/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150522.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, May 22, 2015, Vol. 19, No. 142 Headlines 261 EAST: Court Enters Final Decree Closing Reorganization Case 56 MILBANK AVENUE: Case Summary & 11 Top Unsecured Creditors ADAMIS PHARMACEUTICALS: Stockholders Elect 5 Directors AEREO INC: Court Approves $950K Settlement with Broadcasters ALLY FINANCIAL: Signs Underwriting Pact with Citigroup, et al. ALTEGRITY INC: Capstone Approved as Committee's Financial Advisor ALTEGRITY INC: OK'd to Pay Up to $400,000 Exit Financing Expenses AMERICAN APPAREL: Former Consultant Nominates 2 Directors AMERICAN APPAREL: Sues Former CEO for Standstill Pact Violations ARCHDIOCESE OF ST. PAUL: Parish Creditors' Committee Sought ASSOCIATED WHOLESALERS: Needs Until Aug. 10 to File Plan ASSOCIATED WHOLESALERS: Spring Garden, Dover Properties Sale OK'd ATLS ACQUISITION: June 16 Hearing on Bid to Extend Removal Period AVONDALE PARK: Case Summary & 10 Largest Unsecured Creditors BASS PRO: Moody's Affirms Ba3 CFR & Rates New $1.74BB Loan B1 BG MEDICINE: To Offer 495,000 Shares Under Stock Plans BG MEDICINE: To Sell $75 Million Worth of Securities BON-TON STORES: Declares Cash Dividend on Common Stock BOSTON RESTAURANT: Case Summary & 25 Largest Unsecured Creditors CAL DIVE: "Bratkowski" Proceedings Stayed CAPSTONE LOGISTICS: Moody's Affirms 'B3' Corporate Family Rating CEQUEL COMMUNICATIONS: S&P Puts 'B+' CCR on CreditWatch Neg. CIMAREX ENERGY: S&P Raises Corp. Credit Rating From 'BB+' CITY LINK FOUNDATION: Case Summary & 20 Top Unsecured Creditors COLFAX CORP: S&P Assigns 'BB+' Rating on $1.7BB Unsecured Loans COLT DEFENSE: Skips Interest Payment Again COMMSCOPE INC: S&P Lowers Debt Ratings to 'BB', Off CreditWatch CORINTHIAN COLLEGES: Groups Petition for Student Loan Cancellation CORINTHIAN COLLEGES: Hires Rust/Omni as Administrative Agent CORINTHIAN COLLEGES: Seeks to Employ Richards Layton as Counsel CORINTHIAN COLLEGES: Taps FTI Consulting as Crisis Manager CRESCENT COMMUNITIES: Moody's Raises CFR to B3, Outlook Stable CRYOPORT INC: Has Private Placement of $429,604 Securities CRYOPORT INC: Incurs $12.2 Million Net Loss in Fiscal 2015 CT TECHNOLOGIES: Moody's Affirms 'B2' CFR and Secured Debt Rating CTI FOODS: Moody's Lowers Corp. Family Rating to 'B3' CTPARTNERS EXECUTIVE: Obtains Limited Duration Waiver From Lenders CUMULUS MEDIA: Files Copy of Investor Presentation with SEC DEB STORES: Deal with Liquidator Brings in Additional $1.050-Mil. EL PASO CHILDREN: Files for Chapter 11 Bankruptcy Protection ENDEAVOUR INT'L: Ernst & Young Providing Additional Services ENERGY TRANSFER: Moody's Rates New $750MM Secured Notes 'Ba2' EP ENERGY: Moody's Rates New $800MM Notes 'B1', Outlook Stable ERG INTERMEDIATE: Schedules of Assets & Debts Due by June 2 ERG INTERMEDIATE: Wants Court to Set June 30 as Claims Bar Date FBJ REAL ESTATE: Case Summary & 4 Largest Unsecured Creditors FILENE'S BASEMENT: Del. Judge Rules on Former Landlord's Claims FILTRATION GROUP: New Loan Payment Plan No Impact on Moody's CFR FREDERICK'S OF HOLLYWOOD: Hearing on Sale of Assets Set for June 3 GENIUS BRANDS: Transfers Corporate Headquarters to Beverly Hills GGW BRANDS: Judge Class for Founder's Arrest GOLDEN COUNTY FOODS: Files for Chapter 11 to Push Through Sale GULF PACKAGING: Can Employ BMC as Claims & Notice Agent HERCULES OFFSHORE: Files Fleet Status Report as of May 19 HIDDEN VALLEY APARTMENTS: Case Summary & 5 Top Unsec. Creditors HOCHHEIM PRAIRIE: S&P Alters Outlook to Stable & Affirms 'B+' CCR HOLY HILL: Hearing Today on Bid to Extend Removal Period HUTCHESON MEDICAL: Can Use Cash Collateral on Interim Basis IMPERIAL METALS: S&P Lowers CCR to 'CCC', on CreditWatch Developing INSTITUTO MEDICO: Plan Confirmation Hearing Continued to June 16 INSTIUTO MEDICO: Drops Bid to Hire Robert Roth as Special Counsel INVENTIV HEALTH: Moody's Affirms 'Caa1' CFR, Outlook to Stable ITALICS MERGER: Moody's Assigns 'B3' CFR, Outlook Positive KARMALOOP INC: Comvest, CapX Acquire Businesses KIOR INC: DIP Facility Termination Date Extended Until June 30 LANGERMANN'S OF BALTIMORE: Case Summary & 20 Top Unsec. Creditors LEHMAN BROTHERS: Sues Over Soured Old Mortgage Loans LESLIE ACEVEDO: Court Narrows Claims in Suit Against Wells Fargo MATAGORDA ISLAND: Case Converted to Chapter 7 Liquidation MCJUNKIN RED: Moody's Says $363MM Stock Issue is Credit Positive MEDICAL ALARM: Needs More Time to File March 31 Form 10-Q MF GLOBAL: Investors Seek Final Approval of $74-Mil. Settlement MINT LEASING: Amends 2014 Third Quarter Financial Statements MORGAN STANLEY: Fitch Raises Rating on Preferred Stock to 'BB+' MORGANS HOTEL: Interim CEO Quits; Howard Lorber Named Chairman MORGANS HOTEL: Stockholders Elect 9 Directors MORGANS HOTEL: Vector Group Reports 7.1% Stake as of May 19 MOUNTAIN COUNTRY: Elliott Davis Approved as Trustee's Accountant NATIONAL VISION: S&P Alters Outlook to Negative & Affirms 'B' CCR NATROL INC: Exclusive Plan Filing Date Extended to June 8 NEW ENGLAND COMPOUNDING: Court Confirms Reorganization Plan NEW ENGLAND COMPOUNDING: Judge Approves $200-Mil. Fund for Victims NEW ENGLAND COMPOUNDING: Judge Praises Meningitis Settlement ON ASSIGNMENT: Moody's Affirms 'Ba2' CFR, Outlook Stable OPTIM ENERGY: Ch. 11 Plan Goes to June 24 Confirmation Hearing OXYSURE SYSTEMS: Reports $1.34 Million Net Loss in First Quarter PAR PHARMACEUTICAL: S&P Puts 'B' CCR on CreditWatch Positive PARK-OHIO INDUSTRIES: Moody's Raises CFR to 'B1', Outlook Stable PATRIOT COAL: Will Close Camp Thomas in West Virginia PITTSTON ASSOCIATES: Case Summary & 17 Top Unsecured Creditors PLUSFUNDS GROUP: Sphinx Trustee Fails in Bid to Reopen Case PORT AGGREGATES: Hearing on Bid for Case Dismissal Continued PRIME SIX: Case Summary & 20 Largest Unsecured Creditors PROJECT BARBOUR: S&P Keeps 'B' Rating on $1.15BB Loan Over Add-On PRONERVE HOLDINGS: Carl Marks Okayed as Panel's Financial Advisors PRONERVE HOLDINGS: General Claims Bar Date Fixed at May 29 PROSPECT PARK: Exclusive Solicitation Period Extended to July 6 PROTECTION ONE: S&P Puts 'B' CCR on CreditWatch Negative PUTNAM ENERGY: Has Until May 31 to Use Bridgeview Cash Collateral QUICKSILVER RESOURCES: Court Approves KPMG LLP as Tax Consultant QUICKSILVER RESOURCES: Creditors' Panel Taps Paul Weiss as Counsel QUICKSILVER RESOURCES: Panel Hires Landis Rath as Delaware Counsel RADIOSHACK CORP: Gets Approval to Assign 72 Store Leases to Spring RADIOSHACK CORP: May 27 Hearing on Sale of Leases to Spring RADIOSHACK CORP: Sportive Wins Auction for Miami Beach Store Lease REPUBLIC STORAGE: SSG Advises in Sale of Certain Assets RESIDENTIAL CAPITAL: Trust's Objection to Dlin Claim Narrowed REVEL AC: Can Solicit Votes for Chapter 11 Plan Until June 30 RGL RESERVOIR: S&P Puts 'B' CCR on CreditWatch Negative ROBIN GILBERT CRUMP: Ameris Bank's Plan Objection Sustained SA-ENC BLU FOUNTAIN: Case Summary & 20 Top Unsecured Creditors SADLER CLINIC: Ch.7 Trustee Wins Bid to Angelica Textile Subpoena SAN BERNARDINO, CA: Council Approves Bankruptcy Plan SANDRIDGE ENERGY: S&P Lowers Corporate Credit Rating to 'SD' SEXTON ROAD: Voluntary Chapter 11 Case Summary SIMPLY FASHION: Gets Final Approval to Access $1.25-Mil. DIP Loan SIX-S GOLF: Case Summary & Largest Unsecured Creditors SNOWFLAKE COMMUNITY: Case Summary & 2 Top Unsecured Creditors SOUTHGOBI RESOURCES: CIC Grants Deferral to Cash Interest Payment SPECTRUM ANALYTICAL: Can Employ Bacon Wilson as Bankr. Counsel SPECTRUM ANALYTICAL: May 22 Evidentiary Hearing on Abstention Bid SPECTRUM ANALYTICAL: May 22 Evidentiary Hearing on Turnover Bid SPENDSMART NETWORKS: Reports $2.15 Million Revenues in Q1 SRP PLAZA: Names Jeffrey Susa as Responsible Person TAYLOR ASSOCIATES: Case Summary & 16 Largest Unsecured Creditors TUNICA-BILOXI GAMING: S&P Cuts ICR to D on Missed Interest Payment UTSTARCOM HOLDINGS: DASAN Networks Owns 4.9% of Ordinary Shares UTSTARCOM HOLDINGS: Posts $30.3 Million Net Loss in 2014 VANTAGE SPECIALTY: S&P Lowers CCR to 'B-', Outlook Stable VIPER VENTURES: Can Use Cash Collateral Until July 15 WET SEAL: PwC Approved to Provide Tax Compliance Services YELLOWSTONE MOUNTAIN: Founder Petitions High Court for Release YINGLI GREEN: Responds to Media Coverage on Going Concern Doubt [*] Choate Bankruptcy Attorneys Obtain Top Chambers USA Rankings [*] Moody's Says Default Rate Expected to Rise on E&P Companies [*] Republican Lawmaker Blasts U.S. Trustee Program Over Donation [^] BOOK REVIEW: The Financial Giants In United States History ********* 261 EAST: Court Enters Final Decree Closing Reorganization Case --------------------------------------------------------------- U.S. Bankruptcy Judge Robert E. Gerber, on April 23, 2015, entered a final decree closing the Chapter 11 case of 261 East 78 Realty Corporation. The Court ordered that the Debtor will reserve sufficient funds to pay the office of the U.S. Trustee the appropriate amount of any quarterly fees due and any applicable interest due which fees and interest will be paid. As reported in the Troubled Company Reporter on March 19, 2014, Jonathan S. Pasternak, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, on behalf of the Debtor asked the Court to enter a final decree closing the Debtor's case. Mr. Pasternak said the Debtor has substantially consummated its Second Amended Plan of Reorganization. On March 11, 2014, DDWWW as disbursing agent for the Debtor, pursuant to the Plan, made complete distribution to allowed holders of Administrative, Class 1, 2, 3 and 4 Claims in accordance with the terms of the Plan. All other aspects of the Plan have been complied with and satisfied. In addition, all quarterly fees have been substantially paid in full, and only those fees having accrued on account of disbursements made under the Plan. As reported in the TCR, Judge Robert E. Gerber on Jan. 29, 2014, issued an order confirming the Debtor's Second Amended Chapter 11 Plan of Reorganization after determining that the Plan complies with the confirmation requirements laid out in the Bankruptcy Code. The Debtor filed a voting report, which reflected that Class 2 (MB Secured Claim), Class 3 (Hermes Secured Claim) and Class 4 (General Unsecured Claims) have each voted to accept the Plan. Class 1 (Other Priority Claims) is unimpaired under the Plan, not entitled to vote and are deemed to accept the Plan. Class 5 (Equity Interests) will not receive any distribution under the Plan on account of Interests in the Debtor and is deemed to have rejected the Plan. The Plan confirmation is subject to the terms and conditions of the settlement agreement with Hermes Capital, LLC. Under the terms of the Hermes settlement agreement, (a) DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, is authorized and directed to pay to Hermes the sum of $200,000, and (b) Perkins Coie LLP is authorized and directed to pay to Hermes the sum of $1,125,000, which sums said firms are holding in escrow pursuant to the terms of the Plan and the Hermes Settlement Agreement. About 261 East 261 East 78 Realty Corp. owns real property located at 261 East 78th Street, in New York. The premises consist of seven commercial units, three of which are currently occupied. 261 East 78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 11-15624) on Dec. 6, 2011. The case was assigned to Judge Robert E. Gerber. The Chapter 11 filing was precipitated by the commencement of foreclosure proceedings on the premises. The Debtor scheduled $20.2 million in assets and $18.8 million in liabilities. The petition was signed by Lee Moncho, president. Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, in White Plains, N.Y., represents the Debtor as counsel. Matthew W. Olsen, Esq., at Katten Muchin Rosenman LLP, in New York, N.Y., represents MB Financial Bank, N.A., as counsel. Pursuant to the Plan Term Sheet, the Plan will be funded by amounts made available by (i) the Plan Funder, of which $1,500,000 will be deposited in the Plan Fund Account and $10,700,000 will be distributed to MB Financial Bank, N.A., on account of its Allowed Class 2 Claim or (ii) the net proceeds of a Public Sale of the Debtor's Property conducted pursuant to the Plan, of which $11,000,000 will be distributed to MB on account of its Allowed Class 2 Claim and the balance will be used to make payments due under the Plan. No trustee, examiner or creditors committee has been heretofore appointed in this proceeding. 56 MILBANK AVENUE: Case Summary & 11 Top Unsecured Creditors ------------------------------------------------------------ Debtor: 56 Milbank Avenue, LLC 235 Main Street, Suite 540 White Plains Case No.: 15-22710 Chapter 11 Petition Date: May 20, 2015 Court: United States Bankruptcy Court Southern District of New York (White Plains) Debtor's Counsel: Adam H. Friedman, Esq. OLSHAN FROME WOLOSKY, LLP Park Avenue Tower 65 East 55th Street New York, NY 10022 Tel: (212) 451-2300 Fax: (212) 451-2222 Email: afriedman@olshanlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Joel M. Friedberg, member. A list of the Debtor's 11 largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb15-22710.pdf ADAMIS PHARMACEUTICALS: Stockholders Elect 5 Directors ------------------------------------------------------ The annual meeting of stockholders of Adamis Pharmaceuticals Corporation was held on May 14, 2015, at which the stockholders elected Dennis J. Carlo, Ph.D., Richard C. Williams, Robert B. Rothermel, David J. Marguglio and William C. Denby, III to the Board of Directors. The stockholders also approved, on a nonbinding advisory basis, the compensation of the Company's named executive officers and ratified the selection of Mayer Hoffman McCann PC as independent registered public accounting firm for the year ending Dec. 31, 2015. About Adamis San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC QB: ADMP) is a biopharmaceutical company engaged in the development and commercialization of specialty pharmaceutical and biotechnology products in the therapeutic areas of respiratory disease, allergy, oncology and immunology. Mayer Hoffman McCann, P.C., in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the transition period ended Dec. 31, 2014, citing that the Company has incurred recurring losses from operations, and is dependent on additional financing to fund operations. The Company disclosed a net loss of $9.31 million on $0 of revenue for the nine months ended Dec. 31, 2014, compared to a net loss of $8.15 million on $0 of revenue for the 12 months ended March 31, 2014. As of March 31, 2015, the Company had $20.01 million in total assets, $2.27 million in total liabilities and $17.7 million in total stockholders' equity. AEREO INC: Court Approves $950K Settlement with Broadcasters ------------------------------------------------------------ Aereo, Inc., and the Official Committee of Unsecured Creditors of Aereo, Inc., sought and obtained approval from Judge Sean H. Lane of the United States Bankruptcy Court for the Southern District of New York a settlement with broadcasters, including CBS Broadcasting, Inc., and American Broadcasting Companies, Inc. Under the settlement, the Debtor will pay $950,000 in cash to an attorney escrow account designated by the Broadcasters for the benefit of the holders of the Broadcasters' Claims. The payment will constitute the full and final satisfaction of the Broadcasters' Claims. The Debtor and the Broadcasters will take all the necessary steps to dismiss with prejudice the following: * the adversary proceeding styled Aereo, Inc., v. American Broadcasting Companies, Inc. (In re Aereo, Inc.), Adv. Proc. No. 15-01068 before the Bankruptcy Court; * the declaratory judgment action styled Aereo, Inc. v. CBS Broadcasting, Inc., et al., Case No. 13-CV-3013 (AJN) before the United States District Court for the Southern District of New York; and * the Debtor's appeal styled KSTU LLC, et al. v. Aereo, Inc., No. 14-4020 before the United States Court of Appeals for the Tenth Circuit. The Debtor and the Committee assert that the agreement constitutes a fair and reasonable compromise among the parties, will expedite administration of the Estate, and is in the best interest of the Estate in light of the costs of litigating any potential claims, the time to pursue such litigation, and the attendant risks of litigation. The Debtor is represented by: William R. Baldiga, Esq. R. Benjamin Chapman, Esq. BROWN RUDNICK LLP 7 Times Square New York, NY 10036 Tel: (212) 209-4800 Email: wbaldiga@brownrudnick.com bchapman@brownrudnick.com The Committee is represented by: Robert T. Kugler Edwin H. Caldie STINSON LEONARD STREET LLP 150 South Fifth Street, Suite 2300 Minneapolis, MN 55402 Tel: (612) 335-1500 Email: robert.kugler@stinsonleonard.com ed.caldie@stinsonleonard.com 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. ALLY FINANCIAL: Signs Underwriting Pact with Citigroup, et al. -------------------------------------------------------------- Ally Financial Inc. entered into an underwriting agreement incorporating its Underwriting Agreement Standard Provisions (Debt Securities) with Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, as representatives of the several Underwriters named therein, pursuant to which Ally agreed to sell to the Underwriters $1,000,000,000 aggregate principal amount of 3.600% Senior Notes due 2018 and $400,000,000 aggregate principal amount of 4.625% Senior Notes due 2022. The Notes were registered pursuant to Ally's shelf registration statement on Form S-3, which became automatically effective on Dec. 24, 2013. The Underwriting Agreement contains customary representations, warranties and covenants of the Company, conditions to closing, indemnification obligations of the Company and the Underwriters, and termination and other customary provisions. The Notes will be issued pursuant to an Indenture dated as of as of July 1, 1982, as supplemented and amended by the first supplemental indenture dated as of April 1, 1986, the second supplemental indenture dated as of June 15, 1987, the third supplemental indenture dated as of September 30, 1996, the fourth supplemental indenture dated as of January 1, 1998, and the fifth supplemental indenture dated as of September 30, 1998, between the Company and The Bank of New York Mellon (successor to Morgan Guaranty Trust Company of New York), as trustee, and an action of the executive committee of Ally dated as of May 14, 2015. About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. * * * As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings Services said it raised its issuer credit rating on Ally Financial Inc. to 'BB' from 'B+'. "The upgrade reflects the company's release from potential legal and financial liabilities stemming from its ownership of ResCap," said Standard & Poor's credit analyst Tom Connell. In the April 3, 2014, edition of the TCR, Fitch Ratings has upgraded Ally Financial Inc.'s long-term Issuer Default Rating (IDR) and senior unsecured debt rating to 'BB+' from 'BB'. The rating upgrade reflects increased clarity around Ally's ownership structure given Ally's recent announcement that it has launched an initial public offering those shares of its common stock held by the U.S. Treasury (the Treasury). As reported by the TCR on July 16, 2014, Moody's Investors Service affirmed the 'Ba3' corporate family and 'B1' senior unsecured ratings of Ally Financial, Inc. and revised the outlook for the ratings to positive from stable. Moody's affirmed Ally's ratings and revised its rating outlook to positive based on the company's progress toward sustained improvements in profitability and repayment of government assistance received during the financial crisis. ALTEGRITY INC: Capstone Approved as Committee's Financial Advisor ----------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of Altegrity, Inc., et al., won approval to retain Capstone Advisory Group, LLC and Capstone Valuation Services, LC as financial advisor effective as of Feb. 25, 2015. Justin R. Alberto, co-counsel to the Committee certified that no objections to the application were filed by the April 20 deadline. The Committee, however, received informal comments from the Office of the U.S. Trustee, the Debtors and the Ad Hoc Group of Unaffiliated Second and Third Lien Bondholders. Following discussions with the parties, the Committee has reached agreements with the U.S. Trustee, Debtors and the Ad Hoc Group on certain changes to the engagement letter and original proposed order. A copy of the revised proposed order is available for free at http://bankrupt.com/misc/Altegrity_417_cert_Capstone.pdf As reported in the TCR on April 27, 2015, the Committee has tapped Capstone to: a. review any critical vendor agreements that are entered into between the Debtors and a stipulated critical vendor; b. advise and assist the Committee with respect to any debtor-in-possession financing arrangements and use of cash; and c. review cash disbursements on an on-going basis for the period subsequent to the commencement of the cases. Capstone will charge a fixed monthly fee plus seek reimbursement for its out-of-pocket expenses. The fixed monthly fee will be earned as: a. Feb. 25, 2015, until February 28, -- $14,285; b. March 1, until March 31 -- $100,000; c. April 1,until April 30 -- $100,000; d. Thereafter -- $75,000/month. Upon confirmation, Capstone will also earn and subsequently be paid a success fee of 1% of the gross recovery value allocated to the general unsecured class. The hourly rates for Capstone for the period until Dec. 31, are: Executive Directors $625 - $895 Managing Directors $475 - $640 Directors $425 - $475 Consultants $250 - $375 Support Staff $125 - $325 The rates for the Capstone professionals anticipated to be assigned to the engagement until Dec. 31, and their hourly rates are: Chris Kearns $895 Duncan Pickett $725 Bruce Bingham $820 Jeffrey Dunn $640 Will Russo $625 Salman Tajuddin $510 Chau Hoang $440 Cory Griffin $250 To the best of the Committee's knowledge Capstone is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Altegrity Inc. Altegrity Inc. provides background investigations for the U.S. government; employment background and mortgage screening for commercial customers; technology-driven legal services and software for data management; and investigative, analytic, consulting, due diligence, and security services. Altegrity is principally owned by investment funds affiliated with Providence Equity Partners. Altegrity Inc. and 37 of its affiliates filed Chapter 11 Bankruptcy petitions (Bankr. D. Del. Lease Case No. 15-10226) on Feb. 8, 2015. Jeffrey S. Campbell signed the petitions as president and chief financial officer. The Debtors disclosed total assets of $1.7 billion and total liabilities of $2.1 billion as of June 30, 2014. M. Natasha Labovitz, Esq., Jasmine Ball, Esq., and Craig A. Bruens,Esq., at Debevoise & Plimpton LLP serve as the Debtors' counsel. Joseph M. Barry, Esq., Ryan M. Bartley, Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP, act as the Debtors' Delaware and conflicts counsel. Stephen Goldstein and Lloyd Sprung, at Evercore Group, LLC, are the Debtors' investment bankers. Kevin M. McShea and Carrianne J. M. Basler, at Alixpartners LLP serve as the Debtors' restructuring advisors. Prime Clerk LLC is the Debtors' claims and noticing agent. PricewaterhouseCoopers LLP serves as the Debtors' independent auditors. The Bankruptcy Court has scheduled for May 5, 2015, the hearing to consider the approval of the disclosure statement explaining the Debtor's plan, which proposes to liquidate the US Investigations Services. Land Line relates that USIS lost key federal background check contracts. The U.S. Trustee for Region 3 appointed six creditors to serve on the official committee of unsecured creditors. ALTEGRITY INC: OK'd to Pay Up to $400,000 Exit Financing Expenses ----------------------------------------------------------------- The U.S. Bankruptcy Court authorized Altegrity, Inc., et al., to (i) pay expenses in connection with exit financing; (ii) provide expense deposits to potential exit financing lenders; and (iii) provide indemnification to potential exit financing lenders aggregate amount of expenses of not to exceed $400,000. On May 1, Ryan M. Bartley, Esq., at Young Conaway Stargatt & Taylor, LLP, counsel for the Debtors, certified that as of the April 28, 2015 objection deadline for the financing motion, the Debtors received informal comments from their secured lenders and the Official Committee of Unsecured Creditors. In this relation, the Debtors made certain revisions to the original form of order. A copy of the revised order is availabe for free at: http://bankrupt.com/misc/Altegrity_494_384_cert_exitfin.pdf As reported in the Troubled Company Reporter on May 5, 2015, the Debtors requested for authorization to: a) pay fees and expenses of certain potential exit financing lenders in connection with the Debtors' efforts to obtain exit financing; b) provide expense deposits in an aggregate amount not to exceed $100,000 to reimburse the potential lenders' fees and expenses incurred in connection with the proposed exit financing; and c) provide indemnification to potential lenders for expenses, losses, claims, damages and liabilities arising out of or resulting from the process of considering whether to provide exit financing to Altegrity or any due diligence or investigation conducted in connection therewith. On March 30, 2015, the Debtors filed a motion seeking approval of their proposed disclosure statement. A key element of the restructuring contemplated by the Plan is the requirement for the Debtors enter into the exit facility by the effective date of the Plan in order to fund their ongoing business operations upon emergence. To that end, the Debtors are in negotiations with certain potentiallenders regarding a potential exit facility. In accordance with the Restructuring Support Agreement dated as of Feb. 2, 2015, on or prior to the effective date of the Debtors' plan of reorganization, the Debtors must put in place a new revolving credit facility in an amount up to $60 million, with capacity for the issuance of letters of credit. To comply with the milestones set forth in the RSA, the effective date of the Debtors' plan of reorganization and, correspondingly, the entry into the Exit Facilityâ€”must occur on or before July 8, 2015. The Debtors' failure to comply with such milestone may trigger a "Creditor Termination Event" under the RSA, which in turn may adversely impact the Debtors' ability to continue to operate their businesses and administer the chapter 11 cases. http://bankrupt.com/misc/Altegrity_384_exitfinancing.pdf About Altegrity Inc. Altegrity Inc. provides background investigations for the U.S. government; employment background and mortgage screening for commercial customers; technology-driven legal services and software for data management; and investigative, analytic, consulting, due diligence, and security services. Altegrity is principally owned by investment funds affiliated with Providence Equity Partners. Altegrity Inc. and 37 of its affiliates filed Chapter 11 Bankruptcy petitions (Bankr. D. Del. Lease Case No. 15-10226) on Feb. 8, 2015. Jeffrey S. Campbell signed the petitions as president and chief financial officer. The Debtors disclosed total assets of $1.7 billion and total liabilities of $2.1 billion as of June 30, 2014. M. Natasha Labovitz, Esq., Jasmine Ball, Esq., and Craig A. Bruens, Esq., at Debevoise & Plimpton LLP serve as the Debtors' counsel. Joseph M. Barry, Esq., Ryan M. Bartley, Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP, act as the Debtors' Delaware and conflicts counsel. Stephen Goldstein and Lloyd Sprung, at Evercore Group, LLC, are the Debtors' investment bankers. Kevin M. McShea and Carrianne J. M. Basler, at Alixpartners LLP serve as the Debtors' restructuring advisors. Prime Clerk LLC is the Debtors' claims and noticing agent. PricewaterhouseCoopers LLP serves as the Debtors' independent auditors. The Bankruptcy Court has scheduled for May 5, 2015, the hearing to consider the approval of the disclosure statement explaining the Debtor's plan, which proposes to liquidate the US Investigations Services. Land Line relates that USIS lost key federal background check contracts. The U.S. Trustee for Region 3 appointed six creditors to serve on the official committee of unsecured creditors. AMERICAN APPAREL: Former Consultant Nominates 2 Directors --------------------------------------------------------- Jeffrey Kolb, a former employee and consultant for American Apparel under Dov Charney who claims to own 986 shares of the Company's common stock, notified the Company that he is nominating two candidates for election as directors at the Company's 2015 annual meeting of stockholders, according to a document filed with the Securities and Exchange Commission. The first nominee is Adrian Kowalewski, who served in various executive and consulting positions at the Company under Dov Charney from 2006 to 2014, including as chief financial officer from 2008 to 2011, and as a director of the Company from 2007 to 2011. The second nominee is Gene Montesano, who had previously been proposed, but was then withdrawn, by Lion Capital as one of its board designees in accordance with the Lion Investment Agreement. Mr. Kolb also proposed that the Company adopt a resolution that would repeal any provision of the Company's bylaws in effect at the time of the annual meeting that was not included in the Company's bylaws as of Dec. 22, 2014. The Company, its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from stockholders in connection with the Company's 2015 Annual Meeting. The Company plans to file a proxy statement with the Securities and Exchange Commission in connection with the solicitation of proxies for the 2015 Annual Meeting. Additional information regarding the identity of these potential participants, none of whom owns in excess of 1 percent of the Company's shares of common stock, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the 2015 Proxy Statement and other materials to be filed with the SEC in connection with the 2015 Annual Meeting. About American Apparel American Apparel is a vertically-integrated manufacturer, distributor, and retailer of branded fashion basic apparel based in downtown Los Angeles, California. As of Sept. 30, 2014, American Apparel had approximately 10,000 employees and operated 245 retail stores in 20 countries including the United States and Canada. American Apparel also operates a global e-commerce site that serves over 60 countries worldwide at http://www.americanapparel.com. In addition, American Apparel operates a leading wholesale business that supplies high quality T-shirts and other casual wear to distributors and screen printers. Amid liquidity problems and declining sales, American Apparel in early 2011 reportedly tapped law firm Skadden, Arps, Slate, Meagher & Flom and investment bank Rothschild Inc. for advice on a restructuring. In April 2011, American Apparel said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. Under the deal, the investors were buying 15.8 million shares of common stock at 90 cents apiece. The deal allows the investors to purchase additional 27.4 million shares at the same price. American Apparel reported a net loss of $68.8 million in 2014, a net loss of $106 million in 2013 and a net loss of $37.3 million in 2012. As of March 31, 2015, the Company had $271 million in total assets, $416 million in total liabilities and a $144 million total stockholders' deficit. * * * The TCR reported on Nov. 21, 2013, that Moody's Investors Service downgraded American Apparel Inc.'s corporate family rating to Caa2. The clothing retailer's probability of default was also lowered one level and the outlook is negative. As reported by the TCR on Sept. 2, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Los Angeles-based American Apparel Inc. to 'CCC-' from 'CCC'. The outlook is negative. AMERICAN APPAREL: Sues Former CEO for Standstill Pact Violations ---------------------------------------------------------------- American Apparel, Inc. filed a lawsuit in the Delaware Court of Chancery against Dov Charney, the Company's former chief executive officer, for violations of the Nomination, Standstill and Support Agreement, dated July 9, 2014, according to a Form 8-K filed with the Securities and Exchange Commission. About American Apparel American Apparel is a vertically-integrated manufacturer, distributor, and retailer of branded fashion basic apparel based in downtown Los Angeles, California. As of Sept. 30, 2014, American Apparel had approximately 10,000 employees and operated 245 retail stores in 20 countries including the United States and Canada. American Apparel also operates a global e-commerce site that serves over 60 countries worldwide at http://www.americanapparel.com. In addition, American Apparel operates a leading wholesale business that supplies high quality T-shirts and other casual wear to distributors and screen printers. Amid liquidity problems and declining sales, American Apparel in early 2011 reportedly tapped law firm Skadden, Arps, Slate, Meagher & Flom and investment bank Rothschild Inc. for advice on a restructuring. In April 2011, American Apparel said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. Under the deal, the investors were buying 15.8 million shares of common stock at 90 cents apiece. The deal allows the investors to purchase additional 27.4 million shares at the same price. American Apparel reported a net loss of $68.81 million in 2014, a net loss of $106.29 million in 2013 and a net loss of $37.27 million in 2012. As of March 31, 2015, the Company had $271.28 million in total assets, $415.59 million in total liabilities and a $144.3 million total stockholders' deficit. * * * The TCR reported on Nov. 21, 2013, that Moody's Investors Service downgraded American Apparel Inc.'s corporate family rating to Caa2. The clothing retailer's probability of default was also lowered one level and the outlook is negative. As reported by the TCR on Sept. 2, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Los Angeles-based American Apparel Inc. to 'CCC-' from 'CCC'. The outlook is negative. ARCHDIOCESE OF ST. PAUL: Parish Creditors' Committee Sought ----------------------------------------------------------- Parties-in-interest responded to the motion of Mary Jo A. Jensen-Carter, Esq., at Buckley & Jensen, as counsel for a group of approximately 113 parishes located within the Archdiocese of Saint Paul and Minneapolis, to appoint parish creditors' committee. Ms. Jensen-Carter, in its motion, said that one of the major concerns confronting the parishes is that the existing unsecured creditors' committee is unable to adequately represent their interests. While additional costs will be incurred by the estate if a parish committee is established, the parishes' lack of adequate representation on the existing committee outweighs those costs. All interested parties agree that the parishes need to participate in the case. General unsecured creditors and other parties who supported and joined in the motion for appointment of a Creditors' Committee of Parishes included (i) Church of St. Thomas Becket; (ii) The Church of Saint Anne - Saint Joseph Hien; and (iii) St. Charles Borromeo of Minneapolis, Minnesota. The Official Committee of Unsecured Creditors has opposed the motion, noting that the parishes cannot satisfy the requisite standard to justify the extraordinary relief they sought, and the appointment of an official parish committee would create additional costs, unduly elevate the role of affiliates of the Debtor, and marginalize the existing Committee and its constituency. Additionally, appointing an official parish committee would materially reduce recoveries for other unsecured creditors -- including abuse survivors -- for the sole purpose of funding professional fees and costs of parishes, which are likely to be, in many instances, co-debtors with respect to abuse claims. About Archdiocese of St. Paul The Archdiocese of Saint Paul and Minneapolis was originally established by the Vatican in 1850 and serves a geographical area consisting of 12 greater Twin Cities metro-area counties in Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chisago, Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright counties. There are 187 parishes and approximately 825,000 Catholic individuals in the region. These individuals and parishes are served by 3999 priests and 173 deacons. The Archdiocese of St. Paul and Minneapolis filed for Chapter 11 protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan. 16, 2015, saying it has large and growing liabilities related to child sexual abuse and that its pension obligations are underfunded. The Debtor disclosed $45,203,010 in assets and $15,890,460 in liabilities as of the Chapter 11 filing. The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11 counsel; BGA Management LLC d/b/a Alliance Management as financial advisor; Lindquist & Vennum LLP as attorney. Eleven other dioceses have commenced Chapter 11 bankruptcy cases in the United States to settle claims from current and former parishioners who say they were sexually molested by priests. * * * The Debtor's exclusive period for filing a Chapter 11 plan and disclosure statement ends on Nov. 30, 2015. ASSOCIATED WHOLESALERS: Needs Until Aug. 10 to File Plan -------------------------------------------------------- ADI Liquidation, Inc., f/k/a AWI Delaware, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to further extend their exclusive plan filing period through and including Aug. 10, 2015, and their exclusive solicitation period through and including Oct. 5, 2015. In support of their extension request, the Debtors state: "The Debtors intend to maintain the speed and efficiency of these Chapter 11 Cases as they work to liquidate the Debtors' remaining assets and formulate a Chapter 11 liquidating plan; however, the Debtors are mindful of the time required to monetize certain remaining assets, conduct an analysis of claims filed and work with the Official Committee of Unsecured Creditors and other constituents to negotiate a consensual plan. The Debtors also require sufficient time to consider plan structure alternatives and the financial implications of each so that the resulting plan serves the best interests of the Debtors and their creditors. The Debtors thus seek a brief extension of the Exclusive Periods so that the Debtors, in consultation with their key constituents, can work to develop a viable chapter 11 plan." About Associated Wholesalers Founded in 1962 and headquartered in Robesonia, Pennsylvania, Associated Wholesalers Inc. serviced 800 supermarkets, specialty stores, convenience stores and superettes with grocery, meat, produce, dairy, frozen foods and general merchandise/health and beauty care products. AWI, with distribution facilities in Robesonia, Pennsylvania, and York, Pennsylvania, served the mid-Atlantic United States. AWI is owned by its 500 retail members, who in turn operate supermarkets. AWI had 1,459 employees. White Rose Inc. is a food wholesaler and distributor serving the greater New York Metropolitan area. The company traces its origins to 1886, when brothers Joseph and Sigel Seeman founded Seeman Brothers & Doremus to provide grocery deliveries throughout New York City. White Rose carries out its operations through three leased warehouse and distribution centers, two of which are located in Carteret, New Jersey, and one in Woodbridge, New Jersey. White Rose has 777 employees. Associated Wholesalers and its affiliates sought Chapter 11 bankruptcy protection on Sept. 9, 2014, to sell their assets under 11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and better offers. The Debtors have sought joint administration of their Chapter 11 cases for procedural purposes, seeking to maintain all pleadings on the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No. 14-12092. As of the Petition Date, the Debtors owe the Bank Group (consisting of lenders, Bank of America, N.A., Bank of American Securities LLC as sole lead arranger and joint book runner, Wells Fargo Capital Finance, LLC as joint book runner and syndication agent, and RBS Capital, as documentation agent) an aggregate principal amount of not less than $131,857,966 (inclusive of outstanding letters of credit), plus accrued interest. The Debtors estimate trade debt of $72 million. AWI Delaware disclosed $11,440 in assets and $125,112,386 in liabilities as of the Chapter 11 filing. Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal advisors to the Debtors, Lazard Middle Market is serving as financial advisor, and Carl Marks Advisors is serving as restructuring advisor to AWI. Carl Marks' Douglas A. Booth has been tapped as chief restructuring officer. Epiq Systems serves as the claims agent. The Official Committee of Unsecured Creditors tapped to retain Hahn & Hessen LLP as its lead counsel; Pepper Hamilton LLP as its co-counsel; and Capstone Advisory Group, LLC, together with its wholly-owned subsidiary Capstone Valuation Services, LLC, as its financial advisors. The Troubled Company Reporter, on Nov. 5, 2014, reported that the Bankruptcy Court authorized Associated Wholesalers, which changed its name to AWI Delaware, Inc., prior to the approval of the sale, to sell substantially all of its assets, including their White Rose grocery distribution business, to C&S Wholesale Grocers, Inc. The C&S purchase price consists of the lesser of the amount of the bank debt, which totals about $18.1 million and $152 million, plus other liabilities, which amount is valued at $194 million. C&S, according to Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, ended up paying $86.5 million more cash to be anointed as the winner at the auction. AWI Delaware notified the Bankruptcy Court on Nov. 12, 2014, that closing occurred in connection with the sale of their assets to C&S. AWI Delaware subsequently changed its name to ADI Liquidation, Inc., following the closing of the sale. ASSOCIATED WHOLESALERS: Spring Garden, Dover Properties Sale OK'd ----------------------------------------------------------------- The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware entered an order authorizing ADI Liquidation, Inc., et al., to sell real property pursuant to sale agreements, free and clear of liens, claims, encumbrances and interests. As reported by the Troubled Company Reporter on April 28, 2015, the Debtors sought authorization to sell two parcels of real property in York County, Pa., to Spring Lane, LLC, pursuant to two agreements of sale dated Jan. 18, 2015, and amended on March 9, 2015. The Spring Garden Property will be sold for $2.58 million, while the Dover Property will be sold $2.115 million. The Court has allowed the Debtors to sell the Dover Property and the Spring Garden Property to the Buyer. The terms and conditions of the sale agreements are also approved. Upon the closing of a sale of one or both of the Properties, fees payable to ROCK Commercial Real Estate, LLC, as real estate broker to the Debtors, will be paid: (i) from the gross proceeds of the sale, if the payment has been authorized by the Court; or (ii) if no authorization has yet been obtained, the fees will be segregated at closing and held by the Debtors, pending authorization by the Court. About Associated Wholesalers Founded in 1962 and headquartered in Robesonia, Pennsylvania, Associated Wholesalers Inc. serviced 800 supermarkets, specialty stores, convenience stores and superettes with grocery, meat, produce, dairy, frozen foods and general merchandise/health and beauty care products. AWI, with distribution facilities in Robesonia, Pennsylvania, and York, Pennsylvania, served the mid-Atlantic United States. AWI is owned by its 500 retail members, who in turn operate supermarkets. AWI had 1,459 employees. White Rose Inc. is a food wholesaler and distributor serving the greater New York Metropolitan area. The company traces its origins to 1886, when brothers Joseph and Sigel Seeman founded Seeman Brothers & Doremus to provide grocery deliveries throughout New York City. White Rose carries out its operations through three leased warehouse and distribution centers, two of which are located in Carteret, New Jersey, and one in Woodbridge, New Jersey. White Rose has 777 employees. Associated Wholesalers and its affiliates sought Chapter 11 bankruptcy protection on Sept. 9, 2014, to sell their assets under 11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and better offers. The Debtors have sought joint administration of their Chapter 11 cases for procedural purposes, seeking to maintain all pleadings on the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No. 14-12092. As of the Petition Date, the Debtors owe the Bank Group (consisting of lenders, Bank of America, N.A., Bank of American Securities LLC as sole lead arranger and joint book runner, Wells Fargo Capital Finance, LLC as joint book runner and syndication agent, and RBS Capital, as documentation agent) an aggregate principal amount of not less than $131,857,966 (inclusive of outstanding letters of credit), plus accrued interest. The Debtors estimate trade debt of $72 million. AWI Delaware disclosed $11,440 in assets and $125,112,386 in liabilities as of the Chapter 11 filing. Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal advisors to the Debtors, Lazard Middle Market is serving as financial advisor, and Carl Marks Advisors is serving as restructuring advisor to AWI. Carl Marks' Douglas A. Booth has been tapped as chief restructuring officer. Epiq Systems serves as the claims agent. The Official Committee of Unsecured Creditors tapped to retain Hahn & Hessen LLP as its lead counsel; Pepper Hamilton LLP as its co-counsel; and Capstone Advisory Group, LLC, together with its wholly-owned subsidiary Capstone Valuation Services, LLC, as its financial advisors. The Troubled Company Reporter, on Nov. 5, 2014, reported that the Bankruptcy Court authorized Associated Wholesalers, which changed its name to AWI Delaware, Inc., prior to the approval of the sale, to sell substantially all of its assets, including their White Rose grocery distribution business, to C&S Wholesale Grocers, Inc. The C&S purchase price consists of the lesser of the amount of the bank debt, which totals about $18.1 million and $152 million, plus other liabilities, which amount is valued at $194 million. C&S, according to Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, ended up paying $86.5 million more cash to be anointed as the winner at the auction. AWI Delaware notified the Bankruptcy Court on Nov. 12, 2014, that closing occurred in connection with the sale of their assets to C&S. AWI Delaware subsequently changed its name to ADI Liquidation, Inc., following the closing of the sale. ATLS ACQUISITION: June 16 Hearing on Bid to Extend Removal Period ----------------------------------------------------------------- The U.S. Bankruptcy Court in Delaware is set to hold a hearing on June 16 to consider ATLS Acquisition LLC's request to extend the deadline to remove lawsuits to July 13. Objections to the proposed extension must be filed on or before May 28. About Liberty Medical Entities that own diabetics supply provider Liberty Medical led by ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than three months after a management buy-out and amid a notice by the lender who financed the transaction that it's exercising an option to acquire the business. Liberty has been in business for 22 years serving the needs of both type 1 and type 2 diabetic patients. Liberty is a mail order provider of diabetes testing supplies. In addition to diabetes testing supplies, the Debtors also sell insulin pumps and insulin pump supplies, ostomy, catheter and CPAP supplies and operate a large mail order pharmacy. Liberty operates in seven different locations and has 1,684 employees. Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the Debtor's counsel; Ernst & Young LLP to provide investment banking advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent for the Clerk of the Bankruptcy Court. An official committee of unsecured creditors has been appointed in the case and consists of LifeScan, Inc., Abbott Laboratories, and Teva Pharmaceuticals USA, Inc. They are represented by Joseph H. Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent, Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S. Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein Sandler LLP. The Committee has tapped Mesirow Financial Consulting, LLC, as financial advisors. * * * In November 2014, the Debtor received the green light from the Bankruptcy Court for its $68.5 million sale to an investment group led by private equity firm Palm Beach Capital. The auction for the assets boosted the purchase price by more than $20 million. AVONDALE PARK: Case Summary & 10 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Avondale Park Apartments 1351 Avondale Drive Clarksville, TN 37040 Case No.: 15-bk-03468 Chapter 11 Petition Date: May 20, 2015 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Hon. Marian F Harrison Debtor's Counsel: Steven L. Lefkovitz, Esq. LAW OFFICES LEFKOVITZ & LEFKOVITZ 618 Church St Ste 410 Nashville, TN 37219 Tel: 615 256-8300 Fax: 615 255-4516 Email: slefkovitz@lefkovitz.com Total Assets: $3.92 million Total Liabilities: $2.82 million The petition was signed by Elaina V. Johnson, managing general partner. A list of the Debtor's 10 largest unsecured creditors is available for free athttp://bankrupt.com/misc/tnmb15-03468.pdf BASS PRO: Moody's Affirms Ba3 CFR & Rates New $1.74BB Loan B1 ------------------------------------------------------------- Moody's Investors Service affirmed the Ba3 Corporate Family and Ba3-PD Probability of Default Ratings of Bass Pro Group, LLC and assigned a B1 rating to the company's proposed $1.74 billion senior secured term loan due 2020. The ratings outlook is stable. Proceeds from the proposed term loan will be used to refinance the company's existing term loan, repay outstanding revolver and FILO loan balances and pay a $300 million distribution to shareholders. The assigned rating is contingent upon closing of the transaction and review of final documentation. The following rating was assigned: -- $1.74 billion senior secured term loan due 2020 at B1 (LGD 4) The following ratings have been affirmed: -- Corporate Family Rating at Ba3; -- Probability of Default Rating at Ba3-PD. The following rating was affirmed and will be withdrawn upon completion of the refinancing: -- Guaranteed senior secured term loan due 2019 at B1 (LGD 4). "Bass Pro's financial policy is aggressive, and the company is once again increasing leverage to fund a distribution to its shareholders," said Moody's analyst, Mike Zuccaro. "Lease-adjusted leverage will rise to over 6.0 times. However, the company has historically demonstrated the ability to profitably grow revenue and meaningfully reduce leverage. The affirmation reflects our expectation that this will continue to be the case, with leverage declining below 5.0 times within the next 18 months." Mr. Zuccaro also noted that the transaction will improve the company's liquidity by repaying outstanding balances under its revolver, extending the maturity of the term loan to 2020 from 2019 and re-setting covenant levels with ample cushion. Bass Pro's Ba3 rating reflects the company's well recognized brand name in the outdoor recreational products market, the relatively stable overall demand characteristics of this market, very broad product offering, and demonstrated ability to profitably grow its asset base. Bass Pro's revenue, EBITDA, and EBITDA margins have grown steadily over the past few years a result of positive same store sales, modest store expansion, and successful shift in sales towards higher margin proprietary products. The company also benefited from a lower cost structure in its marine business. Key credit concerns include Bass Pro's relatively moderate size in terms of both number of stores and annual revenue, along with the company's meaningful participation in the boat industry, which has highly cyclical demand and accounts for nearly 20% of Bass Pro's consolidated revenue. The stable rating outlook recognizes Bass Pro's plans to meaningfully grow its store base over the intermediate term, and assumes the company will effectively manage growth while reducing leverage to below 5.0 times in the next 18 months while maintaining good liquidity. Ratings could be upgraded if Bass Pro achieves expected returns on growth with consistent positive free cash flow, and demonstrates the ability and willingness to achieve and maintain debt/EBITDA at or below 4.0 times at all times. Difficulty executing growth plans could lead to downward pressure on the rating. A ratings downgrade could occur if operating performance were to materially deteriorate or if financial policies became more aggressive, leading to debt/EBITDA remaining above 5.0 times on a sustained basis. The principal methodology used in these ratings was Global Retail Industry published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. BG MEDICINE: To Offer 495,000 Shares Under Stock Plans ------------------------------------------------------ BG Medicine, Inc. filed a Form S-8 registration statement with the Securities and Exchange Commission to register 494,990 shares of common stock issuable under the Company's 2010 Employee, Director and Consultant Stock Plan and 2010 Employee Stock Purchase Plan. A copy of the prospectus is available at http://is.gd/14LXER About BG Medicine Waltham, Mass.-based BG Medicine is a diagnostics company focused on the development and commercialization of novel cardiovascular diagnostic tests to address significant unmet medical needs, improve patient outcomes and contain healthcare costs. The Company is currently commercializing two diagnostic tests, the first of which is the BGM Galectin-3 test, a novel assay for measuring galectin-3 levels in blood plasma or serum for use as an aid in assessing the prognosis of patients diagnosed with heart failure. The Company's second diagnostic test is the CardioSCORE test, which is designed to identify individuals at high risk for near-term, significant cardiovascular events, such as heart attack and stroke. BG Medicine reported a net loss of $8.06 million on $2.78 million of total revenues for the year ended Dec. 31, 2014, compared to a net loss of $15.8 million on $4.07 million of total revenues for the year ended Dec. 31, 2013. The Company previously reported a net loss of $23.8 million in 2012. Deloitte & Touche LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company's recurring losses from operations, recurring cash used in operating activities and accumulated deficit raise substantial doubt about its ability to continue as a going concern. BG MEDICINE: To Sell $75 Million Worth of Securities ---------------------------------------------------- BG Medicine, Inc., filed with the Securities and Exchange Commission a Form S-3 registration statement relating to the issuance of up to $75,000,000 of its common stock, preferred stock, debt securities, warrants, rights, purchase contracts and units. The Company's common stock is listed on The Nasdaq Capital Market under the symbol "BGMD." On May 18, 2015, the last reported sale price of the Company's common stock was $0.65 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, on The Nasdaq Capital Market or any securities market or other securities exchange of the securities covered by the prospectus supplement. A full-text copy of the Form S-3 prospectus is available at: http://is.gd/EwUhsR About BG Medicine Waltham, Mass.-based BG Medicine is a diagnostics company focused on the development and commercialization of novel cardiovascular diagnostic tests to address significant unmet medical needs, improve patient outcomes and contain healthcare costs. The Company is currently commercializing two diagnostic tests, the first of which is the BGM Galectin-3 test, a novel assay for measuring galectin-3 levels in blood plasma or serum for use as an aid in assessing the prognosis of patients diagnosed with heart failure. The Company's second diagnostic test is the CardioSCORE test, which is designed to identify individuals at high risk for near-term, significant cardiovascular events, such as heart attack and stroke. BG Medicine reported a net loss of $8.06 million on $2.78 million of total revenues for the year ended Dec. 31, 2014, compared to a net loss of $15.8 million on $4.07 million of total revenues for the year ended Dec. 31, 2013. The Company previously reported a net loss of $23.8 million in 2012. Deloitte & Touche LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company's recurring losses from operations, recurring cash used in operating activities and accumulated deficit raise substantial doubt about its ability to continue as a going concern. BON-TON STORES: Declares Cash Dividend on Common Stock ------------------------------------------------------ The Bon-Ton Stores, Inc.'s Board of Directors declared a cash dividend of five cents per share on the Class A Common Stock and Common Stock of the Company payable Aug. 3, 2015, to shareholders of record as of July 17, 2015. About Bon-Ton Stores Bon-Ton Stores, a Pennsylvania corporation, was founded in 1898 and is a department store operator in the United States, offering a broad assortment of brand-name fashion apparel and accessories for women, men and children. The Company's merchandise offerings also include cosmetics, home furnishings and other goods. The Company currently operate 270 stores in 26 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates, encompassing a total of approximately 25 million square feet. Bon-Ton Stores reported a net loss of $6.97 million on $2.75 billion of net sales for the fiscal year ended Jan. 31, 2015, compared to a net loss of $3.55 million on $2.77 billion of net sales for the fiscal year ended Feb. 1, 2014. The Company reported a net loss of $21.6 million for the fiscal year ended Feb. 2, 2013. * * * As reported by the TCR on May 15, 2013, Moody's Investors Service upgraded Bon-Ton Stores's Corporate Family Rating to 'B3' from 'Caa1' and its Probability of Default Rating to 'B3-PD' from 'Caa1-PD'. "The upgrade of Bon-Ton's Corporate Family Rating considers the company's ability to drive modest same store sales growth as well as operating margin expansion beginning in the second half of 2012 and that these positive trends have continued, with the company reporting that its same store were positive, and EBITDA margins expanded, in the first fiscal quarter of 2013," said Moody's Vice President Scott Tuhy. As reported by the TCR on May 17, 2013, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Bon-Ton Stores. BOSTON RESTAURANT: Case Summary & 25 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Boston Restaurant Associates, Inc. 15-11101 48 Cummings Park Woburn, MA 01801 Fantail Restaurant, Inc. 15-11102 Regina Pizzeria at Fenway, Inc. 15-11103 Pizzeria Regina of Kingston, Inc. 15-11104 Ocean, Inc. 15-11105 Polcari Enterprises, Inc. 15-11106 Polcari's, Inc. 15-11107 Polcari's of Woburn, Inc. 15-11108 Pizzeria Regina of Medford, Inc. 15-11109 Type of Business: Owners and operators of pizzerias and restaurants Chapter 11 Petition Date: May 20, 2015 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Brendan Linehan Shannon Debtors' Counsel: Kevin Scott Mann, Esq. CROSS & SIMON, LLC 1105 N. Market Street, Suite 901 P.O. Box 1380 Wilmington, DE 19899-1380 Tel: 302-777-4200 Fax: 302-777-4224 Email: kmann@crosslaw.com - and - Christopher Page Simon, Esq. CROSS & SIMON, LLC 1105 North Market Street, Suite 901 Wilmington, DE 19899 Tel: 302-777-4200 Fax: 302-777-4224 Email: csimon@crosslaw.com Debtors' NIXON PEABODY LLP Co-Counsel: Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Peter E. Salas, president. Consolidated List of Debtors' 25 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Mall at Solomon Pond, LLC Lease Obligation $239,150 MMNH Mall, LLC Lease Obligation $212,132 Independence Center Lease Obligation $174,675 Mall at Liberty Tree, LLC Lease Obligation $107,109 BP Watertown Retail, LLC Lease Obligation $103,042 Pheasant Lane Realty Trust Lease Obligation $83,609 Mayflower Emerald Square, LLC Lease Obligation $67,573 NCR Merchant Solutions Trade Debt $26,465 Awearness Design Trade Debt $1,116 East Coast Associates Trade Debt $855 Thompson's Inc. Trade Debt $500 Allstate Fire Equipment Trade Debt $172 Eastern Bakers Supply Co., Trade Debt $171 Atlas Paper Company Trade Debt $168 Harbour Food Service Equip. Trade Debt $143 Sherman Specialty Company Trade Debt $106 DMX, Inc. Trade Debt $79 Cintas Corporation Trade Debt $72 Costa Fruit & Produce Company, Inc. Trade Debt $68 Wind River Environmental, LLC Trade Debt $63 H-I-M Mechanical Systems, Inc. Trade Debt $54 Southern New Hampshire Pest Control Trade Debt $35 FedEx Corporation Trade Debt $24 LaMarca & Sons Baking Co., Inc. Trade Debt $20 W.B. Mason Co., Inc. Trade Debt $13 CAL DIVE: "Bratkowski" Proceedings Stayed ----------------------------------------- District Judge Martin L. C. Feldman granted Cal Dive International, Inc.'s motion to stay proceedings in the case captioned KENNETH H. BRATKOWSKI v. CAL DIVE INTERNATIONAL, INC., CIVIL ACTION NO. 15-294 (E.D. La.). A marine personal injury case was filed by Kenneth H. Bratkowski against Cal Dive International, Inc., seeking to recover under the Jones Act and under the general maritime law. On March 16, 2015, Cal Dive filed a Notice of Filing Bankruptcy and sought an order staying Bratkowski's lawsuit against it in light of the bankruptcy proceeding. In granting the defendant's motion to stay proceedings, Judge Feldman held that the automatic stay that took effect by operation of 11 U.S.C. Section 362 has suspended the district court's authority to continue the judicial proceedings pending against Cal Dive. A copy of the April 20, 2015 order is available at http://is.gd/gTurHDfrom Leagle.com. Kenneth H. Bratkowski, Plaintiff, represented by Robert Lansden, Lansden Law Firm & Thomas Massa Discon, Discon Law Firm. Cal Dive International, Defendant, represented by Ralph E. Kraft, Kraft Gatz, LLC, Bryan Edward Lege -- blege@davidsonmeaux.com , Kraft Gatz, LLC & Frederick Douglas Gatz, Jr., Kraft Gatz, LLC. About Cal Dive International, Inc. 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 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; Jones Walker Jones Walker LLP as corporate 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. The U.S. Trustee for Region 3 formed a five-member committee of unsecured creditors in the case. The Committee retained Akin Gump Strauss Hauer & Feld LLP and Pepper Hamilton LLP as co-counsel; and Guggenheim Securities, LLC as exclusive investment banker. CAPSTONE LOGISTICS: Moody's Affirms 'B3' Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service affirmed the B3 Corporate Family Rating of Capstone Logistics Acquisition, Inc. Moody's also affirmed the Caa2 second lien senior secured term loan rating, and upgraded the first lien senior secured revolver and term loan ratings to B1 from B2. The rating outlook is stable. Capstone plans to fund the acquisition of Pinnacle Workforce Logistics, LLC with the upsizing of its existing senior secured first lien credit facility to $360 million from $217.5 million and senior secured second lien credit facility to $102.5 million from $65 million, along with an equity infusion from its financial sponsor The Jordan Company L.P. and cash from the balance sheet. The additional second lien debt provides greater cushion for the first lien instruments, resulting in their higher ratings. Upgrades: Issuer: Capstone Logistics Acquisition, Inc. -- Senior Secured 1st Lien Bank Credit Facilities, Upgraded to B1 (LGD2) from B2 (LGD3) Affirmations: Issuer: Capstone Logistics Acquisition, Inc. -- Probability of Default Rating, Affirmed B3-PD -- Corporate Family Rating, Affirmed B3 -- Senior Secured 2nd Lien Bank Credit Facility, Affirmed Caa2 (LGD5) Outlook Actions: Issuer: Capstone Logistics Acquisition, Inc. -- Outlook, Remains Stable The B3 CFR considers Capstone's small size, elevated financial leverage and anticipation of limited strengthening of credit metrics in the next 12 to 18 months as a result of Capstone's acquisitive growth. The company's business model requires little fixed assets, which provides favorable profit margins and free cash flow to debt relative to those reported by larger rated logistics companies. Benefits of increasing scale, proprietary information systems and employee management make the company's outsourcing services compelling, particularly to grocers looking to lower costs and focus on core activities. The company mainly provides personnel and management to distribution centers utilized by its customers. Moody's believes Capstone's scale and customer diversification will be enhanced as a result of the Pinnacle acquisition. The increased scale and additional exposure to countercyclical verticals such as pharmaceutical retail will complement Capstone's positioning as a leading provider of outsourced labor solutions for distribution center operations. Capstone's customer concentration, however, will remain high, albeit primarily in the grocery sector, a vertical that has demonstrated resiliency in past recessions. The service offering is also somewhat limited, in Moody's view. Uncertainty about Capstone's ability to sustain its operating margin and free cash flow profile as it expands its service offering and/or industry coverage will weigh on the ratings. Integration risk resulting in margin contraction as Capstone continues to expand could slow EBITDA growth and limit future leverage improvement. There are no major debt maturities until 2019 and Moody's anticipates the revolver will remain undrawn at closing. Expectations of ongoing free cash flow generation given the minimal capital expenditure requirements demonstrates a good liquidity profile in Moody's view. As well, Capstone intends to upsized it's typically undrawn revolver by $15 million to $50 million. The stable outlook is predicated on Moody's expectation that Capstone Logistics is able to generate positive free cash flow, organically grow its operations, and sustain operating margins of about 10.0%. The ratings could be downgraded if operating margins are sustained below 10.0% or Debt to EBITDA approaches 7x. These metrics are weaker (higher leverage and lower margins) as a result of recent transactions, namely Capstone's purchase by Jordan and the Pinnacle acquisition, and Moody's anticipates improvement when integration has been completed and emphasis organic growth returns. Ratings could also be lowered if FFO to Debt is less than 6.0% or if EBIT to Interest falls below 1x. The ratings could be upgraded if free cash flow is applied to meaningful debt repayment, such that Debt to EBITDA approaches 5x and FFO to Debt increases to at least 10.0%. The principal methodology used in these ratings was Global Surface Transportation and Logistics Companies published in April 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Capstone Logistics Acquisition, Inc. is a supply chain solutions provider offering customers outsourced distribution center services for non-core labor intensive operations. Capstone is owned by The Jordan Company L.P. CEQUEL COMMUNICATIONS: S&P Puts 'B+' CCR on CreditWatch Neg. ------------------------------------------------------------ Standard & Poor's Ratings Services said it placed its 'B+' corporate credit rating on St. Louis-based Cequel Communications Holdings I LLC on CreditWatch with negative implications. "At the same time, we placed our 'BB' issue-level rating on operating subsidiary Cequel Communications LLC's senior secured debt, as well as our 'B-' issue-level rating on the company's senior unsecured notes, on CreditWatch with negative implications. Altice has disclosed that the transaction will be financed with $6.7 billion of new and existing debt at Cequel, as well as a $500 million vendor loan note from BC Partners and CPP Investment Board that we expect to treat as debt. Altice has not disclosed the potential debt tranching at this time, and as a result, we are uncertain of the ultimate impact on our existing senior secured and unsecured ratings. Depending on the mix of debt, as well as our recovery and valuation assumptions, we could either affirm or lower our 'B-' issue-level rating on the company's existing senior secured notes due 2020 and 2021," S&P said. "The CreditWatch listing reflects our expectation that we will lower the corporate credit rating by one notch upon close of the acquisition," said Standard & Poor's credit analyst Michael Altberg. S&P expects pro forma leverage will increase to the mid-7x area in 2015, from about 5.8x in 2014, and that leverage will likely remain at or above 7x over at least the next 12 months. Although S&P believes the company has the ability to reduce leverage fairly quickly, by over 0.5x annually through organic growth and potential cost synergies, in S&P's view, leverage could remain elevated depending upon the aggressiveness of Altice's financial policy and the potential for additional U.S.-based acquisitions over the next few years. Altice S.A. is a pure holding company whose main assets are its 78% stake in Numericable-SFR and 100% ownership of Altice International, which owns non-French assets. The company has been fairly acquisitive over the last 12 months, and S&P believes it could look to use Cequel as a platform for further consolidation in the U.S. The CreditWatch listing reflects the likelihood of a one notch downgrade upon completion of Altice's acquisition of a 70% stake in Cequel. S&P will continue to monitor developments around the transaction, including Altice's planned financing, and update S&P's CreditWatch accordingly. S&P currently expects the transaction to close in late 2015. CIMAREX ENERGY: S&P Raises Corp. Credit Rating From 'BB+' --------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating and senior unsecured note rating on Denver-based Cimarex Energy Co. to 'BBB-' from 'BB+'. The outlook is stable. "The stable rating outlook on Cimarex reflects our view that the company will increase reserves and production through a more aggressive drilling program primarily funded with free cash flows and proceeds from the equity issuance," said Standard & Poor's credit analyst Michael Tsai. "We expect FFO to debt to fall below 60% in 2015, but to improve in 2016." S&P could lower the rating if credit measures weaken such that Cimarex's projected FFO to debt is below 30% under current industry conditions for a sustained period. This could occur if crude oil and natural gas prices further weaken and the company materially outspends cash flows with weaker-than-expected production. S&P views an upgrade over the next 12-18 months as unlikely because it would require a multiyear drilling program to improve its business risk profile such that it was comparable with other 'BBB' rated peers, including further meaningful increases in its reserves and productions and improvements in its geographic diversity while maintaining FFO to debt greater than 45% under current industry conditions. CITY LINK FOUNDATION: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: The City Link Foundation A California non-profit corporation 4506 Federal Blvd., Suite A San Diego, CA 92102 Case No.: 15-03380 Chapter 11 Petition Date: May 20, 2015 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Hon. Margaret M. Mann Debtor's Counsel: Andrew H. Griffin, III, Esq. LAW OFFICES OF ANDREW H. GRIFFIN, III 275 East Douglas Avenue, Suite 112 El Cajon, CA 92020 Tel: 619-440-5000 Fax: 619-440-5991 Email: Griffinlaw@mac.com Total Assets: $814,648 Total Liabilities: $2.41 million The petition was signed by Cynthia Sanders, CEO. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/casb15-03380.pdf COLFAX CORP: S&P Assigns 'BB+' Rating on $1.7BB Unsecured Loans --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB+' issue-level rating and '3' recovery rating to Maryland-based Colfax Corp.'s $1 billion senior unsecured revolving credit facility due 2020 and $750 million senior unsecured term loan due 2020. Colfax plans to use proceeds from the term loan and revolver borrowings to refinance a portion of its existing bank debt, as well as for working capital and general corporate purposes. The '3' recovery rating indicates S&P's expectation for meaningful (50% to 70%; in the higher half of the range) recovery in the event of payment default. The 'BB+' corporate credit rating and stable outlook on Colfax remain unchanged. The company maintains a good market position, broad geographic diversity, and a significant portion of revenue from aftermarket or consumables sales. These positive credit factors are partially offset by the company's exposure to cyclical and highly competitive markets, as well as expected near-term softness in oil and gas and power generation markets. S&P assess Colfax's business risk profile as "satisfactory," as defined in S&P's criteria. Acquisitions remain an important component of the company's growth strategy, and S&P expects that Colfax will finance its acquisitions in a prudent manner. S&P forecasts that Colfax will maintain debt to EBITDA below 3x and a funds from operations to debt ratio of 20% to 30% over the next 12 months, consistent with a "significant" financial risk profile, as defined in S&P's criteria. RECOVERY ANALYSIS -- S&P's simulated default scenario contemplates a steep and prolonged economic downturn, resulting in a weakness in Colfax's main end markets such as power generation, oil and gas, general industrial, commercial marine, and mining industries. Under this scenario, the resulting weak volumes and pricing pressure would hurt fixed-cost absorption and reduce profitability and cash flow. Together with increasing amortization in 2018, S&P assumes this leads to a payment default in the first half of 2018. -- Colfax's pro forma debt structure will primarily consist of: a $1.75 billion bank facility, an $80 million U.S. accounts receivable securitization facility, and various unfunded letter of credit facilities totaling about $670 million. All bank debt is borrowed by Colfax Corp. and guaranteed by essentially all domestic subsidiaries. About $200 million of the letter of credit facilities are borrowed in the U.S. The remaining letter of credit facilities are primarily at foreign subsidiaries and also unsecured. -- S&P assumes the receivable facility is fully utilized at default and adjust S&P's valuation for the sold receivables. S&P do not assume any exposure for letters of credit, which predominantly back customer prepayments, since S&P expects Colfax to reorganize and continue to meet these contractual obligations. S&P assumes the revolving facilities on Colfax's bank loan are 85% utilized at default. Although S&P's analysis suggests the possibility of a recovery of greater than 70% on the unsecured bank facility, S&P has capped its recovery rating on this debt at '3' (50%-70%), consistent with S&P's practice of capping unsecured recovery ratings on debt issued by 'BB' category companies at '3'. This is meant to reflect the heightened risk that such companies may change their capital structure in ways that would impair unsecured recovery prospects. In addition, S&P notes that the high recovery rate before the cap also reflects significant scheduled debt amortization before S&P's simulated default date, as well as the absence of other material debt obligations. S&P has included the potential impact of significant nondebt liabilities, which primarily relate to pensions. Foreign pensions reside at nonguarantor entities and thus would have a structurally senior claim to the foreign value relative to U.S. creditors. Simulated default assumptions: -- Simulated year of default: 2018 -- EBITDA at emergence: $380 million -- EBITDA multiple: 5x Simplified waterfall: -- Net enterprise value (after 3% administrative costs): $1.843 billion -- Valuation split (U.S./foreign): 25%/75% -- Adjustment to value (sold receivables): $80 million -- Structurally senior liabilities (primarily pension deficits) at foreign subsidiaries: $195 million ------------------ -- Estimated value available to unsecured creditors in the U.S.: $1.569 billion -- Senior unsecured bank debt: $1.879 billion -- Other senior unsecured claims (domestic pensions): $110 million --Recovery expectations 50%-70% (upper half of the range) Note: All debt amounts include six months of prepetition interest. Ratings List Colfax Corp. Corp credit rating BB+/Stable/-- New Rating Colfax Corp. Senior Unsecured $1 bil revolv credit facility due 2020 BB+ Recovery rating 3H $750 mil term loan due 2020 BB+ Recovery rating 3H COLT DEFENSE: Skips Interest Payment Again ------------------------------------------ Stephanie Gleason, writing for the Daily Bankruptcy Review, reported that gun manufacturer Colt Defense LLC again skipped its semi-annual interest payment to bondholders as it works to execute a debt restructuring deal. According to the report, the company has warned all year that it likely wouldn't be able to make the $10.9 million payment due May 15 as it faces severe liquidity constraints. As a result of the skipped payment, Colt has entered a 30-day grace period with the bondholders, after which the group could take action against Colt to collect the debt, the report related. About Colt Defense Colt Defense LLC, headquartered in West Hartford, CT, manufactures small arms weapons systems for individual soldiers and law enforcement personnel for the U.S. military, U.S. law enforcement agencies, and foreign militaries. Post the July 2013 acquisition of New Colt Holding Corp., the parent company of Colt's MANUFACTURING COMPANY, the company also has direct access to the commercial end-market for rifles, carbines and handguns. Revenues for the last twelve months ended June 30, 2014 totaled $243 million. The Company's balance sheet at Sept. 28, 2014, showed $247 million in total assets, $417 million in total liabilities and a $170 million total deficit. "As it is probable that we may not have sufficient liquidity to be able to make our May 15, 2015 Senior Notes interest payment without meeting our internal projections (including addressing our Senior Notes), our long-term debt has been classified as current in the consolidated balance sheet. Currently we do not have sufficient funds to repay the debt upon an actual acceleration of maturity. In the event of an accelerated maturity, our lenders may take actions to secure their position as creditors and mitigate their potential risks. These events would adversely impact our liquidity. These factors raise substantial doubt about our ability to continue as a going concern," the Company stated in the quarterly report for the period ended Sept. 28, 2014. * * * As reported by the TCR on Nov. 17, 2014, Moody's Investors Service downgraded Colt Defense's Corporate Family Rating to 'Caa3' from 'Caa2' and Probability of Default Rating to 'Caa3-PD' from 'Caa2-PD'. Concurrently, Moody's lowered the rating on the company's $250 million senior unsecured notes to 'Ca' from 'Caa3'. The downgrade was based on statements made by Colt Defense in its Nov. 12, 2014 Form NT 10-Q filing. In the filing the company indicated that it expects to report a decline in net sales for the three month period ended Sept. 28, 2014 versus the same period in 2013 of 25 percent together with a decline in operating income of 50 percent. As reported by the TCR in February 2015, Standard & Poor's Ratings Services lowered its corporate credit rating on Colt Defense to 'CCC-' from 'CCC'. The downgrade reflects an increased likelihood that the company may enter into a debt restructuring in the coming months that S&P would consider a distressed exchange and, hence, a default. COMMSCOPE INC: S&P Lowers Debt Ratings to 'BB', Off CreditWatch --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on Hickory, N.C.-based global telecommunications infrastructure solutions provider CommScope Inc.'s senior secured and unsecured debt and removed the ratings from CreditWatch, where S&P had placed them with negative implications on Jan. 28, 2015. S&P lowered its issue-level rating on CommScope's senior secured debt to 'BB' from 'BB+' and revised the recovery rating to '2' from '1'. The '2' recovery rating indicates S&P's expectation for substantial recovery (70% to 90%, in the lower half of the range) for secured lenders in the event of payment default. S&P lowered its issue-level rating on the company's senior unsecured debt to 'B' from 'BB-' and revised the recovery rating to '6' from '4'. The '6' recovery rating indicates S&P's expectation for negligible recovery (0% to 10%) for unsecured lenders in the event of payment default. In addition, S&P removed its 'B' issue-level rating on CommScope Holding Co. Inc.'s paid-in-kind notes from CreditWatch negative. The recovery rating remains '6'. At the same time, S&P assigned a 'BB' issue-level rating with a recovery rating of '2' (lower half of the 70%-90% range) to the company's proposed $1.25 billion senior secured term loan B due 2022 and $500 million senior secured notes due 2020. S&P also assigned a 'B' issue-level rating with a recovery rating of '6' to the company's proposed $1.5 billion senior unsecured notes due 2025. CommScope Technologies LLC will be the borrower of the new unsecured notes, which will rank equal to the unsecured notes issued by CommScope Inc. S&P expects the company to use the proceeds of the secured term loan and unsecured notes to fund most of the purchase price for its acquisition of TE Connectivity's Broadband Network Solutions (BNS) business. It will use the proceeds of the secured notes to fully repay its secured term loan due 2017 and partially repay its secured term loan due 2018. The corporate credit rating on CommScope remains 'BB-' and the outlook is stable. The debt ratings reflect a higher mix of secured credit facilities with the addition of the new debt CommScope plans to issue to buy BNS. S&P now expects only partial recovery for secured lenders in a default scenario, leaving very little value for unsecured lenders. RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario assumes a payment default in 2019, driven by reduced investment in communication infrastructure by large customers, and a declining commercial and residential construction market during a global downturn. S&P also assumes slower-than-expected adoption of advanced communications technologies in emerging markets and volatile commodity pricing. S&P has valued the company on a going-concern basis using a 5x multiple and its estimated emergence EBITDA. The multiple is in line with the multiples S&P uses in recovery analysis for other technology hardware companies with similar business profile characteristics. Simulated default assumptions -- Simulated year of default: 2019 -- EBITDA at emergence: $442 million -- EBITDA multiple: 5x Simplified waterfall -- Net enterprise value (after 7% administrative costs): $2.05 billion -- Valuation split (obligors/non-obligors): 60%/40% -- Collateral value available to secured creditors: $1.77 billion -- Asset-based lending facilities: $341 million --Recovery expectations: N.A. -- Term loan debt: $2.10 billion --Recovery expectations: 70% to 90% (lower half of the range) -- Total value available to unsecured claims: $288 million -- Senior unsecured debt and pari-passu claims: $3.59 million -- Recovery expectations: 0% to 10% -- Senior subordinated debt: $591 million -- Recovery expectations: 0% to 10% Notes: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from non-obligors after non-obligor debt. N.A.--Not applicable. The corporate credit rating reflects S&P's view that CommScope is likely to reduce adjusted leverage to the low-4x area in 2016, from about 5x pro forma for the BNS acquisition as of March 31, 2015, as the company integrates the business, captures cost synergies, and repays debt. The rating also reflects S&P's view of the company's cyclical operating environment and transition risk associated with integrating BNS, partly offset by its leading market positions, and the increased scale and end-market diversity that the acquisition will provide. RATINGS LIST CommScope Holding Co Inc. CommScope Inc. Corporate Credit Rating BB-/Stable/-- New Rating CommScope Inc. $1.25 bil. term loan B due 2022 Senior Secured BB Recovery Rating 2L $500 mil. notes due 2020 BB Senior Secured Recovery Rating 2L CommScope Technologies LLC $1.5 bil. notes due 2025 Senior Unsecured B Recovery Rating 6 Downgraded; Removed From CreditWatch; Recovery Ratings Unchanged To From Ratings Remaining On CreditWatch; Recovery Ratings Unchanged CommScope Inc. Senior Secured BB BB+/Watch Neg Recovery Rating 2L 1 Senior Unsecured B BB-/Watch Neg Recovery Rating 6 4 Removed From CreditWatch; Recovery Rating Unchanged CommScope Holding Co Inc. Senior Unsecured PIK notes B B/Watch Neg Recovery Rating 6 6 CORINTHIAN COLLEGES: Groups Petition for Student Loan Cancellation ------------------------------------------------------------------ Tom Hals at Reuters reports that more than 50 consumer and labor organizations have urged U.S. Secretary of Education Arne Duncan in a joint petition to cancel federal student loans owed by 78,000 who attended Corinthian Colleges, Inc. schools. The Department of Education had the authority because Corinthian misrepresented its job placement rates and defrauded students by enrolling them in high-cost, low-quality classes, Reuters relates, citing the groups, which included the National Consumer Law Center. Reuters reports that the Department of Education said it had not decided how any debt relief would work. According to court documents, current and former Corinthian executives said on Monday that they were seeking liability insurance money to pay for their mounting legal costs stemming from criminal and civil actions. Regular filings state that creditors could target Corinthian executives, who reaped millions in annual salaries. About Corinthian Colleges Corinthian Colleges, Inc., Pegasus Education, Inc., and 23 affiliated entities filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 15-10952) on May 4, 2015. The Chapter 11 petitions are being jointly administered under the caption In re: Corinthian Colleges, Inc. et al., Case No. 15-10952 (KJC). The cases are assigned to Judge Kevin J. Carey. Corinthian Colleges, Inc., was founded in February 1995, and through acquisitions became one of the largest for-profit post-secondary education companies in the United States and Canada. Corinthian Colleges, which in 2014 had more than 100 campuses all over the U.S. and Canada, sought bankruptcy protection to complete an orderly wind down of its operations. The Debtors tapped Richards, Layton & Finger, P.A., as counsel; FTI Consulting, Inc., as restructuring advisors; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. Corinthian Colleges disclosed total assets of $19.2 million and total liabilities of $143.1 million in its petition. CORINTHIAN COLLEGES: Hires Rust/Omni as Administrative Agent ------------------------------------------------------------ Corinthian Colleges, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Rust Consulting/Omni Bankruptcy as administrative agent. Rust/Omni has agreed to perform, among other services, the following: (a) assisting with the preparation and filing of the Debtors' schedules of assets and liabilities and statements of financial affairs; (b) recording all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); provided, however, that if any evidence of transfer of claim(s) is filed with the Court pursuant to Bankruptcy Rule 3001(e), and if the evidence of transfer or notice thereof executed by the parties purports to waive the 21 day notice and objection period required under Bankruptcy Rule 3001(e), then the Administrative Agent may process the transfer of claim(s) to change the name and address of the claimant of such claim to reflect the transfer, and the effective date of such transfer will be the date the evidence of such transfer was docketed in the case; (c) generating and providing claim reports and claim objection exhibits; (d) managing the preparation, compilation and mailing of documents to creditors and other parties in interest in connection with the solicitation of a Chapter 11 plan; (e) managing any rights offering pursuant to a Plan; (f) managing the publication of legal notices; (g) collecting and tabulating votes in connection with any Plan filed by the Debtors and providing ballot reports to the Debtors and their professionals; (h) generating an official ballot certification and testifying, if necessary, in support of the ballot tabulation results; (i) managing any distributions made pursuant to a Plan; and (j) providing any and all necessary administrative tasks as the Debtors or its professionals may require in connection with these chapter 11 cases. Prior to the Petition Date, the Debtors provided Rust/Omni a retainer in the amount of $40,000. Paul H. Deutch, the executive managing director of Rust Consulting/Omni Bankruptcy, assures the Court that Rust/Omni: (i) is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code; (ii) does not hold or represent an interest adverse to the Debtors' estates in connection with any matter on which Rust/Omni will be employed; and (iii) neither Rust/Omni nor any of its employees has any connection with the Debtors, their creditors, the United States Trustee or any other party in interest in these chapter 11 cases. About Corinthian Colleges Corinthian Colleges, Inc., Pegasus Education, Inc., and 23 affiliated entities filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 15-10952) on May 4, 2015. The Chapter 11 petitions are being jointly administered under the caption In re: Corinthian Colleges, Inc. et al., Case No. 15-10952 (KJC). The cases are assigned to Judge Kevin J. Carey. Corinthian Colleges, Inc., was founded in February 1995, and through acquisitions became one of the largest for-profit post-secondary education companies in the United States and Canada. Corinthian Colleges, which in 2014 had more than 100 campuses all over the U.S. and Canada, sought bankruptcy protection to complete an orderly wind down of its operations. The Debtors tapped Richards, Layton & Finger, P.A., as counsel; FTI Consulting, Inc., as restructuring advisors; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. Corinthian Colleges disclosed total assets of $19.2 million and total liabilities of $143.1 million in its petition. CORINTHIAN COLLEGES: Seeks to Employ Richards Layton as Counsel --------------------------------------------------------------- Corinthian Colleges, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Richards, Layton & Finger, P.A., as bankruptcy counsel. RL&F will render the following professional services: (a) advise the Debtors of their rights, powers and duties as debtors and debtors-in-possession under Chapter 11 of the Bankruptcy Code; (b) take action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of actions commenced against the Debtors in the Chapter 11 cases, the negotiation of disputes in which the Debtors are involved and the preparation of objections to claims filed against the Debtors; (c) assist in preparing on behalf of the Debtors all motions, applications, answers, orders, reports and papers in connection with the administration of the Debtors' estates; (d) assist the Debtors with the sale of any of their assets pursuant to Section 363 of the Bankruptcy Code; (e) assist in preparing the Debtors' plan of liquidation; (f) assist in preparing the Debtors' disclosure statement and any related documents and pleadings necessary to solicit votes on the Debtors' plan of liquidation; (g) prosecute on behalf of the Debtors the proposed plan and seeking approval of all transactions contemplated therein and in any amendments thereto; and (h) perform other necessary or desirable legal services in connection with the Chapter 11 cases. RL&F's current hourly rates for matters related to the Chapter 11 cases are expected to be within the following ranges: Directors $585 to $825 an hour Counsel $525 an hour Associates $260 to $490 an hour Paraprofessionals $235 an hour The principal professionals and paraprofessionals designated to represent the Debtors and their current standard hourly rates are as follows: Mark D. Collins $825 per hour Michael J. Merchant $650 per hour Marisa A. Terranova $450 per hour Amanda R. Steele $425 per hour Rachel L. Biblo $260 per hour Alexander G. Najemy $260 per hour Rebecca V. Speaker $235 per hour RL&F will charge the Debtors for necessary out-of-pocket expenses. Prior to the Petition Date, the Debtors paid RL&F a total retainer of $405,000 in connection with and in contemplation of the Chapter 11 cases. Mark D. Collins, Esq., a director of the firm of Richards, Layton & Finger, P.A., in Wilmington, Delaware, assures the Court that (a) RL&F is a "disinterested person" under Section 101(14) of the Bankruptcy Code; (b) RL&F does not hold or represent an interest adverse to the Debtors' estates; and (c) RL&F's directors and associates have no connection to the Debtors, their creditors or their related parties. About Corinthian Colleges Corinthian Colleges, Inc., Pegasus Education, Inc., and 23 affiliated entities filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 15-10952) on May 4, 2015. The Chapter 11 petitions are being jointly administered under the caption In re: Corinthian Colleges, Inc. et al., Case No. 15-10952 (KJC). The cases are assigned to Judge Kevin J. Carey. Corinthian Colleges, Inc., was founded in February 1995, and through acquisitions became one of the largest for-profit post-secondary education companies in the United States and Canada. Corinthian Colleges, which in 2014 had more than 100 campuses all over the U.S. and Canada, sought bankruptcy protection to complete an orderly wind down of its operations. The Debtors tapped Richards, Layton & Finger, P.A., as counsel; FTI Consulting, Inc., as restructuring advisors; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. Corinthian Colleges disclosed total assets of $19.2 million and total liabilities of $143.1 million in its petition. CORINTHIAN COLLEGES: Taps FTI Consulting as Crisis Manager ---------------------------------------------------------- Corinthian Colleges, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ FTI Consulting, Inc., as crisis manager, and designate William J. Nolan as chief restructuring officer. As provided in an engagement letter, FTI has agreed that Mr. Nolan will serve as the Debtors' CRO. Working collaboratively with the Debtors' senior management team and board of directors, as well as the Debtors' other professionals, Mr. Nolan will assist the Debtors in evaluating and implementing strategic and tactical options through the restructuring process. In addition, FTI has agreed to provide certain temporary employees to assist Mr. Nolan in his role as CRO. These Engagement Personnel include, but are not limited to, Amir Agam, Tamara McGrath, James Chu, Michael Yoshimura and Jessica Liew. The Debtors anticipate that during the Chapter 11 cases, Mr. Nolan and the Engagement Personnel will perform a broad range of services, including, without limitation, the following: (a) assist the Debtors in connection with their efforts in their Chapter 11 cases; (b) lead sale processes for the Debtors' assets; (c) negotiate, on behalf of the Debtors, proposals received for the purchase of the Debtors' assets; (d) provide, on behalf of the Debtors, testimony and affidavits in litigation/bankruptcy matters, as required; (e) assist the Debtors with the preparation of Schedules of Assets and Liabilities and Statements of Financial Affairs as well as periodic reporting required in connection with the Chapter 11 cases; (f) assist the Debtors with the development and variance reporting of financial projections/budget, including cash collateral budgets and cash flow forecasts; (g) advise and assist the Debtors in their communications with suppliers, landlords, external media, lenders, creditors and other parties in interest; (h) assist in the management of the Debtors' operations; (i) assist in the development and negotiation by the Debtors of a chapter 11 plan of liquidation, related disclosure statement, and other court filings as necessary; (j) coordinate the Debtors' communication efforts with all key constituents, including the Debtors' lenders, the United States Department of Education, other government agencies as necessary, and their professionals, suppliers, creditors, the Court and bankruptcy-related professionals; and (k) perform other tasks as agreed to among the Debtors and FTI. In consideration of the services to be provided by FTI, the Debtors have agreed to pay FTI a monthly advisory fee of $125,000 for the month of May 2015 and $75,000 for each month thereafter for services rendered in connection with Mr. Nolan's employmen as CRO. Engagement Personnel will be billed at $480 per hour for all staff. In addition, FTI will seek reimbursement for reasonable and necessary expenses incurred in connection with the Chapter 11 cases. During the 90 days prior to the Petition Date, FTI received $1,966,059 for professional services performed and expenses incurred. In addition, as of the Petition Date, FTI has an amount of $500,000 to be held "on account" to be applied to its professional fees, charges and disbursements during the course of its engagement. William J. Nolan, a senior managing director of FTI Consulting, LLC, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mr. Nolan may be reached at: William J. Nolan Senior Managing Director FTI CONSULTING, LLC 214 North Tryon St., Suite 1900 Charlotte, NC 28202 Tel: (704) 972-4101 Fax: (704) 972-4121 Email: william.nolan@fticonsulting.com About Corinthian Colleges Corinthian Colleges, Inc., Pegasus Education, Inc., and 23 affiliated entities filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 15-10952) on May 4, 2015. The Chapter 11 petitions are being jointly administered under the caption In re: Corinthian Colleges, Inc. et al., Case No. 15-10952 (KJC). The cases are assigned to Judge Kevin J. Carey. Corinthian Colleges, Inc., was founded in February 1995, and through acquisitions became one of the largest for-profit post-secondary education companies in the United States and Canada. Corinthian Colleges, which in 2014 had more than 100 campuses all over the U.S. and Canada, sought bankruptcy protection to complete an orderly wind down of its operations. The Debtors tapped Richards, Layton & Finger, P.A., as counsel; FTI Consulting, Inc., as restructuring advisors; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. Corinthian Colleges disclosed total assets of $19.2 million and total liabilities of $143.1 million in its petition. CRESCENT COMMUNITIES: Moody's Raises CFR to B3, Outlook Stable -------------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating of Crescent Communities, LLC to B3 from Caa1 and Probability of Default Rating to B3-PD from Caa1-PD. In the same rating action, Moody's affirmed the Caa1 rating on the company's senior secured notes. The rating outlook is stable. The following rating actions were taken: -- Corporate Family Rating, upgraded to B3 from Caa1; -- Probability of Default Rating, upgraded to B3-PD from Caa1-PD; -- Senior secured notes, affirmed at Caa1, (LGD4) changed to (LGD5); -- Stable rating outlook. Crescent's rating upgrade reflects the company's return to profitability in 2014 due to the transformational portfolio sale in the multi-family segment, and Moody's expectation that the positive net income generation will continue in the coming years as the company benefits from the growing pipelines in its Multi-family and Residential segments. In addition, the upgrade considers Crescent's increased size, which almost quadrupled in 2014, and its growing tangible net worth of almost $400 million at the end of 2014. Moody's rating, however, also incorporates the substantial refinancing risk Crescent faces, as both its secured notes and revolver mature in 2017; the volatile and discrete transactional nature of the Multi-family segment, which adds considerable lumpiness to the overall financial results; its dependence on a few key Multi-family projects for much of its recent success, although going forward the residential lot development segment will drive much of the growth; and its short track record of being a profitable company. Moody's rating also takes into account the dismal financial performance of the overall land development industry during the recently-ended real estate downturn, wherein virtually every land developer that Moody's rated ultimately went bankrupt. Crescent's good liquidity balances its year-end $198 million cash balance and $35 million availability under the senior secured revolving credit facility against Moody's expectation of Crescent's negative free cash flow generation at least through 2016. The company has several maintenance covenants for its revolver, including a minimum liquidity of $25 million and a minimum book value of assets of the greater of $250 million or five times the principal amount of the revolving commitments. As of December 31, 2014, Crescent's bank-calculated liquidity and book value were $87 million and $460 million, respectively, giving it a sufficient headroom. (The principal reason that Crescent's bank-calculated liquidity is considerably less than the combination of its aggregate cash position plus revolver availability is that the assets of the company's Multi-family segment are held outside the collateral pool).The company's alternate liquidity is constrained in that virtually all of its assets are secured. The stable outlook reflects Moody's expectation that Crescent will continue to be profitable while gradually increasing its revenue and lowering its debt leverage. The rating on Crescent's second-lien senior secured notes was kept at Caa1, despite the upgrade to B3 of the Corporate Family Rating, because of the presence of considerably more secured project financing debt in the capital structure than at the time Moody's initially rated the notes. The rating could be considered for an upgrade if the company maintains its profitability, lowers its debt leverage to below 55%, and increases its interest coverage above 2.0x, all on a sustained basis. The rating could come under pressure if the company starts generating net losses and debt leverage rises above 65% on a sustained basis. The principal methodology used in these ratings was Homebuilding And Property Development Industry published in April 2015. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Crescent Communities, LLC, formerly known as Crescent Resources, founded in 1969,and headquartered in Charlotte, North Carolina, develops residential, commercial and multifamily real estate properties, and manages land. It is majority-owned by equity sponsors Anchorage Capital and Mattlin Patterson. In 2014, Crescent's revenues and net income were $498 million and $28 million, respectively. CRYOPORT INC: Has Private Placement of $429,604 Securities ---------------------------------------------------------- Cryoport, Inc., on May 18, 2015, entered into definitive agreements for a private placement of its securities to certain institutional and accredited investors for aggregate gross proceeds of $429,604 (approximately $373,800 after estimated cash offering expenses) pursuant to certain Subscription Agreements between the Company and the Investors. The Company intends to use the net proceeds for working capital purposes. Pursuant to the Subscription Agreements, the Company issued shares of Class B Preferred Stock and warrants to purchase common stock of the Company. The shares and warrants were issued as a unit consisting of (i) one share of Class B Preferred Stock of the Registrant and (ii) one warrant to purchase eight shares of Common Stock at an exercise price of $0.50 per share, which shall be immediately exercisable and may be exercised at any time on or before May 31, 2020. A total of 35,800 Units were issued in exchange for gross proceeds of $429,604 or $12.00 per Unit. Emergent Financial Group, Inc. served as the Company's placement agent in this transaction and received, with respect to gross proceeds received from the Investors, a commission of 10% and a non-accountable finance fee of 3% of the aggregate gross proceeds received from those Investors, plus reimbursement of legal expenses of up to $5,000. Emergent Financial Group, Inc. will also be issued a warrant to purchase three shares of Common Stock at an exercise price of $0.50 per share for each Unit issued in this transaction. Through May 18, 2015, aggregate gross cash proceeds of $6.1 million (approximately $5.3 million after offering costs) were collected in exchange for the issuance of 509,346 shares of the Company's Class B Preferred Stock, and warrants, exercisable for five years, to purchase 4,074,768 shares of the Company's Common Stock at an exercise price of $0.50 per share. The offering of the Units to new Class B Investors concluded on May 18, 2015. About Cryoport Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides comprehensive solutions for frozen cold chain logistics, primarily in the life science industries. Its solutions afford new and reliable alternatives to currently existing products and services utilized for bio-pharmaceuticals and biologics, including in-vitro fertilization, cell lines, vaccines, tissue and other commodities requiring a reliable frozen solution. Cryoport reported a net loss attributable to common stockholders of $12.19 million on $3.93 million of revenues for the year ended March 31, 2015, compared to a net loss attributable to common stockholders of $19.56 million on $2.65 million of revenues for the year ended March 31, 2014. As of March 31, 2015, Cryoport had $2.6 million in total assets, $3.02 million in total liabilities and a $416,299 total stockholders' deficit. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2015, citing that the Company has incurred recurring operating losses and has had negative cash flows from operations since inception. Although the Company has cash and cash equivalents of $1.4 million at March 31, 2015, management has estimated that cash on hand, which include proceeds from Class B convertible preferred stock received subsequent to the fourth quarter of fiscal 2015, will only be sufficient to allow the Company to continue its operations into the third quarter of fiscal 2016. These matters raise substantial doubt about the Company's ability to continue as a going concern. CRYOPORT INC: Incurs $12.2 Million Net Loss in Fiscal 2015 ---------------------------------------------------------- Cryoport, Inc. filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss attributable to common stockholders of $12.2 million on $3.93 million of revenues for the year ended March 31, 2015, compared to a net loss attributable to common stockholders of $19.6 million on $2.65 million of revenues for the year ended March 31, 2014. As of March 31, 2015, Cryoport had $2.6 million in total assets, $3.02 million in total liabilities and a $416,000 total stockholders' deficit. Net loss attributable to common stockholders for the three months ended March 31, 2015, was $4 million, or $0.79 per basic and diluted share compared with a net loss attributable to common stockholders of $1.4 million, or $0.29 per basic and diluted share, for the same period last year. The net loss attributable to common stockholders for the quarter ended March 31, 2015, included a non-cash, preferred stock beneficial conversion charge of $1.9 million; while there were no comparable charges in the prior year quarter. Cryoport's chief executive officer, Jerrell Shelton, commented, "We are pleased to deliver another quarter of double digit growth and close out the fiscal year with a 48% jump in revenue, year over year. We have scaled our operations to a level that our gross margin is in the range of 30%, or $1.2 million for the year, which is a 168% improvement over our previous fiscal year. With the momentum we are seeing in the business, we are also working towards an uplisting to the Nasdaq, to attract institutional investors, increase stock liquidity and enhance the value of our company." "The growth for the year was driven by a diverse base of new and expanding client relationships and a further increase in our IVF business. Most of these clients are either in the early stages of their product development or in the early stages of introducing our solutions to their operations. We view this as 'built in' growth as there are significant opportunities for these relationships to expand over time. Many of these companies are in exciting market segments that are experiencing significant growth, such as CAR-T Cells, stem cells, cell therapies, cell line manufacturing, research, and vaccines, as well as animal husbandry and in vitro fertilization (IVF). In addition, our support of clinical trials is also developing in all segments and across all regions. In fact, as of the end of the fourth quarter, Cryoport was actively supporting the logistics needs for 34 clinical trials including six phase III programs." KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2015, citing that the Company has incurred recurring operating losses and has had negative cash flows from operations since inception. Although the Company has cash and cash equivalents of $1.4 million at March 31, 2015, management has estimated that cash on hand, which include proceeds from Class B convertible preferred stock received subsequent to the fourth quarter of fiscal 2015, will only be sufficient to allow the Company to continue its operations into the third quarter of fiscal 2016. These matters raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: http://is.gd/2V6nMJ About Cryoport Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides comprehensive solutions for frozen cold chain logistics, primarily in the life science industries. Its solutions afford new and reliable alternatives to currently existing products and services utilized for bio-pharmaceuticals and biologics, including in-vitro fertilization, cell lines, vaccines, tissue and other commodities requiring a reliable frozen solution. CT TECHNOLOGIES: Moody's Affirms 'B2' CFR and Secured Debt Rating ----------------------------------------------------------------- Moody's Investors Service affirmed CT Technologies Intermediate Holdings, Inc's. (dba "HealthPort") credit ratings. The Corporate Family rating was affirmed at B2, the Probability of Default rating at B2-PD and the senior secured debt at B2. The rating outlook remains stable. Earlier this month, HealthPort announced it had agreed to acquire IOD Incorporated ("IOD"). The cash for the acquisition and related fees and expenses will come from the proceeds of a proposed $155 million expansion of the existing senior secured term loan due 2021, new equity from affiliates of financial sponsor New Mountain Capital, LLC and the balance sheet; IOD's management is also converting a part of its ownership into a HealthPort stake. Affirmations: Issuer: CT Technologies Intermediate Holdings Inc. -- Corporate Family Rating, Affirmed B2 -- Probability of Default Rating, Affirmed B2-PD -- Senior Secured Bank Credit Facilities, Affirmed B2 Outlook: -- Outlook, Remains Stable "With the acquisition of IOD, HealthPort expands its leadership position in the niche market for outsourced medical information access services, but merger integration risks, potential delays in achieving targeted synergies and high initial leverage lead to the affirmed ratings," said Edmond DeForest, Moody's Senior Credit Officer. The B2 CFR is driven by Moody's expectations for HealthPort's debt to EBITDA to decline towards below 5 times and free cash flow to debt to rise above 7% over the next 12 months. Moody's anticipates scale benefits and synergy opportunities from the IOD acquisition could drive higher rates of profitability. The ratings are also supported by multi-year contracts, high client renewal rates and anticipated growth in end market demand. Constraints to the ratings include narrow service line diversity, moderate revenue size expected to remain below $500 million (pro forma for a full year of IOD revenues) in 2015 and reputational and legal risks attendant in the release of protected health information. Moody's considers liquidity from availability of about $30 million under an upsized $35 million revolver, at least $20 million of cash and at least $15 million of anticipated free cash flow (after non-recurring expenses of about $10 million) good. All financial metrics reflect Moody's standard adjustments. The stable ratings reflects Moody's anticipation that HealthPort will grow revenues by 3% to 5% per year and expand profitability margins by achieving planned synergies associated with the IOD acquisition. The ratings could be upgraded if HealthPort expands its business scope and revenue base, maintains stable profit margins and reduces debt such that debt to EBITDA is sustained below 4.5 times. The ratings could be downgraded if there are lower than expected revenues, profit margin compression or declines in cash generation as a result of difficulties in integrating IOD, including cost overruns or lost customers, pricing pressures or unfavorable regulatory developments. If Moody's expects free cash flow to debt to remain below 2% or debt to EBITDA to be sustained above 6 times, lower ratings are possible. A debt-funded acquisition or shareholder distribution could also pressure the ratings. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. HealthPort is the largest provider of outsourced medical information exchange management services in the United States. The company is controlled by affiliates of New Mountain Capital, LLC. Moody's expects 2015 revenues of about $450 million, pro forma for a full year of IOD. CTI FOODS: Moody's Lowers Corp. Family Rating to 'B3' ----------------------------------------------------- Moody's Investors Service downgraded CTI Foods Holding Co., LLC's Corporate Family Rating and Probability of Default Rating to B3 from B2 and B3-PD from B2-PD, respectively. As a result of this rating action, the company's 1st lien term loan and 2nd lien term loan have been downgraded to B3 from B2 and Caa2 from Caa1, respectively. The rating outlook is stable. The downgrade primarily reflects the company's weakened credit metrics and Moody's belief they no longer support a B2 CFR. The company's leverage, as measured by Moody's adjusted debt-to-EBITDA, has been above 6 times since the May 2013 LBO of the company and has recently increased as a result of margin deterioration over the last year. CTI also experienced a challenging first quarter largely attributable to a sharp decline in meat prices that materially impacted EBITDA. As a result, Moody's adjusted debt-to-EBITDA and EBIT-to-interest (ex-deferred financing fees and a change in swap asset value) were approximately 7.6 times and 0.6 times, respectively for the twelve months ended March 28, 2015. According to Moody's Analyst Brian Silver, "CTI's margins have been deteriorating at a time when growth capital expenditures were high, which has weakened the company's credit metrics considerably". Moody's expects CTI's credit metrics to improve over the next 12 to 18 months from both EBITDA growth and debt repayment, but they are not expected to return to levels that are appropriate for a B2 rating by FYE15. EBITDA improvement is based on Moody's belief that the company will be able to pass through input cost fluctuations more effectively going forward, assuming commodity volatility does not increase materially. Anticipated debt repayment will be a function of EBITDA improvement in concert with better free cash flow generation stemming from more normalized capital expenditures in FY15 on the heels of very high plant spending in FY14 related to investment in the Owingsville, KY plant and the closure of the Carson, CA facility. The following ratings for CTI Foods Holding Co., LLC were downgraded: -- Corporate Family Rating to B3 from B2; -- Probability of Default Rating to B3-PD from B2-PD; -- $345 million principal First Lien Term Loan due 2020 to B3 (LGD4) from B2 (LGD3); and -- $140 million principal Second Lien Term Loan due 2021 to Caa2 (LGD6) from Caa1 (LGD6). -- The rating outlook is maintained at stable The B3 CFR is largely reflective of CTI's relatively weak credit metrics highlighted by an elevated leverage profile and poor interest coverage. It also considers margin deterioration and negative free cash flow generation over the last year; though cash flows were impacted by very high growth oriented capital expenditures in FY14. Moody's recognizes the company's increasing size and scale, as well as its improving customer and product diversification over time. The company generates relatively low margins but benefits from the ability to pass through a healthy portion of increases in commodity costs with minimal lag to its customers, long-standing customer relationships and recent success diversifying the customer base. CTI has improved its geographic diversification profile but remains relatively small as compared to some significantly larger and more diverse competitors in the space. In addition, the company's financial policies are expected to be relatively aggressive in accordance with its private equity ownership. CTI maintains a good liquidity profile supported by access to a recently increased ABL and expectations for positive free cash flow generation. The stable outlook reflects Moody's expectation that reduced capital spending will drive improved free cash flow generation that will be used to reduce ABL borrowings. Moody's also expect the company to continue to grow its top-line and improve margins as a result of scale and product mix-shift benefits associated with the Kentucky plant expansion. The ratings could be upgraded if margins improve and leverage as measured by Moody's adjusted debt-to-EBITDA can be sustained below 6.0 times accompanied by EBIT-to-interest climbing above 1.0 time and maintenance of a healthy liquidity profile. Alternatively, the ratings could be downgraded if Moody's adjusted debt-to-EBITDA is sustained above 7.5 times during the next 12 to 18 months or if liquidity weakens due to increased ABL reliance. The principal methodology used in these ratings was Global Packaged Goods published in June 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CTI Foods Holding Co., LLC (CTI), headquartered in Wilder, Idaho, through its subsidiaries manufactures food products primarily for the quick service restaurant industry. CTI's principal products include pre-cooked taco meat, steak and chicken fajita meat, pre-cooked and uncooked hamburger patties, soups, sauces and dehydrated beans. CTI was purchased by Thomas H. Lee Partners and Goldman Sachs Merchant Banking Division in May 2013 for approximately $690 million. During the twelve month period ended March 28, 2015 the company generated in excess of $1.3 billion in revenues. CTPARTNERS EXECUTIVE: Obtains Limited Duration Waiver From Lenders ------------------------------------------------------------------ CTPartners Executive Search, Inc., on May 20 disclosed that pursuant to its previously announced strategic alternatives process, the Company has received a non-binding indication of interest from DHR International Inc. to acquire the Company. The special committee of the Company's board of directors, which was formed to evaluate the Company's strategic alternatives, has agreed to negotiate exclusively with DHR for a limited period of time in an effort to reach a definitive agreement. Pricing and other terms have not been disclosed, but the indicated preliminary price range set forth in the indication of interest submitted by DHR International is below the $7.00 per share DHR previously proposed to pay in a February 5, 2015 letter to the CTP board of directors. All terms of any definitive agreement, including price, will be subject to completion of confirmatory due diligence to the satisfaction of DHR and negotiation between the parties. There is no assurance that the parties will enter into a binding acquisition agreement consistent with the indication of interest, or on any other terms. The Company also disclosed in its Form 10-Q for the quarter ended March 31, 2015, filed on May 20, that it has received a limited duration waiver from its lenders relating to CTP's non-compliance with a covenant included in both its term credit facility and note purchase agreement requiring the revenue generated by departing search executives not exceed specified levels. The lenders have agreed to forbear from enforcing their remedies in connection with this non-compliance until August 31, 2015 so long as certain milestones in connection with the proposed sale of the Company are met. In addition, the credit facility has been reduced from $20 million to $15.5 million and the interest rate increased by 25 basis points, resulting in a current rate of approximately 3.18% per annum. Also, the notes purchaser is not expected to purchase a second tranche of $6.25 million principal amount of notes, which had been scheduled to occur after June 30, 2015. About CTPartners CTPartners is a global executive search firm that is designed to deliver in-depth expertise, creative strategies, and outstanding results to clients worldwide. Committed to a philosophy of partnering with its clients, CTPartners offers a proven track record in C-Suite, top executive, and board searches, as well as extensive experience in serving private equity and venture capital firms. From its 44 offices in 24 countries, CTPartners serves clients with a global organization of more than 500 professionals and employees, offering expertise in board advisory services, key leadership functions, and executive recruiting services in the financial services, life sciences, industrial, professional services, retail and consumer, and technology, media and telecom industries. CUMULUS MEDIA: Files Copy of Investor Presentation with SEC ----------------------------------------------------------- Cumulus Media Inc. is participating in an investor day conference at which it intends to meet with and make presentations to various prospective investors. A copy of the prospective investor meeting slides is available for free at http://is.gd/s3eSg3 About Cumulus Media Cumulus Media Inc. (CMLS) combines high-quality local programming with iconic, nationally syndicated media, sports and entertainment brands in order to deliver premium choices for listeners, provide substantial reach for advertisers and create opportunities for shareholders. As the largest pure-play radio broadcaster in the United States, Cumulus provides exclusive content that is fully distributed through approximately 460 owned-and-operated stations in 90 U.S. media markets (including eight of the top 10), more than 10,000 broadcast radio affiliates and numerous digital channels. Cumulus is well-positioned in the widening digital audio space through a significant stake in the Rdio digital music service, featuring 30 million songs on-demand in addition to custom playlists and exclusive curated channels. Cumulus is also the leading provider of country music and lifestyle content through its NASH brand, which will serve country fans through radio programming, NASH magazine, concerts, licensed products and television/video. For more information, visit www.cumulus.com Cumulus Media put AR Broadcasting Holdings Inc. and three other units to Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-13674) in 2011 after struggling to pay off debts that topped $97 million as of June 30, 2011. As of March 31, 2015, the Company had $3.71 billion in total assets, $3.18 billion in total liabilities, and $533 million in total stockholders' equity. Bankruptcy Warning "The lenders under the Credit Agreement have taken security interests in substantially all of our consolidated assets, and we have pledged the stock of certain of our subsidiaries to secure the debt under the Credit Agreement. If the lenders accelerate the required repayment of borrowings, we may be forced to liquidate certain assets to repay all or part of such borrowings, and we cannot assure you that sufficient assets will remain after we have paid all of the borrowings under such Credit Agreement. If we were unable to repay those amounts, the lenders could proceed against the collateral granted to them to secure that indebtedness and we could be forced into bankruptcy or liquidation. Our ability to liquidate assets could also be affected by the regulatory restrictions associated with radio stations, including FCC licensing, which may make the market for these assets less liquid and increase the chances that these assets would be liquidated at a significant loss. Any requirement for us to liquidate assets would likely have a material adverse effect on our business," the Company said in its annual report for the year ended Dec. 31, 2014. * * * Standard & Poor's Ratings Services, in September 2014, revised its rating outlook on Atlanta, Ga.-based Cumulus Media to stable from positive. S&P also affirmed its 'B' corporate credit and existing debt ratings on the company. As reported by the TCR in April 2013, Moody's Investors Service downgraded Cumulus Media's Corporate Family Rating to 'B2' from 'B1' and Probability of Default Rating to 'B2-PD' from 'B1-PD'. The downgrades reflect Moody's view that the pace of debt repayment and delevering will be slower than expected. Although EBITDA for fourth quarter of 2012 reflects growth over the same period in the prior year, results fell short of Moody's expectations. DEB STORES: Deal with Liquidator Brings in Additional $1.050-Mil. ----------------------------------------------------------------- Deb Stores Holding LLC, et al., filed a motion asking the U.S. Bankruptcy Court for the District of Delaware to approve a final reconciliation and settlement agreement by and between (1) the Debtors, (2) a contractual joint venture composed of Hilco Merchant Resources, LLC and Gordon Brothers Retail Partners, LLC, and (3) lender Ableco, L.L.C. Under the agreement, the agent agrees to pay $1,050,000 to the estate as the full and final reconciliation of amounts owing by and between the Agent and the Debtors under the Agency Agreement and the parties exchange mutual releases of pending disputes and all other claims and causes arising under the Agency Agreement. According to the Debtor's counsel, Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, the Agreement results in a significant additional recovery by the estates under the Agency Agreement and avoids any further litigation costs and risk of pursuing claims and defenses thereunder. The Agreement is the result of extensive negotiations between the Debtors, the Lender and the Agent and is supported by the Official Committee of Unsecured Creditors, Mr. Keane says. The proposed hearing date set for the Debtor's Motion is on May 26, 2015. The Debtors are represented by: Laura Davis Jones, Esq. David M. Bertenthal, Esq. Joshua M. Fried, Esq. Peter J. Keane, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Tel: (302) 652-4100 Fax: (302) 652-4400 E-mail: ljones@pszjlaw.com dbertenthal@pszjlaw.com jfried@pszjlaw.com pkeane@pszjlaw.com About Deb Stores Headquartered in Philadelphia, Pennsylvania, Deb Stores is a mall-based retailer in the juniors "fast-fashion" specialty sector that operates under the name "DEB" and offers moderately priced, fashionable, coordinated women's sportswear, dresses, coats, lingerie, accessories and shoes for junior and plus sizes. The company, founded by Philip Rounick and Emma Weiner, opened its first store under the name JOY Hosiery in Philadelphia, Pennsylvania in 1932. As of Sept. 30, 2014, the company operated a total of 295 retail store locations (primarily in the East and Midwest, especially Pennsylvania, Ohio and Michigan) as well as an e-commerce channel. On June 26, 2011, Deb Stores' predecessors -- DSI Holdings Inc. and its subsidiaries -- sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-11941) and closed the sale of the assets three months later to Ableco Finance, LLC, the agent for the first lien lenders. Deb Stores Holding LLC and eight affiliated companies commenced Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014. The Debtors are seeking to have their cases jointly administered, with pleadings maintained on the case docket for Deb Stores Holding (Case No. 14-12676). The cases are assigned to Judge Mary F. Walrath. Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as counsel to the Debtors. Epiq Bankruptcy Solutions, LLC, is the claims and noticing agent. As of Dec. 31, 2014, the Debtors' most recent audited consolidated financial statements reflected assets totaling $90.5 million and liabilities totaling $120.1 million. The Official Committee of Unsecured Creditors tapped Cooley LLP as its lead counsel; Drinker Biddle & Reath LLP as its co-counsel; and Zolfo Cooper, LLC as its bankruptcy consultants and financial advisors. EL PASO CHILDREN: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------------ Aileen B. Flores at El Paso Times reports that El Paso Children's Hospital filed for Chapter 11 bankruptcy protection on Tuesday, a day after University Medical Center, which had been in negotiations with the Hospital over future governance, presented what it called its final term sheet to the Hospital. El Paso Times relates that a hearing on the case is set for 1:30 p.m. on Thursday. El Paso Times recalls that a financial dispute with UMC, which is not listed as a creditor in the bankruptcy filing due to "technical reasons", began in 2014 when the Hospital stopped paying UMC for rent and services. The report says that construction of the voters approved in 2007 the construction of the Hospital in a $120 million bond issue, and it opened in February 2012 as an independent, licensed facility. According to the report, UMC claims that the Hospital, as of Dec. 31, 2014, owes it close to $90 million -- an amount that has been disputed by the Hospital, which is arguing that UMC has inflated the cost of services. The Hospital wanted UMC to withdraw its security interest, but instead UMC offered to subordinate its security interest to a third party lender if necessary, El Paso Times relates, citing UMC Board Chairman Steve DeGroat. El Paso quoted Mr. DeGroat as saying, "Their filing states that their board authorized bankruptcy as early as Feb. 11. All this while, EPCH gave us the impression that an agreement might be acceptable to them. It seems that their intent was never to come to an agreement or to pay what they owe UMC or other creditors." Citing an expert, Vic Kolenc at El Paso Times relates that the Hospital's bankruptcy filing appears to be a "Hail Mary" aimed at getting UMC to again go into mediation for a revised operating agreement. "If the strategy is to (again) negotiate final terms of the (previous) mediation, then I understand why they filed. The basics of Chapter 11 bankruptcy don't work here. This is a Hail Mary. I get the strategy, I just wish it didn't come to this. It's a terrible thing for the community," El Paso Times quoted businessman Andy Krafsur as saying. According to El Paso Times, the Hospital lists assets and liabilities at between $50 million and $100 million in its bankruptcy filing. KVIA.com reports that the Hon. H. Christopher Mott of the U.S. Bankruptcy Court for the Western District of Texas presides over the case. ENDEAVOUR INT'L: Ernst & Young Providing Additional Services ------------------------------------------------------------ Endeavour Operating Corporation, et al., ask the Bankruptcy Court to approve an amendment of Ernst & Young LLP's scope of employment pursuant to a first engagement letter dated April 3, 2015. EY LLP would be engaged to perform these services: i) audit and report on Endeavor International Corporation's consolidated financial statements for the year ended Dec. 31, 2015; ii) audit and report on the effectiveness of Endeavor International Corporation's internal control over financial reporting for the year ended Dec. 31, 2015; iii) audit and report on the stand-alone consolidated financial statements of Endeavor International Corporation's subsidiaries (Endeavour Energy UK Limited and Endeavour International Holding B.V.) for the year ended Dec. 31, 2015; and iv) review unaudited interim financial information before the Debtors file a Form 10-Q. The first engagement letter provides that EY LLP will be engaged to provide routine tax advice and assistance concerning issues as requested by Debtors, when such projects are not covered by a separate statement of work, do not involve any significant tax planning or projects, and are not expected to exceed $25,000 in professional fees per project. EY LLP estimates its base fees for the audit services will range from $1.2 million to $1.4 million plus expenses, however, fees will be billed based on actual hours incurred at these ranges of discounted hourly rates, starting on or about April 22, 2015: Range of Hourly Rates Core Audit Team Other Specialists --------------- ----------------- Partner $594 – $1,001 $594 – $1,278 Executive Director $562 – $840 $562 – $1,183 Senior Manager $494 – $732 $494 – $1,040 Manager $419 – $556 $419 – $833 Senior $312 – $454 $312 – $626 Staff $201 – $357 $201 – $427 Intern $65 – $180 $65 – $208 As reported in the Troubled Company Reporter on Dec. 9, 2014, the Debtors originally tapped EY LLP as auditors to provide these services: a. Audit and report on the Debtors' consolidated financial statements for the year ended December 31, 2014; b. Audit and report on the effectiveness of the Debtors' internal control over financial reporting for the year ended December 31, 2014 (together with the audit of the consolidated financial statements, the "Integrated Audit"); c. Audit and report on the stand-alone consolidated financial statements of the Debtors' subsidiaries (Endeavour Energy UK Limited and Endeavour International Holding B.V.) for the year ended December 31, 2014; and d. Review the Debtors' unaudited interim financial information before the Debtors file their Form 10-Q. About Endeavour International Houston, Texas-based Endeavour International Corporation (OTC: ENDRQ) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. On Oct. 10, 2014, Endeavour International and five affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code after reaching a restructuring deal with noteholders. The cases are pending joint administration under Endeavour Operating Corp.'s Case No. 14-12308 before the Honorable Kevin J. Carey (Bankr. D. Del.). As of June 30, 2014, the Company had $1.55 billion in total assets, $1.55 billion in total liabilities, $43.7 million in series c convertible preferred stock, and a $41.5 million stockholders' deficit. Endeavour Operating Corporation, in its schedules, disclosed $808,358,297 in assets and $1,242,480,297 in liabilities as of the Chapter 11 filing. The Debtors have tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; The Blackstone Group L.P., as financial advisor; AlixPartners, LLP, as restructuring advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. The U.S. Trustee for Region 3 has appointed three members to the Official Committee of Unsecured Creditors in the Chapter 11 cases of Endeavour Operating Corporation and its debtor affiliates. The Committee is represented by David M. Bennett, Esq., Cassandra Sepanik Shoemaker, Esq., and Demetra L. Liggins, Esq., at Thompson & Knight LLP, and Neil B. Glassman, Esq., Scott D. Cousins, Esq., and Evan T. Miller, Esq., at Bayard, P.A. Alvarez & Marsal North America, LLC, serves as financial advisors to the Committee, while UpShot Services LLC serves as website administrator. * * * U.S. Bankruptcy Judge Kevin J. Carey in of Delaware, on Dec. 22, 2014, approved the disclosure statement explaining Endeavour Operating Corporation, et al.'s joint plan of reorganization. The Amended Plan, dated