/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150331.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, March 31, 2015, Vol. 19, No. 90 Headlines ADS TACTICAL: Moody's Alters Outlook to Negative & Affirms B3 CFR ALCO CORP: Issues with Bonding Cos Resolved, Asks Final Decree ALCO CORP: Real Estate Transferred to Betteroads Group ALCO STORES: Allegro Media Appointed as Committee Member ALLEGHENY TECH: Collateralization No Impact on Moody's Ba1 Rating ALLEN SYSTEMS: CRO Employment Hearing Continued ALLEN SYSTEMS: Wins Approval of Ch. 11 Plan ALLY FINANCIAL: DBRS Assigns 'BB' Rating to $1.25BB Senior Notes ALONSO & CARUS: Files for Chapter 11 with $15M in Debt AMERICAN INT'L: Greenberg Says Bailout Terms Cheated Stockholders ATLANTIC BROADBAND: S&P Affirms 'BB-' Corp. Credit Rating BARRACK'S ROW: Legal Dispute Over Restaurant Group Ends with Deal BERNARD L. MADOFF: Picard Pushes $54-Mil. Clawback Suit vs. Shapiro BERNARD L. MADOFF: PwC Challenges Class Certification BERNARD L. MADOFF: Trustee Evades Sanctions Over Clawback Claim BINDER & BINDER: Committee Taps Getzler Henrich as Finc'l Advisor BINDER & BINDER: Gets Final Approval of $6-Mil. Replacement Loan BPZ RESOURCES: Still In Talks for $38MM DIP Loan From Noteholders BRAFFITS CREEK: David F. Winterton Withdraws as Counsel of Record BRIAN BENNER PC: Case Summary & 20 Largest Unsecured Creditors BRIAR'S CREEK: April 24 Established as General Claims Bar Date BRIAR'S CREEK: Disclosure Statement Hearing on Wednesday BRIAR'S CREEK: Sale Hearing on April 29; Objections Due April 20 BRIAR'S CREEK: US Trustee Unable to Form Creditors' Committee CAESARS ENTERTAINMENT: Nev. Casino Regulators Scold Co. for Ch. 11 CAESARS ENTERTAINMENT: Noteholders Object to Employment Requests CAESARS ENTERTAINMENT: Richard Davis Appointed as Ch. 11 Examiner CAESARS ENTERTAINMENT: Warns Creditor Suit May Endanger Bankruptcy CAISSON LABORATORIES: Tri-Park Lease Terminated Before Bankrutpcy CALIFORNIA COMMUNITY: March 31 Hearing on Cash Collateral Use COLLAVINO CONSTRUCTION: CCCL Files Schedules of Assets & Debt COMPRESSUS INC: Voluntary Chapter 11 Case Summary CONNIE STEVENS: Can Sell Wyoming Home CRAFT INTERNATIONAL: Judge Approves Deal for Founder's Widow CROSSFOOT ENERGY: Plan Filing Extended to June 15 DEAN FOODS: Revolver Refinancing No Impact on Moody's B1 CFR DEAN FOODS: S&P Affirms BB- Corp. Credit Rating; Outlook Stable DELTA PRODUCE: Tex. Judge Won't Review Ruling on PACA Counsel Fees DEMCO INC: US Trustee to Hold Creditors' Meeting June 22 DENDREON CORP: Donahue Group Seeks Equity Committee Appointment DEX MEDIA: KPMG LLP Expresses Going Concern Doubt DORAL FINANCIAL: US Trustee Forms Creditors' Committee EAST JEFFERSON HOSP: S&P Lowers Rating on $162.5MM Bonds to 'BB' EGALET CORP: Grant Thornton Expresses Going Concern Doubt ENDICOTT INTERCONNECT: EI Transportation Seeks Case Dismissal ENDICOTT INTERCONNECT: Liquidating Plan Declared Effective EXIDE TECHNOLOGIES: Court Signs Ch. 11 Plan Confirmation Order EXIDE TECHNOLOGIES: Lenders Agree to Extend DIP Maturity Date EXIDE TECHNOLOGIES: To Spend $4MM to Curb Air Pollution at Plant FAMILY CHRISTIAN: Publishers Sue for Books, DVDs FCC HOLDINGS: Gets Court Approval for Great Hill Settlement FEDERAL RESOURCES: Aspen Land Balks at Consolidation of Cases FENDER MUSICAL: S&P Affirms 'B' CCR & Revises Outlook to Positive FLINTKOTE COMPANY: Deadline to Remove Suits Extended to Aug. 31 FOODS INC: AWG Affiliates Designated as Purchasers GANNON INTERNATIONAL: Dist. Court Won't Revive Chapter 11 Case GBG RANCH: Benavides Balks at Broker's Fee Application GBG RANCH: Schoenbaum Curphy Approved as Special Trust Counsel GENERAL MOTORS: Shield in Doubt as Judge Mulls Ending Bar on Suits GGW BRANDS: Ch. 11 Liquidating Plan Approved HIPCRICKET INC: Seeks Nod for Rust Omni as Admin. Advisor HRK HOLDINGS: Plan Filing Deadline Extended to August 4 IBCS MINING: Gets Approval to Sign Mining Deals With MRI, Randall ICEBOXX LLC: Case Summary & 15 Largest Unsecured Creditors INTERVAL ACQUISITION: Moody's Assigns Ba2 CFR, Outlook Stable INTERVAL LEISURE: S&P Assigns 'BB+' CCR; Outlook Stable IVEDA SOLUTIONS: AWC Expresses Going Concern Doubt IVEYFUND LLC: Dist. Court Rejects Appeal From Stay Relief Order JAMES RIVER: Hires Motleys Asset to Market Miscellaneous Property JASON MARKETING: Case Summary & 20 Largest Unsecured Creditors JEFFREY SWARTZ: Cts Split on Jurisdiction for Stay-Violation Suit JHK INVESTMENTS: March 31 Hearing on Bid for Plan Extension KARMALOOP INC: Court Issues Joint Administration Order KARMALOOP INC: Has Interim Authority to Tap $5MM DIP Loan KINGSTON TOBACCO: Alter Ego Claims Disappear Once Trustee Settles LEHMAN BROTHERS: Fights for Stake in $63-Mil. Foreclosed Hotel Loan LIFE PARTNERS: Files Schedules of Assets and Liabilities LIFE PARTNERS: Says Committee Members Are Creditors of Affiliate LIFESTYLE LIFT: Collapse Shows Challenge in Running Low-Cost Biz MARY SANTIAGO: NYC Landlords Can't Touch Rent-Controlled Flats MAUDORE MINERALS: CCAA Stay Extended to June 14 MITEL NETWORKS: Moody's Affirms B2 CFR & Rates New Debt Ba3 MJS LAS CROABAS: Ocean Club HOA May Not Pay Sanctions to FDIC NATROL INC: Replies to Nature's Products Disclosure Objections NATURAL PORK: Hires Halderman as Real Estate Agent & Auctioneer NII HOLDINGS: Can Obtain $350-Mil. in Postpetition Financing NII HOLDINGS: Files Amended NII Mexico Purchase and Sale Agreement NII HOLDINGS: Multiple Parties Object to Noteholders' Mediation Bid NNN 1818: Court Closed Bankruptcy Cases of Three Debtors NY MILITARY ACADEMY: March 31 Final Hearing on ITG DIP Financing NY MILITARY: Ambow Education Proposes More Favorable Loan Package ODYSSEY MARINE: Ferlita Walsh Expresses Going Concern Doubt OLIN CORP: Chlor-Alkali Acquisition No Impact on Moody's Ba1 Rating OLIN CORP: S&P Puts 'BB+' CCR on CreditWatch Negative OPTIM ENERGY: Dismissal of Walnut Creek's Standing Motion Upheld PENN PRODUCTS: Moody's Assigns Ba2 Rating to $700MM Secured Debt PITT PENN: Trustee Says Bid to Revoke Plan Confirmation Deficient PLATTSBURG SUITES: Lender Wants to Investigate Affiliations RADIOSHACK CORP: Creditors Demand Access in Officer Probe RADIOSHACK CORP: Gets Final Approval to Obtain $285MM in DIP Loan RADIOSHACK CORP: Refutes U.S. Trustee's Scrutiny Over Professionals RADIOSHACK CORP: Salus Sues Hedge Funds for $129-Mil. Payback RANCH 967: Taps Hohmann Taube as Counsel RIENZI & SONS: Names MSC as Financial Advisors RIENZI & SONS: Taps Ballon Stoll as Bankruptcy Counsel SABRE HOLDINGS: S&P Assigns 'B+' Rating on $530MM Sr. Sec. Notes SAN BERNARDINO, CA: Reveals Details of Deal with CalPERS SEASIDE ENGINEERING: 11th Cir. Upholds Approval of Amended Plan SHRI SAIBABA: America's Best Value Inn Worth $820,000, Court Says SIERRA RESOURCE: Chapter 11 Petition Filed STANDARD REGISTER: U.S. Trustee Objects to Proposed Break-Up Fee TOLLENAAR HOLSTEINS: Court Approves Appointment of Ch. 11 Trustee TOLLENAAR HOLSTEINS: Motion to Use Cash Collateral Deemed Moot TOUSA INC: Jefferies Claim Has Senior Status, 11th Circuit Says TRAVEL LEADERS: Moody's Assigns B1 Rating to Upsized Term Loan TRIGEANT HOLDINGS: BTB Refining's Lost Profit Claim Pegged at $0 TRILOGY ENERGY: S&P Lowers Corp. Credit Rating to 'B' TROY NIELSEN: Judge Rules on Bid to Dismiss Suit v. Dane Field VARIANT HOLDING: Deadline to Remove Suits Extended to July 24 VARIANT HOLDING: Gets Approval to Sell Subsidiary Assets to LRP VARIANT HOLDING: Resolves Dispute Over Ownership of Royal FX Asset VERMILION ENERGY: S&P Affirms 'BB-' Corp. Credit Rating VIVEVE MEDICAL: Burr Pilger Expresses Going Concern Doubt [*] Bill Pushes for Possible Municipal Bankruptcies in Illinois [*] Greenberg Expands Chicago Litigation Practice with 2 Attorneys [*] Judge Thomas McNamara Named Bankruptcy Judge for Colorado [*] Moody's Says B3 Neg. & Lower Corporate Ratings List Increases [*] Moody's Says North American Corporate Credit Quality Worsens [*] Pillsbury Bolsters West Coast Insolvency & Restructuring Unit [*] Reed Smith Adds Bankruptcy Partner, Energy Counsel in Singapore [^] Large Companies With Insolvent Balance Sheet ********* ADS TACTICAL: Moody's Alters Outlook to Negative & Affirms B3 CFR ----------------------------------------------------------------- Moody's Investors Service changed ADS Tactical, Inc. ("ADS")'s rating outlook to negative from stable. The change in outlook is based on the near-term maturity of the company's senior secured revolving credit facility due March 25, 2016. Concurrently, Moody's affirmed ADS' ratings including its B3 Corporate Family Rating, B3-PD Probability of Default Rating and Caa1 rating on its senior secured notes due 2018. Ratings affirmed: -- Corporate Family Rating, at B3 -- Probability of Default Rating, at B3-PD -- $275 million ($265 million outstanding) senior secured notes due 2018, at Caa1 (LGD-4) -- Outlook, Negative from Stable The affirmation of ADS' B3 corporate family rating ("CFR") reflects the sizable concentration of the company's sales with the Department of Defense ("DoD") that leaves the company exposed to lower defense spending levels. In our view, leverage is likely to remain elevated at above the 6.0 times debt/EBITDA level (on a Moody's adjusted basis). Operating performance is not expected to improve meaningfully given continued lower defense outlays than in recent years. However, EBITDA is expected to remain relatively stable after having experienced a meaningful reduction approximately three years ago as a result of lower troop levels and lower margins on new product offerings. There is a degree of working capital variation on a quarterly basis. Counterbalancing these factors is the company's well-managed execution of its niche DoD brokerage and logistics business model. In addition, the company has put greater emphasis on realigning its sales force that has benefitted operating results. The negative outlook reflects the company's weak liquidity profile stemming from the near-term maturity of its revolving credit facility. Ratings could be downgraded if the company's liquidity position deteriorates including higher than anticipated revolver borrowings due to continued negative free cash flow and /or credit metrics weakening such that Moody's adjusted debt/EBITDA exceeds 7.0x and/or interest coverage falls well below 1.0 times. The outlook could be stabilized if the company addresses the upcoming maturity of its revolver due March 2016. Upward ratings momentum is unlikely over the next year given the company's highly leveraged capital structure. A ratings upgrade would be considered if, in addition to strengthening the company's liquidity profile including positive free cash flow generation, ADS uses cash flow to pay down debt such that Moody's adjusted debt/EBITDA improves to and is sustained below 6.0 times. The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 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. ADS Tactical Inc. ("ADS"), through its operating subsidiary Atlantic Diving Services, Inc. headquartered in Virginia Beach, VA, is a provider of logistics and supply chain solutions for the U.S. Department of Defense and Department of Homeland Security as well as various federal agencies including the Department of Justice, law enforcement and first responders. ALCO CORP: Issues with Bonding Cos Resolved, Asks Final Decree -------------------------------------------------------------- Alco Corporation is asking the U.S. Bankruptcy Court for the District of Puerto Rico to enter a final decree closing its Chapter 11 case. Bankruptcy Judge Mildred Caban Flores in Puerto Rico issued an opinion and order on March 11, 2013, confirming the Amended Chapter 11 Plan of Reorganization filed by Alco Corporation. The Plan considers the full payment of all administrative, secured creditors and priority claims and a 50% dividend to the general unsecured creditors on monthly installments within 5 years from the effective date. The Debtor on Jan. 12, 2015, filed a supplement to its confirmed Plan. The Debtor filed the supplement after it reached a settlement with PRAPI, Travelers Casualty and Surety Company, Reliance Insurance Company, MAPFRE PRaico Insurance Company (collectively, "Bonding Companies"), and Betteroads Asphalt Corporation, Petroleum Emulsion Manufacturing Corporaption and Betterrecycling Corporation (collectively the "Betteroads Group") reached and filed a settlement agreement in order to resolve all contested matters between the parties. A copy of the supplement is available for free at: http://bankrupt.com/misc/AlcoCorp_P_Conf_Plan_Changes.pdf On Jan. 13, 2015, the Court entered an order providing that the Debtors will be required to submit an amended supplement that will indicate how other creditors will be affected and will be filed with ballots for votes. In the case of any changes in votes, the Debtor had until Feb 17, 2015, to submit new tabulations. The Debtor filed a new computation of ballots in considered with its proposed plan to take into account creditors who changed their votes. According to the tabulation, as to class 8, five creditors holding $28,578 in claims accepted the Plan, while four creditors holding $34,696 in claims rejected the Plan. Creditors in Classes 10 and 12 overwhelmingly accepted the Plan. A copy of the document is available for free at: http://bankrupt.com/misc/AlcoCorp_New_Ballots.pdf The Debtor's post confirmation modification to the Plan dated Jan. 20, 2015, was confirmed by the Court on Feb. 18, 2015. The Court on Feb. 18 also approved the Settlement and Release Agreements. The Debtor says that it has made all the payments under the post confirmation modification of the Plan and under the Settlement and Release Agreements. Accordingly, the Debtor asks the Court to take notice of its report of payments under the Plan and that it enters an order in which the Debtor's request for final decree is granted. A copy of the Final Decree Motion is available for free at: http://bankrupt.com/misc/AlcoCorp_Final_Decree.pdf About Alco Corp. Alco Corporation in Dorado, Puerto Rico, filed for Chapter 11 bankruptcy (Bankr. D.P.R. Case No. 12-00139) on Jan. 12, 2012. Carmen D. Conde Torres, Esq., and C. Conde & Associates represent the Debtor in its restructuring effort. Alco tapped Jimenez Vasquez & Associates, PSC, as accountants. The Debtor scheduled $11.2 million in assets and $7.76 million in debts. The petition was signed by Alfonso Rodriguez, president. ALCO CORP: Real Estate Transferred to Betteroads Group ------------------------------------------------------ Pursuant to its court-approved settlement with Betteroads Asphalt Corporation, Alco Corporation sought and obtained approval from U.S. Bankruptcy Court for the District of Puerto Rico to sell and transfer its real estate and personal properties. The settlement between the parties provides for the payment of the Betteroads Group's Claims Nos. 82, 83 and 84 through the private sale and transfer of the Debtor's real estate and personal properties. Included in the transfer are the Debtor's real estate property located at Canovanas, Puerto Rico, and real estate property located at Guayama, Puerto Rico. A copy of the sale order is available for free at: http://bankrupt.com/misc/AlcoCorp_Sale_Order.pdf About Alco Corp. Alco Corporation in Dorado, Puerto Rico, filed for Chapter 11 bankruptcy (Bankr. D.P.R. Case No. 12-00139) on Jan. 12, 2012. Carmen D. Conde Torres, Esq., and C. Conde & Associates represent the Debtor in its restructuring effort. Alco tapped Jimenez Vasquez & Associates, PSC, as accountants. The Debtor scheduled $11.2 million in assets and $7.76 million in debts. The petition was signed by Alfonso Rodriguez, president. ALCO STORES: Allegro Media Appointed as Committee Member -------------------------------------------------------- The U.S. Trustee for Region 6 appointed Allegro Media Group to Alco Stores Inc.'s official committee of unsecured creditors. Allegro replaced Maurice Sporting Goods, which resigned as member of the committee, according to a filing with the U.S. Bankruptcy Court for the Northern District of Texas. The unsecured creditors' committee is now composed of: (1) Alliance Entertainment, LLC Attn: Bradley S. Shraiberg, Esq. 1401 NW 136th Avenue, Ste. 100 Sunrise, FL 33323 561-443-0800 561-998-0047 (fax) bshraiberg@sfl-pa.com (2) Hallmark Marketing Company, LLC Attn: Craig Lorenzen P. O. Box 419535 Kansas City, MO 64141-6535 816-274-4493 816-274-7412 (fax) craig.lorenzen@hallmark.com (3) Silver One International Attn: Jack Joseph Ezon 1370 Broadway, 6th Floor New York, NY 10018 212-719-1818 212-719-1819 (fax) jack@bluestarcc.com (4) Sunbeam Products, Inc. d/b/a Jarden Consumer Solutions Attn: Eileen McDonnell 2381 NW Executive Center Drive Boca Raton, FL 33431-8560 561-912-4435 561-912-4157 (fax) emcdonnell@jardencs.com (5) PepsiCo, Inc. Attn: Taylor Ricketts 1100 Reynolds Blvd. Winston-Salem, NC 27105 336-896-5863 336-896-6003 (fax) taylor.ricketts2@pepsico.com (6) Cocca Development, Ltd. Attn: Anthony L. Cocca 100 DeBartolo Place, Ste. 400 Boardman, OH 44512 330-729-1010 330-729-1008 ? fax acocca@coccadevelopment.com (7) Allegro Media Group c/o Vincent Micallef, Chief Financial Officer 20048 NE San Rafael Street Portland, OR 97223 972.282.6721 503.256.4615 – fax vince.micallef@allegromediagroup.com About ALCO Stores ALCO Stores, Inc., operates 198 stores in 23 states throughout the central United States. ALCO offers 35,000 items at its stores, which are located at smaller markets usually not served by other regional or national broad line retail chains. The company was founded in 1901 as a general merchandising operation in Abilene, Kansas. ALCO is a public company, and its common stock is quoted on the NASDAQ National Market tier of the NASDAQ Stock Market under the ticker symbol "ALCS." ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas, Texas, on Oct. 12, 2014, with plans to let liquidators conduct store closing sales or sell the business to a going-concern buyer. Judge Stacey G. Jernigan presides over the Chapter 11 cases. The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey Capital, Inc., as financial advisor, and Prime Clerk LLC as claims and noticing agent. Michael Moore has been named consultant to the Debtors. As of July 2014, ALCO Stores had assets totaling $222 million and liabilities totaling $162 million. The bulk of the liabilities was total debt outstanding under a credit facility with Wells Fargo Bank, National Association, of which the aggregate outstanding was $104.2 million as of the Petition Date. The Debtor received court approval to sell some of its real estate along with store leases. The U.S. Trustee for Region 6 appointed seven creditors to serve in the official committee of unsecured creditors of ALCO Stores, Inc. The Law Office of Judith W. Ross serves as local counsel to the Committee. ALLEGHENY TECH: Collateralization No Impact on Moody's Ba1 Rating ----------------------------------------------------------------- Moody's Investors Service said that Allegheny Technologies Incorporated's (ATI) collateralization of its revolving credit facility, as required by the springing lien trigger event, does not impact the company's Ba1 senior unsecured note ratings under Moody's loss given default methodology. This is due to the fact that unsecured debt comprises the majority of the debt obligations in the capital structure. The eighth Amendment dated Oct. 15, 2014 requires collateral (receivables, inventory and proceeds thereof) to be provided should ratings be below investment grade at both Moody's and Standard & Poor's. Allegheny Technologies Incorporated ("ATI"), headquartered in Pittsburgh, PA, is a diversified producer and distributor of components and specialty metals such as titanium and titanium alloys, nickel-based alloys, and stainless and specialty steel alloys. The company operates through two key business segments: High Performance Materials & Components and Flat-Rolled Products. For the year ended December 31, 2014, ATI generated revenues of $4.2 billion. ALLEN SYSTEMS: CRO Employment Hearing Continued ----------------------------------------------- BankruptcyData reported that Allen Systems Group filed with the U.S. Bankruptcy Court an amended notice of agenda of matters scheduled for Court consideration, which, among other things, state that the Company's motion to retain Huron Consulting Services to provide a chief restructuring officer and other personnel and designate John C. DiDonato as chief restructuring officer is being continued to a date to be determined. BData said the U.S. Trustee objected to the employment application, saying Mr. DiDonato's position as a member of the board of directors of Debtor ASG within the two years prior to the bankruptcy filing renders Mr. DiDonato and Huron ineligible for the accommodation the U.S. Trustee may provide to those professionals employed under the terms of the Jay Alix crisis management protocol that has been employed in this District. About Allen Systems Allen Systems Group, Inc., and two affiliates provide mission-critical enterprise information technology ("IT") management software solutions to large enterprises and small and medium-sized businesses. Founded in 1986 by Arthur L. Allen in Naples, Florida, ASG has more than 100 offices worldwide, primarily in the United States and Europe. As of Feb. 17, 2015, ASG had 1,054 employees in 114 locations in 25 countries. Allen Systems and two affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 15-10332) in Delaware on Feb. 18, 2015. The case is assigned to Judge Kevin J. Carey. The Debtor tapped Pachulski Stang Ziehl & Jones LLP as counsel; Latham & Watkins LLP as special counsel; and Epiq Bankruptcy Solutions as claims and noticing agent. Allen Systems estimated $100 million to $500 million in assets and $500 million to $1 billion in debt. ALLEN SYSTEMS: Wins Approval of Ch. 11 Plan ------------------------------------------- Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported that enterprise software provider Allen Systems Group, Inc . won court approval of a bankruptcy restructuring designed to cut its debt by $420 million. According to the DBR report, Judge Kevin Carey was poised to sign off on the plan following a March 26 hearing at the U.S. Bankruptcy Court in Wilmington, Delaware. BankruptcyData reported that prior to the March 26 hearing, Allen Systems filed with the Court technical modifications to its First Amended Joint Prepackaged Chapter 11 Plan, to correct certain technical errors and/or omissions in the Plan and make certain clarifications. BData, citing court documents, said the Plan seeks to do the following: "Clarify the definition of 'Allowed' for Claims or Interests; Clarify the description of treatment of Class 6 Claims; Clarify certain language regarding objections to Claims or Interests that includes the Bankruptcy Court or a court of competent jurisdiction; Clarify the introductory section of Article XI to clarify the Bankruptcy Court's jurisdiction regarding treatment of Claims or Interests; Add clarifying language that payment of Professional Claims are also subject to the requirements of the Final DIP Order; Removing certain language regarding Proofs of Claim based upon Executory Contracts or Unexpired Leases that have been assumed in the Chapter 11 Cases and the treatment of same; Revising language to address reversion of Unclaimed Distributions under the Plan; Removing certain language prohibiting set off by holders of Claims without first filing a motion with the Bankruptcy Court; Removing section 7.1 of the Plan regarding the disputed claims process." As previously reported by The Troubled Company Reporter, the Debtors sought Chapter 11 bankruptcy protection with a prepackaged Chapter 11 plan that reduces its secured debt load from over $666 million to $240 million. The Debtors intend to effect a balance sheet restructuring pursuant to the Plan under which, except as otherwise provided in the Plan, the Domestic Credit Facility and Foreign Credit Facility will be repaid in full on the Effective Date unless two-thirds in amount of claims under the Domestic Credit Facility and the Foreign Credit Facility agree to less favorable treatment, and ASG will cancel the Notes Claims in exchange for the Notes Claims Stock representing 41.5% of Reorganized ASG's New Common Stock; in addition, Eligible Holders of Notes Claims will receive Subscription Rights to participate in the Rights Offering to acquire their pro rata share of the Rights Offering Stock, representing the remaining 58.5% of Reorganized ASG's New Common Stock. The Debtors' general unsecured creditors, other than holders of Notes Deficiency Claims and Allen Claims, will be paid in full, and existing equity securities in ASG will be cancelled. Allen Systems filed a first amended joint prepackaged Chapter 11 plan, which modifies the terms of the exit facilities. The First Amended Plan provides that a first lien exit credit agreement will provide for (1) a $15,000,000 First Lien Revolving Loan and Note Exit Facilities and (2) a $240,000,000 First Lien Term Loan Exit Facility. The First Lien Term Loan Exit Facility bears interest at LIBOR plus 7.50% per annum, while the First Lien Revolving Loan and Note Exit Facilities bear interest at LIBOR plus 5.50% per annum. A blacklined version of the First Amended Plan dated March 16, 2015, is available at http://bankrupt.com/misc/ALLENplan0316.pdf About Allen Systems Allen Systems Group, Inc., and two affiliates provide mission-critical enterprise information technology ("IT") management software solutions to large enterprises and small and medium-sized businesses. Founded in 1986 by Arthur L. Allen in Naples, Florida, ASG has more than 100 offices worldwide, primarily in the United States and Europe. As of Feb. 17, 2015, ASG had 1,054 employees in 114 locations in 25 countries. Allen Systems and two affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 15-10332) in Delaware on Feb. 18, 2015. The case is assigned to Judge Kevin J. Carey. The Debtor tapped Pachulski Stang Ziehl & Jones LLP as counsel; Latham & Watkins LLP as special counsel; and Epiq Bankruptcy Solutions as claims and noticing agent. Allen Systems estimated $100 million to $500 million in assets and $500 million to $1 billion in debt. ALLY FINANCIAL: DBRS Assigns 'BB' Rating to $1.25BB Senior Notes ---------------------------------------------------------------- DBRS Inc. has assigned a rating of BB to the $750 million 4.125% Senior Notes due March 2020 and the $500 million 4.625% Senior Notes due March 2025 issued by Ally Financial Inc. The trend on all of the Notes is Positive. The proceeds from the Notes will be included in the general funds of Ally and available for general corporate purposes, including the partial redemption of the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series G. ALONSO & CARUS: Files for Chapter 11 with $15M in Debt ------------------------------------------------------ Alonso & Carus Iron Works, Inc., sought Chapter 11 protection (Bankr. D.P.R. Case No. 15-02250) in Old San Juan, Puerto Rico, on March 27, 2015. The Catano, Puerto Rico-based debtor has filed schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $4,390,000 B. Personal Property $18,638,113 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $11,393,818 E. Creditors Holding Unsecured Priority Claims $586,319 F. Creditors Holding Unsecured Non-priority Claims $2,939,009 ----------- ----------- TOTAL $23,028,113 $14,919,146 According to the SALs, the Debtor has two properties in Catano with a total value of $4.39 million. Banco Popular de Puerto Rico is owed $7.52 million on a mortgage loan secured by the Debtor's properties, and is also owed $3.66 million on a line of credit secured by the Debtor's account receivables and inventories. A copy of the Schedules is available for free at: http://bankrupt.com/misc/prb15-02250_SAL.pdf The case is assigned to Judge Enrique S. Lamoutte Inclan. The Debtor on the Petition Date filed applications to employ Charles A Curpill, PSC Law office, as counsel; and CPA Luis R. Carrasquillo & Co, PSC as financial consultant. AMERICAN INT'L: Greenberg Says Bailout Terms Cheated Stockholders ----------------------------------------------------------------- Phil Milford and Andrew Zajac, writing for Bloomberg News, reported that David Boies, lawyer for Maurice "Hank" Greenberg's Starr International Co., told a federal judge that American International Group's stockholders were cheated by the onerous terms of the U.S. government's $85 billion bailout. According to the report, Mr. Boies said the loan's onerous terms include an interest rate of 14 percent and a demand for 80 percent of the company's stock. The terms cost shareholders as much as $40 billion, Mr. Boies has said, arguing that AIG investors deserve that money back, the Bloomberg report said. U.S. Judge Thomas Wheeler will hear closing arguments April 22 in the Court of Claims in Washington. The case is Starr International v. U.S., 11-cv-00779, U.S. Court of Federal Claims (Washington). About AIG With corporate headquarters in New York, American International Group, Inc., is an international insurance company, serving customers in more than 130 countries. AIG companies serve commercial, institutional and individual customers through property-casualty networks of any insurer. In addition, AIG companies are providers of life insurance and retirement services. At the height of the 2008 financial crisis, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. AIG almost collapsed under the weight of bad bets it made insuring mortgage-backed securities. The Company, however, was bailed out by the Federal Reserve, but even after an initial infusion of $85 billion, losses continued to grow. The later rescue packages brought the total to $182 billion, making it the biggest federal bailout in U.S. history. AIG sold off a number of its businesses and other assets to pay down loans received from the U.S. government. ATLANTIC BROADBAND: S&P Affirms 'BB-' Corp. Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'BB-' corporate credit rating and all other ratings on Quincy, Mass.-based Atlantic Broadband Finance LLC (ABB). The outlook is stable. "The ratings reflect ABB's credit metrics, which have improved over the past few years, and our expectation that debt to EBITDA will decline to less than 5x in 2015 from EBITDA growth and modest debt reduction," said Standard & Poor's credit analyst Eric Nietsch. However, S&P believes that leverage improvement will likely be temporary and that the company will use the additional debt capacity for acquisitions. The strategic owner, Canadian-based Cogeco Inc., in S&P's view, purchased ABB with the intention of growing its U.S.-based cable footprint. S&P believes any acquisition activity would likely be funded with new debt at the ABB entity. The 'BB-' corporate credit rating on ABB reflects the 'b+' stand-alone credit profile plus one notch of support based on S&P's view that that ABB is "moderately strategic" to Cogeco. The rating also incorporates S&P's view of ABB's "satisfactory" business risk profile and "aggressive" financial risk profile. The stable outlook reflects the good revenue visibility from the company's mostly subscription-based cable business model. S&P anticipates growth in HSD subscribers, selective rate increases, and growth from commercial services to roughly offset the loss of video customers. While S&P expects leverage to decline to less than 5x over the next 12 months, financial policy considerations, including the potential for debt-financed acquisitions, will likely limit improvement in key credit metrics longer term. Although unlikely over the next 12 months, a downgrade would most likely be the result of an accelerated loss of video customers to satellite or over-the-top video services or because of a material expansion of U-verse in ABB's footprint. More specifically, S&P could lower the rating if a more competitive environment depressed the EBITDA margin to the low- to mid-30% area, leading to debt leverage increasing above 7x, with little sign of improvement. S&P could consider a rating upgrade if improvement in operating metrics enabled debt leverage to remain below 5x on a sustained basis and S&P believed that management would not pursue a debt-financed acquisition that pushed leverage above 5x. BARRACK'S ROW: Legal Dispute Over Restaurant Group Ends with Deal ----------------------------------------------------------------- Katy Stech, writing for The Wall Street Journal, reported that the bankruptcy case for landmark Washington, D.C., watering hole Hawk 'n' Dove ended abruptly with a settlement between the bar's owners and a group led by D.C. restaurateur Xavier Cervera. According to the report, the judge overseeing the bankruptcy has dismissed the case at the owners' request. Details about the settlement between Mr. Cervera, who sold Hawk 'n' Dove and eight other restaurants in 2012, and the investors who bought them weren't disclosed, so it is unclear who won the battle, the Journal. Barracks Row Ent Group LLC and nine of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D.D.C. Case Nos. 14-00167 to 14-00176) on March 28, 2014. The Debtors estimated assets of $500,000 to $1 million and liabilities of $1 million to $10 million. Yumkas, Vidmar & Sweeney, LLC, serves as the Debtors' counsel. Steyer Lowenthal Boodbrookas Alvarez & Smith LLP is the Debtors' special litigation counsel. Judge Martin S. Teel, Jr., presides over the case. Eight restaurants were placed in Chapter 11 bankruptcy: Park Tavern, Boxcar Tavern, Lola's Barracks Bar & Grill, Molly Malone's, Pacifico Cantina, Senart's Oyster House and the Chesapeake Room. The yet-to-be opened Willie's Brew and 'Que, a barbecue-themed sports bar, were also placed in bankruptcy. BERNARD L. MADOFF: Picard Pushes $54-Mil. Clawback Suit vs. Shapiro ------------------------------------------------------------------- Law360 reported that Irving Picard, the trustee charged with digging up money for victims of Bernard Madoff's Ponzi scheme, pressed a judge to order a trial against longtime Madoff family friend Stanley Shapiro for allegedly reaping $54 million in fictitious profits while turning a blind eye to the fraud. According to the report, after hearing arguments, U.S. Bankruptcy Judge Stuart Bernstein reserved decision on Shapiro's attempt to escape the litigation, in which the liquidating trustee is demanding the return of money withdrawn from accounts at Madoff's phantom investment firm as far back as 1981. Mr. Picard said Mr. Shapiro was among a select group of early investors in Bernard L. Madoff Investment Securities LLC who knowingly perpetrated the fraud in exchange for special perks, the report related. The case is Irving H. Picard v. Stanley Shapiro et al., case number 1:10-ap-05383, in the U.S. Bankruptcy Court for the Southern District of New York. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. The fifth pro rata interim distribution slated of Jan. 15, 2015, totaled $322 million, and brought the amount distributed to eligible claimants to $7.2 billion, which includes more than $823 million in advances committed to the SIPA Trustee for distribution to allowed claimants by the SIPC. As of Nov. 30, 2014, the SIPA Trustee has recovered or reached agreements to recover approximately $10.5 billion since his appointment in December 2008. BERNARD L. MADOFF: PwC Challenges Class Certification ----------------------------------------------------- Law360 reported that PricewaterhouseCoopers LLP and Citco Group Ltd. said they will fight against the class certification issued by U.S. District Judge Victor Marrero in a lawsuit alleging that the firms mislead investors about the quality of feeder funds involved in Bernie Madoff's Ponzi scheme. According to Law360, Judge Marrero, in early March certified a class of about 1,000 individuals and businesses accusing PwC and Citco that they lost at least $7.5 billion to the Ponzi scheme as a result of their investments with Fairfield Greenwich Ltd.-managed funds, including the Madoff scheme's single largest feeder fund. In favoring class certification, Judge Marrero said classwide evidence established that the investors had allegedly relied on erroneous valuations and audit reports from Citco and PwC in choosing to invest in funds managed by Fairfield. Judge Marrero accepted the investors’ argument that their relationship with PwC and Citco was close enough to establish a "duty of care" under New York law, Law360 related. Following the issuance of the class certification order, Citco and PwC asked Judge Marrero to hold off on scheduling any decisions in the case while the firms fight the renewed class certification. The case is Anwar et al. v. Fairfield Greenwich Ltd. et al., case number 1:09-cv-00118, in the U.S. District Court for the Southern District of New York. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. The fifth pro rata interim distribution slated of Jan. 15, 2015, totaled $322 million, and brought the amount distributed to eligible claimants to $7.2 billion, which includes more than $823 million in advances committed to the SIPA Trustee for distribution to allowed claimants by the SIPC. As of Nov. 30, 2014, the SIPA Trustee has recovered or reached agreements to recover approximately $10.5 billion since his appointment in December 2008. BERNARD L. MADOFF: Trustee Evades Sanctions Over Clawback Claim --------------------------------------------------------------- Law360 reported that U.S. Bankruptcy Judge Stuart Bernstein, who is presiding over the liquidation of Bernard Madoff's defunct securities firm elected not to fine the trustee charged with recovering losses from the fraudster's Ponzi scheme for making questionable assertions regarding a European investment adviser's alleged complicity. According to Law360, after hearing arguments at a hearing, Judge Bernstein determined that Bernard L. Madoff Investment Securities LLC trustee Irving Picard and his law firm BakerHostetler did not deserve the sanctions requested by FIM Ltd., the investment consultant for affiliated Madoff feeder fund manager Kingate Management. Meanwhile, more than 600 former customers of the defunct firm asked Judge Bernstein to appoint a special investigator to determine whether Mr. Picard has wrongfully denied them insurance from the Securities Investor Protection Corp., Law360 reported. The call for an investigation comes in response to what an attorney for the customers calls an "outrageous" request by Mr. Picard and BakerHostetler to establish their receipt of fictitious profits from Madoff's scheme through expert testimony, the Law360 report related. Picard is seeking to have expert testimony introduced to prove that all customers of Bernard L. Madoff Investment Securities LLC who were listed in pre-1998 company bank records with the notations “PW,” which purportedly stands for profit withdrawal, and “check” received funds from Madoff’s firm. Jonathan Stempel, writing for Reuters, reported that Mr. Picard has announced a settlement to recoup $93 million from feeder fund manager Reliance Management (BVI) Ltd., that sent client money to the swindler's firm, boosting the total sum raised to roughly $10.65 billion. Mr. Picard said the settlement calls for the Defender Ltd feeder fund to receive a $522.8 million claim in the liquidation of BLMIS because it deposited more there than it withdrew, Reuters related. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. The fifth pro rata interim distribution slated of Jan. 15, 2015, totaled $322 million, and brought the amount distributed to eligible claimants to $7.2 billion, which includes more than $823 million in advances committed to the SIPA Trustee for distribution to allowed claimants by the SIPC. As of Nov. 30, 2014, the SIPA Trustee has recovered or reached agreements to recover approximately $10.5 billion since his appointment in December 2008. BINDER & BINDER: Committee Taps Getzler Henrich as Finc'l Advisor ----------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of Binder & Binder - The National Social Security Disability Advocates (NY), LLC, et al., filed an application to retain Getzler Henrich & Associates, LLC, as financial advisor, nunc pro tunc to Jan. 8, 2015. The Committee expects GH to provide it assistance in connection with the bankruptcy and plan of reorganization of the Debtors, as set forth in the parties' Engagement Letter, and as the Committee or its counsel may otherwise request and as may be agreed to by GH. GH will charge for its services at these standard hourly billing rates: Personnel Classification Applicable Rates ------------------------ ---------------- Principal/Managing Director $495 to $595 Directors/Specialists $385 to $550 Associates/Paraprofessionals $160 to $385 In addition to professional fees, GH's fee applications will include requests for reimbursement of actual, necessary and reasonable expenses, including travel, report production, delivery services, and other costs incurred in providing the services. William H. Henrich, co-chairman of GH, attests that GH does not represent or hold any interest adverse to the Committee or the Debtors' estates and is "disinterested" as the term is described under Section 101(14) of the Bankruptcy Code. The firm can be reached at: GETZLER HENRICH & ASSOCIATES LLC 295 Madison Avenue 20th Floor New York, NY 10017 Tel: (212) 697-2400 Fax: (212) 697-4812 http://www.getzlerhenrich.com About Binder & Binder Founded in 1979 by brothers Harry and Charles Binder, Binder & Binder is the nation's largest provider of social security disability and veterans' benefits advocacy services, with operating scale and efficiencies unrivaled by its competitors in the highly fragmented advocacy market. The company has more than 950 employees in 35 offices across the United States. In 2010, H.I.G. Capital, LLC acquired a controlling equity interest in the company. Binder & Binder - The National Social Security Disability Advocates (NY), LLC, et al., sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-23728) in White Plains, New York on Dec. 18, 2014. The cases are assigned to Judge Robert D. Drain. The Debtors have tapped Kenneth A. Rosen, Cassandra Porter, Esq., and Nicholas B. Vislocky, Esq., at Lowenstein Sandler as counsel. The Debtors have engaged Development Specialists, Inc., as financial advisor, and BMC Group Inc. as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in the Debtors' cases. The Committee is now comprised of (i) United Service Workers Union, Local 455 IUJAT & Related Funds, (ii) T&G Industries, Inc., (iii) WB Mason Co., and (iv) Teaktronics, Inc. BINDER & BINDER: Gets Final Approval of $6-Mil. Replacement Loan ---------------------------------------------------------------- U.S. Bankruptcy Judge Robert Drain in Manhattan gave Binder & Binder final authority to obtain a $6,000,000 loan from Stellus Capital Investment Corp. According to Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, the new loan replaces interim financing provided by pre-bankruptcy secured lenders Capital One NA and U.S. Bank NA, owed about $23 million before bankruptcy. The banks wouldn't commit to increasing the bankruptcy loan, which was proving insufficient, according to Binder, Bloomberg related. Stellus, owed $16.7 million on a subordinated note, rode to the rescue, offering a secured replacement loan to keep the business operating, the Bloomberg report said. In return, Stellus gets a lien with priority over existing bank debt, Bloomberg added. A full-text copy of the Budget is available at http://bankrupt.com/misc/BINDERdipbudget.pdf About Binder & Binder Founded in 1979 by brothers Harry and Charles Binder, Binder & Binder is the nation's largest provider of social security disability and veterans' benefits advocacy services, with operating scale and efficiencies unrivaled by its competitors in the highly fragmented advocacy market. The company has more than 950 employees in 35 offices across the United States. In 2010, H.I.G. Capital, LLC acquired a controlling equity interest in the company. Binder & Binder - The National Social Security Disability Advocates (NY), LLC, et al., sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-23728) in White Plains, New York on Dec. 18, 2014. The cases are assigned to Judge Robert D. Drain. The Debtors have tapped Kenneth A. Rosen, Cassandra Porter, Esq., and Nicholas B. Vislocky, Esq., at Lowenstein Sandler as counsel. The Debtors have engaged Development Specialists, Inc., as financial advisor, and BMC Group Inc. as claims and notice agent. A four-member panel serves as Official Committee of Unsecured Creditors in the Debtors' cases. Klestadt Winters Jureller Southard & Stevens, LLP, serves as its counsel. BPZ RESOURCES: Still In Talks for $38MM DIP Loan From Noteholders ----------------------------------------------------------------- Richard S. Menniti, Chief Financial Officer to BPZ Resources, Inc., said in a regulatory filing with the Securities and Exchange Commission on Friday that the Company continues to engage in discussions with certain holders of debt under the Company's outstanding convertible notes due March 1, 2015 and October 1, 2017 regarding, among other things, the potential terms under which one or both could be restructured to provide a capital structure which would allow the Company to continue developing its oil and gas assets and post-petition debtor-in-possession (DIP) financing. DIP Term Sheet As of March 23, 2015, the parties discussed a proposed DIP term sheet that was non-binding in nature. No agreement has been reached between the parties, and the parties continue to discuss potential financing opportunities. A description of certain terms under the DIP term sheet is available at http://is.gd/T9EqTM Specifically, the Company disclosed that certain holders of the 6.5% convertible senior notes due 2015 and the 8.5% convertible senior notes due 2017 were organized to engage the Company regarding a potential recapitalization or restructuring. The Noteholders informed the Company that they held over 75% of the Convertible Notes. The professionals for the Noteholders performed due diligence on behalf of the Noteholders. Starting on or about March 19, 2015, each of the Noteholders executed individual Confidentiality Agreements and participated in further due diligence. On or about March 23, 2015, the Noteholders delivered to the Company a term sheet that provided for postpetition debtor-in-possession financing. The Company engaged in discussions with the Noteholders with respect the DIP Term Sheet. The Company's most recent comments to the DIP Term Sheet were delivered to counsel to the Noteholders on or about March 25, 2015, and included, the following: The DIP Facility would have provided for a $38.625 million Superpriority Secured Term Loan of which $30 million (net of original issue discount) would be available in an initial draw and an aggregate amount of $7.5 million (net of original issue discount) would be available in multiple delayed draws upon the satisfaction of certain additional conditions, secured by substantially all of the assets of the Company and its subsidiaries, subject to certain exceptions and a carve out for professional fees. The DIP Facility would have a 6 month term and bear interest at a rate of 11.25% per annum. The DIP Facility would have contained an original issue discount of 3% (in lieu of an origination fee) and have provided for a 4% exit fee that would be waived if the Company accepted an exit facility proposed by the Noteholders. The DIP Term Sheet was non-binding in nature. No agreement has been reached between the parties, and the parties continue to discuss potential financing opportunities. Financial Projections In connection with these discussions, the Company provided unaudited financial projections and other information to certain third parties that entered into non-disclosure agreements with the Company, including certain holders of the Company's convertible notes and potential investors and their respective advisors and representatives. The projections and other information are available at http://is.gd/eY1RSm http://is.gd/mlkBXg The projections and other information were prepared solely in connection with discussions with debt holders and potential investors. The projections and other information were not prepared with a view toward public disclosure or compliance with the published guidelines of the Securities and Exchange Commission or the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts. The projections do not purport to present financial condition in accordance with accounting principles generally accepted in the United States. The Company's independent accountants have not examined, compiled or otherwise applied procedures to the projections and, accordingly, do not express an opinion or any other form of assurance with respect to the projections. The projection data was prepared for internal use, capital budgeting and other management decisions and are subjective in many respects and thus subject to interpretation. While they may be presented with numeric specificity, the projections reflect numerous assumptions made by management of the Company with respect to financial condition, business and industry performance, general economic, market and financial conditions, and other matters, all of which are difficult to predict, and many of which are beyond the Company's control. Accordingly, there can be no assurance that the assumptions made in preparing the projections will prove accurate. In addition, certain information in the presentation materials may be based upon data provided by the Company but was created by advisors retained by potential third party lenders. The methodology, analysis and interpretation made by those retained advisors with respect to the data is not known to the Company. The Company had no input in the creation or development of the information created by advisors for potential third party lenders, nor did the Company provide any oversight in its creation or quality control. It is expected that there will be differences between actual and any projected results, and the differences may be material, due to the occurrence of unforeseen events occurring subsequent to the preparation of the projections. The inclusion of projections herein should not be regarded as an indication that the Company or its affiliates or representatives consider the projections to be a reliable prediction of future events, and the projections should not be relied upon as such. Neither the Company nor any of its affiliates or representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the projections, and none of them undertakes any obligation to publicly update the projections to reflect circumstances existing after the date when the projections were made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the projections are shown to be in error. About BPZ Resources BPZ Energy -- http://www.bpzenergy.com/-- which trades as BPZ Resources, Inc., under ticker symbol BPZ on the New York Stock Exchange and the Bolsa de Valores in Lima, is an independent oil and gas exploration and production company which has license contracts covering 1.9 million net acres in offshore and onshore Peru. BPZ Resources maintains an office in Victoria, Texas, and through its subsidiaries maintains offices in Lima and Tumbes, Peru, and Quito, Ecuador. BPZ Resources sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 15-60016) in Victoria, Texas, on March 9, 2015. The case is pending before the Honorable David R. Jones. The Debtor has tapped Stroock & Stroock & Lavan LLP as bankruptcy counsel, Hawash Meade Gaston Neese & Cicack LLP, as local Texas counsel, Houlihan Lokey Capital, Inc., as investment banker, Baker Hostetler, as the audit committee's special counsel; and Kurtzman Carson Consultants as claims and noticing agent. The Debtor disclosed total assets of $364 million and debt of $275 million. BRAFFITS CREEK: David F. Winterton Withdraws as Counsel of Record ----------------------------------------------------------------- Tennille K. Pereira, Esq., and the law firm of David F. Winterton and Assoc., Ltd., asked the Bankruptcy Court for authorization to withdraw as counsel of record for Braffits Creek Estates, LLC. The firm told the Court that counsel is no longer needed in the Debtor's case. The Court will convene a hearing on April 21, 2015, at 9:30 a.m., to consider the motion to withdraw as counsel of record. Previously, the Debtor responded to the objection of Cohen Braffits Estates Development, LLC, the largest secured creditor and successful plan proponent, to (i) payment of fees; and (ii) motion for approval to employ the law firm of David J. Winterton & Associates, Ltd., as counsel nunc pro tunc to Aug. 22, 2012. The Debtor explained that the payment of fees is being paid by the secured creditor and not by the estate under Section 541 of Bankruptcy Code. The Plan of Reorganization states that the payments will be made by the Plan Proponent, not from the bankruptcy estate. The Debtor argued that counsel has resolved the matter on reasonableness because counsel has taken claims -- excessive fees, duplicative fees and certain entities that seemed to be disallowed -- on their fee application. CBED, in its objection, said that the Debtor's counsel sought an award of fees and reimbursement of expenses exceeding $103,000. The Debtor's counsel argument in support of its nunc pro tunc retention was inadequate and failed to satisfy the standard required for approval of such retention in the Circuit. CBED related that given the inactivity and demonstrable lack of progress in the case for more than 20 months prior to CBED's involvement, it is indisputable that Debtor's counsel has failed to meet its burden of establishing that the fee award requested in the final fee application meets the requirements of Section 330(a)(1) of the Bankruptcy Code, and, for this reason, Debtor's Counsel's request for an award of fees and reimbursement of expenses must be denied in its entirety. In a separate filing, Tracy Hope Davis, U.S. Trustee for Region 17, has requested that the application must be denied because: 1. the applicant has not met the governing legal standard in the Circuit to obtain a nunc pro tunc order; and 2. there is no unjust hardship in requiring attorneys to observe the strict requirements of Section 327 because professionals are charged with knowledge of the law. CBED is represented by: Matthew L. Johnson, Esq. JOHNSON & GUBLER, P.C. Lakes Business Park 8831 W. Sahara Ave. Las Vegas, NV 89117 Tel: (702) 471-0065 Fax: (702) 471-0075 E-mail: mjohnson@mjohnsonlaw.com - and - Timothy W. Walsh, Esq. MCDERMOTT WILL & EMERY LLP 340 Madison Avenue New York, NY 10173 Tel: (212) 547-5400 Fax: (212) 547-5444 E-mail: twwalsh@mwe.com The U.S. Trustee is represented by: Brian Goldberg, Assistant U.S. Trustee Athanasios E. Agelakopoulos, Trial Attorney UNITED STATES DEPARTMENT OF JUSTICE Office of the U.S. Trustee 300 Las Vegas Boulevard, So., Suite 4300 Las Vegas, NV 89101 Tel: (702) 388-6600 Ext. 224 Fax: (702) 388-6658 E-mail: brian.goldberg@usdoj.gov athanasios.agelakopoulos@usdoj.gov The Debtor's attorneys can be reached at: David J. Winterton, Esq. Tennille K. Pereira, Esq. 1140 N. Town Center Drive, Suite 120 Las Vegas, NV 89144 About Braffits Creek Estates Braffits Creek Estates LLC filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-19780) on Aug. 23, 2012. Bankruptcy Judge Bruce A. Markell presides over the case. David J. Winterton, & Assoc., Ltd., represents the Debtor in its restructuring effort. The Debtor disclosed $25,003,800 in assets and $33,959,140 in liabilities as of the Chapter 11 filing. Bankruptcy Judge Laurel E. Davis confirmed Plan of Reorganization for Braffits Creek Estates, LLC, as amended, modified or supplemented, filed by secured creditor Cohen Braffits Estates Development, LLC. Cohen Braffits filed a bankruptcy-exit plan and disclosure statement for the Debtor. Matthew L. Johnson, Esq., at Johnson & Gubler, P.C., in Las Vegas, Nevada, related that Cohen's plan provides for two classes of priority claims, one class of secured claims, one class of unsecured claims, and one class of equity security holders. Under the plan, Cohen will take ownership of 100% of the equity of reorganized Braffits. BRIAN BENNER PC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Brian J. Benner, PC dba Benner & Foran P.O. Box 441 Keego Harbor, MI 48320 Case No.: 15-44889 Chapter 11 Petition Date: March 29, 2015 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Hon. Mark A. Randon Debtor's Counsel: Michael D. Lieberman, Esq. LIEBERMAN, GIES & COHEN, PLLC 31313 Northwestern Hwy., Suite 200 Farmington Hills, MI 48334 Tel: (248) 539-5500 Email: mike@lgcpllc.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Brian J. Benner, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mieb15-44889.pdf BRIAR'S CREEK: April 24 Established as General Claims Bar Date -------------------------------------------------------------- Briar's Creek Golf LLC, dba The Golf Club at Briar's Creek, sought and obtained from Judge John E. Waites an order establishing April 24, 2015, as the deadline for non-governmental creditors to file proofs of claim. South Carolina Local Bankruptcy Rule 3003-1 provides that, except as otherwise ordered by the Court, proofs of claims or interest of non-governmental entities must be filed no later than 90 days after the first date set for the 11 U.S.C. Sec. 341 meeting of creditors and no later than 180 days after the order for relief for governmental entities. In this matter, the Court automatically set the non-government creditor claims bar date as June 25, 2015 and the governmental claims bar date as Aug. 10, 2015. However, given the Debtor's early sale motion and Plan of Liquidation filings in the matter, such late claims bar dates would significantly delay distributions to creditors in the case. It appearing that an earlier bar date should be established for the filing of non-government claims in order to expedite the plan distribution process in the matter, Judge Waites entered an order providing that April 24, 2015 is established as the last day for a non-government creditor to file claims against the Debtor in the case. Nothing in the order will be read to alter the August 10, 2015 deadline for filing of claims by government entities, the Court clarified. About Briar's Creek Briar's Creek Golf, LLC, sought Chapter 11 protection (Bankr. D. S.C. Case No. 15-00712) in Charleston, South Carolina, on Feb. 9, 2015. The Debtor is represented by G. William McCarthy, Jr., Esq., Daniel J. Reynolds, Jr., Esq., and W. Harrison Penn, Esq., at McCarthy Law Firm, LLC, in Columbia, South Carolina. The Debtor owns The Golf Club at Briar's Creek, in Johns Island, South Carolina. The Debtor disclosed that the property's value is unknown and the property secures $6.74 million of debt. Secured creditors Edward L. Myrick Sr. and South Coast Community Bank are owed $3.89 million and $2.85 million. The Debtor is pursuing a sale of substantially all of its assets to Briar's Creek Holdings, LLC, for a purchase price of $11.3 million, which consists of $7.4 million in cash and assumption of the $3.9 million secured debt owed to Edward L. Myrick, Sr., plus assumption of the post-closing liabilities under the Debtor's executory contracts. BRIAR'S CREEK: Disclosure Statement Hearing on Wednesday -------------------------------------------------------- Briar's Creek Golf, LLC, d/b/a The Golf Club at Briar's Creek, will return to the Bankruptcy Court in in Charleston, South Carolina, on Wednesday, April 1, 2015, for a hearing to approve the disclosure statement explaining its Chapter 11 exit plan. The Disclosure Statement hearing will begin at 10:30 a.m. Objections to the Disclosure Statement were due Monday, March 30. The Debtor intends to exit bankruptcy through a sale of its assets and distribution of sale proceeds to creditors. The Disclosure Statement was filed February 27. Plan Hinges on Sec. 363 Sale The Debtor has filed a motion for entry of an order approving the terms of a proposed sale of substantially all of the assets, including real estate, personal property, furniture, fixtures, equipment, inventory, vehicles, contracts, permits, intellectual property, goodwill, and all documents and rights relating thereto to Briar's Creek Holdings, LLC, a Delaware limited liability company, or its assigns as Purchaser, free and clear of liens, claims, and encumbrances pursuant to 11 U.S.C. Sec. 363 for a purchase price of $11,300,000. The purchase price consists of $7,400,000 in cash and assumption of the approximately $3,890,732 secured debt owed to Edward L. Myrick, Sr., plus assumption of the post-closing liabilities under the Debtor's executory contracts and a post-closing commitment to infuse $2,000,000 into a new operating reserve. The Debtor also seeks authority to assume and assign certain executory contracts pursuant to 11 U.S.C. Sec. 365 as part of the sale. The proposed sale is subject to higher or otherwise better offers. The proposed sale anticipates that the Purchaser will retain the so-called No Tee Time policy. The proposed sale does not include the sale of the Debtor's cash and cash equivalents, accounts receivable, tax refunds, corporate records, insurance policies, and any avoidance claims under Chapter 5 of the Bankruptcy Code. The Debtor owns a private golf club on Johns Island, South Carolina, with approximately 198 active members and 77 resigned members, and is engaged in the business of operating its private golf club and developing its real property. The Debtor's assets consist primarily of real estate, specifically including an 18-hole golf course, practice facilities, a clubhouse, dining and country club facilities, golf maintenance and storage buildings, eight developed lots, unimproved land for development, as well as personal property, including cash, accounts receivable, two vehicles, a boat motor, furniture, fixtures, equipment, inventory, golf course chemicals/supplies, a boat and motor, furniture, fixtures, equipment, inventory, and prepaid insurance. Classification and Treatment of Claims The Debtor's Plan calls for 17 classes of creditors and parties in interest consisting of two secured creditors, administrative classes, four priority classes, a convenience class for vendors, seven classes of unsecured creditors, and an equity class. Class 1 - SouthCoast Community Bank Secured, Unimpaired SouthCoast asserts claims against the Debtor aggregating to $2,795,878 as of the Petition Date. The SouthCoast loans are believed to be secured by a perfected first priority mortgage in most of the Debtor's real property holdings. The Debtor does not believe that SouthCoast has any lien or interest in its Cash Collateral. However, out of an abundance of caution, SouthCoast consented to the Debtor's use of Cash Collateral. The Debtor proposes to pay SouthCoast in full from cash at closing. Class 2 - Edward L. Myrick, Sr. Secured, Impaired As part of the pre-petition restructuring efforts, the Debtor borrowed $3,600,000 from Myrick. The Myrick debt is evidenced by a promissory note, dated May 18, 2003 in the original principal amount of $3,600,000, executed and delivered by the Debtor to Myrick. The Myrick Debt is secured by a Mortgage Security Agreement and Fixture Filing dated September 19, 2003 securing the original principal amount of $3,600,000 through a mortgage lien on substantially all the real property of the Debtor, but junior to the SouthCoast debt in circumstances where the liens are overlapping. As of the Petition Date, approximately $3,890,732 remains due and owing to Myrick. As stated in the Debtor's Sale Motion the Myrick debt will be assumed as part of the price paid by the Purchaser. Myrick will become a member of Purchaser. There are other Myrick claims in other classes. Class 3 -- Administrative Claims of the U.S. Trustee, Estate Professionals, and Post-Petition Operating Expenses. Administrative Priority, Unimpaired This class consists of quarterly fees of the United States Trustee and any unpaid administrative claims of professionals. United States Trustee fees for the Debtor will be paid by the Debtor in full upon its due date and any amounts remaining due for quarterly fees will be paid prior to the closing of the bankruptcy case. The Debtor currently estimates post-petition professional fees in the aggregate amount of approximately $100,000. Post-petition professional fees incurred through the date of confirmation will only be paid upon Court approval. Unless otherwise ordered by the Court, post-petition professional fees incurred through the date of confirmation will be paid in full. Post-confirmation, professional fees, if any, will be paid monthly in the ordinary course. All of the Debtor's post-petition operating expenses will be paid in full in the ordinary course of business. Class 4 - Briar's Creek Golf, LLC Employees Priority, Unimpaired The Debtor has approximately 50 employees. The Debtor will continue to employ the Employees in the ordinary course of its business without any interruption of work schedule or pay schedule through the closing of the Sale to Purchaser. As of the Petition Date, Employees had accrued vacation and benefits due in the approximate aggregate amount of $56,000 for time worked prior to the Petition Date. The Debtor estimates that between the Petition Date and the closing date contemplated by the Sale Motion and APA, an additional $14,000 will accrue in paid time off and vacation creating an aggregate claim of approximately $70,000, which will be paid pro-rata between seller (Debtor) and Purchaser. The Debtor has filed a motion seeking authorization to pay accrued pre-petition wages in full. All post-petition wages, benefits, and insurance premiums will be paid from the Debtor's operating account in the ordinary course of business at the regularly scheduled dates. Upon confirmation of the Plan and pursuant to the APA attached to the Sale Motion, any and all Allowed Claims in this class shall have been paid in full in part by Debtor and in part paid by Purchaser. Class 5 - Internal Revenue Service Priority, Unimpaired Except with regard to the approximately $5,460.93 in federal payroll taxes which the Debtor seeks to pay by way of its first day accrued wage motion in this matter, the Debtor believes and asserts that it is current with any and all income and payroll taxes with the IRS. However, to any extent it is determined that the Debtor owes additional pre-petition taxes to the IRS, then such taxes will be paid in full upon the Effective Date of the Plan or such later date as they come due. Postpetition, any and all IRS taxes shall be kept current and paid in full from the Debtor's operating account. Class 6 - South Carolina Department of Revenue Priority, Unimpaired Except with regard to the approximately $2,678.61 in state payroll taxes which the Debtor seeks to pay by way of its first day accrued wage motion in this matter, the Debtor believes and asserts that it is owes the SCDOR $113.15 for liquor taxes but is otherwise current with any and all other excise, unemployment, income, and payroll taxes owed to SCDOR. The $113.15 owed in pre-petition liquor taxes to SCDOR will be paid in full upon the Effective Date of the Plan or such later date as they come due. Post-petition, any and all taxes owed to SCDOR shall be kept current and paid in full from the Debtor's operating account. Class 7 - Charleston County, South Carolina Priority, Unimpaired The Debtor believes and asserts that all ad valorem property taxes that became due to Charleston County pre-petition were paid prior to the Petition Date. To the extent it is determined that any pre-petition ad valorem taxes went unpaid, such pre and also the pro rated post petition portion of property taxes will be paid in full pursuant to the Asset Purchase Agreement. Class 8 - Contract Rejection Damages and Unpaid Lease Payments Unsecured, Impaired Though the Debtor does not anticipate any such claims, this class includes any and all Allowed Claims for lease rejection damages. By way of its Sale Motion, the Debtor seeks to have the Purchaser or other successful bidder assume all executory contracts of the debtor and, upon the entry of a final order approving the sale, assign such contracts to the Purchaser or other successful bidder. It is the Debtor's position that no cure is required to be paid in connection with the assumption of such contracts pursuant to Sec. 365(b). Rejection claims, if any, related to any Contract Claims will be paid at closing. Class 9 - General Unsecured Trade Vendors Unsecured, Impaired This Class is a convenience-type of class that includes the Debtor's Trade Creditors with whom it does business as a part of its normal operations. As of the Petition Date, the Debtor believes it owes its approximately 33 general unsecured trade vendors the approximate amount of $123,142. Any pre-petition Allowed Claims of general unsecured Trade Creditors in this Class will be paid in full, without interest, within 90 days after the Effective Date of the Plan. The post-petition amounts due to general Trade Creditors are not included in this Class. Post-petition amounts due to trade creditors will be paid in full as administrative priority claims in the ordinary course of the Debtor's business dealings with its trade creditors as set forth in the classes above. Class 10 - General Unsecured Creditors Unsecured, Impaired This class of creditors consists of all allowed unsecured claims against the Debtor that have not been previously identified. There are approximately two creditors in this class in the aggregate amount of approximately $64,367. Claims in Class 10 shall receive a pro-rata distribution of the Sale Proceeds from Debtor's Estate. The ultimate distribution rate on claims in this class will not be finally determined until the Court has approved the Sale Motion and such sale has closed. Assuming that the sale is approved and the Debtor continues to operate at a break-even cash flow through closing, as presently projected, the distribution rate will be approximately 33%. If sale proceeds are greater, the Debtor operates at a loss, or claims increase, the distribution rate will be adjusted. Class 11 - Developer Claims Unsecured, Impaired This class consists of the unsecured, pre-petition claims of Edward L. Myrick, Sr. and Steve Koenig in their capacity as creditors related to the development of the property in the approximate amount of $750,000. This obligation is subordinated to the Membership Deposits due under the Amended Membership Plan. The Claims in Class 11 are waived with the consent of Myrick and Koenig. Upon the occurrence of the Effective Date, all Class 11 claims will be waived and extinguished. Class 11 will not participate in any distribution from the Debtor's Estate. Class 12 - Founder Loans Unsecured, Impaired This class of creditors consists of the subset of the Membership who made capital contributions to the Debtor. There are 16 Founders with an aggregate amount due of $3,620,049. Holders of Class 12 claims will receive no distribution pursuant to this Plan. Class 13 - Equity Holders Equity Holder, Impaired. This Class consists of the Equity Interests in the Debtor. Upon the occurrence of the Effective Date, all Class 13 claims will be waived and extinguished. Class 13 will not participate in any distribution from the Debtor's Estate. Class 14 - Patron Loans Unsecured, Impaired This class of creditors consists of the subset of the Golf Membership who made future advances under the Debtor's Patron Program. The Patron Loans were designed to bear interest at the rate of 5% due and payable in annual installments starting November 12, 2010 and scheduled to reach maturity on November 12, 2019. The Debtor was unable to make the interest payment due on November 12, 2014; therefore such interest is included in the claims of the Club Patrons. The aggregate balance for all of the Patron Loans is $2,930,533.89. Each Claimant will receive a pro rata distribution based upon the amount of their Claim. The ultimate distribution rate on claims in this class will not be finally determined until the Court has approved the Sale Motion and such sale has closed. Assuming that the sale is approved and the Debtor continues to operate at a break-even cash flow through closing, as presently projected, the distribution rate will be approximately 33%. If sale proceeds are greater, the Debtor operates at a loss, or claims increase, the distribution rate will be adjusted. Class 15 - Present Refundable Members Unsecured, Impaired The Creditors in Class 15 consist of the present membership of the Debtor holding memberships, which are refundable under the Membership Plan. Pursuant to the Membership Plan, all refundable memberships are to be refunded in full upon 30 years of membership in good standing. There are currently 127 Refundable Memberships with an aggregate claim of $14,460,350. The Claims in Class 15 will be adjusted for net present value based upon the date when such membership would be refunded in the future. The aggregate net present value of all Class 14 Claims is $4,599,808.22. All Refundable Members shall be offered the opportunity to participate as members of the New Club, without paying further membership fees. The ultimate distribution rate on claims in this class will not be finally determined until the Court has approved the Sale Motion and such sale has closed. Assuming that the sale is approved and the Debtor continues to operate at a break-even cash flow through closing, as presently projected, the distribution rate will be approximately 33%. If sale proceeds are greater, the Debtor operates at a loss, or claims increase, the distribution rate will be adjusted. Class 16 - Resigned Members Unsecured, Impaired This class of creditors consists of those former Club Members who held refundable memberships, but resigned from their membership pre-petition. Pursuant to the Debtor's Membership Plan and the various Membership Agreements, memberships were to be refunded on the basis that for every three memberships sold, the fourth membership would refund the membership deposit of a Resigned Member. As part of the 2009 Restructuring Agreement, this methodology was adjusted and approved by a majority of Club members. The March 2010 Amendment to the Membership Agreement specifies that when $400,000 of new membership fees are received, the next Resigned Member in the queue is refunded. There are 77 Resigned Members holding claims in the approximate aggregate amount of $8,865,000. The Claims in Class 16 will be discounted for present value based upon the date that their Membership Refund would have been paid in the future. The aggregate present value of all Class 16 Claims is $4,045,011. Following discount to present value, the Class 16 Claims will then receive a pro rata distribution within 14 days of the Effective Date. Resigned Members shall be offered the opportunity to participate as members of the Reorganized Debtor, without paying further membership fees. The ultimate distribution rate on claims in this class will not be finally determined until the Court has approved the Sale Motion and such sale has closed. Assuming that the sale is approved and the Debtor continues to operate at a break-even cash flow through closing, as presently projected, the distribution rate will be approximately 33%. If sale proceeds are greater, the Debtor operates at a loss, or claims increase, the distribution rate will be adjusted. Class 17 - Non-Refundable Members Unsecured, Unimpaired The Creditors in Class 17 consist of those non-refundable memberships under the Debtor's Membership Plan. There are 71 Non-Refundable Members. The Non-Refundable Members will not participate in a distribution from the Debtor's Estate, but shall be offered the opportunity to participate as members of the Reorganized Debtor, without paying further membership fees. Equity Interests The Debtor is a member-managed limited liability company who has elected to be treated as a partnership for income tax purposes. The Equity Interests in the Debtor are held: 2.1% by Adelphia Communications Corp, 3.243% by David T. Bailey, 3.243% by Douglas H. Dittrick, 3.943% by Edward L. Myrick, Jr., 24.319% by Edward L. Myrick, Sr., 3.243% by Henry H. Greer, 3.943% by James T. Myrick, 2.1% by Jeffery R. Immelt, 5.333% by John D. Carifa, 3.943% by Kenneth W. Sawyer, 3.243% by Michael S. Martin, 3.243% by Paul G. Edwards, 3.243% by Paul G. Kimball, 3.243% by Peter B. Bartlett Estate, 3.635% by Peter R. Kellogg, 3.243% by Robert C. McNair, 3.243% by Roger G. Ackerman, 18.255% by Steven J. Koenig, and 3.243% by Woodrow S. Hancock Briar's Creek filed on March 2 additional supplements to the Plan, including: * Membership Plans * Founder Memberships * Present Refundable Memberships * Resigned Memberships * Patrons list * Restructuring Agreement * Non-Refundable Memberships * a copy of the Sale Motion and Asset Purchase Agreement * Bid Procedures Order * Trade Vendors * Executory Contracts * Post-Petition Operating Budget About Briar's Creek Briar's Creek Golf, LLC, sought Chapter 11 protection (Bankr. D. S.C. Case No. 15-00712) in Charleston, South Carolina, on Feb. 9, 2015. The Debtor owns The Golf Club at Briar's Creek, in Johns Island, South Carolina. The Debtor disclosed that the property's value is unknown and the property secures $6.74 million of debt. Secured creditors Edward L. Myrick Sr. and South Coast Community Bank are owed $3.89 million and $2.85 million. The Debtor is pursuing a sale of substantially all of its assets to Briar's Creek Holdings, LLC, for a purchase price of $11.3 million, which consists of $7.4 million in cash and assumption of the $3.9 million secured debt owed to Edward L. Myrick, Sr., plus assumption of the post-closing liabilities under the Debtor's executory contracts. The Hon. John E. Waites presides over the bankruptcy case. The Debtor is represented by G. William McCarthy, Jr., Esq., Daniel J. Reynolds, Jr., Esq., and W. Harrison Penn, Esq., at McCarthy Law Firm, LLC, in Columbia, South Carolina. The Debtor also filed an application to appoint Ouzts Ouzts & Company as accountants, and Dixon Hughes to file tax returns and do other related accounting functions. The Debtor tapped Keen Summit as its business broker to assist in the marketing and sale of assets. BRIAR'S CREEK: Sale Hearing on April 29; Objections Due April 20 ---------------------------------------------------------------- The U.S. Bankruptcy Court in Charleston, South Carolina, will hold a hearing on April 29 at 10:30 a.m. to consider the motion of Briar's Creek Golf, LLC d/b/a The Golf Club at Briar's Creek, to sell its assets. Objections to the sale are due April 20. Briar's Creek is seeking to sell its assets for a purchase price of $11,300,000, which consists of $7,400,000 in cash and assumption of the $3,900,000 secured debt owed to Edward L. Myrick, Sr., plus assumption of the post-closing liabilities under the Debtor's executory contracts. The purchaser -- Briar's Creek Holdings, LLC -- also committed to provide $2,000,000 to the new club formed by the Purchaser for its operations and capital improvements and promised to maintain the Debtor's "no tee times" policy. Briar's Creek has filed an Addendum to its Sale Motion to clarify that: 1. The Purchased Assets under the Asset Purchase Agreement include the declarant and developer rights in the Debtor's real property. 2. Purchaser has prepared its New Club Transition Plan and New Club Membership Plan. These documents have been provided to the Debtor and disseminated to the Debtor's golf members. These new club documents are too voluminous to include with this addendum but can be reviewed upon written request to Debtor's counsel at bmccarthy@mccarthy-lawfirm.com or reynolds@mccarthylawfirm.com. Upon execution of a non-disclosure agreement, interested bidders can also obtain these documents from Keen-Summit Capital Partners LLC, the Debtor's real estate advisor marketing the Purchased Assets for sale. About Briar's Creek Briar's Creek Golf, LLC, sought Chapter 11 protection (Bankr. D. S.C. Case No. 15-00712) in Charleston, South Carolina, on Feb. 9, 2015. The Debtor owns The Golf Club at Briar's Creek, in Johns Island, South Carolina. The Debtor disclosed that the property's value is unknown and the property secures $6.74 million of debt. Secured creditors Edward L. Myrick Sr. and South Coast Community Bank are owed $3.89 million and $2.85 million. The Debtor is pursuing a sale of substantially all of its assets to Briar's Creek Holdings, LLC, for a purchase price of $11.3 million, which consists of $7.4 million in cash and assumption of the $3.9 million secured debt owed to Edward L. Myrick, Sr., plus assumption of the post-closing liabilities under the Debtor's executory contracts. The Hon. John E. Waites presides over the bankruptcy case. The Debtor is represented by G. William McCarthy, Jr., Esq., Daniel J. Reynolds, Jr., Esq., and W. Harrison Penn, Esq., at McCarthy Law Firm, LLC, in Columbia, South Carolina. The Debtor also filed an application to appoint Ouzts Ouzts & Company, as the Debtor's accountants, and accounting firm of Dixon Hughes to file tax returns and do other related accounting functions. The Debtor aso tapped Keen Summit as its business broker to assist in the marketing and sale of assets. BRIAR'S CREEK: US Trustee Unable to Form Creditors' Committee ------------------------------------------------------------- The U.S. Trustee for Region 4 said it wasn't able to form a committee of unsecured creditors in Briar's Creek Golf LLC's Chapter 11 case. The Justice Department's bankruptcy watchdog said that the number of persons willing to serve is "insufficient" to form an unsecured creditors' committee. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Briar's Creek Briar's Creek Golf, LLC, sought Chapter 11 protection (Bankr. D. S.C. Case No. 15-00712) in Charleston, South Carolina, on Feb. 9, 2015. The Debtor is represented by G. William McCarthy, Jr., Esq., Daniel J. Reynolds, Jr., Esq., and W. Harrison Penn, Esq., at McCarthy Law Firm, LLC, in Columbia, South Carolina. The Debtor owns The Golf Club at Briar's Creek, in Johns Island, South Carolina. The Debtor disclosed that the property's value is unknown and the property secures $6.74 million of debt. Secured creditors Edward L. Myrick Sr. and South Coast Community Bank are owed $3.89 million and $2.85 million. The Debtor is pursuing a sale of substantially all of its assets to Briar's Creek Holdings, LLC, for a purchase price of $11.3 million, which consists of $7.4 million in cash and assumption of the $3.9 million secured debt owed to Edward L. Myrick, Sr., plus assumption of the post-closing liabilities under the Debtor's executor contracts. CAESARS ENTERTAINMENT: Nev. Casino Regulators Scold Co. for Ch. 11 ------------------------------------------------------------------ The Associated Press reported that Nevada gambling regulators called the bankruptcy of Caesars Entertainment Corp.'s debt-heavy subsidiary an embarrassment and lamented the company's inability to pay 63 former executives some $33 million in promised pension payments. According to the report, the Nevada Gaming Commission pressed Caesars executives about the company's overall bankruptcy plan and particularly, pension and retirement payments owed to current and former employees. Commissioner Randolph Townsend criticized some of the company's decisions leading up to the subsidiary's bankruptcy as, "completely perplexing," the AP report related. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., 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. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., 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 CEOC (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. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. 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: Noteholders Object to Employment Requests ---------------------------------------------------------------- BankruptcyData reported that Caesars Entertainment Operating Company's ad hoc committee of first lien noteholders and UMB Bank, solely in its capacity as successor indenture trustee for the first lien notes, filed with the U.S. Bankruptcy Court a joint objection to the applications for the employment and retention of: (a) Proskauer Rose as legal counsel to the statutory unsecured claimholders committee; (b) FTI Consulting as financial advisor to the UCC; (c) Jefferies as investment banker to the UCC; (d) G.C. Andersen Partners as gaming industry advisor to the UCC; (e) Jones Day as legal advisor to the official committee of second priority noteholders; (f) Houlihan Lokey Capital as financial advisor and investment banker to the second lien committee; and (g) Zolfo Cooper as restructuring and forensic advisor to the second lien committee. According to BData, the objection asserts, "Jefferies would be entitled to a fixed monthly fee of $225,000 plus a deferred fee of $6,500,000 upon a Transaction. Houlihan would be entitled to a fixed-monthly fee of $250,000 plus a deferred fee of at least $2,500,000 upon the effective date of a plan supported by the Second Lien Committee. Houlihan's deferred fee can be increased to $5,500,000 in certain circumstances discussed in more detail below. And, if the consideration provided to second lien holders under any plan exceeds $1.577 billion, Houlihan will be entitled to .25% of any excess. The United States Trustee appointed two official creditors' committees in these cases and those committees are entitled to retain professionals. However, the approval of the Retention Applications without any caps on fees or clear guidelines on cooperation both (a) between the two Committees and (b) within the two Committees, is likely to lead to exacerbated professionals fees, which will unnecessarily drain the estates' resources to the detriment of all constituencies." About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., 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. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., 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 CEOC (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. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. 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: Richard Davis Appointed as Ch. 11 Examiner ----------------------------------------------------------------- Patrick S. Layng, the U.S. Trustee for Region 11, appointed Richard J. Davis, Esq., as examiner in the Chapter 11 cases of Caesars Entertainment Operating Co., Inc., et al., following the order issued by U.S. Bankruptcy Judge A. Benjamin Goldgar in Illinois directing the appointment of an examiner in the bankruptcy cases. Matt Jaremsky, writing for The Wall Street Journal, reported that Mr. Davis is a former Weil, Gotshal & Manges LLP. The Journal said Mr. Davis now has a private practice, having left Weil in 2012 following a 32-year career at the firm, including some years as its general counsel. The examiner will investigate the transactions described as the "Challenged Transactions" and the transactions described as the "Insider Transactions." About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., 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. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., 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 CEOC (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. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. 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: Warns Creditor Suit May Endanger Bankruptcy ------------------------------------------------------------------ Reuters reported that Caesars Entertainment Corp, whose operating unit is in bankruptcy, warned that the litigation stemming from its restructuring efforts could hamper its ability to continue operating as a going concern. According to Reuters, creditors have brought numerous lawsuits alleging fraud over transfers of assets out of the operating unit, Caesars Entertainment Operating Company. Creditors have alleged the moves prior to the bankruptcy were illegal efforts by the parent company to put the assets beyond their reach, Reuters said. The "material uncertainty" over the litigation proceedings "raises substantial doubt about the company's ability to continue as a going concern," the largest U.S. casino company said in a regulatory filing, Reuters related. Meanwhile, Law360 reported that a Delaware Chancery judge denied Caesars Entertainment Corp.'s bid to toss a bondholder suit over the alleged stripping of assets from the casino company's now-bankrupt operating unit, finding no reason the case can't proceed in the First State. According to Law360, Vice Chancellor Sam Glasscock III declined to dismiss or stay the derivative suit brought by indenture trustee Wilmington Savings Fund Society FSB, rejecting arguments that a forum selection clause prevented WSFS from suing in Delaware. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., 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. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., 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 CEOC (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. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. 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. CAISSON LABORATORIES: Tri-Park Lease Terminated Before Bankrutpcy ----------------------------------------------------------------- Bankruptcy Judge Joel T. Marker concludes that a building lease executed in 2006 between Caisson Laboratories and Tri-Park Partnership had been irreversibly terminated before Caisson filed for bankruptcy. Thus, there is nothing for the Debtor to assume. Accordingly, Judge Marker granted Tri-Park's Motion for Summary Judgment to declare that the Building Lease is not assumable, as is Tri-Park's Motion for Relief from Automatic Stay to allow Tri-Park to take any appropriate action to remove the Debtor from the premises in accordance with the proceedings in the First District Court. Tri-Park leases certain real property in North Logan, Utah, that is owned by Utah State University. In turn, Tri-Park subleased that property to the Debtor under the terms of a Building Lease executed on or about March 31, 2006. A copy of the judge's March 13, 2015 Memorandum Decision is available at http://is.gd/FREAlpfrom Leagle.com. M. Darin Hammond, Smith Knowles, P.C. Ogden, UT, Counsel for Debtor. James C. Jenkins, Olson & Hoggan, P.C., Logan, UT, Counsel for Tri-Park Partnership. Peter J. Kuhn, U.S. Trustee's Office, Ken Garff Bldg. Salt Lake City, UT, Counsel for U.S. Trustee Caisson Laboratories, Inc., filed for bankruptcy on October 24, 2014 (Bankr. Utah, Case No. 14-31344). The petition was signed by Ross Farmer, president. M. Darin Hammond, Esq. of Smith Knowles, P.C., serves as the Debtor's counsel. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. CALIFORNIA COMMUNITY: March 31 Hearing on Cash Collateral Use ------------------------------------------------------------- The U.S. Bankruptcy Court, in a third interim order, authorize California Community Collaborative Inc.'s continued use of rents collected from the real property to pay administrative expenses and operating expenses in the ordinary course of business until March 31, 2015. cash collateral and make adequate protection payments. The Debtor is permitted to use the cash collateral of California Bank& Trust, N.A., and San Bernardino County Treasurer and Tax Collector, within a 10% variance. As form of adequate protection to the interest in the real property asserted by the Bank, beginning with payment due for March 2015, and continuing until otherwise ordered by the Court, the debtors' monthly payments to the Bank will be in the amount of $43,083. A copy of the budget is available for free at: http://bankrupt.com/misc/CALIFORNIACOMMUNITY_201_cashcollord.pdf The Court will convene a hearing on March 31, at 10:30 a.m., to consider further use of cash collateral. About California Community California Community Collaborative filed a Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 14-26351) on June 17, 2014. Merrell G. Schexnydre, the company's president, signed the petition. The Debtor estimated assets of at least $10 million and liabilities of $1 million to $10 million. The Debtor is represented by Meegan, Hanschu & Kassenbrock. Judge Christopher M. Klein presides over the case. On Jan. 14, 2014, Kristina M. Johnson was appointed the Chapter 11 trustee. COLLAVINO CONSTRUCTION: CCCL Files Schedules of Assets & Debt ------------------------------------------------------------- Collavino Construction Company Limited filed with the Bankruptcy Court its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $88,418,514 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $6,274,097 ----------- ----------- TOTAL $88,418,514 $6,274,097 A copy of the schedules is available for free at: http://bankrupt.com/misc/Collavino_Construction_SALs.pdf About Collavino Construction Family-owned The Collavino Group owns entities that operate in various sectors of the construction industry in the New York-New Jersey metropolitan area, Canada, and the Detroit metropolitan area. With over half a century's experience in the construction industry, the Collavino Group performs contracts in both the public and private sectors as a general contractor, design-build consultant, construction manager and prime subcontractor for cast-in-place and precast concrete works. Pursuant to World Trade Center Contract No. WTC-1001.04-1, Collavino Construction Company Limited ("CCCL") contracted with The Port Authority of New York and New Jersey on the public construction project known as the Reconstruction of One World Trade Center - Freedom Tower. Collavino Construction Company Inc. ("CCCI"), a subsidiary of CCCL, provides all the necessary labor to CCCL in connection with the performance of work on the WTC Project. As a result of, among other things, delays to the progress of work caused by conditions beyond the control of CCCL and CCCI, and the Port Authority's unilateral election to terminate the contract with CCCL for convenience, effective as of Jan. 18, 2013, CCCL incurred a multi-million dollar damage claim against the Port Authority on the WTC Project. CCCI sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-12908) in Manhattan on Oct. 17, 2014, estimating $1 million to $10 million in assets and debt. CCCL sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 15-10344) on Feb. 18, 2015, estimating $50 million to $100 million in assets and $1 million to $10 million in liabilities. Judge Shelley C. Chapman presides over the cases. The Court has entered an order approving joint administration of the two cases. The Debtors have tapped Cullen and Dykman LLP as counsel, and Peckar & Abramson, P.C., as special litigation counsel. CCCI obtained an order extending by 90 days (a) the exclusive period during which only the Debtor may file a plan through and including May 15, 2015, and (b) the exclusive period to solicit acceptances of a Chapter 11 plan for the Debtor through and including July 14, 2015. COMPRESSUS INC: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Compressus, Inc. 101 Constitution Avenue, NW Suite 800 Washington, DC 20001 Case No.: 15-10670 Chapter 11 Petition Date: March 29, 2015 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtor's Counsel: Michael G. Busenkell, Esq. GELLERT SCALI BUSENKELL & BROWN, LLC 913 N. Market St., 10th Floor Wilmington, DE 19801 Tel: 302.425.5812 Fax: 302.425.5814 Email: mbusenkell@gsbblaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by John B. MacFarlane, signatory authorized by Board of Directors. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. CONNIE STEVENS: Can Sell Wyoming Home ------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that bankrupt actress Connie Stevens got court approval for a process to sell her home in the gated Indian Springs Ranch community in Jackson, Wyoming. According to the report, a $5 million offer was designated as the lead bid, entitling the would-be buyer to a breakup fee if outbid. A reorganization plan filed by the actress in October contemplates the sale of at least one of her three residences to satisfy some $13.3 million in claims, the report related. A hearing to approve disclosure materials explaining the plan was postponed again, this time until May 12, the report added. CRAFT INTERNATIONAL: Judge Approves Deal for Founder's Widow ------------------------------------------------------------ Katy Stech, writing for The Wall Street Journal, reported that Taya Kyle, the widow of American Sniper Chris Kyle, obtained approval from the U.S. Bankruptcy Court in Dallas of a settlement with a group of Texas investors, enabling Mr. Kyle's family to claim the rights to a skull-shaped logo used by her husband's business and to remain in their Midlothian home. According to the report, under the deal, the SWAT team-training business called Craft International LLC will hand over the rights to its skull logo, which is imprinted on T-shirts, patches and coffee mugs and surrounded by these words: "Despite what your momma told you, violence does solve problems." About Craft International Craft International LLC, dba The Craft, in Dallas, Texas, filed a voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 14-32605) on May 30, 2014. Craft is a consulting and training company founded by the late U.S. Marine Chris Kyle. The Hon. Stacey G. Jernigan presides over the case. Seymour Roberts, Jr., at Neligan Foley LLP, serves as the Debtor's general counsel. Sumner, Schick & Pace, LLP, serves as the Debtor's litigation counsel. Craft estimated assets of $50,000 to $100,000 and liabilities of $1 million to $10 million. The petition was signed by Steven Young, Craft's chief executive officer and manager. CROSSFOOT ENERGY: Plan Filing Extended to June 15 ------------------------------------------------- CrossFoot Energy, LLC, et al., sought and obtained an order from the U.S. Bankruptcy Court for the Northern District of Texas extending (a) through and including June 15, 2015, their exclusive period to file a Chapter 11 plan, and (b) through and including Aug. 14, 2015, the period to solicit acceptances of that plan. The extension is without prejudice to further requests to reduce or increase the exclusive periods for cause. In defending the request for an extension, Jeff P. Prostok, Esq., at Forshey & Prostok, L.L.P., in Fort Worth, Texas, explained that the Debtors are still looking for an investor or a buyer for their assets. The Debtors' secured lender is Prosperity Bank. As of the Petition Date, the balance of Prosperity's indebtedness was $12.1 million. Prosperity asserts liens against virtually all of the Debtors' assets to secure its indebtedness. On Feb. 26, 2015, the Debtors and Prosperity submitted an agreed order modifying the automatic stay and providing for continued use of cash collateral, which was entered by the Court. The cash collateral order provides, inter alia, that the automatic stay is modified to allow Prosperity to post its collateral for a July 2015 foreclosure sale and that unless the Debtors have either closed a sale of their assets or closed refinancing transaction satisfactory to Prosperity by June 15, 2015, then the stay will lift to allow Prosperity to exercise all of its rights in its collateral, including the foreclosure of its liens thereon. The Debtors have hired SSG Advisors, LLC and Chiron Financial Group, Inc., as investment bankers to assist them in finding either a financial advisor or a purchaser of their assets. The Debtors, SSG and Chiron are working diligently to find an investor or a purchaser for the assets; however, additional time is necessary to complete this process, Mr. Prostok says. The Debtors, he adds, have not yet filed a plan because they have not yet reached an agreement with a prospective investor or asset purchaser on a transaction that might be able to form the basis of a plan. About CrossFoot Energy Based in Fort Worth, Texas, with a field office in Midland, Texas, CrossFoot Energy, LLC, and its affiliates operate an oil and gas company focused on the acquisition and improvement of lower-risk, long live proven reserves. CrossFoot's primary production occurs out of the Siluro-Devonian formation with significant additional shallower reserves behind-pipe in the Spraberry, Wolfcamp, Strawn, Penn Lime and Mississippian formations. CrossFoot Energy, LLC, and its affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 14-44668) in Ft. Worth, Texas on Nov. 20, 2014. The case is assigned to Judge Russell F. Nelms. Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, in Ft. Worth, Texas, serves as counsel to the Debtors. As of the Petition Date, secured creditor Prosperity Bank is owed $12.1 million. DEAN FOODS: Revolver Refinancing No Impact on Moody's B1 CFR ------------------------------------------------------------ Moody's Investors Service commented that Dean Foods' revolver refinancing on March 26 and bond issuance in February is a modest credit positive but has no effect on the company's ratings, including the B1 Corporate Family Rating and B1-PD Probability of Default Rating. The Speculative Grade Liquidity Rating of SGL-2 is also unchanged. The rating outlook remains stable. On March 26, Dean announced that it entered into a new $450 million revolving credit facility replacing the previous $750 million revolving credit facility and amended and restated its existing $550 million receivables securitization facility. Dean Foods Company, headquartered in Dallas, Texas, is the largest processor and distributor of milk and various other dairy products in the United States. The company had sales of $9.5 billion for the twelve months ended Dec. 31, 2014. DEAN FOODS: S&P Affirms BB- Corp. Credit Rating; Outlook Stable --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its corporate credit rating on Dallas-based Dean Foods Co.'s at 'BB-' with a stable outlook. At the same time, S&P assigned a 'BB+' issue-level rating and '1' recovery rating to the $450 million revolving facility, indicating S&P's expectation for very high (90% to 100%) recovery in the event of a payment default. The $450 million facility replaces the $750 million facility, for which S&P will withdraw ratings. Also, S&P revised the recovery rating on the company's unsecured notes to '3', indicating S&P's expectation for meaningful recovery (lower half of the 50% to 70% range) in the event of a payment default, from '5', and raised S&P's issue-level rating on the unsecured notes to 'BB-' from 'B+'. S&P is affirming the 'B' issue-level rating on Dean Holding Co.'s senior unsecured debt. The recovery rating remains '6', indicating S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. "The reduced revolver commitment resulted in increased value available to unsecured claims and improved the recovery prospects for them," said Standard & Poor's credit analyst Kim Logan. Standard & Poor's ratings reflect Dean Foods' position as the leading national fluid dairy company in the U.S. and its exposure to volatile commodity input costs. S&P also considers the expected volatility of Dean Foods' operating performance and credit measures as a participant in the fluid milk industry. The ratings also reflect S&P's expectation that the company will maintain a ratio of debt to EBITDA below 4.0x and adjusted FFO to total debt of over 20% over the next 12 months. The stable outlook reflects S&P's expectations that Dean Foods will continue to generate significant cash flows from operations, while funding its dividends and share repurchases. S&P expects the company will, on average, maintain leverage below 4x and a ratio of FFO to total debt above 20%. DELTA PRODUCE: Tex. Judge Won't Review Ruling on PACA Counsel Fees ------------------------------------------------------------------ Senior District Judge David Alah Ezra in San Antonio, Texas, denied, without prejudice, the motion for reconsideration filed by Kingdom Fresh Produce, Inc.; I Kunik, Co., Inc.; Rio Bravo Produce, Inc.; GR Produce, Inc.; and Five Brothers Jalisco Produce, Inc. d/b/a Bonanza 2011, related to the fees sought by Craig A. Stokes, Esq., the PACA special counsel for debtor Delta Produce LP. The matter arises out of the enforcement of a trust under the Perishable Agricultural Commodities Act of 1930 ("PACA"), 7 U.S.C. Sec. 499(a)-(t). This matter incorporates three PACA lawsuits that were filed in the U.S. District Court for the Western District of Texas against Delta Produce LP, a local produce company. On January 3, 2012, Delta Produce filed for Chapter 11 bankruptcy. That month, the PACA claimants in the three PACA lawsuits consented to referral to the bankruptcy court for resolution of their PACA claims. The bankruptcy court then appointed the Special Counsel to adjudicate the PACA claims. Over the next two years, the Special Counsel submitted three separate applications for fees, all of which the bankruptcy court granted. Kingdom Fresh appealed the three orders to the District Court. On September 27, 2013, the District Court affirmed in part and vacated in part the bankruptcy court's order granting Special Counsel's First Interim Fee Application, which, per the parties' agreement, was also binding on the appeal of the Second Interim Fee Application. Special Counsel moved for reconsideration on October 11, 2013, which the District Court denied on September 9, 2014. On September 22, 2014, the District Court vacated the bankruptcy court's order granting Special Counsel's Third and Final Fee Application. The Special Counsel has appealed both rulings to the Fifth Circuit and is currently awaiting a decision. In sum, funds in the amount of $380,409.99 are in controversy, $15,562.36 of which are deposited in the registry of the bankruptcy court. On February 26, 2015, the District Court held a hearing on Kingdom Fresh's Motion to Withdraw the Reference from Bankruptcy Court, as well as a Motion to Compel Special Counsel to Deposit the Disputed Funds into the Court's Registry. Upon inquiry from the Court, counsel for Special Counsel advised the Court that the remainder of the funds had been placed by Special Counsel into his 401(K) account. Although the Court denied the Motion to Withdraw Reference, the Court ordered in a February 27 Order that Special Counsel maintain the disputed funds in its 401(K) account until such time as the Fifth Circuit renders a final judgment on the fee awards or this Court or the Fifth Circuit directs otherwise. On March 4, 2015, Kingdom Fresh filed the Motion for Reconsideration. Special Counsel filed its Response. Kingdom Fresh contends that the District Court should reconsider and amend its February 27 Order pursuant to Fed.R.Civ.P. Rule 60(b)(1) on three bases: (1) mistake of law, in that the order improperly permits an ongoing violation of Rule 1.14 of the Texas Disciplinary Rule of Professional Conduct; (2) surprise, in that the order was changed from the ruling at the conclusion of the hearing based upon an ex parte communication from Special Counsel's counsel that deprived Kingdom Fresh notice and opportunity to be heard in violation of due process; and (3) mistake of fact, in that Special Counsel "disbursed" the funds to himself and his 401(K) stands as security, rather than "placing" the funds in his 401(K) account, and that Stokes Law Office no longer holds the funds as directed. While the District Court denied Kingdom Fresh's Motion for Reconsideration, out of an abundance of caution, the Court directed the Special Counsel to submit the following to the Court no later than Friday, March 27, 2015, at the close of business: (1) an affidavit from Special Counsel to be seen only by the Court in camera, filed ex parte and under seal, outlining his finances and his ability to repay the funds, if so ordered, and the sources of those funds; and (2) an affidavit from Special Counsel to be distributed to opposing counsel, filed under seal, summarizing the ultimate dollar amount and/or percentage that Special Counsel is able to repay from a) funds outside of his 401(K) account and/or b) his 401(K) account. The Court held a telephone conference on the motion on March 24, 2015. Scott E. Hillison and James Wilkins, Esqs., represented Kingdom Fresh; Maurleen W. Cobb and Mark C. H. Mandell, Esqs., represented the PACA Special Counsel. The cases before the District Court are, KINGDOM FRESH PRODUCE, INC. et al., Plaintiffs, v. DELTA PRODUCE, LP et al., Defendants, CV Nos. 5:12-CV-1127, 5:14-CV-22 (W.D. Tex.). A copy of the District Court's March 25, 2015 Order is available at http://is.gd/d9xChLfrom Leagle.com. DEMCO INC: US Trustee to Hold Creditors' Meeting June 22 -------------------------------------------------------- The U.S. trustee overseeing the Chapter 11 case of Demco Inc. is set to hold a meeting of creditors on June 22, 2015, 2:00 p.m., at Buffalo UST -- Olympic Towers. The court overseeing the bankruptcy case of a company schedules the meeting of creditors usually about 30 days after the bankruptcy petition is filed. The meeting is called the "341 meeting" after the section of the Bankruptcy Code that requires it. A representative of the company is required to appear at the meeting and answer questions under oath. The meeting is presided over by the U.S. trustee, the Justice Department's bankruptcy watchdog. About Demco Inc. Demco, Inc., aka Decommissioning & Environmental Management Company, is a specialty trade contractor based in West Seneca, New York, which provides demolition services, nuclear work, environmental clean-up, disaster response and a variety of other services throughout the United States and, on a project-by-project basis, internationally. Some of Demco's better known demolition projects in the past have included the Rocky Flats Nuclear Power Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial Auditorium, and the Sunflower Army Ammunition Plant. Demco filed for Chapter 11 protection (Bankr. W.D.N.Y. Case No. 12-12465) on Aug. 6, 2012. Bankruptcy Judge Michael J. Kaplan presides over the case. Daniel F. Brown, Esq., at Andreozzi, Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represents the Debtor in its restructuring effort. Freed Maxick CPAs, P.C. serves as its accountants, and Horizons Consulting, LLC, serves as its tax consultants. The petition was signed by Michael J. Morin, controller. Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three creditors to serve on the Official Committee of Unsecured Creditors. The Committee retained Amigone, Sanchez & Mattrey, LLP as its counsel. First Niagara Bank, the cash collateral lender, is represented by William F. Savino, Esq., at Damon Morey. DENDREON CORP: Donahue Group Seeks Equity Committee Appointment --------------------------------------------------------------- BankruptcyData reported that the Donahue Group of Dendreon Corp.'s ad hoc equity shareholders filed with the U.S. Bankruptcy Court a motion for the appointment of an official equity security holders' committee and determination of prejudice for the previous non-appointment of an equity committee. According to BData, the motion explains, "The added expense of an equity committee would not have adversely affected the debtor's estate because if the sale is confirmed in this matter there is apparently no debtor's estate remaining. The real cost would be to the note holders since they are receiving 100% of the assets of Dendreon....This is a case where the claims of the equity creditors seeking a separate committee have been excluded from the Official Committee, are of a different class and have no representation on the statutory committee formed to represent creditors....Dendreon claims that they engaged in a 'selling' process 'of sorts' in parallel with other efforts. You can't try to sell the company and also try to negotiate the elimination of the equity holder at the same time (Equity holders who also are/were inside shareholders)....This did not completely work as the 275 million dollar reorganization value was recognized to be extremely low by at least two bidders....Dendreon, who may not be a going concern if the sale is permitted to stand, has spared no expense to rush through a BR that should have never been filed." BData, citing documents filed with the U.S. Securities and Exchange Commission, also reported that two of the members of Dendreon's board of directors have resigned following closing of the sale of all of the Debtors' assets. BData related that the SEC documents report, "In connection with the closing of the Sale Transaction and in anticipation of the winding down of the Debtors' affairs, on February 19, 2015, Dennis M. Fenton, PhD and Bogdan Dziurzynski resigned from the board of directors of the Company, effective as of the closing of the Sale Transaction....On February 23, 2015, the Company completed the Sale Transaction." 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 three members to the Official Committee of Unsecured Creditors. DEX MEDIA: KPMG LLP Expresses Going Concern Doubt ------------------------------------------------- Dex Media, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K for the fiscal year ended Dec. 31, 2014. KPMG LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has filed for Chapter 11 Bankruptcy on March 18, 2013, has a highly leveraged capital structure and has experienced decline in operating results and cash flows. The Company reported a net loss of $371 million on $1.82 billion in revenue for the year ended Dec. 31, 2014, compared to a net loss of $819 million on $1.44 billion of revenues in the same period last year. The Company's balance sheet at Dec. 31, 2014, showed $1.72 billion in total assets, $2.84 billion in total liabilities, and a stockholders' deficit of $1.12 billion. A copy of the Form 10-K is available at: http://is.gd/d8AdZA About Dex Media Inc. Dex Media, Inc., is a provider of social, local and mobile marketing solutions for local businesses. The Company provides marketing solutions that include Websites, print, mobile, search engine and social media solutions. The Company?s brands include Dex One and SuperMedia. Through both brands, it delivers a range of social, mobile, and print solutions. The Company's consumer services include the Dex Knows.com and Superpages.com online and mobile search portals and applications and local print directories. On April 30, 2013, Dex One Corp. and SuperMedia announced the completion of their merger, creating Dex Media, Inc. Dex One (DEXO) and SuperMedia (SPMD) in March 2013 sought Chapter 11 bankruptcy protection in order to complete a merger. The filing was just about three years after each company exited court protection. The cases are In re Dex One Corp, 13-10533, U.S. Bankruptcy Court, District of Delaware. and In re SuperMedia Inc, 13-10545, U.S. Bankruptcy Court, District of Delaware. DORAL FINANCIAL: US Trustee Forms Creditors' Committee ------------------------------------------------------ The U.S. trustee overseeing the Chapter 11 case of Doral Financial Corp. appointed five creditors of the company to serve on the official committee of unsecured creditors. The unsecured creditors' committee is composed of: (1) BankUnited, N.A. 7815 N.W. 148th St. Miami Lakes, FL 33016 Attention: Frank Martorana (305) 818-8587 Email: fmartorana@BankUnited.com (2) Citibank, N.A. Office of the General Counsel 388 Greenwich St., 17th Floor New York, NY 10013 Attention: James S. Goddard (212) 816-0062 Email: james.goddard@citi.com (3) Eton Park Master Fund, Ltd. 399 Park Avenue, 10th Floor New York, NY 10022 Attention: Mark Erickson (212) 756-5451 Email: mark.erickson@etonpark.com (4) SL Puerto Rico Fund L.P. 555 Fifth Ave., 18th Floor New York, NY 10017 Attention: Justin G. Brass (212) 843-1200 Email: jbrass@stonelioncapital.com (5) U.S. Bank National Association Global Corporate Trust Services One Federal Street, 3rd Floor Boston, MA 02110 Attention: Laura L. Moran (617) 603-6429 Email: Laura.Moran@usbank.com About Doral Financial Doral Financial Corporation is a holding company whose primary operating asset was equity in Doral Bank. DFC maintains offices in New York City, Coral Gables, Florida and San Juan, Puerto Rico. DFC has three wholly-owned subsidiaries: (i) Doral Properties, Inc., (ii) Doral Insurance Agency, LLC ("Doral Insurance"), and (iii) Doral Recovery, Inc. On Feb. 27, 2015, regulators placed Doral Bank into receivership and named the Federal Deposit Insurance Corp. as receiver. Doral Bank served customers through 26 branches located in New York, Florida, and Puerto Rico. DFC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 15-10573) in Manhattan on March 11, 2015. The case is assigned to Judge Shelley C. Chapman. DFC estimated $50 million to $100 million in assets and $100 million to $500 million in debt as of the bankruptcy filing. The Debtor tapped Ropes & Gray LLP as counsel. The Debtor's Chapter 11 plan and Disclosure Statement are due July 9, 2015. The initial case conference is set for April 10, 2015. EAST JEFFERSON HOSP: S&P Lowers Rating on $162.5MM Bonds to 'BB' ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term rating to 'BB' from 'BB+' on Jefferson Parish Hospital Service District No. 2, La.'s $162.5 million series 2011 hospital revenue and refunding bonds, issued for the district doing business as East Jefferson General Hospital (EJGH). The outlook is stable. "The rating action is based on our view of EJGH's continued moderately high operating losses through unaudited fiscal 2014 coupled with declines in unrestricted reserves and ongoing light maximum annual debt service coverage," said Standard & Poor's credit analyst Suzie Desai. The stable outlook reflects S&P's view of EJGH's market presence, recruitment of some key specialty physicians, and unrestricted reserves that have softened but still provide some flexibility. EGALET CORP: Grant Thornton Expresses Going Concern Doubt --------------------------------------------------------- Egalet Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K for the fiscal year ended Dec. 31, 2014. Grant Thornton LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company continues to incur losses from operations and has negative cash flow from operations. The Company reported a net loss of $5.4 million on $1.2 million in revenue for the year ended Dec. 31, 2014, compared to a net loss of $20.21 million on $nil of revenues in the same period last year. The Company's balance sheet at Dec. 31, 2014, showed $20.4 million in total assets, $30.2 million in total liabilities, and stockholders' deficit of $24.8 million. A copy of the Form 10-K is available at: http://is.gd/5SbRBB Based in Wayne, Pa., Egalet Corporation is a pharmaceutical company. The Company develops and plans to commercialize proprietary, abuse-deterrent oral products for the treatment of pain and in other indications. The Company has developed a pipeline of clinical-stage, opioid-based product candidates in tablet form that are designed to deter abuse by physical and chemical manipulation while also providing the ability to tailor the release of the active pharmaceutical ingredient (API). ENDICOTT INTERCONNECT: EI Transportation Seeks Case Dismissal ------------------------------------------------------------- EI Transportation Company, LLC, a debtor-affiliate of Endicott Interconnect Technologies, Inc., is asking the Bankruptcy Court to dismiss its Chapter 11 case. According to Transportation, as of the Petition Date, it was not operating and did not have any employees. Since the sale closing, Transportation's counsel investigated the security deposits and prepayments disclosed in Schedule B and determined that all of them were applied by the creditors holding the funds. In addition, Transportation used its cash to pay the quarterly fees due the Office of the U.S. Trustee, so that after paying the outstanding fees due for the fourth quarter of 2014 and first quarter of 2015, cash totaling $95.70 will remain in Transportation's estate. About Endicott Interconnect Endicott Interconnect Technologies, Inc., and its affiliates filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 13-61156) in Utica, New York, on July 10, 2013, to sell the business before cash runs out by the end of September. David W. Van Rossum is the Debtors' sole officer. Bond, Schoeneck & King, PLLC, is counsel to the Debtor. Based in Endicott, New York, and formed in 2002, EIT is the successor to the microelectronics division of IBM Corp. The products are used in aerospace, defense and medication applications, among others. The Company sought Chapter 11 bankruptcy protection after suffering $100 million in operating losses in the last four years. In addition to $16 million in secured claims, trade suppliers are owed $34 million. There is another $32 million owing for loans made by shareholders. The Company said the book value of property is $36 million. On Feb. 13, 2015, signed an order confirming the Debtor's Chapter 11 liquidating plan. The accompanying disclosure materials had unsecured creditors getting an estimated recovery of 1% to 2% on about $35 million in claims. An official committee of unsecured creditors has been appointed in the case with Avnet Electronics Marketing, Arrow Electronics, Inc., Acbel Polytech, Inc., Cadence Design Systems, Inc., Orbotech, Inc., Tyco Electronics, and High Performance Copper Foil, Inc. as members. The committee is represented by Arent Fox LLP. The official creditors' committee said there could be $20.8 million in claims to bring against insiders. In August 2013, the judge authorized the committee to conduct an investigation of the insiders. ENDICOTT INTERCONNECT: Liquidating Plan Declared Effective ---------------------------------------------------------- Endicott Interconnect Technologies, Inc. et al., notified the Bankruptcy Court that the Effective Date of their Second Amended Plan of Liquidation dated Jan. 22, 2015 occurred on Feb. 27, 2015. The bankruptcy judge in Utica, New York, on Feb. 13, 2015, signed an order confirming the Debtors' liquidating plan. About Endicott Interconnect Endicott Interconnect Technologies, Inc., and its affiliates filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 13-61156) in Utica, New York, on July 10, 2013, to sell the business before cash runs out by the end of September. David W. Van Rossum is the Debtors' sole officer. Bond, Schoeneck & King, PLLC, is counsel to the Debtor. Based in Endicott, New York, and formed in 2002, EIT is the successor to the microelectronics division of IBM Corp. The products are used in aerospace, defense and medication applications, among others. The Company sought Chapter 11 bankruptcy protection after suffering $100 million in operating losses in the last four years. In addition to $16 million in secured claims, trade suppliers are owed $34 million. There is another $32 million owing for loans made by shareholders. The Company said the book value of property is $36 million. An official committee of unsecured creditors has been appointed in the case with Avnet Electronics Marketing, Arrow Electronics, Inc., Acbel Polytech, Inc., Cadence Design Systems, Inc., Orbotech, Inc., Tyco Electronics, and High Performance Copper Foil, Inc. as members. The committee is represented by Arent Fox LLP. The official creditors' committee said there could be $20.8 million in claims to bring against insiders. In August 2013, the judge authorized the committee to conduct an investigation of the insiders. EXIDE TECHNOLOGIES: Court Signs Ch. 11 Plan Confirmation Order -------------------------------------------------------------- U.S. Bankruptcy Judge Kevin Carey in Delaware on March 27, 2015, issued a findings of fact, conclusions of law and order confirming Exide Technologies' Fourth Amended Plan of Reorganization after determining that the plan satisfies the confirmation requirement of Section 1129 of the Bankruptcy Code. The Troubled Company Reporter previously reported that Exide's Plan, which revolves around (i) a plan support agreement between the company and the holders of a majority of the outstanding principal amount of senior notes and (ii) a settlement between the company, the unofficial noteholders' committee, and the Official Committee of Unsecured Creditors, received overwhelming support from creditors entitled to vote on the Plan. All objections and all reservations of rights that have not been withdraw, waived, or settled, pertaining to the Confirmation of the Plan are overruled on the merits. Prior to the confirmation hearing, the Debtor filed a Fourth Amended Plan to, among other things, reflect comments from parties-in-interest and provide additional information. A full-text copy and blacklined version of the Fourth Amended Plan are available at http://bankrupt.com/misc/EXIDE4thplan0325.pdf The Debtor also filed supplemental plan exhibits to amend the following exhibits: * Exhibit 6.12 Certificate of Incorporation and Bylaws * Exhibit 6.17 Retained Causes Of Action * Exhibit 7.1 GUC Trust Agreement * Exhibit 8.1 Vernon Tort Claims Trust Agreement * Exhibit 9.1 Assumed Executory Contracts and Unexpired Leases Full-text copies of which are available at http://bankrupt.com/misc/EXIDEplaex0326.pdf A full-text copy of Judge Carey's Confirmation Order is available at http://bankrupt.com/misc/EXIDEplanord0327.pdf About Exide Technologies Headquartered in Milton, Ga., Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002, and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. Exide disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. Schnader Harrison Segal & Lewis LLP was tapped as special counsel. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co-counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. Geosyntec Consultants was tapped as environmental consultants to the Committee. Robert J. Keach of the law firm Bernstein Shur as fee examiner has been appointed as fee examiner. He has hired his own firm as counsel. * * * In November 2014, the Bankruptcy Court terminated Exide's exclusive period to propose a Chapter 11 plan. The Court ordered that any party-in-interest, including the Official Committee of Unsecured creditors may file and solicit acceptance of a Chapter 11 Plan. Exide already has a plan of reorganization in place. Reorganized Exide's debt at emergence will comprise: (i) an estimated $225 million Exit ABL Revolver Facility; (ii) $264 million of New First Lien High Yield Notes; (iii) $284 million of New Second Lien Convertible Notes. The Debtor's non-debtor European subsidiaries are also expected to have approximately $23 million; (b) The New Second Lien Convertible Notes will be convertible into 80% of the New Exide Common Stock on a fully diluted basis; and (c) New Exide Common Stock would be allocated as follows: 15.0% to Holders of Senior Secured Note Claims after conversion of the New Second Lien Convertible Notes into New Exide Common Stock; 3.0% on account of the DIP/Second Lien Conversion Funding Fee; and 2.0% on account of the DIP/Second Lien Backstop Commitment Fee. In December 2014, Judge Kevin Carey denied the request of Exide shareholders for appointment of an official equity holders' committee. The shareholders objected to the Plan. EXIDE TECHNOLOGIES: Lenders Agree to Extend DIP Maturity Date ------------------------------------------------------------- Phillip A. Damaska, Executive Vice President and Chief Financial Officer of Exide Technologies, said in a regulatory filing Friday that the Company entered into an amendment dated as of March 26, 2015, to the Amended and Restated Superpriority Debtor-in-Possession Credit Agreement, dated as of July 12, 2013, by and among the Company, as US Borrower, Exide Global Holding Netherlands C.V., as Foreign Borrower, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Agent. The Amendment was approved by all lenders under the Amended DIP Credit Agreement. The Amendment extends the maturity date under the DIP facilities to April 30, 2015. The Amendment also extends the milestone for entry by the Bankruptcy Court of an order confirming of the Company's plan of reorganization from March 31, 2015 until April 10, 2015. The Amendment also became effective, among other things, to (a) prohibit any optional prepayment of the term advances outstanding under the Amended DIP Credit Agreement prior to full repayment of the revolver obligations and termination of revolver commitments, (b) provide that any reversal of or amendment to the Confirmation Order (after entry thereof) would constitute an Event of Default, unless otherwise agreed to by the Agent or lenders holding a majority of the revolver commitments and (c) provide that any termination of the backstop commitment agreement described in the Proposed Plan or the plan support agreement described in the Amended DIP Credit Agreement would constitute an Event of Default. A copy of Amendment No. 12, dated as of March 26, 2015, to the Amended and Restated Superpriority Debtor-in-Possession Credit Agreement, dated as of July 12, 2013, by and among Exide Technologies, a Debtor and a Debtor-in-Possession under Chapter 11 of the Bankruptcy Code, as US Borrower, Exide Global Holding Netherlands C.V., as Foreign Borrower, the lenders from time to time party thereto and JP Morgan Chase Bank, N.A., as Agent, is available at http://is.gd/NYs7hl On March 25, 2015, Exide presented to certain lenders under its DIP Facility information regarding a proposed twelfth amendment to the DIP Credit Facility. The presentation is available at http://is.gd/iqWccK About Exide Technologies Headquartered in Milton, Ga., Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002, and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. Exide disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. Schnader Harrison Segal & Lewis LLP was tapped as special counsel. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co-counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. Geosyntec Consultants was tapped as environmental consultants to the Committee. Robert J. Keach of the law firm Bernstein Shur as fee examiner has been appointed as fee examiner. He has hired his own firm as counsel. * * * In November 2014, the Bankruptcy Court terminated Exide's exclusive period to propose a Chapter 11 plan. The Court ordered that any party-in-interest, including the Official Committee of Unsecured creditors may file and solicit acceptance of a Chapter 11 Plan. Exide already has a plan of reorganization in place. Reorganized Exide's debt at emergence will comprise: (i) an estimated $225 million Exit ABL Revolver Facility; (ii) $264 million of New First Lien High Yield Notes; (iii) $284 million of New Second Lien Convertible Notes. The Debtor's non-debtor European subsidiaries are also expected to have approximately $23 million; (b) The New Second Lien Convertible Notes will be convertible into 80% of the New Exide Common Stock on a fully diluted basis; and (c) New Exide Common Stock would be allocated as follows: 15.0% to Holders of Senior Secured Note Claims after conversion of the New Second Lien Convertible Notes into New Exide Common Stock; 3.0% on account of the DIP/Second Lien Conversion Funding Fee; and 2.0% on account of the DIP/Second Lien Backstop Commitment Fee. In December 2014, Judge Kevin Carey denied the request of Exide shareholders for appointment of an official equity holders' committee. The shareholders objected to the Plan. EXIDE TECHNOLOGIES: To Spend $4MM to Curb Air Pollution at Plant ---------------------------------------------------------------- Law360 reported that Exide Technologies Inc. will spend $3.9 million to install state-of-the-art pollution control equipment at the company's lead smelter in Muncie, Indiana, as part of a Clean Air Act settlement, the U.S. Environmental Protection Agency said. According to the settlement, the battery manufacturer will ensure accurate monitoring, reporting and correction of the building's interior pressure -- which must maintain an inward air flow -- and the furnace exhaust temperature, Law360 reported. It must also submit a permit application and potential air pollution calculations that were not previously provided to the state for part of the Muncie facility, the report added. About Exide Technologies Headquartered in Milton, Ga., Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002, and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. Exide disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. Schnader Harrison Segal & Lewis LLP was tapped as special counsel. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co-counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. Geosyntec Consultants was tapped as environmental consultants to the Committee. Robert J. Keach of the law firm Bernstein Shur as fee examiner has been appointed as fee examiner. He has hired his own firm as counsel. * * * In November 2014, the Bankruptcy Court terminated Exide's exclusive period to propose a Chapter 11 plan. The Court ordered that any party-in-interest, including the Official Committee of Unsecured creditors may file and solicit acceptance of a Chapter 11 Plan. Exide already has a plan of reorganization in place. Reorganized Exide's debt at emergence will comprise: (i) an estimated $225 million Exit ABL Revolver Facility; (ii) $264 million of New First Lien High Yield Notes; (iii) $284 million of New Second Lien Convertible Notes. The Debtor's non-debtor European subsidiaries are also expected to have approximately $23 million; (b) The New Second Lien Convertible Notes will be convertible into 80% of the New Exide Common Stock on a fully diluted basis; and (c) New Exide Common Stock would be allocated as follows: 15.0% to Holders of Senior Secured Note Claims after conversion of the New Second Lien Convertible Notes into New Exide Common Stock; 3.0% on account of the DIP/Second Lien Conversion Funding Fee; and 2.0% on account of the DIP/Second Lien Backstop Commitment Fee. In December 2014, Judge Kevin Carey denied the request of Exide shareholders for appointment of an official equity holders' committee. The shareholders objected to the Plan. Judge Carey, on March 27, 2015, signed an order confirming Exide's Fourth Amended Plan of Reorganization. FAMILY CHRISTIAN: Publishers Sue for Books, DVDs ------------------------------------------------ Katy Stech, writing for Daily Bankruptcy Review, reported that dozens of publishers are suing retailer Family Christian, claiming the bankrupt company doesn't have the right to sell about $20 million worth of their consigned books, music, DVDs and church supplies at an auction slated for later this year. According to the report, in a lawsuit, lawyers for 27 companies including United Methodist Publishing House Inc. and Discovery House Publishers demanded that the company either return consigned goods held at the chain's 266 stores or pay them outright. About Family Christian Family Christian Holding, LLC, is the sole owner and member of Family Christian, LLC, which operates and runs Family Christian stores, one of the largest retail sellers of Christian books, music, DVDs, church supplies, and other faith based merchandise. Family Christian, LLC, Family Christian Holding, LLC, and FCS Giftco, LLC, filed Chapter 11 bankruptcy petitions (Bankr. W.D. Mich. Lead Case No. 15-00643) on Feb. 11, 2015. The petition was signed by Chuck Bengochea as president and CEO. The Debtors estimated assets and liabilities of $50 million to $100 million. The Debtors are being represented by Todd Almassian, Esq., at Keller & Almassian PLC, and Erich Durlacher, Esq., Brad Baldwin, Esq., Bryan Glover, Esq., at Burr & Forman LLP as counsel. The U.S. Trustee for Region 9 appointed seven creditors of Family Christian LLC to serve on the official committee of unsecured creditors. FCC HOLDINGS: Gets Court Approval for Great Hill Settlement ----------------------------------------------------------- FCC Holdings Inc. received court approval for its proposed settlement with Great Hill Equity Partners Limited Partnership tied to the sale of equity interests in High-Tech Institute Holdings Inc. FCC Holdings' affiliate Education Training Corp. in 2012 bought the equity interests from Great Hill, which acted as the sellers' representative. About $3 million of the sale proceeds was deposited into an escrow account administered by JPMorgan Chase Bank to satisfy the sellers' indemnification obligations to ETC. The settlement approved by U.S. Bankruptcy Judge Christopher Sontchi allows JPMorgan to disburse the funds held in escrow, of which $500,000 will be disbursed to the buyer. Great Hill will get the remaining funds, according to the agreement. The agreement also requires FCC Holdings and Great Hill to release each other from all claims tied to the 2012 sale. About FCC Holdings FCC Holdings, Inc., and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-11987) on Aug. 25, 2014. Headquartered in Ft. Lauderdale, Florida, FCC and its affiliates provide quality postsecondary education in fourteen states. The FCC schools were started by David Knobel in 1994 in Fort Lauderdale, Florida, and, as of the bankruptcy filing, are owned by Greenhill Capital Partners. Prior to the Petition Date, the Company, which currently operates under the name "Anthem Education," had three sets of schools –- the 14 Florida Career College schools; the 22 Anthem Education schools; and the 5 US Colleges schools. The Debtors' outstanding secured obligations are $49 million, plus interest and fees, comprised of: Tranche A Loans of $18.6 million, Tranche B Loans of $29.1 million, and existing letters of credit of $1.39 million. The Debtors also have unsecured debt of $15 million. Judge Christopher S. Sontchi is assigned to the Chapter 11 cases. The Debtors have tapped Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, as counsel, and KCC as claims and notice agent. The U.S. Trustee has appointed three members to the Official Committee of Unsecured Creditors. Womble Carlyle Sandridge & Rice, LLP, and Ottenbourgh P.C., serve as its co-counsel. FEDERAL RESOURCES: Aspen Land Balks at Consolidation of Cases ------------------------------------------------------------- Creditor Aspen Land Conservation, LLC, objected on March 12, 2015, to Camp Bird Colorado, Inc. and Federal Resources Corporation's motion for substantive consolidation of their bankruptcy estates. Aspen Land, the holder of a Jan. 1, 2007, Promissory Note, secured by a deed of trust that is recorded in February 2010 against Camp Bird's patented mining claims in Ouray County, Colorado, stated that substantive consolidation of the Debtors' bankruptcy estates would cause injustice by prejudicing the unsecured creditors of Camp Bird. Aspen Land also stated that, among other things: 1. the Debtors have failed to meet their burden in proving that substantive consolidation is necessary under the circumstances of the case; 2. the Debtors have oversimplified the substantive consolidation analysis and have not provided enough facts to justify substantive consolidation of the two estates; 3. the directors or executives of the subsidiary do not act independently in the interest of the subsidiary but take direction from the parent corporation; and 4. the formal legal requirements of the subsidiary as a separate and independent corporation are not observed. The Debtors, in their motion, stated that the relief is appropriate because, among other things, similar issues and common creditors exists in both cases and substantive consolidation will ensure the equitable treatment of all creditors at the lowest cost. Aspen Land is represented by: Douglas J. Payne, Esq. John M. Macfarlane, Esq. FABIAN & CLENDENIN 215 South State Street, Suite 1200 Salt Lake City, UT 84111 Tel: (801) 531-8900 Fax: (801) 531-1716 E-mail: dpayne@fabianlaw.com jmacfarlane@fabianlaw.com - and - Christopher D. Bryan, Esq. GARFIELD & HECHT, P.C. 601 East Hyman Avenue Aspen, CO 81611 Tel: (970) 925-1936 E-mail: cbryan@garfieldhecht.com About Federal Resources Federal Resources Corporation and Camp Bird Colorado, Inc., filed voluntary petitions for protection under Chapter 11 of the Bankruptcy Code on Dec. 29, 2014, with the U.S. Bankruptcy Court for the District of Utah (Salt Lake City). The Debtors are represented by David E. Leta, Esq., and Andrew V. Hardenbrook, Esq., at Snell & Wilmer L.L.P. FENDER MUSICAL: S&P Affirms 'B' CCR & Revises Outlook to Positive ----------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Arizona-based Fender Musical Instruments Corp. S&P also revised its outlook to positive from stable. S&P also raised the rating on the senior secured term loan due 2019 to 'BB-' from 'B+', and revised the recovery rating to '1', indicating the prospect of very high recovery (90% to 100%) in the event of a payment default, from '2'. "Our outlook revision is based on our expectation of stronger credit ratios for fiscal 2014, in part because of the company's debt prepayment from free cash flow, but also from the net proceeds of the sale of the Guild, Ovation and Takamine guitar brands, and the sale of the assets of KMC percussion and the KMC Music wholesale distribution business," said Standard & Poor's credit analyst Stephanie Harter. "The lower debt level also results in greater recovery prospects for the term loan." The positive outlook reflects the strong possibility of an upgrade if the company demonstrates further improvement in EBITDA margin resulting in sustained credit ratios, specifically FFO to debt closer to 15%, while debt to EBITDA remains below 4.5x. FLINTKOTE COMPANY: Deadline to Remove Suits Extended to Aug. 31 --------------------------------------------------------------- U.S. Bankruptcy Judge Mary Walrath has given Flintkote Company until Aug. 31,2015, to file notices of removal of lawsuits involving the company and its affiliate Flintkote Mines Limited. 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: AWG Affiliates Designated as Purchasers -------------------------------------------------- Associated Wholesale Grocers, Inc. has designated two of its affiliates as purchasers in connection with the sale of Foods Inc.'s assets. In a filing with the U.S. Bankruptcy Court for the Southern District of Iowa, AWG said it has designated DGS-Acquisitions LLC as the purchaser of Foods Inc.'s assets except the real property located at 1320 E. Euclid Avenue, in Des Moines, Iowa. Meanwhile, DGS-RE, LLC has been designated as the purchaser of the Euclid property, according to the filing. AWG emerged as the winning bidder for Foods Inc.'s assets at a bankruptcy auction held in January this year. About Foods Inc. 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. 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. GANNON INTERNATIONAL: Dist. Court Won't Revive Chapter 11 Case -------------------------------------------------------------- District Judge Ronnie L. White of the Eastern District of Missouri affirmed the bankruptcy court order dismissing the Chapter 11 case of Gannon International, Ltd. Gannon International, Ltd. is a Missouri corporation, with William Franke as the founder and principal investor. The Debtor operates primarily as a holding company of a number of subsidiary and affiliate companies, including The Gannon Management Co. of Missouri, the Gannon Management Co. of Florida, the Gannon Services Company, The Gannon Equities Company, and the Gannon Pacific Company. The Debtor owned and managed numerous apartment complexes in Missouri and Florida, most of which had been sold prior to 2008. Gannon Pacific's business operations, by and through its subsidiaries, are or were based in Southeast Asia, specifically Hong Kong and Vietnam. These interests include a milk processing facility in Vietnam, which the Debtor sold for a profit in 2011; a leasehold on a small office in Vietnam; and a business license and partial interest in Long Ahn Brewery located in Vietnam. Gannon International, Ltd.'s bankruptcy case commenced on July 9, 2013 upon the filing of an involuntary Chapter 7 petition in the United States Bankruptcy Court for the Eastern District of Missouri. Three independent creditors, Connell Brothers Co., Ltd.; R.S. Bacon Veneer, Inc.; and Robert P. Greene filed the petition based on each party's independent judgment against the Debtor. The Debtor initially opposed involuntary bankruptcy proceedings and sought dismissal of the involuntary petition, which the court denied after a hearing. The Debtor then filed a motion to reconsider the court's denial of the motion to dismiss, and the court also denied that motion on October 22, 2013. The Debtor later consented to the entry of an order for relief on the condition that the court convert the case to a Chapter 11 proceeding, which the court then converted on October 31, 2013. On January 30, 2014, Greene filed a Motion to Convert the Case to Chapter 7 and also requested an expedited hearing. The court granted the motion to expedite the hearing and set the hearing for February 18, 2014. The Debtor objected to the motion and asked that the court appoint an Examiner to investigate the Debtor and its assets. On February 25, 2014, the court granted the request for an order appointing an Examiner and accepted the offer to pay the Examiner's fees by Debtor's principal, William Franke. The court also continued the hearing on the Motion to Convert until March 26, 2014. On March 3, 2014, the court appointed Steven E. Holtshouser as the Examiner in the case. On April 9, 2014, the Examiner notified the court that Mr. Franke failed to comply with the payment schedule, although the Examiner indicated he had made significant progress in the investigation. The following day, Creditor U.S. Bank filed a Motion to Dismiss and Motion to Expedite Hearing, indicating that dismissal was preferred to a conversion to Chapter 7 because it was in the best interests of creditors. On April 14, 2014, the court held a hearing on Greene's Motion to Convert from Chapter 11 to Chapter 7, the Examiner's notices regarding wire transfers, and Creditor U.S. Bank's Motions to Expedite Hearing and to Dismiss. After hearing oral arguments, the court orally granted the motion to dismiss and denied the motion to convert. The Bankruptcy Court entered a written order on April 18, 2014 dismissing Gannon's Chapter 11 bankruptcy case and denying the motion to convert. Greene filed a Notice of Appeal to the United States District Court for the Eastern District of Missouri on May 1, 2014. A copy of the District Court's March 26 Memorandum and Order is available at http://is.gd/mgoD5nfrom Leagle.com. GBG RANCH: Benavides Balks at Broker's Fee Application ------------------------------------------------------ Guilermo Benavides, Z, party-in-interest in the Chapter 11 case of GBG Ranch, LTD, opposes LHP Holdings, LLC's application for compensation for a fee in excess of $100,000 for work performed in GBG Ranch's Chapter 11 case. Mr. Benavides related that LHP, as real estate broker for the Debtor, had a little substantive involvement in a transaction with which LHP asked compensation for. LHP, in its first application for compensation, stated that it is entitled under the Sept. 23, 2014 order authorizing employment and the order of sale to be paid a commission of $101,988 ($4,079,542 x 2.5% = $101,989) on the closing of the sale of Hill Ranch Tracts 1,2,8 and 9. The sale closed on Jan. 15, 2015. Mr. Benavides is represented by: Kenneth A. Valls, Esq. Stephen L. Dittlinger, Esq. TREVINO, VALLES & HAYNES, LLP 6909 Springfield Ave., Suite 200 P.O. Box 450989 (78045) Laredo, TX 78041 Tel: (956) 722-1417 Fax: (956) 791-0220 - and - Jason Davis, Esq. Santos Vargas, Esq. DAVIS & SANTOS ATTORNEYS & COUNSELOR, P.C. The Weston Centre 112 E. Pecan Street, Suite 900 San Antonio, TX 78205 Tel: (210) 853-5882 Fax: (210) 200-8395 About GBG Ranch GBG Ranch, LTD, a Texas Limited Partnership, sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 14-50155) in Laredo, Texas on July 8, 2014, without stating a reason. The Debtor tapped the Law Office of Carl M. Barto as bankruptcy counsel. Leslie M. Luttrell and the Luttrell + Villareal Law Group serve as special counsel. In schedules filed Dec. 9, 2014, the Debtor disclosed $54.1 million in assets and $4.40 million in liabilities as of the Chapter 11 filing. GBG RANCH: Schoenbaum Curphy Approved as Special Trust Counsel -------------------------------------------------------------- The U.S. Bankruptcy Court authorized GBG Ranch, Ltd., to employ Schoenbaum, Curphy, & Scanlan, P.C., as a special trust counsel, nunc pro tunc to Dec. 3, 2014. SCS is expected to assist the Debtor in the bankruptcy proceeding in the formulation, preparation and implementation of the GBG Ranch Trust as contemplated in the Debtor's Plan of Liquidation. SCS will, among other things: a. consult with the Debtor regarding the formulation and implementation of the GBG Ranch Trust; b. consult with Quita Wind Energy Company, LLC regarding the formulation and implementation of the GBG Ranch Trust; and c. direct the drafting of the GBG Ranch Trust. SCS has agreed to perform legal services at the negotiated hourly rate hourly rate of $325 to $350. This rate will be uniform for all shareholders of SCS. The principal attorneys and paraprofessionals presently designated to represent the Debtor, and their current hourly rates, are: R. James Curphy, shareholder: $350 Emily Harrison Liljenwall, shareholder $325 Banks M. Smith, shareholder: $350 The Debtor related that the lawyers of SCS are not technically "disinterested" as that term is defined in the Bankruptcy Code. Mr. Curphy and SCS currently represent Guillermo Benavides Z. (Memo) and Manuel A. Benavides (Guero) in their individual estate planning endeavors. Lawyers of SCS will not be called upon to take any adversarial position in the proceeding regarding Memo, Guero, the children's trusts or Quita Wind Energy Company, LLC. About GBG Ranch GBG Ranch, LTD, a Texas Limited Partnership, sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 14-50155) in Laredo, Texas on July 8, 2014, without stating a reason. The Debtor tapped the Law Office of Carl M. Barto as bankruptcy counsel. Leslie M. Luttrell and the Luttrell + Villareal Law Group serve as special counsel. In schedules filed Dec. 9, 2014, the Debtor disclosed $54.1 million in assets and $4.40 million in liabilities as of the Chapter 11 filing. GENERAL MOTORS: Shield in Doubt as Judge Mulls Ending Bar on Suits ------------------------------------------------------------------ Linda Sandler, writing for Bloomberg News, reported that U.S. Bankruptcy Judge Robert Gerber in Manhattan has expressed doubts about his decision six years ago when he old General Motors Co. it didn't have to worry about lawsuits over cars made before its $49.5 billion government bailout. According to the report, Judge Gerber said the bar might allow GM to get away with alleged misconduct tied to an ignition switch defect in some cars. GM may have acted "very badly" in delaying recalls of cars it knew might be dangerous, Judge Gerber said at a hearing. As previously reported by The Troubled Company Reporter, the number of eligible deaths linked to the General Motors' faulty ignition switch stood at 74 people on March 23. The number of eligible deaths linked to the General Motors faulty ignition switch stood at 67 on March 16. Bill Vlasic, writing for The New York Times, reported that while General Motors has settled one potentially explosive lawsuit related to defective ignition switches, the company still faces the possibility of depositions of its employees in a broader class-action case as a number of current and former GM employees are scheduled to be questioned under oath, beginning in May, in a sweeping case in federal court in New York. According to the New York Times, GM avoided depositions in the wrongful-death case settled with the parents of Brooke Melton, 29, a Georgia woman who was killed in a crash in a Chevrolet Cobalt equipped with a faulty ignition switch, but the lawyers who represented Ms. Melton's parents said that legal efforts to collect internal GM documents and depose employees would continue nonetheless. Jef Feeley, writing for Bloomberg News, reported that Peter Safirstein, a lawyer for pension funds suing GM, said more than a dozen current and former GM directors failed to adequately oversee the company's operations for about three years starting in 2010 and had no system to ensure the Detroit-based company produced safe vehicles or reported problems to government regulators. GM investors urged a judge to let their lawsuit proceed against the automaker's board that they say was asleep at the switch while the company produced cars with faulty ignition systems that led to fatal accidents, the Bloomberg report said. About General Motors General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. * * * The Troubled Company Reporter, on Sep. 29, 2014, reported that Standard & Poor's Ratings Services raised its corporate credit rating on U.S. automaker General Motors Co. (GM) to 'BBB-' from 'BB+', and revised the outlook to stable from positive. At the same time, S&P raised its issue-level rating on GM's unsecured debt to 'BBB-' from 'BB+' and simultaneously withdrew its '4' recovery rating on that debt, because S&P do not assign recovery ratings to the issues of investment-grade companies. On Oct. 21, 2014, the TCR reported that Fitch Ratings has assigned a rating of 'BB+' to GM's amended unsecured credit facilities. Fitch currently rates GM's Issuer Default Rating (IDR) 'BB+'. The Rating Outlook is Positive. Fitch has also affirmed and withdrawn the 'BB+' IDR of GM's General Motors Holdings LLC (GM Holdings) subsidiary, as there is no longer any rated debt at the subsidiary, and Fitch does not expect the subsidiary to be an active issuer going forward. Fitch has also withdrawn GM Holdings' unsecured credit facility rating of 'BB+' as the subsidiary is no longer a borrower on the facilities. The TCR, on Nov. 6, 2014, reported that Fitch Ratings has assigned a rating of 'BB+' to GM's proposed issuance of senior unsecured notes. The existing Issuer Default Rating (IDR) for GM is 'BB+' and the Rating Outlook is Positive. GGW BRANDS: Ch. 11 Liquidating Plan Approved -------------------------------------------- U.S. Bankruptcy Judge Sandra Klein in California has approved the Chapter 11 plan of liquidation proposed by trustee R. Todd Neilson for GGW Brands, creator of the "Girls Gone Wild" franchise, according to various news sources. Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that holders of priority tax and non-tax claims, plus bankruptcy costs other than professional fees, will be fully paid. To cover about $34.2 million of claims, general unsecured creditors will initially share about $435,000, the Bloomberg report related. Katy Stech, writing for The Wall Street Journal, reported that the liquidating plan proposes to pay Girls Gone Wild's older debts using, in part, roughly $1.8 million from the sale of the adult entertainment brand last year. According to the Journal, the plan proposes to give some of the sale proceeds to several ex-employees, Las Vegas entertainment kingpin Steve Wynn, and a woman who sued the company after her bare breasts were illegally filmed at a bar in downtown St. Louis for the "Sorority Orgy II" DVD in 2004. About GGW Brands Santa Monica, California-based GGW Brands, LLC, the company behind the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-15130) on Feb. 27, 2013. Judge Sandra R. Klein oversees the case. The company is represented by the Law Offices of Robert M. Yaspan. The company disclosed $0 to $50,000 in estimated assets and $10 million to $50 million in estimated liabilities in its petition. Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC also sought Chapter 11 protection. GGW Marketing, LLC, another affiliate, filed a voluntary Chapter 11 petition on May 22, 2013, before the Bankruptcy Court for the Central District of California (Los Angeles). The case is assigned Case No. 13-23452. Martin R. Barash, Esq., and Matthew Heyn, Esq., at Klee, Tuchin, Bogdanoff and Stern, LLP, in Los Angeles, California, represent GGW Marketing. In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as Chapter 11 Trustee to take over the companies. Mr. Neilson has investigated failed solar-power company Solyndra and was involved in the Mike Tyson and Death Row Records bankruptcy cases. He is represented by David M Stern, Esq., Jonathan Mark Weiss, Esq., and Robert J Pfister, Esq., at Klee Tuchin Bogdonaff and Stern LLP. In April 2014, the Chapter 11 Trustee sold the "Girls Gone Wild" video franchise and its assets for $1.83 million. An auction set earlier that month was canceled because there were no bids to compete with the so-called stalking horse, who isn't affiliated with founder Joe Francis. HIPCRICKET INC: Seeks Nod for Rust Omni as Admin. Advisor --------------------------------------------------------- The U.S. Bankruptcy Court will convene a hearing today, March 31, 2015, at 11:00 a.m. to consider Hipcricket, Inc.'s application to employ Rust Consulting/Omni Bankruptcy to provide administrative services. Rust Omni will provide these administrative services, among other things: 1. tabulate votes and perform subscription services as may be requested or required in connection with any and all chapter 11 plans that may be filed by the Debtor and provide ballot reports and related balloting and tabulation services to the debtor and its professionals; 2. generate an official ballot certifications and testify, if necessary, in support of the ballot tabulation results; and 3. perform such other administrative services as may be requested by the Debtor that are not otherwise allowed under the 156(c) order. As reported in the Troubled Company Reporter on Jan. 28, 2015, Judge Laurie Selber Silverstein authorized the Debtor to employ Rust Consulting Omni Bankruptcy, a division of Rust Consulting, Inc., as claims and noticing agent. The services to be rendered by Rust Omni will be billed at discounted hourly rates and will range from $20 to $125 per hour. Specifically, Rust Omni will charge the Debtor at these hourly rates: Rate ---- Clerical Support $20 Project Specialists $45 Project Supervisors $65 Consultants $80 Technology/Programming $90 Senior Consultants $125 The firm will charge $0.10 per image for facsimile noticing but will waive the fees for e-mail noticing. The creation of the informational Web site is free of charge but data entry will cost $45 per hour and customization will cost $90 per hour. The firm's call centers will charge $45 per hour. The firm will bill $20 to $125 per hour for the preparation and updating of the schedules and SOFAs. Prior to the Petition Date, the Debtor provided Rust Omni a retainer in the amount of $10,000. About Hipcricket Inc. Headquartered in Bellevue, Washington, Hipcricket, Inc., formerly known as Augme Technologies, is a publicly held Delaware corporation. Hipcricket is in the business of providing end-to-end, data-driven mobile advertising and marketing solutions through its proprietary AD LIFE software-as-a service platform a proprietary, mobile engagement platform for businesses to communicate with customers through cellphones, tablets and other mobile devices. The Company had 77 full-time employees as of the bankruptcy filing. Hipcricket sought Chapter 11 protection (Bankr. D. Del. Case No. 15-10104) on Jan. 20, 2015, with a deal to sell its assets. The Debtor tapped Pachulski Stang Ziehl & Jones LLP as counsel, Canaccord Genuity Inc. as investment banker, Perkins Coie LLP as special corporate counsel, and Omni Management Group, LLC, as claims and noticing agent. As of Jan. 20, 2015, the Company had total assets of $16.8 million and liabilities of $12.06 million. The Debtor filed plan of reorganization sponsored by ESW Capital, LLC. The Debtor and ESW Capital negotiated a replacement postpetition financing facility, providing up to $4.5 million in financing, on substantially similar terms as the DIP Facility provided by SITO Mobile. The U.S. Trustee for Region 3 appointed five creditors to serve on an official committee of unsecured creditors. The Committee retained Cooley LLP as lead counsel, Pepper Hamilton LLP as Delaware counsel, and Getzler Henrich & Associates, LLC, as financial advisor. HRK HOLDINGS: Plan Filing Deadline Extended to August 4 ------------------------------------------------------- HRK Holdings LLC and HRK Industries LLC sought and obtained an order from Judge K Rodney May extending their time to file a Chapter 11 plan and explanatory disclosure statement until Aug. 4, 2015. As reported in the Feb. 5, 2015 edition of the Troubled Company Reporter, the Debtors told the Court that they are pursuing the additional sales of real property and funding for operational expenses. They are also engaged in litigation pending in the Circuit Court of the Ninth Judicial Circuit, in and for Orange County, Florida (Case Number 2013-CA-000098-O). The outcome of additional sales, funding and the litigation will affect the Debtors' plan of reorganization. About HRK Holdings HRK Holdings and HRK Industries LLC filed for Chapter 11 protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on June 27, 2012. Judge K. Rodney May oversees the case. Barbara A. Hart, Esq., and Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser, P.A., represents the Debtors. HRK Holdings disclosed $33.4 million in assets and $26.09 million in liabilities in its revised schedules. According to the Debtors, the bankruptcy filing was necessitated by the immediate need to sell a portion of the remaining property to create liquidity for (a) funding the urgent management of the site-related environmental concerns; the benefit of creditors; funding a litigation filed by the Debtors; and funding of expenses related to additional sales of the remaining property. HRK Holdings is selling real property assets to Allied Universal Corp. and Mayo Fertilizer, Inc. The Court allowed HRK and the purchasers to enter into any modifications to the agreements without need of further Court approval, provided that no amendments will occur without prior consent of Regions Bank. IBCS MINING: Gets Approval to Sign Mining Deals With MRI, Randall ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Virginia has given IBCS Mining Inc. the green light to sign separate mining agreements with Marshall Resources Inc. and The Randall Lee Stump Revocable Lifetime Trust. The mining deal with Marshall Resources authorizes IBCS Mining's Kentucky division to sell to the company 5,000 tons of coal per month or 10,000 total tons for $46 per ton FOB (free on board). Meanwhile, the other agreement provides IBCS Mining's Kentucky division with the right to transport coal over the trust's real property for an initial five-year term. In return, the company will pay to the trust either 35 cents per clean ton of coal that is transported, or 50 cents per clean ton of coal if it is sold for more than $60 dollars per ton. About IBCS Mining IBCS Mining, Inc., and IBCS Mining, Inc., Kentucky Division, filed Chapter 11 bankruptcy petitions (Bankr. W.D. Va. Case Nos. 14-61215 and 14-61216) on June 27, 2014. The Court on July 8, 2014, authorized the joint administration of the cases. The cases are assigned to Judge Kevin R. Huennekens. IBCS Mining estimated assets and debts of at least $10 million. IBCS Mining Inc. disclosed $6.91 million in assets and $7.28 million in liabilities. Hirschler Fleischer, P.C., serves as the Debtors' counsel. The U.S. Trustee for Region 4 appointed two creditors to serves in an official committee of unsecured creditors. ICEBOXX LLC: Case Summary & 15 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: IceBoxx, LLC 200 S. Wacker Dr., Suite 625 Chicago, IL 60606 Case No.: 15-11132 Chapter 11 Petition Date: March 27, 2015 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Jacqueline P. Cox Debtor's Counsel: William J Factor, Esq. THE LAW OFFICE OF WILLIAM J. FACTOR, LTD 1363 Shermer Road, Suite 224 Northbrook, IL 60062 Tel: 847-239-7248 Fax: 847-574-8233 Email: wfactor@wfactorlaw.com - and - David Paul Holtkamp, Esq. THE LAW OFFICE OF WILLIAM J. FACTOR, LTD 105 W. Madison, Ste. 1500 Chicago, IL 60602 Tel: (312) 878-0977 Email: dholtkamp@wfactorlaw.com Total Assets: $912,435 Total Liabilities: $2.3 million The petition was signed by Michael Williams, manager. A list of the Debtor's 15 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb15-11132.pdf INTERVAL ACQUISITION: Moody's Assigns Ba2 CFR, Outlook Stable ------------------------------------------------------------- Moody's Investors Service rated Interval Acquisition Corp's proposed $300 million senior unsecured notes at Ba3. At the same time, Moody's assigned a Ba2 Corporate Family Rating, a Ba2-PD Probability of Default Rating, and an SGL-1 Speculative Grade Liquidity rating. The rating outlook is stable. This is the first time Moody's is rating Interval since its ratings were withdrawn on Sep. 6, 2012. The proposed $300 million senior unsecured notes will be used to repay outstanding borrowings under Interval's revolving credit facility and for fees and expenses. Approximately $220 million of the borrowings outstanding under the revolving credit facility were used to fund Interval's acquisition of Hyatt Residential Group ("HRG" and now known as Hyatt Vacation Ownership) from Hyatt Corporation in October 2014. The HRG acquisition includes an 80 year Master License Agreement and Hyatt's ownership interest in the Hyatt Ka'anapali Beach joint venture. New Ratings Assigned: -- Corporate Family Rating, at Ba2 -- Probability of Default Rating, at Ba2-PD -- Proposed $300 million senior unsecured notes due 2023, at Ba3 (LGD 5) -- Speculative Grade Liquidity rating, at SGL-1 Interval's Ba2 Corporate Family Rating reflects its ability to grow revenue and maintain fairly consistent cash flow generation despite the pressures its timeshare exchange business (about 52% of revenue) continues to face. Despite good membership retention rates, Interval continues to face modest declines in membership levels as a result of slow new member growth and pricing pressure from corporate accounts. Interval has been able to offset these pressures by expanding its management and rental businesses through the acquisitions of VRI Europe and Aqua Hospitality. Moody's views the HRG acquisition positively as it provides Interval with an entry into a higher price point and it includes Hyatt's ownership interest in the joint venture that is developing the Hyatt Ka'anapali Beach timeshare property. Moody's believes the income from the Hyatt Ka'anapali Beach joint venture will more than offset the earnings declines being experienced by the exchange business. The ratings acknowledge Interval's reasonable leverage with pro forma debt-to-EBITDA of 3.3 times, and strong interest coverage with pro forma EBITA-to-Interest Expense of 5.5 times. The ratings are also supported by Interval's very good liquidity. The ratings are constrained by Interval's small scale in terms of revenue and geographic concentration of its vacation ownership resorts. The ratings also consider the limited availability of credit to the timeshare industry which continues to hamper developers' ability to build and sell new timeshare units. As a result, Moody's expect the company may continue to pursue acquisitions in order to drive growth. The Speculative Grade Liquidity Rating of SGL-1 represents very good liquidity. The SGL-1 acknowledges the company's healthy cash levels (about half of which is domiciled in the U.S.), strong free cash flow characteristics relative to its revenue base, and no near term debt maturities. Interval had $80 million in cash at Dec. 31, 2014 and generated about $66 million in free cash flow. In 2015, Moody's expect the company will generate about $50 million to $55 million of free cash flow after capital spending and dividends. The company's $600 million committed revolving credit facility expires in 2019 and provides an ample level of alternate liquidity for unexpected contingencies or growth opportunities. Current borrowings under the revolver are about $488 million. Moody's anticipate the company will use the proceeds from the proposed $300 million senior unsecured notes offering to reduce drawings under the revolver such that outstanding fall to about $194 million. In addition, Moody's anticipate Interval will use its free cash flow to repay drawings under the revolver going forward. Interval is currently seeking an amendment to the revolver to modify the leverage based covenant from a 3.5 times total leverage ratio to a 3.25 times senior secured leverage ratio. In addition, Moody's expect that the company will maintain ample headroom under its two financial covenants, debt-to-EBITDA and EBITDA-to-interest, as defined. The stable rating outlook reflects Moody's expectation that Interval will continue to grow earnings and generate free cash flow despite the pressures its membership and exchange business is facing. The stable outlook also incorporates Moody's expectation that Interval continue to pay dividends but that its share repurchases will be limited as it will use its free cash flow (after dividends) to repay debt. Rating improvement is limited given Interval's relatively small size, narrow business profile, and concentration in the timeshare exchange business. Over the longer term, an upgrade could be considered should Interval's earnings diversify away from the timeshare exchange business and should debt-to-EBITDA remain below 2.25 times. Ratings could be lowered if Moody's believes Interval's debt/EBITDA will rise above 3.75 times or EBITA-to-Interest Expense were to drop and remain below 5 times. Ratings could also be pressured if Interval were to pursue debt-financed share repurchases, dividends, or other shareholder-friendly activities. Interval Leisure Group, Inc., headquartered in Miami, Florida, provides membership and leisure services to the vacation industry. It is the parent company of Interval Acquisition Corp. and a guarantor of the proposed $300 million senior unsecured notes. It operates under two segments: Exchange and Rental (79% of revenues) and Vacation Ownership (21% of revenues). Its Exchange and Rental segment provides timeshare exchanges through Interval International, Trading Places International, and Hyatt Residence Club. The Exchange and Rental segment also provides vacation rentals through Aston Hotels and Resorts and Aqua Hospitality. The Vacation Ownership provides management and related services to vacation ownership properties and or their associations. The Vacation Ownership segment also sells, markets, and finances vacation ownership interests. The Vacation Ownership segment consists of Vacation Resorts International ("VRI"), Trading Places International, VRI Europe, and Hyatt Vacation Ownership. The company generates annual net revenues of about $615 million (including a partial year of Hyatt Residential Group). The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. INTERVAL LEISURE: S&P Assigns 'BB+' CCR; Outlook Stable ------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB+' corporate credit rating to Interval Leisure Group Inc. (Interval). The rating outlook is stable. At the same time, S&P assigned subsidiary Interval Acquisition Corp.'s $600 million senior secured credit facility due 2019 S&P's 'BBB-' issue-level rating, with a recovery rating of '2,' indicating substantial (70% to 90%) recovery for lenders in the event of a payment default. In addition, S&P assigned its proposed $300 million senior unsecured notes due 2023 its 'BB-' issue-level rating, with a recovery rating of '6', indicating negligible (0% to 10%) recovery for lenders in the event of a payment default. Interval Leisure Group Inc. guarantees both debt issuances. Interval plans to use the proceeds from the proposed senior note issuance to repay outstanding balances under its revolving credit facility and for transaction fees and expenses. "The 'BB+' corporate credit rating reflects our assessment of Interval's business risk profile as 'satisfactory' and our assessment of the company's financial risk profile as 'intermediate,' according to our criteria," said Standard & Poor's credit analyst Carissa Schreck. S&P's business risk profile assessment of "satisfactory" reflects the relative stability in the company's fee-for-service timeshare exchange, management, and rental businesses, as well as its low overall profit volatility. This is supported by a historically high customer retention rate (around 90%), long-term relationships with timeshare developers, and a diverse network of properties. S&P's stable outlook reflects its expectation for continued good growth in Interval's fee-for-service businesses, resulting in lease-adjusted debt to EBITDA in the mid-2x area in 2015 and in the low-2x area in 2016, and FFO to total debt between 25% and 30% over the same periods. S&P could lower the rating one-notch, to 'BB', if the company pursues meaningful debt-financed acquisitions or shareholder returns, or if operating performance meaningfully declines, resulting in adjusted leverage sustained above 4x. In addition, to the extent that Interval's vacation ownership business becomes a much larger contributor to its overall operating performance, and if S&P believes Interval is likely to experience higher levels of volatility over the economic cycle as a result, S&P could lower the rating. The absence of a long-term financial policy leverage target introduces uncertainty regarding the company's future use of balance sheet leverage and currently limits rating upside potential. However, if S&P believes that Interval will sustain leverage below 3x, and there is no deterioration in its assessment of business risk, we could raise the rating one notch to 'BBB-'. IVEDA SOLUTIONS: AWC Expresses Going Concern Doubt -------------------------------------------------- Iveda Solutions, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K for the fiscal year ended Dec. 31, 2014. AWC (CPA) Limited expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. The Company reported a net loss of $5.66 million on $2.19 million in revenue for the year ended Dec. 31, 2014, compared to a net loss of $6.8 million on $3.35 million of revenues in the same period last year. The Company's balance sheet at Dec. 31, 2014, showed $3.48 million in total assets, $4.24 million in total liabilities, and stockholders' deficit of $0.76 million. A copy of the Form 10-K is available at: http://is.gd/0hRKqB Mesa, Ariz.-based Iveda Solutions, Inc., sells and installs video surveillance equipment, primarily for security purposes and secondarily for operational efficiencies and marketing, and provides video hosting in-vehicle streaming video, archiving, and real-time remote surveillance services with a proprietary reporting system, DS(TM) (Daily Surveillance Report), to a variety of businesses and organizations. The Company reported a net loss of $1.59 million on $351,000 of total revenue for the three months ended June 30, 2014, compared with a net loss of $1.51 million on $794,000 of total revenue for the same period in 2013. The Company's balance sheet at June 30, 2014, showed $4.09 million in total assets, $2.88 million in total liabilities, long term debt and convertible debentures of $3.31 million, $159,000 in due to related party, and a stockholders' deficit of $2.27 million. IVEYFUND LLC: Dist. Court Rejects Appeal From Stay Relief Order --------------------------------------------------------------- Arizona District Judge David G. Campbell granted the motion of MZ2, LLC seeking dismissal of Iveyfund, LLC's bankruptcy appeal. MZ2 argues that Iveyfund's appeal is equitably moot, statutorily moot, and untimely. The Court agrees that Iveyfund's appeal is moot. This case involves two parcels of vacant property that formerly belonged to Iveyfund, LLC. In August 2014, Iveyfund filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 14-12802). At that time, MZ2 held promissory notes secured by deeds of trust for the two properties belonging to Iveyfund. Wanting to foreclose on these properties, MZ2 filed a motion asking the bankruptcy court to dismiss the case, terminate the stay, or grant adequate protection. Over the next two months, and with the bankruptcy court's approval, Iveyfund unsuccessfully attempted to sell the properties to a different buyer. On December 10, the bankruptcy court granted MZ2's motion for relief from the automatic stay protecting the two properties. A trustee's sale was held on December 29, and MZ2 purchased the properties. On that same day, Iveyfund filed a notice of appeal from the bankruptcy court's order. "The bankruptcy court entered an order that permitted the sale of the two properties belonging to Iveyfund. . . . Iveyfund failed to obtain a stay from this order and MZ2 completed the sale. Iveyfund's appeal from the order is therefore moot," the District Court said in its March 27 Order available at http://is.gd/X9pgx1 from Leagle.com. Iveyfund LLC is represented by Blake David Gunn, Law Office of Blake D Gunn. MZ2 LLC is represented by Joel Frederic Newell, Lane & Nach PC. JAMES RIVER: Hires Motleys Asset to Market Miscellaneous Property ----------------------------------------------------------------- James River Coal Company and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Motleys Asset Disposition Group to market miscellaneous property of the Debtors and to conduct an Internet auction for the Miscellaneous Property. The Debtors currently are in possession of artwork, equipment and furniture at the Richmond Office located at 901 East Byrd Street, Suite 1600, Richmond, VA 23219. In light of the upcoming move into new office space, the Debtors find it appropriate and in the best interests of their estates to sell the Miscellaneous Property at this time rather than incur the expenses associated with moving and storing the property. The Debtors do not believe that the Miscellaneous Property has significant value, but believe it can be sold profitably for the benefit of their estates and creditors. Under the terms of the Consignment Contract, Motleys has agreed to advertise and market the Miscellaneous Property and to conduct the auction in exchange for a commission of 35% of the sale price of each item sold, plus the buyers' premium and reasonable sale expenses, payable at the time of the closing of the sale of the particular Miscellaneous Property. William D. Irvin, lead appraiser of Motleys Asset, 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. Motleys Asset can be reached at: William D. Irvin MOTLEYS ASSET DISPOSITION GROUP 3600 Deepwater Terminal Road Richmond, VA 23234 Tel: (804) 232-3300 About James River James River Coal Company is a producer and marketer of coal in the Central Appalachia ("CAPP") and the Midwest coal regions of the United States. James River's principal business is the mining, preparation and sale of metallurgical coal, thermal coal (which is also known as steam coal) and specialty coal. James River and 33 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in Richmond, Virginia, on April 7, 2014. The petitions were signed by Peter T. Socha as president and chief executive officer. Judge Kevin R. Huennekens oversees the Chapter 11 cases. On the petition date, James River Coal disclosed total assets of $1.06 billion and total liabilities of $818.6 million. The Debtors are represented by Tyler P. Brown, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq. at Hunton & Williams LLP of Richmond, VA and Marwill S. Huebner, Esq, Brian M. Resnick, Esq., and Michelle M. McGreal, Esq. at Davis Polk & Wardwell LLP of New York, NY. Kilpatrick Townsend & Stockton LLP serves as the Debtors' special counsel. Perella Weinberg Partners L.P. is the Debtors' financial advisor. Deutsche Bank Securities Inc. serves as the Debtors' investment banker and M&G advisor. Epiq Bankruptcy Solutions, LLC, acts as the debtors' notice, claims and administrative agent. The U.S. Trustee for Region 4 has appointed five creditors to the Official Committee of Unsecured Creditors. Michael S. Stamer, Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq., Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at LeClairRyan. The Debtors, in August 2014, won authority to sell the Hampden Mining Complex (including the assets of Logan & Kanawha Coal Company, LLC), the Hazard Mining Complex (other than the assets of Laurel Mountain Resources LLC) and the Triad Mining Complex for $52 million plus the assumption of certain environmental and other liabilities, to a unit of Blackhawk Mining. The Buyer is represented by Mitchell A. Seider, Esq., and Charles E. Carpenter, Esq., at Latham & Watkins LLP. JASON MARKETING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Jason Marketing Corporation P.O. Box 52-0810 Miami, FL 33152-0810 Case No.: 15-15576 Chapter 11 Petition Date: March 27, 2015 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Hon. Laurel M Isicoff Debtor's Counsel: Jacqueline Calderin, Esq. EHRENSTEIN CHARBONNEAU CALDERIN 501 Brickell Key Drive #300 Miami, FL 33131 Tel: 305.722.2002 Fax: 305.722.2001 Email: jc@ecclegal.