidiaries filed simultaneous voluntary petitions (Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015. Through the Chapter 11 process, the Company intends to sell non-core assets and intends to reorganize or sell as a going concern its core subsea contracting business. The Debtors tapped Richards, Layton & Finger, P.A., as counsel, O'Melveny & Myers LLP, as co-counsel; and Kurtzman Carson Consultants, LLC, as claims and noticing agent. CAPITAL SAFETY: S&P Raises Rating on $765MM 1st Lien Loans to 'B+' ------------------------------------------------------------------ Standard & Poor's Ratings Services raised its issue-level rating on Capital Safety North America Holdings Inc.'s $765 million first-lien credit facility, which includes a $65 million revolver and $700 million term loan (about $635 million outstanding), to 'B+' from 'B', one notch above the corporate credit rating on the parent company. Capital Safety North America Holdings Inc. is a subsidiary of Bloomington, Minn.-based fall protection equipment provider Capital Safety Group S.a.r.l. At the same time, S&P revised the recovery rating on the debt to '2' from '3'. The '2' recovery rating indicates S&P's expectations of substantial (70% to 90%; in the lower half of the range) recovery in the event of a payment default. In addition, S&P raised the issue-level rating on Capital Safety North America Holdings Inc.'s $135 million second-lien term loan to 'B-' from 'CCC+', one notch below the corporate credit rating. At the same time, S&P revised the recovery rating on this debt to '5' from '6'. S&P's recovery expectations are in the lower half of the modest (10% to 30%) recovery range. S&P revised the recovery ratings to reflect a lower estimated amount of first-lien debt outstanding at default than S&P assessed in its previous analysis. The lower first-lien debt balances are the result of about $60 million of optional debt prepayments under the first-lien term loan and improve recovery prospects on both first-lien and second-lien tranches of debt. The 'B' corporate credit rating and stable outlook on Capital Safety Group S.a.r.l. remain unchanged. RATINGS LIST Capital Safety Group S.a.r.l. Corporate Credit Rating B/Stable/-- Upgraded; Recovery Ratings Revised To From Capital Safety North America Holdings Inc. $765 Mil. First-Lien Credit Fac. B+ B Recovery Rating 2 3 $135 Mil. Second-Lien Term Loan B- CCC+ Recovery Rating 5 6 CHS/COMMUNITY HEALTH: Moody's Rates New $1.7BB Term Loan 'Ba2' -------------------------------------------------------------- Moody's Investors Service assigned a Ba2 (LGD 2) rating to CHS/Community Health Systems, Inc.'s new $1.7 billion senior secured term loan due 2018. Moody's understands that the proceeds of the new term loan were used to refinance the company's existing term loan E due 2017. The maturity extension is modestly positive, but Community's existing ratings, including its B1 Corporate Family Rating and B1-PD Probability of Default Rating, are unchanged because the transaction does not meaningfully affect the company's leverage or cash flow. The stable rating outlook is also unchanged. Ratings assigned: -- Senior secured term loan F due 2018 at Ba2 (LGD 2) Ratings withdrawn: -- Senior secured term loan E due 2017 at Ba2 (LGD 2) Community's B1 Corporate Family Rating reflects Moody's expectation that the company will continue to reduce debt to EBITDA closer to 5.0 times by the end of 2015 as the company focuses on the integrating the acquired Health Management Associates (HMA) operations and driving synergies in lieu of additional debt financed acquisitions or shareholder initiatives. Also supporting the rating is Moody's acknowledgement of Community's scale and market strength, which should help the company weather unfavorable trends, including weak volumes, and adjust to a changing environment during ongoing implementation of the provisions of the Affordable Care Act (ACA). Moody's anticipates that the company will continue to see stable to improving margin performance in the near term from a combination of improvements at the acquired HMA facilities, synergies from the acquisition, and benefits from lower bad debt expense resulting from the expansion of insurance coverage under the ACA. Given high financial leverage, Moody's does not expect an upgrade of the ratings in the near term. However, Moody's could upgrade the ratings if financial leverage is materially reduced and cash flow coverage of debt metrics improve. Specifically, if Community is able to achieve and sustain adjusted debt to EBITDA closer to 4.0 times, the ratings could be upgraded. If the company is not able to meaningfully reduce debt to EBITDA to closer to 5.0 times over the next twelve months, Moody's could downgrade the ratings. Additionally, liquidity deterioration or a significant debt-financed acquisition or adverse developments beyond Moody's expectations related to ongoing investigations or litigation could result in a downgrade of the ratings. The principal methodology used in these ratings was Global Healthcare Service Providers published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CHS/Community Health Services, Inc., headquartered in Franklin, TN, is an operator of general acute care hospitals in non-urban and mid-sized markets throughout the US. In addition, through its subsidiary, Quorum Health Resources, LLC, Community provides management and consulting services to non-affiliated general acute care hospitals throughout the country. Community recognized approximately $18.6 billion in revenue for the year ended Dec. 31, 2014. CLIFFS NATURAL: Moody's Lowers Corp. Family Rating to B1 -------------------------------------------------------- Moody's Investors Service downgraded Cliffs Natural Resources Inc. Corporate Family Rating and Probability of Default Rating to B1 and B1-PD respectively. Moody's also downgraded the ratings on Cliffs' senior unsecured notes and senior unsecured shelf to B3 and (P) B3 respectively from B1 and (P)B1 respectively. At the same time, Moody's assigned a Ba2 rating to the $500 million First Lien senior secured notes due 2020 and a B1 rating to the up to $1.25 billion Second Lien Senior secured notes due 2020. The outlook is stable. The speculative liquidity rating was upgraded to SGL-2 from SGL-3 . Downgrades: Issuer: Cliffs Natural Resources Inc. -- Probability of Default Rating, Downgraded to B1-PD from Ba3-PD -- Corporate Family Rating, Downgraded to B1 from Ba3 -- Multiple Seniority Shelf (Local Currency) due 2016, Downgraded to (P)B3 from (P)B1 -- Senior Unsecured Regular Bond/Debenture (Local Currency), Downgraded to B3, LGD5 from B1, LGD4 Upgrades: Issuer: Cliffs Natural Resources Inc. -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Assignments: Issuer: Cliffs Natural Resources Inc. -- Senior Secured Regular Bond/Debenture (Local Currency), Assigned B1, LGD3 -- Senior Secured Regular Bond/Debenture (Local Currency), Assigned Ba2, LGD2 Outlook Actions: Issuer: Cliffs Natural Resources Inc. -- Outlook, Changed To Stable From Negative "The downgrade in the CFR to B1 reflects expectations for a weaker performance in the Asia Pacific iron ore (APIO) segment, which has a greater exposure to the movement of iron ore prices in the seaborne market", said Carol Cowan, Moody's Senior Vice President. Prices in this market remain under pressure, and have recently dipped sub $60/ton (62%Fe). The weaker growth rates in steel production in China, together with the ongoing iron ore supply/demand imbalance will keep seaborne prices at low levels and continue to impact consolidated performance. Although production curtailments and closures are beginning to take effect, the increased supply of low cost iron ore from Australia and Brazil is expected to result in a low price environment in the seaborne market through 2016. While the depreciation of the Australian dollar will positively impact the cost position of the APIO segment, it will not be sufficient to offset the level of price impairment. Although APIO's EBITDA is expected to be breakeven to marginally positive at a $60 (62%Fe) seaborne price, this segment is not expected to be a cash drain. The B1 CFR considers the relative stability of performance in the US iron ore operations given the contract nature of this business. Although the contracts have varying price mechanisms, EBITDA, at a $60 (62% Fe seaborne price) is expected to be in a range of $550 to $600 million. With the decrease in oil prices and energy costs, Cliffs cost position is expected to be favorably impacted. Assuming breakeven performance in the APIO segment and the coal segment, this would result in leverage, as measured by the debt/EBITDA ratio of close to 6x. In addition, the rating reflects the symbiotic relationship between Cliffs and the US steel mills, which cannot economically source their iron ore requirements from overseas producers. The rating also incorporates the increased liquidity provided by the refinancing undertaken by Cliffs. Pro forma for the issuance of the first lien notes and the second lien exchange notes, cash is expected to increase to approximately $790 million from the $291 million position at Dec. 31, 2014. Upon the execution of the $550 million asset backed credit facility (ABL), liquidity is expected to be in the range of $1.3 billion. Although drawings under the ABL are expected due to seasonality in shipments, Cliffs is expected to be free cash flow break even to modestly positive in 2015 The downgrade of the senior unsecured notes to B3 reflects their weaker position in the capital structure under Moody's Loss Given Default Methodology following the issuance of the first and second lien notes as well as the ABL facility. The first lien notes are secured by plant, property and equipment, including mineral rights while the second lien notes have the same security from a second lien position. The ABL is secured by receivables and inventory. The SGL-2 speculative grade liquidity rating reflects our expectation for breakeven to modestly positive free cash flow over the next twelve to eighteen months, the strong cash position post the refinancing and the absence of financial maintenance covenants. The stable outlook reflects our expectations that the company will be able to generate EBITDA in the range of $550 to $600 million, be at least free cash flow breakeven and maintain a solid liquidity position bolstered by a strong cash position. Ratings are unlikely to move up over the next twelve to eighteen months. However, the ratings could be favorably impacted should EBIT/interest be sustained at a minimum of 4x, debt/EBITDA be sustained at no more than 3.5x and (operating cash flow less dividends)/debt be at least 20%. Downward rating movement could result should EBIT/interest continue to be less than 2.5x, debt/EBITDA not evidence a trend to no more than 4.5x and (operating cash flow less dividends)/debt be less than 15%. Headquartered in Cleveland, Ohio, Cliffs is the largest iron ore producer in North America and is also involved in the metallurgical coal business through its coking coal mining complexes. In addition, the company participates in the international iron ore markets through its subsidiary in Australia. Cliffs has permanently closed its Wabush iron ore operations in Canada and the operations at Bloom Lake are being restructured under the Canadian Companies' Creditors Arrangement Act. For the twelve months ended Dec. 31, 2014, the company had revenues of $4.6 billion. The principal methodology used in these ratings was Global Mining Industry published in August 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. COOL POWER: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Cool Power, LLC 10 Newton Place Hauppauge, NY 11788 Case No.: 15-70927 Chapter 11 Petition Date: March 9, 2015 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Louis A. Scarcella Debtor's Counsel: Elizabeth M Aboulafia, Esq. CULLEN & DYKMAN LLP 100 Quentin Roosevelt Blvd Garden City, NY 11530 Tel: 516-357-3700 Fax: 516-357-3792 Email: eaboulafia@cullenanddykman.com - and - C. Nathan Dee, Esq. CULLEN & DYKMAN, LLP 100 Quentin Rooselvelt Blvd Garden City, NY 11530 Tel: 516-724-3817 Fax: 516-357-3792 Email: ndee@cullenanddykman.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Alfons J. Schmider, Jr., member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. CRESTWOOD MIDSTREAM: Moody's Rates New $700MM Unsec. Notes B1 ------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Crestwood Midstream Partners LP's proposed $700 million senior unsecured notes due 2023. Use of proceeds will be used to fund the redemption of the 7.75% notes due 2019, and repay outstanding borrowings under the company's revolving credit facility. All other ratings for Crestwood remain unchanged, and the outlook is stable. "This senior notes offering will refinance Crestwood's existing notes and revolver borrowings, extending Crestwood's maturity profile on a longer-term basis, enhancing the company's liquidity," commented Arvinder Saluja, Moody's Vice President. The B1 rating on the company's proposed senior unsecured notes is a notch below its Ba3 Corporate Family Rating. Crestwood has a $1 billion senior secured revolving credit facility. The size of the potential priority claim from the revolver to the assets at Crestwood relative to the senior unsecured debt outstanding results in the unsecured debt being rated one notch beneath the Ba3 CFR under Moody's Loss Given Default Methodology. Crestwood's Ba3 CFR reflects the scale, large geographic diversification and its operating margin's high proportion of fee-based contracts. The increased scale post merger with Inergy Midstream, L.P., along with over 90% of the margins being fixed fee-based, have helped diversify Crestwood's cash flow stream. The rating is restrained by a relatively short track record as a combined company and high likelihood of further acquisitions, which will need to be integrated into Crestwood, and dropdowns from Crestwood Equity Partners LP (CEQP). Even though they could be leverage neutral, both acquisitions and dropdowns will involve an increase in debt. The ratings also consider the large amount of consolidated debt and the moderate level of structural complexity within the entire Crestwood family (including Crestwood Holdings LLC, CEQP, and Crestwood). The ratings may be upgraded if Crestwood's combined portfolio generates enough EBITDA growth to reduce leverage materially while benefitting from its improved presence in the major oil and natural gas producing basins. Specifically, an upgrade could be considered if consolidated leverage approaches 4.5x with expectations of remaining around that level. The ratings may be downgraded if leverage levels rise above 7.0x, if operational or integration issues plague Crestwood, if its acquisition strategy becomes aggressive, or if production backdrop in the regions it operates dramatically shifts negatively. The principal methodology used in this rating was Global Midstream Energy published on Dec 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. Crestwood Holdings LLC is a private holding company owned primarily by First Reserve Corporation. The company controls and owns the general partner of Crestwood Equity Partners LP, which owns the general partner interest in Crestwood Midstream Partners LP, a publicly traded midstream master limited partnership that owns gathering and processing assets, storage facilities for natural gas, NGL, and crude oil, as well as NGL and crude supply and logistics assets. CRESTWOOD MIDSTREAM: S&P Rates $700MM Sr. Unsecured Notes 'BB' -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issue-level and '4' recovery rating to Crestwood Midstream Partners L.P. and Crestwood Midstream Finance Corp.'s $700 million senior unsecured notes. The '4' recovery rating indicates S&P's expectation of average (30% to 50%) recovery if a payment default occurs. S&P's recovery expectations are in the upper half of the 30% to 50% range. The partnership intends to use net proceeds to fund the redemption of all outstanding 7.75% senior notes due 2019, to repay borrowings outstanding under its revolving credit facility, and for general partnership purposes. As of Dec. 31, 2014, the partnership had about $2.0 billion of reported debt. Houston-based Crestwood Midstream Partners is a midstream energy master limited partnership. S&P's corporate credit rating on Crestwood Midstream Partners is 'BB' and the outlook is stable. RATINGS LIST Crestwood Midstream Partners L.P. Corp credit rating BB/Stable/-- New Rating Crestwood Midstream Partners L.P. Crestwood Midstream Finance Corp. $700 mil senior unsecured notes BB Recovery rating 4 D.A.B. GROUP: $33M Sale Not Conditioned to Plan Approval -------------------------------------------------------- U.S. Bankruptcy Judge Shelley Chapman has authorized D.A.B. Group LLC to sell its real estate property at 139-141 Orchard Street New York City to Arcade Orchard Street LLC for $33 million pursuant to a sale agreement. Judge Chapman modified the sale order to provide that confirmation of a plan will not be a condition to the closing and, if a confirmation order has not been entered by the confirmation deadline of April 15, 2015, Arcade Orchard may notify the Debtor in writing that it elects to close regardless. The closing will occur within 30 days of notice, provided that all other conditions to closing have been satisfied, and the Debtor will be obligated to convey the acquired property to the purchaser pursuant to and in accordance with the terms of the Sale Agreement. The Debtor earlier 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 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. D.A.B. GROUP: Orchard Hotel Wants Lift Stay to Pursue NY Appeal --------------------------------------------------------------- Orchard Hotel LLC asks the Bankruptcy Court for relief from automatic stay in D.A.B. Group LLC's Chapter 11 case to permit the Appellate Division, First Department of the New York State Supreme Court to decide an appeal. Joseph R. Moldovan, Esq., of Morrison Cohen LLP, representing Orchard Hotel, states that since 2011, the Debtor has waged a scorched earth battle in the New York State Supreme Court for New York County and in the Appellate Division with Orchard, the noteholder and mortgagee, in a desperate attempt to keep its sole asset, the property located at 139-141 Orchard Street New York City, from foreclosure. The Debtor has been largely unsuccessful before the Supreme Court and the Appellate Division, and shortly before its brief was due in the Appellate Division, the Debtor commenced its Chapter 11 case. After the sale of the mortgaged property, what remains in this case is the allowance and payment of relatively few claims against the estate, including Orchard's claim of $28 million, including interest, fees and costs. Now that the Debtor has lost its property, it seeks to begin anew the battle with Orchard in this Court over issues the Appellate Decision had previously decided in Orchard's favor and was poised to decide again, so that the Debtor's principal can recover from the proceeds of the sale. The Court should not permit this to happen, Mr. Moldovan tells the Court. Mr. Moldovan explains that the purpose of the motion to lift stay is to avoid the thorny jurisdictional issues raised by the Debtor's ongoing litigation strategy, and instead to put the question to the Appellate Division. Given that the Appellate Division has ruled on the issue twice and would be poised to rule on it for a third time, the most prudent course here is to permit the Appellate Division to decide the appeal. If the Appellate Division reaffirms its decision, the Debtor will be precluded from raising any estoppel defence in the bankruptcy proceeding, thereby eliminating the only material contested issue. 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. DEB STORES: Taps ASK LLP to Pursue Clawback Suits ------------------------------------------------- Deb Stores Holding LLC and its debtor-affiliates ask permission from the U.S. Bankruptcy Court for the District of Delaware to employ ASK LLP as special counsel, nunc pro tunc to Jan. 15, 2015 petition date. ASK will serve as special counsel to the Debtors to analyze, prosecute and settle Avoidance Actions. ASK will attempt to recover claims before an adversary proceeding is commenced and expenses incurred. To procure settlements ASK will send a demand package consisting of the certain documents. ASK will attempt to make phone contact with every recipient of a preference demand to verify the package is in the right hands and to encourage the settlement option. As part of the settlement process ASK may share certain preference analysis reports. Once an action is commenced, ASK will serve a summons and complaint, a cover letter, a settlement offer and acceptance form, and initial disclosures. ASK again will attempt to make phone contact with every recipient of a lawsuit to verify the package is in the right hands and to encourage the settlement option. ASK's compensation for full avoidance claims analysis is included as part of the contingency fee set: -- Pre Suit. ASK will earn legal fees on a contingency basis of 15% of the cash value plus any the cash equivalent value of any claim waiver obtained on all Avoidance Actions it pursues on behalf of the Estate. Claims can of course be administrative, priority, and general unsecured. ASK's legal fee will include the value of any claim waiver only to the extent such claim is a liquidated and agreed to amount that otherwise would be paid but for the waiver obtained as part of the settlement. -- Post Suit. ASK will earn legal fees on a contingency basis of 25% of the cash value plus any the cash equivalent value of any claim waiver obtained on all Avoidance Actions it pursues on behalf of the Estate. Claims can of course be administrative, priority, and general unsecured. ASK's legal fee will include the value of any claim waiver only to the extent such claim is a liquidated and agreed to amount that otherwise would be paid but for the waiver obtained as part of the settlement. -- Post Judgment. ASK will earn legal fees on a contingency basis of 28% of the cash value plus any the cash equivalent value of any claim waiver obtained on all Avoidance Actions it pursues on behalf of the Estate. Claims can of course be administrative, priority, and general unsecured. ASK's legal fee will include the value of any claim waiver only to the extent such claim is a liquidated and agreed to amount that otherwise would be paid but for the waiver obtained as part of the settlement. ASK will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph L. Steinfeld, Jr., the managing partner of ASK, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the District of Delaware will hold a hearing on the application on April 1, 2015, at 2:00 p.m. Objections were due March 6, 2015. ASK can be reached at: Joseph L. Steinfeld, Jr., Esq. ASK LLP 151 West 46th Street, 4th Floor New York, NY 10036 Tel: 651.289.3850 E-mail: jsteinfeld@askllp.com About Deb Stores Headquartered in Philadelphia, Pennsylvania, Deb Stores is a mall-based retailer in the juniors "fast-fashion" specialty sector that operates under the name "DEB" and offers moderately priced, fashionable, coordinated women's sportswear, dresses, coats, lingerie, accessories and shoes for junior and plus sizes. The company, founded by Philip Rounick and Emma Weiner, opened its first store under the name JOY Hosiery in Philadelphia, Pennsylvania in 1932. As of Sept. 30, 2014, the company operated a total of 295 retail store locations (primarily in the East and Midwest, especially Pennsylvania, Ohio and Michigan) as well as an e-commerce channel. On June 26, 2011, Deb Stores' predecessors -- DSI Holdings Inc. and its subsidiaries -- sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-11941) and closed the sale of the assets three months later to Ableco Finance, LLC, the agent for the first lien lenders. Deb Stores Holding LLC and eight affiliated companies commenced Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014. The Debtors are seeking to have their cases jointly administered, with pleadings maintained on the case docket for Deb Stores Holding (Case No. 14-12676). The cases are assigned to Judge Mary F. Walrath. Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as counsel to the Debtors. Epiq Bankruptcy Solutions, LLC, is the claims and noticing agent. As of Dec. 31, 2014, the Debtors' most recent audited consolidated financial statements reflected assets totaling $90.5 million and liabilities totaling $120.1 million. The Official Committee of Unsecured Creditors tapped Cooley LLP as its lead counsel; Drinker Biddle & Reath LLP as its co-counsel; and Zolfo Cooper, LLC as its bankruptcy consultants and financial advisors. DENDREON CORP: NY Blood Center Resigns From Committee ----------------------------------------------------- The U.S. Trustee for Region 3 announced that New York Blood Center, Inc. has resigned from Dendreon Corp.'s official committee of unsecured creditors. The remaining members of the unsecured creditors' committee are: (1) American Red Cross Attn: Richard Feliciano 2025 E St. NW, Washington DC 20006 Phone: 202-303-5534 Fax: 202-303-0099 (2) Document Technologies LLC Attn: Jeffrey W. Jacobs Two Ravinia Dr., Ste. 850 Atlanta, GA 30346 Phone: 770-390-2700 Fax: 770-390-2705 (3) Piedmont – Bridgewater NJ LLC c/o Piedmont Office Realty Trust, Inc. Attn: Thomas A. McKean 11695 Johns Creek Pkwy., Ste. 350 John Creek, GA 30097 Phone: 770-418-8611 Fax: 770-418-8711 (4) GlaxoSmithKline Attn: Tim Thelen, Esq. 5 Moore Dr., PO Box 13398 Research Triangle Park, NC 27709 Phone: 919-483-1480 Fax: 704-899-9234 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: Seeks June 29 Extension of Plan Filing Date ---------------------------------------------------------- Dendreon Corporation, et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend the period by which they have exclusive right to file a plan through and including June 29, 2015, and the period by which they have exclusive right to solicit acceptances of the plan through and including Aug. 27, 2015. The Debtors' Plan Period expired on March 10. The Debtors' counsel, Sarah E. Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington, Delaware, tells the Court that the Debtors have already begun the process of preparing a plan of liquidation and negotiating with their creditors regarding the provisions of the plan. Ms. Pierce says the Debtors believe that it is reasonable to request additional time to prepare, file, and confirm a chapter 11 plan based on the Sale. Granting the requested extensions will facilitate the Debtors' efforts by providing the Debtors with a full and fair opportunity to propose and solicit a plan without the distraction of ill-formed competing plans, Ms. Pierce asserts. About Dendreon Corp With corporate headquarters in Seattle, Washington, Dendreon Corporation, 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. DETROIT, MI: Dispute Resolved Over Syncora Settlement ----------------------------------------------------- Christine Ferretti, writing for The Detroit News, reported that a dispute has been resolved between the city of Detroit and Wayne County over property promised to a key creditor to help resolve the city's historic Chapter 9 case. As previously reported by The Troubled Company Reporter, Wayne County is threatening to unravel a breakthrough deal that settled Detroit's bankruptcy case unless it receives land or more than $30 million -- money the city needs to bankroll Detroit's revitalization. The threat emerged in a bankruptcy court filing on Feb. 5 that reveals Wayne County and Detroit are fighting over a nearly 40-year-old deal to redevelop the landmark former Detroit Police Department headquarters at 1300 Beaubien in downtown Detroit. Detroit urged the bankruptcy judge to shut down Wayne County's bid for a valuable plot of land that was handed off to Syncora Holdings Ltd. during one of the bitterest fights in Detroit's long bankruptcy. The Beaubien property was the subject of a decades-old deal between Detroit and Wayne and was at one time intended for a prison site, but Syncora affiliate Pike Pointe LLC got Beaubien in an unexpected deal struck in September that paved the way for confirmation of the city's debt adjustment plan. According to Detroit News, Jones Day attorney Jeffrey B. Ellman told U.S. Bankruptcy Judge Thomas Tucker that the county's complaint over the parcel has been withdrawn and "resolves the issue completely." Mr. Ellman said that a stipulation filed with the bankruptcy court officially withdraws the county's opposition. About the City of Detroit The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers appointed in the case is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. Detroit filed a notice that the effective date of its bankruptcy-exit plan occurred on Dec. 10, 2014. Judge Steven Rhodes on Nov. 12, 2014, entered an order confirming the Eighth Amended Plan for the Adjustment of Debts of the City of Detroit. Thomas Tucker, a federal bankruptcy judge since 2003, took over Detroit's landmark bankruptcy case following the retirement of Judge Rhodes. DETROIT, MI: No State Aid for Retirees with Big Annuity Returns --------------------------------------------------------------- Ed White, writing for The Associated Press, reported that the state of Michigan is opposing efforts to give financial aid to Detroit retirees whose extraordinary returns from an annuity program harmed the city's pension fund, after the issue emerged at a court hearing to discuss how Detroit is performing three months after emerging from bankruptcy. According to the report, pension cuts of 4.5% have kicked in for thousands of retirees as part of the plan to get out of bankruptcy. If their income falls below certain levels, they can qualify for aid from a special fund administered by the state, but state attorneys say payments shouldn't go to retirees whose income has also dropped because they've been forced to repay generous annuity returns, the report related. About the City of Detroit The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers appointed in the case is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. Detroit filed a notice that the effective date of its bankruptcy-exit plan occurred on Dec. 10, 2014. Judge Steven Rhodes on Nov. 12, 2014, entered an order confirming the Eighth Amended Plan for the Adjustment of Debts of the City of Detroit. Thomas Tucker, a federal bankruptcy judge since 2003, took over Detroit's landmark bankruptcy case following the retirement of Judge Rhodes. EAST COAST BROKERS: Stay Lifted to Let L3064 LLC Foreclose ---------------------------------------------------------- U.S. Bankruptcy Judge K. Rodney May has ordered that the automatic stay is terminated to permit L3064, LLC, to proceed with a foreclosure action with respect to real estate property owned by Professional Talent Group, LLC, pending in Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, Florida, as Case No. 14-CA-011414, provided, that the termination of the automatic stay will be effective as of 12:01 a.m., April 24, 2015. About East Coast Brokers East Coast Brokers & Packers, Inc., along with related entities, sought Chapter 11 protection (Bankr. M.D. Fla. Lead Case No. 13-02894) in Tampa, Florida, on March 6, 2013. East Coast Brokers & Packers disclosed $12,663,307 in assets and $75,181,975 in liabilities as of the Chapter 11 filing. The debtor-affiliates are Batista J. Madonia, Sr. and Evelyn M. Madonia (Case No. 13-02895); Circle M Ranch, Inc., Case No. 13-02896); Ruskin Vegetable Corporation, Case No. 13-02897); Oakwood Place, Inc. (Case No. 13-2898); Byrd Foods of Virginia, Inc. (Case No. 13-03069); Eastern Shore Properties, Inc. (Case No. 13-03070); and Stellaro Bay, Inc. (Case No. 13-3071). Scott A. Stichter, Esq., and Susan H. Sharp, Esq., at Stichter, Riedel, Blain & Prosser, P.A., in Tampa, serve as counsel to the Debtors. Steven M. Berman, Esq., and Hugo S. deBeaubien, Esq., at Shumaker, Loop, & Kendrick, LLP, in Tampa, are the Debtors' special counsel. In June 2013, the bankruptcy court approved the appointment of Gerard A. McHale, Jr., to serve as Chapter 11 trustee. MLIC Asset Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court to appoint a Chapter 11 trustee, or, in the alternative, dismiss the Debtors' Chapter 11 cases. According to the MLIC entities, the Debtors, among other things had mishandled the potential rents from employees, failed to pay taxes, failed to maintain insurance, has inadequate security regarding the Debtors' personal and real property, and delayed the filing of schedules and reports required under the Bankruptcy Code. Brian G. Rich, Esq., at Berger Singerman LLP, in Tallahassee, Fla., represents the Chapter 11 trustee as counsel. ELLIPTICAL MOBILE: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Elliptical Mobile Solutions, LLC 465 E. Chilton Drive, Ste. 1 Scottsdale, AZ 85255 Case No.: 15-02418 Chapter 11 Petition Date: :15-02418 Court: United States Bankruptcy Court District of Arizona (Phoenix) Debtor's Counsel: Adam E. Hauf, Esq. THE LAW OFFICE OF ADAM HAUF 4225 W Glendale Avenue, Suite A-104 Phoenix, AZ 85051 Tel: 623-252-0742 Fax: 623-321-2310 Email: adam@hauflaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jody G. Robbins, managing member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. ENDEAVOUR INT'L: Plan Filing Deadline Moved to June 8 ----------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware extended Endeavour Operating Corporation, et al.'s exclusive plan filing period through and including June 8, 2015, and their exclusive plan solicitation period through and including Aug. 6, 2015. In support of their extension request, the Debtors' counsel, Zachary I. Shapiro, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, said the Debtors have been dedicated to a cooperative, consensual process since before the Petition Date. To address current industry conditions, including the continuing drop in oil and gas prices, which prompted the Debtors to delay confirmation of their plan of reorganization, the Debtors have initiated discussions with, among others, the Consenting Creditors and their advisors and the advisors to the Official Committee of Unsecured Creditors regarding potential modifications to the Proposed Plan and the Restructuring Support Agreement. Mr. Shapiro told the Court that the Consensual Restructuring was developed in an industry environment where oil prices had remained relatively stable for the past for years. Mr. Shapiro said that although the discussions are only in the preliminary stages, the Debtors are encouraged by the parties' willingness to engage on key issues. Extension of the Exclusive Periods will further the cooperative dialogue by allowing the Debtors to maintain control over the Chapter 11 cases and to continue to usher their disparate creditor groups toward a holistic resolution without the interference and expense of addressing competing plan proposals, Mr. Shapiro further told the Court. About Endeavour International Houston, Texas-based Endeavour International Corporation (OTC: ENDRQ) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. On Oct. 10, 2014, Endeavour International and five affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code after reaching a restructuring deal with noteholders. The cases are pending joint administration under Endeavour Operating Corp.'s Case No. 14-12308 before the Honorable Kevin J. Carey (Bankr. D. Del.). As of June 30, 2014, the Company had $1.55 billion in total assets, $1.55 billion in total liabilities, $43.7 million in series c convertible preferred stock, and a $41.5 million stockholders' deficit. The Debtors have tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; The Blackstone Group L.P., as financial advisor; AlixPartners, LLP, as restructuring advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. The U.S. Trustee for Region 3 has appointed three members to the Official Committee of Unsecured Creditors in the Chapter 11 cases of Endeavour Operating Corporation and its debtor affiliates. The Committee is represented by David M. Bennett, Esq., Cassandra Sepanik Shoemaker, Esq., and Demetra L. Liggins, Esq., at Thompson & Knight LLP, and Neil B. Glassman, Esq., Scott D. Cousins, Esq., and Evan T. Miller, Esq., at Bayard, P.A. Alvarez & Marsal North America, LLC, serves as financial advisors to the Committee, while UpShot Services LLC serves as website administrator. * * * U.S. Bankruptcy Judge Kevin J. Carey in of Delaware, on Dec. 22, 2014, approved the disclosure statement explaining Endeavour Operating Corporation, et al.'s joint plan of reorganization. The Amended Plan, dated Dec. 19, 2014, provides that it is supported by creditors who collectively hold 82.99% of the March 2018 Notes Claims (Class 3), 70.88% of the June 2018 Notes Claims (Class 4), 99.75% of the 7.5% Convertible Bonds Claims (Class 5), and 69.08% of the Convertible Notes Claims (Class 6). The Amended Plan also provides that holders of general unsecured claims will recover an estimated 15% of the total claims amount, which is estimated to be $6,000,000. The hearing to consider confirmation of the Amended Joint Plan of Reorganization, dated Dec. 23, 2014, of Endeavour Operating Corporation and its affiliated debtors, including Endeavour International Corporation, has been adjourned to a date to be determined. ENERGY FUTURE: 2nd Lien Noteholders Object to $750-Mil. Prepayment ------------------------------------------------------------------ BankruptcyData reported that Energy Future Holdings Corp.'s second lien indenture trustee and Energy Future Intermediate Holdings second lien group objected to Debtors' request to partially prepay the second lien notes. As previously reported by The Troubled Company Reporter, the Debtors sought authority to use up to $750 million of its cash on hand to repay outstanding principal and accrued interest on the EFH 11.00% and 11.75% second lien notes due 2021 and 2022, on a pro rata basis, and authorize the payment of a cash consent fee of up to $13.5 million to the consenting lenders under the EFIH DIP Facility in exchange for the EFIH DIP Consent. According to BData, the trustee asserts, "Specifically, the Second Lien Trustee cross-moves for the addition of provisions to the Proposed Order (i) providing that the Second Lien Trustee's distribution of funds to the Second Lien Noteholders pursuant to that Order does not violate the Collateral Trust Agreement, and (ii) dismissing the Intercreditor Litigation with prejudice. Alternatively, if the Court declines to address the merits of the Intercreditor Litigation at this time, the Second Lien Trustee cross moves to modify the Proposed Order (i) to strike the provision directing the Second Lien Trustee to distribute the Partial Prepayment to Second Lien Noteholders, and (ii) to provide that interest continues to accrue on the Second Lien Notes pending resolution of the Intercreditor Litigation." BData relates that the Second Lien Noteholders argue also filed a cross-motion seeking authority from the Court to modify the proposed order to provide (1) that the second lien indenture trustee is not required by the collateral trust agreement to hold the partial prepayment in trust for first lien noteholders or (2) alternatively, that interest continues to accrue under the second lien indenture. Energy Future Intermediate Holding Company LLC disclosed in a document filed with the Securities and Exchange Commission that as of Feb. 18, 2015, a total of approximately 97% of the lenders under its senior secured superpriority debtor-in-possession credit agreement, dated as of June 19, 2014, have consented to the use of up to $750 million of its cash to repay principal and accrued interest on EFIH's 11.00% Second Lien Notes due 2021 and its 11.75% Second Lien Notes due 2022. 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: Committee Asks Standing to Pursue Suits ------------------------------------------------------ The Official Committee of Unsecured Creditors of Energy Future Holdings Corporation and its affiliates wants standing to pursue lawsuits that collectively may yield over $2 billion in recoveries and over $24 billion in avoided liens for the benefit of unsecured creditors. The EFH Committee is asking asks the Bankruptcy Court to grant the Committee exclusive derivative standing to assert, prosecute, litigate, negotiate and, if appropriate and upon Court approval, settle claims and/or causes of action against the TCEH LBO Creditors on behalf of and for the benefit of the estates of Luminant Generation Company LLC and its debtor subsidiaries that are Subsidiary Guarantors. Mark A. Fink, Esq., representing the Committee, states that the Luminant Debtors are not liable on all of the TCEH LBO Debt but nonetheless serviced it from property otherwise available to their other creditors. The liability of the Luminant Debtors is derivative of upstream guarantees and limited to the amount that the Luminant Debtors could have incurred at the time of the guarantee (2007 for most of the TCEH LBO Debt, 2010 for the Second Lien Notes and 2011 for the First Lien Notes) without such incurrence constituting a fraudulent transfer. For reasons specific to the extraordinary 2007 leveraged buy-out, the liability of the Luminant Debtors is significantly less than the face amount ofthe TCEH LBO Debt and has been at all times since incurrence of the Limited Guarantees. According to Mr. Fink, EFH is the largest creditor of the Luminant Debtors, excluding the TCEH LBO Creditors. Accordingly, the EFH Committee expects to object to the TCEH LBO Creditors' claims and seek a judicial determination ofthe amount actually due on their Limited Guarantees. As a party in interest, the EFH Committee does not require standing to object to claims. However, reduced guarantee claims against the Luminant Debtors give rise to related avoidance claims against the TCEH LBO Creditors, which the EFH Committee requires standing to pursue. Mr. Fink notes that over $8 billion of debt service, fees and expenses have been paid to the TCEH LBO Creditors during the four years prior to the petition date, the applicable statute of limitations if the Court determines that Delaware law applies (the amount is larger under the longer New York period). The Luminant Debtors, insolvent during that period, did not receive 'reasonably equivalent value' to the extent that they made payments on a liability that did not exist. For their own reasons, the TCEH Debtors entered into stipulations that effectively prevent the Luminant Debtors or EFH from challenging the amount of the Limited Guarantees. These stipulations prejudice EFH and the challenge period will expire soon. The EFH Committee seeks standing to prosecute and settle all avoidance actions arising out of or related to debt service, fees, expenses or other amounts transferred to or for the benefit of the TCEH LBO Creditors directly or indirectly from the Luminant Debtors after the initial 2007 LBO, as well as any related liens or obligations incurred by the Luminant Debtors after the initial2007 LBO. The Luminant Avoidance Actions complement the claims objections that the EFH Committee is pursuing, insofar as disgorgement of avoidance proceeds will be a precondition to allowance of any of the TCEH LBO Creditors' claims against the Luminant Debtors. The EFH Committee has discussed this Motion with the TCEH Committee, and the EFH Committee believes that granting the relief requested in this Motion does not preclude the Court from granting standing to the TCEH Committee on the other matters referenced in its own motion and attached complaint. The Committee's attorneys can be reached at: MONTGOMERY MCCRACKEN WALKER & RHOADS, LLP Mark A. Fink, Esq. Natalie D. Ramsey, Esq. 1105 North Market Street, 151 Wilmington, Del. 19801 Tel: (302) 504-7800 Fax: (302) 504 -7820 E-mail: nramsey@mmwr.com mfink@mmwr.com - and - SULLIVAN & CROMWELL LLP Andrew G. Dietderich, Esq. Brian D. Glueckstein, Esq. 125 Broad Street New York, N.Y. 10004 Tel: (212) 558-4000 Fax: (212) 558-3588 E-mail: dietdericha@sullcrom .com gluecksteinb@sullcrom.