/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150525.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, May 25, 2015, Vol. 19, No. 145 Headlines 22ND CENTURY GROUP: Appoints Nora Sullivan to Board 544 SAN ANTONIO: California Property Declared as "SARE" ABL INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors AC I INV MANAHAWKIN: Seeks June 20 Extension of Plan Filing Date ALEXZA PHARMACEUTICALS: Eliminates Chief Operations Officer Post ALLIED NEVADA: WK Mining Wants Court to Clarify DIP Order ALLY FINANCIAL: Announces Final Results of Cash Tender Offer AMERICAN APPAREL: Amends Previously Filed Report with SEC AMERICAN POWER: Reports Second Quarter Fiscal 2015 Results AMPLIPHI BIOSCIENCES: Provides Corporate Update and Q1 Results ANDALAY SOLAR: Incurs $825,000 Net Loss in First Quarter APPLIED MINERALS: Has Secondary Offering of 40.9M Shares ARCH COAL INC.: Bank Debt Trades at 29% Off ATKINS NUTRITIONALS: S&P Raises CCR to 'B', Outlook Stable ATLANTIC CITY, NJ: Bond Offering Attacts Hedge Funds as Buyers BERRY PLASTICS: Has Tender Offer for 9.75% Second Priority Notes BERRY PLASTICS: Plans to Offer $700 Million Priority Notes BERRY PLASTICS: S&P Affirms 'B+' Corp. Credit Rating BON-TON STORES: Announces First Quarter Fiscal 2015 Results BON-TON STORES: Brigade Capital Reports $5.6% Stake as of May 13 BOSTON RESTAURANT: June 2 Meeting Set to Form Creditors' Panel BROADWAY FINANCIAL: Names Erin Selleck to Board of Directors BTB CORPORATION: Section 341(a) Meeting Set for June 26 BUFFET PARTNERS: Court Dismisses Chapter 11 Bankruptcy Case CAESARS ENTERTAINMENT: Bank Debt Trades at 7% Off CAESARS ENTERTAINMENT: Stockholders Elect 4 Directors CAL DIVE: Files Schedules of Assets and Liabilities CAL DIVE: Proposes to Sell "Atlantic" for $4.5-Mil. CALPINE CORP: Moody's Rates New $1.65BB Term Loan 'Ba3' CASPIAN SERVICES: Incurs $6.12 Million Net Loss in Second Quarter CATASYS INC: Swaps Warrant for Common Stock CEETOP INC: Posts $121,000 Net Loss in First Quarter CEQUEL COMMUNICATIONS: Moody's Reviews 'B1' CFR for Downgrade CIMAREX ENERGY: Moody's Withdraws 'Ba1' Corporate Family Rating CLAIRE'S STORES: Amends Fiscal 2014 Form 10-K to Add Part III CLIFFS NATURAL: Shareholders Elect 9 Directors CLIFFS NATURAL: To Issue 12.9 Million Shares Under Stock Plan CLIFFS NATURAL: Wabush Group Commence Restructuring Under CCAA CLUBCORP CLUB: S&P Affirms 'B+' CCR, Outlook Stable COLT DEFENSE: Delays First Quarter Form 10-Q COLT DEFENSE: Solicitation on Prepack Plan Extended to May 26 CONCHO RESOURCES: S&P Retains 'BB+' Corp. Credit Rating CORTE MADERA, CA: Fitch Affirms BB+ Rating on $9.8MM COPs COX INVESTMENTS: Voluntary Chapter 11 Case Summary CRAIGHEAD COUNTY FAIR: Focus Bank Plan Slated for July 9 Approval CREW DEVELOPMENT: Voluntary Chapter 11 Case Summary DAVID’S BRIDAL: 2019 Bank Debt Trades at 6% Off DAYBREAK OIL: Posts $865,000 Net Loss in Fiscal 2015 DRD TECHNOLOGIES: Files for Chapter 11 to Stop Receivership DRD TECHNOLOGIES: Proposes Maples Law Firm as Counsel DRD TECHNOLOGIES: Seeks to Use ServisFirst Cash Collateral ECO BUILDING: Posts $34.2 Million Net Loss in Third Quarter EL PASO CHILDREN'S HOSPITAL: Files for Ch. 11 Amid UMC Dispute EL PASO CHILDREN'S HOSPITAL: Section 341 Meeting Set for June 24 EL PASO CHILDREN'S HOSPITAL: Seeks Confidentiality of Patient Info EL PASO CHILDREN'S HOSPITAL: Wants Access to Cash Collateral EMMAUS LIFE: Posts $3.6 Million Net Loss in First Quarter ENERGY & EXPLORATION PARTNERS: Bank Debt Trades at 13% Off EQUITY COMMONWEALTH: Moody's Affirms (P)Ba1 Pref Stock Shelf ESP RESOURCES: Posts $15,000 Net Income in First Quarter EVANS & SUTHERLAND: Stockholders Elect James McCarthy as Director EXPO DISPLAYS: Case Summary & 20 Largest Unsecured Creditors FAIRMONT GENERAL: Committee-Backed Liquidating Plan Confirmed FALCON TRACE: S&P Puts 'BB' Rating on CreditWatch Positive FAMILY CHRISTIAN: FC Special Funding Drops Bid to Lift Stay FAYETTEVILLE-FLOYD: Summary Judgment Against Solomon Farms Upheld FIRST DATA: Files 2014 Conflict Minerals Report FORTESCUE METALS: Bank Debt Trades at 10% Off FRAC SPECIALISTS: Section 341 Meeting Scheduled for June 26 FRAC TECH SERVICES: Bank Debt Trades at 14% Off FREEDOM INDUSTRIES: Plan Rejected; Case Could Be Headed to Ch. 7 GELTECH SOLUTIONS: Acting CEO's Employment Extended for 4 Years GENERAL MOTORS: Set to Face Criminal Charges Over Ignition Switches GERALD ADAMS: Court Denies Bankruptcy Discharge GETTY IMAGES: Bank Debt Trades at 18% Off GLYECO INC: Appoints Charles Trapp as Director GLYECO INC: Reports Fiscal First Quarter Financial Results GRANITE DELLS: Has $2.1-Mil. Settlement with Cavan Management GREEN PLAINS: $120MM Loan Add-on No Impact on S&P's Ratings GUGGENHEIM PRIVATE: Fitch Rates Class D Notes Series D-1 'Bsf' HCSB FINANCIAL: Shareholders Elect 2 Class I Directors HILCORP ENERGY: Moody's Rates New Unsecured Notes 'Ba3' HNO GREEN FUELS: Section 341(a) Meeting Set for June 15 HOLY HILL: Seeks to Sell Sunset Blvd. Property for $18.6-Mil. INTELLIPHARMACEUTICS INT'L: To Accelerate its Rexista Program ITUS CORP: Incurs $2.23 Million Net Loss in Second Quarter J. CREW: Bank Debt Trades at 9% Off JBS USA: Moody's Rates Proposed $600MM Unsecured Notes 'Ba2' KEMET CORP: Incurs $14.1 Million Net Loss in Fiscal 2015 LAWNDALE GROUP: Chapter 15 Case Summary LEO MOTORS: Incurs $595,000 Net Loss in First Quarter LEVEL 3: Stockholders Elect 11 Directors LIFE PARTNERS: Units Seek Joint Administration with Parent Case LLRIG TWO: Sells Condominium Lot to Filley Trust for $57,000 LLRIG TWO: Settles Property Disputes with Wilsons LONESTAR GEOPHYSICAL: Section 341 Meeting Scheduled for June 22 LPATH INC: Reports Results for iSONEPTM in Wet AMD Patients LPATH INC: To Undergo Corporate Restructuring MCJUNKIN RED: S&P Affirms 'B+' CCR, Outlook Remains Stable MEDICAL ALARM: Incurs $221K Net Loss in Fiscal Q3 METALICO INC: Incurs $10.9 Million Net Loss in First Quarter MIDSTATES PETROLEUM: Completes Liquidity Enhancing Transaction MINT LEASING: Reports $894,000 Net Loss in First Quarter MOUNTAIN PROVINCE: To Seek OK of 5 Proposals at Annual Meeting MURRAY HOLDINGS: Chapter 15 Recognition Hearing Set for June 24 NATIONAL VISION: Moody's Affirms 'B3' Corporate Family Rating NATROL INC: Citi Balks at Initial Distribution to Equity Holder NEW MEDIA: S&P Keeps 'B+' Secured Debt Rating on $25MM Add-on NEXT 1 INTERACTIVE: Issues 6.2 Million Shares to Mark Wilton NGPL PIPECO: Bank Debt Trades at 3% Off NJ HEALTHCARE: Court Grants Dismissal of Chapter 11 Case OMNICARE INC: S&P Puts 'BB' CCR on CreditWatch Positive PACIFIC DRILLING: Bank Debt Trades at 11% Off PANAMA CASINO: Places Collateral for Sale on May 28 PARADIGM EAST: Court Okays Sale of Lots to SLKRE East for $15MM PEABODY ENERGY: Debt Trades at 10% Off PLANDAI BIOTECHNOLOGY: Posts $6.27 Million Net Loss in 3rd Quarter PROSPECT PARK: Asks Court to Extend Deadline to Remove Suits QUICKSILVER RESOURCES: Court Okays Garden City as Admin Agent QUICKSILVER RESOURCES: Court OKs Hiring of Akin Gump as Co-counsel RADIOSHACK CORP: Allowed to Assign 3 Contracts to General Wireless RADIOSHACK CORP: Fails to Win Approval to Assign AMSC Store Lease RADIOSHACK CORP: Gets Approval to Terminate Leases With Landlords RADIOSHACK CORP: May 27 Hearing on Bid to Terminate Store Leases RECYCLE SOLUTIONS: TCF, Deere Seek Adequate Protection RED LOBSTER: New $150 Revolver Loan No Impact on Moody's B3 CFR RESIDENTIAL CAPITAL: Gosselin Claim Objection Sustained in Part RESPONSE BIOMEDICAL: Appoints Barbara Kinnaird Ph.D. as CEO ROADRUNNER ENTERPRISES: Sale of Chesterfield Properties Okayed ROUNDY’S SUPERMARKET: Bank Debt Trades at 3% Off RUSSEL METALS: Moody's Lowers CFR to Ba2, Outlook Stable SABINE OIL: Obtains Forbearance From Lenders Until June 30 SAN JUAN RESORT: Hearing on Sale of Hotel Assets Set for May 29 SANDY CREEK: S&P Lowers Sr. Secured Project Rating to 'B+' SEADRILL LTD: Bank Debt Trades at 17% Off SNOWFLAKE COMMUNITY: Files for Chapter 11 with $7.75MM in Debt SNOWFLAKE COMMUNITY: Section 341 Meeting Scheduled for June 23 SUNTECH AMERICA: Sale of Solar Assets to Deltro for $555K Okayed SUNVALLEY SOLAR: Reports $34,200 Net Loss in First Quarter TECHNOLOGY SPECIALISTS: Case Summary & 20 Top Unsecured Creditors TRACK GROUP: Shareholders Elect 3 Directors to Board TRIPLANET PARTNERS: Seeks Sept. 2 Extension of Plan Filing Date UNIVERSAL BIOENERGY: Shareholders, Board Approve Restructuring UNIVERSAL COOPERATIVES: June 23 Hearing to Extend Removal Period VIGGLE INC: Prices Public Offering of 3.6 Million Common Shares VISCOUNT SYSTEMS: Reports C$121,000 Net Income in First Quarter WALTER ENERGY: Debt Trades at 45% Off WEST CORP: Stockholders Elect 3 Board Members WESTMORELAND COAL: Stockholders Elect 8 Directors WIDEOPENWEST FINANCE: S&P Affirms 'B' CCR, Outlook Stable WIRECO WORLDGROUP: Moody's Lowers CFR to B3, Outlook Negative [^] BOND PRICING: For the Week From May 18 to 22, 2015 ********* 22ND CENTURY GROUP: Appoints Nora Sullivan to Board --------------------------------------------------- 22nd Century Group, Inc., has appointed Nora B. Sullivan to its Board of Directors, effective May 18, 2015. Ms. Sullivan will serve as a Class III Director for a term to expire at the 2017 annual meeting of stockholders and until her successor has been elected and qualified. Ms. Sullivan will be entitled to receive compensation for her service as a director consistent with the compensation paid to non-employee directors of the Company. Ms. Sullivan is expected to be appointed to one or more committees of the Board of Directors in the near future. Ms. Sullivan has made a career of applying her legal experience and financial services expertise to focus on strategic planning, corporate governance matters, and M&A services. Ms. Sullivan is currently president of Sullivan Capital Partners, LLC, a financial services company providing investment banking and consulting services to closely-held businesses. Prior to founding Sullivan Capital Partners in 2004, Ms. Sullivan worked for The Citigroup Private Bank from 2000 to 2004, providing wealth management and private equity services to high net worth individuals. From 1995 to 1999, Ms. Sullivan was executive vice president of Rand Capital Corporation, a publicly traded closed-end investment management company providing capital and managerial expertise to small and mid-size businesses. Ms. Sullivan is a member of the Boards of Directors of Evans Bancorp, Inc., Independent Health, Robinson Home Products, and Rosina Food Products. She is Chairman of the Technology Transfer Committee of the Roswell Park Cancer Institute Board. Ms. Sullivan holds an MBA degree in Finance and International Business from Columbia University Graduate School of Business and a JD degree from the University of Buffalo School of Law. "I am delighted that Nora has chosen to join 22nd Century's Board of Directors," said James W. Cornell, chairman of the Board of 22nd Century Group. "As a highly respected financial professional, Nora's experience, contacts, and public market insights will be invaluable to our Company." About 22nd Century Clarence, New York-based 22nd Century Group, Inc., through its wholly-owned subsidiary, 22nd Century Ltd, is a plant biotechnology company using technology that allows for the level of nicotine and other nicotinic alkaloids (e.g., nornicotine, anatabine and anabasine) in tobacco plants to be decreased or increased through genetic engineering and plant breeding. 22nd Century reported a net loss of $15.6 million on $529,000 of revenue for the year ended Dec. 31, 2014, compared to a net loss of $26.2 million on $7.27 million of revenue during the prior year. 544 SAN ANTONIO: California Property Declared as "SARE" ------------------------------------------------------- Judge Thomas B. Donovan of the U.S. Bankruptcy Court Central District of California, Los Angeles Division, issued an order determining that 544 San Antonio Road LLC's property in Mountain View, California is a "single asset real estate" within the meaning of Section 101(51B) of the Bankruptcy Code. The order came following the request of Preferred Bank, a beneficiary of a first-priority deed of trust on real property of 544 San Antonio Road LLC, for an order determining that the Debtor's property -- -- commonly known as 544-554 San Antonio Road, in Mountain View, California -- is a "single asset real estate" within the meaning of Section 101(51B) and that the property is therefore subject to the conditions of Section 362(d)(3). The Bank's counsel, Christopher D. Crowell, Esq., at Frandzel Robins Bloom & Csato, L.C., in Los Angeles, California, pointed out that the Debtor's schedules of assets and liabilities demonstrate without question that the Property is a "single asset real estate" within the meaning of Section 101(51B). Mr. Crowell said courts apply a three part test to determine whether real property fits the definition of "single asset real estate" and the subject property is clearly a single, contiguous property, which generates all of the Debtor's income, and there is no indication that the Debtor is conducting any business on the Property other than renting the Property to, and collecting rents from, Cloud Car, Inc. The Bank is represented by: Michael Gerard Fletcher, Esq. Christopher D. Crowell, Esq. FRANDZEL ROBINS BLOOM & CSATO, L.C. 6500 Wilshire Boulevard, Seventeenth Floor Los Angeles, CA 90048-4920 Tel: (323) 852-1000 Fax: (323) 651-2577 Email: mfletcher@frandzel.com ccrowell@frandzel.com About 544 San Antonio 544 San Antonio Road filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 15-13570) in Los Angeles, California, on March 9, 2015. The petition was signed by Benjamin Kirk as manager. David B Golubchik, Esq., at Levene Neale Bender Rankin & Brill LLP, in Los Angeles, serves as the Debtor's counsel. The Debtor disclosed $14,000,280 in assets and $12,451,354 in liabilities as of the Chapter 11 filing. No committee of unsecured creditors has been formed, and no trustee has been appointed. ABL INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: ABL Industries, LLC P.O. Box 850 Scott, LA 70583 Case No.: 15-50624 Chapter 11 Petition Date: May 21, 2015 Court: United States Bankruptcy Court Western District of Louisiana (Lafayette) Judge: Hon. Robert Summerhays Debtor's Counsel: H. Kent Aguillard, Esq. P.O. Drawer 391 Eunice, LA 70535 Tel: (337) 457-9331 Email: kaguillard@yhalaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lenora Krielow, president/CEO. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/lawb15-50624.pdf AC I INV MANAHAWKIN: Seeks June 20 Extension of Plan Filing Date ---------------------------------------------------------------- AC I Inv Manahawkin LLC and AC I Manahawkin Mezz LLC ask the U.S. Bankruptcy Court for the Southern District of New York to further extend the time within which the Debtors have the exclusive right to file a plan of reorganization through and including June 30, 2015, and the time within which they have the exclusive right to solicit acceptances of that plan through and including August 31, 2015. The Debtors had previously filed three similar motions requesting the extension of their Exclusive Periods. A. Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C., in New York, relates that contemporaneously with the filing of the extension motion, LLC has filed its plan of liquidation, which provides that LLC will pay its allowed creditors' claims in full with any remaining proceeds flowing towards its equity holder -- Mezz. A substantial amount of funds is expected to flow to Mezz. However, the sale of the Property has not closed and the proceeds have yet to be turned over to LLC. Additionally, there are still certain claims against LLC that remain potentially in dispute that have to be resolved or objected to, and thus will affect the distribution to Mezz. Mr. Greene further relates that with funding from the distribution from the LLC Plan, Mezz intends to file its own plan of liquidation to make payments to its allowed creditors. Because the sale of the Property has yet to close and the distribution to Mezz has not been fully realized, and without knowing how much money is to be distributed, neither Mezz nor Inv are in a position to file plans in their cases, Mr. Greene tells the Court. However, Inv and Mezz do not anticipate that these will be complicated plans, but submit waiting for proceeds of the sale to be distributed to LLC and then to Mezz is an appropriate exercise of their business judgment. Accordingly, Inv and Mezz are only asking for a modest 60 day extension of the Exclusivity Period and 90 day extension for the Acceptance Period in order to allow for the sale of the Property to close and for proceeds to be distributed to Mezz via the LLC Plan. Mr. Greene asserts that in light of the instant facts and circumstances and in order to provide the Debtors with sufficient time to formulate their plans of liquidation, if any, that good cause exists to extend the Exclusive Periods. The Debtors believe that the requested extensions will promote the orderly liquidation of their estates without the need to devote unnecessary time, money and energy to defending against or responding to a competing plan. The Debtors are represented by: A. Mitchell Greene, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C. 875 Third Avenue New York, NY 10022 Tel: (212) 603-6399 Fax: (212) 956-2164 Email:amg@robinsonbrog.com About AC I Inv AC I Inv Manahawkin LLC, AC I Manahawkin Mezz LLC and AC I Manahawkin LLC filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Case Nos. 14-22791, 14-22792 and 14-22793) on June 4, 2014. The petitions were signed by David Goldwasser, of GC Realty Advisors LLC, managing member. The Debtors estimated assets of $50 million to $100 million and debts of $0 to $50 million. Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as the Debtors' counsel. Judge Robert D. Drain presides over the cases. Affiliates of AC I Inv., et al., have pending bankruptcy cases before Judge Drain. NY Affordable Housing Albany Assocs. LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 13-20007) on July 26, 2013. First Bronx LLC sought bankruptcy protection (Bankr. S.D.N.Y. Case NO. 14-22047) on Jan. 13, 2014. Ollie Allen Holding Company LLC sought bankruptcy (Case NO. 14-22204) on Feb. 18, 2014. U.S. Trustee was unable to form an official unsecured creditors' committee. ALEXZA PHARMACEUTICALS: Eliminates Chief Operations Officer Post ---------------------------------------------------------------- Alexza Pharmaceuticals, Inc., disclosed with the Securities and Exchange Commission that Robert A. Lippe's employment with the Company would be ending effective as of June 12, 2015. Mr. Lippe is currently the Company's executive vice president, operations and chief operations officer. "Mr. Lippe's position with the Company was eliminated in conjunction with the Company's revised commercial production strategy and his resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices, or regarding the general direction of the Company," according to the filing. Mr. Lippe has entered into a release agreement with the Company pursuant which Mr. Lippe will receive, in exchange for a release of claims, severance compensation of (i) four months pro rated salary, to be paid in one lump sum of $129,200, subject to deductions and withholdings (ii) payment of the monthly stipend as described in Mr. Lippe's amended offer letter, to be paid in one lump sum of $186,517, subject to deductions and withholdings, and (iii) payment of Mr. Lippe's health insurance continuation premiums until the earlier of Oct. 31, 2015, or the date which Mr. Lippe qualifies for similar benefits from a new employer. About Alexza Mountain View, California-based Alexza Pharmaceuticals, Inc., was incorporated in the state of Delaware on Dec. 19, 2000, as FaxMed, Inc. In June 2001, the Company changed its name to Alexza Corporation and in December 2001 became Alexza Molecular Delivery Corporation. In July 2005, the Company changed its name to Alexza Pharmaceuticals, Inc. The Company is a pharmaceutical development company focused on the research, development, and commercialization of novel proprietary products for the acute treatment of central nervous system conditions. Alexza Pharmaceuticals reported a net loss of $36.7 million in 2014 compared to a net loss of $39.6 million in 2013. As of March 31, 2015, the Company had $43.2 million in total assets, $94.8 million in total liabilities, and a $51.7 million total stockholders' deficit. Ernst & Young LLP, in Redwood City, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. ALLIED NEVADA: WK Mining Wants Court to Clarify DIP Order --------------------------------------------------------- WK Mining (USA) Ltd. asks the Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware to reconsider paragraph 16 of the final DIP order in the Chapter 11 case of Allied Nevada Gold Corp. and its debtor-affiliates. Paragraph 16 of the final DIP Order states the following: "16. Landlord Agreements. Any provision of any lease or . . . license, contract or other agreement that requires . . . the consent or approval of one or more landlords or other parties . . . in order for any Debtors to . . . grant, sell, assign, or otherwise transfer any such leasehold interest, or the proceeds thereof . . . is hereby deemed unenforceable and shall have no force and effect with respect to the transactions granting post-petition liens in such leasehold interest or the proceeds of any assignment and/or sale thereof by any Debtor . . ." WK Mining wants the Court to clarify that provision does not preclude it from asserting its purchase and sale agreement with certain debtor entities is not an executory contract, and is not assignable. According to court documents, WK Mining is the owner of a mining exploration property in Nevada, described generally as the "Hasbrouck and Three Hills Mine". Its purchase of that property from debtors Allied VNC, Inc. and Hasbrouck Production Company, Inc., pursuant to a certain purchase and sale agreement was consummated on or about April 22, 2014. Under the WK Agreement, the selling Debtors retained a right to hold a 25% interest in an LLC to be formed by WK Mining to operate the Hasbrouck Mine. For a fixed additional payment of $10 million, WK Mining can acquire that interest. The selling Debtors may accept the $10 million payment or retain their 25% interest in the LLC. The WK Agreement contains an anti-assignment clause and, WK Mining maintains, it is non-assignable under applicable nonbankruptcy law. A hearing is set for June 18, 2015 at 10:30 a.m., to consider WK Mining's request. Objections, if any, are due June 4, 2015 at 4:00 p.m. About Allied Nevada Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a publicly traded U.S.