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Norman Welch, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb15-15576.pdf JEFFREY SWARTZ: Cts Split on Jurisdiction for Stay-Violation Suit ----------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that U.S. District Judge Beverly Reid O'Connell in Los Angeles granted a lender’s motion to dismiss the complaint in an opinion on Feb. 26. According to the report, an individual filed a Chapter 13 petition. The next day, a lender conducted a non-judicial foreclosure of the bankrupt's home. After the Chapter 13 petition was dismissed, the former bankrupt sued in district court seeking damages for violation of the automatic stay, the report related. Judge O'Connell noted that the courts of appeal are divided on whether claims for violation of the stay can be brought only in bankruptcy court, the report related. Judge O'Connell decided to dismiss the suit, based in part on local rules that refer bankruptcy-related cases to the bankruptcy courts, the report related. The case is Swartz v. Nationstar Mortgage LLC, 14-08649, U.S. District Court, Central District California (Los Angeles). JHK INVESTMENTS: March 31 Hearing on Bid for Plan Extension ----------------------------------------------------------- The Bankruptcy Court will convene a hearing on March 31, 2015, at 10:00 a.m., to consider JHK Investment LLC's request for extension of dates and deadlines set forth in the Court's stipulated order setting a timetable for filing and confirmation of a plan of reorganization, or in the alternative, convert the case to Chapter 7 or dismiss the Debtor's case. The Debtor is requesting that its time to either move to dismiss the case or file a plan and disclosure statement be extended until April 30. The stipulated time table order provided that the Debtor must either file a motion to dismiss its case or a disclosure statement and plan by Feb. 27, which was moved until March 22. About JHK Investments JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn. Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, 2012, estimating under $100 million in assets and more than $10 million in liabilities. Bankruptcy Judge Alan H. Shiff presides over the case. James Berman, Esq., Lawrence S. Grossman, Esq., Craig I. Lifland, Esq., and Aaron Romney, Esq., at Zeisler & Zeisler, P.C., represent the Debtor. Westport, Connecticut-based JHK is an investment company founded by the former senior management team of United States Surgical Corporation. Founded by Leon C. Hirsch in 1963, USSC became a global medical device manufacturer with sales exceeding $1.2 billion and employing $4,000 Connecticut residents. The Debtor disclosed $38,690,639 in assets and $32,127,278 in liabilities as of the Chapter 11 filing. Following the success of USSC, Mr. Hirsch and two other senior USSC executives created JHK in order to produce and develop new markets and penetrate established markets throughout the world for high-tech medical devices. JHK owns equity in several start-up medical subsidiaries. The start-ups include Interventional Therapies, LLC, Auditory Licensing Company, LLC, Biowave Corporation, Gorham Enterprises, LLC, and American Bicycle Group, LLC. Bay City claims to be owed $31 million for funding provided to the Debtor since January 2011. The principals at JHK -- Mr. Hirsch, Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's obligations, pledged the property in Wilton, Connecticut to secure obligations under the guaranty, and pledged all equity interests of JHK. In March 2012, Eleuthera, in its capacity as administrative agent for Bay City, declared an event of default as a result of the passage of the maturity date and the failure to pay the entire amount outstanding. On Aug. 28, 2012, Bay City and Eleuthera purported to exercise the pledge agreements insofar as they purported to register the Principals' interest in JHK in the name of Eleuthera, as nominee for Bay City, and purported to reserve their right to exercise voting rights in JHK. KARMALOOP INC: Court Issues Joint Administration Order ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware issued an order directing joint administration of the Chapter 11 cases of Karmaloop, Inc., and its debtor affiliates, under lead case no. 15-10635. About Karmaloop Inc. Karmaloop, Inc., founded in 1999 by Gregory Selkoe, is a cross-platform digital commerce and media property company that specializes in the sale of global streetwear fashion and culture. Karmaloop specializes in the sale of over 400 brands of apparel, shoes and accessories via an e-commerce business model, primarily using the Web site http://wwww.karmaloop.com/ The company has nearly 5 million monthly unique visitors, 2.2 million Facebook followers and 800,000 Twitter followers. On March 23, 2015, Karmaloop, Inc. and KarmaloopTV, Inc. filed voluntary Chapter 11 bankruptcy petitions in the United States Bankruptcy Court for the District of Delaware (Lead Case No. 15-10635). The cases are assigned to Judge Kevin J. Carey. The Debtors tapped Burns & Levinson LLP and Womble Carlyle Sandridge & Rice, LLP as attorneys; CRS Capstone Partners LLC as financial advisor and Capstone's Brian L. Davies, Jr., as restructuring officer; and Omni Management Group, LLC as claims and noticing agent. KARMALOOP INC: Has Interim Authority to Tap $5MM DIP Loan --------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware gave Karmaloop, Inc., et al., interim authority to obtain $5.0 million in postpetition financing from lender parties led by Comvest Capital II, L.P., and CapX Fund IV, L.P., and use cash collateral securing their prepetition indebtedness. The Final Hearing is scheduled for April 15, 2015, at 12:30 p.m., and maybe continued from time to time without further notice other than that given in open court. Any objection must be filed no later than April 8. At the final hearing, the Debtors seek to borrow up to $30,866,658 under the DIP Facility, which bears interest at 12 percent per annum. The $5 million interim DIP, which was revised before the hearing, provides $1.2 million in new money and rolls up $3.8 million in debt, a lawyer for the Debtors told Judge Walrath, Law360 reported. Judge Walrath signed off on the amended interim facility over the objection of a group of subordinated creditors, who opposed the roll up and urged the court to reduce the amount of new money given to the debtors, Law360 further reported. A full-text copy of the Budget is available at http://bankrupt.com/misc/KARMALOOPbudget.pdf About Karmaloop Inc. Karmaloop, Inc., founded in 1999 by Gregory Selkoe, is a cross-platform digital commerce and media property company that specializes in the sale of global streetwear fashion and culture. Karmaloop specializes in the sale of over 400 brands of apparel, shoes and accessories via an e-commerce business model, primarily using the Web site http://wwww.karmaloop.com/ The company has nearly 5 million monthly unique visitors, 2.2 million Facebook followers and 800,000 Twitter followers. On March 23, 2015, Karmaloop, Inc. and KarmaloopTV, Inc. filed voluntary Chapter 11 bankruptcy petitions in the United States Bankruptcy Court for the District of Delaware (Lead Case No. 15-10635). The cases are assigned to Judge Kevin J. Carey. The Debtors tapped Burns & Levinson LLP and Womble Carlyle Sandridge & Rice, LLP as attorneys; CRS Capstone Partners LLC as financial advisor and Capstone's Brian L. Davies, Jr., as restructuring officer; and Omni Management Group, LLC as claims and noticing agent. KINGSTON TOBACCO: Alter Ego Claims Disappear Once Trustee Settles ----------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that an alter ego claim or a lawsuit to pierce the corporate veil belongs to a bankrupt company's trustee and if the trustee settles the claim, creditors can't sue officers and directors after bankruptcy on the same theory. According to the report, U.S. District Judge Jackson L. Kiser in Danville, Virginia, dismissed a lawsuit filed by several creditors against a company two years prior to the company's bankruptcy filing. A $5 million judgment rendered in the lawsuit was uncollected. The case is Virginia Brands LLC v. Kingston Tobacco Co. Inv., 10-0009, U.S. District Court, Western District Virginia (Danville). LEHMAN BROTHERS: Fights for Stake in $63-Mil. Foreclosed Hotel Loan ------------------------------------------------------------------- Law360 reported that Lehman Brothers Holdings Inc. has asked a New York state judge to find that an Investcorp International Realty Inc. affiliate breached a lending agreement for a foreclosed $62.5 million mezzanine loan to a hotel operator, arguing that a default on the loan didn’t erase its rights under the contract. According to the report, the defunct investment bank brought the suit in 2012, saying IVC WH HG II LLC failed to honor Lehman's junior stake in the loan, after the hotel operator defaulted. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. As of Oct. 2, 2014, Lehman's total distributions to unsecured creditors have amounted to $92.0 billion. As of Sept. 30, 2014, the brokerage trustee has substantially completed customer claims distributions, distributing more than $106 billion to 111,000 customers. LIFE PARTNERS: Files Schedules of Assets and Liabilities -------------------------------------------------------- Life Partners Holdings, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $2,188,639 B. Personal Property $217,498 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $267,504 E. Creditors Holding Unsecured Priority Claims $3,991,352 F. Creditors Holding Unsecured Non-Priority Claims $48,513,452 ----------- ----------- Total $2,406,137 $52,722,308 A copy of the schedules is available for free at http://bankrupt.com/misc/LifePartners_SAL.pdf Previously, the Debtors requested that the Court extend until March 9, 2015, their time to file schedules and statements of financial affairs. The U.S. Trustee agreed to the extension request. About Life Partners Holdings, Inc. Headquartered in Waco, Texas, Life Partners Holdings, Inc. -- http://www.lphi.com/-- is a financial services company engaged in the secondary market for life insurance known as life settlements. Life Partners Holdings, Inc., sought protection under Chapter 11 of the Bankruptcy Code on Jan. 20, 2015 (Bankr. N.D. Tex., Case No. 15-40289). The case is assigned to Judge Russell F. Nelms. The U.S. Trustee for Region 6 appointed three creditors of Life Partners Holdings, Inc. to serve on the official committee of unsecured creditors. Tracy A. Bolt of BDO USA, LLP, was named as examiner in the Debtor's case. LIFE PARTNERS: Says Committee Members Are Creditors of Affiliate ---------------------------------------------------------------- The Life Partners Holdings, Inc., objected to retention of Munsch Hardt Kopf & Harr, P.C. as counsel for the Official Committee of Unsecured Creditors. According to the Debtor, the Committee members were fractionalized interest holders who purchased their interests from and had ongoing relationships with its wholly owned subsidiary, Life Partners, Inc. LPI, not LPHI. One or more of the members of the Committee may be prepetition date plaintiffs in lawsuits filed against LPI, not LPHI. The ministerial fee, a likely source of the Committee's claims, was assessed by and paid to LPI, not LPHI. Throughout the course of the hearing on the various trustee motions, the Committee did not put on any evidence of the source of its member's claims against LPHI specifically, although there was considerable evidence of their various potential claims against LPI. In a separate filing, the Ad Hoc Committee of Direct Fractional Interest Owners of Life Settlement Policies formerly known as Ad Hoc Committee of Fractional Insurance Beneficiaries of Life Partners, Inc., filed an objection to the application stating that it is premature to authorize the OCUC to employ Munsch Hardt. The Ad Hoc Committee noted that the OCUC is formed by persons who have similar interests to the Fractional Interest Committee and are not creditors of the Debtor's bankruptcy case, or alternatively, do not adequately represent the fractional interest owners and other creditors, and have failed to provide notice or information to the thousands of fractional interest owners they purportedly have the fiduciary duty to represent. On Feb. 18, 2015, the Committee filed its application to employ Munsch Hardt as counsel. The Committee's application concludes without any support that the Committee's retention of counsel "is in the best interests of the Committee and its constituents." The application does not specify what measures were taken, if any at all, to ensure that the three Committee members selected counsel and adopted legal positions in consideration of the best interests of all twenty thousand similarly situated fractionalized policy holders. The Ad Hoc Committee is represented by: Stephen A. Kennedy, Esq. David D. Ritter, of counsel KENNEDY LAW, P.C. 1445 Ross Ave. Suite Dallas, TX 75202 Tel: (214) 716-4343 Fax: (214) 593-2821 E-mails: skennedy@saklaw.net dritter@ritter-legal.com About Life Partners Life Partners Holdings, Inc., is the parent company of the world's oldest company engaged in the secondary market for life insurance, commonly called "life settlements." Since its incorporation in 1991, Life Partners, Inc. has completed over 162,000 transactions for its worldwide client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion in face value. Waco, Texas-based Life Partners -- http://www.lphi.com/-- is a financial services company engaged in the secondary market for life insurance known as life settlements. Life Partners sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex., Case No. 15-40289) on Jan. 20, 2015. The case is assigned to Judge Russell F. Nelms. The U.S. Trustee for Region 6 appointed three creditors of Life Partners Holdings to serve on the official committee of unsecured creditors. The Committee tapped Munsch Hardt Kopf & Harr, P.C., as counsel. Tracy A. Bolt of BDO USA, LLP, was named as examiner for the Debtor's case. H. Thomas Moran II was appointed as Chapter 11 trustee for the case. LIFESTYLE LIFT: Collapse Shows Challenge in Running Low-Cost Biz ---------------------------------------------------------------- Sara Randazzo and Leslie Josephs, writing for The Wall Street Journal, reported that the abrupt shutting down of Lifestyle Lift, a nationwide chain of about 50 cosmetic-surgery centers, illustrates a challenge of operating a lower-cost cosmetic-surgery chain at a time when many consumers are opting for less invasive, and less costly, antiaging treatments. According to the report, fueled by its heavy use of national advertisements, the 14-year-old company with 77 doctors had grown to command a major share of the face-lift market. At its peak in 2013, it brought in $186 million in revenue and performed 18% of all face-lifts done by board-certified physicians in the U.S., the report said, citing data prepared last fall by James Phillips, a former outside financial adviser to the chain. MARY SANTIAGO: NYC Landlords Can't Touch Rent-Controlled Flats -------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that a pair of opinions from the New York State Court of Appeals and the Manhattan-based U.S. Court of Appeals for the Second Circuit ruled that tenants in New York City who file for bankruptcy won't lose their below-market-rate apartments. According to the report, combined, the decisions remove the threat that people who file for bankruptcy in New York will be evicted from valuable apartments even though they're current on the rent. A group representing city landlords said the decisions "open the floodgates of imposing unprecedented financial and legal obligations" on "private property owners who provide rent-controlled apartments." The case in the federal court is Santiago-Monteverde v. Pereira (In re Santiago-Monteverde), 12-4131, U.S. Court of Appeals for the Second Circuit (Manhattan). MAUDORE MINERALS: CCAA Stay Extended to June 14 ----------------------------------------------- Maudore Minerals Ltd. on March 27 disclosed that the Superior Court of Quebec has granted an order whereby the stay of proceedings previously obtained under the Companies' Creditors Arrangement Act (the "CCAA") was extended from March 29 to June 14, 2015. The extension was supported by Samson Belair/Deloitte & Touche Inc., which acts as monitor in the proceedings under the CCAA. Maudore is a Quebec-based junior gold company with more than 13 exploration projects. One of these projects is at an advanced stage of development with reported current and historical resources and mining. MITEL NETWORKS: Moody's Affirms B2 CFR & Rates New Debt Ba3 ----------------------------------------------------------- Moody's Investors Service affirmed Mitel Networks Corporation's B2 corporate family rating, B3-PD probability of default rating, SGL-2 speculative grade liquidity rating, and assigned Ba3 ratings to the new $50 million revolving credit facility and $650 million term loan of Mitel, with its subsidiaries, Mitel US Holdings Inc. (US Holdings) and Mavenir Systems (Mavenir) as co-borrowers. The Ba3 ratings on Mitel's existing revolving credit facility and first lien term loan were also affirmed and will be withdrawn when the refinance transaction closes. The ratings outlook remains stable. The financing will be used to partially fund the acquisition of Mavenir for $557 million and to repay existing debt. Mavenir enables Voice over LTE wireless networks (VoLTE) amongst other wireless network products. "While the Mavenir acquisition will increase adjusted Debt/EBITDA leverage to 5.3x from 3.4x, Mavenir is a growth pillar for Mitel and Mitel will apply free cash flow to debt reduction and bring leverage towards 4x within 12 to 18 months after closing," said Peter Adu, Moody's lead analyst for Mitel. Rating Affirmed: -- Corporate Family Rating, B2 -- Probability of Default Rating, B3-PD -- Speculative Grade Liquidity Rating, SGL-2 -- Existing $50 million first lien revolving credit facility due 2019, Ba3 (LGD2) -- Existing $279 million first lien term loan due 2020, Ba3 (LGD2) Ratings Assigned: -- New $50 million first lien revolving credit facility due 2020, Ba3 (LGD2) -- New $650 million first lien term loan due 2022, Ba3 (LGD2) -- Outlook Remains Stable Mitel's B2 CFR primarily reflects declining revenue in its core premise-based PBX telecom business due to deferred customer spending on conversion to efficient Internet Protocol (IP) solutions, coupled with a parallel reduction in costs and less capital intensive operations. Mitel is well-positioned to benefit from a shift towards IP-based communications although the transition has been much slower than expected due to subdued economic conditions in North America and Europe, a trend that is likely to continue for the next few years. Due to the stable margins and low capital intensity of its business, Moody's expects the company to continue to generate positive free cash flow to repay debt and sustain adjusted Debt/EBITDA towards 4x (pro-forma 5.3x without synergies) within the next 12 to 18 months. The rating considers Mitel's improved scale and market position following its Aastra acquisition in Europe, favorable long-term market growth potential due to aging installed base, and vulnerability to competition from larger players. Mitel's SGL-2 liquidity rating is supported by pro-forma cash of about $75 million, full availability under its new $50 million revolver due in 2020, and annual free cash flow around $70 million. These sources will be more than sufficient to meet term loan amortization of about $6.5 million per year. Moody's expects Mitel to maintain headroom of at least 20% under its new lone bank financial covenant (leverage test) over the next four to six quarters. Mitel's ability to generate liquidity from asset sales is limited as the credit facilities are secured by liens on all the assets of the company and its material subsidiaries. The outlook is stable and reflects Moody's expectation that while revenue from Mitel's core business is declining, contributions from its growth businesses (cloud, contact center and mobility) will more than compensate. The outlook is also stable because Moody's expects Mitel to maintain leverage appropriate for the B2 rating even with acquisitions. A rating upgrade will require Mitel to demonstrate it can materially grow revenue and EBITDA while maintaining a good liquidity profile. In addition, an upgrade will require Mitel to sustain adjusted Debt/EBITDA below 3.5x and FCF/Debt towards 10%. The rating could be downgraded if Mitel's liquidity position worsens, if free cash flow generation turns negative or if there is material deterioration in its top line. Also, the rating could be downgraded if earnings shortfall or acquisition activity results in adjusted Debt/EBITDA sustained towards 6x. The principal methodology used in these ratings was Global Communications Equipment Industry published in June 2008. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Mitel Networks Corporation provides phone systems, collaboration applications (voice, video calling, audio and web conferencing, instant messaging etc.) and contact center solutions - premise-based and in the cloud - to businesses of all sizes. Revenue for calendar 2014 was $1.1 billion. The company is headquartered in Ottawa, Ontario, Canada. MJS LAS CROABAS: Ocean Club HOA May Not Pay Sanctions to FDIC ------------------------------------------------------------- In the bankruptcy case of MJS Las Croabas Properties Inc., the Homeowners Association of Ocean Club at Seven Seas (HOA), through its legal counsel, Ms. Anabelle Quinones Rodriguez of the Castellanos Law Group Firm L.L.C., sought relief from the automatic stay in order to pursue an action against the debtor for construction defects in a development project. About three weeks after the filing, however, the HOA filed a formal motion withdrawing the Stay Relief Motion without prejudice. In response, the Federal Deposit Insurance Corp. and the Chapter 7 Trustee sought sanctions against the HOA and its legal counsel for withdrawing the Stay Relief Motion on September 8, 2014 at 4:51 p.m. -- the eve of the hearing scheduled for September 9, 2014. The FDIC said the withdrawal is "unprofessional and contemptible." On Oct. 2, 2014, the Court entered orders granting expenses and costs incurred by the FDIC and the Trustee. On Oct. 8, 2014, the HOA filed an Opposition to the Request for Sanctions. The Court, on Oct. 16, 2014, entered orders vacating its previous orders granting the expenses of the FDIC and the Trustee. On Oct. 30, 2014, the HOA filed a Motion for Reconsideration of the Oct. 16 Order, whereby the court granted the FDIC and the Trustee 21 days to reply to the HOA's Opposition to Motion for Sanctions sustaining that "the term awarded is not only excessive; it is not contemplated in any of the Local Bankruptcy Rules, the Federal Rules for Bankruptcy or in the Puerto Rico Local Rules for the US District Court for that matter." Bankruptcy Judge Enrique S. Lamoutte entered an Opinion and Order on March 13, 2015, available at http://is.gd/1NMsfCfrom Leagle.com, ruling that: -- The HOA's Motion for Reconsideration is denied; -- Ms. Rodriguez and the Castellanos Law Firm are sanctioned to pay the excess costs, expenses and fees in favor of the FDIC and the Trustee. -- The request for sanctions against the HOA is denied. -- The FDIC and the Trustee are further ordered to submit an itemized description of their fees, excess costs and expenses in the manner described in subsection (F), supra, within 14 days of the order. Ms. Rodriguez and the Castellanos Law Firm may file a response 14 days thereafter. About MJS Las Croabas MJS Las Croabas Properties, Inc., is a real estate company formed in 2004 for the purpose of purchasing real property and constructing residential units for marketing and resale to third parties in a development located in Fajardo, Puerto Rico. The company filed for Chapter 11 protection (Bankr. D.P.R. Case No. 12-05710) on July 19, 2012. The case was converted to Chapter 7 on September 13, 2012. NATROL INC: Replies to Nature's Products Disclosure Objections -------------------------------------------------------------- Leaf123, Inc. (f/k/a Natrol, Inc.) and its affiliated debtors urged the Delaware bankruptcy court to approve the disclosure statement explaining their plan of reorganization and toss out objections raised by Nature's Products, Inc. The issues raised in Nature's Products' Objection fall into two categories: (a) the adequacy of the information contained in the Disclosure Statement and (b) confirmation issues. Natrol contends the Objection as to the adequacy of disclosure has been addressed through the inclusion of additional disclosures and information in the Disclosure Statement and in the Plan, and by the fact that the Disclosure Statement is otherwise accurate and sufficient. Natrol said Nature's Products' argument regarding the alleged inaccuracy of the Disclosure Statement is based on its contentions that the Debtors' projection that Class 2 will receive a 100% distribution(plus interest) and, therefore, is unimpaired, is incorrect and that the Debtors' projections regarding the amounts to be reserved is also incorrect. According to Nature's Products, if it is successful on its appeal of a final judgment, the Debtors will not have reserved adequate funds to provide the 100% distribution to Holders of General Unsecured Claims. Natrol contends that their projection is currently accurate, and Nature's Products has provided no evidence to the contrary. As Nature's Product admits, on March 12, 2015, the Florida Court entered the Final Judgment in the Florida Action (i) in favor of Nature's Products against Leaf123, Inc. (f/k/a Natrol, Inc.) in the amount of $747,433.00, plus prejudgment interest at the rate of 18% and attorneys' fees of $383,843.72 and (ii) judgment in favor of Leaf against Nature's Products in the amount of $3,272,705.00, plus attorneys' fees of $1,225,845.75. Therefore, as the matter currently stands, Leaf is owed a net amount of $2,525,272.00 plus attorneys' fees in the amount of $842,002.03. As a result of the uncontroverted decision from the Florida Court, the information the Debtors included in the Disclosure Statement is the most accurate information currently available. Even if Nature's Products appeals the Final Judgment, the issue will be resolved prior to the Confirmation Hearing or, if not resolved by then, should be addressed as part of the Confirmation Hearing, Natrol asserts. By the time the Disclosure Statement Motion is heard, the Debtors will have filed a motion to estimate the potential claim of Nature's Products arising from the Florida Action. The Debtors will request that the Court rule on the Estimation Motion prior to or as part of confirmation. Based on the Court's decision regarding the Estimation Motion, the Debtors will adjust the General Unsecured Claims Reserve to ensure that it is fully funded. In light of these facts, the Disclosure Statement is both currently accurate and the potential issue that Nature's Products complains of will be resolved prior to or at the Confirmation Hearing, making it a nullity. In regard to Nature's Products contention that the Disclosure Statement contains inadequate information because it fails to identify the assumptions upon which the Debtors project a 100% distribution to unsecured creditors, the Debtors are supplementing the Disclosure Statement with an Explanation of Reserves prior to the adequacy of the Disclosure Statement being considered by the Court. The Explanation of Reserves will provide an analysis of the amounts to be reserved and details regarding how the Debtors arrived at those numbers, thus resolving Nature's Products argument that the Disclosure Statement contains inadequate information. Natrol also said the other aspect of the Objection, dealing with the confirmability of the Plan, does not raise legitimate disclosure issues but, rather, invokes confirmation issues that are not properly considered at the Disclosure Statement hearing. At this stage, the Court need consider only the adequacy of the information provided in the Disclosure Statement. In any event, the Objection does not identify any issues that render the Plan "patently unconfirmable." As the Plan falls well within the mandates and requirements of the Bankruptcy Code, the Debtors said the confirmation issues raised in the Objection should also be overruled. The Explanation of Reserves was filed March 30, 2015, a copy of which is available at: http://bankrupt.com/misc/Leaf123_ExplanationOfReserves.pdf As reported by the Troubled Company Reporter, the Debtors were to present the explanatory Disclosure Statement for approval at a hearing on March 30, 2015, at 10:00 a.m. (prevailing Eastern Time). Objections were due March 18. The hearing to consider confirmation of the Plan is currently scheduled for May 6, 2015, at 10:00 a.m. (ET). About Natrol, Inc. Headquartered in Chatsworth, Calif., Natrol, Inc., sold herbs and botanicals, multivitamins, specialty and sports nutrition supplements made to support health and wellness throughout all ages and stages of life. Natrol, Inc., was a wholly owned subsidiary of Plethico Pharmaceuticals Limited (BSE: 532739. BO: PLETHICO). Natrol, Inc., and its six affiliates sought bankruptcy protection (Bankr. D. Del. Case No. 14-11446) on June 11, 2014. The case is assigned to Judge Brendan Linehan Shannon. The Debtors are represented by Robert A. Klyman, Esq., and Samuel A. Newman, Esq., at Gibson, Dunn & Crutcher LLP, in Los Angeles, California; and Michael R. Nestor, Esq., Maris J. Kandestin, Esq., and Ian J. Bambrick, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. The Debtors' Claims and Noticing Agent is Epiq Systems INC. The Debtors requested that the Court approve the employment of (i) Jeffrey C. Perea of the firm Conway MacKenzie Management Services, LLC as chief financial officer and for CMS to provide temporary employees to assist Mr. Perea in carrying out his duties; (ii) Stephen P. Milner of the firm Squar, Milner, Peterson, Miranda & Williamson LLP as chief restructuring officer and for CMS to provide temporary employees to assist Mr. Milner in carrying out his duties; (iv) BDO USA, LLP as auditor; (v) TaxGroup Partners as tax services provider. The Official Committee Of Unsecured Creditors tapped Otterbourg P.C. as lead counsel; Pepper Hamilton LLP as Delaware counsel; and CMAG as financial advisors. On Nov. 10, 2014, the Debtors held an auction for the sale of the assets, and Aurobindo Pharma USA Inc. emerged as the successful bidder. The Court approved the sale and the sale closed on Dec. 4, 2014. The Debtors changed their names to Leaf123, Inc., following the sale. * * * The Troubled Company Reporter, on Feb. 23, 2015, reported that Leaf123, Inc., f/k/a Natrol Inc., and its debtor affiliates filed A Chapter 11 plan of liquidation, pursuant to which tax refunds and credits, all shares of capital stock or other Equity Interests in Natrol UK, all Avoidance Actions not otherwise purchased by the Buyer under the Purchase Agreement, the proceeds from prepetition litigation, the proceeds from the Sale Transaction, and certain other assets are being pooled and distributed to persons or entities holding allowed claims in accordance with the priorities of the Bankruptcy Code. NATURAL PORK: Hires Halderman as Real Estate Agent & Auctioneer --------------------------------------------------------------- Natural Pork Production II, LLP asks authorization from the U.S. Bankruptcy Court for the Southern District of Iowa to employ Christopher C. Peacock, Russell "Rusty" Harmeyer, and Halderman Real Estate Services, Inc. as Debtor's Indiana real estate agent and auctioneer. The Debtor intends to sell its Williamsburg Farm of approximately 84.33 acres, located in Wayne County, Indiana, by public auction to be held early to mid May, 2015. Pursuant to the Listing Agreement, Debtor will pay the sale and auction advertising costs not to exceed $5,500. Halderman has not received any retainer prior to this Application, and Halderman will be paid a commission at 4.50% for both the listing and public auction of the property. Christopher C. Peacock, representative of Halderman, 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. Halderman can be reached at: Christopher C. Peacock HALDERMAN REAL ESTATE SERVICES, INC. P.O. Box 297 Waubash, IN 46992 Tel: (765) 546-0592 E-mail: chrisp@halderman.com About Natural Pork Hog raiser Natural Pork Production II, LLP, filed for Chapter 11 bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11, 2012, in Des Moines. The Company formerly did business as Natural Pork Production, LLC. It does business as Crawfordsville, LLC, Brayton, LLC, South Harlan, LLC, and North Harlan, LLC. The Debtor disclosed $31.9 million in asset and $27.9 million in liabilities, including $7.49 million of secured debt in its schedules. Bankruptcy Judge Anita L. Shodeen oversees the case. Donald F. Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the Debtor as general reorganization counsel. Attorneys at Davis, Brown, Koehn, Shors & Roberts, P.C., in Des Moines, Iowa, represent the Debtor as special litigation counsel. Attorneys at Sugar, Felsenthal Grais & Hammer LLP, in Chicago, represent the Official Committee of Unsecured Creditors. Robert C Gainer, Esq. at Cutler Law Firm, P.C., in West Des Moines, Iowa, represent the Committee as associate counsel. Conway MacKenzie, Inc., serves as its financial advisor. Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar Financial Services, ACA, and AgStar Financial Services, FLCA, as counsel. Michael P. Mallaney, Esq., at Hudson Mallaney Schindler & Anderson, in West Des Moines, Iowa, represents the IC Committee as counsel. NII HOLDINGS: Can Obtain $350-Mil. in Postpetition Financing ------------------------------------------------------------ The U.S. Bankruptcy Court approved NII Holdings' motion for an order authorizing them to obtain post-petition financing, BankruptcyData reported. The Debtors said they have a critical need for a $350 million postpetition financing facility in order to continue to fund the operations of their non-debtor subsidiary operating companies through the anticipated closing date of the sale of the entirety of the Debtors' interest in their business in Mexico, according to BData. In addition, the DIP Facility is necessary to permit the Debtors to meet certain of their obligations and satisfy certain closing conditions under the Stalking Horse Purchase Agreement, which if consummated, will provide the Debtors' estates with over $1 billion in cash proceeds, BData related. Law360 reported that NII Holdings and the bondholders behind a proposed $4.35 billion debt workout torched a "Johnny come lately" creditor group's demand for new restructuring terms, saying that the wireless provider's heavily negotiated Chapter 11 plan had advanced too far already. According to Law360, a group of subordinated bondholders owed $376 million had every chance to participate in the closed-door talks that produced a comprehensive settlement between competing creditor groups to take NII out of bankruptcy by June. The proposed restructuring would turn creditors to the Latin America-focused company into shareholders, cancelling their unsecured bond claims in return for full equity ownership. About NII Holdings NII Holdings Inc. through its subsidiaries provides wireless communication services for businesses and consumers in Brazil, Mexico and Argentina. NII Holdings has the exclusive right to use the Nextel brand in its markets pursuant to a trademark license agreement with Sprint Corporation and offers unique push-to-talk ("PTT") services associated with the Nextel brand in Latin America. NII Holdings' shares of common stock, par value $0.001, are publicly traded under the symbol NIHD on the NASDAQ Global Select Market. NII Holdings and its affiliated debtors sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on Sept. 15, 2014. The Debtors' cases are jointly administered and are assigned to Judge Shelley C. Chapman. The Debtors have tapped Scott J. Greenberg, Esq., and Michael J. Cohen, Esq., of Jones Day as counsel and Prime Clerk LLC as claims and noticing agent. NII Holdings disclosed $1.22 billion in assets and $3.068 billion in liabilities as of the Chapter 11 filing. The U.S. Trustee for Region 2 appointed five creditors of NII Holdings to serve on the official committee of unsecured creditors. The Committee is represented by Kenneth H. Eckstein, Esq., and Adam C. Rogoff, Esq., at KRAMER LEVIN NAFTALIS & FRANKEL LLP. Capital Group, one of the Backstop Parties, is represented by Andrew N. Rosenberg, Esq., Elizabeth R. McColm, Esq., and Lawrence G. Wee, Esq., at PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP. Aurelius, one of the Backstop Parties, is represented by Daniel H. Golden, Esq., David H. Botter, Esq., and Brad M. Kahn, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP. * * * The Plan and Disclosure Statement, filed on Dec. 22, 2014, allow the Debtors to strengthen their balance sheet by converting $4.35 billion of prepetition notes into new stock and provide the Debtors with $500 million of new capital. The Plan also permits the Debtors to avoid the incurrence of significant litigation costs and delays in connection with potential litigation claims and exit bankruptcy protection expeditiously and with sufficient liquidity to execute their business plan. NII HOLDINGS: Files Amended NII Mexico Purchase and Sale Agreement ------------------------------------------------------------------ NII Holdings Inc. has filed a First Amended to the Purchase and Sale Agreement authorizing the sale of NII Mexico. The Purchase Agreement is amended by (a) deleting in its entirety the definition of “Company Approvals” set forth in Section 1.1 of the Purchase Agreement and (b) replacing each reference in the Purchase Agreement to “the Company Approvals” or “any Company Approvals” with a reference to “the Regulatory Approval”. A copy of the Purchase and Sale Agreement is available for free at: http://is.gd/8Sreyk As previously reported by The Troubled Company Reporter, the AT&T affiliate offered to purchase NII Mexico for approximately $1.875 billion and its bid will serve as the stalking horse bid in the auction and sale process. The Purchaser's offer is supported by major creditor constituencies; specifically, a group of entities managed by Aurelius Capital Management, LP; a group of entities managed by Capital Research and Management Company; and the Official Committee of Unsecured Creditors, each of which is a party to the existing Plan Support Agreement. About NII Holdings NII Holdings Inc. through its subsidiaries provides wireless communication services for businesses and consumers in Brazil, Mexico and Argentina. NII Holdings has the exclusive right to use the Nextel brand in its markets pursuant to a trademark license agreement with Sprint Corporation and offers unique push-to-talk ("PTT") services associated with the Nextel brand in Latin America. NII Holdings' shares of common stock, par value $0.001, are publicly traded under the symbol NIHD on the NASDAQ Global Select Market. NII Holdings and its affiliated debtors sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on Sept. 15, 2014. The Debtors' cases are jointly administered and are assigned to Judge Shelley C. Chapman. The Debtors have tapped Scott J. Greenberg, Esq., and Michael J. Cohen, Esq., of Jones Day as counsel and Prime Clerk LLC as claims and noticing agent. NII Holdings disclosed $1.22 billion in assets and $3.068 billion in liabilities as of the Chapter 11 filing. The U.S. Trustee for Region 2 appointed five creditors of NII Holdings to serve on the official committee of unsecured creditors. The Committee is represented by Kenneth H. Eckstein, Esq., and Adam C. Rogoff, Esq., at KRAMER LEVIN NAFTALIS & FRANKEL LLP. Capital Group, one of the Backstop Parties, is represented by Andrew N. Rosenberg, Esq., Elizabeth R. McColm, Esq., and Lawrence G. Wee, Esq., at PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP. Aurelius, one of the Backstop Parties, is represented by Daniel H. Golden, Esq., David H. Botter, Esq., and Brad M. Kahn, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP. * * * The Plan and Disclosure Statement, filed on Dec. 22, 2014, allow the Debtors to strengthen their balance sheet by converting $4.35 billion of prepetition notes into new stock and provide the Debtors with $500 million of new capital. The Plan also permits the Debtors to avoid the incurrence of significant litigation costs and delays in connection with potential litigation claims and exit bankruptcy protection expeditiously and with sufficient liquidity to execute their business plan. NII HOLDINGS: Multiple Parties Object to Noteholders' Mediation Bid ------------------------------------------------------------------- Multiple parties -- including Aurelius Capital Management, NII Holdings and the official committee of unsecured creditors -- objected to the ad hoc group of NII Capital 2021 noteholders' request for an order directing NII Holdings to participate in mediation, BankruptcyData reported. According to BData, the Debtors state, "After a year of a continuous discussion, negotiation and -- at times -- dispute with the key parties to this case, the PSA2 has heralded the long-awaited support of a plan of reorganization by the requisite majorities in all major classes of claims against all applicable Debtors under the Plan. The path toward a value-maximizing exit from these chapter 11 cases is -- thankfully -- near.....Both before the commencement of these cases and since, the Debtors have pursued a consistent strategy designed to marshal maximal support for a confirmable plan. And this effort has resulted in success. The Debtors never froze out the Capco 2021 Noteholder Group....The Debtors led these horses to water, but could not force them to drink and, by necessity, had to move on. Congress in enacting section 1126 of the Bankruptcy Code does not require this Court or these Debtors to tolerate or reward such recalcitrant and resource-depleting behavior. With that being said, no one is begrudging the members of this group their existing rights as parties eligible to vote on or object to the Plan." Law360 reported that the group of subordinated NII Holdings bondholders objected to a broad-based agreement among the wireless provider's creditors around a $4.35 billion debt-cutting strategy, demanding that the plan sponsors enter mediation to fix allegedly skewed restructuring terms. According to Law360, in harsh terms, a subset of creditors to one of the Latin America-focused company's two main units came out against a consensus reached last week among voting majorities of the bankruptcy's major bondholder groups on how to divvy up control of the reorganized NII. About NII Holdings NII Holdings Inc. through its subsidiaries provides wireless communication services for businesses and consumers in Brazil, Mexico and Argentina. NII Holdings has the exclusive right to use the Nextel brand in its markets pursuant to a trademark license agreement with Sprint Corporation and offers unique push-to-talk ("PTT") services associated with the Nextel brand in Latin America. NII Holdings' shares of common stock, par value $0.001, are publicly traded under the symbol NIHD on the NASDAQ Global Select Market. NII Holdings and its affiliated debtors sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on Sept. 15, 2014. The Debtors' cases are jointly administered and are assigned to Judge Shelley C. Chapman. The Debtors have tapped Scott J. Greenberg, Esq., and Michael J. Cohen, Esq., of Jones Day as counsel and Prime Clerk LLC as claims and noticing agent. NII Holdings disclosed $1.22 billion in assets and $3.068 billion in liabilities as of the Chapter 11 filing. The U.S. Trustee for Region 2 appointed five creditors of NII Holdings to serve on the official committee of unsecured creditors. The Committee is represented by Kenneth H. Eckstein, Esq., and Adam C. Rogoff, Esq., at KRAMER LEVIN NAFTALIS & FRANKEL LLP. Capital Group, one of the Backstop Parties, is represented by Andrew N. Rosenberg, Esq., Elizabeth R. McColm, Esq., and