/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150422.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, April 22, 2015, Vol. 19, No. 112 Headlines ADVANCED MICRO DEVICES: Loss Widens as Revenue Slumps ADVANCED MICRO: S&P Lowers CCR to 'B-' on Revenue Decline AEREO INC: Reaches $950K Deal With Broadcasters ALLIED NEVADA: Hires Akin Gump as Co-counsel ALLIED NEVADA: Hires Blank Rome as Co-counsel ALLIED NEVADA: Hires Moelis & Company as Financial Advisor ALLIED NEVADA: Proposes Clover-Led Auction for Assets ALLIED NEVADA: Taps Prime Clerk as Administrative Advisor AMERIGO INC: Case Summary & 14 Largest Unsecured Creditors AMR CORP: Bid For $310M Stockholders Payout Denied APPLEGATE FARMS: Voluntary Chapter 11 Case Summary AURORA DIAGNOSTICS: S&P Puts 'CCC+' CCR on CreditWatch Negative AUXILIUM PHARMACEUTICALS: S&P Ups to B+ Then Withdraws CCR BAPTIST HOME OF PHILADELPHIA: Court Confirms Reorganization Plan CACHE INC: Wins Reprieve From Bid to Convert Case to Ch. 7 CAL DIVE: Files Revised Proposed Final Order for DIP Financing CAL DIVE: Wins Judge Nod for $120 Million DIP Loan CANDAX ENERGY: Has 120 Days to Comply with TSX Listing Rules CASA EN DENVER: Proposes to Pay $16.5K to Critical Vendor CASA EN DENVER: Wants to Employ Tripp Scott as Counsel CASA EN DENVER: Wants to Use Bank of Commerce Cash Collateral CHRIST HOSPITAL: Medicare Overpays as Hospital Prices Rise CHRYSLER LLC: Judge Frees TRW of Steering Defect Liability COMMACK HOSPITALITY: Reorganization Plan Declared Effective CROSBY NATIONAL: Section 341(a) Meeting Set for June 12 DAEGIS INC: Receives NASDAQ Listing Non-Compliance Notice DAMON'S GRILL: To Exit Ch. 11 After Sale to Unique Ventures DENDREON CORP: Buyers Fight Shareholders' Bid to Stay Sale DENDREON CORP: Liquidation Plan Goes to June 2 Confirmation Hearing DIGITAL RIVER: S&P Assigns 'B-' CCR; Outlook Stable DVORKIN HOLDINGS: ColFin Appeals Lombard Purchase Approval FREDERICK'S OF HOLLYWOOD: Proposes $11MM of DIP Financing FREDERICK'S OF HOLLYWOOD: Proposes ABG-Led Sale Process FREDERICK'S OF HOLLYWOOD: Wants to Pay $1.4MM for Vendor Claims FREDERICK'S OF HOLLYWOOD: Yand.com Comments on Store Closings FRESH PRODUCE: Seeks to Use Wells Fargo Cash Collateral GASFRAC ENERGY: Some Proceeds Set Aside for Ad Valorem Taxes GENARO'S CORPORATION: Case Summary & 15 Top Unsecured Creditors GENERAL MOTORS: 2nd Circ. Rejects JPMorgan Rehearing Bid HEI INC: Amends Schedules of Assets and Liabilities HORIZON PHARMA: S&P Assigns ‘B’ CCR, Outlook Stable INTERNATIONAL AUTOMOTIVE: S&P Cuts Corp. Credit Rating to ‘B’ JPH LAS VEGAS: Court to Consider NHI's Lift Stay Motion Today KARMALOOP INC: Gets Nod For Ch. 11 Sale Plan With May Auction KIOR INC: Bid for $14MM in Add'l Loans Facing Objections LEVI STRAUSS: S&P Assigns BB Rating to $475MM Unsecured Notes LIGHTSQUARED INC: Losses Since Bankruptcy Top $2 Billion LONGVIEW POWER: Files Supplements to 2nd Amended Plan MUNDY RANCH: Directed to Comply with Plan and Pay Rabo NAARTJIE CUSTOM: Wants Exclusive Right to File Plan Until June 9 NATIONAL AGGREGATES: Voluntary Chapter 11 Case Summary NII HOLDINGS: Files Black-lined Copy of Amended Plan NII HOLDINGS: June 3 Hearing on New Plan Support Agreement NORTH AMERICAN PALLADIUM: Gets NYSE Listing Non-Compliance Notice OCWEN FINANCIAL: S&P Puts 'B' Issuer Credit Rating on Watch Neg. OPTIM ENERGY: Blackstone Unit Objects to Bankruptcy-Exit Plan OPTIM ENERGY: Wants May 27, 2015 Administrative Claims Bar Date OPTIMAS OE: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable ORLANDO GATEWAY: Case Summary & Largest Unsecured Creditors PETERSBURG REGENCY: Case Summary & 13 Largest Unsecured Creditors PREMIER GOLF: Files Schedules of Assets and Liabilities PRISO ACQUISITION: S&P Assigns 'B' CCR, Outlook Stable PROSPECT PARK: May 19 Hearing on Fifth Exclusivity Extension PUERTO RICO ELECTRIC: OFG to Take Provision on Credit Line QUICKSILVER RESOURCES: Creditors Move to Block Cash Pact Payments RADIOSHACK CORP: Committee Taps Whiteford Taylor as Del. Counsel RADIOSHACK CORP: Texas Presses on Plan to Auction Customer Data RESOLUTE ENERGY: S&P Alters Outlook to Neg. & Affirms B- CCR REVEL AC: Deal Unlikely in Casino Power Struggle, Owner Says REVEL AC: Generators Need to Be Replaced by Cleaner Ones Richards Kibbe & Orbe's Sambur Among Law360's 2015 Rising Stars ROADMARK CORP: Okayed to Make Payments to World Omni ROADMARK CORP: Wants to Ink Premium Finance Agreement with IPFS ROADMARK CORP: Wants Umbrella Agreement with Premium Approved SIGA TECHNOLOGIES: Wants Financial Advisor's Fee Claims Nixed SIMPLY FASHION: KapilaMukamal Providing CRO SIMPLY FASHION: Proposes Berger Singerman as General Counsel SIMPLY FASHION: Proposes Prime Clerk as Noticing Agent STANDARD REGISTER: Seeks Key Employee Incentive Plan Approval STANDARD REGISTER: Wants to Pay $4.3M in Bonuses to Key Employees T-L BRYWOOD: Has Access to Cash Collateral Until April 30 TALBOTS INC: S&P Lowers Corp. Credit Rating to 'B-' TRI-VALLEY CORP: K&L Gates Asks Judge to Toss Class Suit TRIBUNE CO: Creditors Ask 3rd Circ. for Appeal of $7-Bil. Plan TRUMP ENTERTAINMENT: Wants Judge to Penalize Union Over Letters TURNER GRAIN: Wants $16K Sale of Trailer to Brad Caviness US AIRWAYS: Pilots Lost Millions From PBGC Inaction US SHALE: S&P Lowers Corp. Credit Rating to CCC, Outlook Neg. USA SYNTHETIC: Judge Approves Planned May Auction WEBSENSE INC: S&P Puts Ratings on Watch Pos. After Raytheon Deal [*] Ares Management to Acquire Loan Portfolio from First Capital [*] BofA Can't Duck Credit Reporting Suit Over Canceled Debts [*] Falling Oil Prices Trigger Layoffs [*] Franklin Ciaccio Joins Dorsey's Restructuring Group in New York [*] Otterbourg's Cyganowski Among NLJ's Outstanding Women Lawyers [*] Today's Debt Tricks May Hurt Cities Later, Fed Boss Warns ********* ADVANCED MICRO DEVICES: Loss Widens as Revenue Slumps ----------------------------------------------------- Tess Stynes at Daily Bankruptcy Review reports that Advanced Micro Devices Inc . said its first-quarter loss widened as revenue slumped, and the company said it was exiting its dense server systems business formerly known as SeaMicro, effective immediately. Shares fell 8% to $2.64 in recent after-hours trading on April 16, as the loss excluding items was wider than analysts' feared and revenue missed expectations. About Advanced Micro Devices Sunnyvale, California-based Advanced Micro Devices, Inc., is a global semiconductor company. The Company's products include x86 microprocessors and graphics. For the year ended Dec. 27, 2014, the Company reported a net loss of $403 million on $5.50 billion of net revenue compared to a net loss of $83 million on $5.29 billion of net revenue for the year ended Dec. 28, 2013. As of Dec. 27, 2014, Advanced Micro had $3.76 billion in total assets, $3.58 billion in total liabilities and $187 million in total stockholders' equity. * * * In August 2013, Standard & Poor's Ratings Services revised its outlook on Advanced Micro Devices to negative from stable. At the same time, S&P affirmed its 'B' corporate credit and senior unsecured debt ratings on AMD. As reported by the TCR on June 5, 2014, Fitch Ratings had upgraded the long-term Issuer Default Rating (IDR) for AMD (NYSE: AMD) to 'B-' from 'CCC'. The upgrade primarily reflects AMD's improved financial flexibility from recent refinancing activity, which extends meaningful debt maturities until 2019. In the Feb. 4, 2013, edition of the TCR, Moody's Investors Service lowered AMD's corporate family rating to 'B2' from 'B1'. The downgrade of the corporate family rating to 'B2' reflects AMD's prospects for weaker operating performance and liquidity profile over the next year as the company commences on a multi-quarter strategic reorientation of its business in the face of a challenging macro environment and a weak PC market. ADVANCED MICRO: S&P Lowers CCR to 'B-' on Revenue Decline --------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Sunnyvale, Calif.-based Advanced Micro Devices Inc. to B- from B. The outlook is stable. At the same time, S&P lowered its issue-level ratings on AMD's senior unsecured debt to B- from B and revised the recovery rating to 4 from 3. S&P's 4 recovery rating reflects its expectation for average (30%-50%; lower half of the range) recovery in the event of a payment default. "The downgrade reflects AMD's recently sharpened revenue declines, weak industry conditions and intense competition from Intel in PC markets, and the challenges it faces to grow in targeted enterprise, embedded, and semi-custom product markets to offset PC business declines," said Standard & Poor’s credit analyst John Moore. S&P said, "We expect the company will generate revenues, earnings, and cash flow significantly below our prior expectations in 2015. We expect AMD's revenues to decline by about 20% over 2015, in contrast to our prior expectation for a 5% to 15% decline. We also expect 2015 EBITDA margins at about 7%, below our prior 10% expectation, and for weak to negative free cash flow, in contrast to our prior expectation for free cash flow in excess of $50 million. "Our stable outlook reflects our expectation that the company will maintain adequate liquidity over 2015, despite its operational challenges. "We could lower the rating were liquidity to weaken such that cash balances declined to less than $500 million or the company's business declines persist to the detriment of its liquidity." Given the company's operational challenges, S&P currently views an upgrade as unlikely. However, S&P could raise the rating were AMD to grow and diversify its EESC businesses, such that it achieved a more stable base to grow revenues and earnings, with less cash flow volatility and free cash flow to debt sustained in the low- to mid-single digits or higher. AEREO INC: Reaches $950K Deal With Broadcasters ----------------------------------------------- Sara Randazzo at the Daily Bankruptcy Review reports that a heated copyright battle between broadcasters and TV-streaming service Aereo Inc. that made its way to the U.S. Supreme Court has finally come to an end in bankruptcy court, clearing the way for the now-defunct company to finish repaying other creditors. Aereo Inc, which went out of business in June following a Supreme Court loss, has agreed to pay a group of major broadcasters $950,000, according to a filing in U.S. Bankruptcy Court in New York, the report notes. The deal puts to rest a long-running dispute over the legality of Aereo's business plan, which had allowed customers to stream and record TV programs over the Internet, without paying royalties to broadcasters, the report relates. About Aereo Inc. With headquarters in Boston, Massachusetts, Aereo, Inc., is a technology company that provided subscribers with the ability to watch live or "time-shifted" local over-the-air broadcast television on Internet-connected devices, such as personal computers, tablet devices, and "smartphones." Aero provided to each subscriber access, via the Internet, to individual remote or micro-antennas and a cloud-based DVR, which were maintained by the Debtor in facilities within the local market. Aereo, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-13200) in Manhattan, New York, on Nov. 20, 2014. The Chapter 11 filing came five months after the U.S. Supreme Court ruled the Debtor, with respect to live or contemporaneous transmissions, was essentially performing as a traditional cable system under the Copyright Act, and thus was violating broadcasters' copyrights because it wasn't paying broadcasters any fees. The Debtor has tapped William R. Baldiga, Esq., at Brown Rudnick LLP, in New York, as counsel. The Debtors has also engaged Argus Management Corp. to provide the services of Lawton W. Bloom as CRO and Peter Sullivan and Scott Dicus as assistant restructuring officers. Prime Clerk LLC is the claims and notice agent. The Debtor disclosed $22.2 million in assets and $2.78 million in liabilities as of the Chapter 11 filing. The U.S. Trustee for Region 2 appointed three creditors to serve on the official committee of unsecured creditors. Stinson Leonard Street LLP serves as the Committee's counsel. ALLIED NEVADA: Hires Akin Gump as Co-counsel -------------------------------------------- Allied Nevada Gold Corp., et al., seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Akin Gump Strauss Hauer & Feld LLP as co-counsel, nunc pro tunc to the March 10, 2015 petition date. The Debtors require Akin Gump to: (a) advise the Debtors with respect to their rights, powers and duties as debtors in possession in the continued operation of their business and the management of their properties; (b) advise the Debtors with respect to the conduct of these chapter 11 cases, including all of the legal and administrative requirements in chapter 11; (c) advise the Debtors and take all necessary or appropriate actions at the Debtors' direction with respect to protecting and preserving the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; (d) prepare filings in connection with these chapter 11 cases, Including motions, applications, answers, orders, reports and other papers necessary or otherwise beneficial to the administration of the Debtors' estates; (e) assist the Debtors in obtaining the Court's approval of the postpetition debtor in possession financing facility; (f) advise the Debtors in connection with any potential sale of assets; (g) appear before the Court and any other courts to represent the interests of the Debtors' estates before such courts; (h) advise the Debtors regarding tax matters; (i) attend meetings and represent the Debtors in negotiations with representatives of creditors and other parties in interest; (j) take any necessary or appropriate actions on behalf of the Debtors to obtain approval of the Debtors' disclosure statement and chapter 11 plan of reorganization and all documents related thereto; and (k) perform and advise the Debtors (as applicable) as to all other necessary legal services in connection with the chapter 11 cases, including, without limitation, (i) analyzing the Debtors' leases and contracts and assumptions and assignments or rejections thereof, (ii) analyzing the validity of liens against the Debtors and (iii) advising the Debtors on corporate and litigation matters. Akin Gump will be paid at these hourly rates: Ira S. Dizengoff, Partner $1,250 Philip C. Dublin, Partner $1,095 Daniel I. Fisher, Partner $975 Alexis Freeman, Senior, Counsel $825 Kristine G. Manoukian, Counsel $775 Matthew C. Fagen, Associate $565 Edward A. Mishan, Associate $495 Partners $700-$1,300 Counsel $545-$930 Associates $410-$775 Paraprofessionals $160—$375 Akin Gump will also be reimbursed for reasonable out-of-pocket expenses incurred. Ira S. Dizengoff, member of Akin Gump, 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. Akin Gump can be reached at: Ira S. Dizengoff, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, NY 10036 Tel: (212) 872-1000 Fax: (212) 872-1002 About Allied Nevada Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a publicly traded U.S.-based gold and silver producer engaged in mining, developing and exploring properties in the State of Nevada. ANV's common stock trades on the NYSE and the TSX. ANV was spun off from Vista Gold Corp. in 2006 and began operations in May 2007. Nevada-based mining properties acquired from Vista include the Hycroft Mine, an open-pit heap leach operation located 54 miles west of Winnemucca, Nevada. ANV controls 75 exploration properties throughout Nevada as of Dec. 31, 2014. On March 10, 2015, ANV and 13 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Debtors have requested that their cases be jointly administered under Case No. 15-10503. The cases are assigned to Judge Mary F. Walrath. The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer & Feld LLP as attorneys; FTI Consulting Inc. as financial advisor; Moelis & Company as financial advisor; and Prime Clerk LLC as claims and noticing agent. ANV disclosed $941 million in total assets and $664 million in total debt as of Dec. 31, 2014. ALLIED NEVADA: Hires Blank Rome as Co-counsel --------------------------------------------- Allied Nevada Gold Corp. and its debtor-affiliates ask for permission from the U.S. Bankruptcy Court for the District of Delaware to employ Blank Rome LLP as co-counsel, nunc pro tunc to the March 10, 2015 petition date. The Debtors require Blank Rome to: (a) advise the Debtors with respect to their rights, powers and duties as debtors and debtors-in-possession in the continued management and operation of their remaining business and properties; (b) attend meetings and negotiate with representatives of creditors and other parties-in-interest; (c) advise and consult the Debtors regarding the conduct of these cases, including all of the legal and administrative requirements of operating in Chapter 11; (d) advise the Debtors on matters relating to the evaluation of the assumption, rejection or assignment of unexpired leases and executory contracts; (e) take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on their behalf, the defense of any actions commenced against the estates, negotiations concerning all litigation in which the Debtors may be involved and objections to claims filed against the estates; (f) assist in preparing on behalf of the Debtors motions, applications, answers, orders, reports, and papers in connection with the administration of the Debtors' estates, coordinating service of the same and prosecuting the same; (g) assist in prosecuting a plan and accompanying disclosure statement and all related agreements and documents and taking any necessary action on behalf of the Debtors to obtain confirmation of such a plan; (h) appear before this Court, any appellate courts, and the Office of the United States Trustee, and protecting the interests of the Debtors' estates before such courts and the Office of the United States Trustee; and (i) perform all other necessary legal services and providing all other necessary legal advice to the Debtors in connection with these Chapter 11 cases to bring the Debtors' Chapter 11 Cases to a conclusion. Blank Rome will be paid at these hourly rates: Bonnie G. Fatell, Partner $825 Michael D. DeBaecke, Partner $655 Stanley B. Tarr, Partner $525 Victoria Guilfoyle, Associate $410 Alan Root, Associate $390 Tamara Moody, Paralegal $280 Partners $335-$1,020 Associates $195-$590 Clerks and Librarians $115-$405 Blank Rome will also be reimbursed for reasonable out-of-pocket expenses incurred. Blank Rome was first retained by the Debtors pursuant to the Engagement Letter. During the 90 days before the Petition Date, Blank Rome did not receive any payments from the Debtors in satisfaction of outstanding fees and expenses other than Blank Rome's receipt of a retainer in the amount of $75,000 for services rendered and expenses incurred on behalf of the Debtors in connection with the commencement of the Chapter 11 Cases. On March 9, 2015, prior to the Petition Date, Blank Rome applied $50,155.50 of the retainer amount to accrued prepetition fees and expenses. Blank Rome currently holds a retainer amount of $24,844.50. As required by the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. section 330 by Attorneys in Larger Chapter 11 Cases, effective November 1, 2013, Blank Rome has responded to the questions set forth in Section D of the UST Guidelines as follows: -- Blank Rome did not agree to a variation of its standard or customary billing arrangement for this engagement; -- None of the professionals included in this engagement have varied their rates based on the geographic location of these Chapter 11 Cases; and -- Blank Rome represented the Debtors prior to the Petition Date in connection with the filing of these Chapter 11 Cases. Blank Rome is billing the Debtors postpetition at the same effective rates it billed prepetition. Stanley B. Tarr, partner of Blank Rome, 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. Blank Rome can be reached at: Stanley B. Tarr, Esq. BLANK ROME LLP 1201 N. Market Street, Suite 800 Wilmington, DE 19801 Tel: (302) 425-6400 Fax: (302) 425-6464 About Allied Nevada Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a publicly traded U.S.-based gold and silver producer engaged in mining, developing and exploring properties in the State of Nevada. ANV's common stock trades on the NYSE and the TSX. ANV was spun off from Vista Gold Corp. in 2006 and began operations in May 2007. Nevada-based mining properties acquired from Vista include the Hycroft Mine, an open-pit heap leach operation located 54 miles west of Winnemucca, Nevada. ANV controls 75 exploration properties throughout Nevada as of Dec. 31, 2014. On March 10, 2015, ANV and 13 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Debtors have requested that their cases be jointly administered under Case No. 15-10503. The cases are assigned to Judge Mary F. Walrath. The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer & Feld LLP as attorneys; FTI Consulting Inc. as financial advisor; Moelis & Company as financial advisor; and Prime Clerk LLC as claims and noticing agent. ANV disclosed $941 million in total assets and $664 million in total debt as of Dec. 31, 2014. ALLIED NEVADA: Hires Moelis & Company as Financial Advisor ---------------------------------------------------------- Allied Nevada Gold Corp., et al., seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Moelis & Company LLC as financial advisor for the Debtors, nunc pro tunc to the March 10, 2015 petition date. The Debtors require Moelis & Company to: (a) assist the Debtors in reviewing and analyzing the Debtors' results of operations, financial condition and business plan; (b) assist the Debtors in reviewing and analyzing a potential Restructuring or Capital Transaction (or any combination thereof); (c) provide advice and testimony related to a potential In- Court Restructuring, including, without limitation, any Capital Transaction or Sale Transaction contemplated thereby; (d) assist the Debtors in negotiating a Restructuring or Capital Transaction (or any combination thereof); (e) advise the Debtors on the terms of any debt, equity interests, equity-linked interests, hybrid capital, royalty, streaming or production-based financing transactions, options, warrants or other rights to acquire equity interests or other securities it offers in any potential Capital Transaction; (f) advise the Debtors on their preparation of information materials for a potential Capital Transaction (such materials prepared by the Debtors, the "Information Memo"); (g) assist the Debtors in contacting potential lenders, investors or purchasers (the "Purchasers") in a Restructuring or Capital Transaction (or any combination thereof), and meeting with and providing, on behalf of the Debtors, such prospective Purchasers with the Information Memo and such additional information about the Debtors' assets, properties or business as may be appropriate and acceptable to the Debtors, subject to customary business confidentiality agreements; (h) assist in the management of a due diligence process with respect to a potential Restructuring or Capital Transaction (or any combination thereof), including assisting in responding to applicable due diligence questions and requests; (i) assist and advise the Debtors in the marketing and execution of a Sale Transaction and, if necessary, providing testimony in these chapter 11 cases regarding the Sale Transaction; and (j) provide such other financial advisory and investment banking services in connection with a Restructuring or Capital Transaction (or any combination thereof) as Moelis and the Debtors may mutually agree upon. As set forth more fully in the Engagement Letter, and subject thereto, Moelis & Company will be compensated as follows (the "Fee Structure"): -- Monthly Fee: during the term of the agreement set forth in the Engagement Letter, a non-refundable cash fee of $150,000 per month (the "Monthly Fee"), payable in advance of each month. Whether or not a Restructuring or Capital Transaction occurs, Moelis shall earn and be paid the Monthly Fee every month during the term of the agreement. 50% of Monthly Fees in excess of $900,000 shall be credited (the "Monthly Fee Credit"), to the extent previously paid, against any In-Court Restructuring Fee, Out-of-Court Restructuring Fee and Capital Transaction Fee to be paid pursuant to the terms of the Engagement Letter, provided, that no such In-Court Restructuring Fee, Out-of-Court Restructuring Fee or Capital Transaction Fee shall be reduced below zero. -- Restructuring Fee: at the closing of an In-Court Restructuring (i.e., on emergence), a fee (the "In-Court Restructuring Fee") equal to $3,000,000; -- Capital Transaction Fee: a non-refundable cash fee (the "Capital Transaction Fee"), equal to the sum of: (i) 1.5% of the aggregate gross amount or face value of debt obligations and other debt interests (including any convertible debt) Raised in the Capital Transaction, plus (ii) 3.75% of the aggregate gross amount or face value of new capital Raised in the Capital Transaction as equity, equity-linked interests, royalty financing, streaming financing, production-based financing, options, warrants or other rights to acquire equity interests; provided, that the 1.5% and 3.75% described in the foregoing clauses (i) and (ii), respectively, shall be reduced by 1/3rd for the calculation of the Capital Transaction Fee with respect to the aggregate gross amount or face value of debt obligations, other debt interests, or new capital (whether as equity, equitylinked interests, royalty financing, streaming financing, production-based financing, options, warrants, other rights to acquire equity interests or otherwise) provided by or raised from any equity holders, lenders, debt holders, other security holders, or creditors of the Debtors or any subsidiary of the Debtors or any of their respective affiliates, subsidiaries, or affiliated funds (whether such entity or person is currently or at the time Raised is a holder or any of their respective affiliates, subsidiaries, or affiliated funds). Subject to the Fee Cap (as defined below) and the Monthly Fee Credit, the Debtors will pay a separate Capital Transaction Fee in respect of each Capital Transaction in the event that more than one Capital Transaction occurs. -- Sale Transaction Fee: a non-refundable cash fee equal to $200,000 payable upon the closing of a Sale Transaction. Notwithstanding anything to the contrary contained in the Engagement Letter, in no event shall the total fees due pursuant to the Engagement Letter (excluding the Sale Transaction Fee), exceed $4,500,000 (such amount, the "Fee Cap"). Prior to the Petition Date, according to the Debtors' books and records, the Debtors paid Moelis $450,000 for fees and $46,522.46 for reimbursement of expenses during the 90-day period before the Petition Date. As of the Petition Date, the Debtors do not owe Moelis & Company any fees for services performed or expenses incurred under the Engagement Letter in excess of $20,000 (the "Retainer"), which Moelis & Company is holding on account for expenses incurred in connection with the Engagement Letter. Barak Klein, managing director of Moelis & Company, 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. Moelis & Company can be reached at: Barak Klein MOELIS & COMPANY LLC 399 Park Avenue, 5th Floor New York, NY 10069 Tel: (212) 883-3800 Fax: (212) 880-4260 About Allied Nevada Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a publicly traded U.S.-based gold and silver producer engaged in mining, developing and exploring properties in the State of Nevada. ANV's common stock trades on the NYSE and the TSX. ANV was spun off from Vista Gold Corp. in 2006 and began operations in May 2007. Nevada-based mining properties acquired from Vista include the Hycroft Mine, an open-pit heap leach operation located 54 miles west of Winnemucca, Nevada. ANV controls 75 exploration properties throughout Nevada as of Dec. 31, 2014. On March 10, 2015, ANV and 13 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Debtors have requested that their cases be jointly administered under Case No. 15-10503. The cases are assigned to Judge Mary F. Walrath. The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer & Feld LLP as attorneys; FTI Consulting Inc. as financial advisor; Moelis & Company as financial advisor; and Prime Clerk LLC as claims and noticing agent. ANV disclosed $941 million in total assets and $664 million in total debt as of Dec. 31, 2014. ALLIED NEVADA: Proposes Clover-Led Auction for Assets ----------------------------------------------------- Allied Nevada Gold Corp., et al., filed a motion to launch a sale process for their exploration properties and related assets. The Debtor has entered into a stalking horse agreement with Clover Nevada LLC. Absent higher and better offers for the assets, Clover Nevada has agreed to purchase the assets on these terms: 1. On the Closing Date, the stalking horse bidder will pay to the Debtors aggregate consideration equal to the sum of a) $17.5 million in cash; and b) the amount, not to exceed $65,000, that the Debtors have posted in respect of any seller security that is transferred to the buyer; 2. The stalking horse bidder will deliver a cash deposit of $1,750,000 to the escrow agent upon execution of the deposit escrow agreement and within two business days after the date of entry into the stalking horse purchase agreement. 