-based gold and silver producer engaged in mining, developing and exploring properties in the State of Nevada. ANV's common stock traded on the NYSE and the TSX. ANV was spun off from Vista Gold Corp. in 2006 and began operations in May 2007. Nevada-based mining properties acquired from Vista include the Hycroft Mine, an open-pit heap leach operation located 54 miles west of Winnemucca, Nevada. ANV controls 75 exploration properties throughout Nevada as of Dec. 31, 2014. On March 10, 2015, ANV and 13 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Debtors have requested that their cases be jointly administered under Case No. 15-10503. The cases are assigned to Judge Mary F. Walrath. The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer & Feld LLP as attorneys, FTI Consulting Inc. as financial advisor, Moelis & Company as financial advisor, and Prime Clerk LLC as claims and noticing agent. ANV disclosed $941 million in total assets and $664 million in total debt as of Dec. 31, 2014. Andrew R. Vara, Acting United States Trustee for Region 3, appointed these persons to the Committee of Equity Security Holders in connection with the case of debtor Allied Nevada Gold Corp. ALLY FINANCIAL: Announces Final Results of Cash Tender Offer ------------------------------------------------------------ Ally Financial Inc. announced the final results of its offer to purchase up to 13,000,000 shares of its outstanding Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A for $26.65 per Series A Share, which expired at 11:59 p.m., New York City time, on May 20, 2015. The Series A Shares are listed on the New York Stock Exchange under the symbol "ALLY PRB." The CUSIP number for the Series A Shares is 02005N308. Based on the final count by Global Bondholder Services Corporation, the depositary and information agent for the Offer, a total of 22,298,326 Series A Shares were validly tendered and not validly withdrawn. Ally also announced that it intends to accept for purchase 13,000,000 Series A Shares for an aggregate cost of $346,450,000, excluding fees and expenses relating to the Offer. As more than 13,000,000 Series A Shares were tendered at the Offer Price, Ally accepted for purchase only a prorated portion of the Series A Shares tendered by each tendering shareholder, except for fractional shares, which were not accepted, as described in Ally's Offer to Purchase dated April 23, 2015, as amended and supplemented from time to time. Based on the final count, without including fractional shares as described in the Offer to Purchase, the Depositary has informed Ally that the proration factor for the Offer is approximately 58.3% of the Series A Shares validly tendered and not validly withdrawn. The Series A Shares accepted for purchase in the Offer represent approximately 31.8% of the total number of Series A Shares issued and outstanding as of March 31, 2015. Based on these numbers, and following settlement of the Offer, Ally will have 27,870,560 Series A Shares issued and outstanding. Series A Shares tendered in the Offer that have not been accepted for purchase due to proration will be promptly returned to the tendering holders. Ally expects to pay for the Series A Shares accepted for purchase pursuant to the Offer on May 22, 2015. Citigroup and Deutsche Bank Securities acted as the dealer managers in the Offer. 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. AMERICAN APPAREL: Amends Previously Filed Report with SEC --------------------------------------------------------- American Apparel, Inc., filed with the Securities and Exchange Commission a Form 8-K to correct a March 18, 2015, filing with the SEC. As previously reported, 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. The report was corrected to read, "The first nominee is Adrian Kowalewski, who served in various executive positions at the Company under Dov Charney from 2006 to 2011, including as Chief Financial Officer from 2008 to 2011, and as a director of the Company from 2007 to 2011." 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 POWER: Reports Second Quarter Fiscal 2015 Results ---------------------------------------------------------- American Power Group Corporation announced results for the three and six months ending March 31, 2015. Lyle Jensen, American Power Group Corporation's chief executive officer stated, "The unexpected quick drop in global oil and diesel prices has caused a short-term disruption to APG's historic revenue streams. However, we are fortunate to have developed a dual fuel natural gas technology that continues to achieve new approvals and endorsements in both domestic and international niche markets that are not as price sensitive to diesel. We have seen the rate of idled rigs slow significantly in the past few weeks and we have begun to receive new orders for FY Q3/Q4 delivery as the industry looks for cost savings on the existing rigs remaining in operation. During April, crude oil prices rose 24% over the FY Q2 low and the Government’s Energy Information Administration (EIA) reported that diesel prices are expected to see their low price point in May and then experience a steady rise to an average price over $3.25/gallon in CY 2016 which is a 30% increase over the low point this past quarter." FOr the three months ended March 31, 2015, the Company reported a net loss available to common stockholders of $193,000 on $474,000 of net sales compared to a net loss available to common stockholders of $9.92 million on $1.25 million of net sales for the same period in 2014. For the six months ended March 31, 2015, the Company reported net income available to common stockholders of $2.77 million on $1.53 million of net sales compared to a net loss available to common stockholders of $10.66 million on $3.1 million of net sales for the same period last year. As of March 31, 2015, the Company had $7.76 million in total assets, $5.37 million in total liabilities and $2.39 million in stockholders' equity. A full-text copy of the press release is available for free at: http://is.gd/wbsGTM Non-Reliance on Previously Issued Financial Statements On May 19, 2015, the Audit Committee of the Board of Directors of American Power Group Corporation, after consultation with and upon the recommendation of management after review with the Company's independent accountants, concluded that the Company's previously issued audited financial statements as of and for the fiscal year ended Sept. 30, 2014, as presented in the Company's Annual Report on Form 10-K for that fiscal year, and the previously issued unaudited financial statements for the interim periods ended Dec. 31, 2013, March 31, 2014, June 30, 2014, and Dec. 31, 2014, as presented in the Company's Current Reports on Form 10-Q for those fiscal periods, should no longer be relied upon. The Company will file restatements of these financial statements as soon as practicable. The following discussion describes the adjustments that will be made in the Company's restated financial statements. "The warrants issued in connection with our 10% Convertible Preferred Stock contain anti-dilution adjustment provisions that protect the holders from the dilutive effects of subsequent issuances of our Common Stock at prices below the warrants' exercise prices. These provisions, however unlikely to be triggered, could result in downward adjustments of the exercise prices of the warrants and, therefore, increases in the number of shares of our Common Stock issuable upon their exercise. In October 2012, the Financial Accounting Standards Board issued ASU 2012-04, Technical Corrections and Improvements, which contained technical corrections to guidance on which we had previously relied in forming our initial conclusions regarding the accounting for warrants containing these anti-dilution protections. Based upon our extensive review of ASU 2012-04, we have now concluded that these warrants did not meet the criteria for classification as equity, as previously recorded, and must be recorded as a liability, with the value of the warrants recorded at fair value on the transition/effective date, and subsequent changes in fair value recorded in earnings on a quarterly basis. Based on transition guidance provided, we determined our effective/transition date for implementation of ASU 2012-04 to be October 1, 2013." About American Power Group American Power Group's alternative energy subsidiary, American Power Group, Inc., provides a cost-effective patented Turbocharged Natural Gas conversion technology for vehicular, stationary and off-road mobile diesel engines. American Power Group's dual fuel technology is a unique non-invasive energy enhancement system that converts existing diesel engines into more efficient and environmentally friendly engines that have the flexibility to run on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and compressed natural gas; (3) diesel fuel and pipeline or well-head gas; and (4) diesel fuel and bio-methane, with the flexibility to return to 100 percent diesel fuel operation at any time. The proprietary technology seamlessly displaces up to 80% of the normal diesel fuel consumption with the average displacement ranging from 40 percent to 65 percent. The energized fuel balance is maintained with a proprietary read-only electronic controller system ensuring the engines operate at original equipment manufacturers' specified temperatures and pressures. Installation on a wide variety of engine models and end-market applications require no engine modifications unlike the more expensive invasive fuel-injected systems in the market. Additional information at http://www.americanpowergroupinc.com/ American Power reported a net loss available to common stockholders of $3.25 million on $6.28 million of net sales for the year ended Sept. 30, 2014, compared with a net loss available to common stockholders of $2.92 million on $7.01 million of net sales for the year ended Sept. 30, 2013. AMPLIPHI BIOSCIENCES: Provides Corporate Update and Q1 Results -------------------------------------------------------------- AmpliPhi BioSciences Corporation provided a corporate update and announced financial results for the first quarter ended March 31, 2015. Corporate Update * Completed $13 million private placement of common stock from existing and new investors, including strategic alliance partner Intrexon. * Appointed industry veteran M. Scott Salka as the new chief executive officer. * Granted European patent for proprietary bacteriophage preparations for use in combination with antibiotics for the treatment of biofilm related infections caused by the bacterium Pseudomonas aeruginosa. * Advanced plans to report nebulizer qualification study data from the AmpliPhage-001 program for treating Pseudomonas aeruginosa in mild to moderate cystic fibrosis patients at an upcoming scientific congress. * Progressed plans to commence clinical trials at the Walter Reed Clinical Trial Center in the second half of 2015 for AmpliPhage-002, for treating multi-drug resistant strains of Staphylococcus aureus. * Continued collaboration with Intrexon to focus on AmpliPhage- 001 and AmpliPhage-004 (for Clostridium difficile). * Confirmed the Company remains on track for a major national stock exchange listing following recent improvements to corporate balance sheet. Reflecting on the progress made to date in 2015, Jeremy Curnock Cook, Chairman of AmpliPhi said, "Over the past few months, AmpliPhi has made a number of significant advancements in reinforcing our foundation, through new appointments to the executive leadership team, continued positive progress with our planned clinical trial programs and securing critical intellectual property that will protect our platform technologies. AmpliPhi is well-positioned to move forward with plans to further establish itself as the leading phage company in the world, and I am encouraged by the exciting prospects for the year ahead." First Quarter 2015 Financial Results: As a result of the $13 million financing, the Company has significantly improved it overall liquidity and balance sheet strength in preparation for both executing on its R&D activities and preparing for an anticipated listing on a major national stock exchange. * Total revenue, consisting of legacy AAV-1 licensing maintenance fees, for the first quarter of 2015 was $102,000. This compared to total revenue of $104,000 in the same quarter last year. * First quarter 2015 R&D expenses totaled $972,000, down 3.9% from $1,011,000 for the same period of 2014, as the Company continues preparations for its upcoming clinical studies for AmpliPhage-002, which are expected to commence in the second half of 2015. * First quarter 2015 G&A expenses totaled $1,397,000, down 14.1% from $1,627,000 in the first quarter of 2014. * Net loss from operations for the first quarter 2015 was $2,267,000, down 10.5% from $2,534,000 in the same period of 2014. * Cash and cash equivalents as of March 31, 2015, totaled $16.6 million, reflecting the net proceeds from the Company's March 2015 financing. * On May 8, 2015, the Company negotiated and executed an amendment with holders representing more than two- thirds of its June 2013, July 2013, and December 2013 warrants to eliminate certain down-round price protection features included in these warrants agreements. As a result of this amendment and subject to the Company authorizing sufficient shares of common stock to allow for their exercise, the June 2013, July 2013 and December 2013 warrants will be reclassified from liability instruments to equity instruments. * The Company anticipates its current financial resources will provide sufficient cash to fund operations through several milestones, which include the commencement and completion of the AmpliPhage-002 clinical trial being conducted at Walter Reed Clinical Trial Center. "With a significantly improved balance sheet, AmpliPhi remains in a favorable position to continue our development of novel bacteriophage-based therapies to address the growing global epidemic of treatment-resistant bacteria," said M. Scott Salka, CEO of AmpliPhi. "Furthermore, through a combination of a strong product pipeline, established intellectual property protection and existing collaborations with world-class research institutions, I am confident that AmpliPhi will continue this trend of positive momentum to help meet our near and long-term goals." The Company is planning to provide a mid-year corporate update via live conference call and webcast during its upcoming Annual Shareholder's Meeting on June 30, 2015 in Washington, D.C. About AmpliPhi AmpliPhi Biosciences Corp. is a biopharmaceutical company that develops bacteriophage-based therapeutics. It also develops an internally generated pipeline of naturally occurring viruses called bacteriophage (Phage) for the treatment of bacterial infection, such as drug-resistant strains of bacteria that are commonly found in the hospital setting. The company's Phage discovery also focuses on acute & chronic lung, sinus and gastrointestinal infections. AmpliPhi Biosciences was founded in March 1989 and is headquartered in Glen Allen, Virginia. The Company reported a net loss of $57.6 million on $325,000 of total revenue for the year ended Dec. 31, 2013, compared with a net loss of $1.11 million on $664,000 of total revenue in 2012. As of March 31, 2015, the Company had $38.6 million in total assets, $39.35 million in total liabilities, $2.32 million in series B redeemable convertible preferred stock, and a $3.07 million stockholders' deficit. PBMares, LLP, in Richmond, Virginia, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has had recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. ANDALAY SOLAR: Incurs $825,000 Net Loss in First Quarter -------------------------------------------------------- Andalay Solar, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common stockholders $825,000 on $275,000 of net revenue for the three months ended March 31, 2015, compared to a net loss attributable to common stockholders of $84,400 on $142,000 of net revenue for the same period last year. As of March 31, 2015, the Company had $2.55 million in total assets, $4.68 million in total liabilities and a $2.12 million total stockholders' deficit. "We currently face challenges meeting the working capital needs of our business. Our primary requirements for working capital are to fund purchases for solar panels and microinverters, and to cover our payroll and lease expenses. We have incurred net losses and negative cash flows from operations for the three months ended March 31, 2015 and for each of the years ended December 31, 2014 and 2013. During recent years, we have undertaken several equity and debt financing transactions to provide the capital needed to sustain our business. We have dramatically reduced our headcount and other variable expenses. As of March 31, 2015, we had approximately $135,000 in cash on hand. We intend to address ongoing working capital needs through sales of remaining inventory, along with raising additional debt and equity financing. Our revenue levels remain difficult to predict, and as we anticipate we will continue to sustain losses in the near term, we cannot assure investors that we will be successful in reaching break-even," the Company said in the report. A full-text copy of the Form 10-Q is available for free at: http://is.gd/HLa1EC About Andalay Solar Founded in 2001, Andalay Solar, Inc., formerly Westinghouse Solar, Inc., is a provider of innovative solar power systems. In 2007, the Company pioneered the concept of integrating the racking, wiring and grounding directly into the solar panel. This revolutionary solar panel, branded "Andalay", quickly won industry acclaim. In 2009, the Company again broke new ground with the first integrated AC solar panel, reducing the number of components for a rooftop solar installation by approximately 80 percent and lowering labor costs by approximately 50 percent. This AC panel, which won the 2009 Popular Mechanics Breakthrough Award, has become the industry's most widely installed AC solar panel. A new generation of products named "Instant Connect" was introduced in 2012 and is expected to achieve even greater market acceptance. For the year ended Dec. 31, 2014, the Company incurred a net loss attributable to common stockholders of $1.87 million on $1.28 million of net revenue compared to a net loss attributable to common stockholders of $3.85 million on $1.12 million of net revenue in 2013. Burr Pilger Mayer, Inc., in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's significant operating losses and negative cash flow from operations raise substantial doubt about its ability to continue as a going concern. APPLIED MINERALS: Has Secondary Offering of 40.9M Shares -------------------------------------------------------- Applied Minerals, Inc. filed with the Securities and Exchange Commission a Form S-1 registration statement relating to the offer and sale, from time to time, by Samlyn Offshore Masterfund Ltd, IBS Turnaround Fund (A Limited Partnership), Koyote Capital, et al., of up to 40,931,093 shares of common stock, par value $.001 issuable on conversion of 10% PIK-Election Convertible Notes due 2018 issued on Nov. 3, 2014. Although the Company will incur expenses in connection with the registration of the Shares offered under this prospectus, the Company will not receive any proceeds from the sale of the shares of Common Stock by the Selling Stockholders. The Company's Common Stock is quoted on the OTCBB under the symbol "AMNL." On Feb. 13, 2015, the closing bid quotation of the Company's Common Stock was $0.65. A full-text copy of the prospectus is available for free at: http://is.gd/Ziy1YV About Applied Minerals New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a leading global producer of halloysite clay used in the development of advanced polymer, catalytic, environmental remediation, and controlled release applications. The Company operates the Dragon Mine located in Juab County, Utah, the only commercial source of halloysite clay in the western hemisphere. Halloysite is an aluminosilicate clay that forms naturally occurring nanotubes. Applied Minerals reported a net loss of $10.3 million in 2014, a net loss of $13.06 million in 2013 and a net loss of $9.73 million in 2012. As of Dec. 31, 2014, the Company had $18.5 million in total assets, $26 million in total liabilities, and a $7.51 million total stockholders' deficit. ARCH COAL INC.: Bank Debt Trades at 29% Off ------------------------------------------- Participations in a syndicated loan under which Arch Coal Inc. is a borrower traded in the secondary market at 70.79 cents-on-the- dollar during the week ended Friday, May 22, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.66 percentage points from the previous week, The Journal relates. Arch Coal Inc. pays 500 basis points above LIBOR to borrow under the facility. The bank loan matures on May 17, 2018, and carries Moody's Caa1 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 278 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. ATKINS NUTRITIONALS: S&P Raises CCR to 'B', Outlook Stable ---------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Denver, Colo.