Lawrence G. Wee, Esq., at PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP. Aurelius, one of the Backstop Parties, is represented by Daniel H. Golden, Esq., David H. Botter, Esq., and Brad M. Kahn, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP. * * * The Plan and Disclosure Statement, filed on Dec. 22, 2014, allow the Debtors to strengthen their balance sheet by converting $4.35 billion of prepetition notes into new stock and provide the Debtors with $500 million of new capital. The Plan also permits the Debtors to avoid the incurrence of significant litigation costs and delays in connection with potential litigation claims and exit bankruptcy protection expeditiously and with sufficient liquidity to execute their business plan. NNN 1818: Court Closed Bankruptcy Cases of Three Debtors -------------------------------------------------------- The U.S. Bankruptcy Court closed the bankruptcy cases of NNN 1818 Market Street 16, LLC, et al. The Court has determined to close the cases as it appears that no further matters are required that the cases remain open, or that the jurisdiction of the Court continue. On March 5, 2015, the Court dismissed each jointly administered cases and the automatic stay of Section 362(a) of the Bankruptcy Code is no longer of any force or effect with respect to the jointly administered debtors. In a findings of fact and conclusions of law regarding dismissal, the Court said that lack of good faith in the filing of a petition is grounds for dismissal. As reported in the Troubled Company Reporter on March 26, 2015, Debtor NNN 1818, and 13 other entities joined in the motion filed by Daymark Properties Realty, Inc., to dismiss the cases of three debtors -- NNN 1818 Market Street 16, LLC, NNN 1818 Market Street 21, LLC and NNN 1818 Market Street 37, LLC. The Joining Parties are fourteen LLCs, each of which owns a co-tenancy, or "tenancy-in-common," interest in real estate, an office building in Philadelphia. The Joining Parties own roughly 39% of those interests; by contrast, the three debtors composed of NNN 16, NNN 21 and NNN 37 together own less than 12%. On behalf of the Joining Parties, Robert Barnes, Esq., of Allen Matkins Leck Gamble Mallory & Natsis LLP, contends that "[t]he chapter 11 cases were commenced in bad faith, solely to delay pending litigation, and serve no legitimate reorganization purpose. The cases represent an abuse of [the Bankruptcy] Court's equity jurisdiction and should be dismissed." In a separate filing, Mr. Barnes also notes that the independent manager did not in fact consent to the bankruptcy filings by the Debtors. He maintains that the Debtors couldn't file bankruptcy petitions without the consent of the independent manager. Daniel P. O'Keefe, who signed the petitions, was only a member, not a manager, Mr. Barnes points out. "Literally the very first document filed in these cases, the voluntary petitions, were false, and the cases should be dismissed for that reason alone," says Mr. Barnes. The allegations that the voluntary petitions were false and without consent were filed on behalf of the following parties, each of whose name is in the Form "NNN 1818 Market Street LLC": 2, 9, 10, 11, 14, 15, 20, 23, 24, 25, 26, 30, and 35. NNN 1818 Market 1, LLC, apparently does not wish to be part of this bankruptcy dispute, Mr. Barnes said. Daymark Replies Back Daymark Properties Realty, Inc., responded to the objections lodged by Debtors NNN 1818 Market Street 16, LLC, et al., to the dismissal motion. On behalf of Daymark, Michael D. Breslauer, Esq., of Solomon Ward Seidenwurm & Smith, LLP, said: "The issues here are not what Daymark has done or not done, not whether there's a "better 20 deal" out there for the Debtors' three principals and not whether it might be theoretically possible that the Debtors can propose a plan. The issue is whether the cases were filed without the good faith required of all debtors seeking the Court's and the Bankruptcy Code's equity jurisdiction. And on this issue, one which the Debtors carry the burden of persuasion, there is no credible and persuasive argument put forth in opposition. The Three Cases [of NNN 1818 Market Street 16, LLC, NNN 1818 Market Street 21, LLC and NNN 1818 Market Street 37, LLC] should be dismissed, the removed actions remanded in connection with that dismissal. The parties' disputes should then be resolved by tribunals having jurisdiction to hear and decide all issues." The TCR reported on Feb. 26, 2015, that the Debtors asked the Court to deny a bid by Daymark Properties Realty, Inc., for dismissal of their jointly administered Chapter 11 cases. The Debtors assert that they can, and will demonstrate, that there are at least methodologies for reorganization that will result in a higher return for them and other tenant-in-common ("TIC") investors. Counsel to the Debtors, John L. Smaha, Esq., of Smaha Law Group, APC, relates that the Debtors have two potential plan approaches which will significantly increase the return for real property. For one, the Debtors have a term sheet commitment from The Broe Group, a private equity real estate firm, which provides a methodology by which the Debtors would effectively refinance the real property and allow for the continued ownership and future distribution of dividends back to the ownership group, including the Debtors. The current proposal being considered from The Broe Group includes a property management component that would significantly reduce the management fees involved and would increase annual returns on the real property. Under the plan, the refinancing would occur in late 2015 or early 2016, unless a defeasance is waived by the secured creditors. A plan of reorganization based on The Broe Group's proposal would provide for a tax free roll up to TIC investors with a valuation of $190 million and a new 75% loan of $142,500 leaving $47,500 of equity or roughly a dollar for dollar return to the original investments. The new loan would pay the first and second of about $130 million with the defeasance cost being eliminated. The Plan would propose that investors could remain as investors or be bought out with a higher return than the alternative Shorenstein purchase would generate. In the alternative, by holding off on the sale of the real property until December 2015 or later, the real property would realize an increased return of as much as $10 million to $15 million. This increased profit from the sale of the real property would be separate and apart from other claims that could be determined as between Daymark and the TIC investors including but not limited to LNR fees of $2,600,000, $6,000,000 of improper management fees and interest, and over $3,000,000 of improper credit and interest. Daymark, which was formerly known as Triple Net Properties Realty Inc., was an integral part of the TIC interests securities offering which was structured as a sale of TIC O's ownership of the Market Street property to the subsequent TIC's, including the Debtors. According to the Debtors, during the offering process, Daymark engaged in a pattern and practice of non-disclosure of material facts while doing business in Pennsylvania acting as a real estate broker. Among other things, the Debtors claim that Daymark never disclosed to them or any of the TICs the fact that it was not licensed at the time that it received $5,904,000. A copy of the Debtors' objection to the Dismissal of Motion is available at: http://bankrupt.com/misc/NNN_1818_Market_Obj_Dismissal.pdf Bar Date In a prior filing, th Debtors requested that the Court establish April 3, 2015, as the general bar date . Proofs of claim must be submitted to: Smaha Law Group, APC Attn: John L. Smaha, Esq. 2398 San Diego Avenue San Diego, CA 92110 U.S. Trustee Office of the U.S. Trustee Attn: Queenie K. Ng 915 Wilshire Blvd., Suite 1850 Los Angeles, CA 90017 About NNN 1818 Market Street NNN 1818 Market Street 16, LLC, filed a Chapter 11 bankruptcy petition on Jan. 5, 2015. The Debtor estimated assets and debt of $10 million to $50 million. Two affiliates, NNN 1818 Market Street 21, LLC and and NNN 1818 Market Street 37, LLC sought bankruptcy protection on Jan. 6, 2015. The cases are jointly administered under the lead case of NNN 1818 Market Street 16, LLC, Case No. 15-10111. The Debtors are fractional owners of 1818 Beneficial Bank Place, a 37-story, Class-A office building (located in the prestigious West of Broad office submarket in Philadelphia. Specifically, the Debtors are tenants-in-common (TIC) holding 3 of 38 TICs holding fractional percentage interests in the property located at 1818 Market Street, Philadelphia. John L. Smaha, Esq., at Smaha Law Group serves as the Debtors' counsel. NY MILITARY ACADEMY: March 31 Final Hearing on ITG DIP Financing ---------------------------------------------------------------- The U.S. Bankruptcy Court, authorized, on an interim basis, New York Military Academy, to obtain debtor-in-possession financing from ITG Taxable Fund Management LLC. The Debtor has an immediate need to obtain the financing under the Cornwall Improvement LLC Senior DIP Credit Facility, in order to, among things permit the orderly continuation of its operations as a preparatory school, and pay for certain administrative expenses incurred in the Chapter 11 case. The Debtor is unable to obtain financing on more favorable terms from sources other than Cornwall Improvement LLC. A final hearing on the matter is scheduled for March 31, 2015, at 12:00 noon. A reported in the Troubled Company Reporter on March 11, 2015, the Debtor sought authorization to obtain postpetition financing up to $2.0 million from ITG. 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 complained 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. About New York Military Academy 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. The U.S. trustee overseeing the Chapter 11 case of New York Military Academy said it wasn't able to form a committee of unsecured creditors. NY MILITARY: Ambow Education Proposes More Favorable Loan Package ----------------------------------------------------------------- Ambow Education Holding Ltd., stated that it remains interested in acquiring substantially all of New York Military Academy' assets and is prepared to negotiate with the Debtor to provide the Debtor with a more favorable debtor-in-financing package than the ITG Taxable Fund Mannagement LLC. Ambow believes that effectuating the sale of substantially all of the Debtor's assets through a plan of reorganization will be more beneficial to the Debtor's creditors because, among other things: 1. the Debtor would save hundreds of thousands of dollars in brokerage fees and in property transfer taxes; 2. the Debtor will save over $150,000 in borrowing costs, as compared to the ITG proposal; and 3. a much shorter stay in bankruptcy, thus saving the estate substantial additional sums in administrative expenses. Ambow proposed, subject to the completion of its due diligence in an abbreviated time frame, a DIP financing offer that would provide these terms: -- DIP Loan amount not to exceed $1,000,000; -- Repaid at the earlier of (a) six months from initial disbursement; (b) the effective date of the Ambow Plan (as hereinafter defined); or (c) a default under the loan documentation; -- 7.5% annual, pre-default interest rate. Default rate of 10%; -- Initial disbursement will be $500,000; -- Balance of the Ambow Loan will be funded after entry of a final order; -- Ambow or an affiliate of Ambow, will have 90 days from the date of entry of the final order to conduct due diligence of the Debtor's assets; -- There will be no broker and no brokerage fees in connection w3ith the DIP financing or the sale of Debtors assets under the Ambow Plan; -- In the event that an Ambow Plan will not be filed on or before the due date, Debtor will either file its own plan of reorganization or a motion pursuant to Section 363 of the Bankruptcy Code for the sale of substantially all of the Debtor's assets, or both. In the event a sale is to be held, Ambow would agree to extend the term of the Ambow Loan through the closing of any such sale. -- The purchase price will equal (a) the amount necessary to satisfy all allowed claims of secured lenders upon terms agreed to by the Ambow Entity and the respective secured lenders, or as otherwise ordered by the Court, (b) the amount necessary to discharge the Ambow Loan, (c) up to $450,000 for the unpaid property taxes from 2013-2015. Ambow is represented by: Walter H. Curchack, Esq. Vadim J. Rubinstein, Esq. LOEB & LOEB LLP 345 Park Avenue New York, NY 10154 Tel: (212) 407-4000 About New York Military Academy 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. The U.S. trustee overseeing the Chapter 11 case of New York Military Academy said it wasn't able to form a committee of unsecured creditors. ODYSSEY MARINE: Ferlita Walsh Expresses Going Concern Doubt ----------------------------------------------------------- Odyssey Marine Exploration, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K for the fiscal year ended Dec. 31, 2014. Ferlita, Walsh, Gonzalez & Rodriguez, P.A., expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has incurred significant losses and may be unsuccessful in raising the necessary capital to fund operations and capital expenditures. The Company reported a net loss of $26.5 million on $1.32 million in revenue for the year ended Dec. 31, 2014, compared to a net loss of $10.7 million on $23.9 million of revenues in the same period last year. The Company's balance sheet at Dec. 31, 2014, showed $25.09 million in total assets, $35.5 million in total liabilities, and a stockholders' deficit of $10.4 million. A copy of the Form 10-K is available at: http://is.gd/TEgtYT Odyssey Marine Exploration, Inc., is engaged in exploring and salvaging deep-sea shipwrecks, based in Tampa, Florida. The Company was contracted to recover gold and other artifacts from the shipwreck SS Central America. OLIN CORP: Chlor-Alkali Acquisition No Impact on Moody's Ba1 Rating ------------------------------------------------------------------- Moody's Investors Service said that Olin Corporation's (Olin, Ba1 stable) planned acquisition of Dow's chlor-alkali business will improve scale and earnings diversity. The rating agency stated that there is no immediate ratings impact for Olin. Olin said it had entered into a definitive agreement with Dow Chemical Company (Dow, Baa2 stable) to acquire Dow's chlorine products, or chlor-alkali, division for a total consideration of approximately $5.4 billion. Olin stated that the acquisition will initially be financed with a combination of debt, equity, and cash. The transaction, subject to shareholder and regulatory approval, is expected to close by the end of December 2015. For Olin, the transaction will be transformative. Olin's fiscal year-end revenues in December 2014 totaled about $2.2 billion, and its EBITDA about $340 million. Pro forma for the acquisition, these figures will nearly triple, the new company is expected to have about $7.0 billion in revenues, with EBITDA around $1.0 billion. Olin is a Clayton, Missouri (US)-based manufacturer and distributor of commodity chemicals, and a manufacturer of small caliber, firearm ammunition. The company operates through three main segments, (1) chlor-alkali, whose primary products include chlorine and caustic soda, hydrochloric acid, sodium hypochlorite (bleach), and potassium hydroxide; (2) chemical distribution, which primarily manufactures bleach products and distributes these products and caustic soda; and (3) Winchester, whose primary focus is the manufacture and sale of small caliber, firearm sporting and military ammunition. OLIN CORP: S&P Puts 'BB+' CCR on CreditWatch Negative ----------------------------------------------------- Standard & Poor's Ratings Services placed its 'BB+' corporate credit rating on Olin Corp. on CreditWatch with negative implications, indicating S&P could lower the ratings once it completes its review. S&P also placed its issue-level ratings on the company's senior unsecured debt on CreditWatch with negative implications. "The CreditWatch placement follows the announcement that Dow plans to separate a significant portion of its chlorine assets and has entered into a definitive agreement to merge this business with Olin in a Reverse Morris Trust transaction," said Standard & Poor's credit analyst Seamus Ryan. "We will resolve the CreditWatch placement based on our view of the company's business and financial risk profiles, including the company's plans for financing the cash portion of the transaction and its plans to reduce leverage following the close of the transaction," said Mr. Ryan. The current ratings on Olin reflect the company's good market position in the cyclical chlor-alkali industry, its continued development of its more stable and profitable downstream product lines, and its generally prudent approach to financial policy. S&P characterizes Olin's business risk profile as "fair" and its financial risk profile as "intermediate." S&P will assess the impact of the planned transaction on Olin's business and financial risk profiles. S&P expects to resolve the CreditWatch listing in the next 90 days once it has further details about the company's plans to finance the cash portion of the transaction. S&P could downgrade the ratings if it expects the increase in leverage to more than offset the potential improvement to the business risk profile. OPTIM ENERGY: Dismissal of Walnut Creek's Standing Motion Upheld ---------------------------------------------------------------- Walnut Creek Mining Company appealed from the May 13, 2014 Opinion and Order of the U.S. Bankruptcy Court for the District of Delaware dismissing its Motion for Derivative Standing in the bankruptcy cases of Optim Energy, LLC, et al. Walnut Creek, the largest unsecured creditor in the Optim Energy cases, sought to challenge Cascade Investment LLC's asserted secured position in Optim's cases. On April 14, 2014, Walnut Creek filed its Standing Motion with the intent of commencing an adversary proceeding against Cascade. Cascade is listed in the Debtor's bankruptcy schedules as a creditor holding a claim of approximately $712 million, secured by substantially all of its assets. The Bankruptcy Court issued an Opinion and Order denying Walnut Creek's Standing Motion. The Bankruptcy Court found no basis for derivative standing existed because Walnut Creek's Complaint failed as a matter of law to state claims against Cascade. On review, Delaware District Court Judge Leonard P. Stark agrees that the Bankruptcy Court correctly found that Walnut Creek did not sufficiently state a claim for relief for equitable subordination. The District Court finds that the Bankruptcy Court did not err by dismissing Walnut Creek's Standing Motion. Accordingly, in a March 13, 2015 Memorandum available at http://is.gd/R1y2dvfrom Leagle.com, the District Court affirmed the Bankruptcy Court Order. The appeals case is IN RE: OPTIM ENERGY, LLC, et al. WALNUT CREEK MINING COMPANY, Appellant, v. CASCADE INVESTMENT, LLC, et al., Appellees, BANKR. CASE NO. 14-10262-BLS, CIV. NO. 14-738-LPS. Optim Energy LLC, Debtor, represented by William Mark Alleman, Jr., Morris, Nichols, Arsht & Tunnell LLP & Christopher Mark Hayes, Morris, Nichols, Arsht & Tunnell LLP. Walnut Creek Mining Company, Appellant, represented by Michael William Yurkewicz, Klehr, Harrison, Harvey, Branzburg & Ellers, Joshua A. Sussberg & Matthew Kapitanyan. Cascade Investment LLC, Appellee, represented by Pauline K. Morgan, Young, Conaway, Stargatt & Taylor LLP, Boaz S. Morag, Lindsee P. Granfield & Margaret Whiteman Greecher, Young, Conaway, Stargatt & Taylor LLP. ECJV Holdings LLC, Appellee, represented by Pauline K. Morgan, Young, Conaway, Stargatt & Taylor LLP & Margaret Whiteman Greecher, Young, Conaway, Stargatt & Taylor LLP. Optim Energy LLC, Appellee, represented by William Mark Alleman, Jr., Morris, Nichols, Arsht & Tunnell LLP, Christopher Mark Hayes, Morris, Nichols, Arsht & Tunnell LLP & Rachel B. Goldman. About Optim Energy Optim Energy, LLC, and its affiliates are power plant owners principally engaged in the production of energy in Texas's deregulated energy market. Optim owns and operates three power plants in eastern Texas: the Twin Oaks plant in Robertson County, Texas, the Altura Cogen plant in Harris County, Texas and the Cedar Bayou plant in Chambers County, Texas. The Altura and Cedar Bayou plants are fueled by natural gas, and the third is coal-fired. Optim Energy and its affiliates sought Chapter 11 protection from creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12, 2014. The Debtors have tapped Bracewell & Giuliani LLP and Morris, Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as restructuring advisors; and Prime Clerk LLC as claims agent. Optim Energy, LLC scheduled $6.95 million in assets and $717 million in liabilities. Optim Energy Cedar Bayou 4, LLC, disclosed $184 million in assets and $718 million in liabilities as of the Chapter 11 filing. The Debtors have $713 million of outstanding principal indebtedness. On Feb. 27, 2014, Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the Bankruptcy Court that she was unable to appoint an official committee of unsecured creditors in the Debtors' cases. The U.S. Trustee explained that there were insufficient responses to her communication/contact for service on the committee. PENN PRODUCTS: Moody's Assigns Ba2 Rating to $700MM Secured Debt ---------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to the $700 million senior secured credit facilities to be issued by Penn Products Terminals, LLC ("PPT"). The $700 million in credit facilities is made up of a $575 million 7-year Senior Secured Term Loan B, due 2022, and a $125 million 5-year Revolving Credit Facility, due 2020. PPT is being acquired by an affiliate of ArcLight Energy Partners Fund VI, LP ("ArcLight" or "Sponsor"). Loan proceeds together with Sponsor equity of about $593 million will be used to purchase PPT as well as pay transaction fees. PPT's rating outlook is stable. PPT owns and operates a network of 12 refined products storage terminals in Pennsylvania with over 9 MMBbls of storage capacity. PPT generates revenues through two main business lines: Wholesale Distribution, in which volumes are purchased, hedged, and sold on a wholesale basis to petroleum product distributors; and Third Party Storage & Services, whereby volumes are stored/transported on a fee basis on behalf of throughput customers. The Ba2 rating reflects the relative stability of the company's cash flows, underpinned by a uniquely strong market position in Pennsylvania being the dominant provider of refined products storage throughout most of the state. Although revenues and cash flows are not supported by long-term contracts, PPT customers generally have long-tenured relationships with PPT with high renewal rates, which provides revenue and cash flow stability, all of which is fortified by relatively high obstacles to entry. The Ba2 rating also reflects the low operating risks associated with this storage business, the synergistic and commercial benefits of being the state's dominant provider of refined products storage, as well as the firm's strong access to various means of transportation (rail, barge, truck and pipeline) for its products. The rating further recognizes some diversification that exists within its customer base and the quality, conservatism and experience of its management team, which built this business platform with no debt in the capital structure. The rating also considers the modest amount of permanent leverage anticipated in the capital structure following transaction close, which produce relatively strong financial metrics. For example, based upon the Moody's Base Case, which assumes lower overall gross margins in the Wholesale Distribution and Third Party Storage businesses, the ratio of funds from operations (less maintenance capital expenditures) to total debt averages 14% over the first 5 years of the deal, which strongly positions the company's within the current rating category. Furthermore, the capital structure at financial close will have almost $600 million of equity, representing 50% of the capital structure, and a large capital stake for the Sponsor. The Ba2 rating takes into consideration the potential commodity risk in operating a portion of its business. PPT's Wholesale Distribution business, the larger of the two businesses and representing about 57% of PPT's gross margin in 2014, has some product commodity price exposure. High product turnover limits the amount of inventory PPT carries, and PPT attempts to mitigate the commodity risk it has by utilizing a hedging strategy using NYMEX futures contracts. According to PPT management, the company's unhedged inventory is limited to about 3 days of refined petroleum products, which would seem to limit commodity risk exposure, given the expectation that prices would not move dramatically in such a short time frame. While the Ba2 rating incorporates that expectation, the rating recognizes the possibility of future volatility in prices and margins. PPT's other business, the Third Party Storage & Services business, is a fee based business where PPT does not take title to the products it stores for customers. PPT earns revenues and cash flow from fees on a per gallon volumetric basis set by contracts with its customers. The contracts are usually for 1 year or less and are annually renewed. PPT has long tenured relationships with many of its customers, which helps to provide a degree of stability to the cash flows. Terms of the financing are not expected to substantially lower leverage as debt repayment is limited to the 1% scheduled amortization, and there is no excess cash flow sweep, resulting in refinancing risk. Creditors do benefit from a collateral package that includes a perfected security interest in substantially all the assets of PPT, and there is a financial covenant based upon a maximum leverage threshold. However, the lack of other typical project finance structural features, such as a trustee administered cash flow waterfall and a dedicated debt service reserve fund, the lack of any real deleveraging, and the ability to incur additional indebtedness (albeit with certain limitations) all weaken creditor protections and provide additional flexibility for the borrower and Sponsor. Liquidity needs, which are expected to be modest, will be provided by a $125 million secured revolver that ranks pari-passu with the secured term loan. The stable outlook reflects the expectation that PPT's mix of business will generate relatively stable margins and cash flows, given PPT's dominant position and the firm's long-tenured customer relationships. There are limited prospects for positive rating action given the permanent leverage contemplated in the capital structure. Positive trends that could lead Moody's to consider an upgrade would include actual deleveraging and pay-down of debt, the signing of longer term contracts that provide for greater certainty to the cash flows, a sustained expansion of the margins for both operations, which leads to substantially better results than projected base case financial performance. The rating could face downward pressure if there were to be greater exposure to commodity price volatility, if substantial operating performance difficulties surfaced, or if margins compressed on a sustained basis leading to weaker than expected credit metrics. The rating is predicated upon final documentation in accordance with Moody's current understanding of the transaction and final debt sizing consistent with initially projected credit metrics. The principal methodology used in these ratings was Generic Project Finance Methodology published in December 2010. Penn Products Terminals, LLC ("PPT") owns and operates a network of 12 refined products storage terminals in Pennsylvania with over 9 MMBbls of storage capacity. Founded in 1924, PPT primarily stores gasoline, diesel fuel, heating oil, and other refined products for sale to end users in Pennsylvania. It is being acquired by an affiliate of ArcLight Energy Partners Fund VI, LP ("ArcLight"). ArcLight is an affiliate of ArcLight Capital, which is an energy-focused investment firm formed in 2001. The firm has invested over $3.8 billion in midstream infrastructure, including storage terminals, pipelines and gathering/processing systems. PITT PENN: Trustee Says Bid to Revoke Plan Confirmation Deficient ----------------------------------------------------------------- Norman L. Pernick, Chapter 11 trustee for Pitt Penn Holding Co., Inc., et al., objected to the motion of Michael C. Esposito to revoke confirmation of the Chapter 11 Plan of Reorganization for Industrial Enterprises of America, Inc. According to the Trustee, Mr. Esposito is not a creditor of IEAM or any other affiliated Debtor. His interest in the cases is, at most, that of a shareholder and a defendant in an adversary proceeding that was commenced by the Debtors and now is being prosecuted by the trustee. The Trustee also said that the motion to revoke is procedurally deficient and substantively without any merit, and must be denied. According to the Trustee, any suggestion by Mr. Esposito that The trustee has not properly provided or disclosed information to the Court is not true. For example, the trustee has regularly filed monthly operating reported, filed and presented orally numerous detailed status reports advising the Court and parties-in-interest as to the status of the cases. On Feb. 23, Mr. Esposito filed the motion, stating that the Court filed on Aug. 29, 2014, an order confirming the trustee's Plan of Liquidation for IEAM, and approving certain matters related to Pitt Penn Oil. Mr. Esposito asserted that since the confirmation hearing, IEAM has incurred over $1.3 million of professional fee billings. If the Plan was to go effective, the cash deficit to go effective would be well over $2 million. Since there is no effective date in sight, however, the figure will only materially increase over the ensuing months. About Pitt Penn Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each filed voluntary petitions for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11475 and 09-11476) on April 30, 2009. Industrial Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on May 1, 2009. EMC Packaging, Inc., filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4, 2009. Unifide Industries, LLC, and Today's Way Manufacturing LLC, each filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009. PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of IEAM. The cases are jointly administered under Case No. 09-11475. Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington, Del., represents the Debtors as counsel. In its petition, Industrial Enterprises disclosed total assets of $50,476,697 and total debts of $17,853,997. Industrial Enterprises originally operated as a holding company with four wholly owned subsidiaries, PPH, EMC, Unifide, and Today's Way. PPH, through its wholly owned subsidiary, PPO, was a leading manufacturer, marketer and seller of automotive chemicals and additives. EMC's original business consisted of converting hydrofluorocarbon gases R134a and R152a into branded private label refrigerant and propellant products. Unifide was a leading marketer and seller of automotive chemicals and additives. Today's Way manufactured and packaged the products which were sold by Unifide. Norman L. Pernick was appointed as the chapter 11 trustee for the Debtors. The trustee tapped Cole, Schotz, Meisel, Forman & Leonard, P.A., as counsel, and CohnReznick LLP as his exclusive financial advisor. PLATTSBURG SUITES: Lender Wants to Investigate Affiliations ----------------------------------------------------------- Lender Stabilis Fund II, LLC, responded to the motion of William K. Harrington, the U.S. Trustee for Region 2, to appoint a trustee in the Chapter 11 case of Plattsburgh Suites, LLC, stating that it agreed with the U.S. Trustee that the Debtor should not be placed in control and possession of its assets. According to the lender, the Debtor, in response, asserted that the real property taxes identified by the U.S. Trustee are not due until April. In addition, the Debtor alleged that the connection of various unsecured creditors to the Debtor are, perhaps, more attenuated than the U.S. Trustee suggested. Lender further agreed with the U.S. Trustee that Michael Uccellini or other entities owned or controlled by him may not be in a position to appropriately manage the Debtor's business operations. Lender also believed that further inquiry is necessary before it is prepared to take a position on the question of who should ultimately control the Debtor's assets. In particular, lender would like to investigate the affiliations between the Debtor, the current property manager acting under the receiver, and the Debtor's apparently connected unsecured creditors. As reported in the Troubled Company Reporter on March 13, 2015, the U.S. Trustee noted that the Debtor has not had possession of its assets since Nov. 26, 2013, when a receiver was appointed. The receiver was appointed as a result of Stabilis Fund II, LLC v. Plattsburgh Suites, LLC, et al. The creditor obtained a judgment of foreclosure. The receiver is Jonathan B. Schultz. The receiver remains in possession or control of all the Debtor's assets including significant accumulated cash, in excess of $760,000. The receiver retained the existing property manager Plattsburgh Manager, LLC, as the day-to-day operator of the Debtor's premises. On Feb. 6, 2015, the U.S. Trustee inquired and was informed by the Receiver's office that the real estate taxes due Jan. 31, 2015, were not paid. Section 1112(b)(4)(I) of the Bankruptcy Code states that the Court may convert or dismiss a chapter 11 case for "failure to timely pay taxes owed after the date of the order for relief or to file tax returns due after the date of the order for relief." Therefore, the Receiver has created a ground, pursuant to 11 U.S.C. Sec. 1112(b)(4)(I), to convert or dismiss the case, the U.S. Trustee told the Court. Authorized Representative The U.S. Trustee doesn't want Michael J. Uccellini, who signed the bankruptcy petition, to manage the property. According to the U.S. Trustee, due to Mr. Uccellini's direct pecuniary interests in various affiliates and creditors of the Debtor, it appears that Mr. Uccellini lacks the kind of independence necessary to appropriately manage the Debtor during reorganization. The petition and schedules are signed by Michael J. Uccellini, as "Authorized Representative of Majority Member." Mr. Uccellini is one of two co-executors of the Estate of Walter F. Uccellini. The Estate of Walter F. Uccellini is listed as an unsecured creditor with a claim in the amount of $2,058,242. The United Group of Companies, Inc. is an affiliate of the Debtor and is listed as an unsecured creditor with a claim in the amount of $550,000. Mr. Uccellini is President and CEO of United Group of Companies, Inc. Plattsburgh Manager is an affiliate of the Debtor and conducts the day-to-day operations of the Debtor. DCG/UGOC Income Fund LLC is an investment vehicle that Michael J. Uccellini personally invested in. DCG/UGOC Income Fund LLC is listed as an unsecured creditor with a claim in the amount of $9,695,415. Debtor Reacts The Debtor said the U.S. Trustee's allegations are without merit and not supported by taxes. Richard L. Weisz, Esq., at Hodgson Russ LLP, counsel to the Debtor, explained that real property taxes are billed by the City of Plattsburgh and are not due until April. No postpetition real property tax payments have been missed. In addition, according to Mr. Weisz, while it is true that an affiliate of the Debtor, United Realty Management has been manager of the property for both the Debtor and the Receiver, United Realty's management has protected the Estate. United Realty is an accredited management organization and during its management, student retention in the college residence has exceeded 30 percent whinle the national average is 20 percent. Revenue for the past two years has been over $2 million while operating expenses have been approximately $1 million. United Realty charges a 5 percent management fee, which is commensurate with the market. Stabilis Fund is represented by: John D. Rodgers, Esq. DEILY & GLASTETTER, LLP 8 Thurlow Terrace Albany, NY 12203 Tel:(518) 436-0344 E-mail: jrodgers@deilylawfirm.com About the Debtor Plattsburgh Suites, LLC, owns one parcel of real estate, an off-campus student housing complex adjacent to SUNY Plattsburgh. The property has been in a possession of a receiver since November 2013. Plattsburgh Suites 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. In an amended schedules, the Debtor disclosed $15,700,000 in assets and $32,088,977 in liabilities as of the Chapter 11 filing. RADIOSHACK CORP: Creditors Demand Access in Officer Probe --------------------------------------------------------- Law360 reported that unsecured creditors urged U.S. Bankruptcy Judge Brendan Linehan Shannon in Delaware to order cooperation from Radioshack Corp. in an investigation of its top executives, attacking its refusal to divulge privileged communications or let its former financial chief answer questions. According to the report, the creditors said in a letter that RadioShack should not be permitted to hold back intercompany conversations and other details surrounding the decisions made in the contentious and well-publicized run-up to its Chapter 11. About Radioshack Corporation Fort Worth, Texas-based RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com/-- is a retailer of mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. RadioShack Corporation and affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. The petitions were signed by Joseph C. Maggnacca, chief executive officer. Judge Kevin J. Carey presides over the case. David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki, Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H. Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel. Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors' restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround advisor. Lazard Freres & Co. LLC is the Debtors' investment banker. A&G Realty Partners is the Debtors' real estate advisor. Prime Clerk is the Debtors' claims and noticing agent. The Debtors disclosed total assets of $1.2 billion, versus total debt of $1.3 billion. Radioshack reported a net loss of $400.2 million in 2013, a net loss of $139 million in 2012, and net income of $72.2 million in 2011. The Company's balance sheet at Aug. 2, 2014, showed $1.14 billion in total assets, $1.21 billion in total liabilities, and a $63 million total shareholders' deficit. The U.S. Trustee has appointed seven members to the Official Committee of Unsecured Creditors. The Committee has retained Cooley LLP as co-counsel. RADIOSHACK CORP: Gets Final Approval to Obtain $285MM in DIP Loan ----------------------------------------------------------------- Law360 reported that U.S. Bankruptcy Judge Brendan Linehan Shannon in Delaware signed a final order authorizing RadioShack Corp. to obtain $285.3 million from a debtor-in-possession financing package, which is led by hedge fund manager DW Partners LP and allows the troubled electronics retailer to continue operating and sell off most of its remaining assets. According to the report, the order comes weeks after the court allowed RadioShack to tap $10 million as the retailer proceeds with store closings and sells off locations. About Radioshack Corporation Fort Worth, Texas-based RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com/-- is a retailer of mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. RadioShack Corporation and affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. The petitions were signed by Joseph C. Maggnacca, chief executive officer. Judge Kevin J. Carey presides over the case. David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki, Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H. Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel. Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors' restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround advisor. Lazard Freres & Co. LLC is the Debtors' investment banker. A&G Realty Partners is the Debtors' real estate advisor. Prime Clerk is the Debtors' claims and noticing agent. The Debtors disclosed total assets of $1.2 billion, versus total debt of $1.3 billion. Radioshack reported a net loss of $400.2 million in 2013, a net loss of $139 million in 2012, and net income of $72.2 million in 2011. The Company's balance sheet at Aug. 2, 2014, showed $1.14 billion in total assets, $1.21 billion in total liabilities, and a $63 million total shareholders' deficit. The U.S. Trustee has appointed seven members to the Official Committee of Unsecured Creditors. The Committee has retained Cooley LLP as co-counsel. RADIOSHACK CORP: Refutes U.S. Trustee's Scrutiny Over Professionals ------------------------------------------------------------------- Law360 reported that RadioShack Corp., et al., urged the U.S. Bankruptcy Court in Delaware to overrule the U.S. Trustee's objections to the Debtors' request to employ Harry Wilson's MAEVA Group LLC as a restructuring adviser, contending that the bankruptcy watchdog has not identified anything the firm actually did wrong. According to the report, in a letter to U.S. Bankruptcy Judge Brendan L. Shannon, RadioShack attorney Gregory M. Gordon of Jones Day refuted allegations from the U.S. trustee's office that MAEVA didn't make timely disclosures of a supposed prepetition relationship with an affiliate of major creditor Standard General LP, and that MAEVA CEO Wilson and President Michael Cole were at one point slated to hold high-level positions with the debtor. Mr. Gordon wrote that while the agreements RadioShack struck with MAEVA gave officer-type titles to Cole and Wilson, their roles were advisory, not managerial, the Law360 report related. About Radioshack Corporation Fort Worth, Texas-based RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com/-- is a retailer of mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. RadioShack Corporation and affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. The petitions were signed by Joseph C. Maggnacca, chief executive officer. Judge Kevin J. Carey presides over the case. David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki, Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H. Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel. Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors' restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround advisor. Lazard Freres & Co. LLC is the Debtors' investment banker. A&G Realty Partners is the Debtors' real estate advisor. Prime Clerk is the Debtors' claims and noticing agent. The Debtors disclosed total assets of $1.2 billion, versus total debt of $1.3 billion. Radioshack reported a net loss of $400.2 million in 2013, a net loss of $139 million in 2012, and net income of $72.2 million in 2011. The Company's balance sheet at Aug. 2, 2014, showed $1.14 billion in total assets, $1.21 billion in total liabilities, and a $63 million total shareholders' deficit. The U.S. Trustee has appointed seven members to the Official Committee of Unsecured Creditors. The Committee has retained Cooley LLP as co-counsel. RADIOSHACK CORP: Salus Sues Hedge Funds for $129-Mil. Payback ------------------------------------------------------------- Law360 reported that RadioShack Corp. creditor Salus Capital Partners LLC filed an adversary complaint against the hedge fund lenders financing the bankrupt retailer's sale strategy, disputing Standard General LP's right to credit bid on assets and demanding $129 million in loan repayments. According to the report, Salus accused Standard General and other hedge funds of collecting payments since October on what were actually subordinated loans. The lawsuit, the report said, centers around an October financing arrangement by which Standard General, along with other hedge funds, joined with RadioShack to restructure a $585 million asset-based credit line and squeeze out more short-term liquidity. About Radioshack Corporation Fort Worth, Texas-based RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com/-- is a retailer of mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. RadioShack Corporation and affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. The petitions were signed by Joseph C. Maggnacca, chief executive officer. Judge Kevin J. Carey presides over the case. David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki, Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H. Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel. Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors' restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround advisor. Lazard Freres & Co. LLC is the Debtors' investment banker. A&G Realty Partners is the Debtors' real estate advisor. Prime Clerk is the Debtors' claims and noticing agent. The Debtors disclosed total assets of $1.2 billion, versus total debt of $1.3 billion. Radioshack reported a net loss of $400.2 million in 2013, a net loss of $139 million in 2012, and net income of $72.2 million in 2011. The Company's balance sheet at Aug. 2, 2014, showed $1.14 billion in total assets, $1.21 billion in total liabilities, and a $63 million total shareholders' deficit. The U.S. Trustee has appointed seven members to the Official Committee of Unsecured Creditors. The Committee has retained Cooley LLP as co-counsel. RANCH 967: Taps Hohmann Taube as Counsel ---------------------------------------- Ranch 967 LLC asks for permission from the U.S. Bankruptcy Court for the Western District of Texas to employ Hohmann, Taube & Summers, LLP as counsel, nunc pro tunc to the March 3, 2015 petition date. The Debtor requires Hohmann Taube to: (a) advise the Debtor as to its rights and responsibilities; (b) take all necessary action to protect and preserve the estate of the Debtor including, if necessary, the prosecution of actions or adversary or other proceedings on the Debtor's behalf; (c) develop, negotiate and promulgate sales procedures for the assets of the Debtor; (d) prepare on behalf of the Debtor all necessary applications, motions, and other pleadings and papers in connection with the administration of the estate; and (e) perform all other legal services required by the Debtor in connection with this Chapter 11 case. Hohmann Taube will be paid at these hourly rates: Attorneys $225-$550 Paralegal $80-$165 Hohmann Taube will also be reimbursed for reasonable out-of-pocket expenses incurred. Hohmann Taube received a retainer of $14,582.58, which includes the filing fee (the "Retainer"). Eric J. Taube, partner of Hohmann Taube, 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. Hohmann Taube can be reached at: Eric J. Taube, Esq. HOHMANN, TAUBE & SUMMERS, LLP 100 Congress Avenue, 18th Flr. Austin, TX 78701 Tel: (512) 472-5997 Fax: (512) 472-5248 E-mail: erict@hts-law.com Ranch 967 LLC, a single asset real estate, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 15-10314) on March 3, 2015. The petition was signed by Frank J. Carmel as managing member. The Debtor estimated assets and liabilities of $10 million to $50 million. Eric J. Taube, Esq., at Hohmann Taube & Summers, LLP, represents the Debtor as counsel. Judge Tony M. Davis presides over the case. RIENZI & SONS: Names MSC as Financial Advisors ---------------------------------------------- Rienzi & Sons, Inc. asks for permission from the U.S. Bankruptcy Court for the Eastern District of New York to employ Management Services Consultants LLC ("MSC") as financial advisors to the Debtor, nunc pro tunc to the March 3, 2015 petition date. The Debtor requires MSC to: (a) develop, in conjunction with the Debtor's financial department, a 13-week cash flow forecast incorporating the financial implications of a bankruptcy filing, including monitoring of weekly budget to actual results; (b) advise the Debtor with cash conservation measures and assist with implementation as requested; (c) assist the Debtor with the preparation of all filings required in the Chapter 11 process, including schedules of assets and liabilities, statements of financial affairs, monthly operating reports, etc.; (d) conduct various financial analyses, as requested, including review of financial projections and liquidity needs; (e) assist in the various aspects of the reorganization process including the preparation or review of a business plan, plan of reorganization and financial information to be included in the disclosure statement etc.; (f) meet with attorneys, creditors' committee professionals and creditors' committee; (g) assist the Debtor in determining the best course of action (asset sale vs. plan of reorganization), as required; (h) preparation or review of claims analysis and liquidation analysis; (i) provide specialized tax consulting services as needed and requested regarding the implication of a plan of reorganization; (j) provide litigation support to the Debtor's counsel, as Warranted; and (k) perform other necessary services as the Debtor or its counsel may request from time to time with respect to the financial, business and economic issues that may arise. MSC will be paid at these hourly rates: Peter Gilio $150 Gerry Egan $150 David Rauch $300 Partner $400 MSC will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor paid MSC a $7,500 retainer on Feb. 18, 2015, of which $3,038 has been applied to pre-petition restructuring services provided to the Debtor. MSC intend to use the balance of the retainer ($4,462) towards allowed post-petition fees and expenses. As of the Petition Date, the Debtor does not owe MSC any fees. Barry Sorrentino, co-founder and managing partner of MSC, 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. MSC can be reached at: Barry Sorrentino MANAGEMENT SERVICES CONSULTANTS LLC 450 Seventh Avenue, Suite 1300 New York, NY 10123 Tel: (212) 997-6844 Fax: (212) 997-6848 E-mail: barrymsc@mscllc.com Rienzi & Sons, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 15-40926) on March 3, 2015. The petition was signed by Michael Rienzi as president. The Debtor estimated assets and debts of $10 million to $50 million. Vincent J Roldan, Esq., and Michael J. Sheppeard, Esq., at Ballon Stoll Bader & Nadler P.C., serve as counsel to the Debtor. Judge Nancy Hershey Lord presides over the Chapter 11 case. RIENZI & SONS: Taps Ballon Stoll as Bankruptcy Counsel ------------------------------------------------------ Rienzi & Sons, Inc. asks for permission from the U.S. Bankruptcy Court for the Eastern District of New York to employ Ballon Stoll Bader & Nadler, P.C. as bankruptcy counsel, nunc pro tunc to the March 3, 2015 petition date. The Debtor requires Ballon Stoll to: (a) advise the Debtor of its rights, powers and duties as a debtor-in-possession in continuing to operate and manage its business and assets; (b) advise and consult the Debtor on the conduct of the Chapter 11 case including all of the legal and administrative requirements of operating in Chapter 11; (c) attend meetings and negotiations with representatives of creditors and other parties-in-interest; (d) take all necessary actions to protect and preserve Debtor's estate, including prosecuting actions on Debtor's behalf, defending any action commenced against the Debtor and representing the Debtor in negotiations concerning litigation in which the Debtor is involved, including objections to claims filed against the Debtor's estate; (e) review the nature and validity of agreements relating to Debtor's business and property and advise the Debtor in connection therewith; (f) review the nature and validity of liens, if any, asserted against the Debtor and advise as to the enforceability of such liens; (g) advise the Debtor concerning the actions the Debtor might take to collect and recover property for the benefit of its estate; (h) prepare on the Debtor's behalf all necessary and appropriate applications, motions, pleadings, orders, notices, petitions, schedules, and other documents and review all financial and other reports to be filed in the Debtor's Chapter 11 case; (i) advise the Debtor concerning, and preparing responses to, applications, motions, pleadings, notices, and other papers which may be filed in the Debtor's Chapter 11 case; (j) represent the Debtor in connection with obtaining authority to continue using cash collateral and post-petition financing; (k) appear before the Court and any appellate courts to represent the interests of the Debtor's estate; (l) advise the Debtor concerning tax matters; (m) advise the Debtor in connection with any potential sale of assets; (n) counsel Debtor in connection with formulation, negotiation and promulgation of a Chapter 11 Plan; and (o) perform all other legal services for and on behalf of the Debtor which may be necessary or appropriate in the administration of its Chapter 11 case. Ballon Stoll will be paid at these hourly rates: Members $250-$535 Associates $195-$345 Paralegals $95-$195 Ballon Stoll will also be reimbursed for reasonable out-of-pocket expenses incurred. As set forth in the Roldan Declaration, on Feb. 18, 2015, the Debtor paid $25,000 to Ballon Stoll as retainer. On March 3, 2015, the Debtor paid $20,000 to Ballon Stoll as another retainer. The two retainers were applied prior to the Debtor's petition filing and there is approximately left on the retainer. Vincent J. Roldan, partner of Ballon Stoll, 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. Ballon Stoll can be reached at: Vincent J. Roldan, Esq. BALLON STOLL BADER & NADLER, P.C. 729 Seventh Avenue, 17th Floor New York, NY 10019 Tel: (212) 575-7900 Fax: (212) 764-5060 E-mail: vroldan@ballonstoll.com Rienzi & Sons, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 15-40926) on March 3, 2015. The petition was signed by Michael Rienzi as president. The Debtor estimated assets and debts of $10 million to $50 million. Vincent J Roldan, Esq., and Michael J. Sheppeard, Esq., at Ballon Stoll Bader & Nadler P.C., serve as counsel to the Debtor. Judge Nancy Hershey Lord presides over the Chapter 11 case. SABRE HOLDINGS: S&P Assigns 'B+' Rating on $530MM Sr. Sec. Notes ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' issue-level rating and '3' recovery rating to Sabre Holdings Corp.'s proposed $530 million senior secured notes due 2023. The recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; high end of the range) of principal in the event of a payment default. Sabre GLBL Inc., a subsidiary of Sabre Holdings, will issue the notes. Sabre Holdings and its subsidiaries that guarantee the existing credit facility will guarantee the notes on a secured basis. Sabre Holdings will use net proceeds from the debt offering to fully repay its outstanding $480 million notes due 2019 and for general corporate purposes, including acquisitions. The transaction, as proposed, does not increase Sabre Holdings' adjusted debt leverage, which was 4.3x as of Dec. 31, 2014. For 2015, S&P is expecting mid-single-digit percentage revenue and EBITDA growth. S&P is also assuming low- to mid-single percentage revenue growth at the company's Sabre Travel Network business and double-digit percentage revenue growth at its Sabre Airline Solutions and Sabre Hospitality Solutions business. S&P expects that debt leverage will decrease modestly from current levels, barring any incremental debt issuance. RATINGS LIST Sabre Holdings Corp. Corporate Credit Rating B+/Stable/-- New Ratings Sabre GLBL Inc. $530 million senior secured notes due 2023 B+ Recovery Rating 3H SAN BERNARDINO, CA: Reveals Details of Deal with CalPERS -------------------------------------------------------- Tim Reid, writing for Reuters, reported that the bankrupt city of San Bernardino has revealed details of its deal with California's public pension system, Calpers, in which the retirement fund will be paid in full under the city's bankruptcy exit plan. According to Reuters, under the deal with Calpers, the city agreed to pay it in full under its bankruptcy plan, which it must issue by May 31, and to "ratify" its relationship with Calpers. To repay the arrears, the city paid $1.5 million to Calpers in May 2014, and agreed to pay roughly $600,000 a month for two years between July 2014 and June 2016, the Reuters report related. The city also agreed to pay five annual payments of $400,000 to settle fines, penalties and interest, Reuters added. EEPK, the Luxembourg-based bank that holds those bonds, and Aambac Assurance Co., the company insuring some of them, sued the city in January, alleging that they should be treated the same as CalPERS because those bonds paid the same pension debt. Dale Kasler, writing for The Sacramento Bee, reported that the city has filed a motion seeking dismissal of the suit, saying EEPK and Ambac's argument "transcends novelty" and is "made out of whole cloth." A hearing is set for May 11 in U.S. Bankruptcy Court in Riverside, the Sacramento Bee report said, while the city is expected to file a plan detailing how it would treat EEPK and Ambac's debts, as well as other obligations, by May 30 following delays in getting city records needed for the completion of a plan. About San Bernardino, Calif. San Bernardino, California, filed an emergency petition for municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012. San Bernardino, a city of about 210,000 residents roughly 65 miles (104 km) east of Los Angeles, estimated assets and debts of more than $1 billion in the bare-bones bankruptcy petition. The city council voted on July 10, 2012, to file for bankruptcy. The move lets San Bernardino bypass state-required mediation with creditors and proceed directly to U.S. Bankruptcy Court. The city is represented that Paul R. Glassman, Esq., at Stradling Yocca Carlson & Rauth. San Bernardino joined two other California cities in bankruptcy: Stockton, an agricultural center of 292,000 east of San Francisco, and Mammoth Lakes, a mountain resort town of 8,200 south of Yosemite National Park. The City was granted Chapter 9 protection on Aug. 28, 2013. SEASIDE ENGINEERING: 11th Cir. Upholds Approval of Amended Plan --------------------------------------------------------------- The U.S. Court of Appeals for the Eleventh Circuit found that the Bankruptcy Court committed no reversible error by approving the Second Amended Chapter 11 Plan of Seaside Engineering & Surveying, Inc.. A copy of the Eleventh Circuit's March 12, 2015 order is available at http://is.gd/pSVyPEfrom Leagle.com. Seaside proposed to reorganize and continue operations as the entity Gulf Atlantic, LLC, an entity managed by John Gustin, James Mainor, Ross Binkley, and Bowden, and owned by four members, the respective irrevocable family trust of each manager. The outside equity holders would receive promissory notes with interest accruing at a rate of 4.25% in exchange for their interest in Seaside and thus be excluded from ownership in Gulf. The bankruptcy court approved the Second Amended Plan of Reorganization, over objection of SE Property Holdings, LLC, and affiliated entity Vision-Park Properties, LLC, valuing Seaside at $200,000. The district court affirmed the bankruptcy court. Vision appealed from the district court's order upholding the bankruptcy court decision. The appeals case is In Re: SEASIDE ENGINEERING & SURVEYING, INC., Debtor. SE PROPERTY HOLDINGS, LLC, Claimant-Appellant, v. SEASIDE ENGINEERING & SURVEYING, INC., Defendant-Appellee, NO. 14-11590 (11th Cir.). Seaside Engineering & Surveying, Inc., is a civil engineering and surveying firm that conducts forms of technical mapping. It filed for bankruptcy on October 7, 2011 (Bankr. N.D. Fla., Case No. 11-31637). Teresa M. Dorr, Esq. of Zalkin Revell, PLLC represents the Debtor. SHRI SAIBABA: America's Best Value Inn Worth $820,000, Court Says ----------------------------------------------------------------- America's Best Value Inn, a motel complex in Smithfield, North Carolina, owned by debtor Shri Saibaba LLC is worth $820,000, Bankruptcy Judge David M. Warren in Raleigh, North Carolina, ruled on Friday. Judge Warren also ruled that New Peoples Bank, Inc. has a secured claim in that amount, and the balance of NPB's claim will be treated as a general unsecured claim. The Debtor filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 14-01403) on March 10, 2014. The Motel secures a debt to NPB. NPB filed a proof of claim on May 23, 2014, asserting a secured claim in the amount of $1,673,591.89. The Debtor valued the Motel at $1,400,000. The Debtor's Chapter 11 Plan of Reorganization filed on June 10, 2014, proposed to treat NPB's claim as secured to the extent of $1,000,000, with any remaining portion of NPB's claim to be treated as a general unsecured claim. The Bank objected. On October 20, 2014, the Debtor filed a Second Chapter 11 Plan valuing the Motel at $580,000. NPB objected to confirmation of the Plan, approval of the Disclosure Statement, and valuation of Collateral. The court postponed the hearing on confirmation of the Second Plan until it can determine the value of the Motel. NPB asserts the value of the Motel is $900,000. In its March 27 Valuation Order, a copy of which is available at http://is.gd/YQXYkRfrom Leagle.com, the Court said the Debtor may amend its Second Plan to reflect the value of the Motel. SIERRA RESOURCE: Chapter 11 Petition Filed ------------------------------------------ BankruptcyData reported that Sierra Resource Group filed for Chapter 11 protection with the U.S. Bankruptcy Court in the District of Nevada, Case No. 15-11426. According to the report, the Company, which explores mineral resource properties, is represented by Seth Ballstaedt of Ballstaedt Law Firm. Sierra Resource Group's most recent filing with the U.S. Securities and Exchange Commission, in April 2014, announced that the Company would be unable to file its 10-K by the required deadline. Similarly, the Court docketed a notice of incomplete and/or deficient filing with the Company's Chapter 11 petition. The U.S. Trustee assigned to the case scheduled an April 23, 2015, 341-Meeting of Creditors, BData said. STANDARD REGISTER: U.S. Trustee Objects to Proposed Break-Up Fee ---------------------------------------------------------------- The U.S. Trustee assigned to the Chapter 11 cases of Standard Register Company, et al., objected to the proposed bidding procedures, specifically the proposed break-up fee and expense reimbursement for the stalking horse bidder, various news sources report. According to BankruptcyData, the U.S. Trustee asserts, "The Debtors commit a logical fallacy by asserting that the proposed Break-Up Fee and Expense Reimbursement induced Silver Point to make an initial bid. Silver Point was already induced to bid on the ABL Priority Collateral by the risk of foreclosure by the oversecured senior lienholder, as such a foreclosure would extinguish Silver Point's junior lien. Silver Point is further induced to bid on all of the Debtors' assets by its own need to liquidate its collateral as the lowest possible cost....The Debtors commit a second logical fallacy by asserting that proposed Break-Up Fee and Expense Reimbursement are appropriate because Silver Point's bid establishes a "floor" on the sale price of the Debtor's assets, enabling the Debtors to seek better offers without losing Silver Point's purchase commitment....The U.S. Trustee respectfully submits that because Silver Point is already recovering expenses in its capacity as a secured creditor and DIP financing lender, a $750,000 reserve for Stalking Horse Expense Reimbursement should be more than adequate. To the extent any greater amount is sought, the Debtors and Silver Point should be required to provide an itemized, good-faith estimate and expense budget." Law360 pointed out that Standard Register proposes to pay 2% of the $275 million stalking horse bid from a group led by Silver Point Capital LP as break-up fee if another bidder emerges as the winning bid. According to Law360, the U.S. Trustee argued that the breakup fee is not necessary to induce the lender to make an initial bid, in part because it is already motivated by a need to liquidate its collateral at the lowest possible cost. Moreover, the bankruptcy watchdog argues that proposed 1.5 percent expense reimbursement, which amounts to more than $4 million, is not only much more than the actual costs Silver Point would incur, but could also scare off any suitor thinking about participating in the auction, Law360 further related. An expense reimbursement of $750,000 would be "more than adequate," along with a request for any greater amount by an itemized good-faith budget, the U.S. Trustee argued, Law360 added. About Standard Register Standard Register -- http://www.standardregister.com/-- provides market-specific insights and a compelling portfolio of workflow, content and analytics solutions to address the changing business landscape in healthcare, financial services, manufacturing and retail markets. The company has operations in all U.S. states and Puerto Rico, and currently employs 3,500 full-time employees and 16 part-time employees. The Standard Register Company and 10 affiliated debtors sought Chapter 11 protection in Delaware on March 12, 2015, with plans to launch a sale process where its largest secured lender would serve as stalking horse bidder in an auction. The cases are pending before the Honorable Judge Brendan L. Shannon and are jointly administered under Case No. 15-10541. The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors; and Prime Clerk LLC as claims agent. TOLLENAAR HOLSTEINS: Court Approves Appointment of Ch. 11 Trustee ----------------------------------------------------------------- The Bankruptcy Court granted the motion to appoint a Chapter 11 trustee in the Chapter 11 cases of Tollenaar Holsteins, et al. The hearing on the matter was considered at a Feb. 24 hearing which was continued until March 4, March 10 and March 17. Bank of the West, a creditor, sought the appointment of a trustee. The Bank stated that, among other things: -- it has lost confidence in the Debtors' ability to manage their dairy farm operations; -- the Debtors are incompetent; and -- the current management of the Debtors had grossly mismanaged their dairy farm operations. The Bank also said that appointing a trustee because it is in the best interest of creditors and the estate. Gerrit Bruins expressed support of the motion to appoint trustee. About Tollenaar Holsteins Tollenaar Holsteins, Friendly Pastures, LLC, and T Bar M Ranch, LLC, filed Chapter 11 bankruptcy petitions (Bankr. E.D. Cal. Lead Case No. 15-20840) on Feb. 4, 2015. Tami Tollenaar signed the petitions as general partner. Judge Christopher D. Jaime is assigned to the cases. Felderstein Fitzgerald Willboughby & Pascuzzi LLP serves as the Debtors' counsel. The Debtors estimated assets and liabilities of at least $10 million. TOLLENAAR HOLSTEINS: Motion to Use Cash Collateral Deemed Moot -------------------------------------------------------------- U.S. Bankruptcy Judge Christopher D. Jaime, in a civil minute order dated March 19, 2015, denied as moot Tollenaar Holsteins, et al.'s motion to use cash collateral. The Court previously entered an interim order authorizing use of cash collateral until Feb. 24. Hearings on the matter were held on Feb. 24, and on March 10. Bank of the West, Hartford Life and Accident Insurance Co., A.L. Gilbert Company, Associated Feed, Gavilon, LLC, Foster Farms, Penny Newman and Mesa Verde will receive replacement liens on the proceeds from the sale of the secured creditors' collateral or on the monies received for milk produced by the Debtor's cows to the extent of any diminution of their interest in the existing collateral. As reported in the Troubled Company Reporter on Feb. 11, 2015, the Debtors will use cash collateral securing the Debtor's indebtedness from feed suppliers Furst McNess Co., Alan Ritchey Inc., Diversified Ingredients, Rising Phoenix Farms, LLC, Frontier Trading, Inc. According to Jason E. Rios, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi LLP, in Sacramento, California, the feed suppliers are owed money by the Debtor and may assert dairy liens. The Secured Creditors may have security interests in the cash collateral to be used. Mr. Rios told the Court that the cash collateral sought to be used constitutes the sole source of funds to operate the Debtor's business. Unless the Court permits immediate use of the cash collateral, the Debtor will be unable to pay employees and suppliers and otherwise will be unable to continue the business or preserve the value of the estate's assets, Mr. Rios related. Bank of the West, which extended secured prepetition loans totaling approximately $4,400,000, complained that it has had insufficient time to analyze the Debtor's proposed budget and the terms for the use of cash collateral. The Bank says it has consented to the use of its cash collateral in the amount of approximately $12,000 to provide the Debtor's dairy operations with food and gasoline to operate machinery in the interim. If necessary, the Bank is willing to consent to use of its cash collateral to provide additional feed and gas to maintain the dairy herd until a continued hearing can be held. About Tollenaar Holsteins Tollenaar Holsteins, Friendly Pastures, LLC, and T Bar M Ranch, LLC, filed Chapter 11 bankruptcy petitions (Bankr. E.D. Cal. Lead Case No. 15-20840) on Feb. 4, 2015. Tami Tollenaar signed the petitions as general partner. Judge Christopher D. Jaime is assigned to the cases. Felderstein Fitzgerald Willboughby & Pascuzzi LLP serves as the Debtors' counsel. The Debtors estimated assets and liabilities of at least $10 million. TOUSA INC: Jefferies Claim Has Senior Status, 11th Circuit Says --------------------------------------------------------------- The United States Court of Appeals for the Eleventh Circuit affirmed rulings by both the Bankruptcy Court and District Court in favor of Jefferies Leveraged Credit Products, LLC and Castle Creek Arbitrage, LLC, which held that seven disputed claims they filed against TOUSA Inc. qualify as senior debt. Wilmington Trust Company, an unsecured creditor in the bankruptcy case and the indenture trustee for all of the senior notes, had taken an appeal from the Senior Debt determination. "Our resolution of this issue matters because holders of Senior Debt will recoup significantly larger portions of their claims than other debt holders under the confirmation plan approved by the Bankruptcy Court," the Eleventh Circuit said. Debtor TOUSA Homes, Inc., operated a home-building business that designed, built, and marketed single-family homes, town homes, and condominiums. From 2003 to 2006, THI entered into contracts to sell land to landowners, with the understanding that THI retained the right to develop and market housing developments on the land. These sales were effected by large up-front deposits from THI, which secured THI's obligation to repurchase the lots over time, as it was obligated to do in most of these transactions. The contracts governing the seven land-development transactions at issue placed a series of additional obligations on THI, such as monthly "lot option" fees and the responsibility to purchase insurance and pay taxes. As it was headed toward financial collapse, THI did not comply with those Agreement terms that required it to purchase land and make other payments. On January 29, 2008, THI, its parent company Technical Olympic USA, Inc., and a number of Technical Olympic USA's subsidiaries all filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of Florida. In the bankruptcy case, these debtors rejected all of the Agreements under 11 U.S.C. Sec. 365, leaving the landowners with seven unsecured claims for recovery. The parties have already settled the amounts to be paid in satisfaction of the claims, and the Bankruptcy Court confirmed the plan of reorganization. The only question that remains is what priority the claims should receive under that confirmed plan. The plan's relevant priority structure is based on a subordination contract between Technical Olympic USA and its noteholders. In the early 2000s, Technical Olympic USA issued a series of senior and subordinated notes to raise capital, the terms of which were governed by separate indenture agreements. Under the Subordinated Notes Indenture, in the event of bankruptcy, any recovery on the subordinated notes goes directly to the senior notes until the senior notes are paid in full. The bankruptcy plan incorporated this distribution requirement by dividing the unsecured claims against THI into three classes, or categories: one for senior note claims (4A), one for general unsecured claims (4B), and one for subordinated note claims (4C). Under the plan, Senior Debt (as defined in the Subordinated Notes Indenture) will also be put into class 4A. The priority determination at issue has significant implications. Class 4A claims are estimated to receive 58% of their value. Class 4B claims, on the other hand, will receive an estimated 12% return. Claims in class 4C will get nothing, because any distribution they receive will be passed to class 4A until those claims are paid in full (which will never occur). Jefferies et al. asked the Bankruptcy Court to clarify that the seven claims arising from the Agreements are Senior Debt which belong in class 4A, while Wilmington Trust responded that the claims should instead be in class 4B. The Bankruptcy Court found that the seven claims are Senior Debt under three plausible categories of Debt, any one of which entitle the claims to class 4A treatment: (1) obligations for conditional sales, (2) obligations for the deferred purchase price of property, and (3) obligations that constitute debt for money borrowed. Wilmington Trust appealed the Bankruptcy Court's determination to the District Court, and the District Court affirmed solely on the basis that the Agreements are conditional sales obligations. Wilmington Trust timely appealed to the Eleventh Circuit. "Each of the seven Agreements at issue contains a form of Debt," a three-judge panel of the Eleventh Circuit held. "And any requirement in the Agreements is an Obligation. For that reason, the terms of the Subordinated Notes Indenture require us to place any claims under the seven Agreements into the category of Senior Debt. Because Claimants' proofs of claims are Senior Debt, Wilmington Trust and the other senior noteholders in class 4A must share their preferred status under the plain meaning of the contracts." The case is, WILMINGTON TRUST COMPANY, Plaintiff-Appellant, v. JEFFERIES LEVERAGED CREDIT PRODUCTS, LLC, CASTLE CREEK ARBITRAGE, LLC, Defendants-Appellees, No. 14-12067 (11th Cir.). A copy of the Eleventh Circuit's March 26 Order is available at http://is.gd/X9WA2gfrom Leagle.com. TRAVEL LEADERS: Moody's Assigns B1 Rating to Upsized Term Loan -------------------------------------------------------------- Moody's Investors Service affirmed Travel Leaders Group LLC's ("TLG") B2 Corporate Family Rating and its B3-PD Probability of Default Rating. At the same time, Moody's assigned a B1 rating to the company's proposed amended and extended senior secured credit facilities, consisting of an upsized $240 million term loan (including a $78.5 million add-on) due 2020 and a $15 million revolving credit facility due 2020. The rating outlook is stable. Moody's took the following actions on Travel Leaders Group, LLC: -- Corporate Family Rating affirmed at B2; -- Probability of Default Rating affirmed at B3-PD; -- Sr. Secured Revolving Credit Facility expiring 2020 assigned a B1 (LGD2); -- Sr. Secured Term Loan B due 2020 (incl. proposed $78.5 million incremental facility) assigned a B1 (LGD2) The ratings on the company's existing $170 million first lien senior secured term loan due 2018 and $15 million revolving credit facility due 2018 will be withdrawn upon close of the transaction. On March 27, 2015, Travel Leaders Group announced an amendment to the existing credit agreement, comprising an increase in the size of its term loan to $240 million from $161 million, an extension of the maturity dates on both the term loan and revolving credit facility to 2020 from 2018, and a revision of the financial maintenance covenants to accommodate the incremental debt. Proceeds from the $78.5 million term loan add-on, along with cash from the balance sheet, will be used to finance a $100 million distribution to the shareholders (primarily Certares Founders Holdings, LLC and management) as well as any related fees and expenses. The revolver will be undrawn at close. The B2 Corporate Family Rating (CFR) reflects the company's elevated debt levels, which will increase by approximately 50% on close of the proposed add-on to the first lien term loan, which will result in an increase in total leverage and cash interest expense. Further, Moody's views the timing of the proposed transaction as indicative of an aggressive financial policy, as the planned $100 million distribution represents over 50% of the company's reported annual revenues (which are net of approximately $142 million of revenue shared with clients), and occurs less than 18 months following TLG's buyout and recapitalization in December 2013. However, with expectations for strong operating margins on a stable revenue base, Moody's anticipate that the company will be able to generate free cash flow to modestly reduce debt over the next 12-18 months, allowing TLG to resume a gradual de-leveraging profile. The rating also takes into account the limited size of TLG's revenue base and narrow business scope, as it operates in a tightly-defined niche segment of high-end leisure and corporate travel services. TLG reported revenues are generally in the form of up-front fees from clients (net of revenue shared with agents), along with back end performance fees, commissions and marketing income from suppliers and various fees from travel agency members. As such, Moody's believes that the company's business model entails risk associated with the cyclical and discretionary nature of these markets, as well as the evolving nature of suppliers of travel service providers (primarily airlines and hotels). Nonetheless, TLG's long-standing relationships with the major travel suppliers, along with a strong and defensible market position in the high-end travel market, offset much of this risk, as these relationships support expectations for stable revenue growth going forward. On close of the proposed refinancing transaction, TLG will carry approximately $290 million of total debt (including Moody's standard adjustments), which represents approximately 1.5 times LTM September 30 2014 reported revenue. However, on strong margins, Moody's estimates the pro forma metrics at the following levels at September 30, 2014: debt to EBITDA at approximately 4.1 times; EBITA to interest of 2.6 times; and free cash flow to debt of approximately 14%. These metrics are appropriate for B2 rated travel services companies of this size. Moreover, Moody's expects that leverage will gradually improve through FY 2015, which is important to offset the business risk and financial policy factors that constrain the ratings. The proposed $240 million term loan and the $15 million revolver are rated B1, which is one notch above the CFR, as this class of debt comprises all of the company's senior secured liabilities considered under Moody's Loss Given Default ('LGD') methodology, and is ranked above the company's unsecured non-debt liabilities per this methodology. The stable outlook reflects Moody's expectation of stable demand in the luxury leisure and business travel end markets, modest deleveraging through debt amortization payments and earnings growth, strong free cash flow generation, as well as a maintenance of good liquidity. Ratings could be adjusted downward if revenue levels decline materially due to weakness in any of its key markets, or if the company were to face pressure on commissions or volume from key travel suppliers. Lower ratings could also result if the company were to undertake debt-financed acquisitions, or implement additional debt-funded shareholder returns. Rating pressure could also occur if liquidity deteriorates or with metrics at the following levels: EBITDA margins below 20%; debt to EBITDA approaching 5 times; EBITA to interest of less than 2 times; or free cash flow to debt of less than 5%. Upward rating pressure is limited by the ownership's policy of shareholder returns and the company's moderate size. However, the ratings could be upgraded if the company expands its operating scope to gain further benefits from scale and diversification without a material increase in debt. In particular, sustained debt to EBITDA of less than 3 times, EBITA to interest in excess of 5 times. A sustained good liquidity profile, characterized by consistently-positive free cash flow generation while maintaining robust cash reserves with little use of the revolver, would also be necessary for a ratings upgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Travel Leaders Group, LLC, headquartered in Plymouth, MN, manages corporate, leisure, franchise, and consortia travel operations under its network of diversified divisions and brands. Brands include Tzell Travel Group, Protravel International, Nexion, Vacation.com, Travel Leaders, Cruise Holidays, Cruise Specialists, and Results! Travel. Revenue is approximately $195 million as of LTM September 2014. TRIGEANT HOLDINGS: BTB Refining's Lost Profit Claim Pegged at $0 ---------------------------------------------------------------- Bankruptcy Judge Erik P. Kimball of the Southern District of Florida estimated BTB Refining, LLC's Lost Profits Claim against Trigeant Holdings, Ltd., Trigeant, LLC, and Trigeant, Ltd., at $0.00. Judge Kimball called the damages claimed by BTB "highly speculative." BTB argued that it is entitled to lost profits it would have earned in 2013 and 2014 but for Trigeant's failure to enter into a lease agreement. BTB's Amended Claim includes an unsecured portion in the amount of $35,124,571. Of this amount, $2,520,331.67 "represents payments made by BTB on behalf of Trigeant, including insurance, capital expenditures, and payment of creditors of the Debtor" and is not at issue. The remaining unsecured portion of BTB's claim in the amount of "at least $32,604,240.00" represents Trigeant's alleged liability to BTB for "breach of contract, tortious interference with contract, tortious interference with prospective contractual or business relations, negligent misrepresentation, fraud and conspiracy, and such other claims that have been or may be asserted in the action styled as BTB Refining, LLC v. Trigeant Ltd. et al., Cause No. 2013-38405 pending in the District Court of Harris County, Texas" or the "Lost Profits Claim". A copy of Judge Kimball's March 26 Order is available at http://is.gd/yXS7K0from Leagle.com. TRILOGY ENERGY: S&P Lowers Corp. Credit Rating to 'B' ----------------------------------------------------- Standard & Poor's Ratings Services said it lowered its long term corporate credit rating on Calgary, Alta.-based Trilogy Energy Corp. to 'B' from 'B+'. The outlook is stable. At the same time, Standard & Poor's lowered its issue-level rating on the company's senior unsecured debt to 'B-' from 'B'. The recovery rating is unchanged at '5', reflecting S&P's expectation of modest recovery (10%-30%, in the lower end of the range) in a default scenario. The downgrade reflects the expected decline in Trilogy's 2015 and 2016 production under S&P's price assumptions, leading to a material deterioration in debt-to-EBITDA and funds from operations (FFO)-to-debt ratios for the next two years. S&P acknowledges management's initiatives to reduce capital spending below maintenance levels, manage costs, and overall conservative financial policies, which include discontinuing cash dividends to limit negative free cash flow generation during this period. "However, we expect the company's overall financial risk profile will no longer support a 'B+' rating," said Standard & Poor's credit analyst Aniki Saha-Yannopoulos. The rating and outlook also take into consideration management's conservative actions to mitigate credit deterioration and focus on maintaining "strong" liquidity during these depressed prices. Trilogy is a midsize exploration and production company that operates mostly in Alberta. The ratings on Trilogy reflect the company's "vulnerable" business risk profile and "highly leveraged" financial risk profile. As of Dec. 31, 2014, the company had about 95.5 million barrels of oil equivalent (boe) of gross reserves with about 63% gas and 75% proved developed. It had an average production of about 35,000 boe a day in 2014. S&P assess Trilogy's business risk profile as vulnerable based on the company's geographic concentration, declining production, weak profitability compared with that of peers, and competitive cost structure. About 95% of Trilogy's reserves and production are from the Kaybob region; S&P views the limited geographic diversity as a credit weakness. S&P expects the company's production to drop by about 20% in 2015 and an additional 5%-10% in 2016 as the company limits capex within cash flow. S&P forecasts Trilogy will spend less than maintenance capex (which is about C$150 million annually) in the next two years. Trilogy's highly leveraged financial risk profile reflects S&P's view of the company's declining credit metrics as a function of weak commodity prices and falling production that has resulted in poor cash flow. Management's policy to maintain capital expenditures within organically generated cash flow and discontinue cash dividends will limit any additional debt on Trilogy's balance sheet. S&P forecasts the company to end 2015 with 6.5x-7.0x adjusted debt-to-EBITDA, although S&P believes metrics will improve in 2016. Under S&P's price assumptions, Trilogy will exceed its 4x debt-to-EBITDA covenant in the second half of 2015; however, S&P believes the company will be able to negotiate with its banking group a covenant amendment or waiver. The stable outlook reflects Standard & Poor's view of management's prudent actions to mitigate balance-sheet weakness and S&P's expectation that Trilogy will maintain strong liquidity through the next 24 months. S&P believes the company's strategy of keeping its capex within cash flow will limit additional deterioration in its credit measures. S&P would lower the ratings if Trilogy's liquidity deteriorates to "adequate," as its criteria define the term, either due to lower-than-forecast production or reduction in credit facility size. S&P could also lower the ratings if it was to expect Trilogy's financial risk profile would weaken such that its debt-to-EBITDA remains above 6.5x beyond the next 12 months. Deterioration in credit measures could either be a function of lower cash flows following weaker-than-expected production profile; and declining profitability, either due to lower realized commodity prices or weaker operating efficiency. Under Standard & Poor's price assumptions and management's expectations of keeping capex within cash flow, there is little likelihood of an upgrade during the next 12 months. A positive rating action would depend on Trilogy's maintaining a strong liquidity while improving and keeping its three-year weighted-average FFO-to-debt above 20%. S&P could also consider a positive rating action if Trilogy exhibited an improving business risk profile -- for example, higher liquids production leading to a significant increase of netbacks while maintaining strong credit measures. TROY NIELSEN: Judge Rules on Bid to Dismiss Suit v. Dane Field -------------------------------------------------------------- Bankruptcy Judge Robert J. Fairs entered a Memorandum of Decision on Motions to Dismiss and for Summary Judgment in the adversary proceeding TROY HARLEY HUGH NIELSEN and DIANNA KATHLEEN NIELSEN, Plaintiffs, v. DANE FIELD, as Trustee, et al., Defendants, ADV. PRO. NO. 14-90044 (Bankr. D. Hawaii). Troy and Dianna Nielsen are settlors, lifetime beneficiaries, and trustees of a trust which they may revoke or amend at any time. They contributed real property located in Kihei, Maui, to the trust. They live in one of the two buildings on the property, and operate a bed and breakfast inn in the other. The property is subject to two mortgage liens securing debts totaling about $932,953.93. In addition, Dane Field, as bankruptcy trustee of The Mortgage Store, Inc. (the "TMS Trustee"), asserts a lien on the property based on a recorded judgment against the Nielsens of $329,880.11 and a writ of attachment. OneWest Bank also asserts a judgment lien against the property of $770,091.56. Less than 90 days after the TMS Trustee and OneWest Bank recorded their liens, the Nielsens filed a chapter 11 petition. Later, they converted their case to chapter 7. The Nielsens' complaint consists of four counts. The first two counts seek avoidance of the TMS Trustee's and OneWest Bank's liens as preferential transfers. The third and fourth counts seek avoidance of the same liens under Section 522(f) of the Bankruptcy Code. The TMS Trustee and OneWest argue that the court should dismiss the complaint or, alternatively, enter summary judgment in their favor. The Nielsens seek summary judgment in their favor on the third and fourth counts of the complaint. Upon deliberation, Judge Fairs ruled that: (1) Counts one and two of the complaint are dismissed, and the TMS Trustee's OneWest's motions are granted to that extent. (2) The Nielsens are entitled to claim the federal homestead exemption in the property; their motion is granted, and the TMS Trustee's and OneWest's motions are denied, to that extent. The courtroom deputy will arrange a scheduling conference to set a date for an evidentiary hearing at which the court will determine the extent to which the defendants' liens impair the Nielsens' exemption. A copy of the judge's March 11, 2015 Memorandum Decision is available at http://is.gd/TnxTRtfrom Leagle.com. The Chapter 7 case is In re TROY HARLEY HUGH NIELSEN and DIANNA KATHLEEN NIELSEN, Chapter 7, Debtors, CASE NO. 14-00974, (Bankr. Hawaii). VARIANT HOLDING: Deadline to Remove Suits Extended to July 24 ------------------------------------------------------------- U.S. Bankruptcy Judge Brendan Shannon has given Variant Holding Company LLC until July 24, 2015, to file notices of removal of lawsuits involving the company. About Variant Holding Variant Holding Company, LLC, commenced bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug. 28, 2014, without stating a reason. Tucson, Arizona-based Variant Holding estimated $100 million to $500 million in assets and less than $100 million in debt. The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel. Members holding the majority of the interests in the company, namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the resolution authorizing the bankruptcy filing. VARIANT HOLDING: Gets Approval to Sell Subsidiary Assets to LRP --------------------------------------------------------------- U.S. Bankruptcy Judge Brendan Shannon has given Variant Holding Company LLC the green light to sell the real estate assets of its non-debtor subsidiaries. The company earlier reached a deal with LRP Property Company, which agreed to purchase 26 properties of Variant Holding's subsidiaries for $275 million. "The proposed portfolio sale is expected to yield $275 million in proceeds, which will maximize the value of this estate and satisfy all creditor claims while potentially leaving material value for the debtor's equity holders," said the company's lawyer, Peter Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. Variant Holding will use LRP's earnest money deposit of $500,000 to pay IMH Financial Corp. as part of their agreement to resolve their dispute over the ownership of assets of Royal Numeric FX Investments LLC. Royal FX, an affiliate of Variant Holding, owns 100% of the membership interests in 11 entities that own apartment complexes, which Variant Holding intends to sell. The properties are located in Maryland, Nevada, South Carolina, Texas, and Virginia. Variant Holding said the dispute has prevented the company from pursuing a sale of its subsidiaries' real estate assets. About Variant Holding Variant Holding Company, LLC, commenced bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug. 28, 2014, without stating a reason. Tucson, Arizona-based Variant Holding estimated $100 million to $500 million in assets and less than $100 million in debt. The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel. Members holding the majority of the interests in the company, namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the resolution authorizing the bankruptcy filing. VARIANT HOLDING: Resolves Dispute Over Ownership of Royal FX Asset ------------------------------------------------------------------ Variant Holding Company LLC received court approval for a deal that would resolve its dispute with IMH Financial Corp. and pave the way for the sale of its subsidiaries' real estate assets. The company could rake in $275 million from the sale, which has been delayed by its dispute with IMH over the ownership of assets of Royal Numeric FX Investments LLC, according to court filings. Under the deal, Variant Holding will pay IMH $1.25 million in cash, of which $500,000 will be funded through an earnest money deposit to be posted by the buyer while the remaining $750,000 will be funded through a loan from Beach Point. In return for the payment, IMH will acknowledge that it has no interest in Royal FX or its properties. The settlement also calls for the dismissal of lawsuits, including a case filed by Variant Holding enjoining IMH or its affiliates from foreclosing on Royal FX's assets. An affiliate of Variant Holding, Royal FX owns 100% of the membership interests in 11 entities that own apartment complexes, which the former intends to sell. When Royal FX was formed in 2013, an affiliate of IMH invested $15 million in the company. Variant Holding currently owns 100% of the membership interests of Numeric Commercial Investments LLC that owns 94.54% of the membership interests of Royal FX. About Variant Holding Variant Holding Company, LLC, commenced bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug. 28, 2014, without stating a reason. Tucson, Arizona-based Variant Holding estimated $100 million to $500 million in assets and less than $100 million in debt. The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel. Members holding the majority of the interests in the company, namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the resolution authorizing the bankruptcy filing. VERMILION ENERGY: S&P Affirms 'BB-' Corp. Credit Rating ------------------------------------------------------- Standard & Poor's Rating Services said it revised its recovery rating on Calgary, Alta.