3. In the event that (A) the stalking horse purchase agreement is terminated or their obligations in connection with the exercise by the Debtors of their fiduciary obligations, the Debtors will pay to the buyer a cash break-up fee equal to $350,000 and the expense reimbursement, not to exceed $100,000, in cash. 4. No party will be permitted or entitled to credit bid any obligation or alleged obligation of the Debtors or any affiliate of subsidiary of the Debtors. The Debtors will entertain other offers for the assets pursuant to the bidding procedures: a) Due Diligence. The Debtors will provide any potential bidder that the Debtors determine has a bona fide interest in the acquired assets, with (y) an electronic copy of the stalking horse purchase agreement and (z) access to a confidential electronic data room. The Debtors will afford all such potential bidders any additional information as may reasonably be requested and as is determined to be appropriate under the circumstances. b) Interested parties must submit initial bids by June 12, at 5:00 p.m. c) If the Debtors timely receive one or more qualified bids in addition to the stalking horse purchase agreement, the Debtors will conduct the auction, beginning at 10 a.m. on June 16, at the offices of Akin Gump Strauss Hauer & Feld LLP located at One Bryant Park, New York, New York 10036 or such other location as will be timely communicated to all entities entitled to attend the auction. d) Objections to the sale are due June 11. e) The Court will convene a sale hearing on June 18, 2015 at 10:30 a.m. A copy of the Sale Motion, as well as the Stalking Horse APA, is available for free at: http://bankrupt.com/misc/AlliedNevada_133_motion_sellproperty.pdf About Allied Nevada Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a publicly traded U.S.-based gold and silver producer engaged in mining, developing and exploring properties in the State of Nevada. ANV's common stock trades on the NYSE and the TSX. ANV was spun off from Vista Gold Corp. in 2006 and began operations in May 2007. Nevada-based mining properties acquired from Vista include the Hycroft Mine, an open-pit heap leach operation located 54 miles west of Winnemucca, Nevada. ANV controls 75 exploration properties throughout Nevada as of Dec. 31, 2014. On March 10, 2015, ANV and 13 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Debtors have requested that their cases be jointly administered under Case No. 15-10503. The cases are assigned to Judge Mary F. Walrath. The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer & Feld LLP as attorneys; FTI Consulting Inc. as financial advisor; Moelis & Company as financial advisor; and Prime Clerk LLC as claims and noticing agent. ANV disclosed $941 million in total assets and $664 million in total debt as of Dec. 31, 2014. The U.S. trustee appointed three creditors of the company to serve on the official committee of unsecured creditors. ALLIED NEVADA: Taps Prime Clerk as Administrative Advisor --------------------------------------------------------- Allied Nevada Gold Corp. and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Prime Clerk LLC as administrative advisor, nunc pro tunc to the March 10, 2015 petition date. Pursuant to the Engagement Agreement, the Debtors seek to retain Prime Clerk to provide, among other things, the following bankruptcy administration services, if and to the extent requested: (a) assist with, among other things, solicitation, balloting and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices and institutional holders; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) provide a confidential data room, if requested; (e) manage and coordinate any distributions pursuant to a chapter 11 plan; and (f) provide such other processing, solicitation, balloting and Other administrative services described in the Engagement Agreement, but not included in the Section 156(c) Application (as defined below), as may be requested from time to time by the Debtors, the Court or the Office of the Clerk of the Bankruptcy Court (the "Clerk"). Prime Clerk will be paid at these hourly rates: Analyst $40-$55 Technology Consultant $90-$110 Consultant $110-$145 Senior Consultant $160-$180 Director $185-$205 Solicitation Consultant $200 Director of Solicitation $225 Prime Clerk will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael J. Frishberg, co-president and chief operating officer of Prime Clerk, 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. Prime Clerk can be reached at: Shai Waisman PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Tel: (212) 257-5450 E-mail: swaisman@primeclerk.com About Allied Nevada Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a publicly traded U.S.-based gold and silver producer engaged in mining, developing and exploring properties in the State of Nevada. ANV's common stock trades on the NYSE and the TSX. ANV was spun off from Vista Gold Corp. in 2006 and began operations in May 2007. Nevada-based mining properties acquired from Vista include the Hycroft Mine, an open-pit heap leach operation located 54 miles west of Winnemucca, Nevada. ANV controls 75 exploration properties throughout Nevada as of Dec. 31, 2014. On March 10, 2015, ANV and 13 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Debtors have requested that their cases be jointly administered under Case No. 15-10503. The cases are assigned to Judge Mary F. Walrath. The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer & Feld LLP as attorneys; FTI Consulting Inc. as financial advisor; Moelis & Company as financial advisor; and Prime Clerk LLC as claims and noticing agent. ANV disclosed $941 million in total assets and $664 million in total debt as of Dec. 31, 2014. AMERIGO INC: Case Summary & 14 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Amerigo, Inc. 735 S 1st Ave. Pocatello, ID 83205 Case No.: 15-40350 Chapter 11 Petition Date: April 20, 2015 Court: United States Bankruptcy Court District of Idaho (Pocatello) Judge: Hon. Jim D Pappas Debtor's Counsel: Monte C Gray, Esq. GRAY LAW OFFICES, PLLC PO Box 37 Pocatello, ID 83204 Tel: (208) 478-1250 Email: montegray@cableone.net Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Cheri L. Hall, president. A list of the Debtor's 14 largest unsecured creditors is available for free at http://bankrupt.com/misc/idb15-40350.pdf AMR CORP: Bid For $310M Stockholders Payout Denied -------------------------------------------------- Law360 reported that U.S. Bankruptcy Judge Sean H. Lane on April 15 denied a bid by American Airlines Inc.'s former parent AMR Corp. to pay prebankruptcy stockholders $310 million from Chapter 11 reserves, finding AMR could not guarantee remaining reserves would cover claims -- including those brought by unions -- that still are in litigation. Judge Lane said the day could come soon when such a distribution would be warranted but cited an abundance of caution in declining to release $237 million from a reservoir of money, the report related. About American Airlines AMR Corp. and its subsidiaries including American Airlines filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost- cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so- called U.S. legacy airlines to seek court protection from creditors. It was the third largest airline in the United States at the time of the bankruptcy filing. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan to exit bankruptcy through a merger with US Airways. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. Judge Sean Lane confirmed the Plan despite the lawsuit filed by the U.S. Department of Justice and several states' attorney general complaining that the merger violates antitrust laws. In November 2013, AMR and the U.S. Justice Department a settlement of the anti-trust suit. The settlements require the airlines to shed 104 slots at Reagan National Airport in Washington and 34 at LaGuardia Airport in New York. AMR stepped out of Chapter 11 protection after its $17 billion merger with US Airways was formally completed on Dec. 9, 2013. * * * The Troubled Company Reporter, on Sep. 2, 2014, reported that Standard & Poor's Ratings Services revised its rating outlooks on American Airlines Group Inc. (AAG) and its subsidiaries American Airlines Inc. and US Airways Inc. to positive from stable. At the same time, S&P affirmed its ratings on the companies, including the 'B' corporate credit ratings. The TCR, on April 13, 2015, reported that Standard & Poor's Ratings Services assigned its 'BB' issue-level rating and '1' recovery rating to American Airlines Inc.'s (American; B+/Positive/--) $750 million amended term loan B due Oct. 10, 2021. The term loan is guaranteed by the company's parent, American Airlines Group Inc., and its affiliates, US Airways Group Inc. and US Airways Inc. S&P's '1' recovery rating indicates its expectation of a "very high" (90%-100%) recovery in a default scenario. The TCR also reported on April 10, 2015, that following the announcement by American Airlines, Inc. that it would re-price and alter the collateral package for its $1.15 billion senior secured credit facility, Fitch's ratings on the facility remain unchanged at 'BB+/RR1'. APPLEGATE FARMS: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Applegate Farms, LLC RRI Box 112 Novelty, MO 63460 Case No.: 15-20091 Chapter 11 Petition Date: April 20, 2015 Court: United States Bankruptcy Court Eastern District of Missouri (Hannibal) Judge: Hon. Charles E. Rendlen III Debtor's Counsel: Spencer P. Desai, Esq. DESAI EGGMANN MASON LLC Pierre Laclede Center 7733 Forsyth Boulevard, Suite 800 St. Louis, MO 63105 Tel: (314) 881-0800 Fax: (314) 881-0820 Email: sdesai@demlawllc.com - and - Thomas H. Riske, Esq. DESAI EGGMAN MASON LLC 7733 Forsyth Blvd., Suite 800 Clayton, MO 63105 Tel: 314-881-0800 Fax: 314-881-0820 Email: triske@demlawllc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Bryson William Applegate, managing member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. AURORA DIAGNOSTICS: S&P Puts 'CCC+' CCR on CreditWatch Negative --------------------------------------------------------------- Standard & Poor's Ratings Services placed all of its ratings, including its 'CCC+' corporate credit rating, on Palm Beach Gardens, Fla-based anatomic pathology services provider Aurora Diagnostics Holdings LLC on CreditWatch with negative implications. S&P said, "At the same time, we assigned our CCC+ issue-level rating and 3 recovery rating to Aurora's new $40 million delayed-draw term loan, reflecting our expectations for meaningful (at the high end of the 50% to 70% range) recovery in the event of payment default. We placed the issue-level rating on CreditWatch with negative implications. "We lowered our rating on Aurora's existing senior secured debt (which is pari passu to this debt) to CCC+ from B- and revised our recovery rating on this debt to 3 from 2, reflecting our expectation for higher secured debt at the time of default. The 3 recovery rating indicates our expectation of meaningful (at the high end of the 50% to 70% range) recovery in the event of a payment default. Our CCC- issue-level rating and 6 recovery rating on Aurora’s unsecured notes are not affected by this announcement." "The CreditWatch placement follows news that Aurora will not file its form 10-K on a timely basis, as well as its announcement that it is placing new debt to fund its acquisition program," said Standard & Poor's credit analyst Shannan Murphy. In the absence of current financial statements, S&P is now less confident that Aurora will continue to achieve its base-case operating projections over the next year, which call for only modest operating cash flow deficits and ongoing compliance with the company's financial covenants. S&P continues to expect that leverage will remain above 8x for the next two years and that cash flow will be thin to negative due to the company's very heavy interest burden. S&P said, "We intend to resolve our CreditWatch listing when Aurora files its annual financials. At that time, our review will focus on Aurora's operating prospects, including its prospects for complying with its financial covenants over the next 12 months. If we believe that Aurora is likely to breach its financial covenants over the next year, possibly leading to an event of default, we could consider a downgrade. If we believe that Aurora is likely to remain in compliance with its covenants, avoid large cash deficits, and maintain access to its revolving credit facility, we would likely affirm the ratings and assign a stable outlook." AUXILIUM PHARMACEUTICALS: S&P Ups to B+ Then Withdraws CCR ---------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Auxilium Pharmaceuticals Inc. to 'B+' from 'CCC+'. The outlook is stable. S&P subsequently withdrew the rating following the company's acquisition by 'B+' rated Endo International plc. S&P withdrew all issue-level ratings following redemption. BAPTIST HOME OF PHILADELPHIA: Court Confirms Reorganization Plan ---------------------------------------------------------------- U.S. Bankruptcy Judge Eric L. Frank entered an order confirming the Third Amended Chapter 11 Plan of Reorganization of The Baptist Home of Philadelphia. A hearing to consider confirmation of the Plan was held on April 8. At the hearing, the Debtor and the Official Committee of Unsecured Creditors consented to certain non-material modifications in the Plan after colloquy with the court. Section 12.3 of the Plan is deleted from the confirmed Plan, according to the Court's order. John T. Carroll III, Esq., of Cozen O'Conner certified that the lone creditor in Class 4, the holder of Beneficial Mutual Savings Bank's unsecured claim of $1.33 million, voted to accept the Plan. All 32 unsecured creditors holding $2.06 million in claims in Class 5 voted in favor of the Plan. The deadline to file professional fee claims and administrative expense claims is 30 days after entry of the April 8 confirmation order. The Chapter 11 Plan According to the Disclosure Statement dated Feb. 24, 2015, the Plan provides for the continued existence of the Debtor following confirmation of the Plan so that it may continue to act and use its assets remaining after distributions to holders of allowed claims have been made, in furtherance of its charitable mission. On Dec. 1, 2014, the Debtor closed the Court-approved sale of substantially all of its assets related to its operation of the Deer Meadows Retirement Community pursuant to that certain asset purchase agreement dated July 25, 2014 (as amended and supplemented) to Deer Meadows Property, L.P. The Reorganized Debtor, in consultation with the Committee, will, among other responsibilities, administer and resolve all Claims filed against the Debtor's estate and make all distributions under the Plan. The funds utilized to make cash payments under the Plan have been or will be generated from, among other things, the assets, the net sale proceeds, the Debtor's operations prior to closing. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/BaptistHome_3rdDS.pdf About The Baptist Home of Philadelphia The Baptist Home of Philadelphia and The Baptist Home Foundation sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305 and 14-13306) in Philadelphia on April 25, 2014. Baptist Home of Philadelphia is a Pennsylvania nonprofit corporation that owns and operates a continuing care retirement community known as "Deer Meadows Retirement Community", which is located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania. Home offers 126 living accommodations, which vary in size, for independent living and personal care. It presently also has 206 skilled nursing beds in the nursing and rehabilitation center that offers short and long term care. It has 369 employees. Baptist Home of Philadelphia disclosed $37.3 million in assets and $34.6 million in liabilities as of the Chapter 11 filing. The Debtors have tapped Cozen O'Connor as counsel and KPMG Corporate Finance LLC as financial advisor and investment banker. The U.S. Trustee appointed Wilmarie Gonzalez as patient care ombudsman. U.S. Bank National Association, the trustee with regard to the secured bond indebtedness, hired Reed Smith LLP as counsel and CohnReznick LLP as financial advisor. Pepper Hamilton LLP represents the Official Committee of Unsecured Creditors. CACHE INC: Wins Reprieve From Bid to Convert Case to Ch. 7 ---------------------------------------------------------- Law360 reported that Cache Inc. got a temporary reprieve on April 15 from unsecured creditors' bid to convert its case to a Chapter 7 proceeding when a Delaware bankruptcy judge tabled the matter until next month, a move that will keep employees working and see the going-out-of-business sales to completion. During a hearing in Wilmington, U.S. Bankruptcy Judge Mary F. Walrath said that if she converted the case now, it would only lead to negative consequences for the estate and creditors, according to Law360. About CACHE, Inc. Cache, Inc., operates 236 women's apparel specialty stores under the trade name "Cache." On Dec. 4, 2014, New York-based Cache announced that it has received an inquiry from a third party regarding a potential sale of the Company. Cache, Inc., and its two affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 15-10172) on Feb. 4, 2015. The case is assigned to Judge Mary F. Walrath. The Debtors are represented by Laura Davis Jones, Esq., Peter J. Keane, Esq., and Colin R. Robinson, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. The Debtors' restructuring advisors is FTI Consulting Inc., while their investment banker and financial advisor is Janney Montgomery Scott LLC. Thompson Hine represents the Debtors in corporate and securities matter, while Jackson Lewis P.C. represents the Debtors in employment matters. The Debtors' communications services provider is Epiq Systems, Inc., while their noticing and claims management services provider is Kurtzman Carson Consultants. A&G Realty Partners, LLC, serves as the Debtors' real estate consultants. The Debtors had total assets of $53.7 million and total liabilities of $51.1 million as of Sept. 27, 2014. In its schedules, the Debtor disclosed $38,793,006 in assets and $84,113,066 in liabilities. The U.S. Trustee for Region 3 has appointed seven members to the Official Committee of Unsecured Creditors in the Debtors' case. CAL DIVE: Files Revised Proposed Final Order for DIP Financing -------------------------------------------------------------- Cal Dive International, Inc., et al., have filed with the U.S. Bankruptcy Court for the District of Delaware a revised proposed final order authorizing the Debtors to, among other things, obtain post-petition financing and use cash collateral. A copy of the revised order is available for free at: http://is.gd/FL54t4 The Debtors and the Official Committee of Unsecured Creditors engaged in discussions and have agreed upon the revised form of order, which has been circulated to and is acceptable to the Committee, the Office of the U.S. Trustee, the DIP Agent and counsel for ABC Funding, LLC. The Debtors filed on March 3, 2015, a motion asking the Court to authorize the Debtors to, among other things, obtain postpetition financing and utilize cash collateral of pre-petition secured parties. On March 9, 2015, the Court entered an order granting the relief requested in the motion on an interim basis. On March 27, 2015, the Committee filed an objection to the Debtors' Motion. As reported by the Troubled Company Reporter on April 14, 2015, Sherri Toub, a bankruptcy columnist for Bloomberg News, reported that the Committee objected to the request for approval of a $120 million bankruptcy loan, saying the financing imposes "unduly and unjustifiably compressed milestones" for the sale of the business, designed to ensure the bankruptcy lenders recover their investment at the expense of other stakeholders. According to the report, the Committee is advocating for an extension of sale deadlines. Claimants Jacob O'Neil and Adam Tuma filed on April 8, 2015, a limited objection to the Debtors' Motion. The Claimants sustained severe personal injuries caused while providing certain labor and services to the Debtors for and in connection with the operation of one or more of the Debtors' vessels. The Claimants didn't consent to being primed and have not received adequate protection, and sought clarification in the final DIP order that the DIP liens are junior to the claims held by the Claimants. On April 13, 2015, the Debtors responded to the Committee's objection, saying that the DIP lenders made a number of reasonable accommodations. Among other things, the DIP Lenders have indicated an agreement to revise the sale milestones. The Debtors said that the milestone changes are significant and blunt whatever force the Committee's objection may have had, as the sale schedule became exactly what the Committee's financial advisor endorsed in his deposition testimony. ABC Funding, LLC, as administrative agent under the amended and restated credit agreement, dated as of May 9, 2014, and Bank of America, N.A., as agent for the lenders under the DIP Facility Agreement, also responded to the Committee's objection in favor of the Debtors. ABC Funding asked that the Court overrule the Objection, while Bank of America asked that the Court grant the DIP Motion on a final basis. On April 14, 2015 the Debtors filed the notice of filing proposed final order on the Debtors' Motion, and the Court held on April 15, 2015, a hearing to consider the relief requested in the Motion on a final basis. The Court granted the relief requested in the Motion, and the Debtors and the Committee indicated that they would submit a revised form of order reflecting the resolution set forth on the record at the hearing. On April 2, 2015, the Court entered an order authorizing the Debtors to file under seal certain schedules to the DIP facility agreement, as they are deemed to contain commercially sensitive information. About Cal Dive International Cal Dive International, Inc., headquartered in Houston, Texas, is a marine contractor that provides manned diving, pipelay and pipe burial, platform installation and salvage, and light well intervention services to the offshore oil and natural gas industry on the Gulf of Mexico OCS, Northeastern U.S., Latin America, Southeast Asia, China, Australia, West Africa, the Middle East, and Europe, with a diversified fleet of dive support vessels and construction barges. Cal Dive had decided not to pay $2.2 million in interest due Jan. 15, 2015, on its 5.00% convertible senior notes due 2017. Cal Dive and its U.S. subsidiaries filed simultaneous voluntary petitions (Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015. Through the Chapter 11 process, the Company intends to sell non-core assets and intends to reorganize or sell as a going concern its core subsea contracting business. Cal Dive disclosed total assets of $571 million and total debt of $411 million as of Sept. 30, 2015. The Debtors tapped Richards, Layton & Finger, P.A., as counsel, O'Melveny & Myers LLP, as co-counsel; and Kurtzman Carson Consultants, LLC, as claims and noticing agent. The Debtors also tapped Carl Marks Advisory Group LLC as crisis managers and appoint F. Duffield Meyercord as chief restructuring officer. Through the Chapter 11 process, the Company will sell non-core assets and intends to reorganize or sell as a going concern its core subsea contracting business. The U.S. Trustee for Region 3 formed a five-member committee of unsecured creditors. CAL DIVE: Wins Judge Nod for $120 Million DIP Loan -------------------------------------------------- Law360 reported that U.S. Bankruptcy Judge Christopher S. Sontchi on April 15 gave Cal Dive International Inc. the green light for a $120 million debtor-in-possession loan, a facility that provides the offshore oil services company with extra time to market its assets. According to the report, Judge Sontchi blessed Cal Dive's $120 million DIP at a hearing in Wilmington, the start of which was pushed back more than four hours while parties worked to finalize the terms. About Cal Dive International Cal Dive International, Inc., headquartered in Houston, Texas, is a marine contractor that provides manned diving, pipelay and pipe burial, platform installation and salvage, and light well intervention services to the offshore oil and natural gas industry on the Gulf of Mexico OCS, Northeastern U.S., Latin America, Southeast Asia, China, Australia, West Africa, the Middle East, and Europe, with a diversified fleet of dive support vessels and construction barges. Cal Dive had decided not to pay $2.2 million in interest due Jan. 15, 2015, on its 5.00% convertible senior notes due 2017. Cal Dive and its U.S. subsidiaries filed simultaneous voluntary petitions (Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015. Through the Chapter 11 process, the Company intends to sell non-core assets and intends to reorganize or sell as a going concern its core subsea contracting business. Cal Dive disclosed total assets of $571 million and total debt of $411 million as of Sept. 30, 2015. The Debtors tapped Richards, Layton & Finger, P.A., as counsel, O'Melveny & Myers LLP, as co-counsel; and Kurtzman Carson Consultants, LLC, as claims and noticing agent. The Debtors also tapped Carl Marks Advisory Group LLC as crisis managers and appoint F. Duffield Meyercord as chief restructuring officer. Through the Chapter 11 process, the Company will sell non-core assets and intends to reorganize or sell as a going concern its core subsea contracting business. The U.S. Trustee for Region 3 formed a five-member committee of unsecured creditors. CANDAX ENERGY: Has 120 Days to Comply with TSX Listing Rules ------------------------------------------------------------ Candax Energy Inc., an international oil company that is currently focused on mature oil field development in Tunisia, on April 17 disclosed that Maretap has completed the full repair of the Zarzis Terminal Tank initiated in October 2014 plans on conducting a delisting review on the Company. Maretap is a 50/50 joint venture between ETAP (the Tunisian national oil company) and Ecumed (100% owned by Candax). Maretap operates the Ezzaouia Field and the Zarzis Terminal from where all Candax production is exported. Maretap is now progressing with the maintenance campaign on its beam-pump activated wells on the Ezzaouia field with a pulling unit. EZZ-18 and EZZ-9 wells production has restarted and the pulling unit is currently mobilized on EZZ-1 for one week. The Ezzaouia and Candax net production rate before royalties will revert to 240 and 520 bopd respectively compared to 157 and 447 bopd for the first quarter of the year. Benoit Debray, Candax CEO declared: "I want to personally thank our field people for their dedication to optimize the production from our field during this difficult period for the entire industry. These efforts are key for moving the company forward through this downturn." The Company has received a letter advising it that the TSX is reviewing the eligibility for continued listing on the TSX of the securities of the Company. The TSX initiated its delisting review because the price and market value of the publicly-held common shares of the Company have fallen below levels required under the TSX Company Manual and the financial condition and operating results of the Company no longer satisfy the listing requirements of the TSX Company Manual. Under the TSX's remedial review process, the Company has been granted 120 days to comply with all requirements for continued listing. The Company will study all available options during the 120 days period. In addition to working with the TSX during this period, management will evaluate strategic and financial alternatives to correct the deficiencies noted. There can be no assurance that the Company will be able to achieve compliance with the TSX's listing requirements within the required time frame or will secure a strategic alternative. About Candax Candax (TSX:CAX) is an international energy company with offices in Toronto and Tunis. The Candax group is engaged in the exploration and production of oil and gas in Tunisia, and holds a royalty interest in an exploration permit in Madagascar. CASA EN DENVER: Proposes to Pay $16.5K to Critical Vendor --------------------------------------------------------- Casa Media Partners, LLC seeks approval from the bankruptcy court to pay a pre-petition claim of $16,498 to Nielsen Audio, Inc., in exchange for a continued supply of comprehensive audio metrics which it has supplied the Debtor in the past and in the ordinary course of business. The Debtor says Nielsen provides it with essential services that it will not be able to obtain from any other vendor. Given the poor economic business environment over the past several years and the bankruptcy filing, the Debtor maintains it would likely be impossible for it to obtain credit terms with new vendors. To ensure that the Debtor's business operations will be minimally impacted during the Chapter 11 case, the Debtor seeks to condition those payments upon an agreement by the Critical Vendor to provide reasonable and customary price, service, quality, and payment terms to the Debtor on a postpetition basis. The Debtor acknowledges that it owes Nielsen approximately $65,995. Casa Media Partners, LLC, and Casa en Denver, Inc. commenced Chapter 11 bankruptcy cases (Bankr. S.D. Fla. Case Nos. 15-16741 and 15-16746) in Miami, Florida on April 15, 2015. The petition was signed by Juan Salvador Gonzalez, the chief financial officer. Judge Hon. Robert A Mark presides over the cases. The Debtors are represented by Kristopher Aungst, Esq., at Tripp Scott, P.A., as their counsel. According