Dec. 19, 2014, provides that it is supported by creditors who collectively hold 82.99% of the March 2018 Notes Claims (Class 3), 70.88% of the June 2018 Notes Claims (Class 4), 99.75% of the 7.5% Convertible Bonds Claims (Class 5), and 69.08% of the Convertible Notes Claims (Class 6). The Amended Plan also provides that holders of general unsecured claims will recover an estimated 15% of the total claims amount, which is estimated to be $6,000,000. The hearing to consider confirmation of the Amended Joint Plan of Reorganization, dated Dec. 23, 2014, of Endeavour Operating Corporation and its affiliated debtors, including Endeavour International Corporation, has been adjourned to a date to be determined. On April 29, 2015, the Debtor announced that, as a result of recent declines in oil and gas prices, the Company withdrew the proposed Plan. ENERGY TRANSFER: Moody's Rates New $750MM Secured Notes 'Ba2' ------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Energy Transfer Equity, L.P.'s proposed offering of $750 million senior secured notes due 2027. The Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, SGL-3 Speculative Grade Liquidity Rating and stable outlook are not affected by this action. Proceeds of the offering will be used to repay outstanding borrowings under ETE's revolving credit facility and for other corporate purposes. The notes will be secured by the same collateral that secures ETE's existing senior secured notes, a first-priority lien on substantially all of ETE's tangible and intangible assets, comprised principally of its equity interests in its subsidiaries, and will rank pari passu with ETE's term loans, its revolving credit facility and its senior secured notes. "Moody's views the notes issue as an ongoing exercise in building financial flexibility and extending debt maturities," commented Andrew Brooks, Moody's Vice President. "Neither the transaction itself nor the proposed notes issue will materially impact ETE's debt leverage on either a stand-alone or fully consolidated basis." Assignments: Issuer: Energy Transfer Equity, L.P. -- Senior Secured Regular Bond/Debenture (Local Currency), Assigned Ba2, LGD4 ETE's senior secured Ba2 rating is equal to its Ba2 CFR. There are no upstream or downstream debt guarantees between ETE and its subsidiary holdings. ETE's Ba2 CFR, notes and term loan ratings reflect its stand-alone credit assessment as well as an analysis under Moody's Loss Given Default (LGD) methodology, which essentially views ETE level debt as holding company debt structurally subordinated to debt at its operating subsidiaries. The Ba2 CFR is a function of the consolidated credit quality of ETE across its portfolio holdings as well as ETE on a stand-alone basis. The rating recognizes the extensive size and scope of ETE's indirectly held midstream asset base, but is cognizant of its aggressive growth aspirations and the organizational complexity of its partnership structure. The rating is also heavily influenced by Energy Transfer Partners, L.P.'s (ETP) Baa3 rating in recognition of the approximate 74% of ETE's cash flow, pro forma for ETP's April 30 acquisition of Regency Energy Partners LP (Baa3 stable), which is derived through distributions received from ETP. Debt at ETE is structurally subordinated to approximately $30 billion of outstanding debt at ETP (proportionately consolidated) and its respective subsidiaries and holdings, whose cash distributions to ETE are residual to their own substantial operating and debt service requirements. ETE's stand-alone debt leverage approximates 4x while debt leverage on a fully consolidated basis approximates 5.5x, levels that will remain largely unchanged pro forma for the proposed term loan offering. ETE's liquidity is adequate and its day-to-day liquidity needs are not significant, since it is essentially a flow-through partnership entity with limited administrative overhead, receiving cash distributions and paying out its own limited partnership distributions of substantially all its cash on hand. On February 10, ETE amended and upsized is secured revolving credit facility to $1.5 billion, under which $925 million was outstanding as of April 30. The revolver contains covenants governing ETE's stand-alone and consolidated leverage metrics, allowing for an adjusted run rate EBITDA reflecting major project investments. ETE has no capital spending requirements. All subsidiaries are financed with subsidiary level debt facilities and aside from the potential to provide capital with new equity or temporarily relinquishing a portion of its IDR proceeds, ETE has no obligation to provide liquidity to its subsidiaries. ETE's stable outlook reflects the strong cash distribution streams derived largely from ETP, and the quality of ETP's asset portfolio, as well as the prospects for added diversification to cash flow as ETE grows its asset base. A ratings upgrade could be considered if ETP's Baa3 rating was upgraded, if overall structural complexity was meaningfully reduced or if there is a reduction in consolidated debt leverage. ETE's ratings could be downgraded should consolidated leverage increase on a permanent basis to over 6x EBITDA. Weakness in ETP's credit profile could pressure ETE's rating, while a downgrade of ETP's Baa3 rating would prompt an ETE rating downgrade. Furthermore, should cash distributions to ETE become compromised through higher leverage or weakness in distributable cash flows at partnership and subsidiary levels, ratings could be downgraded. The principal methodology used in this rating was Global Midstream Energy published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Energy Transfer Equity, L.P. headquartered in Dallas, Texas is the general partner of Energy Transfer Partners, L.P. EP ENERGY: Moody's Rates New $800MM Notes 'B1', Outlook Stable -------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to EP Energy LLC's proposed $800 million in unsecured notes due 2023, to be co-issued by Everest Acquisition Finance Inc. At the same time, Moody's affirmed EP Energy's Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, and SGL-2 Speculative Grade Liquidity Rating. Moody's also upgraded EP Energy's second-lien debt to Ba2 from Ba3 and its unsecured notes to B1 from B2. The rating outlook is stable. The proceeds from the proposed notes offering will be used to fund the tender offer of EP Energy's existing $750 million 6.875% senior secured notes due 2019 and to repay borrowings under its revolving credit facility. "EP Energy's proposed notes offering in itself is a debt neutral transaction. However, the transaction helps to extend the company's maturity profile and is also a step towards a more simplified capital structure," commented Gretchen French, Moody's Vice President. Issuer: EP Energy LLC Rating Actions: -- Corporate Family Rating, Affirmed at Ba3 -- Probability of Default Rating, Affirmed at Ba3-PD -- Senior secured second lien term loan due 2018, upgraded to Ba2, LGD3 from Ba3, LGD3 -- Senior secured second lien term loan due 2019, upgraded to Ba2, LGD3 from Ba3, LGD3 -- Senior unsecured notes due 2020, upgraded to B1, LGD5 from B2, LGD5 -- Senior unsecured notes due 2022, upgraded to B1, LGD5 from B2, LGD5 -- Senior unsecured notes due 2023, assigned B1, LGD5 -- Speculative Grade Liquidity Rating, Affirmed at SGL-2 -- Outlook Remains Stable The retirement of EP Energy's senior secured notes with unsecured notes reduces the amount of priority debt and increased the proportion of unsecured debt in the capital structure, resulting in the upgrade of the senior unsecured notes to B1 from B2 and the senior secured second lien term loans to Ba2 from Ba3. The senior unsecured notes B1 rating reflects their contractual subordination to the company's $2.75 billion secured revolving credit facility and $646 million in second lien secured term loans. The unsecured notes benefit from upstream guarantees from all material subsidiaries. The size of the potential revolver and second lien claims relative to the unsecured notes outstanding results in the senior notes being notched one rating below the Ba3 CFR and the second lien term loans being rated one notch above the Ba3 CFR under Moody's Loss Given Default Methodology. EP Energy's Ba3 CFR reflects its large and relatively diversified assets across four prolific onshore oil and natural gas basins in North America. With first quarter 2015 production of 102,421 Boe per day and total proved reserves of 622 million Boe as of December 31, 2014, EP Energy is amongst the largest Ba3 rated exploration & production (E&P) companies. The company benefits from over 16 years of reserve life, with oil comprising 59% of production and 52% of proved reserves. Offsetting its large scale, EP Energy's balance sheet is highly leveraged. As of March 31, 2015, debt to average daily production was more than $46,000per Boe, and is expected to only decline to just under $44,000 in 2015. This leverage level is more typical of low single B rated companies. Moody's believe EP Energy's leverage will remain elevated through at least 2016 as the company targets cash flow neutrality, at best, in the suppressed commodity pricing climate, as it primarily focuses on developing its Eagle Ford Shale acreage, followed by the Wolfcamp in the Permian Basin. EP Energy's proved undeveloped ratio of 62% is high and will require substantial investment to realize the full potential of its asset base, subjecting the company to execution risk. While EP Energy benefits from a strong hedge position through 2016, the company will need to significantly reduce its full-cycle costs in order to maintain adequate returns after its hedge positions roll-off, if the current weak commodity climate continues. EP Energy's SGL-2 Speculative Grade Liquidity Rating reflects a good liquidity profile through early 2016. Moody's expect 2015's $1.2-$1.25 billion capital budget will be neutral with cash flow generated by operations, with any potential deficit in 2016 financed by borrowings under EP Energy's committed $2.75 billion borrowing base ($2.75 billion commitment size as well) senior secured revolving credit facility. Pro forma for the notes issuance and as of March 31, 2015, EP Energy had $971 million in borrowings and $82 million in letters of credit under the revolver, resulting in availability of $1,697 million. The revolver matures in May 2019 and requires the company to maintain its ratio of debt to EBITDAX below 4.5x. Moody's do not expect the covenant to restrict EP Energy's access to its credit facility through 2016 because of EP Energy's strong hedge position. EP Energy does face the risk of negative redeterminations of the $2.75 billion borrowing base, but has substantial headroom. Alternate liquidity is somewhat limited as substantially all of EP Energy's assets are mortgaged under the credit facility, but the company does benefit from a large undeveloped acreage position. The next debt maturity is in 2018 when $496 million of term loans come due. The rating outlook is stable. An upgrade would be considered if leverage drops below $35,000 per Boe and the ratio of RCF to debt increases above 30%. In addition, if production increases to above 125,000 Boe per day with an improving leverage trend, an upgrade would be considered. The ratings could be downgraded if the ratio of retained cash flow to debt falls below 20% or the ratio of debt to average daily production approaches $50,000. The principal methodology used in these ratings was Global Independent Exploration and Production Industry published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. EP Energy LLC is an independent exploration & production company based in Houston, Texas. ERG INTERMEDIATE: Schedules of Assets & Debts Due by June 2 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas gave ERG Intermediate Holdings LLC and its debtor-affiliates until June 2, 2015, to file their schedules of assets and liabilities and statements of financial affairs. About ERG Resources ERG Resources, LLC, is a privately owned oil & gas producer that was formed in 1996. Since 2010, ERG Resources and ERG Operating Co. have been primarily engaged in the exploration and production of crude oil and natural gas in the Cat Canyon Field in Santa Barbara County, California. ERG Resources owns 19,027 gross lease acreage in the Cat Canyon Field. ERG Resources also owns and operates oil & gas leases representing 683 gross acres of leasehold located in Liberty County, Texas. The Company's corporate headquarters is located in Houston, Texas. Scott Y. Wood, through two of his affiliates, owns 100% of the membership units in ERG Intermediate Holdings LLC, the parent company. ERG Intermediate Holdings, ERG Resources and three affiliates sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-31858) on April 30, 2015, in Dallas, Texas. The Debtors tapped Jones Day as counsel; DLA Piper as co-counsel; AP Services, LLC, to provide a CRO; and Epiq Bankruptcy Solutions, LLC. ERG Intermediate estimated $100 million to $500 million in assets and debt. The U.S. Trustee overseeing the Chapter 11 case of ERG Intermediate Holdings LLC appointed five creditors of the company to serve on the official committee of unsecured creditors. ERG INTERMEDIATE: Wants Court to Set June 30 as Claims Bar Date --------------------------------------------------------------- ERG Intermediate Holdings LLC and its debtor-affiliates ask the U.S. Bankruptcy Court for the Northern District of Texas to set June 30, 2015, as deadline for creditors to file proofs of claim. The Debtor proposes Oct. 27, 2015, as the last day for governmental units to file their claims. All proofs of claim must be filed so as to be received on or before the applicable bar date, at these address: a) If via first class mail: ERG Intermediate Holdings, LLC Claims Processing Center c/o Epiq Bankruptcy Solutions, LLC P.O. Box 4419 Beaverton, OR 97076-4419 b) If via messenger or overnight mail: ERG Intermediate Holdings, LLC Claims Processing Center c/o Epiq Bankruptcy Solutions, LLC 10300 SW Allen Blvd Beaverton, OR 97005 A hearing to consider approval of the Debtors' request is set for June 1, 2015, at 1:30 p.m. (CDT) in Courtroom #3, 1100 Commerce St., 14th Floor in Dallas, Texas. About ERG Resources ERG Resources, LLC, is a privately owned oil & gas producer that was formed in 1996. Since 2010, ERG Resources and ERG Operating Co. have been primarily engaged in the exploration and production of crude oil and natural gas in the Cat Canyon Field in Santa Barbara County, California. ERG Resources owns 19,027 gross lease acreage in the Cat Canyon Field. ERG Resources also owns and operates oil & gas leases representing 683 gross acres of leasehold located in Liberty County, Texas. The Company's corporate headquarters is located in Houston, Texas. Scott Y. Wood, through two of his affiliates, owns 100% of the membership units in ERG Intermediate Holdings LLC, the parent company. ERG Intermediate Holdings, ERG Resources and three affiliates sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-31858) on April 30, 2015, in Dallas, Texas. The Debtors tapped Jones Day as counsel; DLA Piper as co-counsel; AP Services, LLC, to provide a CRO; and Epiq Bankruptcy Solutions, LLC. ERG Intermediate estimated $100 million to $500 million in assets and debt. The U.S. Trustee overseeing the Chapter 11 case of ERG Intermediate Holdings LLC appointed five creditors of the company to serve on the official committee of unsecured creditors. FBJ REAL ESTATE: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: FBJ Real Estate, LLC 12022 Meadowville Court Herndon, VA 20170 Case No.: 15-11737 Nature of Business: Farming Chapter 11 Petition Date: May 20, 2015 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Hon. Brian F. Kenney Debtor's Counsel: Frank Bredimus, Esq. LAW OFFICE OF FRANK BREDIMUS 16960 Ivandale Rd. Hamilton, VA 20158 Tel: 571-344-2278 Fax: 540-751-1008 Email: Fbredimus@aol.com Total Assets: $4.2 million Total Liabilities: $1.6 million The petition was signed by Joseph L. Bane, Jr., co-managing member. A list of the Debtor's four largest unsecured creditors is available for free at http://bankrupt.com/misc/vaeb15-11737.pdf FILENE'S BASEMENT: Del. Judge Rules on Former Landlord's Claims --------------------------------------------------------------- Bankruptcy Judge Kevin J. Carey in his April 16, 2015 Memorandum, in the case docketed as In re: FILENE'S BASEMENT, LLC, et al., Chapter 11, Reorganized Debtors, CASE NO. 11-13511 (KJC) (JOINTLY ADMINISTERED), addressed several claims by former landlord Connecticut/DeSales LLC. The Debtors contend that the Landlord's Claims exceed the amount allowed by Bankruptcy Code Section 502(b)(6) for claims resulting from the termination of a real property lease. Judge Carey concluded that "the text of Section 502(b)(6)(A) requires application of the 15 percent cap based on the 'time' approach. The Landlord's claim must be recalculated accordingly." He further concludes "that the Landlord's Abandonment Claim falls within the Section 502(b)(6) cap and cannot be asserted as a separate claim; however, the Landlord's Mechanic's Lien Claim does not fall within the Section 502(b)(6) cap and may be asserted as a separate claim." A copy of Judge Carey's April 16, 2015 Memorandum is available at http://is.gd/11lqXVfrom Leagle.com. About Filene's Basement, LLC Massachusetts-based Filene's Basement, also called The Basement, was the oldest off-price retailer in the United States. The Basement focuses on high-end goods and is known for its distinctive, low-technology automatic markdown system. Filene's Basement first filed for Chapter 11 bankruptcy protection in August 1999. Filene's Basement was bought by a predecessor of Retail Ventures, Inc., the following year. Retail Ventures in April 2009 transferred the unit to Buxbaum. Filene's Basement, Inc. and its affiliates filed for Chapter 22 (Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by lawyers at Pachulski Stang Ziehl & Jones LLP. Epiq Bankruptcy Solutions serves as claims and notice agent. The Debtors disclosed assets of $236 million, including real estate of $97.7 million, and liabilities of $94 million, including $31.1 million owing on a revolving credit with Bank of America NA as agent. In addition, there were $11.1 million in letters of credit outstanding on the revolver. The 2009 Debtor was formally renamed FB Liquidating Estate, following the sale of all of its assets to Syms Corp. in June 2009. Pursuant to the Liquidating Plan confirmed in January 2010, secured creditors in the Chapter 11 case have been paid in full, and holders of priority, administrative and convenience class claims have received 100% of their allowed claims. As reported by the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen, Chairman of Abacus Advisors LLC and Chief Restructuring Officer for FB Liquidating Estate disclosed that a second distribution of dividend checks to Filene's unsecured creditors amounting to 12.5% of approved claims has been made, bringing the cumulative distributions on unsecured claims to 62.5%. On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 11-13511 to 11-13514) after a failed bid to sell the business. The two units are Syms Clothing Inc. and Syms Advertising Inc. Judge Kevin J. Carey presides over the case. Lawyers at Skadden Arps Slate Meagher & Flom LLP serve as the Debtors' counsel. The Debtors tapped Rothschild Inc. as investment banker and Cushman and Wakefield Securities, Inc., as real estate financial advisors. Syms shuttered its namesake and Filene's Basement outlets upon the bankruptcy filing and tapped a joint venture of Gordon Brothers Retail Partners LLC and Hilco Merchant Resources LLC to run the going-out-of-business sales. Filene's Basement estimated $1 million to $10 million in assets and $50 million to $100 million in debts. The petitions were signed by Gary Binkoski, authorized representative of Filene's Basement. The official committee of unsecured creditors appointed in the 2011 case retained Hahn & Hessen LLP as legal counsel. Holders of equity in Syms Corp. pushed for an official shareholders' committee and separation of the Syms and Filene's Basement bankruptcy estates. Gordon Brothers and Hilco were represented by Goulston & Storrs, P.C. and Ashby & Geddes, P.A. On August 30, 2012 the Court entered the Order Confirming the Modified Second Amended Joint Chapter 11 Plan of Reorganization of Syms Corp. and its subsidiaries. The Plan provides that holders of Class 4 general unsecured claims of Filene's Basement, LLC will receive 100% payment in cash, and holders of Class 5 lease rejection claims of Filene's Basement, LLC will receive 75% payment in cash. FILTRATION GROUP: New Loan Payment Plan No Impact on Moody's CFR ---------------------------------------------------------------- Moody's Investors Service said Filtration Group's revised plan to upsize its first-lien term loan (to approximately $735 million) to pay down its second-lien term loan (to $55 million) has no impact on the company's ratings, including the B2 corporate family rating (CFR), the B1 senior secured rating and the Caa1 senior secured second-lien term loan rating. In addition, the stable outlook is not affected at this time. Filtration Group Corporation, headquartered in Chicago, Illinios, is a manufacturer and distributor of filtration products to end markets around the world. Revenues in 2014 totaled $755 million. The company is majority owned by funds affiliated with Madison Capital Partners, as well as Madison employees and Filtration Group's management. FREDERICK'S OF HOLLYWOOD: Hearing on Sale of Assets Set for June 3 ------------------------------------------------------------------ The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware has set for June 3, 2015, at 1:00 p.m. (ET) the hearing on the sale of substantially all certain assets of Frederick's of Hollywood, Inc., et al. Judge Gross approved on May 6, 2015, the procedures in connection with the sale. A copy of the bidding procedures is available for free at: http://is.gd/VFzNsT Under the Bidding Procedures, the minimum overbid is $250,000. The bid deadline will be May 26, 2015, at 5:00 p.m. (prevailing Eastern Time). An auction to sell the Assets will be conducted on May 28, 2015, starting at 10:00 a.m. (prevailing Eastern Time). Objections to the sale must be filed by May 26, 2015, at 4:00 p.m. (ET). The proposed closing date for the sale must be no later than June 30, 2015. Authentic Brands Group, LLC, is the stalking horse purchaser. The DIP agent will have the right to use the DIP obligations, DIP liens and DIP superpriority claims and the prepetition agent will have the right to use the prepetition obligations related to the line of credit to credit bid with respect to any bulk or piecemeal sale of all or any portion of the DIP collateral or prepetition 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. Andrew R. Vara, Acting U.S. Trustee for Region 3, notified the U.S. Bankruptcy Court in Delaware that he has appointed seven members to the Official Committee of Unsecured Creditors in the Chapter 11 cases of Frederick's of Hollywood, Inc., and its debtor affiliates. GENIUS BRANDS: Transfers Corporate Headquarters to Beverly Hills ---------------------------------------------------------------- Genius Brands International, Inc. has moved its corporate headquarters to 301 N. Canon Drive, Suite #305, Beverly Hills, California, 90210. About Genius Brands Beverly Hills, Calif.-based Genius Brands International, Inc., creates and distributes music-based products which it believes are entertaining, educational and beneficial to the well-being of infants and young children under its brands, including Baby Genius and Little Genius. Genius Brands reported a net loss of $3.72 million in 2014, a net loss of $7.21 million in 2013, a net loss of $2.06 million in 2012 and a net loss of $1.37 million in 2011. As of March 31, 2015, the Company had $17.5 million in total assets, $4.44 million in total liabilities and $13.09 million in total equity. GGW BRANDS: Judge Class for Founder's Arrest -------------------------------------------- Katy Stech, writing for The Wall Street Journal, reported that U.S. Bankruptcy Judge Fernando M. Olguin in Los Angeles is calling for the arrest of Girls Gone Wild founder Joe Francis for failing to turn over two luxury cars to lawyers who sold the Girls Gone Wild name out of bankruptcy last year. According to the report, citing court papers, Mr. Francis has previously said that he can't return the vehicles, a 2007 Cadillac Escalade and a 2012 Bentley Flying Spur, because a strip-club owner in Mexico -- angry that several Girls Gone Wild promotions fell through -- took them. About GGW Brands Santa Monica, California-based GGW Brands, LLC, the company behind the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-15130) on Feb. 27, 2013. Judge Sandra R. Klein oversees the case. The company is represented by the Law Offices of Robert M. Yaspan. The company disclosed $0 to $50,000 in estimated assets and $10 million to $50 million in estimated liabilities in its petition. Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC also sought Chapter 11 protection. GGW Marketing, LLC, another affiliate, filed a voluntary Chapter 11 petition on May 22, 2013, before the Bankruptcy Court for the Central District of California (Los Angeles). The case is assigned Case No. 13-23452. Martin R. Barash, Esq., and Matthew Heyn, Esq., at Klee, Tuchin, Bogdanoff and Stern, LLP, in Los Angeles, California, represent GGW Marketing. In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as Chapter 11 Trustee to take over the companies. Mr. Neilson has investigated failed solar-power company Solyndra and was involved in the Mike Tyson and Death Row Records bankruptcy cases. He is represented by David M Stern, Esq., Jonathan Mark Weiss, Esq., and Robert J Pfister, Esq., at Klee Tuchin Bogdonaff and Stern LLP. In April 2014, the Chapter 11 Trustee sold the "Girls Gone Wild" video franchise and its assets for $1.83 million. An auction set earlier that month was canceled because there were no bids to compete with the so-called stalking horse, who isn't affiliated with founder Joe Francis. U.S. Bankruptcy Judge Sandra Klein in California in March has approved the Chapter 11 plan of liquidation proposed by trustee R. Todd Neilson for GGW Brands, creator of the "Girls Gone Wild" franchise. GOLDEN COUNTY FOODS: Files for Chapter 11 to Push Through Sale -------------------------------------------------------------- According to court documents, Golden County Foods, Inc., filed for Chapter 11 bankruptcy on Monday to help push through a planned sale, which requires the Company to scrap a collective bargaining agreement. The Company, Jim Christie at Reuters relates, has struggled with a cash crunch and problems fulfilling a recently awarded contract. Founded in 1991 and based in Plover, Wisconsin, Golden County Foods, Inc., produces frozen appetizers and snacks on contract basis. The products include battered and breaded items, dips, entrees, fried potato products, sides, and twice baked/stuffed products. Its brands include the Snapps snacks and appetizers, and the IHOP at Home frozen breakfast products. Golden County (Bankr. D. Del. Case No. 15-11062) and its affiliates GCF Franchisee, Inc. (Bankr. D. Del. Case No. 15-11063) and GCF Holdings II, Inc. (Bankr. D. Del. Case No. 15-11064) filed separate Chapter 11 bankruptcy petitions on May 15, 2015, estimating assets and liabilities at between $10 million and $50 million each. The petition was signed by Dave Wiggins, chief executive officer. Mark D. Collins, Esq., and Tyler D. Semmelman, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' counsel. The Debtors also hired Neligan Foley LLP as local counsel. GULF PACKAGING: Can Employ BMC as Claims & Notice Agent ------------------------------------------------------- Judge Pamela S. Hollis of the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Gulf Packaging, Inc., to employ BMC Group, Inc., as noticing, claims and solicitation agent. The firm will charge the Debtor at these rates: * Noticing Management - Data Entry/Call Center/Admin Support $25/45/65 per hour - Analysts $85 per hour - Noticing Manager $100 per hour * Claims Management - Claim Receipt, Processing & Docketing * First 500 claims: $2.50 per claim * 501 to 999 claims: $1.50 per claim * 1,000+ claims: $1.00 per claim - b-Linx Database & Systems Access $0.085 per month * Project Management - Analysts $85 per hour - Consultants/Project Managers $100-$145 per hour - Principal/Director/Expert $175 per hour * Print Mail and Noticing Services - Certified Electronic Noticing Service $40 per 1000 - Certified Fax Noticing Service $0.15 per image * Document and Information Management - Live Operator Call Center $45 per hour - Public Case Website Hosting $250 per month WAIVED - Physical Document Storage $1.45 per box/month WAIVED - Secure Virtual Data Room $6,000 WAIVED Prior to the Petition Date, BMC received a retainer of $10,000, some of which was applied against prepetition fees and expenses. About Gulf Packaging Formed as a Texas corporation in February 2012, Gulf Packaging Inc. is a national distributor of packaging equipment and supplies, which sells its product by and through several independent entities. GPI is a private company, with its equity held in equal parts by the Fleck Family Partnership, LLC and CWJ Eagle, LLC (which is affiliated with the Cutshall family). Gulf Packaging sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 15-15249) on April 29, 2015. The case is assigned to Judge Pamela S. Hollis. The Debtor tapped FrankGecker LLP as counsel; BMC Group Inc. as claims and noticing agent; and the firm of Gavin/Solmonese to provide Edward T. Gavin as Chief Restructuring Officer. HERCULES OFFSHORE: Files Fleet Status Report as of May 19 --------------------------------------------------------- Hercules Offshore, Inc. posted on its Website at http://www.herculesoffshore.com/a report entitled "Hercules Offshore Fleet Status Report". The Fleet Status Report includes the Hercules Offshore Rig Fleet Status (as of May 19, 2015), which contains information for each of the Company's drilling rigs, including contract dayrate and duration. The Fleet Status Report also includes the Hercules Offshore Liftboat Fleet Status Report, which contains information by liftboat class for April 2015, including revenue per day and operating days. The Fleet Status Report is available for free at http://is.gd/477R9O About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. Hercules Offshore reported a net loss of $216 million in 2014, compared with a net loss of $68.1 million in 2013. As of March 31, 2015, the Company had $1.93 billion in total assets, $1.37 billion in total liabilities and $559 million in stockholders' equity. * * * The TCR reported in March 2015 that Moody's Investors Service downgraded Hercules Offshore, Inc.'s Corporate Family Rating to Caa2 from B2. The Caa2 Corporate Family Rating (CFR) reflects the company's contract roll-off and sparse contract coverage through the June 2016, its aging fleet, and the projection for a deterioration of its liquidity position. As reported by the TCR on March 2, 2015, Standard & Poor's Ratings Services lowered its corporate credit rating on Houston-based Hercules Offshore Inc. to 'CCC+' from 'B-'. "The downgrade reflects our expectation of deteriorating liquidity over the next year, as well as the company's escalating debt leverage," said Standard & Poor's credit analyst Stephen Scovotti. HIDDEN VALLEY APARTMENTS: Case Summary & 5 Top Unsec. Creditors --------------------------------------------------------------- Debtor: Hidden Valley Apartments 945 Cleveland Street Pulaski, TN 38478 Case No.: 15-03469 Chapter 11 Petition Date: May 20, 2015 Court: United States Bankruptcy Court Middle District of Tennessee (Columbia) Judge: Hon. Randal S Mashburn Debtor's Counsel: Steven L. Lefkovitz, Esq. LAW OFFICES LEFKOVITZ & LEFKOVITZ 618 Church St Ste 410 Nashville, TN 37219 Tel: 615 256-8300 Fax: 615 255-4516 Email: slefkovitz@lefkovitz.com Total Assets: $2.58 million Total Liabilities: $1.42 million The petition was signed by Elaina V. Johnson, managing general partner. A list of the Debtor's five largest unsecured creditors is available for free at http://bankrupt.com/misc/tnmb15-03469.pdf HOCHHEIM PRAIRIE: S&P Alters Outlook to Stable & Affirms 'B+' CCR ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its outlook on Hochheim Prairie Farm Mutual Insurance Assoc. and its subsidiary Hochheim Prairie Casualty Insurance Co. (collectively Hochheim) to stable from negative. At the same time, S&P affirmed its 'B+' financial strength and long-term counterparty credit rating on Hochheim. "The outlook revision is based on our view that Hochheim's growth in surplus in the second half of 2014, nonrenewal of unprofitable business, purchase of additional excess catastrophe reinsurance agreement, and purchase of an aggregate cover program to reduce some of Hochheim's frequency risk, are likely to stabilize the company's capital and earnings. As a result, we expect the company to maintain its capital at the upper adequate redundancy level and reduce the likelihood of adverse regulatory actions," said Standard & Poor's credit analyst Adrian Nusaputra. The outlook is stable. Although the company's exposure to man-made and natural catastrophes will continue to restrict its ability to grow its capital, S&P expects its current reinsurance program and strategic moves to clean up its book of business to keep capital at the upper adequate level during the next 12 months. S&P may lower its rating during the next 12 months if these occur: -- The company incurs substantial losses that would result in a further deterioration of capital; -- The Texas Department of Insurance initiates adverse regulatory actions; -- The company cannot purchase adequate reinsurance, which would further expose its capital to deterioration from large losses during the 2016 renewal cycle. S&P is unlikely to raise the rating during the next 12 months. However, in the longer term, S&P may consider raising the rating if: -- The company continues to increase its surplus to be redundant to a level above the upper-adequate level; -- Hochheim sustains improved operating performance. HOLY HILL: Hearing Today on Bid to Extend Removal Period -------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California is set to hold a hearing on May 22 to consider the request of Holy Hill Community Church's bankruptcy trustee to extend the deadline to remove lawsuits to August 31. About Holy Hill Holly Hill Community Church, aka Holy Hill Community Church, a protestant church in Los Angeles, filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-21070) on June 5, 2014. In its Petition, Holly Hill, a California non-profit corporation incorporated for the purposes of conducting religious activities as a protestant Christian church, disclosed $35.4 million in total assets and $16.7 million in total liabilities. John Jenchun Suh, the pastor and CEO of the church, signed the bankruptcy petition. W. Dan Lee of the Lee Law Offices, in Los Angeles, is representing the Debtor as counsel. Judge Julia W. Brand presides over the case. Richard J. Laski has been appointed to serve as Chapter 11 trustee in the Debtor's case. The Trustee has tapped Arent Fox LLP to serve as his bankruptcy counsel, and Wilshire Partners of CA, LLC, as accountant. HUTCHESON MEDICAL: Can Use Cash Collateral on Interim Basis ----------------------------------------------------------- The Hon. Paul W. Bonapfel of the U.S. Bankruptcy Court for the Northern District of Georgia issued an interim order authorizing Hutcheson Medical Center Inc. and Hutcheson Medical Division Inc. to use cash collateral of Regions Bank and U.S. Foods Inc. pursuant to a budget. The Debtors told the Court they have an ongoing need for the use of cash collateral to operate their business and maximize their prospects for a successful reorganization. Access to sufficient working capital and liquidity through the use of the cash collateral, the Debtors explained, is vital to the preservation and maintenance of the going concern value of the Debtors. Absent the continued interim use of the cash collateral, the Debtors will not have sufficient sources of working capital to continue as a community based, acute care provider of essential medical services and maintain the value of their assets. The Debtor said, without the continued use of cash collateral, serious and irreparable harm could result not only to their operations, but to the very persons who depend upon their services, including, but not limited to, their underserved patient population. As of the Debtors' bankruptcy filing, Regions Bank asserted more than $26 million including principal, interest, attorneys' fees and other charges allowed under the financing documents against the Debtors. U.S. Foods asserted $265,000 against the Debtors. The Debtors will provide adequate protection of the liens and security interests of the secured parties for any diminution in the value of their respective interests in the prepetition collateral resulting from, among other things, use of Cash Collateral, the subordination to the carve out. A final hearing was set for May 11, 2015, to consider final approval to access the secured parties' cash collateral. a full-text copy of the budget is available for free at http://is.gd/We3sSD About Hutcheson Medical Center Hutcheson Medical Center, Inc., operates the 179-bed hospital and related ancillary facilities, including, without limitation, a skilled nursing home and an ambulatory surgery center, located in Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center. HMC leases the land and buildings that comprise the Medical Center from The Hospital Authority of Walker, Dade and Catoosa Counties. HMC and Hutcheson Medical Division, Inc., sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and 14-42864) in Rome, Georgia, on Nov. 20, 2014. The cases are jointly administered under Case No. 14-42863. The cases have been assigned to the Honorable Paul W. Bonapfel. The Debtors are represented by Ashley Reynolds Ray, Esq., and J. Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta, Georgia. The Debtors' Chapter 11 Plan and Disclosure Statement are due March 20, 2015. HMC disclosed $32.8 million in assets and $52.9 million in liabilities as of the Chapter 11 filing. No request has been made for the appointment of a trustee or examiner. IMPERIAL METALS: S&P Lowers CCR to 'CCC', on CreditWatch Developing ------------------------------------------------------------------- Standard & Poor's Ratings Services said it downgraded Vancouver-based Imperial Metals Corp. to 'CCC' from 'CCC+', and placed the company on CreditWatch with developing implications. "The downgrade follows the company's announcement that it will not meet the June 1 date for completion of its Red Chris mine, which is required under the terms of the company's senior secured credit facility," said Standard & Poor's credit analyst Jarrett Bilous. Due to production slowdowns related to temporarily reduced water supply, the company expects it will take additional time for the mine to achieve consistent design levels of throughput and production. As a result, S&P believes Imperial Metals will require a waiver or extension of the date to complete the mine beyond June 1. The CreditWatch developing status reflects the potential for an upgrade if the company receives a waiver or extension, along with improving prospects for the completion of the Red Chris mine, and potential for a downgrade in the absence of a waiver or extension, or continuing Red Chris completion delays. If Imperial Metals cannot obtain a waiver, S&P could lower the ratings further leading to a potential default. S&P understands that the facility is fully drawn, and Imperial Metals would not have sufficient funds to repay the loan, if required in the near term. S&P is uncertain if the company will receive a notice of default from its senior secured lenders in absence of a waiver or extension, or if the Red Chris mine will return to production levels required under the terms of the agreement. As such, S&P envisions a specific default scenario over the next 12 months, which is consistent with S&P's criteria for issuers we rate 'CCC'. Imperial Metals announced on May 19, 2015, that it expects to enter into a C$30 million six-month unsecured loan agreement with a subsidiary owned by its largest shareholder. In addition, the company expects to raise C$80 million from a rights issue for units composed of a combination of common shares and convertible debentures, in part to repay the proposed loan. However, the rights offering is contingent on receipt of the waiver or extension. In S&P's view, this should provide sufficient liquidity to fund costs associated with the Red Chris mine ramp-up, remaining estimated remediation cost of the tailings dam breach at the Mount Polley mine, and other operating expenditures over the next 12 months, assuming the senior secured credit facility is not called. The CreditWatch developing placement reflects the high likelihood that S&P could raise or lower the ratings on Imperial Metals within 90 days. An upgrade could result from the company receiving a waiver or extension under its secured credit facility, along with improving prospects for the completion of the Red Chris mine. In this scenario, S&P would expect the waiver or extension to cover a period of at least the next several months. A downgrade could result if the company does not receive a waiver or extension within the next 90 days, which S&P believes would increase the potential that Imperial Metals' lenders will file a notice of default, or protracted Red Chris completion delays. INSTITUTO MEDICO: Plan Confirmation Hearing Continued to June 16 ---------------------------------------------------------------- The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for the District of Puerto Rico issued an ordeer continuing to June 16, 2015, at 10:00 a.m., the hearing to consider confirmation of the Chapter 11 plan of reorganization of Instituto Medico Del Norte Inc. The Plan As reported in the Troubled Company Reporter, under the Plan, the Debtor will effect payment of all Allowed Administrative Expense Claims, Priority Tax Claims, Oriental Bank's Secured Claim and General Unsecured Claims with the available funds originating from Debtor's operations and the collection of Debtor's accounts receivable. Oriental Bank objected to the Debtor's plan because the Debtor is reducing from $75,069 to $38,867 the monthly payment to the bank for a period of five years with a balloon payment at the end of the duration of the plan. Nonetheless, the management team for debtor remains intact as well as their executive compensation under the proposed plan. According to the bank, the Compensation to the three executive insiders is significant. Specifically, in the three last monthly reports the persons are identified by name, position and monthly compensation. The monthly compensation for Maria Vazquez Pabon is $18,156 (December 2014) to $4,414 (February 2015); Eduarda Pabon Torres is $77,004 to $48,664; and for Jose Pabon Quiñones is $52,381 to $29,337. The bank retained as counsel: William Santiago-Sastre, Esq. DE DIEGO LAW OFFICES, PSC PO Box 79552 Carolina, PR 00984-9552 Tel: 787-622-3939 Fax: 787- 622-3941 Email: wssbankruptcy@gmail.com About Instituto Medico Instituto Medico del Norte, Inc. -- aka Centro Medico Wilma N. Vazquez, aka Hospital Wilma N. Vazquez Skill Nursing Facility of Centro Medico Wilma N. Vazquez -- sought protection under Chapter 11 of the Bankruptcy Code on Oct. 30, 2013 (Bankr. D.P.R. Case No. 13-08961). The case is assigned to Judge Mildred Caban Flores. The Debtor scheduled $20,843,692 in total assets and $20,107,642 in total liabilities. The Debtor, however, said its real property has a book value of $16,000,000 and personal property is worth $6,105,979. The Debtor is represented by Fausto David Godreau Zayas, Esq., and Rafael A. Gonzalez Valiente, Esq., at Latimer Biaggi Rachid & Godreau, in San Juan, Puerto Rico. Luis B. Gonzalez & Co. CPA's P.S.C. serves as accountant. The U.S. Trustee for the District of Puerto Rico has appointed Dr. Carlos Mellado (b/t Lcda Dinorah Collazo Ortiz) as patient care ombudsman. INSTIUTO MEDICO: Drops Bid to Hire Robert Roth as Special Counsel ----------------------------------------------------------------- U.S. Bankruptcy Judge Enrique S. Lamoutte Inclan authorized Instituto Medico Del Norte Inc., to withdraw its application to employ Robert Roth and the Law Firm of Hooper, Lundy & Bookman, P.C., as special counsel. Guy G. Gebhardt, the Acting U.S. Trustee for Region 21, conveyed objections to the Debtor's latest application to employ Mr. Roth. According to the U.S. Trustee, the process to approve the application to employ special counsel has been extensive. In light of this, the Court and the U.S. Trustee have invested their resources reviewing a professional's retention process that has not been forthcoming, seems not to take into consideration that the Debtor is in bankruptcy, and that statutory requirements have to be met. On July 21, 2014, nine months after the petition was filed, the Debtor filed an application to employ Mr. Roth as special counsel. The U.S. Trustee objected to the application. On Sept. 11, 2014, the Debtor filed its reply to the objection and withdrew the first application. On Dec. 10, 2014, the Debtor filed another application to employ Mr. Roth. The U.S. Trustee filed an objection to the second application mainly based on the same provision of a non-refundable retainer. On March 2, 2015, the Debtor filed another application to employ Mr. Roth as special counsel. U.S. Trustee Objection The U.S. Trustee objected to the compensation provisions of the second application that attempts to establish that any fee or retainer disbursed will be regarded as non-refundable; earned upon receipt, not to be property of the estate and not applied to interim billing. According to the U.S. Trustee, the fee or retainer cannot cease to be property of the estate and cannot be regarded as non-refundable or earned upon receipt in contravention of Section 330 of the Bankruptcy Code, which provides that professional fees are not earned without prior approval of the court. Therefore, by operation of Section 330 in the event the fee or retainer is not used up as payment for the services provided the balance of unearned monies must be returned to Debtor, the U.S. Trustee pointed out. The U.S. Trustee added, as to the $5,000 fee or retainer which is to be disbursed postpetition to the proposed professional, the postpetition disbursement is not in the ordinary course of the Debtor's business and can only be allowed, if the circumstances so warrant it. About Instituto Medico Instituto Medico del Norte, Inc. -- aka Centro Medico Wilma N. Vazquez, aka Hospital Wilma N. Vazquez Skill Nursing Facility of Centro Medico Wilma N. Vazquez -- sought protection under Chapter 11 of the Bankruptcy Code on Oct. 30, 2013 (Bankr. D.P.R. Case No. 13-08961). The case is assigned to Judge Mildred Caban Flores. The Debtor scheduled $20,843,692 in total assets and $20,107,642 in total liabilities. The Debtor, however, said its real property has a book value of $16,000,000 and personal property is worth $6,105,979. The Debtor is represented by Fausto David Godreau Zayas, Esq., and Rafael A. Gonzalez Valiente, Esq., at Latimer Biaggi Rachid & Godreau, in San Juan, Puerto Rico. Luis B. Gonzalez & Co. CPA's P.S.C. serves as accountant. The U.S. Trustee for the District of Puerto Rico in December appointed Dr. Carlos Mellado (b/t Lcda Dinorah Collazo Ortiz) as patient care ombudsman. INVENTIV HEALTH: Moody's Affirms 'Caa1' CFR, Outlook to Stable -------------------------------------------------------------- Moody's Investors Service affirmed the Caa1 Corporate Family Rating and Caa1-PD Probability of Default Rating of inVentiv Health, Inc. as well as all of the instrument ratings. Moody's also affirmed the Speculative Grade Liquidity Rating of SGL-3, signifying adequate liquidity over the next 12 months. Concurrently, Moody's changed the rating outlook to stable from negative. The stabilization of the outlook reflects several consecutive quarters of year-over-year revenue and earnings growth and Moody's view that continued growth should be supported by favorable industry tailwinds. The stable outlook is also supported by Moody's view that, because of earnings growth and interest that is Paid-in-Kind (PIK) on the Junior Lien notes, inVentiv should generate generally break-even free cash flow for the next 12 months. InVentiv's first significant debt maturity is January 2018, giving the company some time to improve its fundamental operating performance and address its highly leveraged capital structure. Moody's affirmed the following ratings of inVentiv Health, Inc.: -- Corporate Family Rating, at Caa1 -- Probability of Default Rating, at Caa1-PD -- 1st lien senior secured Term Loans, at B2 (LGD2) from (LGD3) -- 1st lien senior secured Notes, at B2 (LGD2) from (LGD3) -- Junior Lien PIK Toggle notes, at Caa2 (LGD5) -- Senior unsecured notes, at Caa3 (LGD6) from (LGD5) -- Speculative Grade Liquidity Rating, at SGL-3 -- The outlook was changed to stable from negative. The Caa1 rating reflects inVentiv's very high leverage, history of negative free cash flow and significant interest burden which will make a default event likely if the company does not significantly improve its EBITDA performance well ahead of 2018, when all of the company's debt matures. Adjusted debt to EBITDA approximated 10x for the twelve months ended March 31, 2015. The rating is supported by positive trends in the industry, particularly in the late stage clinical business (approximately 48% of total net revenue), which could aid EBITDA growth for inVentiv; and the company's significant size and diversity of service offerings. Further supporting the ratings is Moody's expectation for adequate liquidity over the next 12 months which is aided by the company's ability to PIK roughly $60 million of interest -- as well as the equity sponsor's demonstrated willingness to contribute incremental capital to inVentiv. Moody's could downgrade the ratings if liquidity weakens or if failure to meaningfully improve operating performance over the next 12-24 months increases the rating agency's concerns about the company's ability to refinance its debt. The ratings could be upgraded if the company is able to sustain strong EBITDA growth, such that adjusted debt to EBITDA is expected to be sustained below 7.5 times. An upgrade would also require the expectation of good liquidity including a favorable maturity profile. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. inVentiv, headquartered in Burlington, Massachusetts, is a provider of outsourced services to the pharmaceutical, life sciences and healthcare industries. inVentiv provides a broad range of clinical development, communications and commercialization services to clients to assist in the development and commercialization of pharmaceutical products and medical devices. For the twelve months ended March 31, 2015, the company reported approximately $1.8 billion in net revenues. InVentiv is owned by Thomas H. Lee Partners and Liberty Lane Partners. ITALICS MERGER: Moody's Assigns 'B3' CFR, Outlook Positive ---------------------------------------------------------- Moody's Investors Service assigned to Italics Merger Sub Inc., which will be merged into Informatica Corporation, a first-time B3 Corporate Family Rating and a B3-PD Probability of Default Rating. Moody's also assigned a B2 rating to Informatica's proposed first lien credit facilities comprising a $150 million revolving credit facility and a $1.875 billion term loan facility, and a Caa2 rating to the company's proposed $750 million of senior unsecured notes. The outlook for the ratings is positive. The proceeds from the new debt issuance along with approximately $2.5 billion of equity will be used to finance the acquisition of Informatica by a company controlled by funds advised by Permira Advisers LLC and Canada Pension Plan Investment Board for approximately $5.3 billion in an all-cash transaction. The B3 CFR is primarily characterized by Informatica's very high pro forma financial leverage, which Moody's expects to remain elevated over the next 12 to 24 months despite solid revenue growth prospects. Total debt to EBITDA at the close of the acquisition will be over 9x (incorporating Moody's standard analytical adjustments, including stock-based compensation expense that adds about 1.6x to leverage and before adding planned cost savings). Moody's expects total debt to EBITDA to decline by over 1x over the next 12 to 18 months through good organic EBITDA growth and operating cost savings. The planned cost savings represent about 8% of the cash operating costs, and in Moody's view, are achievable, but will be realized over the next 12 to 18 months. However, the costs to achieve operating cost savings will dampen free cash flow in the interim. Moody's analyst Raj Joshi said, "Despite its elevated financial risk profile, Informatica's strong prospective revenue growth in the high single digits, good operating scale, and market leading products in multiple adjacent data integration software markets differentiate the company relative to its similarly rated peers. Informatica's good track record of developing new products and a large installed base of over 5,800 licensed users support the company's credit profile." He added, "At the same time, Informatica's elevated financial risk profile affords limited room for missteps while the company is undergoing product transition as the on-premise software license growth is slowing, subscription revenues are accelerating albeit from a smaller scale, and growth in unstructured data and cloud computing will represent new opportunities as well as risks." Informatica competes in its highly competitive markets with diversified enterprise software vendors such as IBM, Oracle and SAS, as well as internally developed solutions used by its potential customers. The positive ratings outlook reflects Moody's expectations for revenue growth in the high single digit percentages, with some upside if the company's new products experience fast customer adoption. Moody's expects total debt to EBITDA to decline by over 1x over the next 12 months. Moody's could raise Informatica's ratings if the company achieves or outperforms revenue and earnings growth expectations and reduces debt from its free cash flow such that total debt to EBITDA could be sustained below 7x and free cash flow to total debt exceeds 5%. Informatica's ratings could be downgraded if liquidity materially deteriorates or revenue and profit growth stalls. Moody's has assigned the following ratings: Issuer: Italics Merger Sub Inc. (Informatica) -- Corporate Family Rating -- B3 -- Probability of Default Rating -- B3-PD -- $150 million Senior Secured Revolving Credit Facility -- B2 (LGD3) -- $1,875 million Senior Secured Term Loan B -- B2 (LGD3) -- $750 million Senior Unsecured Notes -- Caa2 (LGD5) Outlook Actions: Issuer: Italics Merger Sub Inc. -- Outlook, Positive With about $1.06 billion of revenues, Informatica Corporation is the leading independent provider of enterprise data integration software and services. The principal methodology used in these ratings was Global Software Industry published in October 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. KARMALOOP INC: Comvest, CapX Acquire Businesses ----------------------------------------------- Boston-based Karmaloop, Inc., a 15-year-old online retailer specializing in streetwear, action sports and music-inspired clothing, on May 21 disclosed that Comvest Partners, West Palm Beach, and CapX Partners, Chicago, are acquiring all of Karmaloop's businesses, including Karmaloop.com, PLNDR, Kazbah and Karmaloop Europe and investing significant growth capital into the business. Comvest and CapX will acquire the Company as part of the Company's voluntary chapter 11 bankruptcy case pending in the United States Bankruptcy Court for the District of Delaware. Comvest and CapX served as the stalking horse bidder at the inception of the bankruptcy sale process, which ultimately proved to be the prevailing bid. Comvest and CapX also previously provided debtor-in-possession financing to the Company to support the Company's bankruptcy case and sale process. Comvest and CapX's winning bid was approved on May 21 by the U.S. Bankruptcy Court for the District of Delaware paving the way toward a closing of the sale in early June. Under the terms of the Asset and Purchase Agreement, Comvest and CapX will acquire substantially all of Karmaloop's assets and assume certain trade and other obligations. Comvest Partner, Robert O'Sullivan, said, "We're excited to enter into this new chapter of the Karmaloop story. We've been involved with the Company since 2012 and are big believers in the brand's power and potential. As such, we're delighted that the process now allows us to deepen our relationship with the brand. We've already invested nearly $3 million in DIP financing during the bankruptcy process, and are investing millions more as part of the acquisition. With ample capital for growth and a debt-free balance sheet, Karmaloop is going to have a fantastic future. The loyal, dedicated Karmaloop customer base will see, over the coming months, new initiatives dedicated to forging a strategic growth path while retaining and building on the essence of the Karmaloop brand." Karmaloop founder/CEO Greg Selkoe will transition his role to a new CEO, who will be announced next week. Mr. Selkoe will remain with the Company in an advisory role. According to Mr. O'Sullivan, "Stay tuned for additional Karmaloop news soon. We anticipate sharing leadership news next week, and we will also begin rolling out exciting new initiatives that will respond to and support our customers' and business partners' evolving needs. We want to sincerely thank all of the employees, vendors and customers who have worked incredibly hard to maintain the business under difficult circumstances and have helped us understand what a truly unique asset it is. We look forward to working with all of them to restore the business to its former glory and beyond." The restructuring and new funding will eliminate existing debt that was incurred to support the launch of four new business divisions and the development of television content between 2011 and 2013. Over time, these ventures proved to be economically unviable and the debt that remained as a vestige of these past efforts hindered working capital for the core business. The main property, Karmaloop.com, has continued to thrive with close to four million unique visitors each month. About Comvest Partners Comvest Partners is a private investment firm providing equity and debt capital to middle-market companies across the U.S. With over $2.1 billion of assets under management, the firm includes seasoned, senior level operating executives who partner with management and entrepreneurs to grow businesses and create long-term value. Since 2000, Comvest has invested more than $1.6 billion of capital in over 135 public and private companies. About CapX Partners Founded in 1999, CapX Partners -- http://www.capxpartners.com-- is a specialty finance company that focuses on private equity and venture backed portfolio companies looking for debt financing in the $2-$20 million range. CapX provides senior and mezzanine debt including lease lines and favors manufacturing, distribution, technology, energy and healthcare industries with an emphasis on revenue producing fixed assets. 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. Lowenstein Sadler LP serves as its counsel, and Emerald Capital Advisors serves as its financial advisors. KIOR INC: DIP Facility Termination Date Extended Until June 30 -------------------------------------------------------------- KiOR, Inc., won approval of a first amendment of its debtor-in-possession financing facility with Pasadena Investments LLC, as administrative agent for a consortium of lenders, as modified. The amendment provides for among other things: i) increase the incremental term loans available under the DIP Facility to an aggregate principal amount not to exceed $20,400,000 at any time outstanding; ii) extends the outside maturity date to June 30, 2015; iii) revises the budget covenants to provide for monthly rather than weekly reporting; and iv) extends certain transactions process deadlines. The amendment also provides that clause (i) of Paragraph 2(f)(xvi) of the final DIP order is amended to read, "(i) the deadline for entry of the confirmation order will be June 10, 2015, and the deadline for the "Effective date" of a Chapter 11 plan will be June 30, 2015." Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., certified that the Debtor, the DIP Agent and the MDA (Mississippi Development Authority) prepared the proposed form of a final order, approving and authorizing the Debtor to perform under the proposed amendment to the DIP Credit Agreement on a final basis. 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. LANGERMANN'S OF BALTIMORE: Case Summary & 20 Top Unsec. Creditors ----------------------------------------------------------------- Debtor: Langermann's of Baltimore, LLC 2400 Boston Street Baltimore, MD 21224 Case No.: 15-17199 Chapter 11 Petition Date: May 20, 2015 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Hon. David E. Rice Debtor's Counsel: Stephen L. Prevas, Esq. PREVAS AND PREVAS American Bldg., Ste. 702 231 E. Baltimore St. Baltimore, MD 21202 Tel: (410) 752-2340 Fax: (410) 332-0474 Email: prevasandprevas@verizon.net Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Mark Lasker, member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb15-17199.pdf LEHMAN BROTHERS: Sues Over Soured Old Mortgage Loans ---------------------------------------------------- Joseph Checkler, writing for Daily Bankruptcy Review, reported that Lehman Brothers Holdings Inc. is suing three financial institutions over bundles of soured old mortgage loans, calling claims that Lehman owes hundreds of millions of dollars "grossly exaggerated and baseless." According to the report, in a May 20 filing with U.S. Bankruptcy Court in Manhattan, Lehman asked a judge to disallow "duplicate" claims filed by units of Syncora Holdings Ltd. and U.S. Bancorp. The third party named in the suit is GreenPoint Mortgage Funding Inc., which made the loans in the first place and is being sued by U.S. Bank and Syncora in a separate proceeding over the same issues, the report related. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. As of Oct. 2, 2014, Lehman's total distributions to unsecured creditors have amounted to $92.0 billion. As of Sept. 30, 2014, the brokerage trustee has substantially completed customer claims distributions, distributing more than $106 billion to 111,000 customers. LESLIE ACEVEDO: Court Narrows Claims in Suit Against Wells Fargo ---------------------------------------------------------------- Bankruptcy Judge Melvin S. Hoffman granted the defendants' motion to dismiss as to all but one of the counts in the complaint in the case captioned LESLIE A. ACEVEDO Plaintiff, v. WELLS FARGO BANK, N.A., AS TRUSTEE FOR OPTION ONE MORTGAGE LOAN TRUST 2007-FXD1 ASSET-BACKED CERTIFICATES, SERIES 2007-FXD1, SPECIALIZED LOAN SERVICING LLC, AND SPECIALIZED ASSET MANAGEMENT, LLC. Defendants, Adv. Proc. No. 11-04129 (Bankr. D. Mass.) In partially granting the defendants' motion to dismiss in this adversary proceeding, Judge Hoffman held that collateral estoppel precludes Ms. Acevedo from re-litigating her claims related to Wells Fargo's mortgage on the Thenius Street property and the validity of its foreclosure of that mortgage. Consequently, counts II and IV of the complaint do not state plausible claims for relief. Judge Hoffman, however, did not dismiss count I of Ms. Acevedo's complaint. He stated that it is plausible that defendant Specialized Loan Servicing LLS (SLS) may have violated the automatic stay in effect as a result of Ms. Acevedo's bankruptcy by sending a post-foreclosure letter to her insurance carrier. A copy of the April 21, 2015 memorandum is available at http://is.gd/7v730tfrom Leagle.com. Laird J. Heal, Esq., Worcester, MA., for the plaintiff. Hale Yazicioglu, Esq. -- hyazicioglu@hinshawlaw.com , Hinshaw & Culbertson LLP, Boston, MA, for the defendants. About Leslie A. Acevedo Leslie A. Acevedo filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 10-43723) on July 26, 2010. A copy of the petition is available at http://bankrupt.com/misc/mab10-43723.pdf MATAGORDA ISLAND: Case Converted to Chapter 7 Liquidation --------------------------------------------------------- The U.S. Bankruptcy Court converted the Chapter 11 case of Matagorda Island Gas Operations, LLC, to one under Chapter 7 of the Bankruptcy Code despite objections by the Debtor. In its motion for conversion or dismissal, the U.S. Trustee said it has repeatedly asked the Debtor to obtain and provide proof of insurance as required by the order to the Debtor starting with the initial Debtor interview on Sept. 24, 2014, and continuing at the 341 Meetings on Oct. 7, and Nov. 4. In addition, the attorney and the analyst for the U.S. Trustee have contacted Debtor's counsel several times requesting proof of insurance. According to the U.S. Trustee, to date, the Debtor has not provided proof to that (1) the Debtor has general liability insurance and (2) all assets are covered by property insurance. The Debtor asked the Court to deny approval of the motion, stating that it will have the funds necessary to pay the indicated insurance premium and obtain a certificate of appropriate insurance. The Debtor related that since the filing of the opposition, it has worked to obtain both a quote for liability insurance as well as funding to pay the annual premium for such insurance. On Jan. 5, 2015, the Debtor obtained a quote from Donnaway Insurance, Inc., for insurance indicating that the annual premium would be $96,000. On Jan. 25, the Debtor received an executed debtor-in-possession loan term sheet with AIC Investments Limited dated Jan. 23. Stallion Offshore Quarters, Inc., a creditor, supported the U.S. Trustee's motion to convert case. Shamrock Energy Solutions also supported the U.S. Trustee's motion, but said that it would be in the best interest of all creditors if the case were converted to a Chapter 7 and not dismissed. About Matagorda Island Matagorda Island Gas Operations, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No. 14-51099) in Lafayette, Louisiana, on Sept. 3, 2014. The case is assigned to Judge Robert Summerhays. The Debtor has tapped Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as counsel. The Debtor disclosed $891 million in assets and $26.1 million in liabilities as of the Chapter 11 filing. MCJUNKIN RED: Moody's Says $363MM Stock Issue is Credit Positive ---------------------------------------------------------------- McJunkin Red Man Corporation's (MRC Global) proposed issuance of $363 million perpetual preferred stock (which Moody's treats as equity) and the use of proceeds to pay down debt is credit positive. This transaction will enhance MRC's liquidity and enable it to maintain credit metrics that support its current rating despite a significant decline in operating earnings in the near term. MRC Global carries B1 LT Corporate Family Rating. McJunkin Red Man Corporation (MRC) is a global distributor of pipes, valves, and fittings (PVF) and related products and services to the energy industry across each of the upstream (exploration, production and extraction of underground oil and gas), midstream (gathering and transmission of oil and gas, gas utilities, and the storage and distribution of oil and gas) and downstream (crude oil refining, petrochemical processing and general industrial) sectors. The company operates out of approximately 235 branch locations, 123 third-party pipe yards, 34 valve automation service centers and 17 distribution centers located in the principal industrial, hydrocarbon producing and refining areas of the United States, Canada, Europe, Asia and Australia. The company is headquartered in Houston, Texas and generated revenues of about $5.9 billion for the 12 month period ended March 31, 2015. MEDICAL ALARM: Needs More Time to File March 31 Form 10-Q --------------------------------------------------------- Medical Alarm Concepts, Inc., was unable to file its quarterly report on Form 10-Q for the period ended March 31, 2015. The Company said additional time is needed for it to compile and analyze supporting documentation in order to complete the Form 10-Q and in order to permit the Company's independent registered public accounting firm to complete its review of the unaudited condensed consolidated financial statements included in the Form 10-Q. The Company intends to file the Form 10-Q for the quarter ended March 31, 2015, no later than the fifth calendar date following the proscribed due date. About Medical Alarm King of Prussia, Pa.-based Medical Alarm Concepts Holding, Inc., utilizes new technology in the medical alarm industry to provide 24-hour personal response monitoring services and related products to subscribers with medical or age-related conditions. Medical Alarm reported net income of $225,000 on $1.15 million of revenue for the year ended June 30, 2014, compared to net income of $3.18 million on $573,000 million of revenue during the prior year. Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. The independent auditors noted that the Company had working capital deficit of $636,000, a stockholders' deficit of $2.036 million, did not generate cash from its operations, and had operating loss for past two years. These circumstances, among others, raise substantial doubt about the Company's ability to continue as a going concern, according to the auditors. MF GLOBAL: Investors Seek Final Approval of $74-Mil. Settlement --------------------------------------------------------------- Joseph Checkler, writing for The Wall Street Journal, reported that MF Global Holdings Ltd. investors are seeking final approval of a $74 million settlement stemming from their lawsuit against several financial institutions. According to the report, in a May 15 filing with U.S. District Court in Manhattan, lawyers for the plaintiffs urged a judge to approve the settlement, calling it "very favorable in light of the risks of continued litigation." The institutions, including units of Goldman Sachs Group Inc., J.P. Morgan Chase & Co. and Citigroup Inc., served as underwriters for the sale of MF Global's stocks and bonds before its collapse, the Journal related. The deal, which has already received preliminary approval, "dismisses and releases" all claims against them, the report further related. About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. In April 2013, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MINT LEASING: Amends 2014 Third Quarter Financial Statements ------------------------------------------------------------ The Mint Leasing, Inc., filed on Nov. 18, 2014, its quarterly report on Form 10-Q for the three and nine months ended Sept. 30, 2014. The Original Form 10-Q disclosed the Company's consummation of the transactions contemplated by a Sept. 23, 2014, Share Exchange Agreement with Investment Capital Fund Group, LLC Series 20, a Delaware limited liability company, organized as a Delaware Series Business Unit and the sole shareholder of ICFG, Sunset Brands, Inc.. Specifically, it disclosed that pursuant to the Exchange Agreement, the Company acquired 100% of the issued and outstanding voting shares and 99% of the issued and outstanding non-voting shares of ICFG in exchange for 62,678,872 shares of restricted common stock. ICFG owned 52 Gem Assets - "52 Sapphires from the King and Crown of Thrones collection", which have a total carat weight of 3,925.17. The Original Form 10-Q also included an asset impairment charge of $10,028,620 based on the Company's recognition of the book value of the Gemstones of $0 as of Sept. 23, 2014, compared to the consideration given of $10,028,620 on Sept. 23, 2014. Subsequently in March 2015, the parties to the Exchange Agreement entered into a Mutual Rescission and Release Agreement, which had an effective date of Dec. 31, 2014, and rescinded the Exchange Agreement and the transactions undertaken thereby in its entirety. As a result, the Company amended the Original Form 10-Q to account for the reversal of the transaction based on the rescission agreement undertaken pursuant to the Exchange Agreement. As restated, Mint Leasing reported a net loss of $2.39 million on $1.41 million of total revenues for the three months ending Sept.30, 2014, as compared with a net loss of $12.42 million on $1.41 million of total revenues as previously reported. For the nine months ended Sept. 30, 2014, the Company reported a restated net loss of $5.31 million on $5.66 million of total revenues compared to a net loss of $15.34 million on $5.66 million of total revenues as originally reported. A full-text copy of the Form 10-Q/A is available for free at: http://is.gd/wXucMt About Mint Leasing Houston, Texas-based The Mint Leasing, Inc., is in the business of leasing automobiles and fleet vehicles throughout the United States. Mint Leasing reported a net loss of $3.08 million in 2014, following net income of $3.22 million in 2013. As of Dec. 31, 2014, the Company had $15.2 million in total assets, $13.7 million in total liabilities, and $1.56 million in total stockholders' equity. MORGAN STANLEY: Fitch Raises Rating on Preferred Stock to 'BB+' --------------------------------------------------------------- Fitch Ratings has upgraded Morgan Stanley's (MS) Viability Rating (VR) to 'a' from 'a-'. At the same time, Fitch has affirmed MS's Long-Term and Short-Term Issuer Default Ratings (IDR) at 'A'/'F1', respectively. The Outlooks for the Long-Term IDRs are Stable. MS's Long-Term IDR is now driven by its VR. The upgrade of MS's operating subsidiaries' IDRs to one notch above their VRs reflects the expected implementation of total loss absorbing capital (TLAC) requirements for U.S. Global Systemically Important Banks (G-SIBs) and the presence of a substantial debt buffer in the holding company. The rating actions are in conjunction with Fitch's review of sovereign support for banks globally, which the agency announced in March 2014. In line with its expectations announced in March last year and communicated regularly since then, Fitch believes legislative, regulatory and policy initiatives have substantially reduced the likelihood of sovereign support for U.S., Swiss and European Union commercial banks. At the same time, Fitch has taken into account progress with the U.S. single point of entry (SPE) resolution regime and TLAC implementation for U.S. G-SIBs. Fitch believes that, in line with our Support Rating (SR) definition of '5', extraordinary external support while possible can no longer be relied upon for MS or its subsidiaries. Fitch has, therefore, downgraded their Support Ratings (SR) to '5' from '1' and revised their Support Rating Floors (SRF) to 'No Floor' from 'A'. The ratings actions are also part of a periodic portfolio review of the Global Trading and Universal Banks (GTUBs), which comprise 12 large and globally active banking groups. A strong rebound in earnings from securities businesses in 1Q15 is a reminder of the upside potential banks with leading market shares can enjoy. However, regulatory headwinds remain strong, with ever higher capital requirements, costs of continuous infrastructure upgrades and a focus on conduct risks. As capital and leverage requirements evolve, GTUBs are reviewing the balance of their securities operations with other businesses and adapting their business models to provide the most capital efficient platforms for the future. Fitch expects the GTUBs' other core businesses, including retail and corporate banking, wealth and asset management, to perform well as economic growth, which Fitch expects to be strongest in the U.S. and UK, will underpin revenue. However, pressure on revenue generation in a low-interest environment is likely to persist, particularly in Europe, but low loan impairment charges in domestic markets should help operating profitability. KEY RATING DRIVERS - IDRs, VR AND SENIOR DEBT The upgrade of MS's VR to 'a' from 'a-' reflects MS's continued successful execution on its business model evolution towards a balance between wealth management, capital markets and investment management activities, resulting in improved earnings diversification and stability. Furthermore, Fitch notes that within MS's wealth management segment, management has been successful in migrating the business away from more transactional commission based revenue and towards recurring fee-based revenue, which Fitch believes adds some additional durability and balance to both the segment and the company's earnings profile. What's more, while MS's wealth management pre-tax margin is below that of some larger peers -- which routinely have pre-tax margins of approximately 30% -- Fitch believes that MS's wealth management pre-tax margin has the potential to further improve to the extent that MS is able to further improve its net interest income (NII) from banking activities attributable to the wealth management business. The company achieved a wealth management pre-tax margin of 22% in 1Q15, which is ahead of its stated targets of 22% - 25% by the end of 2015. Further supporting the upgrade of the VR is continued reductions in risk-weighted assets (RWA), the maintenance of higher than peer average capital ratios, and ongoing enhancements to the company's overall risk management. Further upward momentum in MS's VR primarily remains constrained by MS's wholesale funding risks. On balance, Fitch believes that Morgan Stanley is more vulnerable to funding and rollover risks than a number of GTUB peers as it is primarily wholesale funded. While Fitch would note that MS has reduced its reliance on unsecured Short-Term funding to minimal levels with no reliance on commercial paper or 2a-7 funds, deposit funding remains a relatively moderate portion of the company's overall funding mix. The VRs remain equalized between MS and its material operating subsidiaries. The common VR of MS and its operating companies reflects the correlated performance, or failure rate between the MS and these subsidiaries. Fitch takes a group view on the credit profile from a failure perspective, while the IDR reflects each entity's non-performance (default) risk on senior debt. Fitch believes that the likelihood of failure is roughly equivalent, while the default risk given at the operating company would be lower given TLAC. All U.S. bank subsidiaries carry a common VR, regardless of size, as U.S. banks are cross-guaranteed under the Financial Institutions Reform, Recovery, and Enforcement Act (FIRREA). The Long-Term IDRs for the material U.S. operating entities are one notch above MS's Long-Term IDR to reflect Fitch's belief that the U.S. SPE resolution regime, the likely implementation of TLAC requirements for U.S. G-SIBs, and the presence of substantial holding company debt reduces the default risk of domestic operating subsidiaries' senior liabilities relative to holding company senior debt. In Fitch's view these buffers would provide substantial protection to senior unsecured obligations in the domestic operating entities in the event of group resolution, as they could be used to absorb losses and recapitalize operating companies. Therefore, substantial holding company debt reduces the likelihood of default on operating company senior obligations. As at end-2014, MS had hybrid and senior debt as a percent of risk-weighted assets (RWA) of above 20%, more than its Pillar 1 capital requirement. The 'F1' Short-Term IDRs of MS's bank subsidiaries are at the lower of two potential Short-Term IDRs mapping to an 'A' Long-Term IDR on Fitch's rating scale to reflect a greater reliance on wholesale funding than more retail focused banks. MS's and its non-bank operating companies Short-Term IDRs at 'F1' reflect Fitch's view that there is less surplus liquidity at these entities than at the bank, particularly given their greater reliance on the holding company for liquidity. RATING SENSITIVITIES - IDRs, VR AND SENIOR DEBT After the upgrade, Fitch considers MS's VR to be solidly situated at current levels. However, to the extent that the company is able to further improve the stability of its earnings profile and further reduce its reliance on wholesale funding all while maintaining above peer-level capital ratios there could be some longer-term upside to the company's ratings. While not expected, there remain several potential downside risks to ratings. These include any difficulty the company has in complying with the ever increasing and evolving regulatory requirements, any large and/or unforeseen losses from either litigation or a risk management failure, or the inability to generate consistent Long-Term returns on equity in excess of their cost of capital . MS' Long-Term IDR and senior debt are equalized with the VR at the holding company, and notched up by one notch from the VR at the material operating companies. Thus ratings would be sensitive to any changes in MS' VR. KEY RATING DRIVERS AND SENSITIVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR The SR and SRF reflect Fitch's view that senior creditors can no longer rely on receiving full extraordinary support from the sovereign in the event that MS becomes non-viable. In Fitch's view, implementation of the Dodd Frank Orderly Liquidation Authority legislation is now sufficiently progressed to provide a framework for resolving banks that is likely to require holding company senior creditors participating in losses, if necessary, instead of or ahead of the company receiving sovereign support. Any upward revision to the SR and SRF would be contingent on a positive change in the U.S.'s propensity to support its banks. While not impossible, this is highly unlikely in Fitch's view. KEY RATING DRIVERS AND SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES Subordinated debt and other hybrid capital issued by MS are all notched down from the common VR in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profiles, which vary considerably. Subordinated debt issued by the operating companies is rated at the same level as subordinated debt issued by MS reflecting the potential for subordinated creditors in the operating companies to be exposed to loss ahead of senior creditors in MS. This is also supported by the FSB's proposal to have internal TLAC rank senior to regulatory capital at the operating company. Their ratings are primarily sensitive to any change in the common VR. They have, therefore, been upgraded due to the upgrade of the common VR. KEY RATING DRIVERS AND SENSITIVITIES - DEPOSIT RATINGS The upgrade of Morgan Stanley Bank, N.A.'s (MSB) deposit ratings is based on the upgrade of its IDRs. Deposit ratings are one notch higher than senior debt ratings reflecting the deposits' superior recovery prospects in case of default given depositor preference in the U.S. MS's international subsidiaries' deposit ratings are at the same level as their senior debt ratings because their preferential status is less clear and disclosure concerning dually payable deposits makes it difficult to determine if they are eligible for U.S. depositor preference. The rating actions are: Morgan Stanley -- Long-Term IDR affirmed at 'A'; Outlook Stable; -- Long-Term senior debt affirmed at 'A'; -- Short-Term IDR affirmed at 'F1'; -- Short-Term debt affirmed at 'F1'; -- Commercial paper affirmed at 'F1'; -- Market linked securities affirmed at 'Aemr'; -- VR upgraded to 'a' from 'a-'; -- Subordinated debt upgraded to 'A-' from 'BBB+'; -- Preferred stock upgraded to 'BB+' from 'BB'; -- Support downgraded to '5' from '1'; -- Support floor revised to 'NF' from 'A'. Morgan Stanley Bank N.A. -- Long-Term IDR upgraded to 'A+' from 'A'; Outlook Stable; -- Long-Term Deposits upgraded to 'AA-' from 'A+'; -- Short-Term IDR affirmed at 'F1'; -- Short-Term Deposits upgraded to 'F1+' from 'F1'; -- Support affirmed at '1'. Morgan Stanley Canada Ltd -- Short-Term IDR affirmed at 'F1'; -- Short-Term debt affirmed at 'F1'; -- Commercial paper affirmed at 'F1'. Morgan Stanley International Finance SA -- Short-Term debt affirmed at 'F1'. Morgan Stanley Secured Financing LLC -- Long-Term senior debt affirmed at 'A'; -- Short-Term debt affirmed at 'F1'. Morgan Stanley Capital Trust III-VIII -- Preferred stock upgraded to 'BBB-' from 'BB+'. Fitch has affirmed and withdrawn the following ratings because they are no longer considered by Fitch to be relevant for our rating coverage, because as part of MS's group restructuring the below entities have transferred almost all of their business to other group entities. Morgan Stanley Australia Finance Ltd -- Long-Term IDR at 'A'; Stable Outlook; -- Short-Term IDR at 'F1'; -- Short-Term debt at 'F1' -- Long-Term senior debt at 'A'; Bank Morgan Stanley AG -- Long-Term IDR at 'A'; Stable Outlook; -- Short-Term IDR at 'F1'; -- Support at '1'. MORGANS HOTEL: Interim CEO Quits; Howard Lorber Named Chairman -------------------------------------------------------------- Morgans Hotel Group Co. announced that Jason T. Kalisman has resigned as interim chief executive officer of the Company to spend more time on personal matters, effective May 19, 2015, and he will remain a member of the Board. Howard M. Lorber, veteran real estate investor and member of Morgans Board, has been named Chairman. The Board intends to continue its CEO search and in the interim, Richard Szymanski, chief financial officer, will temporarily assume the duties of the principal executive officer for securities law reporting purposes. "On behalf of the entire Board, I want to thank Jason for his past contributions and for his continuation as a director of the Company," commented Mr. Lorber. "Going forward, we will continue to build on our operational momentum and complete the strategic alternatives process in a timely manner." "After careful consideration and discussions with the Board, I have decided it is in the best interests of the Company to resign from my position as interim CEO to attend to personal obligations," said Mr. Kalisman. "I am incredibly proud of what we achieved during my time as CEO at Morgans and did not want my obligations to inhibit the strategic review process or slow the strong momentum our team has worked so hard to build over the past two years. With the Annual Meeting and first quarter earnings behind us and other key developments underway - I am certain that now is the right time to make this transition in order for them to complete the process and determine the best path forward for the Company." About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. Morgans Hotel reported a net loss attributable to common stockholders of $66.6 million on $235 million of total revenues for the year ended Dec. 31, 2014, compared with a net loss attributable to common stockholders of $58.5 million on $236 million of total revenues during the prior year. As of March 31, 2015, the Company had $532 million in total assets, $779 million in total liabilities, and a $246 million total deficit. MORGANS HOTEL: Stockholders Elect 9 Directors --------------------------------------------- Morgans Hotel Group Co. held its 2015 annual meeting of stockholders on May 18, 2015, at which the stockholders: (a) elected John Brecker, Andrew Broad, Kenneth E. Cruse, John J. Dougherty, Martin L. Edelman, Jason T. Kalisman, Howard M. Lorber, Bradford B. Nugent and Michelle S. Russo as directors for one-year terms expiring when their successors are duly elected and qualified; (b) ratified the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2015; (c) approved, by a non-binding, advisory vote, the compensation paid to the Company's named executive officers; and (d) did not approve the proposal presented by UNITE HERE urging the Company to take all steps necessary, in compliance with applicable law, to allow stockholders the right to call a special meeting with the consent of 25% or more of outstanding shares. About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. Morgans Hotel reported a net loss attributable to common stockholders of $66.6 million on $235 million of total revenues for the year ended Dec. 31, 2014, compared with a net loss attributable to common stockholders of $58.5 million on $236 million of total revenues during the prior year. As of March 31, 2015, the Company had $532 million in total assets, $779 million in total liabilities, and a $246 million total deficit. MORGANS HOTEL: Vector Group Reports 7.1% Stake as of May 19 ----------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Accommodations Acquisition Corporation and Vector Group Ltd. disclosed that as of May 19, 2015, they beneficially own 2,459,788 shares of common stock of Morgans Hotel Group Co., which represents 7.1 percent of the shares outstanding. On March 15, 2015, Howard M. Lorber, president and chief executive officer of Vector Group Ltd., was appointed to the Company's Board of Directors. On May 19, 2015, Mr. Lorber was elected to serve as Chairman of the Company's Board of Directors. A full-text copy of the regulatory filing is available at: http://is.gd/BUie8X About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. Morgans Hotel reported a net loss attributable to common stockholders of $66.6 million on $235 million of total revenues for the year ended Dec. 31, 2014, compared with a net loss attributable to common stockholders of $58.5 million on $236 million of total revenues during the prior year. As of March 31, 2015, the Company had $532 million in total assets, $779 million in total liabilities, and a $246 million total deficit. MOUNTAIN COUNTRY: Elliott Davis Approved as Trustee's Accountant ---------------------------------------------------------------- Robert L. Johns, trustee for the bankruptcy estates of Mountain Country Partners, LLC, won approval from the Bankruptcy Court to employ Elliott Davis, L.L.C., as his accountant. Elliott Davis is expected to assist the trustee in (i) bringing the books and records of the Debtor current; (ii) preparing tax returns; and (iii) providing other accounting services as may be required by the trustee from time to time. Elliott Davis agreed to charge no more than $15,000 each year, for the preparation of the 2014 and 2015 federal and state