-based Vermilion Energy Inc.'s senior unsecured debt to '3' from '4', indicating S&P's expectation of meaningful (50%-70%) recovery, at the upper end of the range, under its simulated default scenario. At the same time, Standard & Poor's affirmed its 'BB-' long-term corporate credit rating and senior unsecured debt rating on the company. The outlook is stable. "The revision to the recovery rating reflects our increased estimate of Vermilion's net enterprise value due to the increase in its year-end 2014 proved reserves base," said Standard & Poor's credit analyst Michelle Dathorne. After satisfying S&P's estimate of the company's senior first lien debt at the time of the simulated default, S&P believes there should be sufficient value remaining to ensure Vermilion's unsecured lenders receive 50%-70% of the principal and interest S&P estimates will be outstanding at the time of default. The ratings on the company reflect Standard & Poor's view of Vermilion's small, albeit broadly diversified international oil and gas upstream operations, the company's high unit production and full-cycle costs, and weakened cash flow adequacy and leverage profile. S&P believes the company's strong profitability metrics, which benefit from Brent benchmark based pricing for its liquids and gas production outside North America; and its "strong" liquidity profile, which bolsters the company's overall credit profile and the ratings, somewhat offset these weaknesses. Vermilion is an exploration and production (E&P) company with extensive international operations. The company operates in seven countries: Australia, Canada, France, Ireland, Germany, the Netherlands, and the U.S. It produces light and medium oil, natural gas, and natural gas liquids (NGLs). "In our opinion, Vermilion's "weak" business risk profile reflects our view of its internationally diversified upstream operations, which we view as atypical for many E&P companies in the 'BB' category. Nevertheless, the absolute size of the company's proven reserves base is somewhat smaller than those of similarly rated oil and gas producers. Vermilion's high 2014 full cycle costs, which Standard & Poor's estimates at C$46.20 per barrel of oil equivalent (boe), based on its unit cash operating costs and depreciation, depletion and amortization (DD&A), which we use as a proxy for unit finding and development (F&D) costs, hamper its operating efficiency. However, it generates what we consider very strong profitability metrics, based on its unit earnings before interest (EBI). Using the company's three year average F&D costs in lieu of its unit DD&A, its 2014 unit full-cycle costs, at C$46.48 per boe, is consistent with our estimated DD&A full-cycle costs. Despite the high full-cycle costs, Vermilion generates very strong unit EBI, which we estimate at C$14.35 per boe in 2014. In our view, the company's profitability ranks in the top quartile of the global E&P peer group," S&P said. Vermilion's "aggressive" financial risk profile reflects S&P's assessment of the expected deterioration in the company's cash flow metrics, and forecast negative discretionary free cash flow after dividend payments. Similar to many of its peers, Vermilion has reduced its near-term capital spending in response to the dramatic reduction in crude oil and natural gas prices. Nevertheless, forecast funds from operations (FFO) in 2015 and 2016 will not fully cover S&P's estimated capital spending during the next two years. Although the company's total sources of liquidity will more-than-adequately fund both capital spending and forecast dividend payments, we project the company's 2015 cash flow metrics, specifically its fully adjusted debt-to-EBITDA and FFO-to-debt, to deteriorate materially in 2015, then improve in 2016, in tandem with S&P's increasing crude oil and natural gas price assumptions. The stable outlook reflects Standard & Poor's expectation that Vermilion will continue to focus on organic reserves and production growth, supplemented with bolt-on property acquisitions throughout its international upstream operations. Given the pricing fundamentals associated with production sales agreements outside North America, S&P expects the company's profitability metrics will remain in the top quartile of the E&P global peer group, despite its high unit full cycle costs. Although S&P expects Vermilion's cash flow adequacy and leverage ratios will deteriorate during S&P's 2015-2017 cash flow forecasting period, S&P believes the company's cash flow leverage metrics should continue to support the 'BB-'rating. Nevertheless, S&P would lower the rating if Vermilion's fully adjusted three-year weighted average debt-to-EBITDA exceeded 4.0x, or its weighted-average FFO-to-debt fell below 20%, and S&P believed the company's leverage metrics would remain at these levels. S&P would consider raising the rating if Vermilion can strengthen its business risk profile, with either a material enhancement to the scale and scope of its operations, or an improved operating efficiency profile. This could occur if the company achieves meaningful economies of scale as it continues to expand its production base. In the absence of a material improvement in Vermilion's business risk profile, S&P could also consider raising the rating if the company's cash flow leverage metrics strengthened such that its fully adjusted three year weighted-average FFO-to-debt increased above 30%, and S&P expected it to remain above this level. Based on S&P's hydrocarbon price assumptions for 2015-2017, it do not believe Vermilion's cash flow and leverage metrics could strengthen sufficiently to support a 'BB' rating during S&P's outlook period. VIVEVE MEDICAL: Burr Pilger Expresses Going Concern Doubt --------------------------------------------------------- Viveve Medical, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K for the fiscal year ended Dec. 31, 2014. Burr Pilger Mayer, Inc., expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has incurred recurring losses and negative cash flow from operations since inception. The Company reported a net loss of $6.18 million on $90,000 in revenue for the year ended Dec. 31, 2014, compared to a net loss of $4.32 million on $152,000 of revenues in the same period last year. The Company's balance sheet at Dec. 31, 2014, showed $2.3 million in total assets, $3.14 million in total liabilities, and a stockholders' deficit of $841,000. A copy of the Form 10-K is available at: http://is.gd/C171on Based in Sunnyvale, Calif., Viveve Medical, Inc., operates through Viveve, Inc., a women's health company engaged in advancing new solutions to improve women's overall well-being. The Company's product, the Viveve System, is a non-surgical, non-ablative medical device that remodels collagen and restores tissue. [*] Bill Pushes for Possible Municipal Bankruptcies in Illinois --------------------------------------------------------------- Nick Swedberg, writing for The Associated Press, reported that Rep. Ron Sandack is sponsoring legislation that would grant authority for communities to file for bankruptcy under Chapter 9 of the Bankruptcy Code, after some Illinois cities, stressed by pension debt, other financial issues, and the possibility of losing a chunk of their state aid, expressed their desire for an option to file for bankruptcy. According to the report, citing the National Conference of State Legislatures, 12 states authorize cities to file Chapter 9 bankruptcy filings, while another 12 grant conditional ability to file. The report said 26 states either don't have Chapter 9 authorization or prohibit it. [*] Greenberg Expands Chicago Litigation Practice with 2 Attorneys ------------------------------------------------------------------ Attorneys Peter G. Rush and Todd E. Pentecost have joined the Chicago office of the international law firm Greenberg Traurig, LLP. Rush joins as a shareholder and Pentecost joins as of counsel in the Litigation Practice. Prior to joining Greenberg Traurig, they were partners at K&L Gates LLP. "We are very pleased that Pete and Todd have joined us. They are excellent lawyers and colleagues, and have built a substantial practice that complements our litigation practice, both in Chicago and in the firm more generally," stated Paul T. Fox, co-managing shareholder of Greenberg Traurig's Chicago office. Rush, 55, has nearly 30 years of experience handling all aspects of complex commercial litigation. He represents clients ranging from Fortune 50 companies, media companies, universities, and not-for-profit entities to corporate officers and directors in the context of securities fraud cases, class actions and derivative suits, disputes involving complex financial instruments, and theft of trade secrets disputes. He also has experience conducting internal investigations, representing special committees and several clients in proceedings before the Securities and Exchange Commission. For almost 20 years, Rush also has maintained an active sport law practice where he represents institutions (colleges and high schools) and countless student-athletes in advising and litigating questions of institutional and individual athletic eligibility. He earned his J.D., with honors, from Duke University School of Law where he was named to the Order of the Coif. He earned his B.A., magna cum laude, from the University of Notre Dame. Mr. Rush may be reached at: Peter G. Rush GREENBERG TRAURIG, LLP 77 West Wacker Drive Suite 3100 Chicago, IL 60601 Tel: (312) 476-5046 Email: rushp@gtlaw.com Pentecost, 42, is experienced in all aspects of commercial litigation, including securities and consumer class actions, shareholder derivative litigation, investment company litigation, merger and acquisition litigation, multidistrict litigation, complex contractual disputes, breach of warranty claims, commercial tort cases, consumer finance litigation, insurance coverage disputes, municipal zoning and condemnation litigation, restrictive covenant litigation, trade secret litigation, partnership disputes, fiduciary litigation, and bankruptcy adversary proceedings. He has also handled arbitration and appellate matters. Pentecost has represented numerous publicly held and private companies, investment companies, municipalities, corporate officers and directors, investment company trustees, and other individuals in the state and federal courts in Chicago and in other jurisdictions. He has also counseled clients on contract, employment, and compliance issues. He earned his J.D., cum laude, from the University of Chicago Law School and his B.A., magna cum laude, from Marquette University. Mr. Pentecost may be reached at: Todd E. Pentecost GREENBERG TRAURIG, LLP 77 West Wacker Drive Suite 3100 Chicago, IL 60601 Tel: (312) 456-5030 Email: pentecostt@gtlaw.com About Greenberg Traurig – Chicago Greenberg Traurig's Chicago office strives to be as dynamic and diverse as the city it calls home. Since its inception in 1999, it has grown from three attorneys to more than 150 today. Lawyers in Greenberg Traurig's Chicago office represent a wide range of clients, from Fortune 500 companies to innovative start-ups, and practice in nearly every major practice area and industry. Offering local knowledge and broad experience, Greenberg Traurig's Chicago lawyers work with their colleagues in Greenberg Traurig's other offices in the United States and abroad to help clients achieve their objectives locally, nationally, and globally. About Greenberg Traurig, LLP Greenberg Traurig, LLP is an international, multi-practice law firm with approximately 1800 attorneys serving clients from 37 offices in the United States, Latin America, Europe, Asia, and the Middle East. The firm is among the "Power Elite" in the 2014 BTI Client Relationship Scorecard report, which assesses the nature and strength of law firms' client relationships. For additional information, please visit www.gtlaw.com/ [*] Judge Thomas McNamara Named Bankruptcy Judge for Colorado ------------------------------------------------------------- On March 23, the United States Court of Appeals for the Tenth Circuit appointed Honorable Thomas B. McNamara to the bankruptcy bench for the District of Colorado. Judge McNamara was previously with the law firm Davis Graham & Stubbs LLP where he had a dispute resolution and international focus. Earlier in his career he represented debtors, trustees, creditors and individuals in a full array of bankruptcy matters. He graduated Summa Cum Laude from the University of Minnesota and received his Juris Doctor from the Yale Law School. Honorable Marcia Krieger, Chief U.S. District Judge for the District of Colorado, administered the oath to Judge McNamara this afternoon. Judge McNamara will have chambers in Denver. The Tenth Circuit, with administrative headquarters in Denver, Colorado, encompasses the states of Colorado, Kansas, New Mexico, Oklahoma, Utah, and Wyoming. [*] Moody's Says B3 Neg. & Lower Corporate Ratings List Increases ----------------------------------------------------------------- The number of companies on its B3 Negative and Lower Corporate Ratings List reached a two-year peak as of March 1, 2015, Moody's Investors Service says in a new report. And oil and gas companies are accounting for an increasing proportion of the list as falling oil prices lead to more rating downgrades in the energy sector. "Of the 28 companies that joined the B3 Negative and Lower list in the past three months, 12 were from the oil and gas sector," says Associate Analyst, Julia Chursin. "While since the list's inception in 2009 companies from the energy sector have represented on average 8% of its total population, at the start of March, 2015 they comprised 14% of the total, the highest percentage ever." Moody's B3 Negative and Lower Corporate Ratings List now totals 184 companies, up from 174 a quarter earlier, Senior Vice President, David Keisman says in "Oil & Gas Downgrades Help Push List to a Two-Year Peak." The latest increase continues a trend of consecutive quarterly upticks that began in the first quarter of 2014, though the list remains far from its record high of 290 companies, set in the first quarter of 2009. While in the latter half of 2014 most companies left the list via rating upgrades and withdrawals, during the first quarter of 2015 most left it via defaults and rating withdrawals. Among the 18 companies that have dropped off the list this year, 39% filed for bankruptcy protection or completed a distressed exchange, 33% had their ratings withdrawn, and 28% had their ratings or outlook revised upward. "While previously a majority of companies left the B3 Negative and Lower list via positive rating changes or rating withdrawals, this trend has now reversed, with defaults being the main reason why companies are leaving it," Chursin says. "A continuation of this reversal could signal tough times ahead for speculative-grade issuers." Despite slight deterioration in some of Moody's proprietary indicators, overall they do however point to stable credit conditions. The Liquidity-Stress Index reached a six-month high in February due solely to pressure on oil and gas companies, but excluding them, the index fell to a record low. Meanwhile, Moody's Covenant Stress Index, though up slightly in February from the prior month, continues to indicate a low risk of covenant violations among US speculative-grade firms over the coming year. Moody's new report includes the full list of companies on the B3 Negative and Lower Corporate Ratings List and, where available, the companies' market-implied ratings to help gauge the relative value of the speculative-grade issuers. [*] Moody's Says North American Corporate Credit Quality Worsens ---------------------------------------------------------------- U.S. investment-grade non-financial corporate credit quality will deteriorate this year as companies continue to limit capital investment while taking on higher leverage and using cash to reward shareholders. Companies are increasing cash dividends, leaving less free cash flow to repay debt today than before the recession, according to a new report from Moody's Investors Service. In "Macroeconomics and Corporate Policies Eroding Credit Quality in 2015" Moody's notes that even as corporate credit quality deteriorates and returns decline, debt investors continue to invest, creating demand pull and inadvertently rewarding companies that allocate EBITDA in ways that weaken their credit quality. "Prolonged low interest rates have made dividends more important to investors, leaving companies increasingly fixated on dividend growth," says Moody's Senior Vice President, Bill Wolfe. "But this weakens their credit quality, especially as leverage is rising." Leverage is increasing while the proportion of EBITDA used to cover interest expenses has remained steady, suggesting that companies are managing to an interest coverage metric rather than leverage and principal to be repaid. Investors and companies are taking their cues from elevated macroeconomic uncertainty, slow and uneven global economic growth and expansionary money policies, including low interest rates and quantitative easing. "Low interest rates, ample systemic liquidity and bonus depreciation measures mean companies have more cash, but this has been diverted to benefit shareholders instead of investment," Wolfe says. "Expansionary monetary policies have stimulated credit supply and demand, but capital spending and business investment have not recovered to pre-recession levels, which may portend low future growth." While the objective of buying back shares is similar to that of paying dividends, Moody's found that share buyback activity relates to company-specific attributes and is not affected by expansionary monetary policies. "Only about 40% of the companies we looked at routinely buy back shares, and these companies have a common set of attributes," says Wolfe. [*] Pillsbury Bolsters West Coast Insolvency & Restructuring Unit ----------------------------------------------------------------- Pillsbury on March 23 announced Cecily Dumas, a highly regarded bankruptcy lawyer who also handles commercial transactions and litigation, is joining the firm's Insolvency & Restructuring practice as a partner in the San Francisco office. Dumas is well known in the Bay Area and beyond for her representation of high-profile clients and bankruptcy trustees, as well as her frequent presentations on the latest developments in insolvency and restructuring. She has more than 25 years' experience in bankruptcy and commercial law, most recently as lead name partner of her own firm, Dumas & Clark LLP. "Cecily has established herself as a sophisticated, pragmatic and trusted legal advisor in the insolvency area. Her rapport and results have attracted increasingly larger clients and cases over the years," said Pillsbury Chair James Rishwain, Jr. "We are delighted to bring on a partner with her track record of success and her exceptional energy." "I have worked 'across the table' from Cecily in very challenging bankruptcy cases and found her to be a consummate professional," said David Minnick, firmwide leader of Pillsbury's Insolvency & Restructuring practice section. "Her superb mastery of insolvency law's technicalities and its interpersonal dynamics will be a great asset for Pillsbury and our clients." "Joining a firm of Pillsbury's size and stature is a great opportunity for me to build my own insolvency practice along with the firm’s," Dumas said. "I look forward to tapping the broader expertise and resources that Pillsbury possesses to address the larger matters my clients face." In her broad-based insolvency practice, Dumas represents secured and unsecured creditors, asset acquirors, debtors and trustees. Recent matters she has handled include: * Advising a major California-based healthcare system regarding its restructuring and sale; * Representing more than 175 former partners of three major law firms facing claims by trustees for recovery of partner distributions and unfinished business proceeds; * Serving as trustee's counsel in Chapter 11 cases involving a mortgage loan originator and a blind pool fund with $180 million in Ponzi scheme-related claims. Dumas is a Fellow of the prestigious American College of Bankruptcy and a member of multiple bar associations and professional groups. Since 2008, Dumas has been one of the three speakers at the annual San Francisco Bar Association and Bay Area Bankruptcy Forum on the year’s developments in insolvency law. She is also a frequent presenter at meetings sponsored by the California Bankruptcy Forum, American Bankruptcy Institute, Practising Law Institute and the Association of Insolvency and Restructuring Advisors. Dumas earned her J.D. from Golden Gate University School of Law. She received her B.A. in Political Economy of Industrial Societies, with honors, from the University of California at Berkeley. She is admitted to practice in California. Ms. Dumas may be reached at: Cecily A. Dumas, Esq. PILLSBURY WINTHROP SHAW PITTMAN LLP Four Embarcadero Center 22nd Floor San Francisco, CA 94111-5998 Tel: (415) 983-1641 E-mail: cecily.dumas@pillsburylaw.com About Pillsbury Winthrop Shaw Pittman LLP Pillsbury is a full-service law firm with an industry focus on energy & natural resources, financial services including financial institutions, real estate & construction, and technology. Based in the world's major financial, technology and energy centers, Pillsbury counsels clients on global business, regulatory and litigation matters. We work in multidisciplinary teams that allow us to understand our clients' objectives, anticipate trends and bring a 360-degree perspective to complex business and legal issues -- helping clients to take greater advantage of new opportunities, meet and exceed their objectives and better mitigate risk. This collaborative work style helps produce the results our clients seek. [*] Reed Smith Adds Bankruptcy Partner, Energy Counsel in Singapore ------------------------------------------------------------------- Global law firm Reed Smith on March 17 announced that partner Troy Doyle and counsel Gerald Licnachan have joined the firm's Singapore office, in the global Commercial Restructuring and Bankruptcy Group and the Energy and Natural Resources Group respectively. Troy joins the firm from DLA Piper (in Singapore), where he led the firm's restructuring practice, while Gerald re-joins Reed Smith from his role as general counsel at Steppe Capital in Singapore. Troy advises financial institutions, private equity firms, hedge funds, corporates and insolvency practitioners across the Asia Pacific region, including China, Singapore, Indonesia, Thailand, Japan, Taiwan, Philippines and Australia. He has extensive experience advising on financial and corporate restructurings, distressed mergers and acquisitions, distressed debt trading (both portfolio and single asset deals), insolvency proceedings and special situation transactions. "I'm delighted to be joining Reed Smith and to further developing the restructuring and special situations practice across Asia. As well as impressive strength in finance, the firm also has market-leading expertise in shipping, energy and mining, sectors which are experiencing considerable distress in the Asia Pacific region," noted Troy. "I look forward to working with the various international offices of the firm to provide a seamless global restructuring offering to clients," he added. Mr. Doyle may be reached at: Troy Doyle, Esq. REED SMITH 10 Collyer Quay #06-01 to 06 Ocean Financial Centre Singapore 049315 Tel: +65 6320 5359 Fax: +65 6320 5399 Email: tdoyle@reedsmith.com Gerald Licnachan re-joins Reed Smith following his departure in 2010, when he left to work in-house at Steppe Capital, rising to become general counsel. He has particular expertise in the sectors of metals and mining, oil and gas, infrastructure, commodities, hospitality, real estate, retail and aviation (including private aviation and aircraft). Gerald advises on a broad range of international securities, mergers and acquisitions, joint ventures, corporate finance and corporate restructuring transactions. Mr. Licnachan may be reached at: Gerald Licnachan, Esq. 10 Collyer Quay #06-01 to 06 Ocean Financial Centre Singapore 049315 Tel: +65 6320 5300 Fax: +65 6320 5399 E-mail: glicnachan@reedsmith.com Reed Smith established its presence in Singapore in 2012 and, in line with continued global expansion, has significantly grown its footprint in South East Asia with a 27% increase in lawyer headcount in the last year. The arrival of Troy and Gerald follows that of corporate partner Matt Gorman, who joined Reed Smith’s Singapore office at the start of this year from Stephenson Harwood. Reed Smith further strengthened its commitment to Asia with the recent appointment of David Adelman in New York. David, the former United States Ambassador to Singapore and managing director at Goldman Sachs in Hong Kong and Singapore regularly travels to Asia and will support the development of the Singapore office. His experience will benefit current and new clients in diverse industry sectors, including Asian businesses expanding their investments and operations. "Our Singapore office has come a long way since we launched in late 2012," commented Gautam Bhattacharyya, Singapore office managing partner. "Our global strength in finance and transactional work make Troy and Gerald very exciting additions." "Not only is Troy a highly regarded restructuring practitioner, but he has significant experience in the Asian market. Gerald also has a great deal of transactional experience in Asia. They further enhance our credentials in the region following the arrival of Matt Gorman and we are delighted to welcome them to the team." "Troy's appointment is another important step for Reed Smith in building a market-leading, truly global, financial restructuring practice," said Tamara Box, global chair of the Financial Industry Group. "Distressed investments and debt trading, particularly in non-performing loan transactions across both Europe and Asia, remains extremely active. With Troy in the team, we can provide clients with an even broader service in this area." About Reed Smith Reed Smith is a global law firm with 25 offices and more than 1,800 lawyers in offices across Europe, the Middle East, Asia and the United States. For further information, please visit www.reedsmith.com or contact Annabelle Price (branding & communications executive EME) on +44 (0)20 3116 2571. [^] Large Companies With Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------ ABSOLUTE SOFTWRE ALSWF US 138.6 (11.0) (2.4) ABSOLUTE SOFTWRE OU1 GR 138.6 (11.0) (2.4) ABSOLUTE SOFTWRE ABT CN 138.6 (11.0) (2.4) ACCRETIVE HEALTH 6HL GR 510.0 (85.6) (17.7) ACCRETIVE HEALTH ACHI US 510.0 (85.6) (17.7) ADVANCED EMISSIO ADES US 106.4 (46.1) (15.3) ADVANCED EMISSIO OXQ1 GR 106.4 (46.1) (15.3) ADVENT SOFTWARE ADVS US 434.9 (64.8) (122.0) ADVENT SOFTWARE AXQ GR 434.9 (64.8) (122.0) AGILE THERAPEUTI 0AL GR 60.9 42.4 39.8 AGILE THERAPEUTI AGRX US 60.9 42.4 39.8 AIR CANADA ACDVF US 10,648.0 (1,133.0) (59.0) AIR CANADA ADH2 GR 10,648.0 (1,133.0) (59.0) AIR CANADA ACEUR EU 10,648.0 (1,133.0) (59.0) AIR CANADA ADH2 TH 10,648.0 (1,133.0) (59.0) AIR CANADA AC CN 10,648.0 (1,133.0) (59.0) AK STEEL HLDG AK2 TH 4,858.5 (77.0) 900.5 AK STEEL HLDG AKS US 4,858.5 (77.0) 900.5 AK STEEL HLDG AKS* MM 4,858.5 (77.0) 900.5 AK STEEL HLDG AK2 GR 4,858.5 (77.0) 900.5 ALLIANCE HEALTHC AIQ US 473.5 (127.3) 62.8 AMC NETWORKS-A AMCX* MM 3,976.6 (147.3) 597.4 AMC NETWORKS-A 9AC GR 3,976.6 (147.3) 597.4 AMC NETWORKS-A AMCX US 3,976.6 (147.3) 597.4 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 ANGIE'S LIST INC 8AL GR 154.5 (22.2) (13.3) ANGIE'S LIST INC ANGI US 154.5 (22.2) (13.3) ANGIE'S LIST INC 8AL TH 154.5 (22.2) (13.3) ARRAY BIOPHARMA ARRY US 163.6 (13.9) 82.8 ARRAY BIOPHARMA AR2 GR 163.6 (13.9) 82.8 ARRAY BIOPHARMA AR2 TH 163.6 (13.9) 82.8 AUTOZONE INC AZ5 GR 7,717.1 (1,662.8) (1,383.4) AUTOZONE INC AZO US 7,717.1 (1,662.8) (1,383.4) AUTOZONE INC AZ5 QT 7,717.1 (1,662.8) (1,383.4) AUTOZONE INC AZOEUR EU 7,717.1 (1,662.8) (1,383.4) AUTOZONE INC AZ5 TH 7,717.1 (1,662.8) (1,383.4) AVID TECHNOLOGY AVID US 197.2 (341.2) (173.2) BENEFITFOCUS INC BTF GR 140.0 (42.8) 25.0 BENEFITFOCUS INC BNFT US 140.0 (42.8) 25.0 BERRY PLASTICS G BERY US 5,176.0 (93.0) 660.0 BERRY PLASTICS G BP0 GR 5,176.0 (93.0) 660.0 BRP INC/CA-SUB V BRPIF US 2,115.5 (9.5) 184.7 BRP INC/CA-SUB V B15A GR 2,115.5 (9.5) 184.7 BRP INC/CA-SUB V DOO CN 2,115.5 (9.5) 184.7 BURLINGTON STORE BURL US 2,796.9 (167.9) 77.6 BURLINGTON STORE BUI GR 2,796.9 (167.9) 77.6 CABLEVISION SY-A CVY GR 6,765.2 (5,032.0) 180.5 CABLEVISION SY-A CVC US 6,765.2 (5,032.0) 180.5 CABLEVISION-W/I CVC-W US 6,765.2 (5,032.0) 180.5 CABLEVISION-W/I 8441293Q US 6,765.2 (5,032.0) 180.5 CADIZ INC CDZI US 56.0 (49.7) 3.0 CADIZ INC 2ZC GR 56.0 (49.7) 3.0 CAESARS ENTERTAI C08 GR 23,535.0 (4,742.0) (14,607.0) CAESARS ENTERTAI CZR US 23,535.0 (4,742.0) (14,607.0) CASELLA WASTE WA3 GR 661.8 (6.7) (0.5) CASELLA WASTE CWST US 661.8 (6.7) (0.5) CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CHOICE HOTELS CZH GR 647.3 (428.8) 151.3 CHOICE HOTELS CHH US 647.3 (428.8) 151.3 CIENA CORP CIEN US 2,056.2 (88.6) 902.8 CIENA CORP CIE1 GR 2,056.2 (88.6) 902.8 CIENA CORP CIEN TE 2,056.2 (88.6) 902.8 CIENA CORP CIE1 TH 2,056.2 (88.6) 902.8 CINCINNATI BELL CIB GR 1,819.7 (648.5) (73.2) CINCINNATI BELL CBB US 1,819.7 (648.5) (73.2) CLEAR CHANNEL-A C7C GR 6,362.4 (140.9) 362.1 CLEAR CHANNEL-A CCO US 6,362.4 (140.9) 362.1 CLIFFS NATURAL R CVA TH 3,164.0 (1,734.3) 490.3 CLIFFS NATURAL R CLF US 3,164.0 (1,734.3) 490.3 CLIFFS NATURAL R CVA GR 3,164.0 (1,734.3) 490.3 CLIFFS NATURAL R CLF* MM 3,164.0 (1,734.3) 490.3 COMVERSE INC CM1 GR 649.6 (2.8) 4.3 COMVERSE INC CNSI US 649.6 (2.8) 4.3 CONNECTURE INC 2U7 GR 85.8 (67.7) (55.8) CONNECTURE INC CNXR US 85.8 (67.7) (55.8) CORCEPT THERA CORT US 34.6 (3.4) 16.7 CORCEPT THERA HTD GR 34.6 (3.4) 16.7 CORINDUS VASCULA CVRS US 0.0 (0.0) (0.0) DIPLOMAT PHARMAC DPLO US 322.7 6.6 (39.9) DIPLOMAT PHARMAC 7DP TH 322.7 6.6 (39.9) DIPLOMAT PHARMAC 7DP GR 322.7 6.6 (39.9) DIRECTV DTVEUR EU 25,459.0 (4,828.0) 1,860.0 DIRECTV DTV US 25,459.0 (4,828.0) 1,860.0 DIRECTV DIG1 GR 25,459.0 (4,828.0) 1,860.0 DIRECTV DIG1 QT 25,459.0 (4,828.0) 1,860.0 DIRECTV DTV CI 25,459.0 (4,828.0) 1,860.0 DOMINO'S PIZZA DPZ US 619.3 (1,219.5) 162.8 DOMINO'S PIZZA EZV TH 619.3 (1,219.5) 162.8 DOMINO'S PIZZA EZV GR 619.3 (1,219.5) 162.8 DUN & BRADSTREET DB5 GR 1,986.2 (1,194.6) (223.0) DUN & BRADSTREET DNB US 1,986.2 (1,194.6) (223.0) DURATA THERAPEUT DRTX US 82.1 (16.1) 11.7 DURATA THERAPEUT DRTXEUR EU 82.1 (16.1) 11.7 DURATA THERAPEUT DTA GR 82.1 (16.1) 11.7 EDGEN GROUP INC EDG US 883.8 (0.8) 409.2 EMPIRE RESORTS I LHC1 GR 39.9 (17.1) 3.2 EMPIRE RESORTS I NYNY US 39.9 (17.1) 3.2 ENTELLUS MEDICAL 29E GR 14.0 (8.0) 4.8 ENTELLUS MEDICAL ENTL US 14.0 (8.0) 4.8 EOS PETRO INC EOPT US 1.3 (28.4) (29.5) EXTENDICARE INC EXE CN 1,885.0 (7.2) 77.0 EXTENDICARE INC EXETF US 1,885.0 (7.2) 77.0 FAIRPOINT COMMUN FRP US 1,466.0 (600.3) (5.0) FAIRPOINT COMMUN FONN GR 1,466.0 (600.3) (5.0) FAIRWAY GROUP HO FGWA GR 372.2 (16.5) 17.9 FAIRWAY GROUP HO FWM US 372.2 (16.5) 17.9 FERRELLGAS-LP FGP US 1,680.4 (138.8) (37.1) FERRELLGAS-LP FEG GR 1,680.4 (138.8) (37.1) FMSA HOLDINGS IN FMSAEUR EU 1,447.5 (21.7) 271.3 FMSA HOLDINGS IN FM1 GR 1,447.5 (21.7) 271.3 FMSA HOLDINGS IN FMSA US 1,447.5 (21.7) 271.3 FREESCALE SEMICO 1FS GR 3,275.0 (3,581.0) 1,324.0 FREESCALE SEMICO FSLEUR EU 3,275.0 (3,581.0) 1,324.0 FREESCALE SEMICO 1FS TH 3,275.0 (3,581.0) 1,324.0 FREESCALE SEMICO FSL US 3,275.0 (3,581.0) 1,324.0 FRESHPET INC FRPT US 75.3 (43.5) 0.4 FRESHPET INC 7FP GR 75.3 (43.5) 0.4 GAMING AND LEISU GLPI US 2,564.6 (124.7) 12.7 GAMING AND LEISU 2GL GR 2,564.6 (124.7) 12.7 GARDA WRLD -CL A GW CN 1,356.8 (243.8) 57.4 GENCORP INC GCY GR 1,921.6 (170.9) 99.2 GENCORP INC GCY TH 1,921.6 (170.9) 99.2 GENCORP INC GY US 1,921.6 (170.9) 99.2 GENTIVA HEALTH GTIV US 1,225.2 (285.2) 130.0 GENTIVA HEALTH GHT GR 1,225.2 (285.2) 130.0 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GOLD RESERVE INC GDRZF US 28.0 (10.5) 4.9 GOLD RESERVE INC GOD GR 28.0 (10.5) 4.9 GOLD RESERVE INC GRZ CN 28.0 (10.5) 4.9 GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 GYMBOREE CORP/TH GYMB US 1,284.0 (321.3) 39.5 HCA HOLDINGS INC 2BH TH 31,199.0 (6,498.0) 3,450.0 HCA HOLDINGS INC 2BH GR 31,199.0 (6,498.0) 3,450.0 HCA HOLDINGS INC HCA US 31,199.0 (6,498.0) 3,450.0 HD SUPPLY HOLDIN 5HD GR 6,523.0 (657.0) 1,396.0 HD SUPPLY HOLDIN HDS US 6,523.0 (657.0) 1,396.0 HERBALIFE LTD HOO GR 2,374.9 (334.4) 518.6 HERBALIFE LTD HLFEUR EU 2,374.9 (334.4) 518.6 HERBALIFE LTD HOO QT 2,374.9 (334.4) 518.6 HERBALIFE LTD HLF US 2,374.9 (334.4) 518.6 HOVNANIAN ENT-A HO3 GR 2,461.4 (130.0) 1,608.3 HOVNANIAN ENT-A HOV US 2,461.4 (130.0) 1,608.3 HOVNANIAN ENT-B HOVVB US 2,461.4 (130.0) 1,608.3 HOVNANIAN-A-WI HOV-W US 2,461.4 (130.0) 1,608.3 HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) IHEARTMEDIA INC IHRT US 14,306.0 (9,506.2) 1,003.2 INCYTE CORP ICY TH 830.1 (81.6) 477.7 INCYTE CORP ICY GR 830.1 (81.6) 477.7 INCYTE CORP INCY US 830.1 (81.6) 477.7 INFOR US INC LWSN US 6,778.1 (460.0) (305.9) INOVALON HOLDI-A IOV TH 317.3 (23.4) 156.4 INOVALON HOLDI-A IOV GR 317.3 (23.4) 156.4 INOVALON HOLDI-A INOV US 317.3 (23.4) 156.4 INOVALON HOLDI-A INOVEUR EU 317.3 (23.4) 156.4 INTERCORE INC ICOR US 3.3 (8.2) (10.7) IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 JUST ENERGY GROU JE US 1,205.7 (539.0) (119.7) JUST ENERGY GROU JE CN 1,205.7 (539.0) (119.7) JUST ENERGY GROU 1JE GR 1,205.7 (539.0) (119.7) LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9 LEE ENTERPRISES LEE US 809.3 (167.5) (12.4) LORILLARD INC LO US 3,508.0 (2,182.0) 1,051.0 LORILLARD INC LLV TH 3,508.0 (2,182.0) 1,051.0 LORILLARD INC LLV GR 3,508.0 (2,182.0) 1,051.0 MANNKIND CORP MNKD US 394.4 (73.8) (202.2) MANNKIND CORP NNF1 TH 394.4 (73.8) (202.2) MANNKIND CORP NNF1 GR 394.4 (73.8) (202.2) MARRIOTT INTL-A MAR US 6,865.0 (2,200.0) (1,139.0) MARRIOTT INTL-A MAQ TH 6,865.0 (2,200.0) (1,139.0) MARRIOTT INTL-A MAQ GR 6,865.0 (2,200.0) (1,139.0) MARRIOTT INTL-A MAQ QT 6,865.0 (2,200.0) (1,139.0) MDC COMM-W/I MDZ/W CN 1,648.9 (153.6) (269.3) MDC PARTNERS-A MD7A GR 1,648.9 (153.6) (269.3) MDC PARTNERS-A MDCA US 1,648.9 (153.6) (269.3) MDC PARTNERS-A MDZ/A CN 1,648.9 (153.6) (269.3) MDC PARTNERS-EXC MDZ/N CN 1,648.9 (153.6) (269.3) MERITOR INC MTOR US 2,346.0 (576.0) 268.0 MERITOR INC AID1 GR 2,346.0 (576.0) 268.0 MERRIMACK PHARMA MACK US 188.6 (99.9) 40.9 MERRIMACK PHARMA MP6 GR 188.6 (99.9) 40.9 MICHAELS COS INC MIM GR 2,030.0 (2,269.0) 409.0 MICHAELS COS INC MIK US 2,030.0 (2,269.0) 409.0 MONEYGRAM INTERN MGI US 4,642.2 (182.7) 48.5 MORGANS HOTEL GR MHGC US 632.3 (221.3) 89.3 MORGANS HOTEL GR M1U GR 632.3 (221.3) 89.3 MOXIAN CHINA INC MOXC US 4.9 (1.2) (4.0) MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) - NATIONAL CINEMED NCMI US 991.4 (208.7) 65.2 NATIONAL CINEMED XWM GR 991.4 (208.7) 65.2 NAVISTAR INTL NAV US 6,785.0 (4,688.0) 844.0 NAVISTAR INTL IHR TH 6,785.0 (4,688.0) 844.0 NAVISTAR INTL IHR GR 6,785.0 (4,688.0) 844.0 NEFF CORP-CL A NEFF US 612.1 (343.7) (1.5) NORTHWEST BIO NBYA GR 29.4 (31.2) (41.7) NORTHWEST BIO NWBO US 29.4 (31.2) (41.7) OMEROS CORP OMER US 25.3 (26.6) 9.0 OMEROS CORP 3O8 GR 25.3 (26.6) 9.0 OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) PALM INC PALM US 1,007.2 (6.2) 141.7 PATRIOT NATIONAL PN US 137.0 (38.7) (25.7) PBF LOGISTICS LP PBFX US 394.0 (120.3) 21.8 PBF LOGISTICS LP 11P GR 394.0 (120.3) 21.8 PHILIP MORRIS IN 4I1 TH 35,187.0 (11,203.0) 372.0 PHILIP MORRIS IN 4I1 GR 35,187.0 (11,203.0) 372.0 PHILIP MORRIS IN PM FP 35,187.0 (11,203.0) 372.0 PHILIP MORRIS IN PM1 TE 35,187.0 (11,203.0) 372.0 PHILIP MORRIS IN PM1EUR EU 35,187.0 (11,203.0) 372.0 PHILIP MORRIS IN PM1CHF EU 35,187.0 (11,203.0) 372.0 PHILIP MORRIS IN PMI SW 35,187.0 (11,203.0) 372.0 PHILIP MORRIS IN PM US 35,187.0 (11,203.0) 372.0 PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLY GEM HOLDINGS PG6 GR 1,254.6 (96.7) 204.5 PLY GEM HOLDINGS PGEM US 1,254.6 (96.7) 204.5 PROTALEX INC PRTX US 0.8 (10.3) (0.0) PROTECTION ONE PONE US 562.9 (61.8) (7.6) PROTEON THERAPEU PRTO US 24.2 9.6 19.3 QUALITY DISTRIBU QLTY US 427.8 (31.7) 115.0 QUALITY DISTRIBU QDZ GR 427.8 (31.7) 115.0 QUINTILES TRANSN QTS GR 3,305.8 (704.0) 674.2 QUINTILES TRANSN Q US 3,305.8 (704.0) 674.2 RAYONIER ADV RYAM US 1,304.7 (63.8) 188.6 RAYONIER ADV RYQ GR 1,304.7 (63.8) 188.6 REGAL ENTERTAI-A RGC US 2,539.5 (897.3) (135.6) REGAL ENTERTAI-A RGC* MM 2,539.5 (897.3) (135.6) REGAL ENTERTAI-A RETA GR 2,539.5 (897.3) (135.6) RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTPATH INC PRM US 208.0 (91.7) 3.6 RETROPHIN INC RTRX US 135.5 (37.3) (70.2) RETROPHIN INC 17R GR 135.5 (37.3) (70.2) REVLON INC-A REV US 1,944.1 (644.1) 308.9 REVLON INC-A RVL1 GR 1,944.1 (644.1) 308.9 RITE AID CORP RAD US 7,186.0 (1,792.7) 1,895.3 RITE AID CORP RTA TH 7,186.0 (1,792.7) 1,895.3 RITE AID CORP RTA GR 7,186.0 (1,792.7) 1,895.3 ROUNDY'S INC 4R1 GR 1,089.7 (66.8) 71.8 ROUNDY'S INC RNDY US 1,089.7 (66.8) 71.8 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 RYERSON HOLDING RYI US 2,006.2 (38.2) 749.5 RYERSON HOLDING 7RY GR 2,006.2 (38.2) 749.5 RYERSON HOLDING 7RY TH 2,006.2 (38.2) 749.5 SALLY BEAUTY HOL SBH US 2,097.0 (255.6) 753.8 SALLY BEAUTY HOL S7V GR 2,097.0 (255.6) 753.8 SBA COMM CORP-A SBJ TH 7,841.1 (660.8) (4.2) SBA COMM CORP-A SBACEUR EU 7,841.1 (660.8) (4.2) SBA COMM CORP-A SBJ GR 7,841.1 (660.8) (4.2) SBA COMM CORP-A SBAC US 7,841.1 (660.8) (4.2) SEARS HOLDINGS SEE GR 13,209.0 (945.0) (213.0) SEARS HOLDINGS SHLD US 13,209.0 (945.0) (213.0) SEARS HOLDINGS SEE TH 13,209.0 (945.0) (213.0) SECOND SIGHT MED EYESEUR EU 9.6 (19.5) 4.4 SECOND SIGHT MED EYES US 9.6 (19.5) 4.4 SECOND SIGHT MED 24P GR 9.6 (19.5) 4.4 SEQUENOM INC SQNM US 161.1 (31.2) 65.7 SEQUENOM INC QNMA TH 161.1 (31.2) 65.7 SEQUENOM INC QNMA GR 161.1 (31.2) 65.7 SILVER SPRING NE 9SI TH 548.2 (133.8) 78.4 SILVER SPRING NE 9SI GR 548.2 (133.8) 78.4 SILVER SPRING NE SSNI US 548.2 (133.8) 78.4 SIRIUS XM CANADA SIICF US 336.0 (91.2) (159.5) SIRIUS XM CANADA XSR CN 336.0 (91.2) (159.5) SPORTSMAN'S WARE 06S GR 315.7 (35.0) 83.3 SPORTSMAN'S WARE SPWH US 315.7 (35.0) 83.3 SUPERVALU INC SJ1 GR 5,078.0 (647.0) 277.0 SUPERVALU INC SJ1 TH 5,078.0 (647.0) 277.0 SUPERVALU INC SVU US 5,078.0 (647.0) 277.0 THERAVANCE THRX US 521.7 (223.3) 238.4 THERAVANCE HVE GR 521.7 (223.3) 238.4 THRESHOLD PHARMA NZW1 GR 68.4 (24.0) 40.7 THRESHOLD PHARMA THLD US 68.4 (24.0) 40.7 TOWN SPORTS INTE CLUB US 409.8 (118.1) 52.3 TRANSDIGM GROUP T7D GR 6,913.6 (1,464.7) 1,231.3 TRANSDIGM GROUP TDG US 6,913.6 (1,464.7) 1,231.3 TRINET GROUP INC TN3 TH 1,393.3 (48.9) 17.3 TRINET GROUP INC TNETEUR EU 1,393.3 (48.9) 17.3 TRINET GROUP INC TN3 GR 1,393.3 (48.9) 17.3 TRINET GROUP INC TNET US 1,393.3 (48.9) 17.3 UNILIFE CORP 4UL TH 86.4 (19.9) 2.4 UNILIFE CORP UNIS US 86.4 (19.9) 2.4 UNILIFE CORP 4UL GR 86.4 (19.9) 2.4 UNISYS CORP USY1 GR 2,348.7 (1,452.4) 319.6 UNISYS CORP UIS US 2,348.7 (1,452.4) 319.6 UNISYS CORP UIS1 SW 2,348.7 (1,452.4) 319.6 UNISYS CORP UISCHF EU 2,348.7 (1,452.4) 319.6 UNISYS CORP UISEUR EU 2,348.7 (1,452.4) 319.6 UNISYS CORP USY1 TH 2,348.7 (1,452.4) 319.6 VENOCO INC VQ US 756.5 (100.0) (762.9) VERISIGN INC VRS GR 2,154.9 (883.5) (429.9) VERISIGN INC VRS TH 2,154.9 (883.5) (429.9) VERISIGN INC VRSN US 2,154.9 (883.5) (429.9) VERIZON TELEMATI HUTC US 110.2 (101.6) (113.8) VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) WEIGHT WATCHERS WTW US 1,515.2 (1,384.3) 50.7 WEIGHT WATCHERS WW6 GR 1,515.2 (1,384.3) 50.7 WEIGHT WATCHERS WW6 QT 1,515.2 (1,384.3) 50.7 WEIGHT WATCHERS WTWEUR EU 1,515.2 (1,384.3) 50.7 WEIGHT WATCHERS WW6 TH 1,515.2 (1,384.3) 50.7 WEST CORP WSTC US 3,818.1 (659.6) 369.8 WEST CORP WT2 GR 3,818.1 (659.6) 369.8 WESTMORELAND COA WLB US 1,829.6 (349.4) (13.1) WESTMORELAND COA WME GR 1,829.6 (349.4) (13.1) WESTMORELAND RES 2OR1 GR 204.0 (14.2) (57.7) WESTMORELAND RES WMLP US 204.0 (14.2) (57.7) XERIUM TECHNOLOG TXRN GR 594.0 (74.1) 97.7 XERIUM TECHNOLOG XRM US 594.0 (74.1) 97.7 YRC WORLDWIDE IN YEL1 GR 1,985.0 (474.3) 148.2 YRC WORLDWIDE IN YEL1 TH 1,985.0 (474.3) 148.2 YRC WORLDWIDE IN YRCW US 1,985.0 (474.3) 148.2 ********* 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 ***