to the docket, the deadline to file claims for governmental units is on Oct. 13, 2015. CASA EN DENVER: Wants to Employ Tripp Scott as Counsel ------------------------------------------------------ Casa Media Partners, LLC, and Casa en Denver, Inc., seek approval from the bankruptcy court to employ Tripp Scott, P.A., as their general bankruptcy counsel, nunc pro tunc to the Petition Date. Tripp Scott is expected to: (a) advise the Debtors with respect to their powers and duties as debtor and debtor-in-possession and the continued management and operation of their business; (b) advise the Debtors in connection with post-petition financing, provide advice and counsel with respect to pre- petition financing arrangements, and provide advice to the Debtors in connection with emergency financing and capital structure, and negotiate and draft documents; (c) advise the Debtors on matters relating to the evaluation of unexpired leases and executory contracts to be assumed, rejected or assigned; (d) advise the Debtors with respect to legal issues arising in or relating to their ordinary course of business including, as may or may not arise: meetings of the Debtors' Board of Directors, senior management, or other professionals to be retained by separate application and order of the Court, and provide advice and counsel on matters involving employees, employee benefits, tax, insurance, corporate, business operation, contracts, real property, media, press releases, and public affairs; (e) take all necessary action to protect and preserve the Debtors' estate, including the prosecution of actions on its behalf, the defense of any actions commenced against the estate, negotiations concerning all litigation in which the Debtors may be involved and objections to claims filed against the estate; (f) prepare all motions, pleadings, orders, applications, responses, adversary proceedings, and other legal documents necessary in the administration of the cases; (g) negotiate on the Debtors' behalf and prepare a plan of reorganization, disclosure statement and all related agreements or documents, and take any necessary action on behalf of the Debtors to obtain confirmation of such plan; (h) attend meetings and negotiate with representatives of creditors and other parties-in-interest and advise and consult on the conduct of the case, including all of the legal and administrative requirements of operating in Chapter 11; (i) attend meetings with third parties and participate in negotiations; (j) appear before the Court, any appellate courts, and the United States Trustee, and protect the interests of the Debtors' estate before those courts and the United States Trustee; (k) provide advice to the Debtors with respect to their responsibilities in complying with the United States Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; and (l) perform all other necessary legal services and provide all other necessary legal advice to the Debtors in connection with their Chapter 11 cases. Tripp Scott has advised the Debtors that the hourly rates applicable to the principal attorneys and paralegals proposed to represent them are: (a) Kristopher Aungst, Esq. $400 per hour (b) Michael Foster, Esq. $350 per hour (c) Stefan Williamson, Esq. $235 per hour (d) Ju Li Roberson (paralegal) $125 per hour (e) Jacqulyn Leadbetter $100 per hour Other attorneys, law clerks, paralegals, and paralegal clerks may render services to the Debtors as needed. Tripp Scott's hourly rates are generally in the following ranges: Title Rate Per Hour ----------- ------------- Directors $350-$575 Associates $235-$325 Paralegals $100-$185 The firm also seeks reimbursement of the actual and necessary expenses that it incurs. Prior to the filing of this case, Casa Media paid Tripp Scott $95,750 to analyze and prepare, if appropriate, the necessary pleadings and schedules for Casa en Denver, wholly-owned subsidiary of CMP, and CMP's respective bankruptcy cases. Kristopher E. Aungst assured the Court that Tripp Scot does not hold or represent any interest adverse to the Debtors or the Chapter 11 estates, or any other party in interest that would constitute a conflict of interest or otherwise impair the disinterestedness of Tripp Scott; and (b) is a "disinterested person" as that term is defined in Bankruptcy Code Section 101(14). Casa Media Partners, LLC, and Casa en Denver, Inc., commenced Chapter 11 bankruptcy cases (Bankr. S.D. Fla. Case Nos. 15-16741 and 15-16746) in Miami, Florida on April 15, 2015. The petition was signed by Juan Salvador Gonzalez, the CFO. Judge Hon. Robert A Mark presides over the cases. According to the docket, the deadline to file claims for governmental units is on Oct. 13, 2015. CASA EN DENVER: Wants to Use Bank of Commerce Cash Collateral ------------------------------------------------------------- Casa Media Partners, LLC, and Casa en Denver, Inc. seek authority from the Bankruptcy Court to use cash collateral in which Bank of Commerce asserts a security interest. The Debtors assert that without access to cash collateral, their estates would not have the necessary funds to satisfy their obligations. Casa Media allegedly owes Bank of Commerce $4,229,320 while Casa en Denver allegedly owes the Bank approximately $7,773,489. Regardless of the Bank's status as an over-secured creditor, the Debtors seek to provide adequate protection for the use of Cash Collateral to the extent Bank of Commerce has a security interest. The Debtor proposes to grant the Bank replacement liens on post-petition property acquired through the use of cash collateral. Casa Media Partners, LLC, and Casa en Denver, Inc., commenced Chapter 11 bankruptcy cases (Bankr. S.D. Fla. Case Nos. 15-16741 and 15-16746) in Miami, Florida on April 15, 2015. The petition was signed by Juan Salvador Gonzalez, the CFO. Judge Hon. Robert A Mark presides over the cases. The Debtors are represented by Kristopher Aungst, Esq., at Tripp Scott, P.A. According to the docket, the deadline to file claims for governmental units is on Oct. 13, 2015. CHRIST HOSPITAL: Medicare Overpays as Hospital Prices Rise ---------------------------------------------------------- Christopher Weaver, Anna Wilde Mathews and Tom at Daily Bankruptcy Review report that New Jersey's Christ Hospital collected $2.93 million in special payments for treating the sickest Medicare patients in 2013, more than quadruple what it had the prior year. Much of the increase didn't come from treating more patients or providing more care. It came from higher list prices charged by the Jersey City hospital --- markups of at least 60% from the prior year for many patients with common diagnoses, billing records show, according to Daily Bankruptcy Review. About Christ Hospital Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 12-12906) on Feb. 6, 2012. Christ Hospital, founded in 1872 by an Episcopalian priest, is a 367-bed acute care hospital located in Jersey City, New Jersey at 176 Palisade Avenue, serving the community of Hudson County. The Debtor is well-known for its broad range of services from primary angioplasty for cardiac patients to intensity modulated radiation therapy for those battling cancer. Christ Hospital is the only facility in Hudson County to offer IMRT therapy, which is the most significant breakthrough in cancer treatment in recent years. Christ Hospital filed for Chapter 11 after an attempt to sell the assets fell through. Judge Morris Stern presides over the case. Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's counsel. Alvarez & Marsal North America LLC serves as financial advisor. Logan & Company Inc. serves as the Debtor's claim and noticing agent. The Health Professional and Allied Employees AFT/AFI-CIO is represented in the case by Mitchell Malzberg, Esq., at Mitnick & Malzberg P.C. Attorneys at Sills, Cummis & Gross, P.C., represent the Official Committee of Unsecured Creditors. On March 27, 2012, Judge Stern approved the sale of the Hospital's assets to Hudson Hospital Holdco, LLC. Hudson bid $45,271,000 for the Hospital's assets. The sale of the Debtor's assets to Hudson closed on July 13, 2012. The Joint Liquidation Plan of Christ Hospital was declared effective June 27, 2013. The Plan was confirmed June 4, 2013. CHRYSLER LLC: Judge Frees TRW of Steering Defect Liability ---------------------------------------------------------- Law360 reported that TRW Automotive Holdings Corp. was freed of any responsibility to indemnify old Chrysler's liquidation trust in a class action over allegedly defective steering systems on Monday after a New York bankruptcy judge found that a cure agreement had assigned the claims to the post-bankruptcy iteration of Chrysler. U.S. Bankruptcy Judge Stuart M. Bernstein granted TRW summary judgment in its adversary complaint against the liquidation trust, Law360 related. About Chrysler Group Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles and products. Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). The U.S. and Canadian governments provided Chrysler with $4.5 billion to finance its bankruptcy case. In connection with the bankruptcy filing, Chrysler reached an agreement to sell all assets to an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC in June 2009, formally sold substantially all of its assets to the new company, named Chrysler Group LLC. In January 2014, the American car manufacturer officially became 100% Italian when Fiat Spa completed its deal to purchase the 40% it did not already own of Chrysler. Fiat has shared ownership of Chrysler with the health care fund of the United Automobile Workers unions since Chrysler emerged from bankruptcy in 209. * * * Standard & Poor's Ratings Services raised its ratings on U.S.- based auto manufacturer Chrysler Group LLC, including the corporate credit rating to 'BB-' from 'B+' in mid-January 2014. The outlook is stable. COMMACK HOSPITALITY: Reorganization Plan Declared Effective ----------------------------------------------------------- Commack Hospitality, LLC notified the U.S. Bankruptcy Court that the Effective Date for the Revised Second Amended Plan of Reorganization for Commack Hospitality, LLC occurred on March 10, 2015. On Nov. 14, 2014, the Court confirmed the Revised Plan. On Feb. 23, 2015, the Court entered a stipulation and order regarding acquisition of Commack's property, modifying the confirmation order. Commack Hospitality, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 14-70931) on March 10, 2014. The petition was signed by Viral Patel as managing member. In its schedules and statements, the Debtor listed $17 million in assets and $13 million in liabilities. Laurence May, Esq., and Mark Tsukerman, Esq., of Cole Schotz Meisel Forman & Leonard PA serve as the Debtor's counsel. Judge Alan S. Trust presides over the case. CROSBY NATIONAL: Section 341(a) Meeting Set for June 12 ------------------------------------------------------- A meeting of creditors of The Crosby National Golf Club, LLC will be held on June 12, 2015, at 9:30 a.m. at FTW 341 Rm 7A24. Creditors have until Sept. 10, 2015, to submit their proofs of claim. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. The Crosby National Golf Club, LLC, commenced a Chapter 11 bankruptcy case (Bankr. N.D. Tex. Case No. 15-41545) in Ft. Worth, Texas, on April 16, 2015, without stating a reason. The Debtor estimated $10 million to $50 million in assets and debt. The case is assigned to Judge Russell F. Nelms. Hudson M. Jobe, Esq., at Quilling, Selander, Lownds, et al, in Dallas, has been tapped as the Debtor's counsel. DAEGIS INC: Receives NASDAQ Listing Non-Compliance Notice --------------------------------------------------------- Daegis Inc., a global information governance, migration solutions and development tools company, on April 17 disclosed that on April 15, 2015 it was notified by the Listing Qualifications Staff of The NASDAQ Stock Market LLC that, based on the Company's continued non-compliance with the $1.00 minimum closing bid price requirement for continued listing, as set forth in NASDAQ Listing Rule 5550(a)(2), the Company's securities are subject to delisting from NASDAQ unless the Company timely requests a hearing before the Listing Qualifications Panel. The Company intends to timely request a hearing before the Panel, at which hearing the Company will present its plan to evidence and sustain compliance with all applicable requirements for continued listing on NASDAQ. The Company's common stock will continue to trade on The NASDAQ Capital Market under the symbol "DAEG" pending completion of the hearing process and the expiration of any extension period granted by the Panel. About Daegis Inc. Daegis Inc. (NASDAQ: DAEG) is a global enterprise software company with comprehensive offerings for information governance, application migration, data management and application development. The company's products include leading-edge enterprise archive and eDiscovery technology, mobile application development technology, application migration and data management software. The company is headquartered in Irving, Texas and serves its worldwide customer base through its offices in California, New Jersey, Australia, Canada, France, Germany and the UK. DAMON'S GRILL: To Exit Ch. 11 After Sale to Unique Ventures ----------------------------------------------------------- Dan Eaton at Columbus Business First reports Damon's Grill will exit Chapter 11 bankruptcy once the sale of its intellectual property and franchise rights to Unique Ventures Group LLC is completed. The Business First recalls that the sale to Unique Ventures for $825,000 was agreed to in September 2013, but has not yet been completed. Unique Ventures still owes $220,000 of that purchase price, which is expected to be paid in the coming months, Business First relates, citing Michael Kaminski, Esq., at Blumling & Gusky LLP, the Debtor's bankruptcy counsel. The bankruptcy case will close then, the report adds. According to the Business First, the bankruptcy case won't wind up paying any of its unsecured creditors, about 80% of the $1.8 million owed to administrative creditors, led by the state of Ohio, will be paid. Damon's Grill -- http://www.damons.com/-- operates restaurants in Columbus, Ohio. In 2009, the Company sought protection from its creditors under Chapter 11 in Western Pennsylvania bankruptcy court to protect its stock from taken over by creditor National City, a unit of PNC Financial Services Group Inc. The Company' sister brand, Max & Erma's, also filed for bankruptcy. DENDREON CORP: Buyers Fight Shareholders' Bid to Stay Sale ---------------------------------------------------------- Valeant Pharmaceuticals International, Inc., and subsidiary Drone Acquisition Inc. filed with the U.S. Bankruptcy Court for the District of Delaware an objection to the motion filed by a group of purported shareholders of Dendreon Corp. seeking to stay the court order approving the sale of substantially all of the assets of Dendreon Corp., et al. to Valeant and Drone. As reported by the Troubled Company Reporter on April 14, 2015, Law360 reported that a so-called Donahue Group shareholders complained that the $495 million sale price of the Debtors' assets was a fraction of the company's true worth, based on its revenue and other buyouts in the pharmaceutical industry. In the March motion to stay pending appeal to the Third Circuit, Donahue said the company should be worth closer to $2 billion, Law360 said. According to Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., the attorney for the Purchasers, the Shareholders seek to stay the effectiveness of the sale order to prevent the sale transaction from closing. Mr. Collins says that the stay motion should be denied because the sale transaction closed before the stay motion was filed, making the Shareholders' request for relief moot. Mr. Collins claims that the Shareholders continue to prosecute the stay motion, despite the stay motion's fatal flaws, in an attempt to extract a cash settlement from the Debtors, certain of the Debtors' creditors, or a "deep pocket". Mr. Collins says that the Debtors are hopelessly insolvent and that no value exists for the Dendreon's shareholders. Sarah E. Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, the attorney for the Debtors, said in a court filing dated April 7, 2015, that the Donahue Group's motion to stay is misguided and misplaced, and demonstrate a willful disregard of the facts and record of the Debtors' Chapter 11 cases. According to the April 14 TCR report, Law360 reported that the Debtors asked the Court not to stay the $495 million sale of their assets to the Purchasers, pending an appeal, saying a shareholders' motion alleging a low valuation showed a "willful disregard of the facts." The TCR also reported that the Official Committee of Unsecured Creditors filed a joinder to the Debtors' objection to the Donahue Group's motion to stay the effectiveness of the sale order and the closing of the sale pending appeal. 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. DENDREON CORP: Liquidation Plan Goes to June 2 Confirmation Hearing ------------------------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware on April 14, 2015, approved the disclosure statement explaining Dendreon Corp., et al.'s Chapter 11 plan of liquidation and scheduled the confirmation hearing for June 2, 2015, at 10:00 a.m. (Eastern time). Responses and objections, if any, to confirmation of the Plan must be filed so as to be received on or before May 19. To be counted, ballots accepting or rejecting the Plan must be received by May 19. The Debtors filed a plan of liquidation and accompanying disclosure statement following approval of the sale of substantially all of their assets to Valeant Pharmaceuticals International. A second amended acquisition agreement provides for a higher purchase price, consisting of common shares of Valeant, having an aggregate value of $49.5 million as of the close of the market on the Trading Day immediately prior to the Effective Date, paid to the Debtors as partial consideration for the assets acquired by the Purchaser pursuant to the Sale Order, plus $445.5 million in cash to be delivered at closing of the sale transaction. Pursuant to the Second Amended Acquisition Agreement, if the amount of the allowed prepetition general unsecured claims did not exceed $200 million in the aggregate, then the Valeant Shares could be distributed proportionately in respect of the 2016 Noteholder Claims. The consideration under the Second Amended Acquisition Agreement provided an additional $15 million in incremental value to the Debtors' Estates over that provided for under the Amended Acquisition Agreement, and $140 million more than the minimum Qualified Bid. The Acquired Assets under the Second Amended Acquisition Agreement included all of the assets contemplated under the Amended Acquisition Agreement, plus the D-3263 Assets and $80 million of cash and cash equivalents of the Debtors. In their First Amended Plan, the Debtors said they anticipate that the liquidation process would take six to twelve months. Wind-down operating costs would include compensation expenses, insurance, taxes, and the costs of orderly winding down healthcare and other employee-related plans. Under a Chapter 7 liquidation, a change in professionals would result in lost efficiencies, which is reflected in a 25% increase in the wind-down budget. The Wind-Down Reserve is calculated based on estimates and is being provided for illustrative purposes only. A full-text copy of the Amended Disclosure Statement dated April 16, 2015, is available at http://bankrupt.com/misc/DENDREONds0416.pdf 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. DIGITAL RIVER: S&P Assigns 'B-' CCR; Outlook Stable --------------------------------------------------- Standard & Poor's Ratings Services said it assigned its B- corporate credit rating to Minnetonka, Minn.-based Digital River Inc. The outlook is stable. At the same time, S&P assigned its 'B' issue-level rating and '2' recovery rating to the company's $10 million first-lien revolver maturing 2020 and to its $255 million first-lien term loan maturing 2021. The '2' recovery rating indicates S&P's expectation for substantial (70%-90%; lower half of the range) recovery in the event of a payment default. Additionally, S&P assigned its 'CCC' issue-level rating and 6 recovery rating to the company's $80 million second-lien term loan maturing 2022. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. "The ratings on Digital River reflect the company's relatively small scale and significant client concentration within the highly competitive and fragmented e-commerce solutions market," said Standard & Poor's credit analyst Jenny Chang. "The ratings also reflect pro forma leverage in the mid-6x area as of Dec. 31, 2014, which we expect to subside to the low- to mid-5x area by Dec. 31, 2015," she added. The stable outlook reflects S&P's view that Digital River will achieve low- to mid-single-digit revenue growth and a modest level of cost reduction to improve EBITDA and free cash flow over the coming year. The company's size, considerable customer concentration, and private equity ownership limit the likelihood of an upgrade over the coming year. However, S&P could raise the rating over the longer term if the company can gain meaningful scale, diversify its customer base, and improve profitability. S&P could lower the rating if increased competition leads to elevated pricing pressure or a spike in attrition, resulting in a weakened liquidity position. DVORKIN HOLDINGS: ColFin Appeals Lombard Purchase Approval ---------------------------------------------------------- Gus A. Paloian, Chapter 11 trustee for the bankruptcy estate of Dvorkin Holdings, LLC, won approval from the U.S. Bankruptcy Court for the Northern District of Illinois to use property of the estate other than in the ordinary course of business to purchase the property known as 22000 South Main Street, Lombard, Illinois. ColFin Bulls Funding A, LLC, a creditor, on April 8, 2015, immediately served a notice of appeal with respect to the Bankruptcy Court's order granting the Trustee's motion. Judge Jacqueline P. Cox on March 25 approved the motion notwithstanding the objection of ColFin. The order did provide that the order is without prejudice to the party's rights under the Settlement Agreement [involving the Trustee and ColFin]. As reported in the TCR, the Trustee sought approval to use estate funds to buy the property pursuant to the terms of sale agreement between the Trustee and Chicago Title Land Trust Company. The Trustee will buy the property for $1.7 million from a trust administered by Chicago Title that holds title to the property. Dvorkin holds 50 percent of the beneficial interests in the trust. The Trustee said the transaction is necessary to effectuate a 2014 settlement between the trustee and Colfin. The settlement was set to terminate automatically on April 12, 2015, if the Lombard property was not sold by that date. No third party has made an offer to purchase the property. The Trustee said that Dvorkin must either buy it or allow the settlement agreement to terminate, which won't be beneficial to the company. The ColFin Claim ColFin, in its response to the Motion, said it doesn't consent to the Trustee's purchase of the Lombard Parcel as it violates the terms of their Settlement Agreement and a related agreement. In November 2012, ColFin filed Claim No. 14 in the amount of $3,504,767, consisting of: a. A claim of $1,007,099 owed by the Debtor and secured by the Lombard Junior Mortgage against the Lombard Parcel owned by Trust 1636-Y (of which the Debtor owns a 50% beneficial interest); and b. A claim of $2,497,669 owed n by Lynwood LLC and guaranteed by the Debtor, which is secured by the Lynwood Mortgage against the Lynwood Parcels owned by the Lynwood Entities. On July 1, 2014, the Court entered an order approving the Settlement Agreement between ColFin and the Trustee, among others. The Settlement Agreement provides in relevant part as follows: -- The Claim on account of the Lombard Loan is allowed in the amount of $1,007,099, secured by ColFin's interest in the Lombard Parcel arising under the Lombard Junior Mortgage. -- ColFin consents to the sale of the Lombard Parcel free and clear of the Lombard Junior Mortgage; provided, however, the gross sale price of the Lombard Sale shall equal such amount as agreed to in writing by the Trustee, Lender and the Broker, and such sale shall satisfy the other requirements set forth in Section 5 of the Settlement Agreement. -- ColFin will receive the net proceeds of the Lombard Sale after payment of closing costs and all liens, claims and encumbrances senior to the Lombard Junior Mortgage, including payment of the claim held by the Estate secured by the Lombard Senior Mortgage, in full and complete satisfaction of the Allowed Lombard Claim. -- ColFin will have the option (the "Lender Redemption Option"), in its sole and absolute discretion, to cause the Trustee to transfer title in and to the Lombard Parcel to ColFin (or its nominee) in exchange for a credit bid of the Allowed Lombard Claim in the amount as agreed to in writing by the Trustee, Lender and the Broker. Upon approval of the Settlement Agreement by the Court, the Trustee, ColFin and Marcus & Millichap Real Estate Investment Services (the "Broker") entered into a Broker Selection Agreement. The Agreement provides, among other things, that the minimum sale price for any sale of the Property to a third party during the Term, not including any sale to Mortgagee as the result of a successful credit bid for the Property, will be $1,700,000. ColFin said it will not consent or agree to the proposed "sale" of the Lombard Parcel to the Debtor under the Sale Agreement, as is its express right under the Settlement Agreement. ColFin noted that Section 2 of the Broker Selection Agreement expressly states that the Minimum Sale Price shall apply only to a sale to a "third party." According to ColFin, clearly the Debtor, as proposed purchaser, is not a third party given that the Trustee executed that the Broker Selection Agreement on behalf of the Debtor. Because the Sale Agreement is a sham insider transaction involving the Debtor, ColFin argued that the Trustee is not entitled to sell the Lombard Parcel for the former Minimum Sale Price (or any other amount). ColFin also pointed out that under the Trustee's proposed "sale" to the Debtor in contravention of the express terms of the Settlement Agreement and the Broker Selection Agreement, ColFin stands to receive only $495,965, as estimated by the Trustee, or $511,134 less than the amount of the Allowed Lombard Claim ColFin Bulls Funding is represented by: Jerry L. Switzer, Jr., Esq. Jean Soh, Esq. POLSINELLI PC 161 N. Clark St., Suite 4200 Chicago, Illinois 60601 Tel: (312) 819-1900 Fax: (312) 819-1910 E-mail: jswitzer@polsinelli.com jsoh@polsinelli.com Trustee's Response to the Objection Gus A. Paloian, The Trustee, asked the Court to overrule ColFin's objection. Bret M. Harper, Esq., at Seyfarth Shaw LLP, argued that the Trustee has sound business justification for using estate funds to consummate sale of the Lombard Property and thereby capture the benefit of the Settlement Agreement (which is scheduled to terminate on April 12, 2015, if the sale has not been consummated by that date) because the benefits far outweigh the risks. Mr. Harper added that the benefit to the Estate of implementing the Settlement is undeniable. The Settlement Agreement would allow the Estate to reduce claims against the Estate by at least $1,750,634 in exchange for a net payout of less than $700,000. In addition, the Estate would obtain the Lombard Property, free and clear of mortgages, which the Trustee estimates to be worth $1,300,000. According to Mr. Harper, even if ColFin prevailed on its defenses to enforcement, the Trustee's proposed use of funds would cause no harm to the Estate. In the event that ColFin refuses to release its junior mortgage, as required under the Settlement Agreement, the Trustee intends to close the sale of the Lombard Property in escrow, with both mortgages to attach to the escrowed funds with the same priority they presently attach to the property. Pursuing the sale will therefore preserve the parties' positions pending resolution of an action by the Trustee to enforce the Settlement Agreement. The Chapter 11 Trustee and his attorneys can be reached at: Gus A. Paloian, Esq. James B. Sowka, Esq. Bret M. Harper, Esq. SEYFARTH SHAW LLP 131 South Dearborn Street, Suite 2400 Chicago, Illinois 60603 Telephone: (312) 460-5000 E-mail: gpaloian@seyfarth.com jsowka@seyfarth.com bharper@seyfarth.com About Dvorkin Holdings Dvorkin Holdings, LLC, is a real estate holding company that possesses or possessed ownership interests in 70 real properties, either directly or indirectly through limited liability companies or land trusts. Dvorkin Holdings has interests in 40 non-debtor entities. Dvorkin Holdings filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 12-31336) in Chicago on Aug. 7, 2012. The Debtor disclosed $69.9 million in assets and $9.30 million in liabilities as of the Chapter 11 filing. Michael J. Davis, Esq., at Archer Bay, P.A., in Lisle, Ill., serves as counsel to the Debtor. The petition was signed by Loran Eatman, vice president of DH-EK Management Corp. The Bankruptcy Court in October 2012 granted the request of Patrick S. Layng, the U.S. Trustee for the Northern District of Illinois, to appoint Gus Paloian as the Chapter 11 Trustee. Seyfarth Shaw, LLP, represents the