-based Atkins Nutritionals Holdings II Inc. to 'B' from 'B-'. The outlook is stable. At the same time, S&P raised its issue-level ratings on Atkins' $255 million first-lien term loan due 2019 and $20 million first lien revolver due 2018 to 'B+' (one notch above the corporate credit rating) from 'B-'. Additionally, S&P has revised the recovery rating to '2', indicating its belief that lenders could expect substantial (70%-90%) recovery, in the lower half of the range, in the event of payment default, from '3'. S&P also raised the issue-level rating on the company's $100 million second-lien term loan due 2019 to 'CCC+' from 'CCC'. The recovery rating on the second lien remains '6', indicating S&P's expectation for negligible (0% to 10%) recovery in the event of a payment default. The one-notch upgrade reflects Atkins' improved performance and product diversification, and Standard & Poor's revised view that the company competes within the broader health and wellness categories, as compared with only the diet and low-carbohydrate categories. Although the company continues to have some exposure to "fad diet" risk and changing consumer tastes preferences, it has diversified its product offerings and participates in large, growing categories. The company's sales and EBITDA have more than doubled since 2010. S&P believes Atkins has good consumer name recognition in the growing but highly competitive and fragmented bars and shakes categories of the health aisle. In 2012, the company launched its frozen foods category, and S&P expects it will continue to grow that business. As a result, S&P has revised its business risk profile assessment upward, to "weak" from "vulnerable". Notwithstanding the aforementioned improvements, Atkins' "weak" business risk profile still reflects its narrow product focus, exposure to diet and food trends, customer concentration, and participation in highly competitive and fragmented industries. While the company has diversified its product offering with the successful launch of frozen foods, the majority of the company's revenues still come from its bars and shakes. The company also competes with large, well-known peers focused on health and nutrition, such as Clif Bar, Ensure, and PowerBar in the bar category, and Annie's, Healthy Choice, and Lean Cuisine in frozen food. Nonetheless, S&P recognizes that Atkins benefits from its good market position as a niche provider of weight management food products. Atkins also has high customer concentration although the company does have some channel diversity, selling its products mainly to mass merchants and club, grocery, and drug retailers in the U.S. and, increasingly, in international markets. The company's increased EBITDA generation has led to an improvement in credit protection measures. For the 12 months ended March 31, 2015, S&P estimates leverage was roughly 5x and the ratio of funds from operations (FFO) to debt was roughly 10%, as compared with 7x and 14%, respectively, for the prior-year period. Still, S&P assess the company's financial risk profile as "highly leveraged" because of its substantial debt obligations and financial-sponsor ownership. S&P believes financial sponsors could influence financial governance toward shareholder-friendly decision-making, as evidenced by past leveraged dividends. S&P's stable outlook on Atkins reflects S&P's expectation that the company will maintain credit protection measures near current levels, will continue to generate good cash flow, and will not exhibit a more aggressive financial policy through large, debt-financed dividends or acquisitions during the next 12 months. ATLANTIC CITY, NJ: Bond Offering Attacts Hedge Funds as Buyers -------------------------------------------------------------- Lisa Allen, writing for The Deal, reported that the City of Atlantic City, N.J., attracted a contingent of hedge fund investors to its latest bond offering as it works to restructure its obligations and operations in an effort to avoid filing for bankruptcy. According to the report, Atlantic City's revenue and finance director, Michael Stinson, said that the city has completed a $40.56 million bond offering through a negotiated sale with six or seven investors, including some hedge funds that he declined to name. The city sold taxable general obligation term bonds, one set of which matures in 2040 and has a 7.5% coupon, and another which matures in 2028 and has a 7% coupon, the report related. * * * The Troubled Company Reporter, on Jan. 23, 2015, citing the Associated Press reported that New Jersey Gov. Chris Christie named an emergency manager for Atlantic City, leaving the door open for the seaside gambling resort to file for bankruptcy if it can't get its finances under control. The Republican governor and likely presidential candidate appointed a corporate turnaround specialist as the city's emergency manager, and tabbed the man who led Detroit through its municipal bankruptcy as his assistant, the AP said. The Troubled Company Reporter, on May 5, 2015, reported that Standard & Poor's Ratings Services' 'BB' rating on Atlantic City, N.J.'s general obligation (GO) debt remains on CreditWatch, where it had been placed with negative implications on Jan. 27, 2015. In S&P's view, the city is unlikely to pursue bankruptcy as an immediate course of action. On Jan. 29, the TCR reported that Standard & Poor's Ratings Services has lowered its general obligation rating on Atlantic City, N.J., four notches to 'BB' from 'BBB+' and placed it on CreditWatch with negative implications. The day before, the TCR reported that Moody's Investors Service downgraded Atlantic City's GO debt to Caa1 with a negative outlook from Ba1, and on Jan. 27, the TCR said Moody's has downgraded Atlantic City Municipal Utilities Authority's (NJ) water revenue debt to B2 from Ba1, and assigned a negative outlook. BERRY PLASTICS: Has Tender Offer for 9.75% Second Priority Notes ---------------------------------------------------------------- Berry Plastics Group, Inc., announced the launch on May 21, 2015, by Berry Plastics Corporation, Berry Group's wholly owned subsidiary, of a cash tender offer and consent solicitation with respect to any and all of the Issuer's outstanding 9.75 percent Second Priority Senior Secured Notes due 2021 issued under an indenture dated as of Nov. 19, 2010. CUSIP: 085790AW3 Outstanding $800,000,000 Principal Amount: Security: 9.75% Second Priority Senior Secured Notes due 2021 Consent Date: 5:00 p.m., New York, City time, June 4, 2015 Tender Offer $1,072.50 Consideration: Consent $30.00 Payment: Total $1,102.50 Consideration: In connection with the tender offer, the Issuer is soliciting the consents of the holders of the Notes to proposed amendments to the Indenture. The principal purpose of the consent solicitation and the Proposed Amendments is to eliminate substantially all of the restrictive covenants, eliminate or modify certain events of default and eliminate or modify related provisions contained in the Indenture. In order for the Proposed Amendments to be effective, holders of at least a majority of the outstanding aggregate principal amount of the Notes must consent to the Proposed Amendments. Holders who tender Notes are obligated to consent to the Proposed Amendments and holders may not deliver consents without tendering the related Notes. Each holder who validly tenders its Notes and delivers consents to the Proposed Amendments prior to 5:00 p.m., New York City time, on June 4, 2015, unless such time is extended by the Issuer, will receive, if those Notes are accepted for purchase pursuant to the tender offer, the total consideration of $1,102.50, which includes $1,072.50 as the tender offer consideration and $30.00 as a consent payment. In addition, accrued interest up to, but not including, the applicable payment date of the Notes will be paid in cash on all validly tendered and accepted Notes. The tender offer is scheduled to expire at midnight, New York City time, on June 18, 2015, unless extended. Tendered Notes may be withdrawn and consents may be revoked at any time prior to the Consent Date but not thereafter, subject to limited exceptions. Holders who validly tender their Notes and deliver their consents after the Consent Date will receive only the tender offer consideration and will not be entitled to receive a consent payment if those Notes are accepted for purchase pursuant to the tender offer. The Issuer reserves the right, at any time or times following the Consent Date but prior to the Expiration Date, to accept for purchase all the Notes validly tendered prior to the Early Acceptance Time. If the Issuer elects to exercise this option, it will pay the total consideration for the Notes accepted for purchase at the Early Acceptance Time on such date or dates promptly following the Early Acceptance Time. Also on the Early Payment Date, the Issuer will pay accrued and unpaid interest up to, but not including, the Early Payment Date on the Notes accepted for purchase at the Early Acceptance Time. The Issuer currently expects that the Early Payment Date will be June 5, 2015. Subject to the terms and conditions of the tender offer and the consent solicitation, the Issuer will, at such time or times after the Expiration Date, accept for purchase all the Notes validly tendered prior to the Expiration Date (or if the Issuer has exercised its early purchase option described above, all the Notes validly tendered after the Early Acceptance Time and prior to the Expiration Date). The Issuer will pay the total consideration or tender offer consideration for the Notes accepted for purchase at the Final Acceptance Time on such date or dates promptly following the Final Acceptance Time. Also on the Final Payment Date, the Issuer will pay accrued and unpaid interest up to, but not including, the Final Payment Date on the Notes accepted for purchase at the Final Acceptance Time. The Issuer currently expects that the Final Payment Date will be June 19, 2015. The consummation of the tender offer and the consent solicitation is conditioned upon, among other things, (i) the issuance of an aggregate principal amount of new second priority senior secured notes acceptable to the Issuer in its sole discretion, with terms (including economic terms) acceptable to the Issuer in its sole discretion, to permit the closing of the tender offer, consent solicitation, redemption of the Notes, if required, and related transactions, and the availability of proceeds from the issuance of the new notes necessary to pay the applicable total consideration and interest to the Early Payment Date or the Final Payment Date, as the case may be, for validly tendered Notes and/or to redeem Notes, if required (including any applicable premiums and fees and expenses), and (ii) the receipt of the consents of holders of at least a majority of the outstanding aggregate principal amount of the Notes to the Proposed Amendments, and the execution of the supplemental indenture giving effect to the Proposed Amendments. Global Bondholder Services Corporation will act as the Information Agent for the tender offer and consent solicitation. Requests for the Offer Documents may be directed to Global Bondholder Services Corporation at 212-430-3774 (for brokers and banks) or (866) 470-4300 (for all others). About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At Jan. 2, 2010, the Company had more than 80 production and manufacturing facilities, primarily located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P., and Graham Partners. Berry, through its wholly owned subsidiaries operates five reporting segments: Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings and Specialty Films. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of the capital stock of Pliant upon Pliant's emergence from reorganization pursuant to a proceeding under Chapter 11 for a purchase price of $602.7 million. Pliant is a manufacturer of films and flexible packaging for food, personal care, medical, agricultural and industrial applications. As of March 28, 2015, the Company had $5.21 billion in total assets, $5.28 billion in total liabilities, and a $86 million total stockholders' deficit. * * * As reported by the TCR on Jan. 30, 2015, Moody's Investors Service upgraded the corporate family rating of Berry Plastics to 'B1' from 'B2'. The upgrade of the corporate family rating reflects the pro-forma benefits from the recent restructuring and acquisitions. BERRY PLASTICS: Plans to Offer $700 Million Priority Notes ---------------------------------------------------------- Berry Plastics Group, Inc. announced Berry Plastics Corporation, its wholly owned subsidiary, intends to offer for sale in an underwritten public offering $700 million of second priority senior secured notes due 2023 pursuant to a shelf registration statement filed with the Securities and Exchange Commission. The Issuer intends to use the net proceeds from the offering to fund its previously announced cash tender offer and related consent solicitation for certain of its outstanding notes. The closing of the Tender Offer and related consent solicitation remain subject to the satisfaction of the terms and conditions of such Tender Offer. Interest on the Notes are payable semiannually on January 15 and July 15, commencing Jan. 15, 2016. The Notes will be offered pursuant to an effective shelf registration statement of Berry Group and the Issuer under the Securities Act of 1933, as amended. The Notes offering will be made solely by means of a separate prospectus supplement and accompanying prospectus. A copy of the preliminary prospectus supplement and accompanying prospectus relating to the Notes offering can be obtained from: Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue Edgewood, New York 11717, email: prospectus@citi.com or phone: 1-800-831-9146. Potential investors should first read the applicable prospectus supplement and accompanying prospectus, the registration statement and the other documents filed with the Commission in connection with the Notes offering. A copy of the prospectus supplement and accompanying base prospectus may also be obtained without charge by visiting the Commission’s website at www.sec.gov. Underwriters: Citigroup Global Markets Inc. Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Deutsche Bank Securities Inc. Goldman, Sachs & Co. Wells Fargo Securities, LLC BMO Capital Markets Corp. Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC U.S. Bancorp Investments, Inc. A full-text copy of the free writing prospectus is available at: http://is.gd/FOnlUm About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At Jan. 2, 2010, the Company had more than 80 production and manufacturing facilities, primarily located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P., and Graham Partners. Berry, through its wholly owned subsidiaries operates five reporting segments: Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings and Specialty Films. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of the capital stock of Pliant upon Pliant's emergence from reorganization pursuant to a proceeding under Chapter 11 for a purchase price of $602.7 million. Pliant is a manufacturer of films and flexible packaging for food, personal care, medical, agricultural and industrial applications. As of March 28, 2015, the Company had $5.21 billion in total assets, $5.28 billion in total liabilities, and a $86 million total stockholders' deficit. * * * As reported by the TCR on Jan. 30, 2015, Moody's Investors Service upgraded the corporate family rating of Berry Plastics to 'B1' from 'B2'. The upgrade of the corporate family rating reflects the pro-forma benefits from the recent restructuring and acquisitions. BERRY PLASTICS: S&P Affirms 'B+' Corp. Credit Rating ---------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating and all other existing ratings on Evansville, Ind.-based plastic packaging producer Berry Plastics Corp. The outlook is stable. S&P also assigned a 'B-' issue-level rating and '6' recovery rating to the proposed $700 million second-priority senior secured notes due 2023. The '6' recovery rating indicates S&P's expectation of a negligible (0% to 10%) recovery in the event of a payment default. "Our ratings on Berry reflect the company's 'aggressive' financial risk profile, 'fair' business risk profile, and 'adequate' liquidity, as defined in our criteria," said Standard & Poor's credit analyst James Siahaan. "The ratings also incorporate our expectation of modestly improving volumes, manageable raw materials costs, ongoing cost-reduction efforts, positive free cash generation, and leverage improvement of about 0.5x annually for the next few years," said Mr. Siahaan. The stable outlook reflects gradually improving operating trends and deleveraging at about 0.5x annually, which should continue to support the aggressive financial risk profile during the next year. During this period, S&P anticipates that Berry will continue to undertake small bolt-on acquisitions as a part of its growth strategy while maintaining its aggressive financial risk profile. The stable outlook also reflects the maintenance of "adequate" liquidity and financial policies consistent with the 0.5x annual reduction in leverage. S&P could raise the ratings by one notch if adjusted debt to EBITDA decreases to about 4.5x and FFO to total adjusted debt increases to slightly over 15% and remains consistent through the business cycle. This scenario could occur if EBITDA margins increase by 200 basis points. In addition, for a higher rating, S&P would also need to be confident that future financial policy decisions related to growth, acquisitions, and shareholder rewards would remain consistent with the ratings. S&P considers a downgrade unlikely at this time, given the relative stability of most of Berry's end markets, sufficient liquidity, and S&P's view that the company will not pursue large leveraging acquisitions given its focus on de-leveraging. However, S&P could lower the rating if price competition, weaker operating results, or unexpected cash outlays related to capital expansion or shareholder rewards deplete Berry's liquidity, such that revolver availability declines significantly. In addition, S&P could lower the ratings if EBITDA margins weaken by 300 basis points, or if volumes decrease by 20% or more from current levels. S&P believes this would drive adjusted debt to EBITDA above 5x and FFO to adjusted debt below 10%. BON-TON STORES: Announces First Quarter Fiscal 2015 Results ----------------------------------------------------------- The Bon-Ton Stores, Inc., reported operating results for the first quarter of fiscal 2015, the 13-week period ended May 2, 2015, and reaffirmed its earnings guidance for full-year fiscal 2015. Comparable store sales increased 0.8% as compared with the prior year period. Adjusted EBITDA was $4.1 million in the first quarter of fiscal 2015, compared with $7.1 million in the first quarter of fiscal 2014. Kathryn Bufano, president and chief executive officer, commented, "While we saw top-line pressure in the first quarter, we delivered a comparable store sales increase of 0.8%, with growth in both brick and mortar and eCommerce channels, and effectively managed our expenses, leveraging expense decreases to an 80-basis-point reduction in our selling, general and administrative rate. In addition, we saw some wins in merchandising, including strength in moderate sportswear, active wear and men's furnishings, while efforts in our localization strategies continue to generate good results. Gross margin dollars and rate decreased due to increased eCommerce distribution and delivery costs and an unfavorable comparison to prior year permanent markdowns." Ms. Bufano continued, "As we move ahead, we remain focused on our initiatives -- building a compelling assortment, refocusing our brand, furthering our omnichannel capabilities and maximizing operating efficiency -- all designed to drive top-line and EBITDA growth. To that end, we are looking forward to the opening of our new eCommerce fulfillment center this fall as we believe there are opportunities for improved customer service and efficiencies that we expect will benefit our future performance. Overall, we believe that the strategies we have in place will yield improved results as we move through fiscal 2015." Bon-Ton Stores reported a net loss of $34.07 million on $610.93 million of net sales for the 13 weeks ended May 2, 2015, compared to a net loss of $31.51 million on $607.46 million of net sales for the 13 weeks ended May 3, 2014. As of May 2, 2015, the Company had $1.59 billion in total assets, $1.54 billion in total liabilities and $54.44 million in total shareholders' equity. Ms. Bufano stated, "Based on our performance in the first quarter, we expect our comparable store sales growth assumption to be 2.0% to 2.5% in fiscal 2015, and we are reaffirming our fiscal 2015 guidance of Adjusted EBITDA in a range of $150 million to $160 million, earnings per diluted share in a range of a loss of $0.25 to earnings of $0.25 and cash flow in a range of $5 million to $15 million. Our guidance does not reflect any potential impact associated with an early termination of our mortgage facilities, thereby excluding the financial effect of the make-whole provision in the agreements, which could range up to approximately $10 million." Ms. Bufano added, "Our excess borrowing capacity under our revolving credit facility was approximately $368 million at the end of the first quarter of fiscal 2015." A full-text copy of the press release is available at: http://is.gd/5AcYjj 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. BON-TON STORES: Brigade Capital Reports $5.6% Stake as of May 13 ---------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Brigade Capital Management, LP, Brigade Capital Management GP, LLC, Brigade Leveraged Capital Structures Fund Ltd. and Donald E. Morgan, III disclosed that as of May 13, 2015, they beneficially own 1,004,060 shares of common stock of The Bon-Ton Stores, Inc., which represents 5.6 percent of the shares outstanding. A copy of the regulatory filing is available at: http://is.gd/WMxuh3 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: June 2 Meeting Set to Form Creditors' Panel -------------------------------------------------------------- Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on June 2, 2015, at 10:00 a.m. in the bankruptcy case of Boston Restaurant Associates, Inc., et al. The meeting will be held at: J. Caleb Boggs Federal Building 844 N. King Street 5th Floor; Room 5209 Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. BROADWAY FINANCIAL: Names Erin Selleck to Board of Directors ------------------------------------------------------------ Broadway Financial Corporation appointed Ms. Erin Selleck to the Board of Directors of the Company and its wholly owned subsidiary, Broadway Federal Bank, f.s.b., effective May 20, 2015, according to a Form 8-K filed with the Securities and Exchange Commission. This appointment increases the membership of the Board of Directors from six to seven. Ms. Selleck has not been named to any committees at this time. About Broadway Financial Los Angeles, Calif.