tax returns. Elliott Davis has charged the Debtor $15,000 to prepare the 2013 tax returns. To the best of the trustee's knowledge, Elliott Davis is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Mountain Country Partners Seven individual investors filed an involuntary Chapter 11 bankruptcy petition against Jacksonville, Florida-based Mountain Country Partners, LLC (Bankr. S.D. W.Va. Case No. 12-20094) on Feb. 17, 2012. Judge Ronald G. Pearson presides over the case. Joseph W. Caldwell, Esq., at Caldwell & Riffee, represent the petitioners. An Order for Relief was entered by the Court on June 25, 2012. Robert L. Johns was appointed Chapter 11 Trustee on July 6, 2012. James W. Lane, Jr., at the Law Offices of Jim Lane, Jr., represents the Debtor as counsel. The law firm of Turner & Johns, PLLC, represents the Chapter 11 Trustee as counsel. Kay Biscopink of Elliot Davis, LLP is the Trustee's accountant. NATIONAL VISION: S&P Alters Outlook to Negative & Affirms 'B' CCR ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on U.S. value optical retailer National Vision Inc. to negative from stable. At the same time, S&P affirmed its existing 'B' corporate credit rating. Concurrently, S&P revised its recovery rating on the company's upsized $650 million first-lien credit facility to '4' from '3' and affirmed the 'B' issue-level rating. S&P revised the recovery rating because it believes the recovery prospects for the lenders are weaker as a result of a $150 million incremental add-on to the existing $500 million first-lien term loan. The '4' recovery rating indicates S&P's expectation for average recovery in the higher end of the 30% to 50% range. In addition, S&P affirmed the 'CCC+' issue-level rating on National Vision's $125 million second-lien term loan. The recovery rating remains '6'. S&P is withdrawing its 'B' corporate credit rating on Nautilus Merger Sub Inc. The entity ceased to exist following the closure of the leverage-buyout transaction in 2014 and National Vision Inc. is the surviving, operating entity. "Our rating action reflects the deterioration of credit protection measures as a result of the company's incremental $150 million term loan add-on to fund a one-time special dividend to its sponsors. Pro forma for the term loan add-on, the debt to EBITDA ratio weakens to about 6.2x as of April 4, 2015 from 5.1x before the transaction," said credit analyst Mariola Borysiak. "In addition, we view the company’s financial policies as increasingly aggressive given our expectation that National Vision will deploy essentially all internally generated cash toward new store growth, while simultaneously pursuing a debt-financed dividend." The outlook is negative and reflects deterioration of credit protection measures and National Vision's increasingly aggressive financial policies. S&P could lower the ratings if cash flow generation weakens further, such that the company's free operating cash flow turns negative within a year because of slower-than-expected ramp up of recently opened stores or competitive pressures hurting its profitability. With S&P's anticipation for neutral free operating cash flows at the end of 2015, the company does not have any cushion to withstand any deterioration in profits from S&P's expected performance levels for fiscal 2015. S&P projects about 10% growth in EBITDA year over year; any shortfalls will likely lead to a negative free operating cash flows. S&P could revise the outlook to stable if it believes the company continues to demonstrate good sales and profit growth and improves debt leverage to less than 6x. In addition, an outlook revision to stable would incorporate S&P's belief that the company will sustain positive free operating cash flows. Also, S&P's comfort level with future debt financed dividends will play a role in an outlook revision. NATROL INC: Exclusive Plan Filing Date Extended to June 8 --------------------------------------------------------- Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware extended the exclusive plan period for each of Leaf123, Inc., f/k/a Natrol, Inc., and its debtor affiliates through and including June 8, 2015, and the exclusive solicitation period through and including Aug. 6, 2015. According to the Debtors' counsel, Ian J. Bambrick, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, further extending the Exclusive Periods therefore will facilitate an orderly and cost-effective plan process for the benefit of all creditors by providing the Debtors with a meaningful opportunity to build on the progress that has been made in the Chapter 11 Cases without unnecessary interference from non-debtor parties. Termination of the Exclusive Periods, on the other hand, would give rise to the threat of competing plans, resulting in increased administrative expenses that would diminish the value of the Debtors' estates to the detriment of creditors and equity holders, Mr. Bambrick asserted. About Natrol, Inc. Headquartered in Chatsworth, Calif., Natrol, Inc., sold herbs and botanicals, multivitamins, specialty and sports nutrition supplements made to support health and wellness throughout all ages and stages of life. Natrol, Inc., was a wholly owned subsidiary of Plethico Pharmaceuticals Limited (BSE: 532739. BO: PLETHICO). Natrol, Inc., and its six affiliates sought bankruptcy protection (Bankr. D. Del. Case No. 14-11446) on June 11, 2014. The case is assigned to Judge Brendan Linehan Shannon. The Debtors are represented by Robert A. Klyman, Esq., and Samuel A. Newman, Esq., at Gibson, Dunn & Crutcher LLP, in Los Angeles, California; and Michael R. Nestor, Esq., Maris J. Kandestin, Esq., and Ian J. Bambrick, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. The Debtors' Claims and Noticing Agent is Epiq Systems INC. The Debtors requested that the Court approve the employment of (i) Jeffrey C. Perea of the firm Conway MacKenzie Management Services, LLC as chief financial officer and for CMS to provide temporary employees to assist Mr. Perea in carrying out his duties; (ii) Stephen P. Milner of the firm Squar, Milner, Peterson, Miranda & Williamson LLP as chief restructuring officer and for CMS to provide temporary employees to assist Mr. Milner in carrying out his duties; (iv) BDO USA, LLP as auditor; (v) TaxGroup Partners as tax services provider. The Official Committee Of Unsecured Creditors tapped Otterbourg P.C. as lead counsel; Pepper Hamilton LLP as Delaware counsel; and CMAG as financial advisors. On Nov. 10, 2014, the Debtors held an auction for the sale of the assets, and Aurobindo Pharma USA Inc. emerged as the successful bidder. The Court approved the sale and the sale closed on Dec. 4, 2014. The Debtors changed their names to Leaf123, Inc., following the sale. * * * The Troubled Company Reporter, on Feb. 23, 2015, reported that Leaf123, Inc., f/k/a Natrol Inc., and its debtor affiliates filed a Chapter 11 plan of liquidation, pursuant to which tax refunds and credits, all shares of capital stock or other Equity Interests in Natrol UK, all Avoidance Actions not otherwise purchased by the Buyer under the Purchase Agreement, the proceeds from prepetition litigation, the proceeds from the Sale Transaction, and certain other assets are being pooled and distributed to persons or entities holding allowed claims in accordance with the priorities of the Bankruptcy Code. Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware on April 2, 2015, approved the disclosure statement explaining the First Amended Joint Liquidating Plan of Leaf123, Inc., f/k/a Natrol, Inc., and its debtor affiliates, and scheduled the confirmation hearing to be held on May 8, 2015, at 9:30 a.m. (prevailing Eastern time). Any objections to confirmation of the Plan must be submitted on or before May 1. A full-text copy of the Disclosure Statement dated April 2, 2015, is available at http://bankrupt.com/misc/NATROLds0402.pdf NEW ENGLAND COMPOUNDING: Court Confirms Reorganization Plan ----------------------------------------------------------- Scott Malone at Reuters reports that U.S. Bankruptcy Court Judge Henry Boroff approved on Tuesday the reorganization plan proposed by New England Compounding Center's Chapter 11 trustee and the official creditors' committee. As reported by the Troubled Company Reporter on March 11, 2015, Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the Plan contemplates for a trust to be created and have $160 million to $190 million for those who sustained injuries at the meningitis outbreak. The trust will be funded in part by contributions from third parties, including the Company's shareholders and affiliated parties, vendors, clinics and health-care providers, the report related. According to court documents, the Centers for Disease Control and Prevention reported that 64 people died and 751 were sickened as a result of the meningitis outbreak. Reuters quoted David Molton, Esq., the attorney for the Company's creditors committee, as saying, "Victims can never be compensated adequately for the suffering inflicted on them by NECC, but this case does demonstrate how the law, and particularly bankruptcy law, can be used to bring some justice to people seriously injured by a company's misconduct." About New England Compounding Pharmacy New England Compounding Pharmacy Inc., filed a Chapter 11 petition (Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012, after a meningitis outbreak linked to an injectable steroid, methylprednisolone acetate ("MPA"), manufactured by NECC, killed 39 people and sickened 656 in 19 states, though no illnesses have been reported in Massachusetts. The Debtor owns and operates the New England Compounding Center is located in Framingham, Mass. In October 2012, the company recalled all its products, not just those associated with the outbreak. Paul D. Moore, Esq., at Duane Morris LLP, in Boston, has been appointed as Chapter 11 Trustee of NECC. He is represented by Jeffrey D. Sternklar, Esq., at DUANE MORRIS LLP. An Official Committee of Unsecured Creditors appointed in the case has been represented by BROWN RUDNICK LLP's William R. Baldiga, Esq., Rebecca L. Fordon, Esq., Jessica L. Conte, Esq., and David J. Molton, Esq. NEW ENGLAND COMPOUNDING: Judge Approves $200-Mil. Fund for Victims ------------------------------------------------------------------ Stephanie Gleason, writing for Daily Bankruptcy Review, reported that U.S. Bankruptcy Judge Henry Boroff in Massachusetts said during a hearing on May 19 that he would confirm New England Compounding Pharmacy Inc.'s Chapter 11 plan, clearing the way for victims of tainted injections that caused a 2012 meningitis outbreak in the U.S. to begin receiving money from a $200 million trust fund created for their benefit. According to the report, the money in the trust was collected through settlements with shareholders, clinics that administered the drug and companies that did business with the pharmacy. In exchange for the monetary contribution, those parties received a release of legal liability, the report related. "I am especially pleased that those who suffered so greatly will soon receive compensation without further delay" that would have been caused by years of litigation and appeals, the report cited Paul Moore, the trustee responsible for collecting money on behalf of victims, as saying. As previously reported by The Troubled Company Reporter, the plan, which was proposed by the company's Chapter 11 trustee and the official creditors' committee, contemplates for a trust to be created and have $160 million to $190 million for those who sustained injuries at the meningitis outbreak. The trust will be funded in part by contributions from third parties, including the company's shareholders and affiliated parties, vendors, clinics and health-care providers. The Centers for Disease Control and Prevention reported that 64 people died and 751 were sickened as a result of the meningitis outbreak. About New England Compounding Pharmacy New England Compounding Pharmacy Inc., filed a Chapter 11 petition (Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012, after a meningitis outbreak linked to an injectable steroid, methylprednisolone acetate ("MPA"), manufactured by NECC, killed 39 people and sickened 656 in 19 states, though no illnesses have been reported in Massachusetts. The Debtor owns and operates the New England Compounding Center is located in Framingham, Mass. In October 2012, the company recalled all its products, not just those associated with the outbreak. Paul D. Moore, Esq., at Duane Morris LLP, in Boston, has been appointed as Chapter 11 Trustee of NECC. He is represented by Jeffrey D. Sternklar, Esq., at DUANE MORRIS LLP. An Official Committee of Unsecured Creditors appointed in the case has been represented by BROWN RUDNICK LLP's William R. Baldiga, Esq., Rebecca L. Fordon, Esq., Jessica L. Conte, Esq., and David J. Molton, Esq. NEW ENGLAND COMPOUNDING: Judge Praises Meningitis Settlement ------------------------------------------------------------ Hagens Berman Sobol Shapiro LLP and the Plaintiffs' Steering Committee (PSC), the Court-appointed committee representing tort victims in the consolidated MDL in federal court (In Re New England Compounding Pharmacy, Inc. Products Liability Litigation, 13-md-2419-RWZ (D. Mass.)), on May 20 disclosed that Judge Henry J. Boroff of the United States Bankruptcy Court for the District of Massachusetts has approved the Joint Chapter 11 Plan of New England Compounding Pharmacy Inc. (NECC). In a hearing concerning approval of the NECC bankruptcy plan on May 19, 2015 Judge Boroff praised the Chapter 11 bankruptcy plan (Plan), saying: "[T]his plan and its associated trust agreements are the best that could have been achieved for the hundreds of people for whom there could be no full compensation. And that this is, in my view, the highest and best use of the Bankruptcy Code, and evidence of the professionalism of the bar in this district and in the affected districts." The Plan includes a settlement fund estimated at more than $200 million, most of which will be used to compensate victims and families of victims who were exposed to tainted epidural steroid injections and some other contaminated products manufactured by NECC. The contaminated drugs caused more than 64 deaths according to the Centers for Disease Control and Prevention (CDC). Since the tentative settlement's first announcement last year, the settlement fund has grown as more companies involved with NECC and its operations have entered into settlement agreements. The Plan and settlement fund has now been fully approved by the bankruptcy court. The 2012 fungal meningitis outbreak was reported as the worst case of contaminated pharmaceuticals in U.S. history. As of its last update on Oct. 23, 2013, the CDC reported 751 cases of fungal meningitis and other infections in 20 states linked to contaminated batches of methylprednisolone acetate compounded and distributed by NECC. The settlement involves NECC, NECC's owners, NECC's affiliated companies, NECC's vendors, related insurers and some healthcare clinics that purchased and administered contaminated NECC products. Litigation continues in federal and state courts against other clinics not participating in the settlements incorporated into the Plan. Thomas M. Sobol, of Hagens Berman Sobol Shapiro LLP and Court-appointed Lead Counsel for the PSC, and other members of the firm's Boston office, have worked closely with the NECC Chapter 11 Trustee over more than two years to bring the Plan and settlement fund to fruition. Now that the bankruptcy Plan has been approved, the Court-appointed Tort Trustee, who will oversee the settlement funds to be distributed to victims, will soon begin the process of collecting and processing claims for compensation from victims and their families. Hagens Berman and the PSC are hopeful that the first checks to victims will go out some time this fall. About Hagens Berman Hagens Berman Sobol Shapiro LLP -- http://www.hbsslaw.com--is a national class-action law firm with offices nine cities. The firm has been named to the National Law Journal's Plaintiffs' Hot List eight times. About New England Compounding Pharmacy New England Compounding Pharmacy Inc., filed a Chapter 11 petition (Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012, after a meningitis outbreak linked to an injectable steroid, methylprednisolone acetate ("MPA"), manufactured by NECC, killed 39 people and sickened 656 in 19 states, though no illnesses have been reported in Massachusetts. The Debtor owns and operates the New England Compounding Center is located in Framingham, Mass. In October 2012, the company recalled all its products, not just those associated with the outbreak. Paul D. Moore, Esq., at Duane Morris LLP, in Boston, has been appointed as Chapter 11 Trustee of NECC. He is represented by Jeffrey D. Sternklar, Esq., at DUANE MORRIS LLP. An Official Committee of Unsecured Creditors appointed in the case has been represented by BROWN RUDNICK LLP's William R. Baldiga, Esq., Rebecca L. Fordon, Esq., Jessica L. Conte, Esq., and David J. Molton, Esq. ON ASSIGNMENT: Moody's Affirms 'Ba2' CFR, Outlook Stable -------------------------------------------------------- Moody's Investors Service affirmed On Assignment, Inc.'s Ba2 Corporate Family Rating, Ba3-PD Probability of Default Rating, and assigned Ba2 ratings to the company's proposed $975 million of senior secured credit facilities. Moody also affirmed On Assignment's SGL-2 Speculative Grade Liquidity rating. The ratings have a stable outlook. On Assignment will use the proceeds from the $875 million of Term Loan B to refinance existing debt and complete the acquisition of Creative Circle for $600 million, including up to $30 million of contingent consideration. Pro forma for the acquisition, On Assignment's total debt to LTM 1Q 2015 EBITDA (Moody's adjusted, including stock-based compensation expense and capitalized operating leases) will increase from 2.3x to 3.7x (including $30 million of earn out obligations). Although leverage is expected to remain at the higher end of the tolerance range for the Ba2 CFR over the next 12 months, Moody's affirmed On Assignment's Ba2 rating to reflect the company's commitment to reduce leverage from a combination of EBITDA growth and accelerated debt repayment, and the company's track record of deleveraging after the Apex acquisition in 2012. Moody's expects On Assignment's total debt to EBITDA (Moody's adjusted) to decline to about 3x by year-end 2016. Moody's analyst Raj Joshi noted, "Excluding acquisitions, growth rates for On Assignment's legacy Oxford and Apex segments have decelerated over the recent quarters." Moody's expects On Assignment's revenues to grow by about 6% to 7% (pro forma for the Creative Circle acquisition) over the next 12 to 24 months, with Creative Circle adding about a percentage point to the overall growth rates. The acquisition will enhance On Assignment's operating scale and broaden its services into the niche and growing creative staffing segment. The acquisition will be accretive to On Assignment's EBITDA margins and cash flow from operations as Creative Circle had approximately 10% higher adjusted EBITDA margins despite its significantly smaller scale. The Ba2 CFR is supported by On Assignment's solid prospective free cash flow relative to debt (17% to 18% in FY 2016). The company is one of the leading providers of temporary IT staffing services. The IT staffing segment benefits from secular demand driven by ongoing technology change and a supply/demand imbalance for professionals possessing particular skill sets. Because of its focus on professional staffing niches with high bill rates, On Assignment has higher EBITDA margins than certain rated peers within the staffing industry. However, like its competitors, On Assignment is vulnerable to cyclical macroeconomic changes, such as rising unemployment levels, and volatility in capital spending. The company operates in a highly competitive and fragmented temporary staffing industry. In addition, as unemployment levels continue to decline, the company's challenges include maintaining a large pool of candidates with the skills that are in demand by its customers and managing the bill/pay rate spread that drives its gross margins. The stable outlook reflects Moody's expectations for a 6% to 8% revenue growth over the next 12 to 18 months and total debt to EBITDA to progressively decline toward 3x. The SGL-2 liquidity rating reflects On Assignment's good liquidity comprising cash balances, projected free cash flow and availability of funds under the new $100 million revolving credit facility. Moody's could downgrade On Assignment's ratings if revenue growth decelerates, or if its financial policy deviates from the commitment to reduce leverage. The rating could also be downgraded if Moody's believes that On Assignment is unlikely to reduce and maintain total debt / EBITDA (Moody's adjusted) below 3.5x or free cash flow to total debt ratio declines to below 8%. Moody's could raise On Assignment's ratings if it generates strong revenues and earnings growth, and Moody's believes that total debt to EBITDA and free cash flow to total debt could be sustained below 2.5x and above 15%, respectively, including through a downturn and while maintaining capacity for acquisitions consistent with its track record. Moody's has taken the following rating actions: Assignments: Issuer: On Assignment, Inc. -- Senior Secured Bank Credit Facilities, Assigned Ba2 (LGD3) Affirmations: Issuer: On Assignment, Inc. -- Corporate Family Rating, Affirmed Ba2 -- Probability of Default Rating, Affirmed Ba3-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-2 Outlook Actions: Issuer: On Assignment, Inc. -- Outlook, Remains Stable On Assignment, Inc. is a leading professional staffing firm specializing in the technology and life sciences sectors. The company generated $1.75 billion in revenues in the twelve months ended March 31, 2015, on a continuing operations basis. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. OPTIM ENERGY: Ch. 11 Plan Goes to June 24 Confirmation Hearing -------------------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware on May 19, 2015, approved the disclosure statement explaining Optim Energy, LLC, et al.'s joint Chapter 11 plan of reorganization and scheduled the confirmation hearing for June 24, 2015, at 10:00 a.m. (prevailing Eastern time). The Plan Confirmation Schedule is approved as follows: Plan Supplement June 10, 2015 Voting Deadline June 17, 2015 Plan Objection Deadline June 17, 2015 Deadline to File Confirmation Brief June 22, 2015 Deadline to File Voting Report June 22, 2015 The Debtors filed a Third Amended Plan to address the comments raised by the Court at the initial disclosure statement held on April 22, 2015. Walnut Creek Mining Company complained that the Debtors filed an amended version of the plan that strips out six of the eight Debtor entities and seeks to move forward with the two entities that own the gas plant assets. The Debtors, accordingly to Walnut Creek, have improperly manufactured impaired classes and in the case of Cedar Bayou, a single creditor with a claim of $194 (with impairment of less than $10) will vote on the plan. Reorganizing Debtors Optim Energy Altura Cogen, LLC, and Optim Energy Cedar Bayou 4, LLC, and Cascade Investment, L.L.C., and ECJV Holdings, LLC, separately responded to Walnut Creek's objection and maintained that the Disclosure Statement should be approved as filed. Under the Third Amended Plan, holders of Allowed General Unsecured Claims are now being offered Cash equal to 75% of their Allowed Claims if the Class of Claims accepts the applicable Subplan, and an additional 20% in Cash for any holders that do not opt out of the release contained in Section 10.03 of the Third Amended Plan. The potential for 25% impairment cannot be characterized as artificial. There are approximately 60 to 70 holders of General Unsecured Claims against Altura Cogen (totaling approximately $800,000 to $900,000) and two holders of General Unsecured Claims against Cedar Bayou (totaling approximately $400,000 to $500,000). Each Estate has non-insider creditor classes. A full-text copy of the Third Amended Plan dated May 19, 2015, is available at http://bankrupt.com/misc/OPTIMds0519.pdf 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. The U.S. Trustee for Region 3 was unable to appoint an official committee of unsecured creditors in the Debtors' cases. OXYSURE SYSTEMS: Reports $1.34 Million Net Loss in First Quarter ---------------------------------------------------------------- Oxysure Systems, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.34 million on $625,000 of net revenues for the three months ended March 31, 2015, compared to a net loss of $376,000 on $356,000 of net revenues for the same period in 2014. As of March 31, 2015, the Company had $2.18 million in total assets, $1.63 million in total liabilities, and $557,000 in total stockholders' equity. The Company had a cash balance of approximately $98,400 as of March 31, 2015, as compared to $647,000 as of Dec. 31, 2014. The Company's funds are kept in financial institutions located in the United States of America. The Company had a working capital deficit of $187,000 as of March 31, 2015, as compared to a working capital of $419,000 as of Dec. 31, 2014. A full-text copy of the Form 10-Q is available for free at: http://is.gd/ToGPj0 About OxySure Systems Frisco, Tex.-based OxySure Systems, Inc. (OTC QB: OXYS) is a medical technology company that focuses on the design, manufacture and distribution of specialty respiratory and emergency medical solutions. The company pioneered a safe and easy to use solution to produce medically pure (USP) oxygen from inert powders. The Company owns nine issued patents and patents pending on this technology which makes the provision of emergency oxygen safer, more accessible and easier to use than traditional oxygen provision systems. Oxysure Systems reported a net loss of $2.75 million in 2014 following a net loss of $712,000 in 2013. Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company had accumulated losses of $18.0 million as of Dec. 31, 2014 which raises substantial doubt about its ability to continue as a going concern. PAR PHARMACEUTICAL: S&P Puts 'B' CCR on CreditWatch Positive ------------------------------------------------------------ Standard & Poor's Ratings Services placed its ratings on Woodcliff Lake, N.J.-based Par Pharmaceutical Cos. Inc., including the 'B' corporate credit rating, on CreditWatch with positive implications. "The CreditWatch placement follows Endo International PLC's [B+/Stable/--] announcement that it will acquire Par for $8 billion in cash and equity," said Standard & Poor's credit analyst Michael Berrian. S&P affirmed its 'B+' corporate credit rating on Endo following the announcement. S&P will resolve the CreditWatch placement when the acquisition of Par closes. At that time, S&P would likely raise the rating on Par to be equal with that of Endo and subsequently withdraw the corporate credit rating on Par. S&P will evaluate issue-level ratings once final details become available. PARK-OHIO INDUSTRIES: Moody's Raises CFR to 'B1', Outlook Stable ---------------------------------------------------------------- Moody's Investors Service upgraded Park-Ohio Industries Incorporated's Corporate Family Rating to B1 from B2 and its Probability of Default Rating to B1-PD from B2-PD. At the same time, Moody's affirmed the $250 million senior unsecured notes at B3. The Speculative Grade Liquidity Rating was affirmed at SGL-2. The outlook is stable. Ratings upgraded: -- Corporate Family Rating to B1 from B2 -- Probability of Default Rating to B1-PD from B2-PD Ratings affirmed: -- $250 million senior unsecured notes at B3(LGD5) -- Speculative Grade Liquidity Rating at SGL-2 Outlook actions: Changed to stable from positive The ratings upgrade reflects the company's growing size and scale through organic growth and acquisitions with revenues to exceed $1.5 billion in 2015 while improving its credit profile. Park-Ohio benefitted from strong end market demand, particularly the North American automotive sector over the last year and Moody's expects these trends to continue throughout 2015 in most of these markets. Credit metrics should continue to improve in 2015 as the company works to integrate recent acquisitions and improves operating performance of its core businesses. In pursuit of meeting its publicly stated growth plan of achieving $2 billion in sales by the end of 2017, Moody's believes the company will maintain debt to EBITDA on average below 4 times. The B3 rating on the senior unsecured notes was affirmed given its subordination to the $275 million secured revolver and $35 million secured term loan ahead in the capital structure. The B1 Corporate Family Rating ("CFR") is constrained by moderate size, cyclical end market demand. The company has moderate concentration of roughly 40% in the automotive sector. The rating benefits from a broad product portfolio, relatively diversified customer base, a history of successful integration of business acquisitions, and countercyclical cash flows that support liquidity during an economic downturn. Moody's expects strong growth in 2015 driven primarily by continued strength in the auto sector. Acquisitions may subside in the near term but will continue to be a piece of its strategy to achieve $2 billion of revenue by the end of 2017. In 2015, Park-Ohio faces headwinds from foreign exchange and some oil & gas exposures but strong growth and improving operating performance should offset these resulting in credit metric improvements. The SGL-2 Speculative Grade Liquidity Rating is supported by cash balances of close to $40 million and expected cash flows from operation approaching $70 million over the next 12-15 months. Capital expenditures are expected to be high in 2015 and Moody's believes the pace of acquisitions may slow as the company integrates its recent businesses, although they cannot be ruled out. The company has approximately $83.2 million of availability under its $275 million revolver as of March 31, 2015. The revolver has a minimum debt service coverage ratio of 1 times which Moody's expects the company to be well in compliance. The stable outlook reflects Moody's expectation of continued strength in the North American automotive sector as well as strength in other key end markets that will result in improving credit metrics. The ratings are unlikely to be upgraded without a sizable increase in scale alongside improved operating margins. Additionally, debt to EBITDA sustained below 3 times could result in an upgrade. The ratings could be downgraded if debt to EBITDA were sustained above 4 times or if margins materially contracted or if liquidity deteriorated substantially. The principal methodology used in these ratings was Global Automotive Supplier Industry published in May 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Cleveland, Ohio, Park-Ohio Industries Incorporated is an industrial supply chain logistics and diversified manufacturing company with three primary business segments: Supply Technologies; Assembly Components; and Engineered Products. Revenues for the twelve months ended March 31, 2015 were approximately $1.4 billion. PATRIOT COAL: Will Close Camp Thomas in West Virginia ----------------------------------------------------- Hillary Hall at Wowktv.com reports that Patriot Coal will close Camp Thomas E. Lightfoot in Summers County, West Virginia, to the public. Wowktv.com relates that Patriot Coal's subsidiary, Eastern Associated Coal Company hosted the summer camp for miners children until 1984, and when that tradition came to an end, the campground was used for reunions and a special academic retreat for middle school students at Van Jr. Sr. High. Patriot Coal has not disclosed plans for the property, 13 News says. About Patriot Coal Patriot Coal Corporation is a producer and marketer of coal in the United States. Patriot and its subsidiaries control 1.4 billion tons of proven and probable coal reserves -- including owned and leased assets in the Central Appalachia basin (in West Virginia and Ohio) and Southern Illinois basin (in Kentucky and Illinois) -- and their operations consist of eight active mining complexes in West Virginia. Patriot Coal first sought Chapter 11 protection on July 9, 2012, and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan from the U.S. Bankruptcy Court for the Eastern District of Missouri. The plan turned over most of the ownership of the company to bondholders that include New York hedge fund Knighthead Capital Management LLC. The linchpins of the plan were a global settlement among the Debtors, the United Mine Workers of America, and two third parties -- Peabody Energy Corporation and Arch Coal, Inc. -- and a commitment by a consortium of creditors, led by Knighthead, to backstop two rights offerings that funded the plan. Patriot Coal Corporation and its subsidiaries commenced new Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond, Virginia, on May 12, 2015. The cases are assigned to Judge Keith L. Phillips. The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock L.L.P., as co-counsel; Centerview Partners LLC as investment bankers; Alvarez & Marsal North America, LLC, as restructuring advisors; and Prime Clerk LLC, as claims and administrative agent. Patriot Coal estimated more than $1 billion in assets and debt. PITTSTON ASSOCIATES: Case Summary & 17 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Pittston Associates, L.P. 300 Market St. Johnstown, PA 15901 Case No.: 15-70370 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: May 20, 2015 Court: United States Bankruptcy Court Western District of Pennsylvania (Johnstown) Debtor's Counsel: Kathryn L. Harrison, Esq. CAMPBELL & LEVINE, LLC 310 Grant Street, Suite 1700 Pittsburgh, PA 15219 Tel: 412-261-0310 Fax: 412-261-5066 Email: klh@camlev.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Stephen Zamias, managing member, Pittston Partners, LLC. A list of the Debtor's 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/pawb15-70370.pdf PLUSFUNDS GROUP: Sphinx Trustee Fails in Bid to Reopen Case ----------------------------------------------------------- In the case captioned In re PLUSFUNDS GROUP, INC. a Delaware Corporation, Chapter 11, Debtor, CASE NO. 06-10402 (JLG) (Bankr. S.D.N.Y.)., Bankruptcy Judge James L. Garrity, Jr. denied the Sphinx Trustee's motion to reopen the chapter 11 case following remand from the United States Court of Appeals for the Second Circuit. Harbour Trust Co. Ltd., as trustee of the SPhinX Trust established pursuant to the terms of the confirmed Fifth Amended Plan of Liquidation of PlusFunds Group, Inc., sought for a second time to reopen the chapter 11 case of PlusFunds Group, Inc. Although Judge Garrity found that no prejudice would result from reopening the case, he nonetheless found that the trustee has failed to meet its burden under Section 350 of the Bankruptcy Code, 11 U.S.C. Sections 101, et seq., as amended, to show cause to reopen the case. PlusFunds Group, Inc. filed its chapter 11 case on March 6, 2006. The Plan provided for the creation of two trusts: the SPhinX Trust, the primary purpose of which was to liquidate certain causes of action for the exclusive benefit of the joint official liquidators of the SPhinX Funds; and a "General Trust," vested primarily with cash for the benefit of the debtor's other unsecured creditors. On December 3, 2010, the trustee of the General Trust moved to close the debtor's chapter 11 case, stating that it "has determined that the debtor's estate has been fully administered" and that "the SphinX Trust does not anticipate any need for the debtor's Chapter 11 case to remain open. The bankruptcy court entered an order closing the case on December 22, 2010. A copy of the April 21, 2015 memorandum decision is available at http://is.gd/DireVLfrom Leagle.com. Attorneys for SPhinX Trustee, Attorneys for Official Liquidator of the SPhinX Funds: David J. Molton, Esq. Andrew Dash, Esq. Daniel Saval, Esq. BROWN RUDNICK LLP Seven Times Square New York, NY 10036 E-mail: dmolton@brownrudnick.com dsaval@brownrudnick.com Attorneys for Official Liquidator of the SPhinX Funds: Brian Rice, Esq. Leo R. Beus, Esq. BEUS GILBERT PLLC 701 North 44th Street Phoenix, AZ 85008 Attorneys for SPhinX Trustee, Attorneys for Official Liquidator of the SPhinX Funds: Timothy J. Paris, Esq. BROWN RUDNICK LLP One Financial Center 18th Floor, Boston, MA 02111 Attorneys for Defendants: Gregg M. Galardi, Esq. Daniel G. Egan, Esq. DLA PIPER, LLP 1251 Avenue of the Americas New York, NY 10020 E-mail: gregg.galardi@dlapiper.com daniel.egan@dlapiper.com - and - Andrew O. Bunn, Esq. DLA PIPER, LLP 51 John F. Kennedy Parkway, Suite 120 Short Hills, NJ 07078 E-mail: andrew.bunn@dlapiper.com About PlusFunds Group, Inc. Headquartered in New York, New York, PlusFunds Group, Inc. -- http://www.plusfunds.com/-- provided hedge funds and other financial services for individual and corporate investors. The Debtor filed for chapter 11 protection on March 6, 2006 (Bankr. S.D.N.Y. Case No. 06-10402). James David Leamon, Esq., and Steven J. Reisman, Esq., at Curtis, Mallet-Prevost, Colt & Mosle represented the Debtor. When the Debtor filed for protection from its creditors, it estimated assets and debt between $1 million and $10 million. PORT AGGREGATES: Hearing on Bid for Case Dismissal Continued ------------------------------------------------------------ The Bankruptcy Court, according to a minute entry dated May 12, 2015, continued the hearing on the motion to dismiss the Chapter 11 case of Port Aggregates, Inc., to a date to be determined. Several disgruntled shareholders have sought the dismissal of the case, contending that the case was not filed in good faith. As reported in the Troubled Company Reporter on Jan. 9, 2015, the disgruntled shareholders claim that the Chapter 11 is an effort by the majority shareholders, officers, and directors to circumvent state law and state court proceedings to gain an unfair advantage. This case is designed to protect the officers and directors of the Debtor from being held accountable for their actions, the shareholders assert. The Disgruntled Shareholders note that a motion for the appointment of an examiner is an attempt to thwart the clearly needed derivative action. The hope is that an examiner will find some basis upon which the officers and directors of the Debtor can rely in arguing against the continuation of a state court action. They state that the Debtor will be the beneficiary of the successful prosecution of the State Court Action, not anyone else except such benefit that might inure by virtue of being a shareholder of the Debtor. The Debtor stands to lose nothing through the successful prosecution of the State Court Action, they add. The Disgruntled Shareholders are James P. Guinn and Timothy J. Guinn and William R. Guinn, Ellen Guinn Martel, Philip L. Guinn, and Nathaniel Stuart Guinn, Individually, and as Trustee for the Caroline T. Guinn Trust, the James Paul Guinn, Jr. Trust, the Joel M. Guinn Trust, the Laura Katherine Guinn Trust, the Christian J. Guinn Trust and the Anna C. Guinn Trust. About Port Aggregates Port Aggregates, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No. 14-51580) in Lafayette, Louisiana, on Dec. 19, 2014, without stating a reason. The Debtor disclosed $34,145,728 in assets and $15,720,035 in liabilities as of the Chapter 11 filing. The case is assigned to Judge Robert Summerhays. The Debtor has tapped Louis M. Phillips, Esq., at Gordon, Arata, McCollam, Duplantis & Eagan LLC, as counsel. The petition was signed by Andrew L. Guinn, Sr., president. The Debtor recently submitted amended schedules. Copies are available for free at: http://bankrupt.com/misc/PortAggregates_148_amendedSAL_D.pdf http://bankrupt.com/misc/PortAggregates_147_amendedSAL_A.pdf Douglas S. Draper was appointed as examiner for the Debtor's case. PRIME SIX: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Prime Six Inc. dba WOODLAND dba Foxglove 1723 E 12th Street, 4th Floor Brooklyn, NY 11229 Case No.: 15-42334 Chapter 11 Petition Date: May 20, 2015 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Carla E. Craig Debtor's Counsel: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 3099 Coney Island Avenue, 3rd Floor Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-3156 Email: alla@kachanlaw.com Total Assets: $58,717 Total Liabilities: $1.61 million The petition was signed by Akiva Ofshtein, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb15-42334.pdf PROJECT BARBOUR: S&P Keeps 'B' Rating on $1.15BB Loan Over Add-On ----------------------------------------------------------------- Standard & Poor's Ratings Services said its 'B' issue-level rating, with a recovery rating of '3', on Sunnyvale, Calif.-based Project Barbour Holdings Corp.'s $1.15 billion term loan due 2022 remains unchanged on the company's $100 million add-on to the debt. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%; lower half of the range) recovery in the event of a payment default. Project Barbour Holdings Corp. is the holding company for Blue Coat Systems Inc., a U.S. provider of network security products. The term loan is part of the financing for Bain Capital's acquisition of Project Barbour Holdings Corp. S&P expects the company to grow revenue and EBITDA strongly in fiscal 2016 and delever using free operating cash flow. S&P's corporate credit rating on Project Barbour Holdings Inc. remains 'B' with a negative outlook. The negative outlook reflects the substantial increase in funded debt and interest expense under the new capital structure and high ongoing leverage. S&P's corporate credit rating reflects the company's "weak" business risk profile and "highly leveraged" financial risk profile. RATINGS LIST Project Barbour Holdings Corp. Corporate Credit Rating B/Negative/-- $1.15 billion term loan due 2022 Senior Secured B Recovery Rating 3L PRONERVE HOLDINGS: Carl Marks Okayed as Panel's Financial Advisors ------------------------------------------------------------------ The Official Committee of Unsecured Creditors in the Chapter 11 cases of ProNerve Holdings LLC., et al., won approval from the Bankruptcy Court to retain Carl Marks Advisory Group LLC as financial advisors. Carl Marks is expected to: (a) identify strategic and financial buyers that should be contacted in conjunction with the Debtors asset sale; (b) diligence the mix of government receivables of the Debtors; (c) assist as required in Committee diligence as to the financial condition of the Debtors; (d) provide assistance with the review of the General Electric Capital Corporation credit line as appropriate; (e) attend and advise at meetings with the Committee, its counsel, other financial advisors and representatives of the Debtors; (f) monitor the ongoing sale process of the Debtors, keeping the Committee informed and represent the Committee's interest with the intention to maximize recovery for the unsecured creditors; and (g) perform other tasks and duties related to this engagement as are directed by the Committee and reasonably acceptable to Carl Marks. Carl Marks will seek compensation in the form of a monthly fee (a "Monthly Advisory Fee") at the rate of $55,000 for the first monthly period and $30,000 for each subsequent monthly period thereafter in which financial advisory services are provided. Carl Marks will also be due due a success fee, in the amount of $125,000 (the "Success Fee"), which shall be earned in full and due in the event that any party identified by Carl Marks, who was not previously identified by the Debtors, submits a qualifying overbid in conformity with the court approved bid procedures in conjunction with the sale of the assets of the Debtors pursuant to section 363 of the Bankruptcy Code. Carl Marks will also be reimbursed for reasonable out-of-pocket expenses incurred. Christopher K. Wu, partner of Carl Marks, 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. On April 29, 2015, the Committee, in response to the Debtors' objection to applications to retain Carl Marks and Blank Rome LLP, said that the Debtors' misrepresentation of the actual agreement with the Committee well as CMAG's request for a modification of timekeeping requirements must not serve as a basis for the Court to impose disproportionate hardship on the Committee's professionals. The Committee also argued that the Debtors' objection must be overruled because: 1) the Committee's only agreement was to cap payment of its attorneys' fees -- not compensation and reimbursement for its financial advisors, which matter was never before the Court; 2) the Court must not prejudge the necessity of future services CMAG may render to the Committee; 3) CMAG's independent evaluation of the Debtors' marketing and sale process, financial analysis of the government receivables issues, and assistance in preparing Committee counsel for the contested sale hearing, among other things, was invaluable to the Committee's acquittal of its fiduciary duties; and 4) CMAG's request for modification of timekeeping requirements is consented to by the Office of the U.S. Trustee with the understanding that CMAG will record its time in half-hour increments. In a supplemental declaration, Christopher K. Wu, a partner at Carl Marks, said that these individuals who are employees of the Wilmington Office of the Office of the U.S. Trustee, Region 3, were not included on the original list of search parties provided by the Debtors: -- Linda Casey; -- Hannah M. McCollum; -- Edith A Serrano; and -- Karen Star CMAG has examined their database and has concluded that CMAG does not have any connections therewith. The Debtors, in their objection, stated that it is difficult to understand what, if any, contribution CMAG has brought to the cases relative to the sale process or any other aspect of these cases. Additionally, the Debtors objected to the Committee's request to waive any timekeeping requirements for CMAG. About ProNerve Holdings Founded in 2008, ProNerve is headquartered in a suburb of Denver, Colorado. ProNerve and certain affiliated practice entities provide intraoperative neurophysiologic monitoring ("IOM") services to health systems, acute care hospitals, specialty hospitals, ambulatory surgical centers, surgeons, and physician groups in more than 25 states. ProNerve Holdings, LLC and its affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 15-10373) on Feb. 24, 2015, with a deal to sell assets to SpecialtyCare IOM Services, LLC for a credit bid of $35 million. The cases are assigned to Judge Kevin J. Carey. The Debtor tapped Pepper Hamilton LLP as counsel, and The Garden City Group, Inc., as claims and noticing agent. PRONERVE HOLDINGS: General Claims Bar Date Fixed at May 29 ---------------------------------------------------------- The Bankruptcy Court established May 29, 2015, at 4:00 p.m., as the deadline for any individual or entity to file proofs of claim against ProNerve Holdings, LLC, et al. The Court also set Aug. 24, at 4:00 p.m., as the deadline for governmental units to file proofs of claim. Proofs of claim must be submitted: by first class mail: PNR Case Administration c/o GCG P.O. Box 10157 Dublin, OH 43017-3157 by hand delivery or overnight mail: PNR Case Administration c/o GCG 5151 Blazer parkway, Suite A Dublin, OH 43017 About ProNerve Holdings Founded in 2008, ProNerve is headquartered in a suburb of Denver, Colorado. ProNerve and certain affiliated practice entities provide intraoperative neurophysiologic monitoring ("IOM") services to health systems, acute care hospitals, specialty hospitals, ambulatory surgical centers, surgeons, and physician groups in more than 25 states. ProNerve Holdings, LLC and its affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 15-10373) on Feb. 24, 2015, with a deal to sell assets to SpecialtyCare IOM Services, LLC for a credit bid of $35 million. The cases are assigned to Judge Kevin J. Carey. The Debtor tapped Pepper Hamilton LLP as counsel, and The Garden City Group, Inc., as claims and noticing agent. PROSPECT PARK: Exclusive Solicitation Period Extended to July 6 --------------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware extended Prospect Park Networks, LLC's exclusive plan solicitation period through and including July 6, 2015. The enlargement of the exclusivity period is inapplicable solely as to the Official Committee of Unsecured Creditors. According to William E. Chipman, Jr., Esq., at Chipman Brown Cicero & Cole LLP, in Wilmington, Delaware, since the filing of the Fifth Exclusivity Motion, the Debtor and the Committee have made progress toward finalizing the terms of a financing arrangement which would enable the Debtor to successfully fund a plan of liquidation. Mr. Chipman told the Court that the Debtor and the Committee have further engaged in extensive efforts to negotiate disputed claims and indeed have objected to certain claims. These efforts, Mr. Chipman said, have been productive, but are ongoing. Meanwhile, Jones Day has expressed its intention to terminate its involvement with the Debtor if Jones Day does not receive the Cost Reserve by May 15, 2015. The Debtor and the Committee will continue their efforts to finalize the remaining details of a liquidating plan given these recent developments, Mr. Chipman added. 