Chapter 11 Trustee as counsel. Carpenter Lipps & Leland LLP represents the Chapter 11 Trustee as conflicts counsel. On March 16, 2015, the Clerk of the Court reassigned the case to U.S. Bankruptcy Judge Jacqueline P. Cox. FREDERICK'S OF HOLLYWOOD: Proposes $11MM of DIP Financing --------------------------------------------------------- Frederick's of Hollywood, Inc. and its affiliated debtors ask the Bankruptcy Court to enter interim and final orders authorizing them to obtain postpetition financing from their existing lenders and use cash collateral. Salus CLO 2012-1, Ltd, as lender, and Salus Capital Partners, LLC, as administrative agent and collateral agent, have agreed to provide the Debtors are revolving credit facility in the maximum committed amount of $11 million, $5.2 million of which will be available on an interim basis. The DIP Facility will mature 6 months from the execution of the DIP Credit Agreement. The DIP Facility will bear interest at the LIBOR Rate plus 15.5%. The DIP Agent will charge an unused line of credit fee, and collateral monitoring fees. The DIP Credit Agreement contains usual and customary events of default. The DIP Credit Agreement contains these milestones: * The Debtors fails to file the Sale Motion within two days of the Petition Date; * The Bidding Procedures Order is not entered on or before 21 days after the Petition Date; * An auction is not conducted for the purchase of the assets on or before 40 days after the Petition Date; * The Sale Order is not entered on or before 45 days after the Petition Date; and * The closing of the sale of all or substantially all of the Debtors' assets will not have occurred on or before the date that is 60 days after the Petition Date. The Debtors will be authorized to use cash collateral provided that the prepetition secured parties will receive adequate protection in the form of adequate protection liens, Sec. 507(b) claims, and payment of fees and interest. A copy of the DIP Financing Motion is available for free at: http://bankrupt.com/misc/Fredericks_M_DIP_Financing.pdf About Frederick's Frederick's of Hollywood Group Inc., sells women's apparel and related products under its proprietary Frederick's of Hollywood brand. Frederick's had more than 200 brick-and-mortar stores at its peak. At present it sells its products at its online shop at http://www.fredericks.com/ On April 19, 2015, Frederick's of Hollywood and five affiliates each filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The cases are pending approval to be jointly administered under Case No. 15-10836 before the Honorable Kevin Gross (Bankr. D. Del.). The Company disclosed $36.5 million in assets and $106 million in debt as of the bankruptcy filing. The material debt obligations principally consist of $33 million in loans under a secured credit agreement, $16.2 million in unsecured promissory notes, and $56.7 million in trade debt and liabilities to landlords. The Debtors tapped Milbank, Tweed, Hadley & McCloy LLP, as bankruptcy counsel; Richards, Layton & Finger, P.A., as local counsel; Consensus Advisory Services LLC as investment banker and financial advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. FREDERICK'S OF HOLLYWOOD: Proposes ABG-Led Sale Process ------------------------------------------------------- Frederick's of Hollywood, Inc. and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to approve a sale process where Authentic Brands Group, LLC, would buy the assets for $22.5 million plus a share of revenue, absent higher and better offers. Authentic Brands has signed a "stalking horse" agreement to acquire the Debtors' e-commerce business, including intellectual property and all inventory, for cash consideration of $22.5 million, subject to price adjustments, and the right to receive 25% of Frederick's of Hollywood brand related revenues in perpetuity, net of expenses, after Authentic receives $10 million in Brand Revenues, pursuant to the terms of a revenue sharing agreement. The Company will run a court-authorized sale process and hold an auction if other offers surface. The Company proposes that interested parties be required to submit initial bids by May 26, 2015, at 5 p.m. (Eastern Time) to participate in an auction that will be held on May 28 at 10:00 a.m. (Eastern Time). The Debtors want a sale hearing to begin on or before June 2, 2015, and any objections to the sale be due by May 26. Competing bids must provide for a minimum overbid of $250,000 over Authentic Brands' offer and must provide for a closing date that is not later than June 30. The Debtors propose to grant Authentic Brands certain bid protections, including reimbursement of its reasonable expenses not to exceed $300,000, and a termination fee of $850,000. The Debtors believe that the bid protections are a necessary and reasonable inducement for Authentic Brands to submit its stalking horse bid and, thus, establish a "floor" for the sale of the Debtors' assets and encourage competitive bidding and realization of the highest possible value for the benefit of all stakeholders. Salus Capital Partners, LLC, as administrative and collateral agent, will have the right to submit a credit bid with respect to any bulk or piecemeal sale of all or any portion of the lenders' collateral. About Frederick's Frederick's of Hollywood Group Inc., sells women's apparel and related products under its proprietary Frederick's of Hollywood brand. Frederick's had more than 200 brick-and-mortar stores at its peak. At present it sells its products at its online shop at http://www.fredericks.com/ On April 19, 2015, Frederick's of Hollywood and five affiliates each filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The cases are pending approval to be jointly administered under Case No. 15-10836 before the Honorable Kevin Gross (Bankr. D. Del.). The Company disclosed $36.5 million in assets and $106 million in debt as of the bankruptcy filing. The material debt obligations principally consist of $33 million in loans under a secured credit agreement, $16.2 million in unsecured promissory notes, and $56.7 million in trade debt and liabilities to landlords. The Debtors tapped Milbank, Tweed, Hadley & McCloy LLP, as bankruptcy counsel; Richards, Layton & Finger, P.A., as local counsel; Consensus Advisory Services LLC as investment banker and financial advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. FREDERICK'S OF HOLLYWOOD: Wants to Pay $1.4MM for Vendor Claims --------------------------------------------------------------- Frederick's of Hollywood, Inc. and its affiliated debtors ask the Bankruptcy Court for approval to pay (a) claims upon which a lien may arise as a result of a mechanic's lien, artisan's lien, materialman's lien, shipper's lien, warehouseman's lien, or any other similar lien and (b) prepetition claims of certain critical vendors and service providers. The Debtors seek authority, in their sole discretion, to pay and discharge, on a case-by-case basis, lien claims that the Debtors believe have created, or could give rise to, a lien against the Debtors' property, regardless of whether the related lien vendors have already perfected their interests. The Debtors estimate that, as of the Petition Date, the aggregate amount of the lien claims does not exceed $200,000. In addition, the Debtors seek authority to pay claims of critical vendors in order to prevent the Chapter 11 cases from interrupting the supply of critical goods. Ensuring the continued supply of critical goods and services may be particularly challenging for the Debtors, given that the Debtors have closed all of their retail stores prior to filing for bankruptcy, and the fact that the Debtors are now in chapter 11. The services provided by critical vendors include, among other things, website infrastructure and technology support, website traffic driving, customer email marketing, and processing and shipping online customer orders. Additionally, certain critical vendors provide various administrative services in connection with operating the Debtors' corporate headquarters, including internet and phone connection, digital file storage, and tax calculation and reporting. The Debtors estimate that, as of the Petition Date, the aggregate amount of critical vendor claims is $1,200,000. The Debtors request that they be authorized, in their sole discretion, to condition the payment of a vendor claim on the agreement of the vendor to continue supplying goods and services on customary trade terms. The Debtors want approval to pay up to $100,000 in lien claims and up to $650,000 in critical vendor claims upon interim approval of the motion. About Frederick's Frederick's of Hollywood Group Inc., sells women's apparel and related products under its proprietary Frederick's of Hollywood brand. Frederick's had more than 200 brick-and-mortar stores at its peak. At present it sells its products at its online shop at http://www.fredericks.com/ On April 19, 2015, Frederick's of Hollywood and five affiliates each filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The cases are pending approval to be jointly administered under Case No. 15-10836 before the Honorable Kevin Gross (Bankr. D. Del.). The Company disclosed $36.5 million in assets and $106 million in debt as of the bankruptcy filing. The material debt obligations principally consist of $33 million in loans under a secured credit agreement, $16.2 million in unsecured promissory notes, and $56.7 million in trade debt and liabilities to landlords. The Debtors tapped Milbank, Tweed, Hadley & McCloy LLP, as bankruptcy counsel; Richards, Layton & Finger, P.A., as local counsel; Consensus Advisory Services LLC as investment banker and financial advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. FREDERICK'S OF HOLLYWOOD: Yand.com Comments on Store Closings ------------------------------------------------------------- Yandy.com, one of the country's largest online retailers of lingerie and related intimate apparel, has released a statement from Founder and CEO, Chad Horstman, on the Wall Street Journal report of a bankruptcy filing by Frederick's of Hollywood, as well as Frederick's recent announcement that all stores have been closed and sales have shifted exclusively to the company's website. "The news of Frederick's struggles and store closures further validates the premise that Yandy was founded upon," said Mr. Horstman. "Specifically, that consumers are more comfortable shopping for lingerie and intimate apparel online and that a fundamental shift in retailing was well under way. Over the past decade, a number of traditional mall retailers have struggled to remain relevant as consumers have changed how they shop at malls and consumers found new ways to engage and identify with brands online." Founded in Mr. Horstman's garage in 2006, not long after Frederick's emerged from its first bankruptcy filing, Yandy.com has since emerged as the country's largest online retailer of sexy lingerie behind only Victoria's Secret, with over 40,000 items stocked in its company-owned 37,000 square foot warehouse in Phoenix. While the privately-owned company has not released its annual sales statistics, it did confirm that it had long ago surpassed the $28 million of annual online revenue that Frederick's is reported to have generated in 2014. In addition to lingerie, panties, bras, swimwear, and plus-size lingerie, the company has also become known as the leading U.S. e-commerce retailer of adult Halloween costumes. "Unlike the brick-and-mortar approach that Frederick's was built on many years ago, e-commerce affords us numerous advantages over traditional retailers ranging from sophisticated consumer engagement and customization to superior speed and pricing, which form the pillars of exceptional customer service that our clientele expect and rely upon," said Mr. Horstman. "Combined with the intimate nature of a product like lingerie, it is no surprise that Yandy and the online channel generally have continued to take significant market share from brick-&-mortar retailers, a trend that has only accelerated in recent years and shows no signs of slowing down." About Yandy.com Yandy.com is one of the world's largest online retailers of women's lingerie, swimwear, rave wear, hosiery and sexy Halloween costumes. Founded in 2006, Yandy boasts thousands of affordably priced products that are always in stock, allowing for quick, same-day shipping. Designated as a Google Trusted Store, Yandy prioritizes unrivaled customer service and a commitment to ensuring that every customer receives a safe and secure online shopping experience. Yandy prides itself on selling items for every shape and size. At Yandy, every customer can #Be Sexy About Frederick's Frederick's of Hollywood Group Inc., sells women's apparel and related products under its proprietary Frederick's of Hollywood brand. Frederick's had more than 200 brick-and-mortar stores at its peak. At present it sells its products at its online shop at http://www.fredericks.com/ On April 19, 2015, Frederick's of Hollywood and five affiliates each filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The cases are pending approval to be jointly administered under Case No. 15-10836 before the Honorable Kevin Gross (Bankr. D. Del.). The Company disclosed $36.5 million in assets and $106 million in debt as of the bankruptcy filing. The material debt obligations principally consist of $33 million in loans under a secured credit agreement, $16.2 million in unsecured promissory notes, and $56.7 million in trade debt and liabilities to landlords. The Debtors tapped Milbank, Tweed, Hadley & McCloy LLP, as bankruptcy counsel; Richards, Layton & Finger, P.A., as local counsel; Consensus Advisory Services LLC as investment banker and financial advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. FRESH PRODUCE: Seeks to Use Wells Fargo Cash Collateral ------------------------------------------------------- Fresh Produce Holdings, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Colorado to use cash collateral securing their prepetition indebtedness from Wells Fargo Bank, N.A., to fund general overhead, administrative expenses and operating expenses to enable the Debtor to sell its assets for maximum value. The credit agreement with Wells Fargo secures the payment of the Debtor's obligations under a revolving note in the amount of $10 million. As of the Petition Date, the Debtor was indebted to the secured lender in the approximate amount of $3,941,572, exclusive of contingent liabilities, swap liabilities and fees and expenses owed pursuant to the Loan Documents. The secured lender asserts a first priority lien and security interest in all of the Debtor's assets, including all of the Debtor's cash. The Debtor's agreement to use cash collateral postpetition provides for the granting of adequate protection to the secured lender in the form of a replacement lien and superpriority expense claim. About Fresh Produce Fresh Produce Holdings, LLC, commenced a Chapter 11 bankruptcy case (Bankr. D. Col. Case No. 15-13485) in Denver, Colorado, on April 4, 2015, without stating a reason. Boulder, Colorado-based Fresh Produce -- http://www.freshproduceclothes.com/-- designs, develops and markets women's apparel and accessories. The company says its collections of tops, pants, skirts and dresses feature a signature garment dye process with more than 80 percent produced right here in the USA. It says products are available in 26 company-owned boutiques located across the United States, as well as 400 independent retail locations. The Debtor estimated $10 million to $50 million in assets and debt in its Chapter 11 petition. The Debtor is represented by Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, in Denver. The case is assigned to Judge Sidney B. Brooks. The Debtor's subsidiary earlier commenced bankruptcy cases on April 2, 2015: FP Brogan-Sanibel Island, LLC (Case No. 15-13420), Fresh Produce Coconut Point, LLC (Case No. 15-13421), Fresh Produce of St. Armands, LLC (Case No. 15-13417), Fresh Produce Retail, LLC (15-13415), and Fresh Produce Sportswear, LLC (15-13416). GASFRAC ENERGY: Some Proceeds Set Aside for Ad Valorem Taxes ------------------------------------------------------------ Step Energy Services Ltd. on April 2, 2015, closed on its acquisition of substantially all the assets of GASFRAC Energy Services Inc., et al., pursuant to the transaction approved by the Court of Queen's Bench of Alberta and the U.S. Bankruptcy Court for the Western District of Texas. U.S. Bankruptcy Judge Craig A. Gargotta entered an order approving the sale on March 18, 2015. A copy of the sale order is available for free at http://bankrupt.com/misc/GASFRAC_Sale The Texas Ad Valorem Tax Authorities, which possess the authority under the laws of the State of Texas to asses and collect ad valorem taxes, filed in U.S. Bankruptcy Court a limited objection to the sale. The Authorities say that as the Debtor/Monitor seeks to sell assets, the Authorities' tax liens transfer to the related sale proceeds and become their cash collateral. So long as their secured claims remain unpaid, the Authorities say that the Debtor/Monitor may not distribute any cash proceeds to any other creditor. To address the objection, the U.S. Court's order provides that the proceeds of the sale of the assets received by the Debtor, prior to distribution of any proceeds to any creditor except for PNC Bank and PNC Bank Canada, the amount of US$1,591,439 will be set aside by the Debtor/Monitor in a segregated account as adequate protection for the year 2015 and prior ad valorem claims of Wilson County, Harris County, Montgomery County, Cypress-Fairbanks Independent School District and all taxing units for which said entities collect ad valorem taxes. About GASFRAC Energy Headquartered in Calgary, Canada, GASFRAC Energy Services Inc. -- http://www.gasfrac.com/-- provided liquid petroleum gas (LPG) fracturing services to oil and gas companies in Canada and the United States of America. As of Dec. 31, 2011, GASFRAC had three 32 tons and nine 100 tons sand storage vessels, 47 fracturing pumpers, 150 LPG storage tanks and related equipment. GASFRAC's services are marketed and operated under the name of its wholly owned subsidiary GASFRAC Energy Services Limited Partnership. GASFRAC commenced proceedings and obtained court protection under the CCAA pursuant to an initial order granted by the Court of Queen's Bench, in the Province of Alberta, on Jan. 15, 2015, "as a result of a combination of continuing negative operating results, limited access at the present time to capital markets for junior issuers such as the Corporation, reduced industry activity resulting from depressed petroleum and natural gas commodity prices and the inability of the Corporation to obtain a suitable offer for the purchase of the Corporation or its assets after a strategic alternative process, which commenced on November 13, 2014, that would satisfy all of the Corporation's existing financial obligations, both secured and unsecured." Ernst & Young Inc., as monitor, sought protection under Chapter 15 of the U.S. Bankruptcy Code for GASFRAC Energy Services Inc. and its five affiliates (Bankr. W.D. Tex. Case No. 15-50161) on Jan. 15, 2015. The Chapter 15 cases are assigned to Judge Craig A. Gargotta. The Chapter 15 Petitioners are represented by Timothy S. Springer, Esq., Steve A. Peirce, Esq., and Louis R. Strubeck, Esq., at Fulbright & Jaworski LLP. GENARO'S CORPORATION: Case Summary & 15 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Genaro's Corporation fka F/K/A Genaro's Corporation II fka F/K/A Hirtanzo, Inc. dba King Food And Meat Bazaar 1000 36th Street West Palm Beach, FL 33407 Case No.: 15-17100 Chapter 11 Petition Date: April 20, 2015 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Hon. Erik P. Kimball Debtor's Counsel: Malinda L Hayes, Esq. 2925 PGA Blvd., Suite #204 Palm Beach Gardens, FL 33410 Tel: 561-626-4700 Fax: 561-627-9479 Email: malinda@fwbpa.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Genaro Espinal, president. A list of the Debtor's 15 largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb15-17100.pdf GENERAL MOTORS: 2nd Circ. Rejects JPMorgan Rehearing Bid -------------------------------------------------------- Law360 reported that the Second Circuit on April 13 rejected JPMorgan Chase Bank NA's bid for the rehearing of a January decision enforcing a paperwork error filed by Mayer Brown LLP and overlooked by Simpson Thacher & Bartlett LLP in the General Motors Corp. bankruptcy, despite the bank's warning that the decision's fallout could be catastrophic. According to the report, the late-Monday [April 13] decision leaves JPMorgan with one final option -- an appeal to the U.S. Supreme Court -- to avoid losing its security interest on a $1.5 billion loan to GM's bankrupt predecessor. About General Motors With its global headquarters in Detroit, Michigan, General Motors -- http://www.gm.com/-- is one of the world's largest automakers, traces its roots back to 1908. General Motors Co. was formed to acquire the operations of General Motors Corp. through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The U.S. government provided financing. The deal was closed July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM -- General Motors Corporation -- 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. The Debtors tapped Weil, Gotshal & Manges LLP Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel; and Morgan Stanley, Evercore Partners and the Blackstone Group LLP as financial advisor. 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 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 Aug. 29, 2014, reported that Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of General Motors Company (GM) and its General Motors Holdings LLC (GM Holdings) subsidiary at 'BB+'. In addition, Fitch has affirmed GM Holdings' secured revolving credit facility rating at 'BBB-' and GM's senior unsecured notes rating at 'BB+'. The Rating Outlook for GM and GM Holdings is Positive. HEI INC: Amends Schedules of Assets and Liabilities --------------------------------------------------- HEI, Inc., filed with the Bankruptcy Court amended schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $3,675,000 B. Personal Property $8,593,269 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $3,370,035 E. Creditors Holding Unsecured Priority Claims $156,718 F. Creditors Holding Unsecured Non-priority Claims $3,764,124 ----------- ----------- TOTAL $12,268,269 $7,290,877 The Debtor disclosed $12,268,270 in assets and $7,584,465 in liabilities in the previous iteration of the schedules. A copy of the amended schedules is available for free at: http://bankrupt.com/misc/HEIINC_240_sal_amended.pdf About HEI Inc. HEI, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Minn. Case No. 15-40009) in Minneapolis, Minnesota, on Jan. 4, 2015. The case is assigned to Judge Kathleen H. Sanberg. The deadline for governmental entities to file claims is July 6, 2015. The Debtor has tapped James L. Baillie, Esq., James C. Brand, Esq., and Sarah M Olson, Esq., at Fredrikson & Byron P.A., as counsel; Alliance Management as business and financial consultant; and Winthrop & Weinstine, P.A., as special counsel. On Jan. 9, 2015, the Office of the United States Trustee appointed an Official Committee of Unsecured Creditors comprised of: (a) Teamvantage Molding LLC; (b) Watson-Marlow, Inc.; and (c) the Vergent Products. The United States Trustee has designated Cathy Longtin of Teamvantage Molding LLC as acting chairperson, and the Committee selected Ms. Longtin as permanent chairperson. HORIZON PHARMA: S&P Assigns ‘B’ CCR, Outlook Stable ------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Horizon Pharma PLC. The outlook is stable. S&P also assigned a 'BB-' issue-level and '1' recovery rating to U.S.-based subsidiary Horizon Pharma Inc.'s senior secured term loan. The '1' recovery rating indicates expectations of very high (90% to 100%) recovery in the event of a default. In addition, S&P assigned a 'B-' issue-level and '5' recovery rating to Horizon Pharma Inc.'s senior unsecured notes. The '5' recovery rating indicates expectations of modest (10% to 30%, in the lower half of the range) recovery in a default. At the same time, S&P assigned a 'CCC+' debt and '6' recovery rating to Horizon Pharma Investment Ltd.'s convertible notes. The '6' recovery rating indicates expectations of negligible (0% to 10%) recovery in a default. "The 'B' corporate credit rating on specialty pharmaceutical company Horizon Pharma PLC (Horizon) is based on our assessments of a 'weak' business risk profile and a 'highly leveraged' financial risk profile," said Standard & Poor's credit analyst Arthur Wong. The rating also reflects S&P's assessment that Horizon's financial risk profile is more reflective of a B corporate credit rating than a B- corporate credit rating. Horizon specializes in acquiring and marketing legacy and niche branded pharmaceuticals with at least five years of patent protection remaining and the potential for patent extension or expansion into additional indications. The company seeks to enhance the value of its acquired products through the implementation of price increases and additional sales efforts. The stable outlook on Horizon reflects the company's relatively short track record of successfully acquiring underpromoted products and subsequently growing the sales and EBITDA margin of the acquired products. S&P also projects that Horizon will continue to remain acquisitive as it seeks to build its core pharmaceutical and orphan drug portfolios. Standard & Poor's could lower the ratings if the company's margins fall short of its base-case expectations as a result of integration difficulties or successful patent challenges to one of its larger selling products. A higher rating is unlikely over the next year. The company's business risk is constrained by its small scale and narrow product and therapeutic focus. Standard & Poor's would contemplate a positive outlook should the company significantly exceed its base-case expectations for deleveraging, dropping leverage to the under-5x area longer term, and establish a continued track record of success in growing sales of acquired products. INTERNATIONAL AUTOMOTIVE: S&P Cuts Corp. Credit Rating to ‘B’ ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it has lowered its corporate credit rating on Luxembourg-based global auto supplier International Automotive Components Group S.A. to 'B' from 'B+'. The outlook is stable. S&P said, "At the same time, our 'B' issue-level rating on the company's senior secured notes remains unchanged but we have revised the recovery rating to 4 from 5, indicating our expectations for average (30%-50%; upper half of the range) recovery of principal in the event of a default." "The downgrade incorporates our "vulnerable" assessment of IAC's business risk profile," said Standard & Poor's credit analyst Lawrence Orlowski. "As a supplier that primarily focuses on vehicle interiors, IAC's business is capital intensive and characterized by high fixed costs, volatile raw material costs, and pricing pressure from customers and competitors," said Mr. Orlowski. Moreover, IAC faced capacity constraints and launched multiple new programs during 2014, limiting its margin expansion despite a 7.4% increase in revenue compared with 2013. S&P believes that some of these operational pressures will persist in 2015. The stable outlook on IAC reflects S&P' view that the company's financial metrics should stay in line with its expectations for the current rating, namely a debt leverage metric of less than 4.0x and a FOCF-to-debt ratio of at least 5%. S&P said, "We could lower our ratings if IAC's FOCF-to-debt ratio were to fall below 5%, or if we believe that its debt-to-EBITDA metric, including our adjustments, would exceed 5x on a sustained basis rather than stay flat or decline. This could occur because of a downturn in global light vehicle production or a potential increase in raw material prices. "We could raise our ratings if we believe that the company was able improve its business risk profile by realizing operational efficiencies and achieving better pricing power. This would be demonstrated by steady EBITDA margin expansion. In addition, we would expect the company to continue to improve its ability to recover raw material costs with its customers." JPH LAS VEGAS: Court to Consider NHI's Lift Stay Motion Today ------------------------------------------------------------- The U.S. Bankruptcy Court in Nevada will hold a hearing today to consider the request of Nightingale Holdings, Inc. to lift the automatic stay with respect to a property owned by JPH Las Vegas LLC. The property, which consists of two parcels of undeveloped land, serves as collateral for two JPH loans purchased by Nightingale through Community Bank of Nevada. As of March 3, JPH owes its secured creditor more than $7.9 million, court filings show. JPH's bankruptcy filing on Feb. 4 automatically halted a foreclosure sale of the property, which was supposed to be conducted within that day. Under Section 362 of the Bankruptcy Code, the filing of a bankruptcy case triggers an injunction against the continuance of an action by any creditor against the debtor or its property. The automatic stay gives the debtor protection from its creditors subject to the oversight of the bankruptcy judge. In an objection filed with the bankruptcy court, Nightingale said relief from the automatic stay is warranted since its interest in the collateral is not "adequately protected" and that the property is not necessary for JPH's reorganization. In response, JPH argued its secured creditor is "more than adequately protected" given the company's ability to obtain financing and make additional payments, and what it is capable of achieving through a potential plan of reorganization. About JPH Las Vegas Based in Los Angeles, JPH Las Vegas LLC filed for Chapter 11 bankruptcy on Feb. 4, 2015 (Bankr. D. Nev. Case No.: 15-10522). Judge August B. Landis presides the Debtor's bankruptcy case. Matthew C. Zirzow, Esq., at Larson & Zirzow LLC, represents the Debtor in its case. The Debtor both estimated assets and liabilities between $10 million and $50 million. KARMALOOP INC: Gets Nod For Ch. 11 Sale Plan With May Auction ------------------------------------------------------------- Law360 reported that U.S. Bankruptcy Judge Mary F. Walrath on April 15 agreed to greenlight Karmaloop Inc.'s plans for a Chapter 11 sale with senior secured lenders stepping in as the stalking horse bidder for an auction that would take place shortly after Memorial Day. At a hearing in Wilmington, Judge Walrath said that she would sign a revised bid procedures order after learning that objections to the sale plan from the official committee of unsecured creditors had been resolved. 