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: Noteholders' Challenge Deadline Extended to April 17 ------------------------------------------------------------------- James H.M. Sprayregen, P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, notified the U.S. Bankruptcy Court for the District of Delaware that Energy Future Holdings Corp., et al., the TCEH First Lien Ad Hoc Committee, the First Lien Collateral Agent, the First Lien Administrative Agent, and the First Lien Notes Trustee agreed that their deadline, established under the Final Cash Collateral Order, to stipulations and admissions contained in the Final Cash Collateral Order is further extended to April 17, 2015. Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Energy Future said it will file a reorganization plan "in the near term" and doesn't want delicate negotiations upended by litigation, thus the company is seeking to stop creditors from suing secured lenders to void security interests covering $24.8 billion in first-lien debt. According to the Bloomberg report, Energy Future filed papers in court saying that talks on a plan are at a "critical juncture" with proposals by "multiple stakeholders," and the company's chief restructuring officer is working on a plan term sheet for discussion with "significant creditor constituencies." 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. ESCO MARINE: Files for Chapter 11 with $35.5M in Debt ----------------------------------------------------- ESCO Marine, Inc., and four affiliates sought Chapter 11 bankruptcy protection in Corpus Christi, Texas (Bankr. S.D. Tex.) on March 7, 2015. ESCO Marine disclosed $28.8 million in assets and $35.5 million in debt as of Jan. 31, 2015. The cases are assigned to Judge Richard S. Schmidt. The Debtors filed an emergency motion seeking joint administration of their Chapter 11 cases, requesting to designate as the "main case" the proceedings of ESCO Marine, Inc., Case No. 15-20107. ESCO Metals, LLC, ESCO Shredding, LLC, Texas Best Recycling, LLC, and Texas Best Equipment LLC are affiliates of ESCO Marine. ESCO Marine is the operating parent company. The Debtors have tapped Roderick Glen Ayers, Jr., Esq., at Langley Banack Inc., in San Antonio, as counsel. FLINTKOTE COMPANY: Wants Removal Period Extended to August ---------------------------------------------------------- Flintkote Company and Flintkote Mines Limited ask the U.S. Bankruptcy Court for the District of Delaware to extend by an additional six months, or until Aug. 31, 2015, the period within which they can remove prepetition actions. The Court has previously granted 27 prior extensions of the Removal Period in these chapter 11 cases. Pursuant to its most recent such order on September 12, 2014, the Court extended the Removal Period through February 28, 2015, to provide he Plan Proponents and Imperial Tobacco Canada Limited the opportunity to engage in the formal mediation that ultimately resulted in the Settlement Agreement and related modifications to the Prior Plan. The Debtors are now taking the requisite steps to confirm the Plan and bring these chapter 11 cases to a successful close. 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. FOODS INC: EVCD Buys 8700 Hickman Property for $3.3M ---------------------------------------------------- U.S. Bankruptcy Judge Anita L. Shodeen approved in February the asset purchase agreement between Foods, Inc., and Equity Ventures Commercial Development, L.C., for the sale of property designated 8700 Hickman Real Property for $3,300,000. The APA represents the highest and best offer for the 8700 Hickman Real Property. Objections were overruled on the merits. The 8700 Hickman Real Property was previously included in the APA between the Debtors and Associated Wholesale Grocers. The Debtor executed an APA to sell for $4.8 million all assets, although the purchase price may be reduced by $1 million if the real property associated with the store at 5003 EP True Parkway, West Des Moines, Iowa, is excluded from the sale, and $1.3 million if the real property associated with the store located at 8700 Hickman Road, Clive, Iowa. The Debtors also own the property associated with the store located at 1320 E. Euclid Avenue, Des Moines, Iowa. The other properties associated with the other stores are leased. A copy of the APA is available for free at http://bankrupt.com/misc/Dahls_AWG_Sale_Deal.pdf About Foods Inc. Dahl's Foods owns and operates 10 full-line grocery stores in and around the Des Moines, Iowa area. Since the 1970s, Dahl's has been employee owned pursuant to an ESOP with 97% of the ownership held by the ESOP. The remaining 3% is owned by certain past and present members of management and other former employees. Individual grocery store square footage ranges from 28,820 to 70,000 and averages 55,188. Dahl's employs over 950 people. For the 52 weeks ended June 28, 2014, Dahl's generated sales of $136.8 million. Foods, Inc. dba Dahl's Foods, Dahl's Food Mart, Inc., and Dahl's Holdings I, LLC, sought bankruptcy protection (Bankr. S.D. Iowa Lead Case No. 14-02689) in Des Moines, Iowa on Nov. 9, 2014, with a deal to sell to Associated Wholesale Grocers Inc. for $4.8 million. The Debtors have tapped Bradshaw, Fowler, Proctor & Fairgrave, P.C., as bankruptcy counsel, Crowe & Dunlevy, P.C., as special reorganization and conflicts counsel, and Foods Partners, LLC as financial advisor and investment banker. The U.S. Trustee for Region 12 appointed four creditors of Foods, Inc. to serve on the official committee of unsecured creditors. Freeborn & Peters LLP serves as counsel for the Committee. FOODS INC: Great American Okayed to Liquidate 3 Iowa Stores ----------------------------------------------------------- The Bankruptcy Court authorized Foods, Inc., et al., to employ Great American as their grocery inventory liquidator and equipment auctioneer, to liquidate the grocery store inventory at the 8700 Hickman, EP True, and E. 33rd Street Stores, and to hold an auction for the sale of the equipment at the 8700 Hickman and E. 33rd Street Stores, at the expense of the estate. On Dec. 3, 2014, the Court approved the bidding procedures and bid protections, including a break-up fee, in connection with the auction and sale of assets. The sale motion provided for the sale of all ten of Debtor's stores, with the sale consummating on or about March 3, 2015. In this relation, liquidation of inventory requires specialized expertise and a time frame of approximately four to six weeks to be the most successful. The Debtor previously engaged Great American for the successful liquidation of grocery inventory and auction of equipment at its former Ames, Ankeny and Prospect stores. Great American maintains its principal offices at 21860 Burbank Blvd., Suite 300 South, Woodland Hills, California. Great American will conduct the orderly liquidation of grocery inventory at: a. 5003 E.P. True Parkway, West Des Moines, Iowa b. 8700 Hickman Road, Clive, Iowa c. 3400 E. 33rd Street, Des Moines, Iowa. Great American will serve as liquidator for the three stores on these terms: a. Great American will guarantee 75.8% of the cost inventory in the three stores. Based on the Debtor's books and records as of Dec. 27, 2014, the cost inventory for the three stores was approximately $2,609,000. Based on the December books and records, Great American will guarantee the Debtor approximately $1,977,622. Great American will retain all monies over the guarantee amount plus any amount augmented. If the Debtor does not accept Great American's guarantee, Great American will complete the inventory liquidation for a fee. b. Great American will be responsible for its own expenses, including supervisors' expenses, signage and advertisement expenses, corporate travel, and support expenses. All other expenses will be paid by the Debtor. c. Great American will augment approximately $100,000 per store throughout the sale utilizing the Debtor's vendors. d. Settlements will occur weekly with the Debtor collecting all monies. Great American will not receive any monies until the guarantee threshold is met, plus all augment costs at that time that are met. e. Furniture, fixtures, and equipment will be sold out of the 8700 Hickman and E 33rd St. stores at a 20% commission, plus expense reimbursement. To the best of the Debtor's knowledge, Great American is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Debtors' attorneys can be reached at: Jeffrey D. Goetz, Esq. BRADSHAW, FOWLER, PROCTOR & FAIRGRAVE, P.C. 801 Grand Avenue, Suite 3700 Des Moines, Iowa 50309-8004 Tel: (515) 246-5817 Fax: (515) 246-5808 E-mail: goetz.jeffrey@bradshawlaw.com About Foods Inc. Dahl's Foods owns and operates 10 full-line grocery stores in and around the Des Moines, Iowa area. Since the 1970s, Dahl's has been employee owned pursuant to an ESOP with 97% of the ownership held by the ESOP. The remaining 3% is owned by certain past and present members of management and other former employees. Individual grocery store square footage ranges from 28,820 to 70,000 and averages 55,188. Dahl's employs over 950 people. For the 52 weeks ended June 28, 2014, Dahl's generated sales of $136.8 million. Foods, Inc. dba Dahl's Foods, Dahl's Food Mart, Inc., and Dahl's Holdings I, LLC, sought bankruptcy protection (Bankr. S.D. Iowa Lead Case No. 14-02689) in Des Moines, Iowa on Nov. 9, 2014, with a deal to sell to Associated Wholesale Grocers Inc. for $4.8 million. The Debtors have tapped Bradshaw, Fowler, Proctor & Fairgrave, P.C., as bankruptcy counsel, Crowe & Dunlevy, P.C., as special reorganization and conflicts counsel, and Foods Partners, LLC as financial advisor and investment banker. The U.S. Trustee for Region 12 appointed four creditors of Foods, Inc. to serve on the official committee of unsecured creditors. Freeborn & Peters LLP serves as counsel for the Committee. FOODS INC: To Resolve Sale Objections Before Assuming Contracts --------------------------------------------------------------- Bankruptcy Judge Anita L. Shodeen entered on Jan. 30, 2015, an order on Foods, Inc., et al.'s motion to cure amounts to assume and assign certain executory contracts and unexpired leases in connection with sale of its assets. The Court finds that: 1. there were pending objections related to the sale of Debtor's assets pursuant to Section 363 of the Bankruptcy Code; 2. the objection by Eastwood Investors, LLC and GraysLake Eastwood LLC was resolved; and 3. certain objections had not been formally resolved. The Court ordered that: a. upon resolution of the pending objections by the closing date, the parties will file a stipulation with the Court or withdraw their objection; and b. any objections not resolved by March 1, 2015, will be scheduled for hearing on March 20. About Foods Inc. Dahl's Foods owns and operates 10 full-line grocery stores in and around the Des Moines, Iowa area. Since the 1970s, Dahl's has been employee owned pursuant to an ESOP with 97% of the ownership held by the ESOP. The remaining 3% is owned by certain past and present members of management and other former employees. Individual grocery store square footage ranges from 28,820 to 70,000 and averages 55,188. Dahl's employs over 950 people. For the 52 weeks ended June 28, 2014, Dahl's generated sales of $136.8 million. Foods, Inc. dba Dahl's Foods, Dahl's Food Mart, Inc., and Dahl's Holdings I, LLC, sought bankruptcy protection (Bankr. S.D. Iowa Lead Case No. 14-02689) in Des Moines, Iowa on Nov. 9, 2014, with a deal to sell to Associated Wholesale Grocers Inc. for $4.8 million. The Debtors have tapped Bradshaw, Fowler, Proctor & Fairgrave, P.C., as bankruptcy counsel, Crowe & Dunlevy, P.C., as special reorganization and conflicts counsel, and Foods Partners, LLC as financial advisor and investment banker. The U.S. Trustee for Region 12 appointed four creditors of Foods, Inc. to serve on the official committee of unsecured creditors. Freeborn & Peters LLP serves as counsel for the Committee. GENERAL MOTORS: Fitch Says Liquidity Sufficient for Deployment Plan ------------------------------------------------------------------- Fitch Ratings expects General Motors Company's (GM) cash liquidity to remain adequate despite its plan to return a significant level of cash to shareholders over the next two years. As such, Fitch does not expect any change to GM's ratings or Outlook as a result of the plan. Fitch currently rates GM's Issuer Default Rating (IDR) at 'BB+', and its Rating Outlook is Positive. Fitch's ratings apply to two revolving credit facilities with a total capacity of $12.5 billion and $7 billion in senior unsecured notes. On March 9, 2015, GM announced a capital allocation and share buyback strategy that will significantly increase the company's cash returns to shareholders over the intermediate term, but it is less aggressive than the earlier proposal put forth by a group of the company's shareholders. Following GM's announcement, the shareholder group announced that it has withdrawn its proposal. GM's plan calls for a total of $5 billion in share buybacks to be completed by year-end 2016 and about $5 billion in dividends to be paid over the same period. GM announced in February its intent to increase its dividend by 20% beginning with the June 2015 payment, and that will contribute to the increase in dividend payments. Beyond 2016, the company expects to return substantially all of its free cash flow (FCF) to shareholders. By contrast, the shareholder proposal had called for the company to repurchase $8 billion in shares over a 12-month period commencing in June 2015. For creditors, a key piece of GM's announcement is the company's intention to maintain an automotive cash target of $20 billion. This compares with an actual automotive cash balance of $25.2 billion at year-end 2014. Fitch has previously stressed the importance of GM maintaining an automotive cash balance of at least $20 billion in order to provide a sufficient liquidity cushion in the event of a severe downturn. Fitch's own forecasts suggest that even with the substantial shareholder returns outlined today, the company has the ability to maintain a cash balance above $20 billion over the next two years, even though total cash spent on dividends and share repurchases is likely to exceed the company's pre-dividend FCF. However, in the event that FCF is weaker than expected, Fitch believes GM will adjust its share repurchase activity to avoid allowing cash to fall below the $20 billion threshold for an extended period. As Fitch has noted in the past, automotive cash falling below the $20 billion level for a prolonged period could lead to a negative rating action. Fitch expects the company to repurchase shares solely using cash on hand and FCF, and therefore Fitch does not expect GM's leverage to be affected by the program. At year-end 2014, EBITDA leverage (debt/Fitch-calculated EBITDA) remained low for its current ratings at 0.8x. Funds from operations (FFO) adjusted leverage at year-end 2014 was 1x. Fitch continues to monitor various events stemming from last year's recalls. Although it will likely be several years before all of the lawsuits and investigations are resolved, nearer term events that Fitch is following closely include the final outcome of the company's ignition switch victim compensation program and a pending decision by the bankruptcy court on the pre-petition status of damages and injuries incurred prior to the 2009 bankruptcy of General Motors Corporation. Fitch would view a significant number of victims accepting awarded compensation as a credit positive, particularly if it were followed by a meaningful decline in the number of outstanding lawsuits. At the same time, a definitive court ruling that injuries or damages incurred prior to the 2009 bankruptcy are, in fact, pre-petition claims would also be a credit positive. If GM incurs any significant near-term cash costs tied to any fines, penalties or settlements related to the recalls, Fitch expects the company will adjust its share repurchase activity, if necessary, in order to maintain its cash at the target level. If GM were to allow cash to fall below the target level and continue repurchasing shares, Fitch could consider a negative rating action. GM, along with the other Detroit automakers, will be ramping up negotiations with the United Auto Workers (UAW) union on a new labor agreement later this year. As of the company's 2014 proxy filing, the UAW was the largest single holder of GM's common stock, with an 8.7% stake. UAW leadership previously commented publicly that it believed the $8 billion shareholder proposal was too high and premature, although the union suggested it might support some cash returns to shareholders. Based on the union's comments, Fitch believes the $8 billion proposal would have complicated negotiations with the union, although it remains to be seen how the union will respond to the plan laid out today. Fitch has previously outlined the following rating sensitivities that still apply to GM's ratings: Positive: -- Increasing the North American EBIT margin to near 10% on a sustained basis. -- Improving the profitability of the company's European operations. -- Sustained positive FCF generation, excluding unusual items. -- Increased clarification that the follow-on costs of the recalls can be managed while keeping automotive cash liquidity at $20 billion or higher. Negative: -- A decline in cash liquidity below $20 billion for a prolonged period. -- Significant negative developments related to the recalls that result in a greater-than-expected cash outflow. -- A sustained period of negative FCF generation. -- A change in financial policy, particularly around maintaining high liquidity and low leverage. -- A need to provide extraordinary financial assistance to GMF in the case of a liquidity event at the finance subsidiary. Fitch currently rates GM as follows: GM -- Long-term IDR 'BB+'; -- Unsecured revolving credit facility rating 'BB+'; -- Senior unsecured notes rating 'BB+'. The Rating Outlook is Positive. GENERAL MOTORS: Moody's Says Repurchase Plan is Credit Negative --------------------------------------------------------------- Moody's Investors Service said that General Motors Company's ratings (including its Baa3 credit facility rating which contingently benefits from domestic subsidiary guarantees and its Ba1 senior unsecured note rating) are unchanged following the company's announcement that its board approved a new capital allocation strategy. This strategy will include: a $5 billion share repurchase program to be completed by the end of 2016, a dividend policy that should amount to $5 billion for 2015 through 2016, and a $20 billion targeted cash position. The rating outlook remains stable. Also unchanged are the Ba1 senior unsecured rating and stable outlook of GM Financial which benefit from a support agreement from GM. Although GM's ratings and stable outlook are unchanged by the capital allocation program, the initiative represents a negative credit development. Bruce Clark, Senior Vice President with Moody's said, "This program weakens GM's positioning at the current rating level and will likely delay any potential consideration for an upgrade." Higher ratings are important to GM because of the significant ongoing borrowing requirements of its captive finance operation -- GM Financial. The key credit risk associated with the capital allocation plan is GM's decision to effectively fund its share repurchase program by reducing the liquidity position of its automotive operations by about $5 billion in the face of a number of operational and financial challenges. Moreover, despite GM's stated intention of maintaining an "investment-grade balance sheet", the reduction of its targeted cash position to $20 billion from a previous targeted range of $20 billion to $25 billion, combined with the plan to return all available free cash flow to shareholders, represent a clear increase in the company's credit risk profile. Before the impact of any recall-related and other one-time items, GM's credit metrics for 2014 and those Moody's anticipates for 2015 are broadly consistent with the company's current rating levels. However, the 2014 metrics were severely stressed by the recall-related and one-time items, and Moody's expects that 2015 metrics will also remain weakened as these expenses and expenditures continue to be incurred. Moody's Clark noted that, "GM is committing itself to a large shareholder reward initiative when its metrics are being pressured by the recall. It's going to take some time to re-establish the operating and financial cushion that might support any improvement in the rating." GM's gross automotive liquidity will fall from about $33 billion ($25 billion in cash and $8 billion in automotive credit facilities) to $28 billion ($20 billion in cash and $8 billion in credit facilities). This decline in liquidity will occur as GM contends with weak automotive markets in Latin America, Russia and many markets in South East Asia. In addition, during 2015 the company will face another year of sizable losses in Europe and by 2016 it will begin to approach only breakeven performance in the region. Finally, the US auto industry's current UAW contract expires during September 2015, and GM will have to contend with negotiating a new contract with the union after committing to make significantly larger distributions to shareholders. Beyond these operational challenges, GM will have to fund a number of items during 2015 and possibly 2016. These items include: approximately $1.2 billion in continued recall-related expenditures; payments related to its $400 million ignition switch victim compensation program; litigation costs that might arise from plaintiffs who opt out of the GM compensation program; and, the possibility of significant fines and penalties that might be imposed by the US government due to the faulty ignition switches. GM will also have to contend with the highly cyclical nature of the auto industry and its vulnerability to unexpected shocks. One of the fundamental ways of contending with the risks in this industry is to have a robust liquidity profile. The liquidity position that GM has chosen to run with as a result of this new shareholder distribution plan remains adequate, but will be notably less robust than it would have otherwise been. GM's formidable position in North America enabled the company's overall automotive operations to generate the following metrics during 2014 (before recall-related and other one-time costs, but including Moody's standard adjustments): EBITA margin of 4.6%; debt/EBITDA of 3.0x; and EBITA/interest of 