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. PROTECTION ONE: S&P Puts 'B' CCR on CreditWatch Negative -------------------------------------------------------- Standard & Poor's Ratings Services said it placed its 'B' corporate credit rating on Lawrence, Kan.-based Protection One Inc. (Protection 1) on CreditWatch with negative implications. S&P also affirmed the 'B+' issue-level rating, with a recovery rating of '2', on the company's $55 million revolving facility due 2017 and $687 million first-lien term loan due 2019. S&P expects that these facilities will be refinanced as part of this transaction. "The CreditWatch placement follows the announcement that Apollo Capital Management has agreed to acquire Protection 1 from GTCR LLC," said Standard & Poor's credit analyst Kenneth Fleming. As part of the transaction, Protection 1 will combine with Maryland-based ASG Security. The combined companies will operate under the Protection 1 brand. S&P believes this transaction could result in Protection 1's leverage increasing from current levels, which could result in a downgrade. The corporate credit rating on Protection 1 reflects the company's adjusted leverage of around 8x, its financial sponsor ownership, Protection 1's position in the middle tier of U.S. alarm monitors (substantially behind market leader ADT Corp.), and the highly competitive nature of the U.S. alarm monitoring industry. Partly offsetting these risks is the fact that Protection 1 is substantially larger than all but a handful of other competitors and that industry participants benefit from a high degree of recurring revenue. S&P expects to resolve the negative CreditWatch within the next three months with either a rating downgrade or affirmation when more information regarding the new capital structure becomes available. S&P could lower the rating if the transaction results in substantially more funded debt. If the transaction does not result in substantially more funded debt, S&P will review its expectations for operating performance and Protection One Inc.'s financial policy before resolving the CreditWatch listing. PUTNAM ENERGY: Has Until May 31 to Use Bridgeview Cash Collateral ----------------------------------------------------------------- The U.S. Bankruptcy Court authorized, on a second interim basis, Putnam Energy L.L.C., to use cash collateral until May 31, 2015. Bridgeview Bank Group has a judgment against the debtor in the sum of $1,763,622 as of April 16, 2014 which accrues interest at the statutory rate of 9% per annum plus attorneys' fees and costs. As adequate protection from any diminution in value of the lender's collateral, the Debtor will grant the lender replacement liens in all currently owned or hereafter acquired property and assets of the Debtor, a superpriority administrative claim status, and proofs of insurance on the property naming Bridgeview as loss payee. A final hearing on th matter will be held on June 1, at 9:30 a.m. As reported in the Troubled Company Reporter on May 13, 2015, Bridgeview Bank has consented to the Debtor's interim use of cash collateral to continue the operation of its business. A copy of the budget is available for free at: http://bankrupt.com/misc/PUTNAMENERGY_77_CC-P-2ndord.pdf About Putnam Energy Putnam Energy, L.L.C., a company with power plant and pipeline assets, sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 15-08733) on March 11, 2015, in Chicago, Illinois, after it failed to reach a forbearance agreement with its lender. The Debtor disclosed $10,394,596 in assets and $2,283,218 in liabilities as of the Chapter 11 filing. The case is assigned to Judge Carol A. Doyle. Terrence O'Malley, manager and CEO, signed the petition. The Debtor is represented by Douglas S. Draper, Esq., at Heller, Draper, Patrick, Horn & Dabney, LLC, in New Orleans, as counsel, and David E. Cohen as local counsel. QUICKSILVER RESOURCES: Court Approves KPMG LLP as Tax Consultant ---------------------------------------------------------------- Quicksilver Resources Inc., at al., received approval from the bankruptcy court to employ KPMG LLP as tax consultant, nunc pro tunc to the Petition Date. KPMG is expected to, among other things: a) analyze any Section 382 issues including: roll-forward of historical Section 382 matters and Section 382 issues arising in connection with restructuring; analysis of net unrealized built-in gain/net unrealized built-in loss (NUBIG/NUBIL) including under Notice 2003-65; analysis under sections 382(l)(5) and (l)(6); analysis of section 382 state tax jurisdictions; b) analysis of Debtors' tax attributes including net operating losses, credits, and tax basis in the stock of its subsidiaries; and c) analyze the tax implications of various reorganization structures. In addition, KPMG will provide other consulting, advice, research, planning, and analysis regarding tax consulting services as may be necessary, desirable or requested from time to time. The Debtors have agreed to compensate KPMG for professional services rendered at its normal and customary hourly rates, subject to a reduction of approximately 27% - 44% from KPMG's normal and customary rates, depending on the types of services to be rendered. The discounted hourly rates of the personnel are: Discounted Hourly Rate ---------------------- Partners/Managing Directors/Directors $660 Senior Managers $600 Managers $500 Senior Associates $400 Associates $240 During the 90-day period prior to the Petition Date, KPMG received approximately $524,582 from the Debtors for professional services performed and expenses incurred. KPMG incurred $31,216 prior to the Petition Date that remains unpaid. The Debtors intend that KPMG's services will complement, and not duplicate, the services to be rendered by any other professional retained by the Debtors in the Chapter 11 cases. To the best of the Debtors' knowledge, KPMG is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. * * * The Debtors submitted a revised proposed order resolve the informal comments of the Office of the U.S. Trustee and the Official Committee of Unsecured Creditors. The Debtors received no other objections or responses to the application. A copy of the revised order is available for free at: http://bankrupt.com/misc/Quicksilver_313_245_cert_KPMG.pdf 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. On March 17, 2015, Quicksilver Resources Inc. and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in Delaware. The Debtors sought 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. The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion in total assets, $2.35 billion in total liabilities and total stockholders' deficit of $1.14 billion. The U.S. Trustee for Region 3 appointed five creditors of Quicksilver to serve on the official committee of unsecured creditors. QUICKSILVER RESOURCES: Creditors' Panel Taps Paul Weiss as Counsel ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of Quicksilver Resources Inc. and its debtor-affiliates asks for authorization from the Hon. Laurie Silverstein of the U.S. Bankruptcy Court for the District of Delaware to retain Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel to the Committee, nunc pro tunc to March 25, 2015. The Committee requires Paul Weiss to: (a) advise the Committee with respect to its rights, powers, and duties in these cases; (b) assist and advise the Committee in its consultations with the Debtors regarding the administration of these cases; (c) assist the Committee in analyzing the claims of the Debtors' secured and unsecured creditors and in negotiating with such creditors; (d) assist with the Committee's investigation of the acts, conducts, assets, liabilities, intercompany relationships and claims and financial condition of the Debtors, the existence of estate causes of action and the operation of the Debtors' businesses; (e) assist the Committee in protecting, preserving and maximizing the value of the Debtors' estates; (f) assist the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, any sales of the Debtors' assets and the terms of Chapter 11 plans for the Debtors; (g) assist and advise the Committee with respect to its communications with the general creditor body regarding significant matters in these cases; (h) represent the Committee at all hearings and other proceedings; (i) review and analyze applications, orders, statements of operations, and schedules filed with the Court and advise the Committee with respect thereto; (j) prepare pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; and (k) perform other legal services as may be required and are in the interests of the Committee in accordance with the Committee's rights, powers, and duties as set forth in the Bankruptcy Code. Paul Weiss will be paid at these hourly rates: Andrew Rosenberg, Partner $1,275 Elizabeth McColm, Partner $1,080 Margaret Phillips, Associate $855 Adam Denhoff, Associate $760 Rachel Brennan, Associate $660 Michael Katz, Asociate $590 Partners $940-$1,275 Counsel $900-$925 Associates $510-$855 Paraprofessionals $90-$295 Paul Weiss will also be reimbursed for reasonable out-of-pocket expenses incurred. Andrew N. Rosenberg, member of Paul Weiss, 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. Paul Weiss intends to make a reasonable effort to comply with the U.S. Trustee's requests for information and additional disclosures as set forth in 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 as of Nov. 1, 2013 (the "Revised UST Guidelines"). Paul Weiss declared that the firm did not represent the Committee in the 12 months prepetition. Paul Weiss has in the past represented, currently represents, and may represent in the future certain Committee members and their affiliates in their capacities as members of official committees in other Chapter 11 cases. Paul Weiss also stated that the Committee and the firm expect to develop a prospective budget and staffing plan to comply with the U.S. Trustee's requests for information and additional disclosures, recognizing that in the course of these large chapter 11 cases, there may be unforeseeable fees and expenses that will need to be addressed by the Committee and Paul Weiss. Paul Weiss can be reached at: Andrew N. Rosenberg, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019 Tel: (212) 373-3000 Fax: (212) 757-3990 E-mail: arosenberg@paulweiss.com 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. On March 17, 2015, Quicksilver Resources Inc. and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in Delaware. The Debtors sought 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. The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion in total assets, $2.35 billion in total liabilities and total stockholders' deficit of $1.14 billion. The U.S. Trustee for Region 3 appointed five creditors of Quicksilver Resources Inc. to serve on the official committee of unsecured creditors. QUICKSILVER RESOURCES: Panel Hires Landis Rath as Delaware Counsel ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of Quicksilver Resources Inc. and its debtor-affiliates asks for authorization from the Hon. Laurie Silverstein of the U.S. Bankruptcy Court for the District of Delaware to retain Landis Rath & Cobb LLP as Delaware counsel to the Committee, nunc pro tunc to the March 30, 2015 retention date. The Committee requires Landis Rath to: (a) render legal advice with respect to the powers and duties of the Committee and the other participants in the Debtors' Chapter 11 cases; (b) assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses and any other matter relevant to the Debtors' Chapter 11 cases, as and to the extent such matters may affect the Debtors' creditors; (c) participate in negotiations with parties-in-interest with respect to any disposition of the Debtors' assets, any plan of reorganization and disclosure statement in connection with such plan, and otherwise protect and promote the interests of the Debtors' creditors; (d) assist with the preparation of applications, motions, answers, orders, reports, and papers on behalf of the Committee, and appear on behalf of the Committee at Court hearings as necessary and appropriate in connection with the Debtors' Chapter 11 cases; (e) render legal advice and perform legal services in connection with the foregoing; and (f) perform other legal services in connection with the Debtors' Chapter 11 cases as may be requested by the Committee. Landis Rath will be paid at these hourly rates: Richard S. Cobb, partner $675 Matthew B. McGuire, partner $530 Joseph D. Wright, associate $330 Travis J. Ferguson, associate $295 Landis Rath will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard S. Cobb, partner of Landis Rath, 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. Landis Rath can be reached at: Richard S. Cobb, Esq. LANDIS RATH & COBB LLP 919 Market Street, Suite 1800 Wilmington, DE 19801 Tel: (302) 467-4400 Fax: (302) 467-4450 E-mail: cobb@lrclaw.com 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. On March 17, 2015, Quicksilver Resources Inc. and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in Delaware. The Debtors sought 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. The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion in total assets, $2.35 billion in total liabilities and total stockholders' deficit of $1.14 billion. The U.S. Trustee for Region 3 appointed five creditors of Quicksilver Resources Inc. to serve on the official committee of unsecured creditors. RADIOSHACK CORP: Gets Approval to Assign 72 Store Leases to Spring ------------------------------------------------------------------ RadioShack Corp. received approval from U.S. Bankruptcy Judge Brendan Shannon to assign leases on 72 stores to Spring Communications Holding Inc. The approval came barely two months after the bankruptcy judge on Feb. 27 approved the sale of designation right for each of the leases to Spring Communications. Spring Communications had agreed to pay $15,000 for each RadioShack store lease, according to court filings. In separate rulings, Judge Shannon approved the assignment of six leases on RadioShack stores, five of which will be assigned to video game retailer GameStop, owner of Spring Communications. The five leases are for Store Nos. 2413, 9168.2847, 4542 and 4744. Meanwhile, one store lease will be assigned to Simply Mac Inc. The lease is for Store No. 8598, a RadioShack store located along North Waco Avenue, in Wichita, Kansas. 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. Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP represent the Official Committee of Unsecured Creditors as co-counsel. Houlihan Lokey Capital, Inc., serves as financial advisor and investment banker. RADIOSHACK CORP: May 27 Hearing on Sale of Leases to Spring ----------------------------------------------------------- U.S. Bankruptcy Judge Brendan Shannon is set to hold a hearing on May 27 to consider the sale of leases on some of RadioShack Corp.'s stores to Spring Communications Holding Inc. and GameStop Inc. The electronics retailer selected Spring Communications as the winning bidder for leases on 11 of its stores. A list of these RadioShack stores is available for free at http://is.gd/6jSjyO Spring Communications is owned by video game retailer GameStop, which also submitted a bid for two RadioShack store leases. The two stores were identified in court papers as Store Nos. 3621 and 8512. RadioShack also selected as the winning bid another offer from Spring Communications to acquire leases on 11 other stores. The stores are listed at http://is.gd/iaW7xY The winning bid is subject to the contingency that Spring Communications obtain agreement from affected landlords for an extension of the expiration date, and reduction of the cure amounts for each lease, according to court filings. 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. Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP represent the Official Committee of Unsecured Creditors as co-counsel. Houlihan Lokey Capital, Inc., serves as financial advisor and investment banker. RADIOSHACK CORP: Sportive Wins Auction for Miami Beach Store Lease ------------------------------------------------------------------ RadioShack Corp. has selected Sportive Inc.'s offer to acquire the lease on its Miami Beach store as the winning bid at a recently concluded auction. The Florida-based company offered $375,000 for the lease on RadioShack's store located along Washington Avenue, in Miami Beach, Florida. The store was identified as Store No. 9723 in court papers. Sportive beat out rival bidder 420 Lincoln Road Associates Ltd., which offered $370,000. RadioShack conducted the auction on May 14, court filings show. U.S. Bankruptcy Judge Brendan Shannon will hold a hearing on May 27 to consider the sale of the store lease to Sportive. 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. Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP represent the Official Committee of Unsecured Creditors as co-counsel. Houlihan Lokey Capital, Inc., serves as financial advisor and investment banker. REPUBLIC STORAGE: SSG Advises in Sale of Certain Assets ------------------------------------------------------- SSG Capital Advisors, LLC acted as the investment banker to Republic Storage Systems, LLC in the Article 9 sale of a substantial portion of Republic's operating assets to an affiliate of Echelon Capital, LLC. The transaction closed in April 2015. Founded in 1886 and headquartered in Canton, OH, Republic is a manufacturer of lockers, shelving and other storage products. The Company also maintains a warehouse facility in Statesville, NC. Republic's lockers are one of the most well recognized and reliable brands in the industry. The Company's manufacturing capabilities and powder coat and liquid paint lines enable the Company to create hundreds of configurations and produce lockers and shelving systems to its customer's exact specifications. Republic sells its products nationwide. The Company retained SSG to explore strategic options, including a sale of substantially all of the Company's assets. Working under an extremely tight timeline, SSG began the marketing process, identified a strategic buyer, assisted in the negotiations of the Article 9 sale and closed the transaction within six weeks from initial engagement. SSG's experience in identifying buyers and running an expedited sales process were critical to the successful closing of the transaction. Echelon is a manufacturing group focused primarily on metal fabrication, which owns companies that operate under the Lyon, Viking Metal Cabinet Co., Precision Quincy Ovens and Austin-Westran brands. The new company will be named Republic Storage Products, LLC and will operate as a separate portfolio company of Echelon. Other professionals who worked on the transaction include: * Adam G. Landis and Matthew B. McGuire of Landis Rath & Cobb LLP, counsel to Republic Storage Systems, LLC; * Michael E. Jacoby and Mark Karbiner of Phoenix Management Services, financial advisor to Republic Storage Systems, LLC; * Lawrence F. Flick of Blank Rome LLP, counsel to the equity sponsor; * Jeffrey M. Wolf and Timothy P. Manning of Greenberg Traurig, LLP, counsel to the secured lender; and * Russell I. Shapiro, Laura Friedel and Jonathan P. Friedland of Levenfeld Pearlstein, LLC, counsel to Echelon Capital and its affiliate. About SSG Capital Advisors, LLC SSG Capital Advisors is an independent boutique investment bank that assists middle-market companies and their stakeholders in completing special situation transactions. It provides its clients with comprehensive investment banking services in the areas of mergers and acquisitions, private placements, financial restructurings, valuations, litigation and strategic advisory. SSG has a proven track record of closing over 250 transactions in North America and Europe and is one of the leaders in the industry. Securities are offered through SSG Capital Advisors, LLC (Member SIPC, Member FINRA). All other transactions are effectuated through SSG Advisors, LLC, both of which are wholly owned by SSG Holdings, LLC. SSG is a registered trademark for SSG Capital Advisors, LLC and SSG Advisors, LLC. SSG provides investment banking, restructuring advisory, merger, acquisition and divestiture services, private placement services and valuation opinions. Past performance is no guarantee of future results. About Republic Storage Systems Based in Canton, Ohio, Republic Storage Systems Company Inc. nka The Belden Locker Company -- http://www.republicstorage.com/-- manufactured several lines of shelving and storage products including lockers, industrial storage products, custom designed mezzanine systems and engineered storage systems. The Company filed for Chapter 11 protection on March 14, 2006 (Bankr. N.D. Ohio Case No. 06-60316). James Michael Lawniczak, Esq., Karen A. Visocan, Esq., Lisa M. Yerrace, Esq., Nathan A. Wheatley, Esq., and Laura McBride, Esq, at Calfee, Halter & Griswold LLP, represent the Debtor in its restructuring efforts. Dov Frankel, Esq., Harry W. Greenfield, Esq., at Buckley King, LPA; and Wanda Borges, Esq., at Borges Donovan Attorneys at Law,LLC, represent the official committee of unsecured creditors. When the Debtor filed for protection from its creditors, it listed between $10 million and $50 million in assets and debts. RESIDENTIAL CAPITAL: Trust's Objection to Dlin Claim Narrowed ------------------------------------------------------------- Bankruptcy Judge Martin Glenn signed off on a Memorandum Opinion and Order Sustaining in Part and Overruling in Part the Rescap Borrower Claims Trust's Objection to Claim Number 3732 filed by Kenneth Dlin. Judge Glenn, in overruling the Trust's objection, states "the Trust's Objection relies in part upon the applicable investor guidelines for Dlin's loan, contending that GMACM's actions as the loan's servicer were required to follow the guidelines. But the Trust failed to provide competent evidence of the investor guidelines with its Objection and Reply, instead relying upon inadmissible hearsay contained in the Priore Declaration and GMACM's servicing notes for Dlin's loan." He, however, sustained the objection as to Dlin's standing-related arguments that Dlin's counsel abandoned on the record at the Hearing. The Parties were ordered to meet and confer, as well as to provide the Court with a letter scheduling the evidentiary hearing to resolve the remaining portions of Dlin's Claim, on or before May 15, 2015. They were also directed to meet and confer about settlement of the remaining claims and were required to submit a status letter at least one week before the scheduled evidentiary hearing. A copy of the Judge Glenn's April 21, 2015 Memorandum Opinion and Order Sustaining in Part and Overruling in Part the Recap Borrower Claims Trust's Objection to Claim Number 3732 Filed By Kenneth Dlin, is available at http://is.gd/pncpXpfrom Leagle.com. REVEL AC: Can Solicit Votes for Chapter 11 Plan Until June 30 ------------------------------------------------------------- The. Hon. Gloria M. Burns of the U.S. Bankruptcy Court for the District of Jersey extended the exclusive period within which Revel AC Inc. and its debtor-affiliates may solicit acceptances of their Chapter 11 plan until June 30, 2015. 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 of Revel AC LLC and its debtor-affiliates are transferred to Judge Michael B. Kaplan. The Debtors' cases was originally 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. RGL RESERVOIR: S&P Puts 'B' CCR on CreditWatch Negative ------------------------------------------------------- Standard & Poor's Ratings Services said it placed its 'B' long-term corporate credit rating on slotted and seamed liner company RGL Reservoir Management Inc. on CreditWatch with negative implications. The issue-level ratings on the company's first-lien and second-lien term loans are unchanged at 'B' and 'CCC+', respectively. The respective recovery ratings of '3' (50%-70% recovery in a default scenario, at the lower end of the range) and '6' (0%-10% recovery) are also unchanged. "The CreditWatch placement reflects our expectation that RGL's 2015 revenues and EBITDA will be drastically lower than previously forecast," said Standard & Poor's credit analyst Aniki Saha-Yannopoulos. As oil prices have dropped significantly, RGL's core market, the Canadian oil sands producers, have postponed expansion projects and significantly cut back capital spending. Due to the uncertainty about the pickup in oil prices, S&P does not foresee RGL generating any material revenues associated with growth projects in the Canadian oil sands sector in the near term; S&P expects the company to generate revenues mostly associated with maintenance work. In addition, S&P doesn't expect any increase in revenues from other products, leading to overall revenues and EBITDA significantly lower than S&P's previous forecast. RGL is a small Calgary-based oilfield service company that generates about 80% of its revenue from Canada. It has a leading market position in providing slotted and seamed liners in the Western Canadian Sedimentary Basin and provides other products to enhance oil recovery in the oil industry. The CreditWatch placement reflects the strong risk of a downgrade that could exceed one notch, depending on the results of S&P's assessment of the company's business risk profile, including industry conditions, as well as S&P's projections of RGL's credit metrics and liquidity. S&P expects to resolve the CreditWatch placement before the end of June. ROBIN GILBERT CRUMP: Ameris Bank's Plan Objection Sustained ----------------------------------------------------------- Bankruptcy Judge David R. Duncan sustained Ameris Bank's objection to the confirmation of a chapter 11 plan filed by debtor Robin Gilbert Crump. Judge Duncan states that "Ameris Bank's loan has fully matured. Payment is due in full. The Debtor's proposed plan treatment extends the term of the loan and the maturity date. It alters the obligations of Crump under the loan documents. The proposal is a modification, not a mere cure." In denying confirmation of the plan filed November 17, 2014, as amended on February 9, 2015, Judge Duncan concluded that "the Ameris Bank loan is secured solely by the Debtor's principal residence. The Debtor's proposed treatment of the loan in the plan is a modification because it alters the payment schedule and maturity date of the loan." A copy of the Judge Duncan's April 16, 2015 Order is available at http://is.gd/FM2bXSfrom Leagle.com. The case is, In re Robin Gilbert Crump, Chapter 11, Debtor, CASE NO. 14-05007-DD (D. S.C.) SA-ENC BLU FOUNTAIN: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Affiliates of New Louisiana Holdings LLC (Case No. 15-50756) that filed separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- SA-ENC Blu Fountain, LLC 15-50613 4 West Red Oak Lane, Suite 201 White Plains, NY 10604 SA-ENC Fort Myers, LLC 15-50614 4 West Red Oak Lane, Suite 201 White Plains, NY 10604 SA-ENC Glennon Place ALF, LLC 15-50615 SA-ENC Glennon Place, LLC 15-50616 SA-ENC Operator Holdings, LLC 15-50617 SA-ENC Park Haven, LL 15-50618 SA-ENC PH Holdings, LLC 15-50619 SA-ENC Sunrise GP, LLC 15-50620 SA-ENC Tonganoxie, LLC 15-50621 SA-ENC VIP Manor, LLC 15-50622 Nature of Business: Health Care Chapter 11 Petition Date: May 20, 2015 Court: United States Bankruptcy Court Western District of Louisiana (Lafayette) Debtors' Counsel: Patrick J. Neligan, Jr., Esq. NELIGAN FOLEY LLP 325 N. St. Paul, Ste. 3600 Dallas, TX 75201 Tel: (214) 840-5300 Fax: (214) 840-5301 Email: pneligan@neliganlaw.com Estimated Estimated Assets Liabilities ----------- ----------- SA-ENC Blu Fountain $100K-$500K $1MM-$10MM SA-ENC Fort Myers, LLC $1MM-$10MM $1MM-$10MM The petition was signed by Raymond Mulry, designated officer. A list of SA-ENC Blu Fountain's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/lawb15-50613.pdf A list of SA-ENC Fort Myers, LLC's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/lawb15-50614.pdf SADLER CLINIC: Ch.7 Trustee Wins Bid to Angelica Textile Subpoena ----------------------------------------------------------------- Bankruptcy Judge Marvin Isgur, in his April 17, 2015 Memorandum Opinion, in the case docketed as ALLISON D. BYMAN, TRUSTEE, Plaintiff(s), v. ANGELICA TEXTILE SERVICES, INC. Defendant(s), CASE NO. 12-34546, ADVERSARY NO. 14-03231, granted the Motion to Quash the Subpoena filed by Byman, the Chapter 7 Trustee for Sadler Clinic, PLLC, on the Subpoena served by Angelica Textile Services, Inc. Judge Isgur held that the Memorandum prepared by the Strasbuger and Price Law Firm, which was the subject of the Subpoena, constituted attorney work product. He further stated that "Strasburger & Price prepared the memorandum as a result of currently ongoing litigation, rather than simply the possibility of future litigation. The trustee asked for potential assistance in prosecuting a lawsuit, and Strasburger & Price responded. Plainly, the memorandum was prepared because of the HCAPS Conroe Affiliation, Inc. litigation." Judge Isgur further held that Angelica was not able to show any compelling or extraordinary need that would justify the Memorandum's disclosure. "Angelica's claim that witnesses will have difficulty remembering the events in question and that the cost of depositions will be prohibitive is insufficient to compel the disclosure of opinion work product." A copy of Judge Isgur's Memorandum Opinion is available at http://is.gd/od8asafrom Leagle.com. About Sadler Clinic PLLC Sadler Clinic PLLC and Montgomery County Management Company, LLC filed voluntary chapter 11 petitions for relief (Bankr. S.D. Tex. Case Nos. 12-34546 and 12-34547) on June 15, 2012. Bankruptcy Judge Karen K. Brown oversaw the case. The Debtors operate a multi specialty physician clinic known as Sadler Clinic. Sadler Clinic was founded in 1958 by Dr. Deane Sadler, Dr. Irving Watson and Dr. Walter Wilkerson. The Debtors prepared a restructuring plan but was unable to obtain support of a plan from Hospital Corporation of America. The Debtors intended for an orderly liquidation in filing for bankruptcy. Jason M. Rudd, Esq., and Kyung Shik Lee, Esq., at Diamond McCarthy, L.L.P., preside over the case. Montgomery County Management estimated $10 million to $50 million in both assets and debts. Sadler Clinic estimated $1 million to $10 million in both assets and debts. The petitions were signed by John T. Young, Jr., chief restructuring officer. SAN BERNARDINO, CA: Council Approves Bankruptcy Plan ---------------------------------------------------- Ryan Hagen, writing for The Sun, reported that a full-court press by the city's administrators, consultants and allies from the community convinced six of the seven council members that it was vital to pass the Plan of Adjustment, pushing the city into the next stage of its nearly three-year bankruptcy. As previously reported by The Troubled Company Reporter, San Bernardino is looking to exit court protection with a plan that pays some bondholders a penny on the dollar but maintains pension benefits for retired city workers. The city's plan, filed on May 14, lays out how San Bernardino leaders could immediately save up to $79 million while still making full payments into the pension fund run by California Public Employees' Retirement System, also known as Calpers, which distributes that money to thousands of retired city workers. According to the Journal, the vote, with Councilman John Valdivia opposing, comes in advance of a May 30 court-imposed deadline that U.S. Bankruptcy Judge Meredith Jury said she would extend only if "the earth moved" under the city. But it isn't the final word on the cutbacks and other changes included in the Plan of Adjustment -- creditors still will be able to object to its provisions, and the city will continue negotiating to try to avoid that expensive litigation, City Attorney Gary Saenz said, the report related. About San Bernardino San Bernardino, California, filed an emergency petition for municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012. San Bernardino, a city of about 210,000 residents roughly 65 miles (104 km) east of Los Angeles, estimated assets and debts of more than $1 billion in the bare-bones bankruptcy petition. The city council voted on July 10, 2012, to file for bankruptcy. The move lets San Bernardino bypass state-required mediation with creditors and proceed directly to U.S. Bankruptcy Court. The city is represented that Paul R. Glassman, Esq., at Stradling Yocca Carlson & Rauth. San Bernardino joined two other California cities in bankruptcy: Stockton, an agricultural center of 292,000 east of San Francisco, and Mammoth Lakes, a mountain resort town of 8,200 south of Yosemite National Park. The City was granted Chapter 9 protection on Aug. 28, 2013. SANDRIDGE ENERGY: S&P Lowers Corporate Credit Rating to 'SD' ------------------------------------------------------------ Standard & Poor's Ratings Services lowered its corporate credit rating on Oklahoma City-based SandRidge Energy Inc. to 'SD' (selective default) from 'CCC+'. S&P is also lowering the issue-level rating on the company's senior unsecured notes due 2021 and 2022 to 'D' from 'CCC'. The 'CCC' issue-level ratings on the company's senior unsecured notes due 2020 and 2023 are unchanged. The '5' recovery rating on the senior unsecured notes is unchanged, reflecting S&P's expectation of modest (10% to 30%; lower half of the range) recovery in the event of a conventional default. S&P also removed all ratings from CreditWatch where it placed them with negative implications on May 14, 2015. "The downgrade follows SandRidge's announcement that it has concluded an agreement with holders of portions of its senior unsecured notes to exchange the notes for common stock," said Standard & Poor's credit analyst Ben Tsocanos. "We view the transaction as a distressed exchange because at the close of the transaction investors received stock valued at less than what was promised on the original securities," he added. S&P expects to review the corporate credit ratings and issue-level ratings when it assess the likelihood of further debt exchanges as low. The company has indicated an interest in reducing debt meaningfully, which S&P believes could involve additional exchanges, as well as other options such as asset sales. S&P's analysis will incorporate the challenging operating environment for oil and gas companies at current commodity prices and SandRidge's high, though marginally improved, leverage. SEXTON ROAD: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Sexton Road Properties, LLC c/o Danieal H. Miller 720 W. Sexton Road Case No.: 15-20529 Chapter 11 Petition Date: May 20, 2015 Court: United States Bankruptcy Court Western District of Missouri (Jefferson City) Judge: Hon. Dennis R. Dow Debtor's Counsel: Bryan Bacon, Esq. EVANS & DIXON, LLC 501 West Cherry Street, Suite 200 Columbia, MO 65201 Tel: 573-777-8823 Fax: 314-884-4541 Email: bbacon@evans-dixon.