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. The U.S. Trustee for Region 3 appointed five creditors of Karmaloop Inc. to serve on the official committee of unsecured creditors. KIOR INC: Bid for $14MM in Add'l Loans Facing Objections -------------------------------------------------------- The Mississippi Development Authority filed an objection to KiOR, Inc.'s motion to obtain an additional $14 million in superpriority secured post-petition financing and extension of the plan effective date deadline to Sept. 30, 2015. Counsel for the MDA, Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, notes that on Jan. 16, 2015, during the Final DIP Hearing concerning approval of the initial $15 million DIP Facility, the Court found that approval of the DIP Facility presented a close case. However, the Court authorized the initial DIP Facility in order to allow the Debtor and the Khosla Parties an opportunity to attempt to confirm the First Amended Chapter 11 Plan of Reorganization they had submitted prior to the Final DIP Hearings. The Final DIP Order entered by the Court set Feb. 12, 2015 as the deadline for confirmation of the proposed plan. The Final DIP Order also set Feb. 27, 2015 as the deadline for the effective date of such plan. Mr. Meloro notes that now, after failing to promptly pursue confirmation of the proposed First Amended Plan, and allowing the exclusivity period to expire, the Debtor and Khosla Parties are back. This time they seek approval of an additional $14 million in superpriority secured post-petition financing and extension of the plan effective date deadline to Sept. 30, 2015. The Debtor and the Khosla Parties have also proposed a new Second Amended Chapter 11 Plan of Reorganization, but this new plan is no more feasible than the prior proposed plans. Among other things, there is still no committed exit funding. According to the MDA, the additional $14 million in DIP funding proposed by the Debtor and the Khosla Parties should not be authorized. "The stated purpose of the Additional DIP Funding is to finance pursuit of unnecessary litigation against the MDA in the Debtor's bankruptcy case. As evidenced by the $7.6 million budget for legal and professional fees attached to the Additional DIP Financing Motion, such litigation will be expensive. It will also (a) be time consuming, (b) prejudice the substantive rights of creditors and parties in interest, (c) provide no reasonable certainty of resolution or reorganization, and (d) substantially increase potential superpriority adequate protection and deficiency claims against the bankruptcy estate. Moreover, the bankruptcy estate has no revenues and no assets from which to pay any such additional superpriority claims. Furthermore, while increased funding further subordinates other creditors to the superpriority claims of the Khosla Parties, there is no potential corresponding benefit for the non-insider creditors of the bankruptcy estate," the MDA tells the Court. The MDA also avers that more importantly, adding an additional $14 million in superpriority claims to fund litigation is wholly unnecessary. In the proposed DIP Amendment the Khosla Parties state that, if such litigation does not go forward, the Khosla Parties will simply seek to purchase the Debtor's assets and operations. Specifically, the proposed DIP Amendment provides that if the Court does not make a determination that obligations owed to the MDA are dischargeable or does not "allow the Borrower to remain in the Chapter 11 Case, without going forward with the timely prosecution of a plan", then the Khosla Parties "shall negotiate in good faith with the Borrower to acquire substantially all of the Borrower's assets that are subject to the DIP Liens in satisfaction of the DIP Obligations." Let them do so now and avoid months of costly litigation and unwarranted delays that would unfairly prejudice and adversely affect the substantive rights of other creditors, while accomplishing nothing of value for the bankruptcy estate. According to the MDA, upon sale of the Debtor's operational assets as proposed by the Khosla Parties, an appropriate neutral estate fiduciary, serving the best interests of all creditors, not just Vinod Khosla, can be appointed by the Court to efficiently and fairly administer the bankruptcy estate. Attorneys for the MDA can be reached at: GREENBERG TRAURIG, LLP Dennis A. Meloro, Esq. The Nemours Building 1007 North Orange Street, Suite 1200 Wilmington, DE 19801 Telephone: (302) 661-7000 Facsimile: (302) 661-7360 E-mail: MeloroD@gtlaw.com - and - David B. Kurzweil, Esq. R. Kyle Woods, Esq. Terminus 200 3333 Piedmont Road, NE, Suite 2500 Atlanta, GA 30305 Telephone: (678) 553-2680 Facsimile: (678) 553-2681 E-mail: KurzweilD@gtlaw.com WoodsK@gtlaw.com - and – Shari L. Heyen, Esq. 1000 Louisiana, Suite 1700 Houston, TX 77002 Telephone: (713) 374-3564 Facsimile: (713) 818-3795 E-mail: HeyenS@gtlaw.com - and – MCCRANEY MONTAGNET QUIN & NOBLE, PLLC Douglas C. Noble, Esq. William M. Quin II, Esq. 602 Steed Road, Suite 200 Ridgeland, MS 39157 Telephone: (601) 707-5725 Facsimile: (601) 510-2939 E-mail: Dnoble@mmqnlaw.com Wquin@mmqnlaw.com A full-text copy of MDA's objection is available for free at: http://bankrupt.com/misc/KiOR_Obj_MDA_14M_DIP.pdf Another party, Robert C. Dalton, also submitted an objection to the Debtor's motion to enter into a first amendment to the DIP financing agreement. A copy of the objection is available for free at http://bankrupt.com/misc/KiOR_Obj_Dalton_14M_DIP.pdf About KiOR Inc. KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are development stage, renewable fuels companies based in Pasadena, Texas and Columbus, Mississippi, respectively. KiOR, Inc., was founded in 2007 as a joint venture between Khosla Ventures, LLC, and BIOeCon B.V. KiOR Inc.'s primary business is the development and commercialization of a ground-breaking proprietary technology designed to generate a renewable crude oil from non-food cellulosic biomass. KiOR, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 14-12514) on Nov. 9, 2014, in Delaware. Through the chapter 11 case, the Debtor intends to reorganize its business or sell substantially all of its assets so that it can continue its core research and development activities. KiOR Columbus did not seek bankruptcy protection. The Debtor disclosed $58.3 million in assets and $261 million in liabilities as of June 30, 2014. The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley, Esq., and Eric M. English, Esq., at King & Spalding, LLP, in Houston, Texas; and John Henry Knight, Esq., Michael Joseph Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. The Debtor's financial advisor is Alvarez & Marsal. Guggenheim Securities, LLC, is the Debtor's investment banker. Epiq Bankruptcy Solutions, LLC, is the Debtor's claims and noticing agent. Pasadena Investments, LLC, as administrative agent for a consortium of lenders, committed to provide up to $15 million in postpetition financing. The DIP Agent is represented by Thomas E. Patterson, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California, and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. * * * Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware will convene a hearing on June 3, 2015, at 10:00 a.m. (EDT), to consider confirmation of Kior's reorganization plan. Judge Sontchi approved the disclosure statement explaining the Plan on April 9. The Plan provides for secured lenders including Sun Microsystems founder Vinod Khosla's Khosla Ventures III LP to own the reorganized business in exchange for $29 million in bankruptcy financing and some of the secured debt they hold. Unsecured creditors will split the $100,000 to be provided to a liquidating trust. Continuing suppliers will receive 50 percent. LEVI STRAUSS: S&P Assigns BB Rating to $475MM Unsecured Notes ------------------------------------------------------------- Standard & Poor's Ratings Services said it has assigned its 'BB' ratings to San Francisco-based Levi Strauss & Co.'s issuance of $475 million senior unsecured notes due 2025. The recovery rating of '4' on the unsecured instruments indicates S&P's expectation of average recovery (30% to 50%, at the high end of the range) in the event of a payment default. The company will use the proceeds of the new notes, together with balance sheet cash and a draw on an unrated revolver, to redeem the $525 million 7.625% senior unsecured notes due May 2020 and pay transaction fees and expenses. S&P expects the new notes to have a less restrictive covenant structure than the redeemed notes. S&P's 'BB' corporate credit rating on Levi Strauss is unchanged by the new debt issuance. The outlook is stable. The ratings reflect its strong credit measures from consistent operating performance, solid market positions in jeanswear categories, and global operations as well as its participation in the highly competitive apparel industry. LIGHTSQUARED INC: Losses Since Bankruptcy Top $2 Billion -------------------------------------------------------- Joseph Checkler at Daily Bankruptcy Review reports that LightSquared Inc.'s bankruptcy has hit another milestone: $2 billion in losses since Philip Falcone's wireless venture filed for Chapter 11 protection in May 2012. In an April 15, filing with U.S. Bankruptcy Court in Manhattan, LightSquared said it lost $72.7 million in March, bringing its total loss since filing for bankruptcy to $2.07 billion, according to Daily Bankruptcy Review reports. About LightSquared Inc. LightSquared Inc. and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on May 14, 2012, to resolve regulatory issues that have prevented it from building its coast-to-coast integrated satellite 4G wireless network. LightSquared had invested more than $4 billion to deploy an integrated satellite-terrestrial network. In February 2012, however, the U.S. Federal Communications Commission told LightSquared the agency would revoke a license to build out the network as it would interfere with global positioning systems used by the military and various industries. In March 2012, the Company's partner, Sprint, canceled a master services agreement. LightSquared's lenders deemed the termination of the Sprint agreement would trigger cross-defaults under LightSquared's prepetition credit agreements. LightSquared and its prepetition lenders attempted to negotiate a global restructuring that would provide LightSquared with liquidity and runway necessary to resolve its issues with the FCC. Despite working diligently and in good faith, however, LightSquared and the lenders were not able to consummate a global restructuring on terms acceptable to all interested parties. Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to the Debtors. Alvarez & Marsal North America, LLC, is the financial advisor. Kurtzman Carson Consultants LLC serves as claims and notice agent. * * * Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York on Jan. 20, 2015, approved the Second amended specific disclosure statement explaining Lightsquared Inc., et al.'s second amended joint plan, after determining that the disclosures contain adequate information within the meaning of Section 1125(a) of the Bankruptcy Code. As previously reported by The Troubled Company Reporter, the Debtors, in December, filed a joint plan and disclosure statement, which contemplate, among other things, (A) new money investments by the New Investors in exchange for a combination of preferred and common equity, (B) the conversion of the Prepetition LP Facility Claims into new second lien debt obligations, (C) the repayment in full, in cash, of the Inc. Facility Prepetition Inc. Facility NonSubordinated Claims immediately following confirmation of the Plan, (D) the payment in full, in cash, of LightSquared's general unsecured claims, (E) the provision of $1.25 billion in new money working capital for the Reorganized Debtors, (F) the assumption of certain liabilities, (G) the resolution of all inter-Estate disputes, and (H) the contribution by Harbinger of the Harbinger Litigations. Judge Chapman commenced a hearing on March 9, 2015, to consider confirmation of the amended joint plan filed by Lightsquared Inc. and its debtor-affiliates together with Fortress Credit Opportunities Advisor LLC, Harbinger Capital Partners LLC, and Centerbridge Partners LP. Judge Chapman, in later March, approved LightSquared Inc.'s Chapter 11 reorganization plan, capping a bankruptcy odyssey for Philip Falcone's ambitious wireless venture that filed for bankruptcy nearly three years ago. U.S. Bankruptcy Judge Shelley C. Chapman in New York, in late March, approved LightSquared Inc.'s Chapter 11 reorganization plan, capping a bankruptcy odyssey for Philip Falcone's ambitious wireless venture that filed for bankruptcy nearly three years ago. LONGVIEW POWER: Files Supplements to 2nd Amended Plan ----------------------------------------------------- Longview Power, LLC, et al., filed plan supplements in support of the Debtors' Second Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (with Technical Modifications), filed in the Chapter 11 cases on March 9, 2015. The Court on March 16, 2015, entered an order confirming the Plan. The Debtors filed the plan supplements following discussions with certain contract parties. Copies of the documents are available for free at: http://bankrupt.com/misc/LongView_PS_Modifications.pdf http://bankrupt.com/misc/LongView_PS_Credit_Agreement.pdf http://bankrupt.com/misc/LongView_PS_New_Org.pdf About Longview Power Longview Power LLC is a special purpose entity created to construct, own, and operate a 695 MW supercritical pulverized coal-fired power plant located in Maidsville, West Virginia, just south of the Pennsylvania border and approximately 70 miles south of Pittsburgh. The project is owned 92% by First Reserve Corporation (First Reserve or sponsor), a private equity firm specializing in energy industry investments, through its affiliate GenPower Holdings (Delaware), L.P., and 8% by minority interests. Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case 13-12211) on Aug. 30, 2013. The petitions were signed by Jeffery L. Keffer, the Company's chief executive officer, president, treasurer and secretary. The Debtor estimated assets and debts of more than $1 billion. Judge Brendan Linehan Shannon presides over the case. Kirkland & Ellis LLP and Richards, Layton & Finger, P.A., serve as the Debtors' counsel. Lazard Freres & Company LLC acts as the Debtors' investment bankers. Alvarez & Marsal North America, LLC, is the Debtors' restructuring advisors. Ernst & Young serves as the Debtors' accountants. The Debtors' claims agent is Donlin, Recano & Co. Inc. The Debtor disclosed assets of $1.72 billion plus undisclosed amounts and liabilities of $1.08 billion plus undisclosed amounts. A committee of unsecured creditors has not been appointed in the case due to insufficient response to the U.S. Trustee's communication/contact for service on the committee. Judge Brendan Linehan Shannon on March 16, 2015, confirmed the Debtors' Second Amended Joint Plan of Reorganization. The Plan incorporates the settlement among the Debtors, First American Title Insurance Company, and their contractors Amec Foster Wheeler North America, Kvaerner, and Siemens Energy, Inc. MUNDY RANCH: Directed to Comply with Plan and Pay Rabo ------------------------------------------------------ Rabo Agrifinance, Inc., filed with the U.S. Bankruptcy Court for the District of New Mexico a motion to enforce implementation of Mundy Ranch's confirmed Chapter 11 plan. Rabo previously prevailed against Debtor in an adversary proceeding in which Rabo sought payment of a $10,000 prepayment premium, plus $14,943 in fees. The Debtor has not paid those amounts as required by the Court's orders and by Debtor's confirmed Chapter 11 plan. Accordingly, Rabo sought an order directing Debtor to pay the amount due. Following a preliminary hearing on March 26, 2015 at 11:00 a.m., Judge Robert H. Jacobvitz ordered that: 1. The Debtor is directed to confer in good faith with Rabo to make arrangements to pay the $10,000 prepayment premium, plus $14,943 in fees, as previously ordered by the Court. 2. In the event the parties cannot agree on such arrangements or Debtor fails to pay the amounts Debtor has been ordered to pay, Rabo can foreclose any judgment lien arising from the adversary proceeding in the Bankruptcy Court. If Rabo takes such measures to recover payment from Debtor, the Court will consider awarding attorneys' fees to Rabo as a sanction for Debtor's failure to comply with its previous orders. About Mundy Ranch Mundy Ranch Inc. -- http://www.mundyranch.com/-- is a family-owned corporation organized under the laws of the State of New Mexico with its principal place of business in Rio Arriba County, New Mexico. Mundy Ranch sells undeveloped parcels of real property in northern New Mexico which together occupy approximately 6,000 acres of land. The majority of the land consists of an undivided 5,500 acre parcel, which is also called Mundy Ranch. Mundy Ranch scheduled the Mundy Ranch Parcel as having a value of $17,000,000, with secured claims against the Mundy Ranch Parcel in the amount of $2,095,000. Mundy Ranch generates substantially all of its revenue from developing and selling parcels of land. It generates a small amount of revenue by selling Christmas trees. Mundy Ranch, Inc., filed a Chapter 11 petition (Bankr. D. N.M. Case No. 12-13015) in Albuquerque, New Mexico. The Law Office of George Dave Giddens, PC, in Albuquerque, serves as counsel to the Debtor. The Debtor estimated assets of $10 million to $50 million and debts of up to $10 million. Judge Robert Jacobvitz confirmed on June 2, 2014, the Debtor's Second Amended Plan of Reorganization dated May 2, 2014, as modified. NAARTJIE CUSTOM: Wants Exclusive Right to File Plan Until June 9 ---------------------------------------------------------------- Naartjie Custom Kids, Inc., is seeking an extension of its exclusive periods to file a chapter 11 plan until June 9, 2015, and solicit acceptances for that plan until Aug. 10. Explaining its request for a second extension, the Debtor said it needs additional time to negotiate a consensual resolution of the case either through a structured dismissal or through a chapter 11 plan. To date, the Debtor has spent substantial time seeking to sell its assets to maximize value before the value of those assets diminished. Now, the Debtor is working with its creditor constituents to consensually resolve the case, to close the sale of its intellectual property and interests in ZA One to Truworths Limited, to complete the claims reconciliation process, to establish the universe of allowable administrative expense claims, and to wind up the Debtor's affairs. The Debtor in represented by: Annette W. Jarvis, Esq. Peggy Hunt, Esq. Michael F. Thomson, Esq. Jeffrey M. Armington, Esq. DORSEY & WHITNEY LLP 136 South Main Street, Suite 1000 Salt Lake City, UT 84101-1685 Tel: (801) 933-7360 Fax: (801) 933-7373 E-mail: jarvis.annette@dorsey.com hunt.peggy@dorsey.com thomson.michael@dorsey.com armington.jeff@dorsey.com About Naartjie Custom Kids Naartjie Custom Kids, Inc., which designs, manufactures and sells children's clothing, accessories and footwear for ages newborn through 10 years old, sought protection under Chapter 11 of the Bankruptcy Code on Sept. 12, 2014 (Bankr. D. Utah Case No. 14- 29666). The case is assigned to Judge William T. Thurman. The Debtor's counsel is Annette W. Jarvis, Esq., Jeffrey M. Armington, Esq., Benjamin J. Kotter, Esq., and Michael F. Thomson, Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah. The Official Committee of Unsecured Creditors is represented by Pachulski Stang Ziehl & Jones LLP as its counsel. Ray Quinney & Nebeker P.C. serves as local counsel. FTI Consulting, Inc. serves as its financial advisor. NATIONAL AGGREGATES: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: National Aggregates LLC Ste 101, 251 N. Peters Rd Knoxville, TN 37923 Case No.: 15-31248 Chapter 11 Petition Date: April 20, 2015 Court: United States Bankruptcy Court Eastern District of Tennessee (Knoxville) Debtor's Counsel: James H. Price, Esq. LACY, PRICE & WAGNER, P.C. 249 N. Peters Road, Suite 101 Knoxville, TN 37923 Tel: 865-246-0800 Fax: 8656908199 Email: jprice@lpwpc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David Everhart, president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. NII HOLDINGS: Files Black-lined Copy of Amended Plan ---------------------------------------------------- Following entry into a sale transaction for their operations in Mexico to an affiliate of AT&T for $1.875 billion, NII Holdings Inc., et al., together with its official committee of unsecured creditors, filed a First Amended Joint Plan of Reorganization on March 13, 2015. The Amended Plan provides improved recoveries and recoveries that include cash distributions. On April 2, the Debtors served notice of filing of clean and black-line versions of the First Amended Plan and Disclosure Statement. The black-lined copies reflect changes made to the Disclosure Statement and Plan. A copy of the document is available for free at: http://bankrupt.com/misc/NII_H_Blackline_Am_Plan.pdf 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 Jones Day's Scott J. Greenberg, Esq. and Michael J. Cohen, Esq., 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 panel is represented by Kenneth H. Eckstein, Esq. and Adam C. Rogoff, Esq. of Kramer Levin Naftalis & Frankel LLP. Kurtzman Carson Consultants LLC is the panel's information agent. * * * On Nov. 24, 2014, the Debtors filed a first plan support agreement. On Dec. 22, 2014, the Debtors filed a plan of reorganization. On Jan. 26, 2015, the Debtors reached agreement for the sale of their operations in Mexico, operated by non-debtor Comunicaciones Nextel de México, S.A. de C.V., to an affiliate of AT&T for $1.875 billion, subject to (a) the approval of the Court and (b) regulatory approvals in Mexico. As a result of the sale transaction, the Debtors on March 13, 2015, filed the First Amended Plan. The sale transaction was approved on March 23, 2015. NII HOLDINGS: June 3 Hearing on New Plan Support Agreement ---------------------------------------------------------- NII Holdings Inc., et al., will ask the U.S. Bankruptcy Court for the Southern District of New York at a hearing on June 3, 2015, at 10:00 a.m. (Eastern Time) for approval to enter into a plan support agreement in connection with the Chapter 11 plan following the sale of their Mexico operations. Objections or responses are due May 20, 2015 at 4:00 p.m. The Debtors' entry into the current Plan Support Agreement (the "PSA"), which incorporates the agreed terms of a chapter 11 plan, is a significant milestone in these cases and a positive step towards the Debtors' successful restructuring. Importantly, creditors holding over 70% of the senior unsecured notes issued by NII Capital Corp. (the "Capco Notes") and over 72% of the senior unsecured notes issued by NII International Telecom S.C.A. (the "Luxco Notes") are party to the PSA. In addition, the PSA is supported by the official committee of unsecured creditors appointed in the cases, which includes as members the indenture trustees for all series of the Notes and the largest holders of Notes. Scott J. Greenberg, Esq., at Jones Day, explains that the PSA and the Plan Term Sheet reflect a settlement of complex inter-estate and inter-creditor disputes that have been the subject of extensive and vigorous negotiations beginning pre-petition and continuing post-petition, absent which these bankruptcy cases would require extensive and potentially prohibitively expensive litigation to the detriment of the Debtors' estates and all stakeholders. The Debtors believe that, through implementing the agreement set forth in the PSA and the Plan Term Sheet, they will be able to strengthen their balance sheet and emerge as a viable and competitive business in the coming months. Under the Plan Term Sheet, holders of the Capco Notes and the Luxco Notes will receive a combination of (a) cash, representing a portion of the net proceeds received from the sale of the entirety of the Debtors' interest in their business in Mexico, and (b) equity interests in Reorganized NII. At the same time, the Debtors' estates will (a) avoid the incurrence of significant litigation cost and delay in connection with litigation of the Potential Litigation Claims, (b) complete the consummation of the Sale Transaction (as defined below), (c) benefit from having obtained postpetition financing pending the closing of the Sale Transaction, (d) eliminate approximately $4.35 billion of senior unsecured notes and (e) exit bankruptcy protection expeditiously and with sufficient liquidity to execute their business plan. The Debtors have done exactly what they are supposed to do in the exercise of their fiduciary duties -- they have driven their stakeholders to a resolution of the numerous complex issues in these chapter 11 cases that will allow the Debtors to emerge from bankruptcy in a value-maximizing manner. Significantly, certain of the Debtors creditors that had not joined the Prior PSA -- specifically, the Luxco Group -- now support the terms set forth in the PSA and the Plan Term Sheet. The Debtors firmly believe that the plan of reorganization contemplated by the PSA and the Plan Term Sheet provides the Debtors with the best opportunity to achieve confirmation after more than a year of protracted negotiations with their majority creditors and the Creditors' Committee, among others. Accordingly, the Debtors submit that it is a reasonable and appropriate exercise of their business judgment to enter into the PSA and fulfill their obligations thereunder to prosecute the First Amended Plan. A copy of the Motion is available for free at: http://bankrupt.com/misc/NII_H_Motion_New_PSA.pdf 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 Jones Day's Scott J. Greenberg, Esq. and Michael J. Cohen, Esq., 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 panel is represented by Kenneth H. Eckstein, Esq. and Adam C. Rogoff, Esq. of Kramer Levin Naftalis & Frankel LLP. Kurtzman Carson Consultants LLC is the panel's information agent. * * * On Nov. 24, 2014, the Debtors filed a first plan support agreement. On Dec. 22, 2014, the Debtors filed a plan of reorganization. On Jan. 26, 2015, the Debtors reached agreement for the sale of their operations in Mexico, operated by non-debtor Comunicaciones Nextel de México, S.A. de C.V., to an affiliate of AT&T for $1.875 billion, subject to (a) the approval of the Court and (b) regulatory approvals in Mexico. As a result of the sale transaction, the Debtors on March 13, 2015, filed the First Amended Plan. The sale transaction was approved on March 23, 2015. NORTH AMERICAN PALLADIUM: Gets NYSE Listing Non-Compliance Notice ----------------------------------------------------------------- North American Palladium Ltd. on April 17 disclosed that it has received a notice from the NYSE MKT LLC advising it that the Company is no longer in compliance with the NYSE MKT's continued listing standards applicable to its common shares. On April 16, 2015 trading in the Company's common shares on the NYSE MKT was suspended as a result of low trading prices. The staff of NYSE Regulation, Inc. have determined to commence proceedings to delist the common shares of the Company from the NYSE MKT. The Company's common shares continue to trade on the Toronto Stock Exchange under the symbol PDL, and on the OTC Market under the symbol PALDF. As previously disclosed, NAP is continuing normal business operations at its Lac des Iles mine and the Company's obligations to employees, trade creditors, equipment leases and suppliers will not be affected. The strategic review process to solicit interest in a sale of the Company is ongoing. About North American Palladium NAP is an established precious metals producer that has been operating its Lac des Iles mine (LDI) located in Ontario, Canada since 1993. LDI is one of only two primary producers of palladium in the world, offering investors exposure to palladium. The Company's shares trade on the TSX under the symbol PDL and on the OTC Market under the symbol PALDF. OCWEN FINANCIAL: S&P Puts 'B' Issuer Credit Rating