4.0x. These metric levels are consistent with the company's current ratings. However, a recognition of the recall-related and other one-time items results in much weaker metric levels: EBIT margin of 1.5%; debt/EBITDA of 4.8x; and EBITA/interest of 1.3x. GM's stable outlook is supported by the its strength in North America and China, the gradual progress the company is making in stemming losses in Europe, and by a liquidity position that, although reduced, will still be adequate to contend with the volatility in the auto sector and the company-specific risks facing the company. However, Moody's does not expect metrics to strengthen to levels that might support a higher rating until sometime during 2016. Metrics that could contribute to a positive rating action include: EBITA margin above 7.5%; debt/EBITDA remaining below 3x; and EBITA/interest above 5.5x. The most likely source of pressure on the rating would result from a decision to maintain a cash position lower than the $20 billion level contemplated under the proposed capital allocation plan or to increase debt in order to fund share repurchases. The rating would come under pressure if the company's 2016 metric levels were on track to approximate the following levels: EBITA margin remaining below 5%; debt/EBITDA of exceeding 3.5x; and EBITA/interest below 3.5x. GFI GROUP: S&P Revises CreditWatch on 'B' CCR to Positive --------------------------------------------------------- Standard & Poor's Ratings Services said that it has revised the CreditWatch implications on its 'B' counterparty credit and 'B' senior unsecured rating on GFI Group Inc. to positive from developing. "The CreditWatch action follows BGC's announcement that it had successfully completed its tender offer for GFI's shares on Feb. 27, 2015," said Standard & Poor's credit analyst Sebnem Caglayan. The 54.6 million tendered shares, together with the 17.1 million shares of GFI common stock that BGC already owned, represent approximately 56.3% of GFI's outstanding shares. GFI will become a controlled company and operate as a division of BGC. While BGC and GFI are expected to operate as separately branded divisions going forward, GFI's financial statements will be consolidated as part of BGC's. BGC has also indicated that, while the companies' front office operations will remain separate, it plans on integrating the back office, technology, and infrastructure of the two companies to generate cost savings. S&P will continue to evaluate GFI's relationship with its new group and parent under S&P's group rating methodology over the next couple of months. Upon the resolution of S&P's CreditWatch on GFI, S&P expects its ratings on the company to benefit from group support from Cantor Fitzgerald L.P., which currently has a group credit profile of 'bbb'. Short of BGC taking full ownership of GFI and assuming its debt, it is highly unlikely that S&P will assess GFI's position as "core" under S&P's group rating methodology. As of March 9, 2015, BGC has not made any formal public statements that it will assume GFI's debt. S&P expects to resolve its CreditWatch on GFI Group once S&P assess the company's relation with its new group under S&P's group rating methodology. GT ADVANCED: Judge Won't Give Quick OK for $100MM Loan Commitment ----------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that U.S. Bankruptcy Judge Henry J. Boroff in New Hampshire declined to quickly rule on GT Advanced Technologies Inc.'s request for approval of a $100 million loan commitment, instead scheduling a hearing on the request for March 18. According to Law360, GT Advanced asked approval of the $100 million DIP loan from TPG Specialty Lending Inc., which competed with a group of bondholders to fund the facility, after reporting that the financing would be enough to buoy the company through the Chapter 11 process as it continues to regain its footing following a costly fallout with Apple Inc. GT Advanced said it needs quick approval of the DIP Loan because the facility requires it to pay a $2 million fee by March 10, the Law360 report said. Bloomberg relates that Judge Boroff required the Debtors to file revised papers if the lender consents to the hearing schedule and required creditor objections by March 16. In arguing for the loan, GT said its management and advisers have "worked to stabilize the business and develop an operational framework upon which a strategy could be created in order to maximize enterprise value," which is what led it to conclude that abandoning its ambitions with Apple and returning to its roots in producing other equipment was the wisest business choice, Law360 related. 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. HART PRINTING: Chapter 7 Trustee to Sell Assets on March 13 ----------------------------------------------------------- Rosemary C. Crawford -- the Chapter 7 Trustee of Hart Printing & Lithographing Company (Bankr. W.D. Pa. Case No. 15-20237) -- will sell the Debtor's assets, consisting of machinery and equipment situated in County of Allegheny, Pennsylvania, on March 13, 2015, at 10:00 a.m. The sale will be held at Courtroom A, 54th Floor, U.S. Steel Tower, 600 Grant Street, Pittsburgh, PA 15219. Objections are due by March 12. The Initial Offer is $419,000. Higher and better offers will be considered at the hearing. Hand money is required at $80,000. For more information, contact: Rosemary C. Crawford CRAWFORD MCDONALD, LLC P.O. Box 355 Allison Park, PA 15101 Tel: 724-443-4757 E-mail: crawfordmcdonald@aol.com HEALTHSOUTH CORP: Moody's Rates New $300MM Note Offering 'Ba3' -------------------------------------------------------------- Moody's Investors Service assigned a Ba3 (LGD 4) rating to HealthSouth Corporation's proposed offering of $300 million of senior unsecured notes due 2023. Moody's understands that the proceeds of the offering will be used to fund the call of HealthSouth's 8.125% notes due 2020. HealthSouth's existing ratings, including its Ba3 Corporate Family Rating and Ba3-PD Probability of Default Rating are unchanged given Moody's expectation that credit metrics will not be meaningfully impacted by this transaction. T he stable rating outlook is also unchanged. The following rating was assigned: -- $300 million senior unsecured notes due 2023 at Ba3 (LGD 4) HealthSouth's Ba3 Corporate Family Rating reflects the company's moderate leverage and strong interest coverage. Moody's expects that healthy cash flow will allow the company to reduce leverage following the Jan. 2, 2015 acquisition of Encompass Home Health and Hospice and continue to invest in growing its inpatient rehabilitation business. Moody's also acknowledges that HealthSouth's considerable scale in the inpatient rehabilitation sector and geographic diversification should allow the company to adjust to or mitigate payment reductions more easily than many other inpatient rehabilitation providers. Further, while the acquisition of Encompass will not reduce HealthSouth's reliance on the Medicare program for a significant portion of revenue, it will diversify the company's offerings across the post-acute continuum of care by adding home health and hospice services. The ratings could be upgraded if HealthSouth can sustain debt to EBITDA below 3.0 times and EBITA to interest above 3.5 times. Also, the company would need to remain disciplined in regards to shareholder returns and the resulting impact on credit metrics. Finally, Moody's would need to gain comfort around the company's high exposure to Medicare and the potential for negative reimbursement changes prior to a ratings upgrade. If Moody's expects debt to EBITDA to increase and be sustained above 4.0 times, either through unforeseen adverse developments in Medicare reimbursement, a significant debt financed acquisition, an increased appetite for debt financed shareholder initiatives, or deterioration in operating performance, the ratings could be downgraded. The principal methodology used in this rating was Global Healthcare Service Providers published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Birmingham, Alabama, HealthSouth Corporation is the largest operator of inpatient rehabilitation facilities. The company also provides outpatient services through a network of outpatient satellite clinics located within or near the company's rehabilitation hospitals and home health agencies. HealthSouth also manages three inpatient rehabilitation units through management contracts. HealthSouth recognized $2.4 billion of revenue for the year ended Dec. 31, 2014. HEALTHSOUTH CORP: S&P Rates $300MM Sr. Unsecured Notes 'BB-' ------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'BB-' issue-level rating to the $300 million senior unsecured notes to be issued by Birmingham, Ala.-based HealthSouth Corp. The company intends to use the proceeds to refinance the senior unsecured notes maturing 2020. S&P's recovery rating of '4' indicates its expectation for average recovery (30% to 50%, on the lower half of the range). The 'BB-' corporate credit rating remains unchanged. The outlook remains stable. HealthSouth is predominantly a pure play inpatient rehabilitation company. Business risk is characterized by a concentration within a single line of business, a high degree of exposure to reimbursement risk from Medicare (which represents about 74% of revenues), and exposure to regulatory changes for inpatient rehabilitation services. These factors are partially offset by the company's scale (about $2.8 billion of estimated revenues in 2015), a leading market position within the inpatient rehabilitation services industry, and strong profitability (adjusted EBITDA margins of about 25%). S&P's business risk assessment is "weak". HealthSouth's financial risk profile is characterized by debt leverage in the range of 3x to 4x. S&P estimates leverage of 3.4x for 2015 and the ratio of funds from operations (FFO) to debt of 23%. S&P expects the company to maintain leverage near current levels and to prioritize shareholder returns over debt reduction. This expectation is supported by a recently initiated common dividend and share repurchases. S&P assess financial risk as "significant". RATINGS LIST HealthSouth Corp. Corporate Credit Rating BB-/Stable/-- New Rating HealthSouth Corp. $300 Mil. Unsecured Senior Notes BB- Recovery Rating 4L KEYCORP: Fitch Plans to Withdraw Ratings by April 6 --------------------------------------------------- Fitch Ratings plans to withdraw the ratings on KeyCorp, KeyBank NA, Key Corporate Capital, Inc., and KeyCorp Capital I - III on or about April 6, 2015, for business reasons. Fitch currently rates KeyCorp, KeyBank NA, Key Corporate Capital, Inc., and KeyCorp Capital I - III as follows: KeyCorp -- Long-term Issuer Default Rating (IDR) 'A-'; Outlook Stable; -- Short-term IDR 'F1'; -- Viability 'a-'; -- Senior debt 'A-'; -- Subordinated debt 'BBB+'; -- Preferred stock 'BB'; -- Short-term debt 'F1'; -- Support '5'; -- Support Floor 'NF'. KeyBank NA -- Long-term IDR 'A-'; Outlook Stable; -- Short-term IDR 'F1'; -- Viability 'a-'; -- Long-term deposits 'A'; -- Senior debt 'A-'; -- Subordinated debt 'BBB+'; -- Short-term deposits 'F1'; -- Support '5'; -- Support Floor 'NF'. Key Corporate Capital, Inc. -- Long-term IDR 'A-'; Outlook Stable; -- Short-term IDR 'F1'. KeyCorp Capital I - III -- Preferred stock 'BB+'. Fitch reserves the right in its sole discretion to withdraw or maintain any rating at any time for any reason it deems sufficient. Fitch believes that investors benefit from increased rating coverage by Fitch and is providing approximately 30 days' notice to the market on the withdrawal KeyCorp, KeyBank NA, Key Corporate Capital, Inc., and KeyCorp Capital I - III ratings as a courtesy to investors. Fitch's last rating action was to affirm the ratings with a Stable Outlook on Oct. 7, 2014. LATEX FOAM: Has Ninth Interim Authorization to Use Cash Collateral ------------------------------------------------------------------ U.S. Bankruptcy Judge Alan H.W. Shiff has approved a ninth interim stipulation authorizing Latex Foam International, LLC, to use the cash collateral of SummitBridge National Investments IV LLC, as successor-in-interest to Wells Fargo Bank, in accordance with a budget. As adequate protection, SummitBridge is granted first priority, valid, and perfected replacement liens on and security interests in all of the Debtors' assets. Any diminution in the value of the prepetition liens in favor of SummitBridge that is not compensated by postpetition collateral will constitute a cost and expense of administration in the bankruptcy case in accordance with Sec. 503(b)(1) of the Bankruptcy Code. About Latex Foam Headquartered in Shelton, Connecticut, Latex Foam International, LLC manufactures foam mattresses and component mattresses. The 196-employee company produces mattress cores, toppers, and pillow buns utilizing both the Talaway and Dunlop manufacturing processes. LFIH is a holding company for 100% of the equity interests in LFI, PLB, and an inactive entity, Dunlop Latex Foam (Malaysia) SDN. BHD. LFI and four affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Conn. Lead Case No. 14-50845) in Bridgeport, Connecticut, on May 30, 2014. David Fisher signed the petitions as president. The Debtors are seeking joint administration of their cases. LFI disclosed $18,437,185 in assets and $30,342,926 in liabilities as of the Chapter 11 filing. Judge Alan H.W. Shiff presides over the cases. James Berman, Esq., and Craig I. Lifland, Esq., at Zeisler and Zeisler, serve as the Debtors' counsel. On June 19, 2014, the U.S. Trustee appointed five creditors to serve on the Official Committee of Unsecured Creditors. The Committee tapped to retain Schafer and Weiner, PLLC as its counsel, and Reid and Reige, P.C. as its local counsel. LOUDOUN HEIGHTS: Wants to Sell 313-Acre Property in Virginia ------------------------------------------------------------ Loudoun Heights, LLC, is asking the Bankruptcy Court for approval to sell its 313-acre real estate property in Loudoun County, Va. The Debtor plans to sell its 313-Acre Parcel and the 60-foot wide private access easement at a public auction to be conducted by Auction Markets, LLC, at the U.S. Bankruptcy Court, Alexandria Division, on a date and time established by the Court, but no earlier than 40 days after entry of an order by the Court authorizing the auction. The Debtor will hire Auction Markets to engage in a comprehensive marketing, sales effort, and an absolute auction of the 313-Acre Parcel. Marketing and promotional expenses will include (a) regional Wall Street Journal advertising, (b) Washington Post advertising, (c) Leesburg Today advertising, (d) digital media advertising on commercial real estate and land real estate For Sale and Auction Web sites, (e) posting of the auction on http://www.auctionmarkets.com/, (f) multiple email campaigns to the Auction Markets database as well as through third party email services (Property Campaign, LoopNet, Property Push, etc...), (g) scheduled inspection times for prospective buyers to walk the property, (h) preparation of a due diligence package and/or virtual data room for distribution of property information for prospective buyers to review prior to the auction, (i) custom signage to be installed at the entrance of the 60 foot wide access easement on Harpers Ferry Road, (j) design and distribution of 1,000+ postcards to prospective buyers, brokers and investors and (k) any other marketing that the Auction Company, in consultation with the Debtor, anticipates to be effective. Loudoun County Wants Taxes Paid Loudoun County does not object to the sale of the Property, so long as the order states that all delinquent taxes on the Property owed to the County by the time of settlement or closing will be paid at settlement or closing, and that the statutory County’s tax lien will remain on the Property until the delinquent real estate taxes are paid in full. The Debtor owes delinquent real estate taxes for tax years 2012, 2013 and 2014 for the Property. The total amount of delinquent taxes on the Property is $17,120.23, which includes taxes, penalties and interest through February 28, 2015. Additional interest will accrue on the first of each month until the delinquent balance is paid in full, and additional taxes will be payable on June 5, 2015. About Loudoun Heights Loudoun Heights, LLC, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 13-15588) on Dec. 16, 2013. The Debtor disclosed total assets of $13.1 million and total debt of $4.84 million. The petition was signed by Joe Bane as sole manager. Frank Bredimus, Esq., at Law Office of Frank Bredimus, serves as the Debtor's counsel. Judge Brian F. Kenney presides over the case. As reported in the Troubled Company Reporter on April 22, 2014, the Debtor in early April filed an amended disclosure statement explaining its proposed plan of reorganization. According to the disclosure statement, all classes of creditors will be paid in full. The proceeds from the sale of the Debtor's assets will be sufficient to pay the Claims of all secured, priority unsecured and general unsecured creditors, and court-approved professionals. The Debtor expects $4.37 million to $9.92 million in revenue from the sale of all assets. MACKEYSER HOLDINGS: Thomas Allison Named Liquidating Trustee ------------------------------------------------------------ Thomas J. Allison was appointed as liquidating trustee as of the effective date of the Joint Plan of Liquidation proposed by Mackeyser Holdings, LLC, et al., and the Official Committee of unsecured creditors. The liquidating trust committee is comprised of (i) Mr. Allison; (ii) David Smith; and (iii) Stephen J. MacCormack, Ph.D. About MacKeyser Holdings MacKeyser Holdings, LLC and its operating affiliates -- American Optical Services, LLC, and Exela Hearing Services, LLC -- manage integrated eye care and hearing systems providers with over 80 optical retail, optometry and ophthalmology locations in 14 states. Within certain of the Company's locations, dedicated audiology and dispensing staff conduct diagnostics, fitting and dispensing of hearing systems. MacKeyser Holdings, LLC, American Optical Services, Inc. and their affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 14-11528 to 14-11550) on June 20, 2014. David R. Hurst, Esq., and Marion M. Quirk, Esq., at Cole, Schotz, Meisel, Forman & Leonard, PA. The Debtors' financial advisor is GlassRatner Advisory & Capital Group. The investment banker is Hammond Hanlon Camp LLC. The noticing and claims management agent is American Legal Claim Services, LLC. In its petition, MacKeyser Holdings estimated $50 million to $100 million in both assets and liabilities. The petitions were signed by Thomas J. Allison, authorized officer. The Official Committee of Unsecured Creditors retained Cooley LLP as lead counsel; Klehr Harrison Harvey Branzburg LLP as co-counsel; and Giuliano, Miller & Company, LLC as financial advisor. MASONITE INT'L: Moody's Hikes CFR to 'B1' & Rates New Notes 'B2' ---------------------------------------------------------------- Moody's Investors Service upgraded Masonite International Corporation's Corporate Family Rating (CFR) to B1 from B2 and Probability of Default Rating to B1-PD from B2-PD. Concurrently, Moody's assigned a B2 rating to the company's proposed $475 million senior unsecured notes and affirmed Masonite's speculative-grade liquidity (SGL) rating of SGL-2. The existing senior unsecured notes were upgraded to B2. The rating outlook is stable. Proceeds from the proposed notes due 2023 along with existing cash are expected to be used to redeem Masonite's $500 million 8.25% senior unsecured notes due 2021 and pay related premiums, fees and expenses. The transaction is credit positive because it reduces debt and cash interest expense while extending the company's maturity profile. The upgrade of the CFR to B1 is reflects Moody's view that the continued recovery in Masonite's end markets, good demand for doors, and the company's cost discipline are driving improved revenue, cash flow and credit metrics. The expected improvement places the company's credit metrics solidly in the B1 ratings category given its operating profile. Specifically, Moody's projects debt-to-EBITDA leverage to decline below 4x in 2015 versus 4.6x in 2014. EBITA to interest expense ratio will benefit from the proposed transaction as the interest savings are currently anticipated to amount to about $14 million resulting in a projected 2015 interest coverage ratio of 2.9x versus 1.5x in 2014. Moody's expects that Masonite's financial policies will sustain credit metrics at improved levels. Moody's took the following rating actions on Masonite International Corporation: -- Corporate Family Rating upgraded to B1 from B2; -- Probability of Default Rating upgraded to B1-PD from B2-PD; -- $500 million Senior Unsecured Notes due 2021, upgraded to B2 (LGD4) from B3 (LGD-4); -- Proposed $475 million Senior Unsecured Notes due 2023, assigned B2 (LGD4); -- Speculative-Grade Liquidity Assessment, affirmed at SGL-2. All ratings are subject to the execution of the transaction as currently proposed and Moody's review of final documentation. Masonite's B1 CFR is supported by Moody's view that Masonite's end markets including new home construction and repair & remodeling markets will continue to grow in 2015. In addition to the positive external tailwinds, the company's cost structure optimization will continue to benefit Masonite's performance. The company closed 65 facilities from 2006-2014 (now have 63 left), automated facilities, reduced their workforce from more than 15,000 employees in 2006 to approximately 10,300 as of 2014, and outsourced back office processes. Moreover, the company's market position has strengthened since the last downturn through industry consolidation and it is only one of two vertically integrated door producers in the U.S. Further providing support for the ratings are the company's increasing global diversification, broad product offering within doors, and long-standing relationships with large retailers. The rating is constrained by aggressive balance sheet management and growth through acquisitions. Over the last three years the company has made 13 acquisitions with two of them made in 2014. Masonite has financed some of its acquisitions with