-based Broadway Financial Corporation was incorporated under Delaware law in 1995 for the purpose of acquiring and holding all of the outstanding capital stock of Broadway Federal Savings and Loan Association as part of the Bank's conversion from a federally chartered mutual savings association to a federally chartered stock savings bank. In connection with the conversion, the Bank's name was changed to Broadway Federal Bank, f.s.b. The conversion was completed, and the Bank became a wholly owned subsidiary of the Company, in January 1996. As of March 31, 2015, the Company had $354.03 million in total assets, $315.42 million in total liabilities and $38.6 million in total stockholders' equity. The Company is regulated by the Board of Governors of the Federal Reserve System. The Bank is regulated by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. Regulatory Matters As a result of significant deficiencies in the Company's and the Bank's operations noted in a regulatory examination in early 2010, the Company and the Bank were declared to be in "troubled condition" and agreed to the issuance of the cease and desist orders by the regulatory predecessor of the Office of the Comptroller of the Currency for the Bank and the Board of Governors of the Federal Reserve System for the Company effective Sept. 9, 2010, requiring, among other things, that the Company and the Bank take remedial actions to improve the Bank's loan underwriting and internal asset review procedures, to reduce the amount of its non-performing assets and to improve other aspects of the Bank's business, as well as the Company's management of its business and the oversight of the Company's business by the Board of Directors. Effective Oct. 30, 2013, the Order for the Bank was superseded by a Consent Order entered into by the Bank with the OCC. As part of the Consent Order, the Bank is required to attain, and thereafter maintain, a Tier 1 (Core) Capital to Adjusted Total Assets ratio of at least 9% and a Total Risk-Based Capital to Risk-Weighted Assets ratio of at least 13%, both of which ratios are greater than the respective 4% and 8% levels for such ratios that are generally required under OCC regulations. The Bank's regulatory capital exceeded both of these higher capital ratios at Dec. 31, 2014, and 2013. BTB CORPORATION: Section 341(a) Meeting Set for June 26 ------------------------------------------------------- A meeting of creditors in the bankruptcy case of BTB Corporation will be held on June 26, 2015, at 9:00 a.m. at 341 Meeting Room, Ochoa Building, 500 Tanca Street, First Floor, San Juan. Deadline for creditors to file their proofs of claim is Sept. 24, 2015. For governmental units, proofs of claim are due by Nov. 16, 2015. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. BTB Corporation sought Chapter 11 protection (Bankr. D.P.R. Case No. 15-03681) in Old San Juan, Puerto Rico, on May 17, 2015. Samuel Lizardi signed the petition as interim president. The Debtor disclosed total assets of $16.5 million and total liabilities of $13.2 million. BTB said it sought bankruptcy protection as it is unable to meet obligations as they mature, and creditors are threatening suit and have threatened to undertake steps to obtain possession of its assets. The Debtor tapped Alexis Fuentes Hernandez, Esq., at Fuentes Law Offices, LLC, as its counsel. BUFFET PARTNERS: Court Dismisses Chapter 11 Bankruptcy Case ----------------------------------------------------------- The Hon. Harlin D. Hale of the U.S. Bankruptcy Court for the Northern District of Texas granted the motion of Buffet Partners LP and Buffet G.P. Inc. and the Official Committee of Unsecured Creditors to dismiss the Debtors' Chapter 11 cases. The Debtors and the Committee said they do not seek any form of dismissal relief prior to the closing of the sale of the Debtors' assets and operations to Chatham Credit Management III LLC. The motion seeks relief solely with respect to winding up the affairs of the Debtors' estates following the sale. According to the Debtors and Committee, the highest bid for the Debtors' assets was a credit bid submitted by Chatham Credit, the Debtors' prepetition secured lender. As a result of the sale, the purchaser continues to operate the business as a going concern and employees continue to have jobs. Pursuant to the sale, the purchaser agreed to assume administrative claims and priority claims, acquired the Debtors' avoidance actions and agreed to fund a $500,000 trust for the benefit of general unsecured creditors ("GUC"). The sale was slated to close by mid-June 2014. The Debtors and Committee noted, upon a closing of the sale, the estate will be at a crossroads. The Debtors and the Committee said, in consultation with the Lenders, have discussed the most efficient way to conclude these cases, minimize administrative fees, and insure that the GUC Trust Funds are distributed expeditiously and efficiently to general unsecured creditors. After carefully considering all alternatives, the parties have decided that a dismissal is the most effective vehicle to achieve these goals. Confirmation of a plan will take additional time, be more expensive without a concomitant benefit and will cause a material increase in the administrative expenses in these cases. Conversion of these cases will add another layer of administrative expenses and cause unnecessary and undue delay with no corresponding benefit to the creditors of the estates. Other than the disbursement of the GUC Trust Funds to the general unsecured creditors there is nothing left to be done as avoidance actions have been waived and the claims objection process can be best handled by the Committee. A structured dismissal is authorized by precedent and the Bankruptcy Code and makes the most practical sense given the circumstances of these cases, the Committee and Debtors said. About Buffet Partners Buffet Partners, L.P., owns and operates Furr's Fresh Buffet, a restaurant chain with 29 restaurants in Arizona, Arkansas, New Mexico, Oklahoma and Texas. With a 65+ year operating history, Furr's -- http://www.furrs.net/-- operates straight-line and scatter-bar buffet units that feature a variety of all-you-can-eat and home-cooked foods served at an affordable price. Buffet Partners was formed to purchase Furr's in September 2003. Headquartered in Plano, Texas, Buffet Partners and an affiliate sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No. Case No. 14-30699) on Feb. 4, 2014. Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors. Bridgepoint Consulting is the financial advisor. Buffet Partners disclosed $33,281,729 in assets and $48,926,256 in liabilities as of the Chapter 11 filing. William T. Neary, U.S. Trustee for Region 6, appointed five creditors to serve in the Official Committee of Unsecured Creditors. Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP serves as its counsel. Mesirow Financial Consulting, LLC, serves as its financial advisors. The restaurant was founded in 1946 by Roy Furr, and expanded to approximately 60 locations as a family-owned business for over 35 years. In 1980, it was acquired by Kmart Corporation. Kmart ultimately sold Furr's in a leveraged buy-out which subsequently went public in 1986. Following a take-private transaction, the Company entered a period of decline due to its debt burden, culminating in a restructuring and reorganization under chapter 11 in 2003 in Dallas, Texas. CAESARS ENTERTAINMENT: Bank Debt Trades at 7% Off ------------------------------------------------- Participations in a syndicated loan under which Caesars Entertainment is a borrower traded in the secondary market at 92.58 cents-on-the- dollar during the week ended Friday, May 22, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.85 percentage points from the previous week, The Journal relates. Caesars Entertainment pays 875 basis points above LIBOR to borrow under the facility. The bank loan matures on March 1, 2017, and Moody's withdraws its rating and Standard & Poor's gives a D rating. The loan is one of the biggest gainers and losers among 278 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. CAESARS ENTERTAINMENT: Stockholders Elect 4 Directors ----------------------------------------------------- Caesars Entertainment Corporation held its annual meeting of stockholders on May 20, 2015, at which the stockholders elected Gary W. Loveman, David Bonderman, Marc Rowan and Christopher Williams as Class III directors to serve until the 2018 Annual Meeting of Stockholders and until their successors are elected and qualified. The stockholders also approved an amendment to the Company's 2012 Performance incentive Plan to increase by 8,000,000 shares the number of shares of the Company's common stock, par value $0.01 per share, that may be issued under that plan and ratified the appointment of Deloitte & Touche, LLC as the Company's independent registered public accounting firm for the fiscal year ended Dec. 31, 2015. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, The RSA became effective pursuant to its terms as of Jan. 9, 2015. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. * * * The Troubled Company Reporter, on April 27, 2015, reported that Fitch Ratings has affirmed and withdrawn the Issuer Default Ratings (IDR) and issue ratings of Caesars Entertainment Operating Company (CEOC). These actions follow CEOC's Chapter 11 filing on Jan. 15, 2015. Accordingly, Fitch will no longer provide ratings or analytical coverage for CEOC. In addition, Fitch has affirmed the IDR and issue rating of Chester Downs and Marina LLC (Chester Downs) and the ratings have been simultaneously withdrawn for business reasons. CAL DIVE: Files Schedules of Assets and Liabilities --------------------------------------------------- Cal Dive International, Inc. filed its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $9,384,983 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $199,800,000 E. Creditors Holding Unsecured Priority Claims $173,867 F. Creditors Holding Unsecured Non-priority Claims $91,589,152 ----------- ----------- TOTAL $9,384,983 $291,563,028 A full-text copy of the Schedules is available for free at: http://bankrupt.com/misc/CAL_DIVE_Schedules.pdf During the pendency of the Chapter 11 cases, the Company has adopted a modified reporting program with respect to its reporting obligations under federal securities laws. In lieu of filing annual reports on Form 10-K and quarterly reports on Form 10-Q, each month the Company will file with the Securities and Exchange Commission a current report on Form 8-K that will have attached to it the monthly financial report required by the Bankruptcy Court. Accordingly, the Company did not file an annual report on Form 10-K for the year ended Dec. 31, 2014, nor will it file a quarterly report on Form 10-Q for the quarter ended March 31, 2015, and the Company does not intend to file periodic reports while the Chapter 11 cases are pending. Once the Company made a decision to file the Chapter 11 Cases in early March, it suspended its 2014 year-end audit to reduce costs and preserve cash and since that time the Company's management has focused its limited financial and managerial resources on: (i) operating the business and working to restructure the Company's debt and other obligations under the protection of the Bankruptcy Court, (ii) meeting the monthly operating report requirements of the Bankruptcy Code, (iii) satisfying the Company's obligations to other parties with interests in the Chapter 11 Cases, and (iv) working to sell non-core assets and developing a plan of reorganization for the Company's core business. Beginning in the latter half of fiscal 2014 and accelerating sharply in the fourth quarter of 2014, market prices for oil sharply declined. This sudden change in market conditions and the prevailing views of future oil and gas prices led quickly to oil and gas exploration and production companies announcing substantial reductions in current and near-term levels of capital expenditures. As the Company finalized its unaudited 2014 year-end financial statements, management determined (which determination was approved by the Company's Board on May 18, 2015) that the unprecedented magnitude and velocity of the change in the industry conditions that the Company serves had brought forward impairment indicators with respect to certain of the Company's assets, including its construction barges and dive support vessels. Accordingly, for the fourth quarter 2014, the Company recorded a $131.1 million pre-tax, non-cash, impairment charge related to seven construction barges and four dive support vessels that it wrote down to fair market value using Level 3 inputs based on market based appraisals and a discounted cash flow analysis under current market conditions. The carrying value of these assets was $61.4 million at Dec. 31, 2014. 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. CAL DIVE: Proposes to Sell "Atlantic" for $4.5-Mil. --------------------------------------------------- Cal Dive International, Inc., and its affiliated debtors, filed a motion seeking authority from the U.S. Bankruptcy Court for the District of Delaware for Debtor Cal Dive Offshore Contractors, Inc. ("CDOCI") to sell the United States flagged derrick barge, Atlantic, including all tackle, equipment, machinery, electronics, spare parts, drawings, operating manuals, and necessaries, if any, appertaining thereto to Weeks Marine, Inc. In accordance with the purchase and sale agreement between CDOCI and the Purchaser, the Purchaser has agreed to purchase the Atlantic for $4,500,000, free and clear of all liens and encumbrances. Quinn J. Hebert, Chairman of the Board of Directors, President, Chief Executive Officer, and acting Chief Financial Officer of Cal Dive International, Inc., and Chairman, President, and Chief Executive Officer of each of Cal Dive's affiliated debtors, tells the Court that the Atlantic is a derrick barge used for offshore platform installation and removal. It has not operated since April 2014 and is currently stacked at the Debtors' facility in Port Arthur, Texas. The Atlantic is currently "out of class," meaning that it cannot be moved from the dock or used for a project until it is recertified by the Coast Guard through a drydock inspection and any resulting required repairs and maintenance are performed, which Debtors estimate would cost between $3,700,000 and $4,500,000, Mr. Hebert says. Mr. Hebert asserts that holding a public auction would result in a higher and better offer. Mr. Hebert believes that it would needlessly duplicate the previous efforts expended by the Debtors and their advisors; that a sale would be fair and reasonable, and would produce the greatest available return to the Debtors' stakeholders and their estates. The Debtors' counsel, Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, agrees with Mr. Hebert that holding a public auction process for the Atlantic will result in a higher and otherwise better offer, nonetheless, the Debtors will provide notice of the motion, including the PSA, to all known parties that expressed an interest in acquiring the Atlantic and will accept competing bids for the Atlantic until May 25, 2015. Additionally, Derrick Offshore Ltd., the Debtors' proposed ship broker, will affirmatively market the Atlantic until the Bid Deadline. In the event that the Debtors accept a Competing Bid, the Debtors propose to pay the Purchaser a breakup fee of 2% of the Purchase Price. To constitute a Competing Bid: (i) net proceeds to the estate after payment of the Break-Up Fee and payment of any brokerage commission must exceed the Purchase Price by $50,000; (ii) provide for a deposit of $540,000; and (iii) otherwise conform to the terms of the PSA. If the Debtors receive Competing Bids, the Debtors will hold an auction among those submitting Competing Bids on May 26, at a time and place to be determined. The Debtors are represented by: Mark D. Collins, Esq. Michael J. Merchant, Esq. Amanda R. Steele, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 Email: collins@rlf.com merchant@rlf.com steele@rlf.com -- and -- George A. Davis, Esq. Peter Friedman, Esq. Andrew M. Parlen, Esq. O'MELVENY & MYERS LLP Times Square Tower Seven Times Square New York, NY 10036 Tel: (212) 326-2000 Fax: (212) 326-2061 Email: gdavis@omm.com pfriedman@omm.com aparlen@omm.com -- and -- Suzzanne S. Uhland, Esq. O'MELVENY & MYERS LLP Two Embarcadero Center 28th Floor San Francisco, CA 94111 Tel: (415) 984-8700 Fax: (415) 984-8701 Email: suhland@omm.com 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. CALPINE CORP: Moody's Rates New $1.65BB Term Loan 'Ba3' ------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Calpine Corporation's proposed $1.65 billion term loan B due 2022. Concurrent with this rating assignment, Moody's affirmed Calpine's B1 Corporate Family Rating, B1-PD Probability of Default Rating, Ba3 rating on the company's senior secured revolver, term loans, and senior secured notes and the B3 rating on the company's senior unsecured notes. Proceeds from the new debt issuance will be used to refinance its first lien term loans due 2018 and 2019. The rating outlook is positive. Assignments: Issuer: Calpine Corporation -- Senior Secured Bank Credit Facility, Assigned Ba3(LGD3) Outlook Actions: Issuer: Calpine Corporation -- Outlook, Remains Positive Affirmations: Issuer: Calpine Corporation -- Probability of Default Rating, Affirmed B1-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-2 -- Corporate Family Rating, Affirmed B1 -- Senior Unsecured Shelf, Affirmed (P)B3 -- Senior Secured Shelf, Affirmed (P)Ba3 -- Senior Secured Bank Credit Facility, Affirmed Ba3(LGD3) -- Senior Secured Regular Bond/Debenture, Affirmed Ba3(LGD3) -- Senior Unsecured Regular Bond/Debenture, Affirmed B3(LGD5) Calpine's B1 CFR reflects the inherent volatility of the merchant power sector and its considerable debt leverage (6.8% CFO pre-working capital (WC)/debt for year-end 2014), tempered by the scale and geographic diversity of its operations. Calpine also has a significant fuel concentration risk, as its fleet of generation assets are predominantly natural gas-fired. However, natural gas plants are faring much better than most other generation assets in current low gas price environment. Calpine's scale and geographic diversity play an important role in its cash flow resiliency. The company operates nationally, with 86 plants in operation totaling 26.5 GW of generating capacity. This scale and focus on gas-fired facilities allow it to keep operating expenses low while achieving high reliability. Calpine has a major presence in the Northeast, Texas and California. Each of these regions has a very different market environment and regulatory regime, thus providing meaningful cash flow diversification. Calpine has high debt leverage, a credit weakness. Based on Moody's adjusted financials, Calpine's CFO pre-WC/debt ratio for the calendar year end 2014 was 6.8% which was an improvement with the previous two years -- with 5.5% and 5.7% registered in 2012 and 2013, respectively. Despite this level of debt burden, Calpine's ability to generate positive free cash flow through the current low power price environment is an important rating consideration. Unlike its merchant peers with coal or nuclear generation, gas plants have relatively low level of maintenance capital expenditures and environmental compliance expenditures. Calpine's speculative-grade liquidity rating is SGL-2. The company continues to possess good liquidity, with $796 million of cash on hand at the end of March 2015 and about $1.3 billion of unused capacity on its corporate revolving credit facility. Excluding project finance debt maturities and assuming the completion of the proposed refinancing transaction, Calpine's next scheduled debt maturity is a first lien term loan due October 2019 and its corporate revolving facility is due June 2018. The company also generated $830 million of adjusted free cash flow before growth capital expenditures for year 2014 and is forecast to generate $810 to $1010 million of adjusted free cash flow in 2015 according to its first quarter 2015 earnings presentation. Calpine's positive outlook reflects its continued free cash flow generation and an expected increase in cash flow to debt ratios over the next few years. Moody's could upgrade Calpine's ratings at some point over the next 12 to 18 months if its CFO-PreWC/debt ratio is sustained in the high single digit range. Moody's may revise the outlook to stable should CFO Pre-WC/debt stay in the mid-single digit range on a sustained basis. The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in October 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. CASPIAN SERVICES: Incurs $6.12 Million Net Loss in Second Quarter ----------------------------------------------------------------- Caspian Services, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $6.12 million on $2.66 million of total revenues for the three months ended March 31, 2015, compared with a net loss of $10.95 million on $4.56 million of total revenues for the same period in 2014. For the six months ended March 31, 2015, the Company reported a net loss of $8.99 million on $8.76 million of total revenues compared to a net loss of $11.7 million on $14.3 million of total revenues for the same period last year. As of March 31, 2015, the Company had $61.41 million in total assets, $105 million in total liabilities, all current, and a $43.5 million total deficit. At March 31, 2015, the Company had cash on hand of $1.48 million compared with cash on hand of $1.96 million at Sept. 30, 2014. At March 31, 2015, total current liabilities exceeded total current assets by $91.1 million. This was mainly attributable to the EBRD loans and put option and the Investor Notes being classified as current liabilities. A full-text copy of the Form 10-Q is available for free at: http://is.gd/il0TQk About Caspian Services Headquartered in Salt Lake City, Caspian Services, Inc., was incorporated under the laws of the state of Nevada on July 14, 1998. Since February 2002 the Company has concentrated its business efforts to provide diversified oilfield services to the oil and gas industry in western Kazakhstan and the Caspian Sea, including providing a fleet of vessels, onshore, transition zone and marine seismic data acquisition and processing services and a marine supply and support base in the port of Bautino, in Bautino Bay, Kazakhstan. Caspian reported a net loss of $18.8 million on $29.9 million of total revenue for the year ended Sept. 30, 2014, compared with a net loss of $11.8 million on $33.08 million of total revenues for the year ended Sept. 30, 2013. The Company's independent auditors, Haynie & Company, P.C., in Salt Lake City, Utah, issued a "going concern" qualification on the 2014 consolidated financial statements citing that, "[A] Company creditor has indicated that it believes the Company may be in violation of certain covenants of certain substantial financing agreements. The financing agreements have acceleration right features that, in the event of default, allow for the loan and accrued interest to become immediately due and payable." According to the auditors, as a result of this uncertainty, the Company has included the note payable and all accrued interest as current liabilities at Sept. 30, 2014. At Sept. 30, 2014, the Company had negative working capital of $85.0 million and for the year ended Sept. 30, 2014, the Company had a net loss of $16.6 million." CATASYS INC: Swaps Warrant for Common Stock ------------------------------------------- Catasys, Inc., has entered into agreements to exchange existing warrants to purchase up to 21,277,220 shares of its common stock, with an exercise price of $0.58 per share for 21,277,220 unregistered shares of common stock, thereby extinguishing an associated liability of approximately $38 million reflected on its balance sheet as of March 31, 2015. This represents an important step in moving the Company towards its goal of meeting the stockholders' equity test for a listing on a national exchange. Ninety-five percent of the warrants exchanged, representing approximately 20,000,000 shares, were held by insiders. In connection with the warrant exchange, the warrant holders entered into lock-up agreements related to the shares received in the exchange until the earlier of six months after the Company files a registration statement on Form S-1 or Form S-3, and January 4, 2016. The transaction has enabled Catasys to significantly improve its balance sheet and stockholders' equity. About Catasys Inc. Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys, Inc., is a healthcare services management company, providing through its Catasys(R) subsidiary specialized behavioral health management services for substance abuse to health plans. Catasys reported a loss of $27.3 million on $2.03 million of healthcare services revenues for the 12 months ended Dec. 31, 2014, compared to a loss of $4.67 million on $754,000 of healthcare services revenues for the 12 months ended Dec. 31, 2013. As of March 31, 2015, the Company had $1.33 million in total assets, $41.8 million in total liabilities and a $40.4 million total stockholders' deficit. Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has continued to incur significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CEETOP INC: Posts $121,000 Net Loss in First Quarter ---------------------------------------------------- Ceetop Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $121,000 for the three months ended March 31, 2015, compared to a net loss of $346,000 for the same period in 2014. For the three months ended March 31, 2015, and 2014, sales were $nil, The lack of revenues is due to the Company transitioning from online retail sales to B to B supply chain service. As of March 31, 2015, the Company had $3.52 million in total assets, $956,000 in total liabilities, all current, and $2.56 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/qxrzAa About Ceetop Inc. Oregon-based Ceetop Inc., formerly known as China Ceetop.com, Inc., owned and operated the online retail platform before 2013. Due to excessive competition in online retail, the Company has transformed itself into an integrated supply chain services provider, and focuses on B to B supply chain management and related value-added services among enterprises. Ceetop Inc. reported a net loss of $841,000 on $362,000 of sales for the year ended Dec. 31, 2014, compared with a net loss of $2.88 million on $0 of sales for the year ended Dec. 31, 2013. MJF & Associates, APC, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company incurred recurring losses from operations, has a net loss of $841,000 for 2014, and has accumulated deficit of $9.45 million at Dec. 31, 2014. These matters are discussed in Note 2 to the consolidated financial statements that raises substantial doubt about the Company's ability to continue as a going concern. CEQUEL COMMUNICATIONS: Moody's Reviews 'B1' CFR for Downgrade ------------------------------------------------------------- Moody's Investors Service placed the ratings for Cequel Communications Holdings I, LLC under review for downgrade, including Cequel's B1 CFR, B1-PD PDR, B3 unsecured notes rating and Ba2 secured credit facility rating following the announcement that Altice S.A. will purchase a 70% equity interest in Cequel Corp. for approximately $3.4 billion. The transaction values Cequel at $9.2 billion, or approximately 10x EBITDA. The review for downgrade will focus on the company's ability to offset the high leverage incurred to finance the acquisition with the targeted cost reductions. In addition, Moody's will assess the financial policy and capital allocation stance of the new owners. Moody's expects the downward ratings impact to be limited to one or two notches. On Review for Downgrade: Issuer: Cequel Communications Holdings I, LLC -- Probability of Default Rating, Placed on Review for Downgrade, currently B1-PD -- Corporate Family Rating (Local Currency), Placed on Review for Downgrade, currently B1 -- Senior Unsecured Regular Bond/Debenture (Local Currency), Placed on Review for Downgrade, currently B3, LGD5 Unchanged: -- Speculative Grade Liquidity Rating, unchanged SGL-2 Outlook Actions: Issuer: Cequel Communications Holdings I, LLC -- Outlook, Changed To Rating Under Review From Stable Issuer: Cequel Communications, LLC -- Senior Secured Bank Credit Facility (Local Currency), Placed on Review for Downgrade, currently Ba2, LGD2 Outlook Actions: Issuer: Cequel Communications, LLC -- Outlook, Changed To Rating Under Review From Stable Altice plans to aggressively cut costs at Cequel, with targeted productivity improvements and headcount reductions which aim to produce substantial headcount-related cost savings. Moody's believes that the cost reductions are possible, but that the company may risk its market position if service quality deteriorates. In general, Moody's believes that Cequel has been a well-run cable company and that the opportunity to dramatically reduce operating expense may be difficult or result in operational disruption. However, Cequel's end markets are less competitive relative to the overall US cable industry, which may insulate Altice from market share erosion in the near term. Over a longer time frame, Moody's believes that aggressive cost reductions will lead to a weakened competitive position or invite regulatory scrutiny. Altice's ability to dramatically improve profitability in such a short timeframe is unproven in this environment. This results in credit weakness, especially when combined with very high financial risk. Pro forma for the transaction and excluding any proposed synergies Cequel's total consolidated leverage will be approximately 8x debt to EBITDA (Moody's adjusted, and including seller notes), which creates risk for a company in a capital intensive, competitive industry. Moody's had anticipated a decline in leverage to the mid 5x range, the level appropriate for Cequel's prior B1 CFR. Cequel currently has a stable market position with a strong base of network assets and limited competition within its footprint other than telco DSL. Notwithstanding the maturity of the core video product, the relative stability of the subscription business provides steady cash flow, and the high quality of Cequel's network positions it well to achieve growth in its residential and commercial businesses despite escalating competition. The company's penetration lags behind industry averages, but Moody's expects its high speed data and phone growth to continue to exceed most peers. Headquartered in St. Louis, Missouri, and doing business as Suddenlink Communications, Cequel Communications Holdings I, LLC (Cequel) serves approximately 1.4 million residential and 90 thousand commercial customers. The company provides digital TV, high-speed Internet and telephone services to consumers and businesses and generated revenues of approximately $2.3 billion for the twelve months ended March 31. BC Partners, CPP Investment Board and certain members of Cequel's executive management acquired Cequel in November 2012. The principal methodology used in these ratings was Global Pay Television - Cable and Direct-to-Home Satellite Operators 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. Altice S.A. is a Luxembourg-based holding company, which through its subsidiaries Numericable-SFR S.A. and Altice International S.a.r.l operates a multinational telecommunications and cable business. Numericable-SFR operates in France while Altice International currently has a presence in four regions—Dominican Republic, Israel, Western Europe and the French Overseas Territories. Altice S.A. is controlled indirectly by French entrepreneur Patrick Drahi. CIMAREX ENERGY: Moody's Withdraws 'Ba1' Corporate Family Rating --------------------------------------------------------------- Moody's Investors Service upgraded Cimarex Energy Co.'s senior unsecured note ratings to Baa3 from Ba1. Moody's withdrew the Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating, and SGL-2 Speculative Grade Liquidity Rating. The rating outlook is stable. "The upgrade to investment grade reflects Cimarex's successful track record in growing production and reserves at competitive costs, while maintaining conservative financial policies," commented Gretchen French, Moody's Vice President. "While Cimarex remains smaller than its investment grade peers, the management team exhibits a high level of capital discipline and has a track record of conservatively managing the company through commodity price cycles." Debt List: Cimarex Energy Co. -- Senior unsecured notes: upgraded to Baa3 from Ba1, LGD4 -- Senior unsecured shelf: upgraded to (P)Baa3 from (P)Ba1 -- Outlook: Stable from Positive Corporate Family Rating: Withdrawn -- Probability of Default Rating: Withdrawn -- Speculative Grade Liquidity Rating: Withdrawn Cimarex's Baa3 senior unsecured rating is supported by the company's successful track record in growing production and reserves at competitive costs, while maintaining highly conservative financial policies. In addition, the rating reflects the company's disciplined drilling strategy, high level of financial flexibility, strong management team, good liquidity, and historically conservative reserve booking policy. The company's ratings remain restrained by moderate size and limited basin and geographic diversification, the high capital spending needs for the development of its Permian Basin and Woodford-Cana plays and exposure to a low realized pricing on its production. A weak commodity price outlook will pressure the company's cash flow-based leverage metrics in 2015, but with a recovery expected by Moody's in 2016. Cimarex has very low leverage in terms of debt/production and debt/proved developed reserves, and Moody's expects the company to maintain current debt levels through 2016, as cash flow outspending is funded with cash on the balance sheet and equity proceeds. Still, with lower commodity prices, Cimarex' retained cash flow(RCF)/debt will decline to around 30% in 2015 from 98% in 2014, but remain in line with expectations of several of its Baa3 peers. Moody's expects that Cimarex's RCF/debt will recover to between 45-50% in 2016, both with growing production volumes and the benefit of modestly higher commodity pricing. Cimarex has a good liquidity profile, with a high degree of flexibility in its capital program, with a high level of operational control of its properties, limited long term contractual commitments, and manageable leasehold expirations. Liquidity is constrained by Cimarex's volatile cash flow, with relatively limited use of hedges, the risk of negative borrowing base re-determinations, albeit there is currently significant headroom, and the general material adverse change (MAC) clause in its revolver. Moody's expect Cimarex to outspend operating cash flow by around $450 million in 2015, which the company will fund with cash on the balance sheet ($122 million at March 31, 2015) and equity proceeds estimated at roughly $650 million (about $730 million with underwriter overallotment). The company also has an undrawn, unsecured $1 billion bank credit facility due July 2018 (borrowing base of $2.5 billion as of April 2014). The next borrowing base redetermination is scheduled for April 2016. Drawings under the bank credit facility are subject to a general MAC clause, and financial covenants under the facility include a maximum total debt/EBITDA ratio of 3.5x and minimum current ratio of 1.0x. Moody's expect that Cimarex will remain well within compliance with its covenants, supported by the company's conservative leverage profile. The stable rating outlook reflects expected continued growth in production and reserves at competitive costs, while maintaining relatively conservative financial leverage. Cimarex's ratings could be downgraded if the company exhibits poor capital productivity from its drilling program. In addition, the ratings could be pressured by a sizable increase in financial leverage (RCF/debt sustained below 25%). A ratings upgrade is unlikely through 2016 because of Cimarex's smaller scale and limited diversification. In order to be upgraded to Baa2, Cimarex would need to have greater production scale (production approaching 250 thousand Boe per day) while maintaining relatively low financial leverage. The principal methodology used in these ratings was Global Independent Exploration and Production Industry published in December 2011. Cimarex Energy Co. is an independent exploration and production company headquartered in Denver, Colorado. CLAIRE'S STORES: Amends Fiscal 2014 Form 10-K to Add Part III ------------------------------------------------------------- Claire's Stores Inc. has amended its annual report on Form 10-K for the fiscal year ended Jan. 31, 2015, for purposes of including the information in Part III of the Form 10-K, as permitted under General Instruction G(3) to Form 10-K. In May 2007, the Company was acquired by investment funds and certain co-investment vehicles managed by Apollo Management VI, L.P., an affiliate of Apollo Global Management, LLC, through a merger and Claire's Stores, Inc. became a wholly-owned subsidiary of Claire's Inc. Part III contains the following items: Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accountant Fees and Services A full-text copy of the Form 10-K/A is available at: http://is.gd/6ywUub About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- operates as a specialty retailer of fashion accessories and jewelry for preteens and teenagers, as well as for young adults in North America and internationally. It offers jewelry products that comprise costume jewelry, earrings, and ear piercing services; and accessories, including fashion accessories, hair ornaments, handbags, and novelty items. Based in Pembroke Pines, Florida, Claire's Stores operates under two brands: Claire's(R), which operates worldwide and Icing(R), which operates only in North America. As of Jan. 31, 2009, Claire's Stores, Inc., operated 2,969 stores in North America and Europe. Claire's Stores also operates through its subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint venture with AEON, Co., Ltd. The Company also franchises 198 stores in the Middle East, Turkey, Russia, South Africa, Poland and Guatemala. Claire's reported a net loss of $212 million for the fiscal year ended Jan. 31, 2015, compared to a net loss of $65.3 million for the fiscal year ended Feb. 1, 2014. As of Jan. 31, 2015, Claire's Stores had $2.45 billion in total assets, $2.78 billion in total liabilities, and a $332 million stockholders' deficit. * * * As reported by the TCR on April 13, 2015, Moody's Investors Service downgraded Claire's Corporate Family Rating (CFR) to Caa2 from Caa1. The downgrade of Claire's ratings reflect continued weak operating performance and deterioration of its liquidity profile. The TCR reported in April 2015 that Standard & Poor's Ratings Services lowered its corporate credit rating on Claire's Stores Inc. to 'CCC' from 'B-'. "The rating action reflects our belief that Claire's could violate its financial covenant under its revolving credit facility in the upcoming quarters, given continuously weak operating trends," said credit analyst Mariola Borysiak. CLIFFS NATURAL: Shareholders Elect 9 Directors ---------------------------------------------- The annual meeting of shareholders of Cliffs Natural Resources Inc. was held on May 19, 2015, at which the shareholders: (1) elected John T. Baldwin, Robert P. Fisher, Jr., Lourenco Goncalves, Susan M. Green, Joseph A. Rutkowski, Jr., James S. Sawyer, Michael D. Siegal, Gabriel Stoliar and Douglas C. Taylor as directors for a term that will expire on the date of the 2016 annual meeting of shareholders; (2) approved, on an advisory basis of the compensation of the named executive officers; (3) approved Cliffs' 2015 Equity and Incentive Compensation Plan; (4) approved Cliffs' 2015 Employee Stock Purchase Plan; and (5) ratified Deloitte & Touche LLP as independent registered public accounting firm for 2015. The 2015 Equity Plan authorizes, subject to adjustment, up to 12,900,000 of the Company's common shares to be issued pursuant to stock options, appreciation rights, restricted shares, restricted share units, performance shares, performance units and certain other awards based on or related to the Company's common shares, plus cash incentive awards, for the purpose of providing the officers and other key employees incentives and rewards for performance. Officers and key employees of the Company and its subsidiaries, as selected by the Compensation and Organization Committee of the Board of Directors of the Company, are eligible for awards under the 2015 Equity Plan. The 2015 Equity Plan will be administered by the Compensation and Organization Committee. The 2015 Equity Plan contains fungible share counting mechanics, which generally means that awards other than stock options and SARs will be counted against the aggregate share limit as two common shares for every common share that is actually issued or transferred under such awards. This means, for example, that only 6,450,000 common shares could be issued in settlement of RSU awards from the 12,900,000 common shares initially authorized. About Cliffs Natural Resources Cliffs Natural Resources Inc. -- http://www.cliffsnaturalresources.com/-- is a mining and natural resources company. The Company is a major supplier of iron ore pellets to the U.S. steel industry from its mines and pellet plants located in Michigan and Minnesota. Cliffs also produces low-volatile metallurgical coal in the U.S. from its mines located in West Virginia and Alabama. Additionally, Cliffs operates an iron ore mining complex in Western Australia and owns two non-operating iron ore mines in Eastern Canada. Driven by the core values of social, environmental and capital stewardship, Cliffs' employees endeavor to provide all stakeholders operating and financial transparency. On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of its affiliates, including Cliffs Quebec Iron Mining ULC commenced restructuring proceedings in Montreal, Quebec, under the Companies' Creditors Arrangement Act (Canada). The initial CCAA order will address the Bloom Lake Group's immediate liquidity issues and permit the Bloom Lake Group to preserve and protect its assets for the benefit of all stakeholders while restructuring and sale options are explored. The Company reported a net loss of $8.31 billion in 2014 following net income of $362 million in 2013. As of March 31, 2015, the Company had $2.70 billion in total assets, $4.48 billion in total liabilities, and a $1.78 billion total deficit. * * * As reported by the TCR on Feb. 3, 2015, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Cliffs Natural Resources Inc. to 'B' from 'BB-'. The downgrade of Cleveland-based Cliffs Natural Resources is driven by a revision of the company's financial risk profile to "highly leveraged" from "aggressive" as a result of S&P's lowered iron ore price assumptions. The 24% cut to $65 per metric ton marked the third downward revision since early 2014, when S&P's forecast prices were more than $100 per metric ton. The TCR reported in March 2015 that Moody's Investors Service downgraded Cliffs Natural Resources Inc. Corporate Family Rating and Probability of Default Rating to 'B1' and 'B1-PD' respectively. "The downgrade in the CFR to 'B1' reflects expectations for a weaker performance in the Asia Pacific iron ore (APIO) segment, which has a greater exposure to the movement of iron ore prices in the seaborne market," said Carol Cowan, Moody's senior vice president. CLIFFS