on Watch Neg. ---------------------------------------------------------------- Standard & Poor's Ratings Services said it placed its 'B' issuer credit rating on OCWEN Financial Corp. on CreditWatch with negative implications. S&P also placed its 'B+' rating on Ocwen's senior secured term loan and 'CCC+' rating on its senior unsecured notes on CreditWatch with negative implications. At the same time, S&P affirmed its 'B+' rating on Altisource Portfolio Solutions S.A. The outlook on Altisource remains negative. "We believe it is likely that Ocwen's independent auditors will include an explanatory paragraph in the firm's Dec. 31, 2014, audit that discusses Ocwen's ability to operate as a "going concern," indicating the auditor has questions about the the firm's ability to remain financially viable over the next 12 months," said Standard & Poor's credit analyst Richard Zell. According to Ocwen, of primary focus are the auditor's questions regarding Ocwen's residential servicer ranking with two of the three primary nationally recognized statistical rating organizations (NRSROs), including Standard & Poor's. Two of the primary NRSROs, including Standard & Poor's, have negative outlooks on their residential servicer ranking for Ocwen. A third NRSRO has already lowered its servicer ranking on Ocwen. A servicer ranking assesses a servicer's overall ability to effectively manage loans on behalf of mortgage investors. Separately from assigning an issuer credit rating to Ocwen and ratings on its debt, Standard & Poor's also assigns servicer rankings to Ocwen Loan Servicing LLC. Standard & Poor's financial institutions ratings practice assess the creditworthiness of Ocwen, while a separate group acts independently in assigning servicer rankings. Standard & Poor's servicer rankings on Ocwen Loan Servicing are AVERAGE with a negative outlook. In some cases, if specific provisions in servicing agreements are breached, mortgage investors could demand that the backup servicer take over primary servicing responsibilities. In approximately 700 of the firm's more than 4,000 servicing contracts the lowering of servicer rankings by one or two of the three primary NRSROs triggers a provision that could allow investors to transfer servicing. Ocwen has established a successful track record of retaining servicing contracts despite the firm's well-publicized difficulties. To date, approximately 1% of the agreements eligible for servicing transfer, as a result of the most recent NRSRO downgrade, have done so. However, mounting negative pressure, including the potential for a "going concern" opinion and servicer ranking outlooks currently on negative with the potential for downgrades, could have a significant impact on the company's ability to retain a portion of mortgage servicing contracts, negatively impacting revenue. Ocwen is currently in the process of replacing a lender that provides a portion of the company's non-agency servicer advance funding. Although S&P believes that Ocwen is close to finalizing advance line terms with new lenders, further negative news may result in a loss of credit confidence and lenders invalidating commitments. Additionally, a portion of the firm's non-agency servicer advance lines mature in November of this year, introducing further refinancing risk if bank lenders lose confidence in Ocwen's ability to remain viable. S&P recognizes that Ocwen has been liquidating mortgage servicing rights related to government-sponsored enterprises (GSEs), providing substantial amounts of cash flow when the deals close. S&P expects Ocwen will continue to strategically liquidate both GSE and other portfolios, resulting in reduced debt outstanding. Altisource is closely aligned with the financial prospects of Ocwen -- approximately 60% of the firm's revenue is tied to real estate technology services purchased by Ocwen. However, S&P believes that the current challenges facing Ocwen does not represent a near-term risk to Altisource. Additionally, S&P does not believe that Altisource's existence as an organization is inextricably tied to the financial health of Ocwen. However, a loss of the company's largest customer would likely result in a change to the firm's business position, possibly resulting in a downgrade. S&P could lower the rating on Ocwen if a "going concern" pronouncement or the inability to obtain funding commitments on the firm's0 non-agency mortgage servicing advance lines result in weakening Ocwen's credit profile due to a material loss of funding or revenue, or a reduction in the firm's liquidity position. S&P will not necessarily lower the rating immediately after a "going concern" pronouncement -- if one is made -- but plan to assess whether such a pronouncement would make it difficult for Ocwen to renew its advanced funding lines. S&P expects to resolve the CreditWatch listing most likely before the end of this summer. S&P said, "We could resolve the CreditWatch listing and assign a negative outlook if Ocwen is able to retain meaningful levels of funding and prevent a significant loss of revenue associated with the "going concern" provision. "We could raise the rating on Ocwen if proceeds from the sale of GSE servicing assets are used to significantly reduce the firm's leverage profile. "We could lower the rating on Altisource if additional scrutiny on Ocwen were to alter the relationship between the two companies in a way that we expected would weaken Altisource's earnings capacity. For instance, we could lower the rating if we expected reduced property management opportunities or fewer fees from Ocwen to cause leverage to approach 3x from its current 1.5x. Our rating on Altisource is already limited by the company's governance and the potential for conflicts of interest between Ocwen and Altisource. Still, we could lower the rating if the regulatory scrutiny uncovered issues that caused us to take an even more negative view of the company's governance. "We believe an upgrade on Altisource is unlikely in the foreseeable future." OPTIM ENERGY: Blackstone Unit Objects to Bankruptcy-Exit Plan ------------------------------------------------------------- Patrick Fitzgerald at Daily Bankruptcy Review reports that the energy arm of private equity giant Blackstone Group LP is objecting to Optim Energy LLC 's plan to exit bankruptcy through the sale of its two Texas power plants that it says is designed to benefit only Bill Gates 's private investment firm. Optim is controlled by the Microsoft co-founder's Cascade Investment, which has been funding the company's operations and is backing the chapter 11 plan based on the power plant sales, according to the report. 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. OPTIM ENERGY: Wants May 27, 2015 Administrative Claims Bar Date --------------------------------------------------------------- Optim Energy, LLC, et al., ask the U.S. Bankruptcy Court to establish May 27, 2015 at 5:00 p.m., as the deadline for any party filing requests for allowance of administrative claims against the Debtors' estates that arose during the period from the Petition Date until March 31, 2015. On March 18, the Debtors filed a Joint Plan of Reorganization and explanatory Disclosure Statement. The Plan contemplates the potential sale of certain of the Debtors' interests in two gas-fired power plants -- the Altura Cogen Plant and the Cedar Bayou Plant -- through the sale of the reorganized equity of Debtor Optim Energy Generation, LLC at a value to the Debtors in cash of at least $355 million, on terms satisfactory to the Debtors and the Debtors' prepetition secured lender and DIP Lender, which have agreed to fund distributions under the Plan, if confirmed. In the alternative, if the sale of the reorganized equity of Debtor Optim Energy Generation, LLC is not consummated, such reorganized equity will be the nucleus around which some of the Debtors will reorganize. Under either Plan alternative, some of the Debtors will liquidate. In anticipation of confirmation of the Plan, and in order to facilitate making distributions under the Plan, it is important for the Debtors and the Consultation Parties to know the magnitude of Administrative Claims to date. The completed Proof of administrative claim form will be delivered to Prime Clerk by U.S. Postal Service mail or overnight delivery to: Optim Energy, LLC Claims Processing Center c/o Prime Clerk LLC 830 Third Avenue, Ninth Floor New York, NY 10022 Any proof of administrative claim form sent in any other manner, including by facsimile, telecopy, or electronic mail transmission, will not be accepted. 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. OPTIMAS OE: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable --------------------------------------------------------------- Standard & Poor's Ratings Services assigned fastener distributor Optimas OE Solutions Holding LLC its 'B' corporate credit rating. The outlook is stable. At the same time, S&P assigned Optimas' proposed $225 million secured notes its 'B-' issue-level rating, with a recovery rating of '5', indicating its expectation for modest recovery in the event of a payment default. S&P's recovery expectations are in the upper half of the 10% to 30% range. "The outlook is stable, based on our expectation for modest revenue growth and stable margins that will allow the company to maintain leverage at roughly 5x and FFO to debt of 10% to 15%," said Standard & Poor's credit analyst James T Siahaan. "In addtion, we are forecasting stability in the automotive end market over the next two years," he added. Prior to the upcoming carve out, Glenview, Ill.-based Optimas operated as the industrial fasteners unit of cable maker Anixter International Inc. The company distributes fasteners and other "C" class components to its customers in the North American commercial vehicle (30% of 2014 revenue), global luxury automotive (25%), agricultural (7%), power generation (6%), and general industrial (32%) markets. S&P assesses Optimas' business risk profile as "weak." S&P considers the company's financial risk profile to be "highly leveraged" at present. S&P believes Optimas will have "adequate" liquidity to cover its needs over the next 12 to 18 months. S&P could lower the ratings if a downturn in Optimas' cyclical end markets or company-specific operational issues cause deterioration in credit measures, such as leverage near 6x for an extended period, and if the company is unable to generate positive free cash flow. This could occur if the company's gross margins drop by over 100 basis points and remained stagnant without clear prospects for improvement. S&P could also lower the ratings if revolver availability declines and liquidity becomes constrained. S&P could raise the rating if Optimas achieved and remained committed to an adjusted debt to EBITDA ratio of less than 4.5x or an FFO to debt ratio of over 15% for a sustained period. ORLANDO GATEWAY: Case Summary & Largest Unsecured Creditors ----------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Orlando Gateway Partners, LLC 15-03448 5875 Peachtree Industrial Blvd., Suite 340 Norcross, GA 30092 Nilhan Hospitality, LLC 15-03447 5875 Peachtree Industrial Blvd., Suite 340 Norcross, GA 30092 Chapter 11 Petition Date: April 20, 2015 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtors' Counsel: Kenneth D Herron, Jr., Esq. WOLFF, HILL, MCFARLIN & HERRON, P.A. 1851 West Colonial Drive Orlando, FL 32804 Tel: 407-648-0058 Fax: 407-648-0681 Email: kherron@whmh.com Estimated Estimated Assets Liabilities ----------- ----------- Orlando Gateway Partners $10MM-$50MM $10MM-$50MM Nilhan Hospitality $1MM-$10MM $10MM-$50MM Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petitions were signed by Chittranjan Thakkar, manager. A. List of Orlando Gateway's seven Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ SEG Gateway, LLC Judgment $15,376,435 174 W. Comstock Avenue Suite 100 Winter Park, FL 32789 Good Gateway, LLC Judgment $2,500,000 174 W. Comstock Avenue Suite 100 Winter Park, FL 32789 Greenspoon Marder $199,171 Bloom Sugarman Everett, LLP $119,678 Dickinson & Gibbons $102,388 King Blackwell $52,459 Weinstock & Scavo, PC $39,081 B. List of Nilhan Hospitality's eight Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ SEG Gateway, LLC Judgment $15,376,435 174 W. Comstock Avenue Suite 100 Winter Park, FL 32789 Good Gateway, LLC Judgment $2,500,000 174 W. Comstock Avenue Suite 100 Winter Park, Fl 32789 Seito Sushi Celebration, LLC Reimbursement $204,930 Greenspoon Marder $199,171 Bloom Sugarman Everett, LLP $119,678 Dickinson & Gibbons $102,388 King Blackwell $52,459 Weinstock & Scavo, PC $39,081 PETERSBURG REGENCY: Case Summary & 13 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Petersburg Regency LLC 1405 North Broad Street Hillside, NJ 07205 Case No.: 15-17169 Chapter 11 Petition Date: April 20, 2015 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. Vincent F. Papalia Debtor's Counsel: David Edelberg, Esq. NOWELL AMOROSO KLEIN BIERMAN, P.A. 155 Polifly Road Hackensack, NJ 07601 Tel: (201) 343-5001 Fax: 201-343-5181 Email: dedelberg@njbankruptcy.com Total Assets: $10.2 million Total Debts: $33.9 million The petition was signed by Robert Harmon, managing member. List of Debtor's 13 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Advanced Weather Forensics $1,750 Honorable Anthony J. Sciuto $34,000 Maggiano, DiGirolamo & Lizzi Thyssen Krupp Elevator $38,730 Keiter Stephens Hurst Gary $39,574 & Shreaves WCD Group/WCD Consultants LLC $68,945 Specialized Environmental Svc $125,000 Anthony J. Accardi, Esq. $159,550 AH Real Associciates $199,000 William Spier $325,000 R. Oshinsky & Co. $948,063 285 Grand Ave Englewood, NJ 07631 Ramada Worldwide $1,192,900 c/o Wyndham Corp 1 Sylvan Way Parsippany, NJ 07054 James Burt $8,400,000 10 River Farm Road Saddle River, NJ 07458 Robert and Marlene Harmon $11,949,550 898 Old Chester Road Far Hills, NJ 07931 PREMIER GOLF: Files Schedules of Assets and Liabilities ------------------------------------------------------- Premier Golf Properties LP filed with the U.S. Bankruptcy Court its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $44,000,000 B. Personal Property $363,923 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $18,765,217 E. Creditors Holding Unsecured Priority Claims $111,239 F. Creditors Holding Unsecured Non-priority Claims $351,971 ------------ -------------- TOTAL $44,363,923 $19,228,427 Copies of the schedules and amendments are available for free at: http://bankrupt.com/misc/PremierGolf_19_SAL.pdf http://bankrupt.com/misc/PremierGolf_19_SAL_EXH.pdf http://bankrupt.com/misc/PremierGolf_42_amendedSAL_DEF.pdf http://bankrupt.com/misc/PremierGolf_43_amendedSAL_A_B.pdf http://bankrupt.com/misc/PremierGolf_56_amendedSAL_F.pdf http://bankrupt.com/misc/PremierGolf_56_amendedSAL_F_exhibit.pdf About Premier Golf Properties Premier Golf Properties, LP filed a Chapter 11 bankruptcy petition (Bankr. S.D. Cal. Case No. 15-01068) on Feb. 24, 2015. Daryl Idler signed the petition as secretary of Premier Golf Property Management Inc, general partner. Jack Fitzmaurice, Esq., at Fitzmaurice & Demergian, represents the Debtor as counsel. PRISO ACQUISITION: S&P Assigns 'B' CCR, Outlook Stable ------------------------------------------------------ Standard & Poor's Ratings Services said it assigned its 'B' corporate credit rating to PriSo Acquisition Corp. (PrimeSource Building Products Inc.). The outlook is stable. At the same time, Standard & Poor's assigned its 'B+' issue-level rating (one-notch higher than the corporate credit rating) to the company's proposed $325 million first-lien senior secured term loan due 2022 and its 'CCC+' issue-level rating (two-notches lower than the corporate credit rating) to the company's proposed $230 million senior unsecured notes due 2023. The recovery rating on the first-lien senior secured term loan is '2', indicating S&P's expectation of substantial (70% to 90%; upper end of the range) recovery for lenders in the event of a payment default. The recovery rating on the senior unsecured notes is '6', indicating S&P's expectation of negligible (0% to 10%) recovery for lenders in the event of a payment default. "The stable outlook reflects our view that PrimeSource will maintain credit measures consistent with a highly leveraged financial risk profile, with debt leverage remaining in excess of 5x despite improved margins and increased demand in fiscal years 2016 and 2017," said Standard & Poor's credit analyst Pablo Garces. "Our view of financial risk as highly leveraged incorporates the risk of subsequent leveraging in accordance with our criteria for companies owned by financial sponsors." S&P said, "We could consider lowering PrimeSource's rating if credit measures deteriorated significantly, resulting in leverage measures that we would consider on the weak end for the rating. Such an event could take place if the company experienced significantly lower margins due to heightened competition or challenging operating conditions or if it used additional debt to finance an acquisition or dividend to its private equity owners. We could also lower the rating if our view of PrimeSource's "fair" business were negatively affected due to weaker-than-projected performance over the next 12 months. "We consider an upgrade unlikely at this stage. However, we could raise our rating on PrimeSource if it improved and maintained its credit measures to a level we deemed commensurate with an "aggressive" financial risk profile and if we believed the company's sponsor owners would pursue a prudent financial policy in which debt leverage would be sustained below 5x. PROSPECT PARK: May 19 Hearing on Fifth Exclusivity Extension ------------------------------------------------------------ The U.S. Bankruptcy Court will convene a hearing on May 19, 2015, at 3:00 p.m., to consider Prospect Park Networks, LLC's fifth motion to extend its exclusive period to solicit acceptances for the Chapter 11 Plan. Objections, if any, are due April 27. According to the Debtor's counsel, William E. Chipman, Jr., Esq., at Chipman Brown Cicero & Cole, LLP, in Wilmington, Delaware, since the filing of the fourth exclusivity motion, the Debtor and the Official Committee of Unsecured Creditors have made progress toward the selection of a financing source and finalization of a financing arrangement. The Debtor believes that final details will be worked out in short order, and that an amended plan and disclosure statement can be filed within the next thirty days, Mr. Chipman tells the Court. About Prospect Park Networks Prospect Park Networks, LLC, a Los Angeles, Calif.-based talent and management company, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-10520) in Wilmington, on March 10, 2014, estimating $50 million to $100 million in assets, and $10 million to $50 million in debts. The petition was signed by Jeffrey Kwatinetz, president. William E. Chipman, Jr., Esq., and Mark D. Olivere, Esq., at Cousins Chipman & Brown LLP, in Wilmington, Delaware; and John H. Genovese, Esq., Michael Schuster, Esq., and Heather L. Harmon, Esq., at Genovese Joblove & Battista, P.A., serve as the Debtor's bankruptcy counsel. The Debtor also hired Cohn Reznick LLP as an ordinary course professional. The U.S. Trustee for Region 3 selected three creditors to serve on the Official Committee of Unsecured Creditors. Cole, Schotz, Meisel, Forman & Leonard, P.A., serves as the Committee's counsel. PUERTO RICO ELECTRIC: OFG to Take Provision on Credit Line ---------------------------------------------------------- OFG Bancorp on April 17 disclosed that its Oriental Bank subsidiary will place its $200 million participation in a fuel purchase line of credit with the Puerto Rico Electric Power Authority (PREPA) on non-accrual status and will take a $24.0 million provision. Oriental is forced to take the provision because PREPA, despite its increasing ability to meet contractual obligations with creditors, has signaled an unwillingness do so. The provision will impact OFG's earnings per share net of tax by $0.35 for the first quarter ended March 31, 2015. It will impact tangible book value per common share by the same amount, not considering 1Q15 earnings. TBV per common share was $15.25 at December 31, 2014. OFG plans to report 1Q15 results on Friday, April 24, 2015. Jose Rafael Fernandez, President and CEO of OFG and Oriental, said, "Our credit analysis, based principally on data provided by PREPA and its advisors, shows the utility has the financial capability to pay its creditors. However, in the recent negotiation for extending the more than 8-month forbearance period previously granted by its creditors, PREPA clearly demonstrated a reluctance to commit to do so, despite the utility's improved cash flows." Notwithstanding the provision, Mr. Fernandez said OFG and Oriental's regulatory capital ratios remain significantly above requirements for a well-capitalized institution. Oriental's $200 million PREPA exposure was acquired through the late 2012 purchase of BBVA's Puerto Rico operations, and is part of a syndicated $550 million fuel purchase line of credit. About OFG Bancorp Now in its 51st year in business, OFG Bancorp -- http://www.ofgbancorp.com-- is a diversified financial holding company that operates under U.S. and Puerto Rico banking laws and regulations. Its three principal subsidiaries, Oriental Bank, Oriental Financial Services and Oriental Insurance, provide a full range of commercial, consumer and mortgage banking services, as well as financial planning, trust, insurance, investment brokerage and investment banking services, primarily in Puerto Rico, through 53 financial centers. * * * The Troubled Company Reporter on Feb. 4, 2015 reported that Standard & Poor's Ratings Services said that it maintained its 'CCC' rating on the Puerto Rico Electric Power Authority's (PREPA) power revenue bonds on CreditWatch with negative implications. S&P originally placed the rating on CreditWatch on June 18, 2014. On Dec. 15, 2014, TCRLA reported that Fitch is maintaining the $8.6 billion of Puerto Rico Electric Power Authority (PREPA) power revenue bonds on Negative Rating Watch. The bonds are currently rated 'CC'. As reported in the Troubled Company Reporter on Sept. 19, 2014, Moody's Investors Service has downgraded the rating for Puerto Rico Electric Power Authority's (PREPA) $8.8 billion of Power Revenue Bonds to Caa3 from Caa2. This rating action concludes the rating review that Moody's initiated on July 1, 2014. PREPA's rating outlook is negative. QUICKSILVER RESOURCES: Creditors Move to Block Cash Pact Payments ----------------------------------------------------------------- Peg Brickley at the Daily Bankruptcy Review reports that creditors said the cash will be gone in a year if distressed Texas oil-and-gas company Quicksilver Resources Inc. gets its way on a bankruptcy financing package designed to appease senior lenders. The company is seeking court approval of agreements that would require, among other things, the payment of $73 million in interest over the next year to one group of senior lenders, lawyers for creditors say, according to Daily Bankruptcy Review. About Quicksilver Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and production company engaged in the development and production of long-lived natural gas and oil properties onshore North America. Based in Fort Worth, Texas, the company claims to be a leader in the development and production from unconventional reservoirs including shale gas, and coal bed methane. Following more than 30 years of operating as a private company, Quicksilver became public in 1999. The company has U.S. offices in Fort Worth, Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank, Montana. The Company's Canadian subsidiary, Quicksilver Resources Canada Inc., is headquartered in Calgary, Alberta. The Company disclosed $1,214,302,000 in assets and $2,352,173,000 in liabilities as of Dec. 31, 2014. On March 17, 2015, Quicksilver Resources Inc. and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of title 11 of the United States Code in Delaware. The Debtors are seeking joint administration under the main case, In re Quicksilver Resources Inc. Case No. 15-10585. Quicksilver's Canadian subsidiaries were not included in the chapter 11 filing. The Company's legal advisors are Akin Gump Strauss Hauer & Feld LLP in the U.S. and Bennett Jones in Canada. Richards Layton & Finger, P.A., is legal co-counsel in the Chapter 11 cases. Houlihan Lokey Capital, Inc. is serving as financial advisor. Garden City Group Inc. is the claims and noticing agent. RADIOSHACK CORP: Committee Taps Whiteford Taylor as Del. Counsel ---------------------------------------------------------------- The Bankruptcy Court authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of Radioshack Corporation, et al., to retain Whiteford, Taylor & Preston LLC as Delaware Counsel nunc pro tunc to Feb. 13, 2015. Katherine Good, Esq., filed a certification of no objection to the application to retail WTP. The Committee selected Cooley LLP and Quinn Emanuel Uruhart & Sullivan, LLP as lead counsel, and Holihan Lokey Capital, Inc., as its financial advisor. WTP, Cooley and Quinn will coordinate closely to ensure that the legal services provided to the Committee by each firm are not duplicative. The current hourly rates of WTP professionals are: Attorney Status Hourly Rates -------- ------ ------------ Christopher M. Samis partner $515 L. Katherine Good counsel $490 Christine M. McAllistier paralegal $235 To the best of the Committee knowledge, WTP represents no interest adverse to the Committee. The following is provided in response to the request for additional information set forth in Paragraph D.1. of the Revised UST Guidelines: Question: Did you agreed to any variations from, or alternatives to, your standard or customary billing arrangements for the engagement? Response: No. Question: Do any of the professional included in the engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 month prepetition, disclose you billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: WTP did not represent the Committee in the 12 months prepetition. WTP has in the past represented, currently represents and may represent in the future certain Committee members or their affiliates in their capacities as members of official committee in either Chapter 11 cases or individually in matters wholly related to the Chapter 11 cases. Question: Has your client approved your prospective budget and staffing plan and if so for what budget period? Response: Yes. For the period from Feb. 13, 2015, until May 31, 2015. About Radioshack Corporation Headquartered in Fort Worth, Texas, 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 sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. Judge Kevin J. Carey presides over the case. David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki, Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H. Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel. Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors' restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround advisor. Lazard Freres & Co. LLC is the Debtors' investment banker. A&G Realty Partners is the Debtors' real estate advisor. Prime Clerk is the Debtors' claims and noticing agent. In their Petitions, the Debtors disclosed total assets of $1.2 billion, versus total debts of $1.3 billion. Radioshack reported a net loss of $400.2 million in 2013, a net loss of $139 million in 2012, and net income of $72.2 million in 2011. The Company's balance sheet at Aug. 2, 2014, showed $1.14 billion in total assets, $1.21 billion in total liabilities and a $63 million total shareholders' deficit. RADIOSHACK CORP: Texas Presses on Plan to Auction Customer Data --------------------------------------------------------------- Peg Brickley at Daily Bankruptcy Review reports that Texas Attorney General Ken Paxton said a plan to sell the RadioShack Corp. name and customer lists jeopardizes the privacy promises made during the decades when the company pioneered the field of consumer electronics retailing. RadioShack, which filed for bankruptcy protection earlier this year, is shutting down more than half its 4,000-store chain and selling the rest of the business, according to Daily Bankruptcy Review. 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. 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. RESOLUTE ENERGY: S&P Alters Outlook to Neg. & Affirms B- CCR ------------------------------------------------------------ Standard & Poor's Ratings Services revised its rating outlook on Denver, Co.