debt, keeping its debt leverage elevated. Moody's projects end market and operational improvements will reduce anticipate debt-to-EBITDA leverage below 4x in 2015. Moody's expects the company will continue to pursue acquisitions to enhance growth prospects, its market position, and geographic diversity. Masonite has a sizable cash balance to fund acquisitions, and Moody's believes that the company will manage future acquisitions within its debt-to-EBITDA leverage target, which supports credit metrics consistent with the B1 CFR. The B1 Corporate Family Rating also takes into consideration Masonite's thin operating margins and its difficulty generating net income and modest free cash flow. Furthermore, the ratings are constrained by the highly cyclical end market exposure that can lead to sharp declines in profitability. Moody's expects to withdraw the B2 rating on the existing 2021 notes once they are redeemed as part of the proposed transaction. The stable outlook reflects Moody's expectation that Masonite's key end markets will continue to show strength and that the company's liquidity as well as lack of near-term maturities provide sufficient flexibility to support growth initiatives. The ratings could be upgraded if adjusted debt leverage can be sustained below 3.0x debt to EBITDA and EBITA interest coverage begins to approach 4.0x. In addition, growth in the company's end markets is an important consideration for potential upgrade. The ratings may be downgraded if the company cannot maintain debt-to-EBITDA below 4.5x or is unable to sustain EBITA-to-interest expense coverage greater than 2.0x. A reduction in earnings because of share declines or a significant cyclical slowdown in end markets, or a deterioration in liquidity could also lead to a downgrade. Masonite International Corporation (NYSE: DOOR), headquartered in Tampa, FL, through its operating subsidiaries, is one of the largest manufacturers of doors in the world. It offers both interior and exterior doors for residential and commercial end uses. Revenues for 2014 were $1.838 billion. The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. MASONITE INTERNATIONAL: S&P Rates $475MM Sr. Unsecured Notes 'BB-' ------------------------------------------------------------------ Standard & Poor's Ratings Services said it assigned its 'BB-' issue-level rating and '4' recovery rating to Masonite International Corp.'s proposed US$475 million senior unsecured notes due 2023. The '4' recovery rating reflects S&P's expectation of average (30%-50%) recovery in a default scenario, and is in the high end of the range. The company expects to use proceeds along with cash on hand to repay its US$500 million, 8.25% senior unsecured notes due 2021 and related premiums, fees, and expenses. "The ratings on Masonite reflect our view that the company has a fair business risk profile and "aggressive" financial risk profile," said Standard & Poor's credit analyst Jamie Koutsoukis. "We base our "fair" business risk assessment on the company's exposure to the highly cyclical U.S. residential construction market, in which it generated more than half of its revenue in 2014. We believe the U.S. residential construction market will continue its unsteady recovery, with U.S. housing starts of about 1.2 million in 2015 still well below the historical average of 1.5 million (based on data from 1959 to 2014)," S&P said. The "aggressive" financial risk profile reflects S&P's expectation that adjusted debt-to-EBITDA will be 3.0x-3.5x in 2015 and incorporates a high degree of expected volatility in S&P's forecast credit measures. The 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. RATINGS LIST Masonite International Corp. Corporate credit rating BB-/Positive/-- Rating Assigned Masonite International Corp. US$475 mil. notes due 2023 BB- Recovery rating 4H MERITOR INC: Moody's Raises Corp. Family Rating to 'B1' ------------------------------------------------------- Moody's Investors Service upgraded Meritor, Inc.'s debt ratings, including its Corporate Family Rating to B1 from B2, its senior secured rating to Ba1 from Ba2 and its senior unsecured rating to B2 from B3. Moody's also affirmed Meritor's Speculative Grade Liquidity Rating of SGL-2. The outlook is stable. Meritor's upgrade reflects Moody's expectation that Meritor's fundamental strengths as a critical supplier to truck OEMS will enable the company to achieve the major components of its M2016 strategic plan. These include reducing operating costs, growing penetration with key customers and increasing adjusted EBITDA margins to 10% (compared with 8.3% for FYE September 2014 and 9.0% for FY 1Q ended December 2014). The company has already achieved its target net debt of under $1.5 billion. As a result of these operating initiatives and prudent financial policies, Moody's expects the company's key credit metrics will continue to improve. Additionally, Moody's expect the company to maintain a strong liquidity position. Critically, Meritor is now better positioned to contend with the cyclicality inherent in its industry than it had been in the past, and Moody's believes that the company will continue to strengthen its position as one of the foremost global suppliers of axles, drivelines and braking systems to original equipment manufacturers of commercial trucks and trailers. Factors which could contribute to a higher rating include further progress by Meritor in implementation of its M2016 strategic plan including achieving its target of 10% adjusted EBITDA margins, maintaining net debt below $1.5 billion and growing organic revenue. Metrics on a Moody's adjusted basis that would have the potential to support an upgrade include EBITA margins above 8%, EBITA / interest exceeding 2.5x, and debt / EBITDA approaching 3.5x. Future events that have the potential to result in a downgrade of ratings include sustained EBITA margins below 6.0%, EBITA / interest of less than 1.5x and debt / EBITDA above 5.5x. Other potential events that could result in a downgrade include meaningful loss of market position, a weakening of the company's liquidity profile, or more aggressive financial policies such as increased target leverage or return of capital to shareholders. The principal methodology used in these ratings was Global Automotive Supplier Industry published in May 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Meritor, headquartered in Troy, MI, is a global supplier of a broad range of integrated systems, modules, and components serving commercial trucks, trailers, and specialty original equipment manufacturers, as well as certain aftermarkets. The company's principal products include axles, undercarriage and drivelines, brakes and braking systems. Revenues for the LTM period ended Dec. 31, 2014 were approximately $3.7 billion. The company's business mix by revenues for the fiscal year ended September 2014 was: Commercial Truck & Industrial -- 76%; and Aftermarket & Trailer -- 24%. Its geographic revenue mix was: North America -- 58%; Europe -- 21%; South America -- 11%; and Asia Pacific -- 10%. MORGAN HILL PARTNERS: Files Schedules of Assets & Debt ------------------------------------------------------ Morgan Hill Partners, LLC, filed together with the petition its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $15,000,000 B. Personal Property $8,200 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $3,700,000 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $191,975 ----------- ----------- TOTAL $15,008,200 $3,891,975 The Debtor owns property at 4030 E. Dunne Avenue, in Morgan Hill, California. This property consists of 6 parcels, 2,380 acres of open land which partly mitigation preservation land, ranch land and 50 to 60 acres of developed landwith an owners home. The property is valued at $15 million and secures a $3.7 million debt to Vesta Lohras. The Debtor reported income from business operations of $10,040 in 2013, $20,000 in 2014, and $0 so far in 2015, all on account of a grazing lease on the property. A copy of the schedules is available for free at: http://bankrupt.com/misc/canb15-50775_SAL.pdf About Morgan Hill Partners Morgan Hill Partners, LLC, sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 15-50775) in San Jose, California, on March 6, 2015. The case is assigned to Judge Arthur S. Weissbrodt. The meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for April 8, 2015. Michael W. Malter, Esq., at Law Offices of Binder and Malter, in Santa Clara, California, serves as counsel. MORGAN HILL PARTNERS: Proposes Owner as Responsible Individual -------------------------------------------------------------- Morgan Hill Partners, LLC, filed with the U.S. Bankruptcy Court for the Northern District of California an application to appoint Manouchehr Mobedshahi, its Member/Owner, whose business address is 4030 E. Dunne Avenue, Morgan Hill, California 95037, as the natural person to be responsible for the duties and obligations of the Debtor during the pendency of the Chapter 11 case. About Morgan Hill Partners Morgan Hill Partners, LLC, sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 15-50775) in San Jose, California, on March 6, 2015. The case is assigned to Judge Arthur S. Weissbrodt. The meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for April 8, 2015. Michael W. Malter, Esq., at Law Offices of Binder and Malter, in Santa Clara, California, serves as counsel. NEW ENGLAND COMPOUNDING: Plan Confirmation Hearing Set for May 19 ----------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that a bankruptcy judge in Boston has approved the disclosure statement explaining New England Compounding Pharmacy Inc.'s plan and scheduled a confirmation hearing to approve the plan for May 19. According to the report, the plan, which was proposed by the company's Chapter 11 trustee and the official creditors' committee, contemplates for a trust to be created and have $160 million to $190 million for those who sustained injuries at the meningitis outbreak. The trust will be funded in part by contributions from third parties, including the company's shareholders and affiliated parties, vendors, clinics and health-care providers, the report related. The Centers for Disease Control and Prevention reported that 64 people died and 751 were sickened as a result of the meningitis outbreak, the report said, citing court papers. About New England Compounding Pharmacy New England Compounding Pharmacy Inc., filed a Chapter 11 petition (Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012, after a meningitis outbreak linked to an injectable steroid, methylprednisolone acetate ("MPA"), manufactured by NECC, killed 39 people and sickened 656 in 19 states, though no illnesses have been reported in Massachusetts. The Debtor owns and operates the New England Compounding Center is located in Framingham, Mass. In October 2012, the company recalled all its products, not just those associated with the outbreak. Paul D. Moore, Esq., at Duane Morris LLP, in Boston, has been appointed as Chapter 11 Trustee of NECC. He is represented by Jeffrey D. Sternklar, Esq., at DUANE MORRIS LLP. An Official Committee of Unsecured Creditors appointed in the case has been represented by BROWN RUDNICK LLP's William R. Baldiga, Esq., Rebecca L. Fordon, Esq., Jessica L. Conte, Esq., and David J. Molton, Esq. NY MILITARY ACADEMY: Seeks to Obtain $2-Mil. in DIP Loan from ITG ----------------------------------------------------------------- New York Military Academy seeks authority from the U.S. Bankruptcy Court for the Southern District of New York, Poughkeepsie Division, to obtain postpetition financing up to $2.0 million from ITG Taxable Fund Management LLC. The ITG Loan accrues interest at 10%, with a default rate of 16%. The DIP Loan is secured by a perfected first priority lien on all of the Debtor's assets, including the three parcels of real property in the Town of Cornwall, Orange County, New York. Cornwall Improvement LLC, which holds a first mortgage on the real property of the Debtor and is owed $7,285,503 plus attorney's fees and costs, complained that the Debtor "will not be improving its financial position by entering into the borrowing but will actually be in a far worse position by engaging in this borrowing as it is adding $1.7 million in additional debt. There does not appear to be any visible benefit to the bankruptcy estate or the creditors of the debtor to be achieved by this borrowing." CI further complains that as a result of the borrowing, the Debtor will not be able to provide adequate protection payments, pay any 2015 property or school taxes, perform any improvements to any of the school buildings or grounds, and file a meaningful or feasible plan which addresses the CI mortgage. CI is represented by: Thomas Genova, Esq. Andrea B. Malin, Esq. GENOVA & MALIN 1136 Route 9 Wappingers Falls, NY 12590 Tel: (845) 298-1600 New York Military Academy, a private coeducational boarding school, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-35379) on March 3, 2015. David B. Fields signed the petition as first vice-president. The Debtor reported total assets of $10.5 million and total debts of $10.9 million. Lewis D. Wrobel, Esq., at Lewis D. Wrobel, represents the Debtor as counsel. O.W. BUNKER: Hires Francis Conrad as Case Efficiency Expert ----------------------------------------------------------- O.W. Bunker Holding North America, Inc., et al., seek authorization from the U.S. Bankruptcy Court for the District of Connecticut to employ Francis G. Conrad as case efficiency expert, nunc pro tunc to Feb. 13, 2015. The Debtors engaged Mr. Conrad to provide expert consulting services, including a report and oral testimony, relating to case efficiency concepts in connection with the Transfer Motion. The Debtors and the Committee jointly filed a motion seeking transfer of the venue of the Debtors' cases to the United States Bankruptcy Court for the Southern District of New York pursuant to 28 U.S.C. section 1412 and Rule 1014(a)(1) of the Federal Rules of Bankruptcy Procedure on Dec. 24, 2014. Mr. Conrad agreed to a flat fee arrangement of $20,000 for providing an expert report and oral testimony, plus reasonable and necessary expenses. Mr. Conrad's fee is not contingent on the Court's ruling or otherwise subject to the outcome of the Transfer Motion. Mr. Conrad can be reached at: Francis G. Conrad, Esq. 900 3rd Avenue 13th Floor New York, NY 10022 Tel: (212) 683-3520 E-mail: fconrad@jagersmith.com About O.W. Bunker OW Bunker AS is a global marine fuel (bunker) company founded in Denmark. On Nov. 6, 2014, OW Bunker A/S placed OWB Trading and O.W. Bunker Supply & Trading A/S in an in-court restructuring procedure with the probate court in Aalborg, Denmark. By Nov. 7, 2014, the Danish entities (plus O.W. Bunker Supply & Trading A/S, O.W. Cargo Denmark A/S, and Dynamic Oil Trading A/S) were placed under formal Danish bankruptcy (liquidation) proceedings in the Aalborg probate court. The company declared bankruptcy following its admission that it had lost US$275 million through a combination of fraud committed by senior executives at its Singaporean unit. The Danish company placed its U.S. subsidiaries -- O.W. Bunker Holding North America Inc., O.W. Bunker North America Inc. and O.W. Bunker USA Inc. -- in Chapter 11 bankruptcy (Bankr. D. Conn. Case Nos. 14-51720 to 14-51722) in Bridgeport, Conn., on Nov. 13, 2014. The U.S. cases are assigned to Judge Alan H.W. Shiff. The U.S. Debtors have tapped Patrick M. Birney, Esq., and Michael R. Enright, Esq., at Robinson & Cole LLP, as counsel. McCracken, Walker & Rhoads LLP is serving as co-counsel. Alvarez & Marsal is the financial advisor. The Office of the United States Trustee formed an official committee of unsecured creditors of the Debtors on Nov. 26, 2014. O.W. BUNKER: Removal Period Extended Until Plan Approval -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Connecticut has given O.W. Bunker Holding North America, Inc. additional time to remove civil lawsuits where NuStar is not a party. Pursuant to the court's order, the deadline for O.W. Bunker to remove the lawsuits is extended until the date the court confirms any Chapter 11 plan filed in the company's case. About O.W. Bunker OW Bunker AS is a global marine fuel (bunker) company founded in Denmark. On Nov. 6, 2014, OW Bunker A/S placed OWB Trading and O.W. Bunker Supply & Trading A/S in an in-court restructuring procedure with the probate court in Aalborg, Denmark. By Nov. 7, 2014, the Danish entities (plus O.W. Bunker Supply & Trading A/S, O.W. Cargo Denmark A/S, and Dynamic Oil Trading A/S) were placed under formal Danish bankruptcy (liquidation) proceedings in the Aalborg probate court. The company declared bankruptcy following its admission that it had lost US$275 million through a combination of fraud committed by senior executives at its Singaporean unit. The Danish company placed its U.S. subsidiaries -- O.W. Bunker Holding North America Inc., O.W. Bunker North America Inc. and O.W. Bunker USA Inc. -- in Chapter 11 bankruptcy (Bankr. D. Conn. Case Nos. 14-51720 to 14-51722) in Bridgeport, Conn., on Nov. 13, 2014. The U.S. cases are assigned to Judge Alan H.W. Shiff. The U.S. Debtors have tapped Patrick M. Birney, Esq., and Michael R. Enright, Esq., at Robinson & Cole LLP, as counsel. McCracken, Walker & Rhoads LLP is serving as co-counsel. Alvarez & Marsal is the financial advisor. The Office of the United States Trustee formed an official committee of unsecured creditors of the Debtors on Nov. 26, 2014. PETTERS COMPANY: Ch.11 Trustee Can Tap Womble Carlyle as Counsel ---------------------------------------------------------------- Douglas A. Kelley, the Chapter 11 Trustee of Petters Company, Inc., et al., sought and obtained permission from the U.S. Bankruptcy Court for the District of Minnesota to employ Womble Carlyle Sandridge & Rice as his local counsel, effective Nov. 1, 2014. The Chapter 11 Trustee expects Womble Carlyle to advise and represent him on matters related to the maximizing value from a Deed of Trust granted against certain real property in North Carolina. Womble Carlyle will be paid at these hourly rates: Scott A. Schaaf $375 Other Partners $350 to $550 Associates $230 to $320 Staff Attorneys $200 to $300 Paralegals $75 to $225 Womble Carlyle will also be reimbursed for reasonable out-of-pocket expenses incurred. Under North Carolina law, Womble Carlyle will require an independent foreclosure trustee to complete the power of sale procedure at an estimated cost of $1,500 to $2,000, which will be included as an expense by Womble Carlyle in the fee applications it will in the case. Scott A. Schaaf, partner of Womble Carlyle, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Womble Carlyle can be reached at: WOMBLE CARLYLE SANDRIDGE & RICE Scott A. Schaaf, Esq. One West Fourth Street Winston Salem, NC 27101 Tel: (336) 721-3531 Fax: (336) 726-6999 E-mail: sschaaf@wcsr.com About Petters Company Based in Minnetonka, Minn., Petters Group Worldwide LLC is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Founder and chairman Tom Petters formed the company in 1988. Petters Company, Inc., is the financing and capital-raising unit of Petters Group Worldwide. Thomas Petters, the founder and former CEO of Petters Group, has been indicted and a criminal proceeding against him is proceeding in the U.S. District Court for the District of Minnesota. Petters Company, Petters Group Worldwide and eight other affiliates filed separate petitions for Chapter 11 protection (Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008. In its petition, Petters Company estimated its debts at $500 million and $1 billion. Parent Petters Group Worldwide estimated its debts at not more than $50,000. Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc., filed separate petitions for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on Oct. 6, 2008. Petters Aviation is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun Country's parent company. The Official Committee of Unsecured Creditors is represented by: David E. Runck, Esq., Lorie A. Klein, Esq., at FAFINSKI MARK & JOHNSON, P.A. Chapter 11 Trustee Douglas A. Kelley is represented by James A. Lodoen, Esq., Mark D. Larsen, Esq., Kirstin D. Kanski, Esq., Adam C. Ballinger, Esq., at Lindquist & Vennum LLP. PINNACLE ENTERTAINMENT: GLPI Offer is Add'l. Path to Shed Assets ---------------------------------------------------------------- The announcement that Gaming and Leisure Properties LLC's (GLPI) offered to purchase and lease back Pinnacle Entertainment Inc.'s assets provides Pinnacle with another path to realize value from its assets, according to Fitch Ratings. In exchange for Pinnacle's assets, GLPI has offered Pinnacle shares and the assumption of some of its debt. Previously Pinnacle announced that it was pursuing a spin-off of its assets into a separate REIT and would lease these assets back from the REIT. The net effect on Pinnacle's credit in either scenario would be similar with its lease adjusted leverage being in the mid-to-high 6x range under either scenario. The GLPI scenario would result in the adjusted leverage being closer to the lower end of that range. The adjusted leverage under both scenarios is higher relative to Fitch's forecast of adjusted leverage declining to low 6x range by year-end 2015 if assets were to stay in place. Fitch also estimates that under either asset transfer scenario Pinnacle's run-rate FCF would be around 5% of revenues, which provides only a modest buffer against potential operating declines. Under a status quo scenario run-rate FCF will be closer to 10% of revenues. Fitch revised Pinnacle's Outlook to Negative from Stable on Nov. 7, 2014 with the revision taking into account the announced REIT spin-off as well as the weak operating fundamentals for regional gaming. In Fitch's view, a long-term lease payment to either a new REIT or to GLPI as well as an obligation to pay maintenance capex would increase Pinnacle's fixed cost structure. This is especially problematic given Fitch's negative long-term view on regional gaming. Pinnacle's debt has asset sale covenants, which will likely require the company to refinance its debt as part of any asset sale or spin-off. For more on Fitch's views on regional gaming and gaming REITS see 'A Choppy Year for Gaming (Fitch's Views on Gaming in 2015)' dated Feb. 26, 2015. Fitch also discussed regional gaming secular trends at greater length in 'U.S. Regional Gaming: Long-Term Headwinds Abound (A Study of Secular Trends in U.S. Regional Gaming)', dated July 21, 2014. Fitch currently rates Pinnacle as follows: -- Issuer Default Rating 'B+'; Outlook Negative; -- Senior secured credit facility 'BB+/RR1'; -- Senior unsecured notes 'BB-/RR3'; -- Subordinated notes 'B-/RR6'. PLATTSBURGH SUITE: Files Amended Schedules of Assets & Liabilities ------------------------------------------------------------------ Plattsburgh Suites, LLC, filed with the U.S. Bankruptcy Court for the Northern District of New York its amended schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $14,900,000 B. Personal Property $800,000 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $18,024,917 E. Creditors Holding Unsecured Priority Claims $951 F. Creditors Holding Unsecured Non-priority Claims $14,063,108 ----------- ----------- TOTAL $15,700,000 $32,088,977 Plattsburgh Suites, LLC, filed for Chapter 11 protection (Bankr. N.D.N.Y. Case No. 15-10077) in Albany, New York, on Jan. 16, 2015, disclosing $32.06 million in liabilities. The case is assigned to Judge Robert E. Littlefield Jr. The Debtor has tapped Richard L. Weisz, Esq., at Hodgson Russ LLP, in Albany, New York, as counsel. PULTEGROUP INC: Fitch Affirms 'BB+' Issuer Default Rating --------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' Issuer Default Rating (IDR) of PulteGroup, Inc. (NYSE: PHM), and revised the Rating Outlook to Positive from Stable. Fitch has also assigned a 'BB+/RR4' rating to PHM's $500 million unsecured revolving credit facility that matures in July 2017. KEY RATING DRIVERS The revision to Positive reflects PHM's operating performance in 2014 and current financial ratios (especially leverage and coverage) which compare well vs. its peers, its solid liquidity position and favorable prospects for the housing sector in 2015 and 2016. Fitch believes that the housing recovery is firmly in place (although the rate of recovery remains well below historical levels and will likely continue to occur in fits and starts). The Outlook also takes into account the enhanced senior management team and the board's more shareholder-friendly strategy. The rating for PHM reflects the company's broad geographic and product diversity, a long track record of adhering to a disciplined financial strategy and, somewhat more recently, an at times, aggressive growth strategy (via mergers and acquisitions). The merger with Centex in August 2009 further enhanced the company's broad geographic and product line diversity. Centex's significant presence in the first move-up and especially the entry-level categories complemented PHM's strength in both the move-up and active adult segment. PHM's Del Webb (active adult) segment is perhaps the best recognized brand name in the homebuilding business. The company also did a good job in reducing its inventory and generating positive operating cash flow during the severe housing downturn from 2007 through 2011 and since then. PHM's future ratings and Outlook will be influenced by broad housing market trends as well as company-specific activity such as land and development spending, general inventory levels, speculative inventory activity (including the impact of high cancellation rates on such activity), gross and net new-order activity, debt levels and free cash flow trends and uses. DEBT AND LIQUIDITY The affirmation also takes into account the company's successful execution of its debt repayment strategy following the merger with Centex in August 2009 and more recently. Subsequent to the merger the company repurchased $1.5 billion of senior notes through a tender offer. PHM also retired $898.5 million in debt in 2010, $323.9 million in 2011, $592.4 million in 2012, $462 million in 2013 and $245.7 million in 2014. Remaining debt maturities are well laddered with $236.4 million scheduled to mature in 2015 and $462 million due in 2016. PHM ended 2014 with $1.29 billion of unrestricted cash and equivalents and $1.82 billion of senior notes. The reduced debt and growing profitability have enabled the company to improve its debt/EBITDA ratio from 14.3x at the end of 2010 to 2.05x at the end of 2014. During that same period, interest coverage improved to 6.7x from 0.9x. As a cost saving measure and to provide increased operational flexibility, PHM voluntarily terminated its $250 million unsecured revolving credit facility effective March 30, 2011. Then on July 23, 2014, PHM entered into a senior unsecured RCF that matures on July 21, 2017. The facility provides for maximum borrowings of $500 million and contains an uncommitted accordion feature that could increase the size of the facility to $1 billion. As is the case with other public homebuilders, PHM is using the liquidity accumulated over the past few years to expand its land position and trying to acquire land at attractive prices. In late July 2013, the board of directors reinstituted a quarterly dividend ($0.05 per share). The board had eliminated the $0.04 per share quarterly dividend in November 2008 to conserve cash. In October 2014, Pulte's board declared a 60% increase in its quarterly dividend to $0.08 per share. Pulte also announced in October that its board approved a share repurchase authorization of $750 million. As of third quarter end $85 million was available under its earlier repurchase authorization. Management has indicated that its first priority in allocating capital is to invest in its business, and then to return excess funds to shareholders in the form of dividends and share repurchases on a routine and systematic basis. PHM repurchased 12.9 million shares (cost $245.8 million) in 2014 and 7.2 million shares (cost $118.1 million) in 2013. Even with substantial land and development spending in 2015 as well as some moderate share repurchase activity and the higher dividend, Fitch expects PHM will end the year with a cash and equivalents position between $950 million and $1 billion. MARGIN ENHANCEMENT AND COST-REDUCTION EFFORT PHM has realized considerable improvement in gross profit margins, before real estate charges, from 8.7% in 2009 to 23.4% in 2014 and ongoing operational initiatives which are expected to support margins and largely counter increased competitive and cost pressures and customer mix shifts. Those initiatives include a rising share of closings from the implementation of common plans to help drive construction efficiency, pushing design, engineering and purchasing activities out to field operations to drive local costs lower, and working to ensure proper balance of pre-sold vs. lower margin speculative sales (currently 74.3% of production pre-sold, 25.7% spec). REAL ESTATE As of Dec. 31, 2014, PHM controlled 130,793 lots, of which 73.6% are owned and the remaining 26.4% controlled through options. Total lots controlled represent a 7.6-year supply of total lots based on LTM closings, while the company owns 5.6-years of lots. The company's land position has historically been longer compared to other public homebuilders due to its Del Webb operations. PHM's active adult and certain master-planned communities can take from five to seven years or longer during their build-out. During the first few years off the market bottom, the company was relatively subdued in committing to incremental land purchases because of its already sizeable land position. Of course, the acquisition of Centex in 2009 allowed the company to sharply increase its land position. PHM spent $750 million on land and development in 2009, while Centex spent roughly $200 million. PHM spent $980 million on land and development in 2010 and $1.04 billion in 2011. The company paid out $924 million for land and development in 2012 - roughly 1/3 for land and 2/3 for development activities. PHM spent approximately $1.3 billion on real estate in 2013 with roughly 40% for land and 60% for development. For full year 2014 the company spent $1.8 billion on real estate: about 50% for land and 50% on development. This was approximately $200 million below the board's authorization level. The board has authorized $2.4 billion in real estate expenditures for 2015 with more than 50% targeted for development activities. (For perspective, PHM alone spent $4.6 billion on land and development in 2006.) PHM continues to have meaningful development expenditures, partially due to its Del Webb active adult (retiree) operations, but largely related to its Pulte brand. Currently, fewer developed lots are available to buy; thus, more raw land, which will require development spending, is being acquired for its Pulte and Centex brands. This is also the case for other homebuilders. Fitch is comfortable with PHM's land strategy given the company's cash position, debt maturity schedule, proven access to the capital markets, and management's demonstrated discipline in pulling back on its land and development activities during periods of distress. Additionally, Fitch expects management to be disciplined with the uses of its cash, refraining from significant share repurchases or one-time dividends to its stockholders that would meaningfully deplete its liquidity position. THE INDUSTRY Housing metrics increased 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 (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 1.5pp 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 647,400 and multifamily volume grew 16% to 355,600. Thus, total starts in 2014 were 1.003 million. New home sales were up 1.9% to 437,000, while existing home volume was off 3% to 4,940 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 5.7% in 2014, while median home prices advanced approximately 5.5%. 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 (averaging 5.8% in 2015). Credit standards should steadily, moderately ease 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. Single-family starts are forecast to rise about 17.5% to 760,000 as multifamily volume expands 7% to 381,000. Total starts would be in excess of 1.1 million. New home sales are projected to increase about 18% to 515,000. Existing home volume is expected to approximate 5.152 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. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Industry single-family housing starts improve 17.5%, while new and existing home sales grow 18% and 4.3%, respectively, in 2015; -- PHM's revenues increase mid-single digit and homebuilding EBITDA margins slightly erode this year; -- The company's debt/EBITDA approximates 2x and interest coverage exceeds 7x by year-end 2015; -- PHM spends in excess of $2 billion on land acquisitions and development activities this year; -- The company maintains a healthy liquidity position (above $1 billion with a combination of unrestricted cash and revolver availability). RATING SENSITIVITIES Additional positive rating actions leading to a low investment grade rating may be considered if the recovery in housing appears likely for the next few years and meets or exceeds Fitch's current outlook, PHM at least maintains current credit metrics (particularly debt-to-EBITDA of 2x and interest coverage at or above 7x) and the company preserves a substantial liquidity position. A negative rating action could be triggered if the industry recovery dissipates; PHM's 2015 revenues drop in the high-teens while the EBITDA margins decline below 12%; and PHM's liquidity position falls sharply, perhaps below $500 million, as the company pursues overly aggressive shareholder-friendly actions (e.g. dividends, share repurchase). Fitch affirms the following ratings for PHM: PulteGroup, Inc.: -- Long-term IDR at 'BB+'; -- Senior unsecured notes at 'BB+/RR4'. Centex Corp.: -- Long-term IDR at 'BB+'; -- Senior unsecured debt at 'BB+/RR4'. Fitch has also assigned a 'BB+/RR4' rating to the company's $500 million unsecured revolving credit facility. The Rating Outlook is Positive. In accordance with Fitch's updated Recovery Rating (RR) methodology, Fitch is now providing RRs to issuers with IDRs in the 'BB' category. The 'RR4' for PHM's senior unsecured debt supports a rating of 'BB+', the same as PHM's IDR, and reflects average recovery prospects in a distressed scenario. REED AND BARTON: Seeks Schedules Filing Extension Thru March 18 --------------------------------------------------------------- Reed and Barton Corporation filed a motion asking the U.S. Bankruptcy Court for the District of Massachusetts to enter an order extending the time by which it must file its schedules of assets and liabilities and statement of financial affairs from March 4, 2015 to March 18, 2015. Counsel to the Debtor, Lynne B. Xerras, Esq., at Holland & Knight LLP, explains that while the Debtor is mobilizing its employees to work diligently and expeditiously on the preparation of the Schedules, the Debtor's staff is simultaneously engaged in a number of competing time sensitive tasks associated with the bankruptcy filing, as well as the day to day business of the company. Reed and Barton anticipates that it requires additional time to accurately prepare the Schedules, once it and its consultants at Verdolino & Lowey "close" the books for the prepetition period; account for all of the invoices relating to prepetition shipments of goods and delivery services that will be received over the next several days; track goods in transit; and values the Debtor's as of the Petition Date. About Reed and Barton Founded in 1824, Reed and Barton Corporation is a designer and distributor of high quality silverware and tableware, along with flatware, crystal drinkware, picture frames, ornaments, and baby giftware. Reed and Barton, which sells products with the Reed & Barton, Lunt, R&B EveryDay, and Williamsburg brands, is based in Taunton, Massachusetts. The privately held company's stock is owned by 28 record shareholders who either are descendants of Henry Reed or trusts for their benefit. Aside from selling its products in department stores and TV shopping networks, the company has an on-site factory store in Taunton and a showroom in Atlanta, Georgia. Reed and Barton sought Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 15-10534) in Boston, Massachusetts, on Feb. 17, 2015. The case is assigned to Judge Henry J. Boroff. The Debtor has tapped Holland & Knight, in Boston, as counsel; Financo, LLC, as investment banker; and Verdolino & Lowey, P.C., as accountant. The Debtor estimated $10 million to $50 million in assets and debt. RIVER CITY RENAISSANCE: Plan Filing Exclusivity Extended Thru June ------------------------------------------------------------------ River City Renaissance, LC, and River City Renaissance III, LC, obtained Bankruptcy Court approval of their second motion for an extension of their exclusive periods to propose a plan. At the behest of the Debtors, Judge Keith L. Phillips extended the Debtors' exclusive period to file a plan until June 26, 2015, and the exclusive period to solicit acceptances of the plan through and including Aug. 25, 2015. About River City Renaissance Richmond, Virginia-based, River City Renaissance, LC, and River City Renaissance III, LC, sought Chapter 11 protection (Bankr. E.D. Va. Case Nos. 14-34080 and 14-34081) in Richmond, Virginia, on July 30, 2014. The Debtors filed the chapter 11 cases in order to pursue an orderly liquidation of their real property assets, which are comprised of 29 residential apartment buildings in the City of Richmond, in lieu of scheduled foreclosure sales. The cases are assigned to Judge Keith L. Phillips. The Debtors tapped Spotts Fain PC, as counsel. River City Renaissance LC disclosed $27.3 million in assets and $29.2 million in liabilities as of the Chapter 11 filing. Renaissance III estimated less than $10 million in assets and debts. SAN JUAN RESORT: Beach Hotel Owner for Ch. 11 with $33M in Debt --------------------------------------------------------------- San Juan Resort Owners Inc. filed together with its bankruptcy petition its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $11,000,000 B. Personal Property $1,734,355 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $17,563,042 E. Creditors Holding Unsecured Priority Claims $929,627 F. Creditors Holding Unsecured Non-priority Claims $14,459,440 ----------- ----------- TOTAL $12,734,355 $32,952,109 The Debtor owns a parcel of land of 1,637 square meters, with commercial property known as the San Juan Beach Hotel, a 96-room hotel. The hotel is located at 1045, Ashford Avenue, Condado, San Juan, Puerto Rico. The Debtor said the property is worth $11 million based on appraised value. Banco Popular de Puerto Rico is owed $17.5 million, of which $6.56 million is unsecured. According to the statement of financial affairs, the Debtor had $630,500 of income from business operations in the year ended March 31, 2013, $600,000 in fiscal year ended March 31, 2014, and $500,000 for the 11-month period ended Feb. 28, 2015. A copy of the schedules filed together with the Chapter 11 petition is available for free at: http://bankrupt.com/misc/prb15-01627_SAL.pdf San Juan Resort Owners Inc. sought Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 15-01627) in Old San Juan, Puerto Rico on March 5, 2015. The Debtor is represented by William M. Vidal, Esq., in San Juan, Puerto Rico. SHEA HOMES: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable ------------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Shea Homes L.P. to 'B+' from 'B'. The outlook is stable. At the same time, S&P assigned its 'B+' issue-level rating to the company's proposed senior unsecured notes. The recovery rating is '3', indicating S&P's expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default. S&P's recovery expectations are in the upper half of the 50% to 70% range. The upgrade reflects the company's outperformance relative to S&P's prior expectations, notably lower leverage, and stronger coverage measures. Shea plans to refinance its single bullet secured notes by splitting the debt into two separate unsecured tranches. The refinancing will significantly reduce annual interest costs, enhance financial flexibility, increase liquidity, and extend/stagger the debt maturity profile. S&P has also revised its assessment of Shea Homes' financial risk profile to "significant" from "aggressive." "The stable outlook incorporates our view that Shea Homes will continue to increase EBITDA in a slowly recovering housing market through an expanding community count that will drive further improvement in its credit measures," said Standard & Poor's credit analyst Thomas O'Toole. S&P would consider lowering the rating by one notch if leverage exceeded its expectations, such that debt to EBITDA trended above 4x and debt to capital were sustained materially above the low-50% area. S&P would also consider lowering the rating if an outcome to the potential CCM tax liability required a large cash outlay that strained liquidity or required additional debt funding. Given the company's size, scale, and book leverage relative to larger builder peers, S&P views an upgrade as unlikely in the near term. Longer-term, S&P could consider raising the rating one notch if Shea could sustain book leverage to the low 40% area, better diversify its market exposure, and demonstrate less volatility in its cash flow measures. SPIRIT AEROSYSTEMS: S&P Raises CCR to 'BB'; Outlook Positive ------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on U.S.