NATURAL: To Issue 12.9 Million Shares Under Stock Plan ------------------------------------------------------------- Cliffs Natural Resources Inc. filed with the Securities and Exchange Commission a Form S-8 registration statement to register 12,900,000 shares of common stock issuable under the Company's 2015 Equity and Incentive Plan. The proposed maximum aggregate offering price is $63.2 million. A full-text copy of the prospectus is available at http://is.gd/HzmK01 About Cliffs Natural Resources Cliffs Natural Resources Inc. -- http://www.cliffsnaturalresources.com/-- is a mining and natural resources company. The Company is a major supplier of iron ore pellets to the U.S. steel industry from its mines and pellet plants located in Michigan and Minnesota. Cliffs also produces low-volatile metallurgical coal in the U.S. from its mines located in West Virginia and Alabama. Additionally, Cliffs operates an iron ore mining complex in Western Australia and owns two non-operating iron ore mines in Eastern Canada. Driven by the core values of social, environmental and capital stewardship, Cliffs' employees endeavor to provide all stakeholders operating and financial transparency. On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of its affiliates, including Cliffs Quebec Iron Mining ULC commenced restructuring proceedings in Montreal, Quebec, under the Companies' Creditors Arrangement Act (Canada). The initial CCAA order will address the Bloom Lake Group's immediate liquidity issues and permit the Bloom Lake Group to preserve and protect its assets for the benefit of all stakeholders while restructuring and sale options are explored. The Company reported a net loss of $8.31 billion in 2014 following net income of $362 million in 2013. As of March 31, 2015, the Company had $2.70 billion in total assets, $4.48 billion in total liabilities, and a $1.78 billion total deficit. * * * As reported by the TCR on Feb. 3, 2015, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Cliffs Natural Resources Inc. to 'B' from 'BB-'. The downgrade of Cleveland-based Cliffs Natural Resources is driven by a revision of the company's financial risk profile to "highly leveraged" from "aggressive" as a result of S&P's lowered iron ore price assumptions. The 24% cut to $65 per metric ton marked the third downward revision since early 2014, when S&P's forecast prices were more than $100 per metric ton. The TCR reported in March 2015 that Moody's Investors Service downgraded Cliffs Natural Resources Inc. Corporate Family Rating and Probability of Default Rating to 'B1' and 'B1-PD' respectively. "The downgrade in the CFR to 'B1' reflects expectations for a weaker performance in the Asia Pacific iron ore (APIO) segment, which has a greater exposure to the movement of iron ore prices in the seaborne market," said Carol Cowan, Moody's senior vice president. CLIFFS NATURAL: Wabush Group Commence Restructuring Under CCAA -------------------------------------------------------------- Cliffs Natural Resources Inc. announced on Jan. 27, 2015, that Bloom Lake General Partner Limited and certain of its affiliates, including Cliffs Quebec Iron Mining ULC, commenced restructuring proceedings under the Companies' Creditors Arrangement Act (Canada) with the Quebec Superior Court (Commercial Division) in Montreal, Quebec and that as a result of the Filing, the Bloom Lake Group and certain other wholly-owned subsidiaries of Cliffs were deconsolidated from Cliffs' financial statements. On May 20, 2015, Cliffs announced that Wabush Iron Co. Limited and Wabush Resources Inc. and certain of its affiliates, including Wabush Mines (the unincorporated joint venture of Wabush Iron Co. Limited and Wabush Resources Inc.), Arnaud Railway Company and Wabush Lake Railway Company, Limited, have commenced restructuring proceedings in the Court in Montreal, Quebec under the CCAA. As a result of this action, the CCAA protection granted to the Bloom Lake Group has been extended to include the Wabush Group to facilitate the reorganization of each of their businesses and operations. Cliffs has concluded that including the Wabush Group in the CCAA proceedings of the Bloom Lake Group would facilitate a more comprehensive restructuring and sale process of both the Bloom Lake Group and the Wabush Group which collectively include mine, port and rail assets and lead to a more effective and streamlined exit from Eastern Canada. The filing of the Wabush Group will also mitigate various legacy related long-term liabilities associated with the Wabush Group. The decision to seek protection under the CCAA was based on a thorough legal and financial analysis of the options available to the Wabush Group. The Wabush Group is no longer generating any revenues and is not able to meet its obligations as they come due. By including the Wabush Group in the existing CCAA proceedings, long-term liabilities will be more effectively mitigated and asset sales better facilitated. In order to address the Wabush Group's immediate liquidity issues and permit the Wabush Group to preserve and protect its assets for the benefit of all of its stakeholders while restructuring and sale options are explored, the Wabush Group has obtained access to debtor in possession financing up to $10 million funded by Wabush Iron Co. Limited's parent company, Cliffs Mining Company. The DIP financing is secured by a court-ordered charge over the assets of the Wabush Group. As part of the Wabush Group CCAA filing, the Court has appointed FTI Consulting Canada Inc. as the Monitor of the Wabush Group. The Monitor's role in the CCAA proceedings is to monitor the activities of the Wabush Group and provide assistance to the Wabush Group and its stakeholders in respect of the CCAA process. FTI is also the Monitor of the Bloom Lake Group. Additional information regarding the CCAA proceedings will be available on the Monitor's Website at http://cfcanada.fticonsulting.com/bloomlake. About Cliffs Natural Resources Cliffs Natural Resources Inc. -- http://www.cliffsnaturalresources.com/-- is a mining and natural resources company. The Company is a major supplier of iron ore pellets to the U.S. steel industry from its mines and pellet plants located in Michigan and Minnesota. Cliffs also produces low-volatile metallurgical coal in the U.S. from its mines located in West Virginia and Alabama. Additionally, Cliffs operates an iron ore mining complex in Western Australia and owns two non-operating iron ore mines in Eastern Canada. Driven by the core values of social, environmental and capital stewardship, Cliffs' employees endeavor to provide all stakeholders operating and financial transparency. On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of its affiliates, including Cliffs Quebec Iron Mining ULC commenced restructuring proceedings in Montreal, Quebec, under the Companies' Creditors Arrangement Act (Canada). The initial CCAA order will address the Bloom Lake Group's immediate liquidity issues and permit the Bloom Lake Group to preserve and protect its assets for the benefit of all stakeholders while restructuring and sale options are explored. The Company reported a net loss of $8.31 billion in 2014 following net income of $362 million in 2013. As of March 31, 2015, the Company had $2.70 billion in total assets, $4.48 billion in total liabilities, and a $1.78 billion total deficit. * * * As reported by the TCR on Feb. 3, 2015, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Cliffs Natural Resources Inc. to 'B' from 'BB-'. The downgrade of Cleveland-based Cliffs Natural Resources is driven by a revision of the company's financial risk profile to "highly leveraged" from "aggressive" as a result of S&P's lowered iron ore price assumptions. The 24% cut to $65 per metric ton marked the third downward revision since early 2014, when S&P's forecast prices were more than $100 per metric ton. The TCR reported in March 2015 that Moody's Investors Service downgraded Cliffs Natural Resources Inc. Corporate Family Rating and Probability of Default Rating to 'B1' and 'B1-PD' respectively. "The downgrade in the CFR to 'B1' reflects expectations for a weaker performance in the Asia Pacific iron ore (APIO) segment, which has a greater exposure to the movement of iron ore prices in the seaborne market," said Carol Cowan, Moody's senior vice president. CLUBCORP CLUB: S&P Affirms 'B+' CCR, Outlook Stable --------------------------------------------------- Standard & Poor's Ratings Services said it affirmed the 'B+' corporate credit rating on ClubCorp Club Operations. The outlook is stable. In addition, S&P revised its financial policy assessment on ClubCorp to "neutral" from FS-6 following a secondary offering of stock that reduced financial sponsor KSL's ownership in the company to about 30% from 51%. The previous FS-6 assessment indicated control by a financial sponsor and a belief it would sustain leverage above 5x. The reassessment to "neutral" reflects S&P's belief that KSL has reduced its ownership, and over the next year, will likely reduce its number of board seats, to levels where it will no longer exercise control of the company. In addition, the "neutral" assessment reflects S&P's current base-case forecast, which factors in the impact of recent leveraging acquisitions and does not anticipate significant additional leveraging transactions over the next two years. S&P also affirmed its B+ issue-level rating on the company's $900 million senior secured term loan due 2020 and $135 million revolver, with a '3' recovery rating, indicating S&P's expectations for modest (50%-70%; lower half of the range) recovery for lenders in the event of a payment default. "Our 'B+' corporate credit rating on ClubCorp reflects our assessment of the company's business risk profile as 'satisfactory' and our assessment of the company's financial risk profile as 'highly leveraged,' according to our criteria," said Standard & Poor's credit analyst Shivani Sood. S&P's assessment of ClubCorp's business risk as "satisfactory" reflects the company's relatively stable golf business and low overall profit volatility, supported by a good customer demographic, historically high retention rates (81% in 2014), and a diverse network of properties that would be difficult to replicate, creating meaningful barriers to entry in the markets in which ClubCorp operates. However, S&P views the business clubs segment (21% of the company's revenue in 2014) as more vulnerable. It is characterized by low barriers to entry, the existence of competing alternative venues, and intense price competition in the demand for consumer dollars in this market. S&P's assessment of ClubCorp's financial risk profile as highly leveraged reflects the company's strong appetite for deploying capital to pursue strategic acquisitions. ClubCorp's longer-term strategy has been to utilize its debt capacity for acquisitions, potentially significantly increasing leverage for a period of time. As a result, a spike in total lease-adjusted debt to EBITDA for productive acquisitions to as high as 6x would not change the current rating. Mitigating these risk factors is that the majority of ClubCorp's operations are owned or long-term leased, in contrast with competing operators across the golf industry, which predominantly manage club operations and do not hold large ownership interests. Because ClubCorp owns its golf facilities, these hard assets contribute to its financial flexibility, as one facility could be sold without disrupting the remaining golf operations. S&P's rating outlook on ClubCorp is stable. Despite S&P's belief ClubCorp could continue to pursue a significant level of strategic acquisitions over the next few years, S&P believes the company will build in adequate debt capacity to accommodate them in a manner that sustains lease-adjusted debt to EBITDA below 6x on average. A lower rating could result if operating performance is materially worse than S&P's expectations or if the company pursues a more aggressive acquisition policy than currently anticipated, such that total lease-adjusted debt to EBITDA remains sustained above the 6x area. Ratings upside is unlikely at this point, given S&P's belief that even if ClubCorp were to outperform S&P's expectations, the company will pursue acquisitions that could increase leverage. However, in the event S&P is confident ClubCorp can sustain its measure of total lease-adjusted debt to EBITDA under 5x over the long term, incorporating the company's appetite for acquisitions, S&P could consider higher ratings. COLT DEFENSE: Delays First Quarter Form 10-Q -------------------------------------------- Colt Defense LLC filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the quarter ended April 5, 2015. The Company has not yet completed its financial closing procedures for the year ended Dec. 31, 2014 including: (a) the completion of the Company's annual tests of goodwill and indefinite-lived assets for impairment, (b) the completion of the Company's consolidated tax accrual and (c) the completion of the preparation and review of the Company's Form 10-K for the year-ended Dec. 31, 2014. Subsequent to completing its financial closing procedures for the year-ended Dec. 31, 2014, the Company will need to complete its financial closing procedures with respect to the Form 10-Q including completion of the preparation and review of the Form 10-Q for the quarter ended April 5, 2015. The Company had preliminarily determined, through its Step I goodwill impairment analysis, that the fair value of its West Hartford reporting unit was less than its carrying value and the Company was working to complete Step II of the goodwill impairment analysis to determine the actual amount of the non-cash impairment charge to be recorded in the fourth quarter of 2014 and that the Company may also need to record a non-cash impairment charge with respect to its indefinite-lived trademarks in the fourth quarter of 2014. The preliminary Step II goodwill impairment analysis indicates that the Company will need to record a non-cash impairment charge in the fourth quarter of 2014 to write-off all of the Company's West Hartford reporting unit's goodwill and the Company is working to complete its analysis to determine the actual amount of the charge. The goodwill recorded at the Company's West Hartford reporting unit as of Sept. 28, 2014, is $41.1 million. The Company's preliminary impairment analysis with respect to its indefinite-lived trademarks indicates that the Company will need to record a non-cash impairment charge in the fourth quarter of 2014 of $11.8 million. The carrying value of the Company’s indefinite-lived trademarks recorded at September 28, 2014 is $50.1 million. The preliminary analysis does not indicate any other fourth quarter 2014 impairment charges with respect to our other tangible or intangible assets. The impairment of the Company's West Hartford reporting unit's goodwill and indefinite-lived trademarks is a result of decreased revenue and earnings projections as a result of the decline in market demand for its commercial modern sporting rifle, declines in demand for the Company's commercial handguns and delays in the timing of U.S. Government and certain international sales. The Company currently anticipates revenue for the fiscal quarter ended April 5, 2015, to be approximately $41.5 million which is a decrease of approximately $8.6 million or 17.2% from the fiscal quarter ended March 30, 2014. The decrease in revenue was impacted by the Company's liquidity position during the fiscal quarter ended April 5, 2015, which limited its ability to produce sufficient commercial MSR and handgun products to meet market demand for those products. The Company also continued to see delays in the timing of U.S. Government and certain international sales. The Company expects to report a net loss and negative adjusted EBITDA for the fiscal quarter ended April 5, 2015, and does not expect to record or pay any member distributions. 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. COLT DEFENSE: Solicitation on Prepack Plan Extended to May 26 ------------------------------------------------------------- Colt Defense, on April 14, 2015, commenced an exchange offer and consent solicitation of the Company's Senior Notes and a solicitation of acceptances to a prepackaged plan of reorganization. On May 18, 2015, the Company announced an extension of its Exchange Offer and solicitation of acceptances to the Prepackaged Plan until May 26, 2015, as the Company continues its discussions with an ad hoc group of holders of the Senior Notes. The Company has entered into the permitted grace period with respect to a $10.9 million interest payment due under the Indenture dated as of Nov. 10, 2009, by and among Colt Defense LLC and Colt Finance Corp., certain subsidiary guarantors, and Wilmington Trust FSB, as indenture trustee, which governs its outstanding Senior Notes. The interest payment was due May 15, 2015; however, under the terms of the Indenture, the failure to make those payment does not become an event of default for 30 days after the scheduled due date. If the Company does not make the interest payment on or before June 14, 2015, however, the Trustee or holders of at least 25% of the outstanding principal amount of the Senior Notes would be permitted to accelerate the payment of principal and accrued but unpaid interest on the outstanding Senior Notes to become immediately due and payable by providing notice of such acceleration. The Company believes it is in the best interests of its stakeholders to actively address the Company's capital structure and has commenced discussions with an ad hoc group of holders of the Senior Notes. The Company hopes that those discussions will result in a consensual restructuring transaction. As of May 21, 2015, the Company has not made its Senior Notes interest payment due on May 15, 2015. In addition, the Company is not in compliance under the Indenture governing its Senior Notes because the Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2014. In the event that the Company receives a notice from the trustee under the Indenture governing its Senior Notes or holders of at least 25% of the aggregate principal amount of our Senior Notes and does not cure such non-compliance within 60 days from the receipt of such notice, the principal and accrued but unpaid interest on the Company's outstanding Senior Notes may be accelerated. As of May 21, 2015, the Company has not received such notice. The Company is otherwise in compliance with financial and other covenants contained in its existing debt agreements, but the Company may not be able to maintain compliance with such financial covenants in the future. "The matters discussed above raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern will be dependent upon its ability to complete asset sales, restructure or refinance existing debt, obtain modifications or waivers of our loan covenants or other actions. There can be no assurance of the Company’s success in these efforts. The Company's inability to comply with its loan covenants, obtain waivers of non-compliance, restructure or refinance its existing debt or complete asset sales would have a material adverse effect on the Company's financial position, results of operations and cash flows." As of May 15, 2015, the Company had $11.6 million of cash and cash equivalents, of which $5.3 million is restricted cash. The Company does not have any incremental borrowing capacity under its existing debt agreements. 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. CONCHO RESOURCES: S&P Retains 'BB+' Corp. Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services revised its recovery rating on Midland, Texas-based oil and gas exploration Concho Resources Inc.'s senior unsecured notes to '3' from '4'. The '3' recovery rating on the company's unsecured notes indicates S&P's expectation of meaningful (50% to 70%; lower half of the range) recovery in the event of default. The 'BB+' corporate credit and issue-level senior unsecured debt ratings on the company are unchanged. The higher recovery expectation reflects S&P's higher estimate of the company's enterprise value, based on an updated, company-provided PV10 valuation of proved reserves, incorporating S&P's recovery price deck assumptions. The ratings on Concho Resources reflect Standard & Poor's assessment of the company's "satisfactory" business risk, "significant" financial risk, and "strong" liquidity, as defined in S&P's criteria. The ratings incorporate the company's good reserve replacement performance, solid production growth, and S&P's expectation that Concho will continue to increase its reserve base. It also reflects the company's participation in the volatile and capital-intensive oil and gas industry. The ratings also include S&P's expectation that credit measures will remain healthy, with debt to EBITDA of about 2.25x and funds from operations (FFO) to debt of about 35% in 2015 S&P's updated recovery analysis on Concho Resources Inc. includes these assumptions: -- S&P's simulated default scenario for Concho assumes a sustained period of low commodity prices (consistent with the conditions of past defaults in this sector). -- S&P's valuation of the company's reserves is based on a company-provided PV10 report, using S&P's recovery price deck assumptions of $50 per barrel for WTI crude oil and $3.50 per mmBtu for Henry Hub natural gas. -- S&P's analysis assumes that the company's $2.5 billion borrowing base reserve-based loan facility is fully drawn at default and that all debt claims include six months of prepetition interest. Simulated default assumptions: -- Simulated year of default: 2020 Simulated waterfall: -- Net enterprise value (after 5% admin. costs): $4.65 billion -- Valuation split in % (obligors/nonobligors): 100/0 -- Value available to first-lien debt claims: $4.5 billion -- Secured first-lien debt claims: $2.6 billion -- Recovery expectations: 90% to 100% -- Total value available to unsecured claims: $1.9 billion -- Senior unsecured debt: $3.5 billion -- Recovery expectations: 50% to 70% (low end of the range) Notes: All debt amounts include six months of prepetition interest. RATINGS LIST Rating Unchanged Concho Resources Inc. Corporate credit rating BB+/Stable/-- Issue-Level Rating Unchanged; Recovery Rating Revised To From Concho Resources Inc. Senior unsecured debt BB+ Recovery rating 3L 4L CORTE MADERA, CA: Fitch Affirms BB+ Rating on $9.8MM COPs --------------------------------------------------------- Fitch Ratings has affirmed the Town of Corte Madera, CA's (the town) ratings as follows: -- $9.8 million certificates of participation (COPs), taxable series 2006, at 'BB+'; -- Implied general obligation (GO) rating at 'BBB'. The town has no GO debt outstanding. The Rating Outlook is revised to Stable from Negative. SECURITY The certificates are secured by lease rental payments for several assets: the parcels financed by the COPs (an aging but occupied local strip mall), the town hall, and two fire stations. The town covenants to budget and appropriate for lease payments and provide rental interruption insurance. Debt service reserve requirements are met by a surety bond provided by Ambac. KEY RATING DRIVERS STABILIZED, VULNERABLE FINANCIAL PROFILE: The Outlook revision to Stable reflects Fitch's expectation for improved and stable financial performance over the intermediate term following the April 2014 temporary voter-approved sales tax increase (expiring in 2020). The rating continues to reflect Fitch's longer-term concerns including limited financial flexibility, significant deferred capital needs, and on-going financial pressure imposed by the Park Madera enterprise fund, rising benefit costs and a self-insurance fund deficit. SMALL, RETAIL FOCUSED BAY AREA TOWN: The town is well integrated into the San Francisco Bay Area regional economy and benefits from its close proximity and good access to the large and diverse economic base. Tax base growth accelerated in fiscal 2015 with a 7.2% increase in taxable assessed value. Additional gains are expected over the near term due to the improvement in the real estate market and some additional residential development within the town. WEAK FINANCIAL OVERSIGHT, REPORTING: The town's financial oversight is weak with regularly delayed financial reporting that improved somewhat with the fiscal 2014 audit and a reliance on a small finance staff. SIGNIFICANT LONG TERM LIABILITIES: The town's debt profile is below average with moderate to high overall debt levels, slowly amortizing debt, deferred capital needs, and increasing contributions towards pension and other retirement benefit obligations. RATING SENSITIVITIES CONTINUED FINANICAL IMPROVEMENT: A continuation of recent trends with increasing revenues, contained expenditures, improved cash-flow, and a demonstrated reduction in deferred liabilities could lead to positive rating action. UNEXPECTED FINANICAL DECLINE: An unexpected decline in financial performance that reduces reserves, pressures thin liquidity levels, or significantly increases future obligations could result in negative rating action. CREDIT PROFILE Corte Madera is located in Marin County about 12 miles north of San Francisco. The town extends from the San Francisco Bay on the east side of Highway 101 to Mt. Tamalpais on the west, encompassing four square miles of land plus surrounding water tidelands. The 2013 population was approximately 9,459. VULNERABLE OVERALL FINANCIAL PROFILE The town's general fund continued its recent trend of solid financial performance in fiscal 2014, although its overall financial profile continues to be weighed down by a deficit fund balance and negative operating margins in the Park Madera fund, an inadequately funded self-insurance fund, and improving but still thin reserves and liquidity levels. The town recorded an operating surplus (after transfers) of $1.4 million (8.5% of spending) in fiscal 2014 as revenues increased by 10.2%. The sharp revenue gains were largely due to the on-going economic expansion in the area along with a partial year of additional sales tax receipts following the implementation of a temporary voter-approved sales tax effective April 1, 2014. The solid financial performance increased the general fund's unrestricted reserve to $3.5 million or 21.6% of spending. However, Fitch notes that the general fund recorded a cash balance of $296,181 at year end, which is an improvement over previous years but remains very low. In addition, approximately $2.2 million of the fund balance was on loan to the Park Madera fund, which does not have the financial capacity to repay the obligation. Deducting this receivable effectively reduces the available unrestricted balance to a largely illiquid $1.3 million or 7.8% of spending. Fitch views the continued improvement in financial performance positively as the general fund's operating surpluses and available unrestricted reserve have increased annually over the past several years. Additional improvement is expected in fiscal 2015 with the full year of additional sales tax revenues. However, Fitch notes that the general fund's financial capacity and liquidity remain vulnerable to potential obligations from deferred capital needs and financial obligations to support the Park Madera fund and the town's self-insurance fund. ONGOING PARK MADERA ENTERPRISE FUND DEFICIT The town continues to face financial challenges from its 2006 purchase of a local strip-mall. The fiscal 2014 audit recorded a $2.9 million accumulated negative fund balance in the Park Madera Fund, an enterprise fund established by the town to account for the operations of the town-owned strip mall. Ultimately intended to provide sufficient net revenue to pay annual debt service on the COPs that financed the mall's acquisition, the fund's operating deficit (before the general fund subsidy ) was $134,701 (16.4% of the enterprise fund's spending) in fiscal 2014. Fitch expects the general fund transfer to remain relatively stable through at least 2019 as the mall is fully leased with reportedly stable tenants. The city council has approved a plan to address the operating deficits by transferring in general fund resources to keep the Park Madera fund's balance at fiscal 2014 levels. In fiscal 2014, the general fund transferred in $192,112 (1.2% of general fund spending) to stabilize the negative fund balance. IMPROVING BUT STILL WEAK LIQUIDITY POSITION The town did not issue its regular annual cash-flow notes in fiscal 2015 as the additional sales tax revenues and internal borrowables were sufficient to meet cash-flow needs. Fitch views the change positively but notes that liquidity levels remain low but substantially improved over previous year levels with approximately $1.5 million or 33 days in cash across all governmental funds at fiscal 2014 year end. Improvement in fiscal 2015 is expected with the full year of the additional sales tax revenue and continued expenditure controls. ABOVE AVERAGE DEBT BURDEN The town's overall debt burden is high at $7,702 per capita but moderate at 2.9% of fiscal 2014 assessed value (AV). Direct debt amortizes at a very slow rate with approximately 31% repaid within 10 years. The town does not plan to issue any additional debt over the next few years. The town's carrying costs were midrange at 23% of governmental spending in fiscal 2014, but are expected to increase due to climbing pension and OPEB contributions. Pension costs are expected to increase by approximately $88,000 (0.5% of fiscal 2014 spending) and $145,000 (0.9%) in fiscals 2016 and 2017, respectively, over fiscal 2015 levels due to the relatively weak funded position and actuarial changes in the city's CalPERs plan. OPEB costs are also growing. Management plans on increasing its annual OPEB contribution by $500,000 starting in fiscal 2015 to reduce the outstanding liability, which Fitch views positively. The OPEB unfunded actuarially accrued liability was $14.8 million or 0.6% of fiscal 2015 AV. RETAIL HUB FOR REGIONAL ECONOMY The town is largely residential but also serves as a regional retail center that attracts shoppers from the affluent surrounding area, including San Francisco. Town specific economic data is not available. Using the county level data as a proxy for the town, wealth levels remain very high and the unemployment rate remains relatively low at 3.7% (February 2015) compared to the state (6.8%) and nation (5.8%). The town's property tax base is modestly concentrated, with the top 10 taxpayers, many of which are retail concerns, comprising approximately 16% of fiscal 2014 AV. Ongoing development and a recovery in housing values increased fiscal 2015 AV 7.2% above the previous year. Additional AV gains are expected, given the growth in the real estate market and on-going development in the area. COX INVESTMENTS: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Cox Investments, LLC 191 Williams Street Bristol, VA 24201 Case No.: 15-70712 Chapter 11 Petition Date: May 21, 2015 Court: United States Bankruptcy Court Western District of Virginia (Roanoke) Judge: Hon. Paul M. Black Debtor's Counsel: Scot Stewart Farthing, Esq. SCOT S. FARTHING, ATTORNEY AT LAW, PC P.O. Box 1315 Wytheville, VA 24382 Tel: 276-625-0222 Fax: 276-625-0333 Email: scotf@sfarthinglaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ted E. Cox, sole member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. CRAIGHEAD COUNTY FAIR: Focus Bank Plan Slated for July 9 Approval ----------------------------------------------------------------- Focus Bank is slated to seek confirmation of its proposed Chapter 11 Plan of Liquidation for Craighead County Fair Association at a hearing on July 9, 2015 Judge Phyllis M. Jones approved the disclosure statement explaining the terms of the Plan without a disclosure statement hearing. The judge cancelled the May 19 hearing as no objections were filed by the May 11 deadline. The judge set: -- June 3, 2015, as the deadline for Focus Bank to mail the disclosure statement order and plan solicitation packages; -- July 3 as the last day for submitting written acceptances or rejection of the Plan; -- July 3 as the last day for filing written objections to confirmation of the Plan; and -- July 9 beginning at 9:30 a.m. and continuing until concluded, as the hearing to consider confirmation of the Plan at the Federal Building, 615 S. Main, Jonesboro, Arkansas. The Focus Plan contemplates the sale of the Debtor's real properties -- the "Old Fairground" and the "New Fairground" -- and distribution of the proceeds along with the remaining cash on hand in accordance with the priorities established by the Plan. The Old Fairground consists of the fairgrounds located on Stadium Boulevard in Jonesboro Arkansas operated by the Debtor until 2012. The Debtor has valued the Old Fairground (consisting of a 3.10-acre Lot 7 and an 11.72-acre Lot 9) for $4,900,000. The Debtor currently has a contract to sell Lot 9 for $3,999,104. The proposed buyer, Blackburn Properties of Texas, Ltd., is still in the initial 120 days of the due diligence period which can be extended for two additional 30 day periods upon the payment of additional earnest money. The New Fairground consists of a 78-acre tract located at 7001 East Johnson, in Jonesboro. Focus Bank loaned the Debtor $6,200,000 for the construction of improvements on the New Fairground. The loan is secured by mortgages on both the Old Fairground and the New Fairground. The Plan provides that the initial distribution agent will be Richard L. Ramsay, an experienced bankruptcy lawyer, former Chapter 7 trustee and certified mediator. Mr. Ramsay will be paid at an hourly rate of $300. The Plan will set a claims bar date 60 days from the date the confirmation order becomes effective. The Debtor has scheduled secured claims consisting of Focus Bank's secured claim and materialman's liens in the amount of $9,369,147. Focus Bank's claim is scheduled by the Debtor in the amount of $6,200,000 and is secured by a first priority mortgage on the Old Fairground and a purchase money mortgage on the New Fairground. Although the Debtor's schedules reflect that materialman's liens are secured by both the Old Fairground and the New Fairground, Focus Bank believes that the materialman's liens are only asserted against the New Fairground where construction related services were performed. The Plan proposes to treat claims as follows: -- Class 1 consists of the claim of Focus Bank secured by the Old Fairground. Focus Bank's allowed secured claim against the Old Fairground will be paid as follows: (1) Focus Bank will receive the net proceeds of the sale of the Old Fairground after deduction for costs of sale. If the sale does not close within 90 days after the Effective Date, the Old Fairground will be marketed for private sale for an additional 90 days. If during this second 90 days a sales contract is signed, the sale will be closed within an additional 90 days from the date of the sales contract. If no sales contract is signed during the 90 days, the Old Fairground will be auctioned at a public auction within 45 days of the expiration of the listing agreement. Focus Bank will be paid the net proceeds of the private or auction sale, an Focus Bank's remaining claim will be paid as a Class 2 claim. -- Class 2 consists of all materialman's and mechanic's lien claims and the claim of Focus Bank secured by the New Fairground. If the proceeds of the sale of the New Fairground are sufficient to pay the Class 2 claims in full including the full amount of the Focus Bank claim if the Old Fairground has not sold by such date, each allowed secured claim will either be (i) paid in cash the amount of its allowed secured claims within 30 days after closing of a sale of the New Fairground, or (ii) if the proceeds of the sale of the New Fairground are insufficient to pay the Class 2 claims in full, the distribution agent will file a complaint to determine extent, validity and priority of all Class 2 claims and the Class 2 claimants will be paid according to their priority as determined by the Bankruptcy Court. -- Class 3 consists of priority claims. All allowed priority claims will be paid in full on or before the initial distribution date. If funds are insufficient to pay these claims in full, holders of allowed priority claims will receive their pro rata share of funds available for distribution until the claims are paid in full. -- Class 4 consists of unsecured claims. Each holder of an allowed unsecured claim will periodically receive its pro rata share of the cash and net proceeds available for distribution after reserving sufficient funds to pay in full administrative expenses, priority tax claims and post-effective date expenses, and amounts necessary to pay in full allowed Class 3 claims. -- Class 5 consists of claims for interests in the Debtor. Holders of allowed interests will not receive any distribution until the time all Class 1 to 4 claims are paid in full. Classes 1 to 4 are entitled to vote on the Plan. Class 5 is not entitled to vote on the Plan as it's deemed to reject the Plan. A copy of the Focus Disclosure Statement dated March 25, 2015, is available for free at: http://bankrupt.com/misc/Craighead_County_Focus_DS.pdf About Craighead County Fair Craighead County Fair Association is an Arkansas nonprofit corporation formed in 1988, with its principal place of business in Jonesboro, Arkansas. The Debtor operates the annual Northeast Arkansas District Fair and leases portions of its real property throughout the year. Craighead County Fair Association filed a bare-bones Chapter 11 bankruptcy petition (Bankr. E.D. Ark. Case No. 14-15490) in Jonesboro, Arkansas, on Oct. 13, 2014. The case is assigned to Judge Audrey R. Evans. The Debtor disclosed $26.7 million in assets and $9.83 million in liabilities as of the Petition Date. The U.S. trustee wasn't able to form a committee of unsecured creditors due to "lack of interest" of creditors to serve on the panel. CREW DEVELOPMENT: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Crew Development, LLC 1120 US Highway 84 E. Opp, AL 36467-3902 Case No.: 15-10996 Chapter 11 Petition Date: May 21, 2015 Court: United States Bankruptcy Court Middle District of Alabama (Dothan) Judge: Hon. William R. Sawyer Debtor's Counsel: Collier H. Espy, Jr., Esq. ESPY, METCALF & ESPY, P.C. P.O. Drawer 6504 326 North Oates Street Dothan, AL 36302-6504 Tel: 334-793-6288 Email: kc@espymetcalf.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael A. Crew, managing member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. DAVID’S BRIDAL: 2019 Bank Debt Trades at 6% Off ------------------------------------------------- Participations in a syndicated loan under which David's Bridal Inc. is a borrower traded in the secondary market at 94.45 cents-on-the- dollar during the week ended Friday, May 22, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.70 percentage points from the previous week, The Journal relates. David's Bridal Inc. pays 375 basis points above LIBOR to borrow under the facility. The bank loan matures on October 11, 2019, and carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 278 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. DAYBREAK OIL: Posts $865,000 Net Loss in Fiscal 2015 ---------------------------------------------------- Daybreak Oil and Gas, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss available to common shareholders of $866,000 on $3.08 million of oil and natural gas sales for the year ended Feb. 28, 2015, compared to a net loss available to common shareholders of $1.54 million on $1.8 million of oil and natural gas sales for the year ended Feb. 28, 2014. As of Feb. 28, 2015, the Company had $12.3 million in total assets, $17.5 million in total liabilities and a $5.18 million total stockholders' deficit. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2015, citing that the Company suffered losses from operations and has negative operating cash flows, which raises substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: http://is.gd/pBNJvF About Daybreak Oil Daybreak Oil and Gas, Inc., is an independent oil and natural gas exploration, development and production company. The Company is headquartered in Spokane, Washington and has an operations office in Friendswood, Texas. The Company's common stock is quoted on the OTC Bulletin Board market under the symbol DBRM.OB. Daybreak has over 20,000 acres under lease in the San Joaquin Valley of California. DRD TECHNOLOGIES: Files for Chapter 11 to Stop Receivership ----------------------------------------------------------- Huntsville, Alabama-based logistics provider DRD Technologies, Inc. sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 15-81366) in Decatur, Alabama, on May 19, 2015. The Debtor has operated as a business since 1993, providing logistics and technology development to customers across the world. The Debtor currently owes approximately $3,400,000 to secured creditor ServisFirst Bank, which is its largest creditor. In addition, the Debtor owes other secured creditors approximately $225,000 and has existing accounts payable of $350,000. On May 18, 2015, ServisFirst filed a complaint against the Debtor and its principal, seeking a Temporary Restraining Order and preliminary injunction over use of its collateral and sought the appointment of a receiver. The Motion for TRO and appointment of receiver were set for hearing on May 19. If granted by the state court the Debtor would be effectively out of business. Accordingly, the Debtor sought Chapter 11 bankruptcy relief to stop the appointment of a receiver. The Debtor plans to continue to operate its business and manage its properties debtor in possession under Sec. 1107(a) and 1108 of the Bankruptcy Code. Through the filing of the Chapter 11 petition, the Debtor seeks to accomplish a successful reorganization of its business, which will allow the Debtor post-confirmation to continue to operate its business. First Day Motions The Debtor on the Petition Date filed: -- an application to employ Stuart M Maples, Esq., at Maples Law Firm, PC, as counsel; -- a motion to use cash collateral; -- a motion to pay prepetition taxes and fees; and -- a motion to pay prepetition wages and benefits. According to the docket, the Chapter 11 plan and disclosure statement are due by Sept. 16, 2015. The schedules of assets and liabilities are due June 2, 2015. DRD TECHNOLOGIES: Proposes Maples Law Firm as Counsel ----------------------------------------------------- DRD Technologies asks the U.S. Bankruptcy Court for the Northern District of Alabama for authority to hire Maples Law Firm, PC, as its attorneys in the Chapter 11 case. The Debtor proposes to compensate Maples Law Firm for the services of its members according to their standard hourly rates. The current rate for Stuart M. Maples, the bankruptcy partners who will be the Debtor's main contact, is $360 per hour. The rate for associates is $225 to $150 per hour. The rate for paralegals is $125 per hour. The Debtor has agreed to make monthly payments for actual fees and expenses incurred by the Firm from property of the estate which is not subject to security interests of any creditor. All payments will be subject to approval and allowance by the Court. The Firm says no member holds or represents an interest adverse to the estate and all members are "disinterested" persons under the Bankruptcy Code. About DRD Technologies Huntsville, Alabama-based logistics provider DRD Technologies, Inc. sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 15-81366) in Decatur, Alabama, on May 19, 2015, to halt efforts by creditor ServisFirst Bank to appoint a receiver. The Debtor tapped Stuart M Maples, Esq., at Maples Law Firm, PC, as counsel. According to the docket, the Chapter 11 plan and disclosure statement are due by Sept. 16, 2015. The schedules of assets and liabilities are due June 2, 2015. DRD TECHNOLOGIES: Seeks to Use ServisFirst Cash Collateral ---------------------------------------------------------- DRD Technologies asks the U.S. Bankruptcy Court for the Northern District of Alabama for approval to use cash collateral. On Oct. 18, 2011, the Debtor and ServisFirst Bank executed certain loan documents, whereby ServisFirst extended Debtor a line of credit in the amount of $2,000,000. The note was extended numerous times and the maximum line of credit