-based exploration and production (E&P) company Resolute Energy Corp. to negative from stable, and affirmed its 'B-' corporate credit rating. At the same time, S&P affirmed its 'B-' issue-level rating on the company's second-lien debt (recovery rating: '3'; upper half of the range) and its 'CCC' issue-level rating on the company's unsecured notes (recovery rating: '6'). "The outlook revision reflects our view that Resolute Energy's leverage will continue to deteriorate over the next two years, approaching levels we would view as unsustainable, if the company is unable to raise significant external capital via asset sales or an equity transaction," said Standard & Poor's credit analyst Carin Dehne-Kiley. "We estimate the company's funds from operations to debt will fall below 10% in 2015 and deteriorate further in 2016," she added. In order to preserve liquidity, the company is spending close to maintenance levels, which should keep production essentially flat this year with a decline in 2016. S&P assesses liquidity as "adequate" based on expected asset sale proceeds and cash flow from operations. In its liquidity assessment, S&P anticipates further reductions to the company's borrowing base later this year. The ratings on Resolute reflect its view of the company's "vulnerable" business risk and "highly leveraged" financial risk profiles. S&P said, "We could lower the rating if we expected FFO to debt to fall to levels we would view as unsustainable in the long term, or if liquidity deteriorated, which would most likely occur if the company does not raise external capital over the next two years. "We could revise the outlook to stable if the company's FFO to debt improved above 12%, with debt to EBITDA below 5x, for a sustained period." REVEL AC: Deal Unlikely in Casino Power Struggle, Owner Says ------------------------------------------------------------ Law360 reported that following several hours of closed-door negotiations in New Jersey federal court on April 15, the new owner of Atlantic City's shuttered Revel Casino Hotel cast doubt on the possibility of reaching a deal with operators of the resort’s specially made utility plant to end the building's nearly weeklong blackout. About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc. and five of its affiliates sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19, 2014, to pursue a quick sale of the assets. The Chapter 11 cases are assigned to Judge Gloria M. Burns. The Debtors' Chapter 11 cases are jointly consolidated for procedural purposes. Revel AC estimated assets ranging from $500 million to $1 billion, and the same amount of liabilities. White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors' Counsel, and Moelis & Company, LLC, is the investment banker. The Debtors' solicitation and claims agent is Alixpartners, LLP. The prepetition first lenders are represented by Cadwalader, Wickersham & Taft LLP. The prepetition second lien lenders are represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP. This is Revel AC's second trip to bankruptcy. The company first sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25, 2013, with a prepackaged plan that reduced debt by $1.25 billion. Less than two months later on May 15, 2013, the 2013 Plan was confirmed and became effective on May 21, 2013. REVEL AC: Generators Need to Be Replaced by Cleaner Ones -------------------------------------------------------- Daily Bankruptcy Review reports that not even Plan B to provide power at Atlantic City's former Revel casino appears to be working, the Associated Press reported. New owner Glenn Straub has been unable to reach a deal with the power plant that is the building's sole source of utility service, and the company cut the power days after he took over, according to Daily Bankruptcy Review. Mr. Straub hired three portable generator trucks and prepared to connect them to the building or the now-quiet power plant, the report notes. About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc. along with four affiliates sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25, 2013, in Camden, New Jersey, with a prepackaged plan that reduces debt by $1.25 billion. Revel's legal advisor in connection with the restructuring is Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring advisor and Moelis & Company serves as its investment banker for the restructuring. Epiq Bankruptcy Solutions is the claims and notice agent. The Official Committee of Unsecured Creditor retained Christopher A. Ward, Esq., Jason Nagi, Esq., and Jarrett Vine, Esq., at Polsinelli PC as counsel. Revel AC Inc. on May 21, 2013, disclosed that it has successfully completed its financial restructuring and emerged from Chapter 11 of the United States Bankruptcy Code. Through the restructuring plan, which has been approved by both the U.S. Bankruptcy Court for the District of New Jersey (Camden) and the New Jersey Casino Control Commission, Revel has reduced its outstanding debt by approximately $1.2 billion, or 82%, and its annual interest expense on a cash basis by $98 million, or 96%. Richards Kibbe & Orbe's Sambur Among Law360's 2015 Rising Stars --------------------------------------------------------------- Law360 reported that in the restructuring of Energy Future Intermediate Holding Co. LLC, Richards Kibbe & Orbe LLP’s Keith Sambur discovered provisions in an overlooked intercreditor agreement that shifted the way people valued first-lien bonds, fortifying himself as a productive resource for his clients and solidifying his place among Law360's 2015 Rising Stars of bankruptcy. Sambur, one of nine bankruptcy Rising Stars, made the discovery while doing background work on prepayment premiums, at a time when the marketplace was placing a greater premium on second-lien EFIH bonds, he said, according to Law360. ROADMARK CORP: Okayed to Make Payments to World Omni ---------------------------------------------------- U.S. Bankruptcy Judge David M. Warren ordered Roadmark Corporation to continue to make regular postpetition payments to World Omni Financial Corp. its successors and assigns per the contracts beginning in March 2015 until plan confirmation. World Omni, secured creditor of the Debtor, requested for adequate protection payments per Section 361 of the Bankruptcy Code and with the consent of the parties. World Omni holds a security interest in (1) 2014 Toyota Tundra, vehicle; (2) 2014 Toyota Tundra; (3) 2014 Toyota Tundra; 4) 2014 Toyota Tundra; pursuant to four separate North Carolina Simple Interest Vehicle Retail Installment Contracts dated June 24, 2014, June 20, 2014, July 10, 2014, July 10, 2014. At the time the motion was filed the balances owed on the accounts for the vehicles were $24,648, $40,387, $25,144, and $25,684, respectively. According to World Omni, since the motion was filed Debtor has brought the accounts current except for the 2014 Toyota Tundra. The Debtor has stated they will make two payments by the due date of March 24, and that will bring the account current. About Roadmark Corporation Roadmark Corporation is a regional full-service highway paving striper operating primarily in North Carolina, South Carolina, Virginia and Maryland. Roadmark filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C. Case No. 15-00432) in Raleigh, North Carolina, on Jan. 26, 2015. The case is assigned to Judge David M. Warren. The Debtor disclosed $14.5 million in assets and $15.0 million in liabilities in its schedules. The Debtor tapped John Paul H. Cournoyer, Esq., and Vicki L. Parrott, Esq., at Northen Blue, LLP, in Chapel Hill, North Carolina, as counsel. The Debtor also tapped Nelson & Company as accountants and The Finley Group, Inc., as financial consultant. The U.S. Trustee appointed eight creditors to serve on the official committee of unsecured creditors. The Committee tapped the law firm of Ivey, McClellan, Gatton & Siegmund, L.L.P., as its counsel. ROADMARK CORP: Wants to Ink Premium Finance Agreement with IPFS --------------------------------------------------------------- Roadmark Corporation asks the Bankruptcy Court for authorization to enter into Premium Finance Agreement for Worker's Compensation Insurance with IPFS Corporation. The Debtor obtained worker's compensation insurance through North Carolina's assigned risk pool administered by the N.C. Rate Bureau, since it had been unable to locate insurance directly in the private market. The Court has authorized the Debtor to enter into a certain Premium Finance Agreement to finance its workers compensation premiums, among other insurance coverages, pursuant to a certain consent order. The total worker's compensation premiums financed under the consent order were $458,840. However, upon being placed with the obligation to provide insurance through the assigned risk pool, Travelers Insurance audited the Debtor's payroll, and determined that the worker's compensation premiums must be substantially increased. Specifically, it declared that the worker's compensation premiums in North Carolina must be increased to approximately $748,000, and a similar increase would also be required for Virginia. The Debtor estimates that if it maintained insurance through Travelers Insurance and the assigned risk pool, the total worker's compensation premiums would be approximately $1.2 million. However, the Debtor has now been able to locate insurance in the private market, which will be substantially cheaper than the insurance provided through the assigned risk pool. Specifically, the Debtor has located worker's compensation insurance through QBE Insurance Corporation, which will cover all states and have total premiums of $701,511. Subject to this Court's approval, the Debtor intends to terminate the worker's compensation coverage through Travelers Insurance, and obtain replacement insurance through QBE Insurance. The Debtor anticipates that it will receive a premium refund of approximately $160,000 upon the termination of the insurance obtained through the assigned risk pool. IPFS Corporation has agreed to finance the premiums under the policy with QBE Insurance. The WC Agreement provides that the premiums for worker's compensation will be financed through an initial down payment of $140,302, and 10 monthly installments of $57,981. About Roadmark Corporation Roadmark Corporation is a regional full-service highway paving striper operating primarily in North Carolina, South Carolina, Virginia and Maryland. Roadmark filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C. Case No. 15-00432) in Raleigh, North Carolina, on Jan. 26, 2015. The case is assigned to Judge David M. Warren. The Debtor disclosed $14.5 million in assets and $15.0 million in liabilities in its schedules. The Debtor tapped John Paul H. Cournoyer, Esq., and Vicki L. Parrott, Esq., at Northen Blue, LLP, in Chapel Hill, North Carolina, as counsel. The Debtor also tapped Nelson & Company as accountants and The Finley Group, Inc., as financial consultant. The U.S. Trustee appointed eight creditors to serve on the official committee of unsecured creditors. The Committee tapped the law firm of Ivey, McClellan, Gatton & Siegmund, L.L.P., as its counsel. ROADMARK CORP: Wants Umbrella Agreement with Premium Approved ------------------------------------------------------------- Roadmark Corporation asks the U.S. Bankruptcy Court for authorization to enter into the umbrella agreement with Premium Assignment Corporation. The Debtor says it is necessary to postpetition operations that it have the appropriate insurance coverages in place, and the umbrella liability insurance will enable the Debtor to obtain construction contracts it otherwise would not be able to obtain. The Debtor's ability to perform under its various contracts is contingent on an order of the Court approving the umbrella agreement. According to the Debtors, certain of the Debtor's construction contracts require umbrella liability insurance coverage. Additionally, the North Carolina Department of Transportation has certain "purchase order" jobs, which are non-bonded road construction jobs that are typically less than $500,000 per job. In order to for the Debtor to obtain more of these construction contracts, the Debtor needs to obtain umbrella liability insurance coverage. The Debtor has located a $4 million umbrella liability insurance policy through National Fire & Marine Insurance, which will have a total premium of $120,177. PAC has agreed to finance the premiums under the policy with NFMI, pursuant to the premium finance agreement. The umbrella agreement provides that the premiums will be financed through an initial down payment of $48,137, and six monthly installments of $12,115. About Roadmark Corporation Roadmark Corporation is a regional full-service highway paving striper operating primarily in North Carolina, South Carolina, Virginia and Maryland. Roadmark filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C. Case No. 15-00432) in Raleigh, North Carolina, on Jan. 26, 2015. The case is assigned to Judge David M. Warren. The Debtor disclosed $14.5 million in assets and $15.0 million in liabilities in its schedules. The Debtor tapped John Paul H. Cournoyer, Esq., and Vicki L. Parrott, Esq., at Northen Blue, LLP, in Chapel Hill, North Carolina, as counsel. The Debtor also tapped Nelson & Company as accountants and The Finley Group, Inc., as financial consultant. The U.S. Trustee appointed eight creditors to serve on the official committee of unsecured creditors. The Committee tapped the law firm of Ivey, McClellan, Gatton & Siegmund, L.L.P., as its counsel. SIGA TECHNOLOGIES: Wants Financial Advisor's Fee Claims Nixed ------------------------------------------------------------- Law360 reported that SIGA Technologies Inc. asked a New York bankruptcy judge on April 14 not to compel it to pay legal expenses for a financial adviser it sought to exclude from Chapter 11 proceedings, saying it made "abundantly clear" during negotiations it would not pay such costs. With support from SIGA's creditors' committee -- and over the Debtor's objections -- Guggenheim Securities LLC won approval from U.S. Bankruptcy Judge Sean H. Lane last month to provide financial advising services to SIGA, according to court records obtained by Law360. About SIGA Technologies Publicly held SIGA Technologies, Inc., with headquarters in Madison Avenue, New York, is a biotech/pharmaceutical company that specializes in the development and commercialization of solutions for serious unmet medical needs and biothreats. SIGA's lead product is Tecovirimat, also known as ST-246, an orally administered antiviral drug that targets orthopoxviruses. SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is assigned to Judge Sean H. Lane. The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and Prime Clerk LLC as claims agent. The Debtor's Chapter 11 plan and disclosure statement are due May 14, 2015. The Debtor disclosed total assets of $131,669,746 and $7,954,645 in liabilities as of the Chapter 11 filing. The Statutory Creditors' Committee is represented by Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at PROSKAUER ROSE LLP. The Committee tapped to retain Guggenheim Securities, LLC, as its financial advisor and investment banker. SIMPLY FASHION: KapilaMukamal Providing CRO ------------------------------------------- Adinath Corp. and Simply Fashion Stores, Ltd., filed with the Bankruptcy Court an application to hire KapilaMukamal, LLP ("KMLLP") to provide a chief restructuring officer ("CRO"), nunc pro tunc to the Petition Date. The Debtors have determined that obtaining the ongoing services of a CRO will substantially enhance their ability to (a) operate and meet their administrative obligations in these cases and (b) preserve and maximize the value of their assets pending any sale. As such, the Debtors have chosen to utilize KMLLP personnel as appropriate and have appointed Soneet R. Kapila of KMLLP, to the position of CRO. In his capacity as CRO, Kapila will report directly to the Debtors' Board of Directors. As a result of prepetition work performed on behalf of the Debtors, since March 26, 2015, KMLLP has acquired knowledge of the Debtors and their business and is now familiar with the Debtors' financial affairs, debt structure, operations and related matters. KMLLP will be compensated at its standard hourly rates of between $100 and $420 per hour, for accounting and financial consulting personnel to support the CRO is carrying out the services outlined in the Engagement Letter. In addition, the CRO will be compensated at the rate of $530 per hour. KMLLP will seek reimbursement for the reasonable out-of-pocket expenses of the CRO, and, if applicable, other accounting and financial consulting personnel, incurred in connection with this assignment. Soneet Kapila submits that KMLLP holds no adverse interest as to the matters for which it has been employed by the Debtors within the meaning of 11 U.SC. Sec. 327(a). Prior to the Petition Date, KMLLP received retainers from Simply Fashion in the amount of $180,000. The firm can be reached at: Soneet r. Kapila Founding Partner KapilaMukamal LLP 1000 South Federal Hwy., Suite 200 FT. LAUDERDALE, FL 33316 About Simply Fashion Owned by the Shah family, Simply Fashion has 247 stores in 25 states across the country in major markets such as Detroit, Miami, New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and Dallas. Founded in 1991, Simply Fashion is primarily a brick and mortar retailer of Junior, Plus and Super Plus women's fashion catering to African-American women between the ages of 25 and 55, with locations in 25 states. Adinath Corp. is the general partner of Simply Fashion. It is owned 100% by Bhavana Shah. On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla.). The cases are pending before the Honorable Laurel M. Isicoff, and the Debtors have requested joint administration of the cases under Case No. 15-16885. The Debtors have tapped Berger Singerman LLP as counsel; KapilaMukamal, LLP, as restructuring advisor; and Prime Clerk LLC as claims and noticing agent. Simply Fashion estimated $10 million to $50 million in assets and debt. SIMPLY FASHION: Proposes Berger Singerman as General Counsel ------------------------------------------------------------ Adinath Corp. and Simply Fashion Stores, Ltd., ask the Bankruptcy Court for approval to hire Paul Steven Singerman and the Law Firm of Berger Singerman LLP as general counsel, nunc pro tunc to the Petition Date. The professional services that Berger Singerman will render include, but are not limited to, the following: (a) To give advice to the Debtors with respect to their powers and duties as debtors in possession and the continued management of their business operations; (b) To advise the Debtors with respect to their responsibilities in complying with the United States Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; (c) To prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the chapter 11 cases; (d) To protect the interests of the Debtors in all matters pending before the Court; and (e) To represent the Debtors in negotiations with their creditors and in the preparation of a plan. Berger Singerman will apply for compensation and reimbursement of costs, pursuant to Sections 330 and 331 of the Bankruptcy Code, at its ordinary rates, as they may be adjusted from time to time, for services rendered and costs incurred on behalf of the Debtors. The current hourly rates for the attorneys at Berger Singerman range from $275 to $695. The current hourly rates of Paul Steven Singerman and Christopher A. Jarvinen, the partners who will be principally responsible for Berger Singerman's representation of the Debtors, are $695 and $625, respectively, and the current hourly rates of the of-counsel and associate attorneys who will work on this matter range from $275 to $600 per hour. The current hourly rates for the legal assistants and paralegals at Berger Singerman range from $75 to $225. Berger Singerman typically adjusts its hourly rates annually on January 1st. Paul Steven Singerman, a member of Berger Singerman, attests that the firm is disinterested as required by Section 327(a) of the Bankruptcy Code. About Simply Fashion Owned by the Shah family, Simply Fashion has 247 stores in 25 states across the country in major markets such as Detroit, Miami, New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and Dallas. Founded in 1991, Simply Fashion is primarily a brick and mortar retailer of Junior, Plus and Super Plus women's fashion catering to African-American women between the ages of 25 and 55, with locations in 25 states. Adinath Corp. is the general partner of Simply Fashion. It is owned 100% by Bhavana Shah. On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla.). The cases are pending before the Honorable Laurel M. Isicoff, and the Debtors have requested joint administration of the cases under Case No. 15-16885. The Debtors have tapped Berger Singerman LLP as counsel; KapilaMukamal, LLP, as restructuring advisor; and Prime Clerk LLC as claims and noticing agent. Simply Fashion estimated $10 million to $50 million in assets and debt. SIMPLY FASHION: Proposes Prime Clerk as Noticing Agent ------------------------------------------------------ Adinath Corp. and Simply Fashion Stores, Ltd., ask the Bankruptcy Court for approval to hire Prime Clerk LLC as notice, claims and solicitation agent in connection with the Chapter 11 cases. The Debtors have over 5,000 potential creditors and interested parties in their chapter 11 cases. Although the office of the Clerk of the United States Bankruptcy Court for the Southern District of Florida ordinarily would serve notices on the Debtors' creditors and other parties in interest and administer claims against the Debtors, the Clerk's Office may not have the resources to undertake such tasks, especially in light of the magnitude of the Debtors' creditor body and the tight timelines that frequently arise in chapter 11 cases. For its claims and noticing services, Prime Clerk will charge the Debtors at these hourly rates: Hourly Rate ----------- Analyst $35 to $50 Technology Consultant $90 to $110 Consultant $100 to $145 Senior Consultant $150 to $170 Director $175 to $200 For the firm's solicitation, balloting and tabulation services, the rates are: Hourly Rate ----------- Solicitation Consultant $195 Director of Solicitation $220 The firm will charge $0.10 per page for printing, $0.10 per page for fax noticing, and no charge for e-mail noticing. Hosting of the case Web site is free of charge and on-line claim filing services are free of charge. For data administration and management, the firm will charge $0.10 per record per month for data storage, maintenance and security. Prior to the Petition Date, the Debtors agreed to provide Prime Clerk an advance of $10,000. The claims agent can be reached at: PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Attn: Shai Waisman Tel: (212) 257-5450 E-mail: swaisman@primeclerk.com About Simply Fashion Owned by the Shah family, Simply Fashion has 247 stores in 25 states across the country in major markets such as Detroit, Miami, New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and Dallas. Founded in 1991, Simply Fashion is primarily a brick and mortar retailer of Junior, Plus and Super Plus women's fashion catering to African-American women between the ages of 25 and 55, with locations in 25 states. Adinath Corp. is the general partner of Simply Fashion. It is owned 100% by Bhavana Shah. On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla.). The cases are pending before the Honorable Laurel M. Isicoff, and the Debtors have requested joint administration of the cases under Case No. 15-16885. The Debtors have tapped Berger Singerman LLP as counsel; KapilaMukamal, LLP, as restructuring advisor; and Prime Clerk LLC as claims and noticing agent. Simply Fashion estimated $10 million to $50 million in assets and debt. STANDARD REGISTER: Seeks Key Employee Incentive Plan Approval ------------------------------------------------------------- BankruptcyData.com reports that Standard Register filed with the U.S. Bankruptcy Court a motion for an order (i) approving the Debtors' key employee incentive plan (KEIP); (ii) authorizing the Debtors to pay incentive bonuses to certain employees and (iii) granting related relief, pursuant to sections 105, 363(b) and 503(c) of the Bankruptcy Code. Under the KEIP, "The KEIP establishes a target opportunity (the 'Target Opportunity') of approximately $3,620,053, which will be paid if certain financial performance goals are achieved. A maximum potential payout of approximately $4,344,064 will be paid if all financial performance goals are surpassed. The Target Opportunity is split into two equal sub-opportunities: (i) a bonus opportunity based on achieving ambitious revenue targets established by the Debtors' business plan for fiscal year 2015 (the 'Revenue Target Opportunity') and (ii) a bonus opportunity based on achieving ambitious earnings targets measured by earnings before interest, taxes, depreciation, amortization, restructuring, and pension amortization and settlement ('EBITDARP') for fiscal year 2015 (the 'EBITDARP Target Opportunity') . . . the maximum amount that could potentially be paid under the KEIP is approximately $4.3 million, and payments under the KEIP would only reach that amount in the event that the Debtors' ambitious revenue and EBITDARP goals are not only met, but surpassed . . . The Debtors believe that the KEIP is critical to their ability to maximize returns to creditors. Simply put, the KEIP is necessary and appropriate, because it rewards the Debtors' most critical employees - all of whom have been asked to undertake significant and important additional responsibilities since the commencement of the Sale Process - for their efforts in maximizing the value of the Debtors' estates." The Court scheduled a May 12, 2015 hearing to consider the motion, with objections due by May 4, 2015. 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. STANDARD REGISTER: Wants to Pay $4.3M in Bonuses to Key Employees ----------------------------------------------------------------- The Dayton Daily News reports that Standard Register Co. asked on April 19, 2015, the permission of the U.S. Bankruptcy Court for the District of Delaware to pay as much as $4.3 million in bonuses to 2% of the Company's 3,500 employees. The Company said in court filings that 49 senior-level or executive employees whose institutional knowledge or skills are essential to the Company coming out of bankruptcy successfully will be eligible for the bonuses. The eligible employees have been required to take on supplemental responsibilities among their normal day-to-day responsibilities, Dayton Daily News states, citing the Company. Joe Cogliano at the Dayton Business Journal relates that the bonus plan works out to roughly $87,000 -- per person, on average. According to the Business Journal, details of the plan were filed under seal as the Company claims that releasing that information to the public would jeopardize its ability to be competitive. The Dayton Daily News recalls that the Company signed a $275 million agreement to be acquired by an affiliate of Silver Point Capital L.P. According to court documents, all bonuses will be the responsibility of the buyer after the sale of the Company closes. Business Journal states that the deadline for the objections to the incentive plan is May 4, 2015, and a hearing on the plan is set for May 12, 2015. 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. T-L BRYWOOD: Has Access to Cash Collateral Until April 30 --------------------------------------------------------- The U.S. Bankruptcy Court authorized, on an interim basis, T-L Brywood LLC's use of cash collateral which lender RCG-KC Brywood LLC, successor to the private Bank and Trust Company, asserts an interest. The Debtor has access cash collateral to cover expenditures necessary to avoid immediate and irreparable harm to the Debtor's estate until April 30. A further telephonic hearing will be held April 22, 2015, at 11:20 a.m. As reported in the Troubled Company Reporter on Jan. 7, 2015, in return for T-L Brywood's continued interim use of the cash collateral, RCG-KC is granted security interests in its assets. T-L Brywood is also required to pay premiums for insurance to cover its assets from damage and to reserve funds to pay taxes on a real property known as Brywood Centre. About T-L Brywood T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 12-09582) on March 12, 2012. The case was transferred to the U.S. Bankruptcy Court for the Northern District of Indiana (Case. 13-21804) on May 14, 2013. T-L Brywood owns and operates a commercial shopping center known as the "Brywood Centre" -- http://www.brywoodcentre.com/-- in Kansas City, Missouri. The Property encompasses roughly 25.6 acres and comprises 183,159 square feet of retail space that is occupied by 12 operating tenants. The occupancy rate for the Property is approximately 80%. The Debtor and lender The PrivateBank and Trust Company reached an impasse over the terms and conditions of another extension of a mortgage loan on the Property. As a result, the Debtor filed the Chapter 11 case to protect the Property from foreclosure while the Debtor formulates an exit strategy from the reorganization case. As of the Petition Date, no foreclosure relating to the Property had been filed by the Lender. Judge Donald R. Cassling oversees the case. The Debtor is represented by David K. Welch, Esq., Arthur G. Simon, Esq., and Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in Chicago. The Debtor disclosed total assets of $16.7 million and total liabilities of $14.0 million in its schedules. The petition was signed by Richard Dube, president of Tri-Land Properties, Inc., manager. PrivateBank is represented by William J. Connelly, Esq., at Hinshaw & Culbertson LLP. On April 3, 2015, creditor RCG-KC Brywood, LLC, filed a Plan of Reorganization. A hearing on adequacy of information in the Disclosure Statement is scheduled for May 21, 2015, at 11:00 a.m. No committee of creditors was appointed by the U.S. Trustee. TALBOTS INC: S&P Lowers Corp. Credit Rating to 'B-' --------------------------------------------------- Standard & Poor's Ratings Services lowered the corporate credit rating on the Hingham, Mass.