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Danieal H. Miller, sole member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. SIMPLY FASHION: Gets Final Approval to Access $1.25-Mil. DIP Loan ----------------------------------------------------------------- The Hon. Laurel M. Iscoff of the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, gave Adinath Corp. and Simply Fashion Stores, Ltd., final authority to obtain senior secured postpetition financing from JNS INVT, LLC, in the amount not to exceed $1,250,000, pursuant to the budget. As reported by The Troubled Company Reporter, JNS, which is already owed $9 million on a secured prepetition revolving credit facility, has agreed to provide the Debtors DIP financing not to exceed $1,250,000. JNS INVT is managed by Swapnil Shah and Shail Shaw, who are indirect owners of Simply Fashion. The cash collateral will be used for (a) working capital and general corporate purposes, (b) payment of certain of the costs of administration of the Cases, to the extent set forth in the Budget, (c) payment of interest, fees and costs to the DIP lender under final order, and (d) payment of insurance on the collateral; The DIP loan will have an interest rate of 6% per annum, with no fees. The DIP lender will receive a first priority, priming lien (subject to the Iberiabank lien) on all tangible and intangible assets of the Debtor. Iberiabank, which is owed $400,000 for financing of Simply Fashion's cash register system, does not have secured interest in cash collateral. For the Period April 16, 2015 through the anticipated final hearing on cash collateral (on or before May 8, 2015), the Debtors seek to use $1,250,000 in proceeds from the DIP loan and cash collateral. JNS INVT, as prepetition lender, will receive additional and replacement liens and an administrative expense claim to the extent of any diminution on value of the collateral. In addition, JNS IVT commencing on May 1 will receive interest accrued on the Debtor's prepetition obligations from and after the Petition Date, and will receive payment of reasonable fees and expenses of the lender's attorneys and financial advisors. The lender's adequate protection liens and superpriority claim will be subordinate the carve-out of $300,000 for fees of retained professionals. A full-text copy of the final DIP order including the budget is available for free at http://is.gd/MIoiEu 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. SIX-S GOLF: Case Summary & Largest Unsecured Creditors ------------------------------------------------------ Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Six-S Golf LLC 15-11105 dba Waterways Golf Resort dba Fiddlers Pub & Restaurant 5920 County Road 6 Belfast, NY 14711 Six-S Holdings LLC 15-11106 5920 County Road 16 Belfast, NY 14711 Chapter 11 Petition Date: May 20, 2015 Court: United States Bankruptcy Court Western District of New York (Buffalo) Judge: Hon. Carl L. Bucki Debtor's Counsel: Daniel F. Brown, Esq. ANDREOZZI, BLUESTEIN, WEBER, BROWN, LLP 333 International Drive, Suite B-4 Williamsville, NY 14221 Tel: 716-633-3200 Fax: 716-633-0301 Email: dfb@abfmwb.com Estimated Estimated Assets Liabilities ---------- ----------- Six-S Golf $0-$50,000 $1MM-$10MM Six-S Holdings $1MM-$10MM $1MM-$10MM The petition was signed by Richard Patton, member, manager. A list of Six-S Golf's 11 largest unsecured creditors is available for free at http://bankrupt.com/misc/nywb15-11105.pdf A list of Six-S Holdings' eight largest unsecured creditors is available for free at http://bankrupt.com/misc/nywb15-11106.pdf SNOWFLAKE COMMUNITY: Case Summary & 2 Top Unsecured Creditors ------------------------------------------------------------- Debtor: Snowflake Community Foundation 126 East Commercial Street P.O. Box 1348 Saint Johns, AZ 85936 Case No.: 15-06264 Chapter 11 Petition Date: May 20, 2015 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Madeleine C. Wanslee Debtor's Counsel: Rob Charles, Esq. LEWIS ROCA ROTHGERBER LLP 1 South Church Ave Ste 700 Tucson, AZ 85701-1611 Tel: 520-629-4427 Fax: 520-879-4705 Email: rcharles@lrrlaw.com Total Assets: $10 million Total Liabilities: $7.7 million The petition was signed by Ashley Poston, director. List of Debtor's two Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Aztec Land and Cattle Co., Ltd. Costs relating to $346,074 10265 W. Camelback Road, No. 104 APA and other Phoenix, AZ 85037 advances The Town of Snowflake Costs relating to $170,000 81 West 1st South APA Snowflake, AZ 85937 SOUTHGOBI RESOURCES: CIC Grants Deferral to Cash Interest Payment ----------------------------------------------------------------- SouthGobi Resources Ltd. on May 20 provided an update with respect to the May 2015 cash interest payment due on the China Investment Corporation convertible debenture, the refusal by the Supreme Court of Mongolia to hear SouthGobi's case on appeal and the status of the Toronto Stock Exchange delisting review. In addition, the Company announces that its Annual and Special Meeting of Shareholders has been postponed from June 15, 2015 to July 24, 2015. CIC Convertible Debenture Approximately US$7.9 million in cash interest was due by the Company to CIC on May 19, 2015 under the CIC Convertible Debenture subject to a three day contractual cure period until May 22, 2015. CIC has confirmed to the Company that subject to certain conditions and limitations, it has agreed to grant deferral of payment of the May 2015 cash interest installment until July 22, 2015 to allow the Company to execute its proposed funding plan, as discussed in the section Liquidity and Capital Resources under the heading Proposed Funding Plan in the Management Discussion and Analysis issued on May 11, 2015 and available on SEDAR at www.sedar.com As consideration for the extension, the Company has agreed to pay CIC a deferral fee of 6.4% per annum on the amount of the May 2015 cash interest installment. In all other respects, the provisions of the CIC Convertible Debenture remain in full force and effect and the deferral of the May interest payment by CIC is without prejudice to CIC's right to pursue any of its remedies at any time if an event of default occurs pursuant to the continuing terms of the CIC Convertible Debenture. In the event the Company fails to pay the May 2015 cash interest installment when due on July 22, 2015, this would result in an event of default under the CIC Convertible Debenture and CIC would have the right to declare the full principal and accrued interest owing thereunder immediately due and payable, which could result in voluntary or involuntary proceedings involving the Company as discussed under the heading Risk Factors in the MD&A issued on March 30, 2015 and available on SEDAR at www.sedar.com Refusal by the Supreme Court of Mongolia to hear SouthGobi's case on appeal On April 22, 2015 the Company's subsidiary SouthGobi Sands LLC filed an appeal with the Supreme Court of Mongolia against the decision of the Second District Criminal Court of Justice upholding the US$18 million Tax Verdict against SGS as discussed under the heading Governmental and Regulatory Issues in the MD&A issued on March 30, 2015 and available on SEDAR at www.sedar.com In accordance with Mongolia's Criminal Procedure Law, SGS filed the appeal through the Second District Criminal Court of Justice. On April 29, 2015, SGS was informed that the Second District Criminal Court of Justice had refused the appeal citing that SGS, as a civil defendant, does not have the right to file an appeal with the Supreme Court. On April 29, 2015, SGS sent a letter and filed an official protest to the Second District Criminal Court of Justice rejecting and challenging the legal grounds for its decision. On May 20, 2015, SGS was informed that the Supreme Court had refused to hear the appeal and had returned the appeal to the Second Criminal Court of Justice. The Supreme Court based its decision on a restrictive reading of Article 342 of the Criminal Procedure Law of Mongolia which stipulates that "the defendant, person acquitted, the victim, and their respective defense counsel have the right to lodge a complaint to the Supreme Court". The Supreme Court concluded that the omission of a specific reference to a civil defendant in Article 342, in and of itself denies SGS, in such capacity, the right to lodge an appeal to the Supreme Court. In its decision, the Supreme Court did not address other provisions of the Criminal Procedure Law and the Law on Courts of Mongolia, which provide that civil defendants have standing to appeal to the Supreme Court and that no judicial proceedings or decisions in Mongolia are outside of the scope of supervision by the Supreme Court. SGS notes that the letter from the Supreme Court was signed by one of the justices of the Supreme Court. SGS believes that the letter was issued in violation of the relevant rules of the Supreme Court, which require that decisions on the refusal to hear a case on appeal be made by the Presiding Justice of the Criminal Chamber of the Supreme Court. SGS intends to send an official letter of protest to the Presiding Justice and request an explanation on the Justice's decision and letter. The Company continues to believe that there is a lack of evidence to support both the Tax Verdict and the Appeal Verdict, and that the verdicts are both substantively and procedurally in error under the laws of Mongolia. However, should the Presiding Justice uphold the decision to refuse to hear the case on appeal, such decision will exhaust the legal appeals available to the Company in Mongolia. The refusal by the Supreme Court to hear the case on appeal will render the Tax Verdict payable. Under Mongolian law, the verdict can then be enforced by the General Executive Agency of Court Decisions of the Mongolian government. However, the Company has not received any demand or communication from the Government of Mongolia or any agency thereof in connection with the tax penalty to date. The Company intends to work with the relevant authorities in Mongolia to resolve the dispute giving rise to the Tax Verdict in a manner that is appropriate having regard to the Company's limited financial resources and supportive of a positive environment for foreign investment in Mongolia. In this connection, the Company is assessing a range of possibilities that could be available to achieve such a resolution with the Mongolian authorities. However, there can be no assurance that any such resolution can be successfully negotiated by the Company either at all or on favorable terms, or that the terms of any resolution to which the Government would be prepared to agree would not be materially adverse to the Company. In such case, this may result in an event of default under the CIC Convertible Debenture and CIC would have the right to declare the full principal and accrued interest owing thereunder immediately due and payable. Such an event of default under the CIC Convertible Debenture or the Company's inability to pay the penalty could result in voluntary or involuntary proceedings involving the Company as discussed under the heading Risk Factors in the MD&A issued on March 30, 2015 and available on SEDAR at www.sedar.com TSX Financial Hardship Exemption Application and Status of Listing on TSX The Company has requested approval from the TSX for a 30 day extension of the delisting review until June 18, 2015. The request for an extension is a consequence of the delays in the closing of the share purchase agreement between Turquoise Hill Resources Ltd. and Novel Sunrise Investments Limited and the associated delays in the implementation of the Company's Proposed Funding Plan‎. For additional detail, refer to the section Liquidity and Capital Resources under the heading TSX Financial Hardship Exemption Application and Status of Listing on the TSX in the MD&A issued on May 11, 2015 and available on SEDAR at www.sedar.com The Company will announce a further update upon receipt of a response from TSX on its extension request. Postponement of the Company's AGM The Company announces that its AGM has been postponed from June 15, 2015 to July 24, 2015 in order to provide the Nominating and Corporate Governance Committee and Board of Directors with additional time to complete the Company's governance process and finalize the Director nominees to be presented at the Company's AGM. About SouthGobi SouthGobi, listed on the Toronto and Hong Kong stock exchanges, is focused on exploration and development of its metallurgical and thermal coal deposits in Mongolia's South Gobi Region. It has a 100% shareholding in SouthGobi Sands LLC, a Mongolian registered company that holds the mining and exploration licences in Mongolia and operates the ﬂagship Ovoot Tolgoi coal mine. Ovoot Tolgoi produces and sells coal to customers in China. SPECTRUM ANALYTICAL: Can Employ Bacon Wilson as Bankr. Counsel -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Spectrum Analytical, Inc., and Hanibal Technology, LLC, to employ Bacon Wilson, PC, as counsel. As previously reported by The Troubled Company Reporter, the firm will, among other things: -- provide legal advice with respect to the powers and duties of the debtors-in-possession in the continued operation of their business; -- represent the Debtors in postpetition negotiations with secured creditors; and -- represent and assist the Debtors with any postpetition sale of property of the estate. About Spectrum Analytical Spectrum Analytical Inc. provides testing and analytical data for environmental interests. Hanibal Technology LLC serves as Spectrum's exclusive international marketing and sales agent, and focuses on education, research, and development in environmental technology. Spectrum maintains offices in Agawam, Massachusetts, Tampa, Florida, North Kingstown, Rhode Island, and Syracuse, New York. Spectrum Analytical and Hanibal Technology commenced Chapter 11 bankruptcy cases (Bankr. D. Mass. Case Nos. 15-30404 and 15-30405) on April 30, 2015, to retake management of their business and assets from the receiver installed by their lender. Hanibal Tayeh, the sole member, signed the bankruptcy petitions. Spectrum estimated $10 million to $50 million in assets and debt. Hanibal estimated less than $10 million in assets and debt. Bacon Wilson, P.C., serves as the Debtors' counsel. SPECTRUM ANALYTICAL: May 22 Evidentiary Hearing on Abstention Bid ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey will convene an evidentiary hearing on May 22, 2015, on Bank Rhode Island's motion for the Bankruptcy Court to abstain from hearing the Chapter 11 petitions of Spectrum Analytical Inc. and Hanibal Technology LLC. As previously reported by The Troubled Company Reporter, the Bank believes that Hanibal Tayeh, the Debtors' principal, has filed the petition to reinstate himself in control of the Debtors, an occurrence which would be to the substantial detriment of the Debtors and their creditors. About Spectrum Analytical Spectrum Analytical Inc. provides testing and analytical data for environmental interests. Hanibal Technology LLC serves as Spectrum's exclusive international marketing and sales agent, and focuses on education, research, and development in environmental technology. Spectrum maintains offices in Agawam, Massachusetts, Tampa, Florida, North Kingstown, Rhode Island, and Syracuse, New York. Spectrum Analytical and Hanibal Technology commenced Chapter 11 bankruptcy cases (Bankr. D. Mass. Case Nos. 15-30404 and 15-30405) on April 30, 2015, to retake management of their business and assets from the receiver installed by their lender. Hanibal Tayeh, the sole member, signed the bankruptcy petitions. Spectrum estimated $10 million to $50 million in assets and debt. Hanibal estimated less than $10 million in assets and debt. Bacon Wilson, P.C., serves as the Debtors' counsel. SPECTRUM ANALYTICAL: May 22 Evidentiary Hearing on Turnover Bid --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey will convene an evidentiary hearing on May 22, 2015, on Spectrum Analytical, Inc.'s motion to compel the receiver to turnover property of the estate. About Spectrum Analytical Spectrum Analytical Inc. provides testing and analytical data for environmental interests. Hanibal Technology LLC serves as Spectrum's exclusive international marketing and sales agent, and focuses on education, research, and development in environmental technology. Spectrum maintains offices in Agawam, Massachusetts, Tampa, Florida, North Kingstown, Rhode Island, and Syracuse, New York. Spectrum Analytical and Hanibal Technology commenced Chapter 11 bankruptcy cases (Bankr. D. Mass. Case Nos. 15-30404 and 15-30405) on April 30, 2015, to retake management of their business and assets from the receiver installed by their lender. Hanibal Tayeh, the sole member, signed the bankruptcy petitions. Spectrum estimated $10 million to $50 million in assets and debt. Hanibal estimated less than $10 million in assets and debt. Bacon Wilson, P.C., serves as the Debtors' counsel. SPENDSMART NETWORKS: Reports $2.15 Million Revenues in Q1 --------------------------------------------------------- SpendSmart Networks, Inc. dba "SMS Masterminds," reported its financial results for the first quarter ended March 31, 2015. Revenues for the first quarter of fiscal 2015 were $2.15 million compared with $667,000 for the first quarter of 2014, representing an increase of 222%. The increase in revenues was primarily attributable to the increase in the Company's licensee network and product offerings. Operating expenses for the first quarter of 2015 were $3.12 million compared to $2.78 million in the first quarter of 2014. Net loss for the quarter was $950,000 compared to a net loss of $3.30 million for the first quarter of 2014. Stock based compensation costs for the first quarter of 2015 totaled $591,000, while the effects of depreciation, amortization and changes in the Company's derivative and earn-out liabilities totaled $189,000. Alex Minicucci, CEO of SpendSmart, stated: "We continue to build momentum with our products and services resulting in significant revenue growth in the first quarter of 2015. 2014 was a transitional period for the Company and the majority of the financial effects of the prepaid card business and its closure ended with the close of 2014. 2015 continues to be a significant year as we further develop our licensee network, develop our technology, launch new licenses, and set the roadmap for licensees to penetrate their markets. Our multi-channel digital loyalty and marketing solutions represent best practices for driving engagement and transactions for both small and large businesses alike, making for a scalable business model through which we can build value for our shareholders." More detailed information regarding SpendSmart's financial results for the first quarter of 2015 can be found in the Company's quarterly report on Form 10-Q which the Company filed with the Securities and Exchange Commission on May 15, 2015. A copy of the press release is available for free at: http://is.gd/qQVUcg About SpendSmart Networks SpendSmart Networks, Inc., provides proprietary loyalty systems and a suite of digital engagement and marketing services that help local merchants build relationships with consumers and drive revenues. These services are implemented and supported by a vast network of certified digital marketing specialists, aka "Certified Masterminds," who drive revenue and consumer relationships for merchants via loyalty programs, mobile marketing, mobile commerce and financial tools, such as prepaid card and reward systems. We enter into licensing agreements for our proprietary loyalty marketing solution with "Certified Masterminds" which sell and support the technology in their respective markets. The Company's products aim to make Consumers' dollars go further when they spend it with merchants in the SpendSmart network of merchants, as they receive exclusive deals, earn rewards and ultimately build a connection with their favorite merchants. SpendSmart Networks incurred a net loss of $12.2 million on $4.03 million of total revenues for the year ended Dec. 31, 2014, compared to a net loss of $14.09 million on $0 of total revenues for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $10.1 million in total assets, $2.91 million in total liabilities, and $7.18 million in total stockholders' equity. EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has recurring net losses since inception and has yet to establish a profitable operation. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern, according to the regulatory filing. SRP PLAZA: Names Jeffrey Susa as Responsible Person --------------------------------------------------- SRP Plaza LP asks the U.S. Bankruptcy Court for the District of Nevada for permission to employ Jeffrey S. Susa as designated responsible person in the Debtor's Chapter 11 case. The Debtor tells the Court that Mr. Susa is readily familiar with the Debtor's business, operational, and financial affairs. About SRP Plaza, L.P. SRP Plaza, L.P., is the owner of a retail shopping center commonly known as "Mission Paseo Shopping Center" with addresses of 6985 and 7005 West Sahara Avenue and 2555 and 2585 South Rainbow Boulevard, Las Vegas, Nevada. SRP Plaza, L.P., a Single Asset Real Estate, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 15-12127) in Las Vegas, Nevada, on April 16, 2015, to halt a receiver from taking control of the property. The Debtor estimated $10 million to $50 million worth of assets against debt of less than $10 million. U.S. Bank National Association, as successor trustee for the registered holders of Bear Stearns Commercial Mortgage Securities, Inc., Commercial Pass-Through Certificates, Series 20015-PW37, declared an event of default under a Deed of Trust dated on Dec. 7, 2004, and recorded against the real property of SRP on Dec. 9, 2004 as Instrument No. 20041209-0003438. On March 31, 2014, the Bank filed a complaint for appointment of a receiver in the Eight Judicial District Court, Clark County, Nevada, being Case No. A-15-71622 against SRP, and on April 9, 2015, filed an application for the appointment of a receiver seeking the potential seizure of control of SRP's property, which actions, if allowed to proceed, would cause significant and irreparable harm to SPR, its creditors and other parties-in-interest. The bankruptcy case is assigned to Judge August B. Landis. SRP Plaza is represented by Zachariah Larson, Esq., Matthew C. Zirzow, Esq. and Shara L. Larson, Esq. at Larson & Zirzow, LLC in Las Vegas, Nevada. TAYLOR ASSOCIATES: Case Summary & 16 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Taylor Associates, LP 300 Market St. Johnstown, PA 15901 Case No.: 15-70369 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: May 20, 2015 Court: United States Bankruptcy Court Western District of Pennsylvania (Johnstown) Judge: Hon. Jeffery A. Deller Debtor's Counsel: Kathryn L. Harrison, Esq. CAMPBELL & LEVINE, LLC 310 Grant Street, Suite 1700 Pittsburgh, PA 15219 Tel: 412-261-0310 Fax: 412-261-5066 Email: klh@camlev.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Stephen Zamias, managing member, Taylor Gen/Par, LLC. A list of the Debtor's 16 largest unsecured creditors is available for free at http://bankrupt.com/misc/pawb15-70369.pdf TUNICA-BILOXI GAMING: S&P Cuts ICR to D on Missed Interest Payment ------------------------------------------------------------------ Standard & Poor's Ratings Services said it lowered its issuer credit rating on Marksville, La.-based Tunica-Biloxi Gaming Authority (TBGA), as well as its issue-level rating on TBGA's 9% $150 million senior unsecured notes due November 2015, to 'D' from 'CCC'. "The downgrade reflects TBGA's decision not to make its $6.75 million interest payment to its unsecured senior noteholders on May 15, 2015," said Standard & Poor's credit analyst Stephen Pagano. A payment default has not occurred according to the legal provisions of the notes because of the 30-day grace period in which to cure interest payment defaults. However, despite the grace period, S&P considers a default to have occurred because it does not believe the payment will be made within the stated grace period. S&P believes TBGA is engaged in restructuring discussions with its noteholders regarding the maturity of its capital structure in November, and will not make the interest payment within the grace period. UTSTARCOM HOLDINGS: DASAN Networks Owns 4.9% of Ordinary Shares --------------------------------------------------------------- DASAN Networks, Inc. disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of May 15, 2015, it beneficially owns 1,947,000 ordinary shares, $0.00375 par value, of UTStarcom Holdings Corp, representing 4.9% of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/28OYOM About UTStarcom, Inc. UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a global leader in IP-based, end-to-end networking solutions and international service and support. The Company sells its solutions to operators in both emerging and established telecommunications markets around the world. UTStarcom enables its customers to rapidly deploy revenue-generating access services using their existing infrastructure, while providing a migration path to cost-efficient, end-to-end IP networks. The Company's headquarters are currently in Alameda, California, with its research and design operations primarily in China. UTStarcom reported a net loss of $30.26 million in 2014, a net loss of $22.73 million in 2013 and a net loss of $34.4 million in 2012. UTSTARCOM HOLDINGS: Posts $30.3 Million Net Loss in 2014 -------------------------------------------------------- UTStarcom Holdings Corp. filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F disclosing a net loss of $30.3 million on $129 million of net sales for the year ended Dec. 31, 2014, compared to a net loss of $22.7 million on $164 million of net sales for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $279 million in total assets, $164 million in total liabilities and $115 million in total stockholders' equity. As of Dec. 31, 2014, the Company had an accumulated deficit of $1.21 billion. "We have a history of operating losses and may not have sufficient liquidity to execute our business plan or to continue our operations without obtaining additional funding or selling additional securities. We may not be able to obtain additional funding under commercially reasonable terms or issue additional securities," the Company said in the report. A full-text copy of the Form 10-K is available for free at: http://is.gd/9Jr6sH About UTStarcom, Inc. UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a global leader in IP-based, end-to-end networking solutions and international service and support. The Company sells its solutions to operators in both emerging and established telecommunications markets around the world. UTStarcom enables its customers to rapidly deploy revenue-generating access services using their existing infrastructure, while providing a migration path to cost-efficient, end-to-end IP networks. The Company's headquarters are currently in Alameda, California, with its research and design operations primarily in China. VANTAGE SPECIALTY: S&P Lowers CCR to 'B-', Outlook Stable --------------------------------------------------------- Standard & Poor's Ratings Services lowered the corporate credit rating on Illinois-based Vantage Specialty Chemicals Inc. to 'B-' from 'B'. The outlook is stable. S&P also lowered its issue rating on the company's senior secured debt to 'B-' from 'B'. S&P revised the recovery rating to '3' from '4', indicating S&P's expectation of meaningful (50% to 70%; lower half of the range) recovery in the event of payment default. "We based the ratings on our assessment of Vantage's financial risk as 'highly leveraged' and its business risk profile as 'weak,' as defined in our criteria," said Standard & Poor's credit analyst Allison Czerepak. "Despite the highly leveraged financial profile, we believe Vantage will be able to maintain 'adequate' liquidity, as defined in our criteria, over the next two years," said Ms. Czerepak. The stable rating outlook on Vantage Specialty Chemicals Inc. reflects S&P's expectations of reasonably predictable EBITDA and cash flow generation over the next year. Despite S&P's assessment of the company's financial profile as "highly leveraged," under S&P's criteria, it views Vantage's annual cash-based debt-servicing obligations as being manageable relative to its cash flow generation because a large portion of the company's debt is in the form of PIK preferred (at a parent holding company) on which S&P anticipates no cash interest outflow. S&P expects an improvement in the company's EBITDA and cash flow generation, based on S&P's overall outlook for modest economic growth and its expectation that the company's strengths in the domestic market and its presence in Latin American markets will contribute to better overall volumes. S&P assumes that management and the company's owners will support credit quality and, therefore, S&P has not factored into its analysis any distributions to shareholders (unless the distributions extinguish a portion of PIK preferred in a transaction similar to one undertaken in the fourth quarter of 2013) or significant debt-funded capital spending. S&P expects that the company will maintain leverage credit measures within its range of expectations, with debt to EBITDA at or above 7x. S&P could lower the ratings further if Vantage's revenue growth were to stall or turn negative, or if its margins were to decline to single-digit levels. Additionally, S&P could lower ratings if liquidity were to weaken to levels below what it considers to be "adequate" under its criteria, if cash flow turns negative, or if current leverage levels become unsustainable. At the current debt levels, S&P do not anticipate any significant improvement in credit quality, and therefore, it is not likely to raise the ratings over the next year. S&P could consider an upgrade if the company unexpectedly reduces leverage using equity to pay down debt -- improving the ratio of FFO to total adjusted debt to above 10% -- and S&P believes that the owners and management would be committed to maintaining leverage at these improved levels. Additionally, S&P could raise ratings if debt to EBITDA falls to levels at or below 6x (including PIK preferred) for a sustainable period. VIPER VENTURES: Can Use Cash Collateral Until July 15 ----------------------------------------------------- The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida authorized, on an interim basis, Viper Ventures, LLC, to use cash collateral from April 15, 2015, to July 15, 2015, pursuant to a final budget. A full-text copy of the final budget is available for free at http://is.gd/Y9Mfyn A hearing is set for June 18, 2015, at 2:30 p.m., to consider final approval of the Debtor's bid to use cash collateral. As reported in the Troubled Company Reporter on April 6, 2015, funding for the acquisition of the Debtor's property was provided by two loans from Wachovia Bank, N.A., as predecessor in interest to Wells Fargo Bank, N.A., and by investments from 16 different individuals or entities who hold equity positions ranging from as much as 20% to as little as 0.6%. As of the Petition Date, the balance under a loan provided by the Lender on June 4, 2014, is approximately $6,784,885. In addition, there's a $7,981,931 balance under a loan provided on June 30, 2015. In addition, prior to the Petition Date, on March 25, 2015, the Debtor executed in favor of Viper Lending, as agent for the Investors: (i) a Revolving Line of Credit Promissory Note, evidencing a line of credit with a maximum availability of $1 million; and (ii) a Mortgage, Security Agreement, Assignment of Rents and Fixture Filing, pursuant to which the Debtor granted to Viper Lending, as agent for the Investors, a junior lien on all assets of the Debtor. Prior to the Petition Date, advances in the aggregate amount of $147,028 were made by the Investors on a pro rata basis to fund the prepetition retainers for professionals and costs for the closing of the facility. The Debtor purported to grant to the Lender a lien on its real property, as well as rents and accounts receivable. In addition, the Debtor granted to Viper Lending, as agent for the Investors, a junior lien on the Property, as well as rents. Accordingly, the Lender and Viper Lending may assert they have a lien on the Debtor's rents and accounts receivable and that they therefore have an interest in the Debtor's cash collateral within the meaning of 11 U.S.C. Sec. 363(a). The Debtor says it will provide good and sufficient adequate protection to the Lender and Viper Lending for the use of the Cash collateral: * The Debtor will provide the Lender and Viper Lending with replacement liens identical in extent, validity and priority as such liens existed on the Petition Date; and * The Debtor will provide on a weekly basis profit and loss statements on a cash basis to counsel for the Lender and Viper Lending. At the initial hearing on the Motion, the Debtor will seek to use Cash Collateral in the amount of approximately $30,000 or such other amount as is necessary to avoid immediate and irreparable harm on an interim basis pending entry of a final order on the Motion. WET SEAL: PwC Approved to Provide Tax Compliance Services --------------------------------------------------------- The Wet Seal, Inc., now known as Seal123, Inc., et al., sought and obtained approval from the bankruptcy court to employ PricewaterhouseCoopers LLP, nunc pro tunc to March 31, 2015. PwC will provide the Debtors with tax compliance services and as necessary, tax consulting services and other tax services. Travis G. Buchanan, Esq., at Young Conaway Stargatt & Taylor, LLP, counsel for the Debtors, certified that as of the May 1, 2015 objection deadline, the Debtors received informal comments from the Office of the U.S. Trustee. In this connection, the Debtors revised the original form of order after discussions with the U.S. Trustee. A copy of the revised order is available for free at: http://bankrupt.com/misc/Seal123Inc_app_employPwC.pdf In the Debtors' April 17 motion, the Debtors anticipated that PwC's fee for tax compliance services will be $140,000 with fees for any necessary tax consulting services to be billed at hourly rates and for any necessary other tax services to be subject to the terms of a separate statement of work. About Wet Seal The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail, Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to 15-10084) on Jan. 15, 2015. The Debtors are a national multi-channel retailer selling fashion apparel and accessory items designed for female customers aged 13 to 24 years old. The Wet Seal, Inc., disclosed $215,254,952 in assets and $60,598,968 in liabilities as of the Chapter 11 filing. The Hon. Christopher S. Sontchi presides over the jointly administered cases. Maris J. Kandestin, Esq., and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R. Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP; and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel. FTI Consulting serves as the Debtors' restructuring advisor. The Debtors' investment banker is Houlihan Lokey. The Debtors tapped Donlin, Recano & Co., Inc. as claims and noticing agent. The petitions were signed by Thomas R. Hillebrandt, interim chief financial officer. B. Riley, the original DIP lender and plan sponsor, is represented by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP. Versa Capital Management, LLC, and its affiliate, Mador Lending, LLC, which was selected as the successful bidder at an auction, is being advised by Greenberg Traurig LLP, Klehr Harrison Harvey Branzburg LLP, and KPMG LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors. The Committee retained Pachulski Stang Ziehl & Jones LLP as its counsel and Province Inc. as its financial advisor. The Wet Seal, Inc., changed its name to "Seal123, Inc." on April 17, 2015, in accordance with the Asset Purchase Agreement with Mador Lending, LLC, an affiliate of Versa Capital Management, LLC as buyer. YELLOWSTONE MOUNTAIN: Founder Petitions High Court for Release -------------------------------------------------------------- Patrick Fitzgerald, writing for the Daily Bankruptcy Review, reported that a lawyer for Tim Blixseth, the jailed founder of the luxurious Yellowstone Club ski and golf resort, is petitioning the U.S. Supreme Court for his client's release. According to the report, lawyer Michael J. Ferrigno wrote to Justice Anthony M. Kennedy seeking Mr. Blixseth's release from a Montana jail. The former billionaire property developer has been held in the Cascade County Detention Center in Great Falls, Mont., since April 20 after a district court judge found him in contempt for failing to account for millions of dollars he owes creditors, the report related. About Yellowstone Mountain Located near Big Sky, Montana, Yellowstone Mountain Club LLC -- http://www.theyellowstoneclub.com/-- is a private golf and ski community with more than 350 members, including Bill Gates and Dan Quayle. The Company was founded in 1999. Yellowstone Club and its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10, 2008. The Company's owner affiliate, Edra D. Blixseth, filed a separate Chapter 11 petition on March 27, 2009 (Case No. 09-60452). Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green PLLC represented Yellowstone. The Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO. The official committee of unsecured creditors were represented by Parsons, Behle and Latimer; and James H. Cossitt, Esq., as counsel. Credit Suisse, the prepetition first lien lender, was represented by Skadden, Arps, Slate, Meagher & Flom. In June 2009, the Bankruptcy Court entered an order confirming Yellowstone's Chapter 11 Plan. Pursuant to the Plan, CrossHarbor Capital Partners LLC acquired equity ownership in the reorganized Club for $115 million. Marc S. Kirschner, Esq., was appointed the Trustee of the Yellowstone Club Liquidating Trust created under the Plan. YINGLI GREEN: Responds to Media Coverage on Going Concern Doubt --------------------------------------------------------------- Yingli Green Energy Holding Company Limited, a solar panel manufacturers, on May 20 issued the following statement to respond to recent media coverage on the Company's ability as a going concern as disclosed in its annual report on Form 20-F for the year ended December 31, 2014 filed with the U. S. Securities and Exchange Commission on May 15, 2015. In accordance with the relevant rules and regulations of the SEC and the New York Stock Exchange, Yingli Green Energy recently filed the 2014 Annual Report with the SEC, in which the Company disclosed its operating and financial results for 2014, including the Company's historical financial performance, as well as the Company's overall losses, debt-to-equity ratios and strategic investments. In line with the prudent analysis of its independent auditors, the Company stated in the 2014 Annual Report that there is substantial doubt as to the Company's ability to continue as a going concern. However, this statement has been taken and interpreted out of context in some media coverages. The Company has been transparent not only about the risks and challenges it faces, but also about the Company's alternative plans to mitigate future risks and challenges. The Company has already taken a series of positive and substantive actions and steps relating to its debt repayment plans, including the recent repayment of the Company's mid-term notes in the principal amount of RMB 1.2 billion, which matured on May 3, 2015. Overall, the Company is optimistic about and confident in its ability to continue servicing the global solar market, and feel well-positioned with our quality products and access to capital in order to take advantage of the current surge in solar demand. Mr. Liansheng Miao, the chairman and chief executive officer of Yingli Green Energy, commented, "While we still have another series of medium term notes in the principal amount of RMB 1.0 billion due on October 13, 2015, we believe that we will meet our repayment obligations based on the substantial progress we have achieved to date to secure funds to repay these notes on schedule." In addition, the Company also announced that it will host first quarter 2015 results conference call on June 5, 2015 and will distribute its earnings announcement before the call. About Yingli Green Energy Yingli Green Energy Holding Company Limited (NYSE: YGE), -- http://www.yinglisolar.com-- is a solar panel manufacturer. Yingli Green Energy's manufacturing covers the photovoltaic value chain from ingot casting and wafering through solar cell production and solar panel assembly. Headquartered in Baoding, China, Yingli Green Energy has more than 30 regional subsidiaries and branch offices and has distributed more than 13 GW solar panels to customers worldwide. [*] Choate Bankruptcy Attorneys Obtain Top Chambers USA Rankings ---------------------------------------------------------------- Choate, Hall & Stewart LLP has received top rankings in the 2015 edition of Chambers USA: America's Leading Lawyers for Business for the majority of its practice areas -- Antitrust, Banking & Finance, Bankruptcy/Restructuring, Corporate/M&A, Healthcare, Intellectual Property, Litigation: General Commercial, Private Equity: Buyouts, Tax, and Technology. Twenty-seven Choate attorneys, representing over one third of the firm's equity partners, were also ranked among the top U.S. attorneys in their respective fields. These include: -- Antitrust -- Robert M. Buchanan, Jr. -- Banking & Finance -- Andrew Hickey, Peter M. Palladino, Kevin J. Simard, and John F. Ventola -- Bankruptcy/Restructuring -- Douglas R. Gooding and John F. Ventola -- Corporate/M&A -- William B. Asher, Jr., Robert V. Jahrling III, and Laurence P. Naughton -- Employee Benefits & Executive Compensation -- Arthur S. Meyers -- Healthcare -- Julie Hesse and Christine G. Savage -- Insurance: Dispute Resolution: Reinsurance - Nationwide -- David A. Attisani -- Intellectual Property -- Karen F. Copenhaver (Licensing), Robert S. Frank, Jr., Dr. Brenda H. Jarrell, and Eric J. Marandett -- Labor & Employment -- Thomas E. Shirley -- Litigation -- Mark D. Cahill (General Commercial), Jack Cinquegrana (White-Collar Crime & Government Investigations), Robert S. Frank, Jr. (General Commercial), Diana K. Lloyd (White-Collar Crime & Government Investigations), and Joan Lukey (General Commercial) -- Litigation: Trial Lawyers - Nationwide -- Joan Lukey -- Private Equity -- Christian A. Atwood (Buyouts), Stephen M. L. Cohen (Buyouts), Brian P. Lenihan (Venture Capital Investment), and Andrew E. Taylor, Jr. (Fund Formation) -- Tax -- Louis J. Marett -- Technology -- Karen F. Copenhaver Chambers is considered to be the most reputable legal directory in the world because inclusion is based solely on the findings of its research teams. The rankings data is culled from in-depth interviews with thousands of clients and lawyers across the country, with greater weight given to the views of the clients. Ranking criteria include technical legal ability, professional conduct, client service, commercial astuteness, diligence, commitment, and other qualities most valued by the client. Choate, Hall & Stewart LLP, one of the nation's leading law firms, is consistently recognized for excellence by Best Lawyers in America, Chambers USA, The Legal 500, World's Leading Lawyers, International Who's Who of Lawyers, and Expert Guides. With all of its lawyers under one roof, Choate focuses on a core group of areas where it represents clients across the United States and internationally and provides exceptional efficiency, service and value. Choate's areas of focus include corporate/M&A, private equity, finance & restructuring, high-stakes litigation, life sciences, technology companies and intellectual property, insurance/reinsurance, employee benefits and executive compensation, labor & employment, healthcare, government enforcement and compliance, tax, and wealth management. [*] Moody's Says Default Rate Expected to Rise on E&P Companies --------------------------------------------------------------- The 12-month default rate forecast for Oil and Gas companies rated B2 or below in the Exploration and Production (E&P) sector is estimated to more than double in the year ahead, Moody's Investors Service said in a new report. Moody's default-forecasting model estimates that the one-year portfolio-average baseline default rate for these companies will increase from 2.7% to 7.4%. "With a gradual recovery in energy prices, the weaker oil & gas issuers are at a much greater risk of default," said Moody's Senior Vice President David Keisman. "The companies on the lower end of spec-grade ratings are the ones that should be most worried." As of May 1, 2015, the oil and gas sector comprised 15% of companies rated B3 or lower -- the largest share for any sector included on this list of ratings across US corporate sectors, Moody's Associate Analyst Julia Chursin states in the report, "Oil and Gas: The Bad, Ugly and Good." The percentage is nearly double the 8% of oil and gas companies that occupied the list of US companies rated B3 negative or lower a year ago. In contrast, the report also notes that, as of the end of April 2015, over 70% of US E&P companies rated B1 or below had maintained their ratings or had been upgraded since June 2014. "The oil and gas industry is characterized by boom and bust cycles, and many US E&P companies with experienced management teams have seen this game before," said Senior Vice President Pete Speer. "While these companies have successfully navigated the waters thus far, low oil prices will continue to pressure the industry-at-large and these companies' credit metrics." [*] Republican Lawmaker Blasts U.S. Trustee Program Over Donation ----------------------------------------------------------------- Katy Stech, writing for The Wall Street Journal, reported that bankrupt homeowners are getting the bulk of a historic, $50 million settlement after the U.S. Trustee Program, the watchdog for the country's bankruptcy courts, accused a J.P. Morgan Chase & Co. unit of filing "robo-signed" mortgage documents to courts across the country. But as one angry Republican lawmaker pointed out at a hearing on May 19, some of the money "didn't make it to the victims," the Journal related. According to the report, the fine print of the settlement called for bank officials to make a $7.5 million donation to a charity run by the American Bankruptcy Institute, a nonprofit trade group with a program that warns students about the consequences of credit card abuse and poor money management. U.S. Rep. Bob Goodlatte (R., Va.) said the mandatory donation to a third party was inappropriate and undermined Congress's power to direct money via the appropriations process, the Journal added. [^] BOOK REVIEW: The Financial Giants In United States History -------------------------------------------------------------- Author: Meade Minnigerode Publisher: Beard Books Softcover: 260 pages List Price: $34.95 Order your personal copy today at http://is.gd/tJWvs2 The financial giants were Stephen Girard, John Jacob Astor, Jay Cooke, Daniel Drew, Cornelius Vanderbilt, Jay Gould, and Jim Fisk. The accomplishments of some have made them household names today. But all were active in the mid 1800s. This was a time when the United States, having freed itself from Great Britain only a few decades earlier, was gaining its stride as an independent nation. The country was expanding westward, starting to engage in significant international trade, and laying the foundations for becoming a major industrial power. Astor, Vanderbilt, Gould, and the others played major parts in all these areas. During the Civil War in the first half of the 1860s, some became leading suppliers of goods or financiers to the Federal government. Minnigerode's focus is the highlights of the life of each of the seven. Along with this, he identifies each one's prime characteristics contributing to his road to fortune and how his life turned out in the end. Not all of the men managed to keep and pass on the fortunes they amassed. They are seen a "financial giants" not only because they made fortunes in the early days of American business and industry, but also for their place in laying out the groundwork for American business enterprise, innovation, and leadership, and for the notoriety they had in their day. Minnigerode summarizes the style or achievement of each man in a single word or short phrase. Stephan Girard is "The Merchant Banker"; Cornelius Vanderbilt, "The Commodore." "The Old Man of the Street" summarizes Daniel Drew"; with "The Wizard of Wall Street" summarizing Jay Gould. Jim Fisk is "The Mountebank." Jay Cooke, "The Tycoon," was to be "known throughout the country for his astonishingly successful handling of the great Federal loans which financed the Civil War." After the War, one of the leaders of the Confederacy remarked that the South was really defeated in the Federal Treasury Department thus, even on the enemy side, giving recognition to Cooke's invaluable work of enabling the Federal government to meet the huge costs of the War. After the War, having earned the reputation as "the foremost financier in the country," Cooke became involved in many large financial ventures, including the building of a railroad to link the East and West coasts of America. In this railroad venture, however, Cooke and his banking firm made a fatal misstep in investing in the Northern Pacific railway. The Northern Pacific turned out to be a house of cards. When Cooke's firm was unable to meet interest payments it owed because of money it had put into the Northern Pacific, the firm went bankrupt; and this caused alarm in the stock market and financial circles. The roads to wealth of the "financial giants" were not smooth. Like others amassing great wealth, they had to take risks. The tales Minnigerode tells are not only instructive on how individuals have historically made fortunes in business and the characteristics they had for this, but are also cautionary tales on the contingency of great wealth in some circumstances. Jim Fisk, for instance, a larger-than life character "jovial and quick witted [who was also] a swindler and a bandit, a destroyer of law and an apostle of fraud," was presumably killed by a former business partner. Unlike Cooke and Fisk, Cornelius Vanderbilt and John Jacob Astor built fortunes that lasted generations. Vanderbilt - nicknamed Commodore - starting in the New York City area, built ships and established domestic and international merchant and passenger lines. With the government coming to depend on these with the rapid growth of commerce of the period and the Civil War for a time, Vanderbilt practically had monopolistic control of private shipping in the U.S. Astor made his fortune by developing trade and other business in the upper Midwest, which was at the time the sparsely-populated frontier of America, rich in natural resources and other potential with the Great Lakes and regional rivers as a means for transportation. Although the social and business conditions in the early and mid 1800s when the U.S. was in the early stages of its development were unique to that period, by concentrating on the characteristics, personalities, strategies, and activities of the seven outstanding businessmen of this period, Minnigerode highlights business traits and acumen that are timeless. His sharply-focused, short biographies are colorful and memorable. This author has written many other books and worked in the military and government. ********* 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 ***