-based aerostructures manufacturer Spirit AeroSystems Inc. to 'BB' from 'BB-'. The rating outlook is positive. At the same time, S&P raised its issue-level ratings on the company's $1.2 billion senior secured credit facility (which comprises a $650 million revolver and now $535 million term loan) to 'BBB-' from 'BB+'. The recovery rating remains '1', which indicates S&P's expectation for very high (90%-100%) recovery in a payment default scenario. S&P also raised its issue-level ratings on the company's unsecured debt to 'BB-' from 'B+'. The recovery rating remains '5', indicating S&P's expectation for modest (10%-30%) recovery in a payment default scenario at the high end of the range. "The upgrade reflects the improvement in Spirit's credit ratios in 2014, stemming from better profitability and cash flow. In addition, the company reduced a material risk to future earnings by divesting its Gulfstream wing business," said Standard & Poor's credit analyst Chris Denicolo. The rating outlook is positive. Spirit AeroSystems reduced a large amount of risk in 2014 by divesting the Gulfstream wing program and making progress in reducing costs, but the A350 is still early in its production and the company still needs to put in a long-term pricing agreement with Boeing. Standard & Poor's expects credit ratios in 2015 to moderate somewhat from very strong levels in 2014, but this depends on how the company decides to divide its cash flow among internal investment, shareholder rewards, and acquisitions. S&P could raise the rating in the next 12 months if the company is able to maintain current profitability, reach a reasonable long-term agreement with Boeing, not have any material charges on the A350 or other programs, and pursue a financial policy allows funds from operations (FFO) to debt to stay above 50%. S&P could revise the outlook back to stable if recent improvements in profitability and cash generation do not appear sustainable, a new Boeing agreement is not reached or is reached on terms that are unfavorable, the company records material charges on the A350 or other programs, or management's financial policy results in sustained FFO to debt below 45%. SUNTECH AMERICA: Creditors' Panel Hires Pepper Hamilton as Counsel ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of Suntech America, Inc. and Suntech Arizona, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Pepper Hamilton LLP as its Delaware counsel in the Debtors' Chapter 11 cases, nunc pro tunc to Jan. 22, 2015. The Committee needs Pepper Hamilton as its Delaware counsel to provide, among other things, the following services in coordination with Sheppard Mullin: (a) assist Sheppard Mullin as requested in representing the Committee; (b) advise the Committee with respect to its rights, duties and powers in these cases; (c) assist and advise the Committee in its consultations with the Debtors relating to the administration of these cases; (d) assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with the holders of claims and, if appropriate, equity interests; (e) assist the Committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and other parties involved with the Debtors, and of the operation of the Debtors' business; (f) assist the Committee in its analysis of, and negotiations with the Debtors or any other third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing transactions and the terms of a plan of reorganization or liquidation for the Debtors; (g) assist and advise the Committee as to its communications, if any, to the general creditor body regarding significant matters in these cases; (h) represent the Committee at all hearings and other proceedings; (i) review, analyze, and advise the Committee with respect to applications, orders, statements of operations and schedules filed with the Court; (j) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; (k) assist the Committee as conflicts counsel, should the need arise; and (l) perform such other services as may be required and are deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code. Pepper Hamilton will be paid at these hourly rates: David M. Fournier, Partner $720 Donald J. Detweiler, Partner $680 John H. Schanne II, Associate $425 Christopher A. Lewis, Paralegal $275 Pepper Hamilton will also be reimbursed for reasonable out-of-pocket expenses incurred. Donald J. Detweiler, partner of Pepper Hamilton, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. As required by the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. section 330 by Attorneys in Larger Chapter 11 Cases, effective Nov. 1, 2013 (the "U.S. Trustee Guidelines"), Pepper Hamilton responds to the questions set forth in Section D of the U.S. Trustee Guidelines as follows: -- Pepper Hamilton did not agree to a variation of its standard or customary billing arrangement for this engagement; -- None of the professionals included in this engagement have varied their rate based on the geographic location of these chapter 11 cases; -- Pepper Hamilton did not represent the Committee prior to the Petition Date; and -- The Committee's professionals have negotiated an acceptable budget with the Committee. The Committee has approved Pepper Hamilton's proposed rates and staffing plan. The Court for the District of Delaware will hold a hearing on the application on March 17, 2015, at 10:00 a.m. Objections were due March 10, 2015. Pepper Hamilton can be reached at: Donald J. Detweiler, Esq. PEPPER HAMILTON LLP Hercules Plaza, Suite 5100 1313 N. Market Street Wilmington, DE 19899-1709 Tel: (302) 777-6500 Fax: (302) 421-8390 E-mail: detweilerd@pepperlaw.com About Suntech America Suntech America, Inc., and Suntech Arizona, Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 15-10054 and 15-10056) on Jan. 12, 2015. Judge Christopher S. Sontchi presides over the case. Mark D. Collins, Esq., Paul Noble Heath, Esq., William A. Romanowicz, Esq., Zachary I Shapiro, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel. Upshot Services LLC is the Debtors' claims and noticing agent. The Debtors estimated their assets at between $100 million and $500 million, and their debts at between $100 million and $500 million. Headquartered in San Francisco, California, Suntech America, aka Suntech Power, an affiliate of Wuxi, China-based Suntech Power Holdings Corp., was the main operating subsidiary of the Suntech Group in the Americas and its primary business purpose was acting as an intermediary for marketing, selling and distributing Suntech Group manufactured products. SUNTECH AMERICA: Panel Hires FTI Consulting as Financial Advisor ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Suntech America, Inc. and Suntech Arizona, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain FTI Consulting, Inc. as financial advisor to the Committee, nunc pro tunc to Jan. 26, 2015. FTI will provide financial advisory services to the Committee and its legal advisor as they deem appropriate and feasible in order to advise the Committee in the course of these chapter 11 cases, including but not limited to the following: (a) assistance in the review of financial related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports; (b) assistance with the assessment and monitoring of the Debtors' short term cash flow, liquidity, and operating results; (c) assistance with the review of the Debtors' proposed key employee retention and other employee benefit programs; (d) assistance with the review of the Debtors' analysis of its assets including its intercompany assets and the potential disposition or liquidation of those assets; (e) assistance with the review of the Debtors' cost/benefit analysis with respect to the affirmation or rejection of various executory contracts and leases; (f) assistance with the review of the Debtors' identification of potential cost savings, including overhead and operating expense reductions and efficiency improvements; (g) assistance in the review and monitoring of the asset sale process, including, but not limited to an assessment of the adequacy of the marketing process, completeness of any buyer lists, review and quantifications of any bids; (h) assistance with review of any tax issues associated with, but not limited to, claims/stock trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; (i) assistance in the review of the claims reconciliation and estimation process including claims sought by affiliates of the Debtor; (j) assistance in the review of other financial information prepared by the Debtors, including, but not limited to, cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which Court approval is sought; (k) attendance at meetings and assistance in discussions with the Debtors, potential investors, banks, other secured lenders, the Committee and any other official committees organized in these chapter 11 proceedings, the U.S. Trustee, other parties in interest and professionals hired by the same, as requested; (l) assistance in the review and/or preparation of information and analysis necessary for the confirmation of a plan and related disclosure statement in these chapter 11 proceedings including work involving the wind down of the Debtor's Estates, assistance with the liquidation of assets and claims and ultimate distributions to creditors; (m) assistance in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers; (n) assistance in the prosecution of Committee responses/ objections to the Debtors' motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the Committee; and (o) render such other general business consulting or such other assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in this proceeding. FTI will be paid at these hourly rates: Senior Managing Directors $800-$925 Directors/Sr. Directors/ Managing Directors $580-$765 Consultants/Senior Consultants $300-$555 Administrative/ Paraprofessionals/Associates $125-$250 With respect to the sale of any assets owned by Suntech Arizona, Inc. (the "Arizona Assets"), FTI will provide a 50% discount on its hourly rates for work performed in connection with marketing such assets. In the event that the net sale proceeds of the Arizona Assets are greater than $900,000, FTI shall recoup such discount based on a 50% sharing arrangement (between FTI and the Debtors' estate) of any and all incremental proceeds beyond $900,000. Following the recoupment of FTI's discounted fees, and in the event additional net proceeds are available, FTI shall earn a 10% fee on all incremental proceeds (with the remaining 90% of incremental proceeds paid to the Debtors' estate). Conor Tully, senior managing director with FTI Consulting, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the District of Delaware will hold a hearing on the application on March 17, 2015, at 10:00 a.m. Objections were due March 10, 2015. FTI Consulting can be reached at: Conor Tully FTI CONSULTING, INC. Three Times Square, 11th Floor New York, NY 10036 Tel: +1 (212) 247-1010 Fax: +1 (212) 841-9350 E-mail: conor.tully@fticonsulting.com About Suntech America Suntech America, Inc., and Suntech Arizona, Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 15-10054 and 15-10056) on Jan. 12, 2015. Judge Christopher S. Sontchi presides over the case. Mark D. Collins, Esq., Paul Noble Heath, Esq., William A. Romanowicz, Esq., Zachary I Shapiro, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel. Upshot Services LLC is the Debtors' claims and noticing agent. The Debtors estimated their assets at between $100 million and $500 million, and their debts at between $100 million and $500 million. Headquartered in San Francisco, California, Suntech America, aka Suntech Power, an affiliate of Wuxi, China-based Suntech Power Holdings Corp., was the main operating subsidiary of the Suntech Group in the Americas and its primary business purpose was acting as an intermediary for marketing, selling and distributing Suntech Group manufactured products. SUNTECH AMERICA: Panel Hires Sheppard Mullin as Lead Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Suntech America, Inc. and Suntech Arizona, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Sheppard Mullin Richter & Hampton LLP as lead counsel to the Committee, nunc pro tunc to Jan. 22, 2015. The Committee requires Sheppard Mullin to: (a) advise the Committee with respect to its rights, duties and powers in these cases; (b) assist and advise the Committee in its consultations with the Debtors relating to the administration of these cases; (c) attend meetings and negotiate with representatives of the Debtors and other parties in interest; (d) assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with the holders of claims and, if appropriate, equity interests; (e) assist the Committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and other parties involved with the Debtors, and of the operation of the Debtors' business; (f) assist the Committee in its analysis of, and negotiations with the Debtors or any other third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing transactions and the terms of a disclosure statement and plan of reorganization or liquidation for the Debtors; (g) assist and advise the Committee as to its communications, if any, to the general creditor body regarding significant matters in these cases; (h) represent the Committee at all hearings and other proceedings; (i) review, analyze, and advise the Committee with respect to applications, orders, statements of operations and schedules filed with the Court; (j) negotiate with the key constituents in furtherance of the development of a chapter 11 liquidating plan, either co- sponsored, supported or not supported by the Debtors; (k) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; and (l) perform such other legal services as may be required and are deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code. Sheppard Mullin will be paid at these hourly rates: Craig A. Wolfe, Partner $690 Malani J. Cademartori, Partner $685 Evan Zisholtz, Associate $610 Shantel D. Watters, Law Clerk $335 Sheppard Mullin will also be reimbursed for reasonable out-of-pocket expenses incurred. Craig A. Wolfe, partner of Sheppard Mullin, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. As required by the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. section 330 by Attorneys in Larger Chapter 11 Cases, effective Nov. 1, 2013 (the "UST Guidelines"), Sheppard Mullin responds to the questions set forth in Section D of the UST Guidelines as follows: -- Sheppard Mullin did not agree to a variation of its standard or customary billing arrangement for this engagement; -- None of the professionals included in this engagement have varied their rate based on the geographic location of these chapter 11 cases; -- Sheppard Mullin did not represent the Committee prior to the Petition Date; and -- Sheppard Mullin intends to negotiate an acceptable budget with the Committee. The Committee has approved Sheppard Mullin's proposed rates and staffing plan. The Court for the District of Delaware will hold a hearing on the application on March 17, 2015, at 10:00 a.m. Objections were due March 10, 2015. Sheppard Mullin can be reached at: Craig A. Wolfe, Esq. SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 30 Rockefeller Plaza New York, NY 10112 Tel: (212) 653-8700 Fax: (212) 653-8701 E-mail: cwolfe@sheppardmullin.com About Suntech America Suntech America, Inc., and Suntech Arizona, Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 15-10054 and 15-10056) on Jan. 12, 2015. Judge Christopher S. Sontchi presides over the case. Mark D. Collins, Esq., Paul Noble Heath, Esq., William A. Romanowicz, Esq., Zachary I Shapiro, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel. Upshot Services LLC is the Debtors' claims and noticing agent. The Debtors estimated their assets at between $100 million and $500 million, and their debts at between $100 million and $500 million. Headquartered in San Francisco, California, Suntech America, aka Suntech Power, an affiliate of Wuxi, China-based Suntech Power Holdings Corp., was the main operating subsidiary of the Suntech Group in the Americas and its primary business purpose was acting as an intermediary for marketing, selling and distributing Suntech Group manufactured products. SURGERY CARE: Moody's Cuts New Term Loan Rating to B1 After Upsize ------------------------------------------------------------------ Moody's Investors Service lowered Surgery Care Affiliates, LLC's proposed senior secured credit facilities rating to B1 from Ba3 after the company upsized the issuing amount to $700 million from $600 million, comprised of a $250 million revolver and a $450 million term loan B. Concurrently, Moody's affirmed all existing ratings of the company including the B2 Corporate Family Rating, the B2-PD Probability of Default Rating and the existing Caa1 rating on the now proposed $250 million senior unsecured notes. Outlook remains stable. The downgrade reflects the greater amount of senior debt within the capital structure. The senior unsecured notes are now $250 million compared to the previously proposed $350 million and the senior secured term loan B has subsequently been increased by $100 million to $450 million, which leads to a one notch downgrade of the senior secured credit facilities in accordance with Moody's Loss Given Default (LGD) Methodology. The proceeds will be used to refinance SCA's existing $212 million term loan B-2, $384 million term loan B-3 and place about $94 million of cash on the balance sheet for future acquisitions. Ratings lowered and LGDs revised: -- $250 million senior secured revolver expiring 2020 to B1 (LGD 3) from Ba3 (LGD 2) -- $450 million senior secured term loan B due 2022 to B1 (LGD 3) from Ba3 (LGD 2) Ratings affirmed: -- Corporate Family Rating at B2 -- Probability of Default Rating at B2-PD -- $250 million senior unsecured notes due 2023 at Caa1 (LGD 5) -- Speculative Grade Liquidity Rating at SGL-2 Ratings to be withdrawn at closing: -- Senior secured revolving credit facility due 2016 to B2 (LGD 3) -- Senior secured term loan B due 2017 to B2 (LGD 3) -- Senior secured term loan B due 2018 to B2 (LGD 3) SCA's B2 Corporate Family Rating reflects the company's moderately high leverage, adequate interest coverage and modest free cash flow. While Moody's expects acquisitions to contribute to the company's growth, they are likely to limit debt repayment in the near term, as Moody's expects the company to use debt to fund its acquisition strategy. The rating also reflects favorable industry fundamentals over the long-term. Moody's expects insurance payers, including Medicare, to continue driving patients to less expensive providers, such as ASCs. The rating also reflects the company's strong market position, good case mix, and good liquidity. The stable rating outlook reflects Moody's expectation that the company will continue to be modest in size in terms of revenue, and maintain moderately high leverage at about 5 times. The rating could be downgrade should the company take on additional debt to fund acquisitions or if debt to EBITDA will be sustained above 6.5 times. Additionally, the ratings could be downgraded if Moody's anticipates that free cash flow will turn negative or that liquidity will deteriorate. The rating could be upgraded if the company can sustain free cash flow to debt above 8% and maintain debt to EBITDA below 5.0 times. The principal methodology used in these ratings was Global Healthcare Service Providers published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Surgical Care Affiliates, headquartered in Deerfield, Illinois, operates one of the largest networks of surgical facilities in the US, comprised of 182 surgical facilities, including ambulatory surgery centers, surgical hospitals and one sleep center as of Sep. 30, 2014. SURGICAL CARE: S&P Retains 'B+' CCR on Proposed Term Loan --------------------------------------------------------- Standard & Poor's Ratings Services revised its recovery rating on Surgical Care Affiliates Inc.'s proposed first-lien credit facilities to '4' (at the high end of the 30% to 50% range) from '3,' because the company plans to increase the size of the proposed term loan to $450 million from $350 million. This issue-level rating is unchanged at 'B+,' the same as the corporate credit rating. The proposed credit facilities will include a $250 million revolving credit facility and a $450 million term loan. In addition, the company plans on decreasing the size of the planned unsecured notes to $250 million from $350 million. The 'B-' issue-level rating on these notes are unchanged. The recovery rating on the notes also remains '6', indicating S&P's expectation of negligible (0% to 10%) recovery for lenders in the event of a payment default. Since the company is increasing the size of the proposed term loan and decreasing the size of the proposed notes by a like amount, the transaction does not impact S&P's leverage expectations or the corporate credit rating. The 'B+' corporate credit rating continues to reflect S&P's expectation that leverage will remain between 4x and 5x. The ratings also take into account the company's narrow focus in a highly competitive industry and moderate reimbursement risk. RATINGS LIST Surgical Care Affiliates Inc. Corporate Credit Rating B+/Stable/-- Recovery Rating Revised To From Surgical Care Affiliates Inc. $250 Mil. Revolving Credit Fac. B+ B+ Recovery Rating 4H 3L $450 Mil. Term Loan B+ B+ Recovery Rating 4H 3L THOBURN LIMITED: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Thoburn Limited Partnership 1630 Hunter Mill Road Vienna, VA 22182 Case No.: 15-10801 Chapter 11 Petition Date: March 9, 2015 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Hon. Robert G. Mayer Debtor's Counsel: Christopher L. Rogan, Esq. ROGANMILLERZIMMERMAN, PLLC 50 Catoctin Circle, N.E., Suite 333 Leesburg, VA 20176 Tel: (703) 777-8850 Fax: (703) 777-8854 Email: crogan@rmzlawfirm.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by John Thoburn, general partner. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/vaeb15-10801.pdf TRONOX LTD: S&P Affirms 'BB' Corp. Credit Rating, Off Watch Neg --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings on Tronox Ltd., including its 'BB' corporate credit rating, and removed them from CreditWatch, where S&P had placed them with negative implications on Feb. 4, 2015. The outlook is negative. At the same time, S&P assigned its 'BB-' issue-level rating and '5' recovery rating to Tronox Finance LLC's proposed $600 million senior unsecured notes due 2022. The '5' recovery rating indicates S&P's expectation of modest recovery (high end of the 10% to 30% range) in the event of a payment default. "The negative outlook reflects our expectation that Tronox could have some difficulty reducing pro forma debt to EBITDA below 4x in 2016 from above 5x at close," said Standard & Poor's credit analyst Seamus Ryan. "Although we believe the gradually improving conditions in the titanium dioxide industry will support management's intention to reduce leverage significantly following the close, this process could take longer than 12 to 18 months," said Mr. Ryan. The ratings on Tronox reflect S&P's assessment of the company's business risk profile as "fair" and its financial risk profile as "significant." S&P's assessment of Tronox's business risk profile as "fair" reflects S&P's view of the company's position as one of the largest and the only fully vertically integrated global producer in the highly cyclical titanium dioxide (TiO2) industry. S&P's assessment of Tronox's financial risk profile as "significant" reflects S&P's expectation that the company will focus on decreasing leverage quickly following the close of this transaction. Although credit measures will be weak in 2015, S&P believes gradual improvement in TiO2 operating conditions should support management's deleveraging plan. S&P characterizes Tronox's liquidity as "adequate." Pro forma for the acquisition, S&P expects the company's liquidity sources to cover its uses by more than 1.2x over the next 12 months. The negative outlook reflects S&P's view of the risk that Tronox will not be able to reduce debt to EBITDA below 4x, as S&P assumes in its base-case. Although S&P believes Tronox is committed to reducing leverage below 4x in 2016, S&P believes certain conditions could extend this process. S&P could lower the ratings if it expects a somewhat slower recovery in TiO2 industry conditions or a more expensive integration of the alkali chemicals business to prevent Tronox from reducing leverage below 4x in 2016. S&P could also lower ratings if the company pursues additional debt-financed acquisitions or returns to shareholders such that leverage does not meet S&P's expectations in 2016. S&P could revise its outlook to stable if the company meets S&P's base-case expectations and reduces debt to EBITDA to below 4x in 2016. S&P could also revise its outlook if the company's financial policy decisions lead to improved leverage in the absence of expected operating performance improvements. ULTIMATE NUTRITION: Committee Taps Lowenstein Sandler as Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Ultimate Nutrition, Inc. and ProStar, Inc., sought and obtained approval from the U.S. Bankruptcy Court for the District of Connecticut to retain Lowenstein Sandler LLP as counsel, effective as of Jan. 13, 2015. Lowenstein has advised the Committee that it does not hold nor represent any other entity having an adverse interest in connection with the Debtors' bankruptcy cases; is a "disinterested person" as that term is defined in 11 U.S.C. Sec. 101(14); and does not have any connections with the Debtors, and parties-in-interest. As counsel to the Committee, Lowenstein Sandler is expected to, among other things: (a) provide legal advice as necessary with respect to the Committee's powers and duties as an official committee appointed under 11 U.S.C. Sec. 1102; (b) assist the Committee in investigating the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses, potential claims and any other matters relevant to the case, to the sale of assets or to the formulation of a plan; and (c) participate in the formulation of a plan. Lowenstein will be compensated for its services on an hourly basis, and reimbursed for actual and necessary expenses related to the engagement, subject to discounts the firm agreed to provide for the benefit to the Committee as follows: John K. Sherwood and Bruce S. Nathan will invoice at the discounted hourly rate of $500 for the duration of the cases. Barry Z. Bazian (whose standard hourly rate is $340) and other professionals that may provide services in the cases will invoice at a 20% discount off of their standard hourly rates. No Lowenstein professional will invoice at an hourly rate greater than $500. About Ultimate Nutrition Ultimate Nutrition, Inc., develops and distributes nutritional supplements for body building, enhanced athletic performance and fitness. The products are sold worldwide in over 100 countries. The business was founded in 1979 by the late Victor H. Rubino, one of the top amateur power lifters in the United States at that time. The company has two facilities located in Farmington, Connecticut, one product distribution center in New Britain, Connecticut and a research and development center in West Palm Beach, Florida. Ultimate Nutrition and affiliate Prostar, Inc., sought Chapter 11 bankruptcy protection (Bankr. D. Conn. Case Nos. 14-22402 and 14-22403) on Dec. 17, 2014. On Dec. 19, 2014, the Court entered an order directing the joint administration of the Debtors' cases for procedural purposes. The Debtors have tapped Pullman & Comley, in Bridgeport, Connecticut, as counsel; LaQuerre Michaud & Company, LLC, as accountant; and Marcum LLP, as financial advisor. Ultimate Nutrition estimated $10 million to $50 million in assets and debt. The U.S. Trustee for Region 2 appointed three creditors to serve on the official committee of unsecured creditors. Mark Piper of Fonterra (USA) Inc. serves as chair to the Committee. The Committee has selected Lowenstein Sandler, LLP, to serve as its counsel, and Neubert, Pepe & Monteith, P.C. to serve as its local counsel. ULTIMATE NUTRITION: Committee Taps Neubert Pepe as Local Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Ultimate Nutrition, Inc. and ProStar, Inc., sought and obtained approval from the U.S. Bankruptcy Court for the District of Connecticut to retain the law firm of Neubert, Pepe & Monteith, P.C. ("NPM") as its local counsel effective as of Jan. 13, 2015. The Committee has requested that NPM serve as its local counsel to assist it in all aspects of the case, including: (a) assist in its investigation of the acts, conduct, assets, liabilities and financial conditions of the Debtor, the operation of the Debtor's business, and any other matters relevant to the case and the formulation of a plan of reorganization; (b) review and analyze all applications, motions, orders and schedules filed with the Court by the Debtor or third parties, advise the Committee as to their propriety, and after consultation with the Committee, take appropriate action including attendance at court hearings on behalf of the Committee; (c) confer with the accountants and any other professionals retained by the Committee, so as to advise the Committee and the Court more fully of the Debtor's operations, any sale process and any potential plan of reorganization; (d) provide other legal advice and services as are necessary to assist the Committee to perform its duties under the Bankruptcy Code. NPM will charge for its legal services on an hourly basis in accordance with its ordinary and customary rates for cases of this nature. The principal attorneys that will represent the Creditors' Committee in the Debtors' cases, along with their hourly rates, are: Attorney Hourly Rate -------- ----------- Douglas S. Skalka $360 Mark I. Fishman $360 James C. Graham $360 Corey S. Fitzgerald $285 NPM will also bill for reasonable and actual out-of-pocket expenses made on behalf of the Committee. To the best of the Committee's knowledge, and except as disclosed in an affidavit submitted by Mr. Skalka, the firm of NPM and its individual attorneys do not have any connections with the Debtor, its creditors or any other party in interest, their respective attorneys and accountants, the United States Trustee, or any person employed in the Office of the United States Trustee, except that NPM has represented TD Bank, N.A., a creditor of the Debtor, in unrelated collection matters. The fees paid by the Bank to NPM for its services amount to less than 1% of the firm's revenues in 2014. About Ultimate Nutrition Ultimate Nutrition, Inc., develops and distributes nutritional supplements for body building, enhanced athletic performance and fitness. The products are sold worldwide in over 100 countries. The business was founded in 1979 by the late Victor H. Rubino, one of the top amateur power lifters in the United States at that time. The company has two facilities located in Farmington, Connecticut, one product distribution center in New Britain, Connecticut and a research and development center in West Palm Beach, Florida. Ultimate Nutrition and affiliate Prostar, Inc., sought Chapter 11 bankruptcy protection (Bankr. D. Conn. Case Nos. 14-22402 and 14-22403) on Dec. 17, 2014. On Dec. 19, 2014, the Court entered an order directing the joint administration of the Debtors' cases for procedural purposes. The Debtors have tapped Pullman & Comley, in Bridgeport, Connecticut, as counsel; LaQuerre Michaud & Company, LLC, as accountant; and Marcum LLP, as financial advisor. Ultimate Nutrition estimated $10 million to $50 million in assets and debt. The U.S. Trustee for Region 2 appointed three creditors to serve on the official committee of unsecured creditors. Mark Piper of Fonterra (USA) Inc. serves as chair to the Committee. The Committee has selected Lowenstein Sandler, LLP, to serve as its counsel, and Neubert, Pepe & Monteith, P.C. to serve as its local counsel. ULTIMATE NUTRITION: Files Schedules of Assets and Liabilities ------------------------------------------------------------- Ultimate Nutrition, Inc., filed with the U.S. Bankruptcy Court for the District of Connecticut its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $20,157,424 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $12,658,178 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $7,226,964 ----------- ----------- TOTAL $20,157,424 $19,885,142 A copy of the schedules is available for free at: http://bankrupt.com/misc/Ultimate_Nutrition_SAL.pdf About Ultimate Nutrition Ultimate Nutrition, Inc., develops and distributes nutritional supplements for body building, enhanced athletic performance and fitness. The products are sold worldwide in over 100 countries. The business was founded in 1979 by the late Victor H. Rubino, one of the top amateur power lifters in the United States at that time. The company has two facilities located in Farmington, Connecticut, one product distribution center in New Britain, Connecticut and a research and development center in West Palm Beach, Florida. Ultimate Nutrition and affiliate Prostar, Inc., sought Chapter 11 bankruptcy protection (Bankr. D. Conn. Case Nos. 14-22402 and 14-22403) on Dec. 17, 2014. On Dec. 19, 2014, the Court entered an order directing the joint administration of the Debtors' cases for procedural purposes. The Debtors have tapped Pullman & Comley, in Bridgeport, Connecticut, as counsel; LaQuerre Michaud & Company, LLC, as accountant; and Marcum LLP, as financial advisor. Ultimate Nutrition estimated $10 million to $50 million in assets and debt. The U.S. Trustee for Region 2 appointed three creditors to serve on the official committee of unsecured creditors. Mark Piper of Fonterra (USA) Inc. serves as chair to the Committee. The Committee has selected Lowenstein Sandler, LLP, to serve as its counsel, and Neubert, Pepe & Monteith, P.C. to serve as its local counsel. UNITED GILSONITE: Amends Schedule of Unsecured Claims ----------------------------------------------------- United Gilsonite Laboratories amended Schedule F of its schedules of assets and liabilities to disclose that unsecured non-priority claims total $0. The schedules identified four creditors, all with $0 unsecured claims: Claim Creditor Nature of Claim Amount -------- --------------- ------ Comcast Trade Debt $0 E.P. Mancinelli & Associates, P.C. Trade Debt $0 George Alarm Co Inc Trade Debt $0 Stanley Convergent Security Solutions Trade Debt $0 In the prior iteration of the schedules, the Debtor disclosed $21,084,962 in assets and $3,008,688 in liabilities, including $2,982,879 in unsecured non-priority claims. About United Gilsonite Scranton, Pennsylvania-based United Gilsonite Laboratories is a small family-owned corporation engaged in the manufacturing of wood and masonry finishing products and paint sundries. United Gilsonite filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 11-02032) on March 23, 2011, to address asbestos- related claims. UGL is best known for Drylok, a leak-prevention and waterproofing compound, and Zar wood finish. Judge Robert N. Opel, II, oversees the case. Mark B. Conlan, Esq., at Gibbons P.C., serves as the Debtor's bankruptcy counsel. Joseph M. Alu & Associates P.C. serves as accountants. K&L Gates LLP serves as special insurance counsel. Garden City Group is the claims and notice agent. The Company disclosed $21,084,962 in assets and $3,008,688 in liabilities as of the Chapter 11 filing. Roberta A. DeAngelis, United States Trustee for Region 2, appointed five creditors to serve on an Official Committee of Unsecured Creditors. Montgomery, McCracken, Walker & Rhoads, LLP, represents the Committee. The Committee retained Legal Analysis Systems, Inc., as its consultant on the valuation of asbestos liabilities. James L. Patton, Jr., has been appointed as legal representative for future holders of personal injury or wrongful death claims based on alleged exposure to asbestos and asbestos-containing products. He retained Young Conaway Stargatt & Taylor LLP as his attorneys. Charter Oak Financial Consultants LLC serves as financial advisor to the Unsecured Creditors Committee and the Future Claimants Representative. UNIVERSAL COOPERATIVES: Seeks June 8 Extension of Plan Filing Date ------------------------------------------------------------------ Universal Cooperatives, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to further extend the period by which they have exclusive right to file a plan through and including June 8, 2015, and the period by which they have exclusive right to solicit acceptances of that plan through and including Aug. 4, 2015. The Debtors' current plan filing period expired on March 9. The Debtors tell the Court that they need more time to file their plan as they have actively engaged the Official Committee of Unsecured Creditors and its advisors in making critical decisions particularly in relation to the material source of distribution under an eventula Chapter 11 plan. The Debtors say they need more time to negotiate and finalize a plan of liquidation and collaborate with the Committee in conjunction with that plan. The Debtors are represented by Robert S. Brady, Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware; and Mark L. Prager, Esq., Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley & Lardner LLP, in Chicago, Illinois. 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. VALEANT PHARMACEUTICALS: S&P Assigns 'BB' Rating on $1BB Term Loan ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'BB' issue-level ratings to Laval, Quebec-based pharmaceutical company Valeant Pharmaceuticals International Inc.'s proposed issuance of $1 billion term loan A maturing in 2020 and $4.550 billion term loan B maturing 2022. At the same time, S&P placed these ratings on CreditWatch with positive implications. S&P assigned a recovery rating of '2' to these notes, reflecting its expectation for substantial recovery (70% to 90%; at the higher end of the range) on these obligations in the event of a payment default. S&P expects to revise the recovery rating on the company's secured debt to '1' from '2' and to raise the issue-level rating to 'BB+', from 'BB' when the Salix acquisition is consummated. This improvement stems from S&P's expectation that pro forma for the transaction secured debt will be a smaller proportion of the total debt and that about 95% of the company's EBITDA will be at guaranteeing entities (compared with our previous assumption of about 70% following the Bausch & Lomb transaction). The company plans to use the proceeds of this new debt for the acquisition of Salix Pharmaceuticals Ltd. S&P's 'BB-' corporate credit rating on Valeant reflects S&P's assessment of the company's business risk as "satisfactory" and the financial risk profile as "aggressive". The outlook is stable. The satisfactory business risk assessment reflects the company's, broad geographic, therapeutic, product, and payer diversification and strong profitability as characterized by margins of over 40%. The business risk also incorporates the company's low level of investment in R&D and an acquisition-driven growth strategy, as well as the elevated operational risks associated with integrating the steady stream of acquisitions and managing a large portfolio of small products. The aggressive financial risk profile reflects adjusted debt leverage in the range of 4x to 5x, over time, after incorporating 500 basis points of incremental R&D and other expenditures which S&P believes are needed to sustain positive organic growth over the longer term. S&P estimates adjusted debt leverage of about 6x for 2015, improving to about 4.4x for 2016. The rating also reflects a one-notch negative impact stemming from the company's financial policies. This relates to the company's tolerance for intermittently increasing debt leverage above current levels and its strategy of pursuing rapid growth through acquisitions. RATINGS LIST Valeant Pharmaceuticals International Inc. Corporate Credit Rating BB-/Stable/-- New Rating Valeant Pharmaceuticals International Inc. Secured $1 Bil. Term Loan A Due 2020 BB/Watch Pos Recovery Rating 2H $4.550 Bil. Term Loan B Due 2022 BB/Watch Pos Recovery Rating 2H [*] Hogan Lovells Expands NY Office with Ron Silverman ------------------------------------------------------ Hogan Lovells announced on March 2 that Ron Silverman has joined its Finance practice as a Business Restructuring and Insolvency (BRI) partner. He will reside in the firm's New York office. Silverman previously practiced as a partner with Bingham McCutchen. His practice is focused on the representation of financial institutions, hedge funds, and other sophisticated investors, in the context of financial restructurings, insolvencies, and distressed acquisitions. He has handled Chapter 11 and Chapter 15 work on both the Debtor and creditor side. A significant portion of his practice involves cross-border transactions whose geographic scope spans South America, Europe, the Middle East, Africa, and Asia, with a particular focus in China. He also has experience in restructuring transactions with a concentration in the oil and gas industry. "Ron's practice and expertise further diversifies our already established BRI practice in New York," said Sharon Lewis, global Finance practice group leader. "His focus in the oil and gas industry will be an incredible asset as restructurings in the industry are expected to increase in the next few years, both in the United States and abroad." "Hogan Lovells' global platform and the support of the cross-border BRI practice provide an ideal opportunity to better serve my client base," said Silverman. "As we see an increase in the numbers of cross-border restructurings, I am looking forward to working alongside such a prominent and forward-thinking global team." Silverman received his J.D. from University of Connecticut School of Law and his B.A. with honors from Trinity College. Mr. Silverman may be reached at: Ronald Silverman, Esq. HOGAN LOVELLS US LLP 875 Third Avenue New York, NY 10022 Tel: (212) 918-3880 Fax: (212) 918-3100 E-mail: ronald.silverman@hoganlovells.com About Hogan Lovells Hogan Lovells is a leading global legal practice providing business-oriented legal advice and high-quality service across its exceptional breadth of practices to clients around the world. "Hogan Lovells" or the "firm" is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP. For more information, see www.hoganlovells.com. [*] Junk Defaults and Recoveries Little Changed in 2014 ------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Moody's Investors Service said the number of junk-rated companies to default in 2014 was little changed from the year before. Similarly, creditor recoveries last year closely matched those of 2013. According to Bloomberg, Moody's recorded 53 defaults in 2014, totaling $68.9 billion in bonds and loans. The year before, 69 companies defaulted on $55.2 billion of debt, the Bloomberg report said. Measured by post-default trading prices, Moody's reported that the 2014 recovery on senior unsecured bonds was 43.3 percent, down from 43.8 percent in 2013, the Bloomberg report added. [*] S&P Applies New Mortgage Insurance Criteria to Mortgage Insurer ------------------------------------------------------------------- Standard & Poor's Ratings Services said that it has reviewed its ratings on 12 (sub)groups consisting of 21 mortgage insurance companies primarily in Australia and the U.S. S&P has applied its new ratings criteria for mortgage insurers, which it published on RatingsDirect on March 2, 2015. Following the review, there were one downgrade and three upgrades among the (sub)groups as well as a few outlook changes. The ratings action on Hong Kong-based QBE Mortgage Insurance (Asia) Ltd. is due to the change in its group status to highly strategically important and the rating action on its parent group, QBE Lenders' Mortgage Insurance Ltd. S&P is also publishing analytical reports on each of the rated mortgage insurance (sub)groups included in this release. At the same time, under the criteria for rating mortgage insurers, S&P assigned insurance industry and country risk assessments (IICRAs) to mortgage insurance sectors of Australia, Canada, and the U.S. IICRA is one of the factors in S&P's assessment of an insurer's business risk profile. The business risk profile, in turn, is one of the key components of S&P's rating methodology. S&P is publishing individual reports on each of these countries. RATINGS LIST Ratings Affirmed Essent Guaranty Inc. Counterparty Credit Rating Financial Strength Rating BBB+/Stable/-- Genworth Mortgage Insurance Corp. Counterparty Credit Rating Financial Strength Rating BB-/Positive/-- Genworth Residential Mortgage Insurance Corp. of North Carolina Financial Strength Rating BB-/Positive/-- Genworth Financial Mortgage Insurance Pty Ltd. Counterparty Credit Rating Financial Strength Rating A+/Developing/-- Genworth Financial Mortgage Insurance Pty Ltd. (NZ Branch) Financial Strength Rating A+/Developing/-- Genworth Financial Mortgage Indemnity Ltd. Counterparty Credit Rating Financial Strength Rating A-/Developing/-- MGIC Australia Pty Ltd. Counterparty Credit Rating Financial Strength Rating BBB-/Stable/-- Westpac Lenders Mortgage Insurance Ltd. Counterparty Credit Rating Financial Strength Rating AA-/Stable/-- Rating Affirmed; Outlook Revised To From MGIC Investment Corp. (Unsolicited Ratings) Counterparty Credit Rating B+/Positive/-- B+/Stable/-- MGIC Indemnity Co. Counterparty Credit Rating Financial Strength Rating BB+/Positive/-- BB+/Stable/-- Mortgage Guaranty Insurance Corp. Counterparty Credit Rating Financial Strength Rating BB+/Positive/-- BB+/Stable/-- Mortgage Risk Management Pty Ltd. Counterparty Credit Rating Financial Strength Rating BBB-/Stable/-- BBB-/Negative/-- Upgraded To From Arch Mortgage Insurance Co. Counterparty Credit Rating Financial Strength Rating A-/Positive/-- BBB+/Positive/-- Radian Group Inc. Counterparty Credit Rating B/Positive/-- B-/Positive/-- Radian Guaranty Inc. Counterparty Credit Rating Financial Strength Rating BB/Positive/-- BB-/Positive/-- Radian Mortgage Assurance Inc. Counterparty Credit Rating Financial Strength Rating BB/Positive/-- BB-/Positive/-- Radian Mortgage Insurance Inc. Counterparty Credit Rating Financial Strength Rating BB/Positive/-- BB-/Positive/-- United Guaranty Residential Insurance Co. Counterparty Credit Rating Financial Strength Rating A/Stable/-- A-/Stable/-- United Guaranty Mortgage Indemnity Co. Financial Strength Rating A/Stable/-- A-/Stable/-- Downgraded; Outlook Action To From QBE Lenders' Mortgage Insurance Ltd. Counterparty Credit Rating Financial Strength Rating A+/Stable/-- AA-/Negative/-- QBE Mortgage Insurance (Asia) Ltd. Counterparty Credit Rating A/Stable/-- A+/Negative/-- Financial Strength Rating A/Stable/-- A+/Negative/-- Greater China Regional Scale cnAA+/-- cnAAA/-- This unsolicited rating(s) was initiated by Standard & Poor's. It may be based solely on publicly available information and may or may not involve the participation of the issuer. Standard & Poor's has used information from sources believed to be reliable based on standards established in our Credit Ratings Information and Data Policy but does not guarantee the accuracy, adequacy, or completeness of any information used. ********* 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 ***