-based specialty apparel retailer The Talbots Inc. to 'B-' from 'B'. The outlook remains stable. At the same time, S&P lowered the issue-level rating on the company's first-lien term loan to 'B-' from 'B' and revised the recovery rating to '4' from '3', indicating S&P's expectation toward the high end of the average (30%-50%) recovery range in the event of a payment default or bankruptcy. Additionally, S&P lowered the issue-level rating on the second-lien term loan facility to CCC from CCC+. The '6' recovery rating remains unchanged, indicating S&P expectation for negligible (0%-10%) recovery in the event of payment default or bankruptcy. "The ratings on Talbots incorporate our view of the company's participation in the highly competitive and widely fragmented specialty apparel industry. We believe the company is a relatively small size player in this segment and does not have appreciable size, scale, or scope relative to many other specialty retailers," said credit analyst Mathew Christy. "We think recent performance gains point to some stabilization and improved operating trends, but we note the company has a history of uneven performance. In our opinion, the merchandise strategy focuses on a more stable customer and is less subject to fashion risk. We also note operating efficiency measures, such as sales per square foot and inventory turns, remain below those of its specialty apparel peers. Recent performance growth has resulted in margin recovery and we view EBITDA margins as relatively in line with other rated specialty apparel retailers." The stable outlook reflects S&P's view that the company will continue to demonstrate improved performance gains but only limited credit metric improvement over the next year. This will mainly be the result of net store base expansion, but also modest same-store sales growth and improved sales leverage. S&P forecasts liquidity will remain "adequate" over the next 12 months, but also expect free operating cash flow generation to be minimal. Downside Scenario S&P could lower the rating if the company's performance weakens materially. Under this scenario, a significant reduction in consumer spending, coupled with meaningful operational issues or merchandising missteps, results in a substantial decline in both revenues and margins, leading to negative free operating cash flow and an unsustainable capital structure. In this scenario, S&P could reassess the company's liquidity to "less than adequate", reflecting its view that sources of liquidity are not sufficient to cover liquidity uses by at least 1.2x, as defined by our criteria. This could occur if EBITDA fall more than 25% from our currently projected levels. Upside Scenario S&P said, "We do not consider a higher rating likely in the next year given our expectation for only modest profitability gains and our expectation that future debt financed dividends are likely. However, an upgrade would be predicated on Talbots' improved credit metrics such that it sustains a debt-to-EBITDA ratio below 5x, and a financial policy that supports this leverage level. This could lead us to revise the financial profile to 'aggressive'". TRI-VALLEY CORP: K&L Gates Asks Judge to Toss Class Suit -------------------------------------------------------- Law360 reported that K&L Gates LLP on April 13 urged a California federal judge to toss a suit filed by a putative class of investors of an oil and gas company over the firm's role in its bankruptcy case, saying it violates the automatic stay and that the firm never represented the investors. Law360 related that the firm urged the court toss the suit over its role as counsel for Tri-Valley Corp. and two of its subsidiaries in Chapter 11 proceedings, while also serving as counsel for TVC Opus I Drilling Program LP. About Tri-Valley Corp. Bakersfield, California-based Tri-Valley Corporation (OTQCB: TVLY) -- http://www.tri-valleycorp.com/-- explored for and produced oil and natural gas in California and has two exploration-stage gold properties in Alaska. It had 21 wells in California and exploration rights in Alaska. Tri-Valley and three affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 12-12291) on Aug. 7, 2012, with funding from lenders that require a prompt sale of the business. The affiliates are Tri-Valley Oil & Gas Co., TVC Opus I Drilling Program, L.P., and Select Resources Corporation, Inc. K&L Gates LLP serves as bankruptcy counsel. Attorneys at Landis Rath & Cobb LLP serve as Delaware and conflicts counsel. Epiq Bankruptcy Solutions, LLC, is the claims agent. The Debtor disclosed assets of $17.6 million and liabilities totaling $14.1 million. Former Chairman G. Thomas Gamble, who is financing the bankruptcy case, is owed $7.2 million on several secured notes. There is an unsecured note for $528,000 and $9.4 million in unsecured debt owing to suppliers. An official committee of unsecured creditors has been appointed in the case. The Tri-Valley case was converted to Chapter 7 according to a March 25, 2013 order. Charles A. Stanziale, Jr., was appointed as chapter 7 trustee. TRIBUNE CO: Creditors Ask 3rd Circ. for Appeal of $7-Bil. Plan -------------------------------------------------------------- Law360 reported that two groups of Tribune Media Co. creditors including a hedge fund and bank asked the Third Circuit to allow an appeal of Tribune’s $7 billion reorganization plan, arguing on April 15 that a Delaware federal judge improperly delayed ruling on the appeal then said it was too late after the plan's consummation. According to the report, Aurelius Capital Management LP said that it and other noteholders have strong claims for avoiding some $2.3 billion of senior debt incurred in billionaire Sam Zell's buyout of Tribune, which heaped nearly $11 billion of debt. About Tribune Co. Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/-- and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors listed $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP served as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP served as the Committee's financial advisor. Landis Rath Moelis & Company served as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represented the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. Judge Kevin J. Carey issued an order dated July 13, 2012, overruling objections to the confirmation of Tribune Co. and its debtor affiliates' Plan of Reorganization. In November 2012, Tribune received approval from the Federal Communications Commission to transfer media licenses, one of the hurdles to implementing the reorganization plan. Aurelius Capital Management LP failed in halting implementation of the plan pending appeal. Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending four years of reorganization. The reorganization allowed a group of banks and hedge funds, including Oaktree Capital Management and JPMorgan Chase & Co., to take over the media company. TRUMP ENTERTAINMENT: Wants Judge to Penalize Union Over Letters --------------------------------------------------------------- The Daily Bankruptcy Review reports that the owners of Atlantic City's Trump Taj Mahal casino are accusing the city's main casino workers' union of hiding behind federal labor law and the First Amendment to wage "economic warfare" against the struggling gambling resort, the Associated Press reported. A bankruptcy judge in Delaware will consider a request Trump Entertainment Resorts to force Local 54 of the Unite-HERE union to acknowledge that letters it sent to Taj Mahal customers urging them to take their business elsewhere were misleading, according to Daily Bankruptcy Review. The report notes that the casino wants the union to be compelled to write to everyone it contacted, admitting its prior communication with them was not accurate. About Trump Entertainment Resorts Trump Entertainment Resorts Inc., owner of the Atlantic City Boardwalk casinos that bear the name of Donald Trump, returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept. 9, 2014, with plans to shutter its casinos. TER and its affiliated debtors own and operate two casino hotels located in Atlantic City, New Jersey. TER said it will close the Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104. The Debtors have sought an order authorizing the joint administration of their Chapter 11 cases and the consolidation thereof for procedural purposes only. Judge Kevin Gross presides over the Chapter 11 cases. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing and claims agent. TER estimated $100 million to $500 million in assets as of the bankruptcy filing. The Debtors as of Sept. 9, 2014, owe $285.6 million in principal plus accrued but unpaid interest of $6.6 million under a first lien debt issued under their 2010 bankruptcy-exit plan. The Debtors also have trade debt in the amount of $13.5 million. TURNER GRAIN: Wants $16K Sale of Trailer to Brad Caviness --------------------------------------------------------- Turner Grain Merchandising, Inc., by and through its court-appointed receiver, asks the Bankruptcy Court to authorize the sale of personal property by private sale. The Debtor solicited sealed bids from private buyers to purchase a 2003 Tempte Trailer, titled in the name of "Turner Grain Inc." Brad Caviness' $16,100 bid was the highest offer for the assets. On April 1, 2015, Mr. Caviness submitted a check to the receiver for the amount of $16,100. Upon approval of the Court, the check funds will be deposited into the DIP account of the Debtor. According to the Debtor, the private sale will negate the need of the estate incurring the expense of a public sale of the trailer. About Turner Grain Turner Grain Merchandising, Inc., sought bankruptcy protection (Bankr. E.D. Ark. Case No. 14-bk-15687) in Helena, Arkansas, on Oct. 23, 2014. Kevin P. Keech, the court-appointed receiver of the Debtor, sought and obtained permission to employ Keech Law Firm, P.A., as attorneys. The Debtor listed $13.77 million in total assets, and $24.84 million in total liabilities. The U.S. Trustee for Region 13 appointed three creditors of Turner Grain Merchandising Inc., to serve on the official committee of unsecured creditors. US AIRWAYS: Pilots Lost Millions From PBGC Inaction --------------------------------------------------- Law360 reported that a group of U.S. Airways pilots urged a D.C. Circuit panel on April 13 to reverse a judge's verdict that the Pension Benefit Guaranty Corp. fulfilled its duties when taking over the failed pilot's pension plan, saying PBGC should reimburse the plan for not pursuing lawsuits against former managers. The report related that the pilots said the agency should have investigated the conduct of plan managers prior to the plan's 2003 failure because decisions the plan managers made were actionable breaches of fiduciary duty. About US Airways US Airways -- http://www.usairways.com/-- along with US Airways Shuttle and US Airways Express, operates more than 3,000 flights per day and serves more than 190 communities in the U.S., Canada, Mexico, Europe, the Middle East, the Caribbean, Central and South America. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition (Bankr. E.D. Va. Case No. 04-13820) on Sept. 12, 2004. Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. US SHALE: S&P Lowers Corp. Credit Rating to CCC, Outlook Neg. ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on US Shale Solutions Inc. to CCC from CCC+. The outlook is negative. S&P also lowered the issue-level rating on the company's senior secured notes to 'CCC+' (one notch above the corporate credit rating) from 'B-'. The '2' recovery rating on the senior secured notes is unchanged, indicating S&P's expectation of substantial recovery (70% to 90%; upper half of range) to bondholders in the event of payment default. "The ratings on oilfield services and infrastructure company US Shale Solutions Inc. reflect our assessment of the company's 'vulnerable' business risk profile and 'highly leveraged' financial risk profile, and 'less than adequate' liquidity," said Standard & Poor's credit analyst John Rogers. Amid a volatile commodity price environment and substantial reductions in exploration and production (E&P) capital spending programs, US Shale continues the integration of a four-company rollup that commenced in the second half of 2014. As the company mediates price concessions with vendors and customers, S&P expects its financial position to continue to deteriorate without an unforeseen positive development. The company disclosed that it is evaluating strategic alternatives, including reducing or delaying capital spending, selling assets, seeking additional capital, refinancing, or restructuring. The negative outlook reflects S&P's assessment that US Shale may pursue capital restructuring, such as a distressed exchange offer, over the next 12 months. In addition, S&P believes the company might violate its financial covenant and face a near-term liquidity crisis. S&P said, "We could lower ratings if we believe that the company could default within the next 12 months due to a near-term liquidity crisis, or if a distressed exchange transaction is apparent. "Although unlikely within the next year, we could consider a positive rating action if the company successfully operates and fully integrates the four acquired companies, while maintaining sufficient liquidity." USA SYNTHETIC: Judge Approves Planned May Auction ------------------------------------------------- Law360 reported that U.S. Bankruptcy Judge Mary F. Walrath on April 15 blessed bidding procedures for USA Synthetic Fuel Corp., allowing the alternative energy outfit to move ahead with a planned May auction that features secured lender Third Eye Capital Corp. as a $15 million stalking horse. According to the report, Judge Walrath signed off on USA Synthetic's proposed sales process despite opposition from the company's former chief financial officer, saying the debtor had demonstrated there was no actual dispute over the contested terms. About USA Synthetic Fuel Based in Lima, Ohio, USA Synthetic Fuel Corporation is an environmentally focused, development stage energy company pursuing low-cost, clean energy solutions through the deployment of Ultra Clean Btu Converter technology. Ultra Clean Btu Converter technology is a process that cost-effectively converts lower-value solid hydrocarbons, such as coal, into higher-value energy products, such as Ultra Clean Synthetic Crude, which can be refined into a variety of fuels, such as diesel, jet, and gasoline. USA Synthetic and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 15-10599) on March 17, 2015. The petitions were signed by Dr. Steven C. Vick as chief executive officer. The Debtors disclosed total assets of $7.9 million and total debts of $99.3 million. Morris, Nichols, Arsht & Tunnell, represents the Debtors as counsel. Asgaard Capital LLC acts as the Debtors' investment banker. R2B Group, LLC serves as the Debtors' interim chief financial officer provider. WEBSENSE INC: S&P Puts Ratings on Watch Pos. After Raytheon Deal ---------------------------------------------------------------- Standard & Poor's Ratings Services placed its 'B' corporate credit rating, 'B+' issue ratings (senior secured revolving credit facility and first-lien term loan), and 'CCC+' issue rating (second-lien term loan) on Websense Inc. on CreditWatch with positive implications. The CreditWatch listing means S&P could affirm or raise the ratings following the close of the transaction. "The CreditWatch placement follows the announcement that Raytheon Co. has agreed to acquire Websense from private equity firm Vista Equity Partners for $1.9 billion," said Standard & Poor's credit analyst Minesh Shilotri. Websense is an enterprise security software provider that was taken private in 2013. The current corporate credit rating on Websense reflects the combination of what S&P considers to be its "weak" business risk profile and "highly leveraged" financial risk profile. S&P said, "We will resolve the CreditWatch listing when the transaction closes, which is likely to occur by the end of the second quarter of 2015. We expect to withdraw our corporate credit rating and issue-level ratings on the company at that time." [*] Ares Management to Acquire Loan Portfolio from First Capital ---------------------------------------------------------------- Ares Management, L.P. on April 17 disclosed that a fund managed by its commercial finance platform has signed a definitive agreement to acquire the asset-based lending portfolio of First Capital Holdings, Inc., a leading commercial finance company that provides asset-based loans and factoring to small and middle-market companies. First Capital is a portfolio company of H.I.G Capital. The transaction is expected to close during the second quarter, subject to customary closing conditions. The fund intends to fund the acquisition with a combination of debt and equity. With this transaction, the Ares Commercial Finance platform, which is part of the firm's Direct Lending Group, will have approximately $700 million of loan commitments. The Ares Commercial Finance team, which operates across seven office locations throughout the U.S., will be expanded with members of the First Capital investment team. "We are pleased to acquire this high-quality portfolio, and we welcome the team from First Capital," said Jack Reilly, a Partner in the Ares Direct Lending Group. "We are excited to have the expertise of the First Capital team, which we believe will be highly complementary to ours and will help us achieve further success and scale in our commercial finance business." The Ares Commercial Finance platform provides asset-based and cash flow loans to small and middle-market companies, as well as asset-based facilities to specialty finance companies. Asset-based lines of credit may be structured as working capital financing, special accommodation financing, turnaround financing, debtor-in-possession financing, acquisition financing and specialty lender financing. Target credit facilities range in size from $1 million to $30 million, are typically held to maturity and are not dependent on syndication for approval. "The announcement is another important milestone in the continued growth of the commercial finance platform within the Ares Direct Lending Group," added Mitch Goldstein, Senior Partner in the Ares Direct Lending Group. "We have a long held view that commercial finance is an important and growing sector that requires a broad and strong direct lending platform like ours in order to originate, underwrite and service loans." "Investors continue to benefit from Ares' ability to provide a broad array of credit strategies, especially in sectors where banks are increasingly either unable or unwilling to provide sufficient capital to companies or sponsors to meet the demand," said Michael Arougheti, President of Ares Management, L.P. "We expect to continue to expand our commercial finance platform in order to meet the evolving needs of our investors for attractive and differentiated investment alternatives." About Ares Management, L.P. Ares is a global alternative asset manager with approximately $86 billion of assets under management and more than 15 offices in the United States, Europe and Asia as of December 31, 2014, pro forma for the acquisition of Energy Investors Funds on January 1, 2015. About First Capital Holdings, Inc. First Capital provides customized and timely working capital financing solutions primarily to small and middle-market companies engaged mainly in manufacturing, distributing and business services with annual sales greater than $1 million. Lines of credit are in the form of Asset-Based Loans, Factoring or Invoice Purchasing arrangements ranging from $200,000 to $25 million. Originally formed in 1988, First Capital is one of the largest independent asset-based working capital lenders in the country. Headquartered in New York City, the firm has additional offices in Atlanta, Boynton Beach, Chicago, Dallas, Los Angeles, and Oklahoma City with regional sales offices located across the United States. About H.I.G. Capital H.I.G. -- http://www.higcapital.com-- is a global private equity and alternative assets investment firm with more than $17 billion of equity capital under management (based on total capital commitments to funds managed by H.I.G. Capital and its affiliates). Based in Miami, and with offices in New York, Boston, Chicago, Dallas, San Francisco, and Atlanta in the U.S., as well as international affiliate offices in London, Hamburg, Madrid, Milan, Paris and Rio de Janeiro, H.I.G. specializes in providing both debt and equity capital to small and mid-sized companies, utilizing a flexible and operationally focused/ value-added approach: 1) H.I.G.'s equity funds invest in management buyouts, recapitalizations and corporate carve-outs of both profitable as well as underperforming manufacturing and service businesses. 2) H.I.G.'s debt funds invest in senior, unitranche and junior debt financing to companies across the size spectrum, both on a primary (direct origination) basis, as well as in the secondary markets. H.I.G. is also a leading CLO manager, through its WhiteHorse family of vehicles, and manages a publicly traded BDC, WhiteHorse Finance. 3) Other H.I.G. funds invest in various real assets, including real estate and shipping. Since its founding in 1993, H.I.G. has invested in and managed more than 200 companies worldwide. The firm's current portfolio includes more than 80 companies with combined sales in excess of $30 billion. [*] BofA Can't Duck Credit Reporting Suit Over Canceled Debts ------------------------------------------------------------- Law360 reported that U.S. Bankruptcy Judge Robert D. Drain on April 13 refused to toss a class action accusing Bank of America Corp. of tricking consumers into paying debts previously canceled in bankruptcy, castigating Citigroup Inc. for refusing to correct consumers' credit reports in the process. According to the report, Judge on rejected Bank of America's attempt to duck the case, finding the bank systematically breached the U.S. Bankruptcy Code by failing to clean up inaccurate credit reports to reflect that the debts were canceled in bankruptcy. [*] Falling Oil Prices Trigger Layoffs -------------------------------------- Dan Molinski at Daily Bankruptcy Review reports that like many other oil-field workers, Chris Sabulsky spent years working a schedule known as "14 on, 14 off:" two weeks at an oil or gas well somewhere followed by another 14 days at home in East Texas, fishing for bass and crappie. But now Mr. Sabulsky, 48 years old, is spending his days sending out resumes, calling acquaintances to see if they know of job openings, and pondering his future, according to Daily Bankruptcy Review. His job managing hydraulic-fracturing, or fracking, operations at well sites evaporated in February after the oil-price plunge last year, the report notes. Fracking, which uses water, chemicals and sand to free oil and gas from shale formations, has been a crucial factor in the U.S. energy boom, the report relates. [*] Franklin Ciaccio Joins Dorsey's Restructuring Group in New York ------------------------------------------------------------------- International law firm Dorsey & Whitney LLP on April 17 disclosed that Franklin R. Ciaccio has joined the Firm as Of Counsel in the Finance & Restructuring Group in the Firm's New York office. Mr. Ciaccio represents secured and unsecured institutional lenders, as well as indenture trustees, in connection with the restructuring of institutional and indentured debt in corporate work-outs, reorganizations and bankruptcies. He has counseled financial institutions in their capacity as members of official unsecured creditors' committees in more than 25 major bankruptcy cases and institutional creditors and annuity holders in five insurance company insolvencies. He served as counsel to the Trustee of the Bethlehem Steel Corporation Liquidating Trust between 2003 and 2013, as well as counsel to the Trustee of the VP Buildings Distribution Trust, in the LTV Steel Corporation bankruptcy case, from 2004 to 2013. His insurance regulatory and transactional practice includes representation of domestic and foreign insurers, as well as captive onshore and offshore reinsurers and mutual funds, in matters relating to mergers and acquisitions, reinsurance programs, portfolio loss transfers and private placement investments. He has formed investment companies, investment advisers and broker dealers, and provided advice concerning their registration, regulation and operation. Mr. Ciaccio has also represented pension committees of municipalities, public and private companies, and not-for-profit associations, with respect to their oversight of pension plan investments in guaranteed annuity and investment contracts, and has defended corporate plan sponsors in class action litigation and proxy contests. He has argued cases in various state courts, federal District Courts, Bankruptcy Courts and federal Circuit Courts of Appeals and has successfully defended against Petitions for Certiorari to the U.S. Supreme Court. He was most recently a partner at Hinckley, Allen & Snyder LLP. Before joining Hinckley Allen in 2013, Mr. Ciaccio was a partner with Carter Ledyard & Milburn LLP and, previous to that, counsel at King & Spalding and Orrick Herrington & Sutcliff LLP. Mr. Ciaccio received his J.D. degree from Columbia University School of Law and a B.A. degree from Bowdoin College. He has published articles in Pratt's Journal of Bankruptcy Law and Best's Reports concerning the intersection of bankruptcy laws and insurance matters in bankruptcy proceedings. He is a member of the Business Law Section of the American Bar Association and a member of the Insurance Law Committee of the Association of the Bar of the City of New York. He was one of six members of the Committee of the Business Law Section that originally proposed the Model Debenture Indenture for use in non-complex financings in conformity with the Trust Indenture Act of 1939. "We are very pleased that Frank has joined the Firm," noted Dorsey Managing Partner Ken Cutler. "He brings a tremendous depth of experience to our strong, multi-office bankruptcy, restructuring and corporate trust practice." "I am delighted to join Dorsey and its great Firm-wide team of bankruptcy, restructuring and corporate trust lawyers," noted Mr. Ciaccio. "The Firm has an exceptional client base, and I look forward to serving those clients." About Dorsey & Whitney LLP Clients have relied on Dorsey since 1912 as a valued business partner. With locations across the United States and in Canada, Europe and the Asia-Pacific region, Dorsey provides an integrated, proactive approach to its clients' legal and business needs. Dorsey represents a number of the world's most successful companies from a wide range of industries, including leaders in the banking, energy, food and agribusiness, health care, mining and natural resources and public-private project development sectors, as well as major non-profit and government entities. [*] Otterbourg's Cyganowski Among NLJ's Outstanding Women Lawyers ----------------------------------------------------------------- Otterbourg P.C. on April 20 disclosed that member of the firm Melanie Cyganowski has been honored as one of the nation's "Outstanding Women Lawyers" by the National Law Journal. The publication recognized 75 women lawyers from throughout the country for, among other things, leadership, performance in significant cases, development of successful practices and efforts to improve diversity in the profession. "We are proud that Melanie has received this well-deserved recognition," said Daniel Wallen, Otterbourg's chairman. "She provides strong leadership within the firm and exceptional guidance to our clients, and we have long known that she is one of the best lawyers in the country." Ms. Cyganowski chairs the Insolvency Litigation Services, ADR and Fiduciary Appointments practice area at Otterbourg. She serves as a commercial and bankruptcy law litigator, mediator, arbitrator and expert witness. She also serves as a fiduciary (examiner, trustee, receiver, referee, monitor or special master) in bankruptcy and civil litigation. She was a federal bankruptcy judge for 14 years and served as the U.S. Chief Bankruptcy Judge for the Eastern District of New York from 2005 to 2007. The National Law Journal stated that, in compiling the list, that was released April 15, it sorted through hundreds of nominations and chose winners who "represent excellence in private practice, corporate counsel work, public interest representation, legal education and the judiciary." About Otterbourg P.C. Otterbourg P.C. offers clients a unique combination of legal insight and practical solutions and is known for its integrity, stability and business knowledge. The firm regularly represents clients in matters of national and international scope, including institutional lenders and creditors such as banks, asset-based lenders, hedge funds and private equity firms. The firm's practice includes domestic and cross-border financings, litigation and alternative dispute resolutions, mergers and acquisitions and other corporate transactions, real estate, restructuring and bankruptcy proceedings, and trusts and estates. [*] Today's Debt Tricks May Hurt Cities Later, Fed Boss Warns ------------------------------------------------------------- Law360 reported that the long-term borrowing that cities rely on to paper over operating deficits may be weakening municipal finances more severely than the investment community expects as residents hit with higher tax rates begin "voting with their feet," the New York Federal Reserve’s top official said April 13. ********* 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 ***