increased to $3,250,000. As a result of the loan transactions, Debtor currently owes approximately $3,400,000 to ServisFirst, which is Debtor’s largest creditor. The current approximate book value of the collateral pledged to ServisFirst is approximately $2,000,000, consisting of approximately $1,400,000 in accounts receivable and $600,000 in inventory. In addition, the Debtor owes other secured creditors $225,000 and has existing accounts payable in the amount of $350,000. Stuart M. Maples, Esq., at Maples Law Firm, P.C., counsel to the Debtor, notes that the Debtor's only source of cash for the continued operation of its business is operating revenue, which is cash collateral. The Debtor has an immediate need for authority to continue to use the cash collateral in its ongoing business operations. If the Debtor is not permitted to use the cash collateral, it will have to shut down its business hindering any prospects of future reorganization, Mr. Maples tells the Court. The Debtor will submit monthly budgets to the Court and ServisFirst indicating the amount of money used in business operation expenses. As adequate protection for the use of the cash collateral the Debtor proposes to provide a replacement lien in postpetition accounts receivable and inventory. About DRD Technologies Huntsville, Alabama-based logistics provider DRD Technologies, Inc. sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 15-81366) in Decatur, Alabama, on May 19, 2015, to halt efforts by creditor ServisFirst Bank to appoint a receiver. The Debtor tapped Stuart M. Maples, Esq., at Maples Law Firm, PC, as counsel. According to the docket, the Chapter 11 plan and disclosure statement are due by Sept. 16, 2015. The schedules of assets and liabilities are due June 2, 2015. ECO BUILDING: Posts $34.2 Million Net Loss in Third Quarter ----------------------------------------------------------- Eco Building Products, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $34.2 million on $594,000 of total revenue for the three months ended March 31, 2015, compared with a net loss of $31.4 million on $286,000 of total revenue for the same period in 2014. For the nine months ended March 31, 2015, the Company reported a net loss of $35.1 million on $2.24 million of total revenue compared to a net loss of $35.8 million on $1.01 million of total revenue for the same period last year. As of March 31, 2015, the Company had $1.47 million in total assets, $58.3 million in total liabilities and a $56.9 million total stockholders' deficit. On March 31, 2015, the Company had $4,370 cash on hand. "Our continuation as a going concern is dependent upon obtaining the additional working capital necessary to sustain our operations. Our future is dependent upon our ability to obtain financing and upon future profitable operations. The Company estimates the current operational expenses of approximately two hundred thousand dollars a month is required to continue to operate. This is achieved either through profit from sales; or by management seeking additional financing through the sale of its common/preferred stock, and/or through private placements. The minimum operational expenses must be met in order to relive the threat of the company's ability to continue as a going concern. There is no assurance that our current operations will be profitable or that we will raise sufficient funds to continue operating. The Company continues to trim overhead expenses to meet revenues," according to the report. A full-text copy of the Form 10-Q is available for free at: http://is.gd/A6hi2b About Eco Building Vista, Calif.-based Eco Building Products is a manufacturer of proprietary wood products treated with an eco-friendly proprietary chemistry that protects against mold, rot, decay, termites and fire. EL PASO CHILDREN'S HOSPITAL: Files for Ch. 11 Amid UMC Dispute -------------------------------------------------------------- El Paso Children's Hospital Corporation has sought bankruptcy protection to find a resolution of its disputes with the owner of the campus where its hospital is located and its main creditor, El Paso County Hospital District d/b/a University Medical Center of El Paso. The Debtor quickly filed with the bankruptcy court a motion to compel UMC to participate in mediation. This proposed mediation would constitute as the third formal mediation between the parties. The Debtor also believes that compelling mediation under particular circumstances and with guidelines in place will result in a final agreement that has thus far eluded the parties. On the Petition Date, the Debtor also initiated an adversary proceeding against UMC. The Debtor asserts bankruptcy claims pursuant to 11 U.S.C. Sec. 547, 548, and 550, stemming from, among other things, the avoidability of UMC's preferential lien filing against the Debtor within a year of the Petition Date ("UMC Lien") and from obligations taken on by the Debtor at the insistence of UMC for inadequate consideration. The Debtor also seeks injunctive relief to prevent UMC from pushing forward with any assertion that their agreements terminated prior to the Petition Date. Finally, the Debtor also seeks a declaratory judgment concerning UMC obligating the Debtor to make overpriced rental payments for its use of its premises on the UMC campus, despite the Debtor's continued provision of medical services to El Paso's indigent pediatric population. Lopsided Agreements with UMC The Debtor operates its 122-bed children's hospital at the campus of UMC. UMC and the Debtor entered into a multitude of agreements including a master agreement, a lease for the space on which the Debtor operates on the UMC campus, several development series and repayment agreements that cover the provision and repayment of working capital, administrative services agreements for the provision of services necessary for the Debtor to operate, ranging from housekeeping and dietary to payroll, accounting, revenue cycle, human resources, equipment lease agreements, and labor service agreements According to the Debtor, the Agreements are consistently ambiguous, lopsided, and provide UMC with rights and compensation that exceed UMC's costs and market rates by several fold. The Debtor's CEO, Mark Herbers explains that with respect to the efficiencies that were supposed to be created by the location of the Debtor on the UMC campus, the opposite occurred. The Debtor relates that UMC instead charged the Debtor multiples of its actual costs for myriad services, rent, and ancillary items. These charges were not only above UMC's cost but far more than what the Debtor would pay third-party vendors for equivalent services, Mr. Herbers tells the Court. In addition, UMC obligated the Debtor to utilize its wholly-owned subsidiary managed care company, El Paso First Health Plans, Inc. for management of certain managed care programs. The Debtor believes that El Paso First has significantly underpaid the Debtor for services provided by the Debtor through systematically paying under-market and below-cost rates. The Debtor was unable to keep up with the exorbitant charges foisted on it by the Agreements. On or about April 11, 2013, the Debtor entered into a Pledge and Security Agreement ("Security Agreement"), purportedly to secure the Debtor's obligations due to UMC arising from an agreement on outstanding amounts owed to UMC relating to the Agreements. Since at least mid-April of 2014, the Debtor has had material operating losses and has been suffering from a lack of liquidity. UMC has had knowledge of the Debtor's material operating losses and its lack of liquidity since at least 2013. More than a year after the date of the Security Agreement, with untoward access to the Debtor and unbeknownst to the Debtor, on or about May 28, 2014, UMC filed a UCC-1 Financing Statement with the Texas Secretary of State ("UMC Lien"), which purports to effect a lien on all of the Debtor's assets. Prepetition Negotiations In July 2014, motivated by the Debtor's financial distress, UMC and the Debtor began negotiations concerning the payable due to UMC from the Debtor. UMC presented itself as a potential strategic partner to the Debtor, and the Debtor's Board approved terms upon which it would allow UMC to take control of the Debtor, but the Debtor soon discovered that UMC intended to fundamentally alter the structure of the Debtor's board into a sole corporate member structure, with UMC holding extensive reserve powers and requiring certain reporting requirements.1 In January 2015, after the Debtor approved most of the revisions from UMC, with the exception of one term, the agreement fell apart. Approximately a month later, on or about Feb. 2, 2015, UMC provided a proposed term sheet to the Debtor that included terms additional to the prior failed agreement. A few days later, on or about Feb. 11, 2015, UMC told the Debtor that if it did not receive a response to the Feb. 2 term sheet within two days, it would contemplate terminating the Agreements. In response to UMC's threat of termination of the Agreements, the Debtor extended an invitation to UMC to participate in mediation. UMC agreed to the Debtor's mediation suggestion, and on Feb. 17, 2015, the parties participated in half-day mediation with Jim Curtis of Kemp Smith LLP that nearly resulted in an agreement, but when the Debtor requested that the mediation be continued to finish the deal, UMC declined. Instead, another UMC term sheet was presented to the Debtor on Feb. 23, 2015. The Feb. 23 term sheet contained new terms not previously discussed between the parties. The next day, on Feb. 24, 2015, while the Debtor's Board was meeting to discuss the Feb. 23 term sheet, it received a 30 days' notice of termination of certain critical services from UMC. On Feb. 25, 2015, the Debtor provided UMC with a term sheet reflective of the agreement reached at the half-day mediation. With both term sheets at the table, the parties participated in full-day mediation with former Bankruptcy Judge Leif Clark, and reached an agreement that was signed by both parties and subsequently approved by the Board of Managers of UMC as well as the El Paso County Commissioners Court. Weeks into UMC's due diligence period, however, disputes emerged, largely a result of UMC's insistence that additional substantive terms that were not a part of the mediated term sheet be included in the definitive agreement. The agreed-upon closing date for a transaction whereby UMC would become the sole corporate member of the Debtor of April 30, 2015, has come and gone and the parties continued to negotiate a resolution; however, lingering disputes remained unresolved as of the Petition Date. Prepetition Capital Structure As of the last audited financials prior to the Petition Date, the Debtor has total assets of approximately $23 million, and total liabilities of approximately $99 million. As of Sept. 30, 2014, UMC asserted that it was owed in excess of $81 million from the Debtor. The Debtor, however, believes that that the amount owed by the Debtor is a fraction of the amount claimed by UMC. According to Mr. Herbers, the tangled and codependent relationship between the Debtor and UMC has resulted in a gross distortion of the actual financial condition of the Debtor. On Feb. 26, 2015, Navigant Healthcare Cymetrix Corporation f/k/a Cymetrix Corporation, the new corporate owner of a failed vendor of the Debtor, obtained a prejudgment writ of garnishment against the Debtor over nearly a million dollars in the Debtor's operating funds. The garnishment was obtained in connection with a lawsuit filed by Cymetrix on Feb. 26, 2015 in Denton County, Texas. According to the Debtor, Cymetrix asserted a right to damages against the Debtor, despite its myriad and persistent failures to perform its contractual obligations to the Debtor, including its billing and other accounting services from which the Debtor was to ensure its cash flow and manage payments for its provision of patient care. First Day Motions The Debtor on the Petition Date filed with the Bankruptcy Court motions to: -- use cash collateral in the ordinary course; -- pay prepetition wages and benefits; -- compel mediation UMC to engage in mediation; -- maintain procedures for confidentiality of patient information; and -- continue its existing cash management system. The Debtor on the Petition Date commenced adversary proceedings against (i) UMC, (ii) El Paso First, and (iii) Navigant. A copy of the affidavit in support of the first day motions is available for free at: http://bankrupt.com/misc/El_Paso_C_1st_Day_Affidavit.pdf About El Paso Children's Hospital El Paso Children's Hospital Corporation operates the El Paso Children's Hospital, the only not-for-profit children's hospital in the El Paso region and the only dedicated pediatric hospital within a 200-mile radius of El Paso, Texas. The hospital opened its doors in February 2012, features 122 private pediatric rooms, and is located at the campus of El Paso County Hospital District d/b/a University Medical Center of El Paso ("UMC"). The Company sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 15-30784) in El Paso, Texas on May 19, 2015. The case is assigned to Judge H. Christopher Mott, following disputes with UMC. The Debtor tapped Jackson Walker LLP as counsel. The Debtor estimated $50 million to $100 million in assets and liabilities. EL PASO CHILDREN'S HOSPITAL: Section 341 Meeting Set for June 24 ---------------------------------------------------------------- A meeting of creditors in the bankruptcy case of El Paso Children's Hospital Corporation will be held on June 24, 2015, at 10:00 a.m. at El Paso Suite 135. Creditors have until Sept. 22, 2015, to file their proofs of claim. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About El Paso Children's Hospital El Paso Children's Hospital Corporation operates the El Paso Children's Hospital, the only not-for-profit children's hospital in the El Paso region and the only dedicated pediatric hospital within a 200-mile radius of El Paso, Texas. The hospital opened its doors in February 2012, features 122 private pediatric rooms, and is located at the campus of El Paso County Hospital District d/b/a University Medical Center of El Paso ("UMC"). The Company sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 15-30784) in El Paso, Texas on May 19, 2015. The case is assigned to Judge H. Christopher Mott, following disputes with UMC. The Debtor tapped Jackson Walker LLP as counsel. The Debtor estimated $50 million to $100 million in assets and liabilities. EL PASO CHILDREN'S HOSPITAL: Seeks Confidentiality of Patient Info ------------------------------------------------------------------ El Paso Children's Hospital Corporation is asking the U.S. Bankruptcy Court for the Western District of Texas to enter an order authorizing certain procedures to maintain the confidentiality of patient information as required by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the Texas Medical Records Privacy Act ("TMRPA"), while providing required disclosure in this bankruptcy case. Bankruptcy Rule 1007(a) and Local Rule 1007 require the Debtor to file matrices listing creditors by name and address. In addition, Sec. 521 of the Bankruptcy Code and Bankruptcy Rule 1007 also require the Debtor to publish certain schedules listing information about creditors. Certain current and past patients of the Debtor may assert claims, generally refund claims, against the Debtor, and under the Bankruptcy Code and the applicable Bankruptcy Rules, the Debtor is required to list information about such patients as potential creditors, including their names and addresses, in the creditor matrix and in the Schedules and Statements. Listing any patient's name or address in the matrix, Schedules, and Statement, or any notice or certificate of service, however, may violate the HIPAA Privacy Rule, unless an exception permitting such distribution is satisfied. Accordingly, the Debtor requests that the Court establish these procedures to balance the need to protect patient health information with the need to disclose information regarding these cases to the public: (a) the Debtor will omit any reference to current or former patients from the matrix of creditors and any certificate of service; (b) the Debtor will identify current or former patients in the Schedules and Statements solely by a code number, such as "Patient 1," "Patient 2," and so forth, and shall make an unredacted copy of the Schedules and Statements available to (a) the Court and to the United States Trustee upon request; and (b) any other party-in-interest only after the Court has entered an order, after notice and a hearing, authorizing the Debtor to do so; (c) the Debtor will maintain a list of all current or former patients (the "Patient List") that appear on the matrix of creditors, and shall make the Patient List, or any portion thereof, available to any party-in-interest only after this Court has entered an order, after notice and a hearing, authorizing the Debtor to do so; and (d) when the Debtor serves any paper upon any person listed on the Patient List, the Debtor will note in the respective certificate of service that the parties served include persons listed on the Patient List. About El Paso Children's Hospital El Paso Children's Hospital Corporation operates the El Paso Children's Hospital, the only not-for-profit children's hospital in the El Paso region and the only dedicated pediatric hospital within a 200-mile radius of El Paso, Texas. The hospital opened its doors in February 2012, features 122 private pediatric rooms, and is located at the campus of El Paso County Hospital District d/b/a University Medical Center of El Paso ("UMC"). The Company sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 15-30784) in El Paso, Texas on May 19, 2015. The case is assigned to Judge H. Christopher Mott, following disputes with UMC. The Debtor tapped Jackson Walker LLP as counsel. The Debtor estimated $50 million to $100 million in assets and liabilities. EL PASO CHILDREN'S HOSPITAL: Wants Access to Cash Collateral ------------------------------------------------------------ El Paso Children's Hospital Corporation is asking the U.S. Bankruptcy Court for the Western District of Texas to enter interim and final orders authorizing the use of cash collateral in the ordinary course. Patricia B. Tomasco, Esq., at Jackson Walker LLP, in Austin Texas, relates that El Paso County Hospital District d/b/a University Medical Center ("UMC") asserts a lien over all of the assets of the Debtor via a UCC-1 filing it made less than a year ago. UMC is not a lender in the traditional sense, and the relationship between UMC and the Debtor has never been that of a typical lender/debtor relationship. Rather, a series of agreements that provide for UMC's provision of services to the Debtor (all of which are crucial to its operations), have fostered the development of a codependent and abusive relationship between UMC and the Debtor that has financially strangled the Debtor. According to the Debtor, the proposed interim budget shows that the Debtor has positive cash flow on a non-debt service basis. The interim budget further shows that the Debtor builds cash over the entire budget period. The Debtor requests the authority to use cash collateral to operate its business. The Debtor's use of cash collateral is essential to its continued operations, which consists entirely of the provision of pediatric care to the children of the El Paso region. The Debtor's use of cash collateral is essential as well to maintain the value of the property and for the effective administration of this bankruptcy case. Therefore, the use of cash collateral is in the best interest of the Debtor, its estate, its creditors, and its most important constituents—its pediatric patients. The Debtor proposes that UMC, to the extent that it has an unavoidable and enforceable lien against the Debtor's cash collateral, be granted a replacement lien on postpetition accounts receivable and have a super-priority administrative claim for any unanticipated diminution in the cash collateral. Given the controversy surrounding the amount and perfection of UMC's lien, the proposed adequate protections of UMC's position is more than sufficient. About El Paso Children's Hospital El Paso Children's Hospital Corporation operates the El Paso Children's Hospital, the only not-for-profit children's hospital in the El Paso region and the only dedicated pediatric hospital within a 200-mile radius of El Paso, Texas. The hospital opened its doors in February 2012, features 122 private pediatric rooms, and is located at the campus of El Paso County Hospital District d/b/a University Medical Center of El Paso ("UMC"). The Company sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 15-30784) in El Paso, Texas on May 19, 2015. The case is assigned to Judge H. Christopher Mott, following disputes with UMC. The Debtor tapped Jackson Walker LLP as counsel. The Debtor estimated $50 million to $100 million in assets and liabilities. EMMAUS LIFE: Posts $3.6 Million Net Loss in First Quarter --------------------------------------------------------- Emmaus Life Sciences, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $3.6 million on $96,800 of net revenues for the three months ended March 31, 2015, compared to a net loss of $7 million on $84,700 of net revenues for the same period last year. As of March 31, 2015, the Company had $2.2 million in total assets, $24.3 million in total liabilities and a $22.1 million total stockholders' deficit. "Based on our losses to date, anticipated future revenue and operating expenses, debt repayment obligations and cash and cash equivalents balance of $0.3 million as of March 31, 2015, we do not have sufficient operating capital for our business without raising additional capital. We incurred losses of $3.6 million for the three months ended March 31, 2015 and $7.0 million for the three months ended March 31, 2014," the Company states in the report. "We will require additional capital to pursue potential future clinical trials and regulatory approvals, as well as further research and development and marketing efforts for our products and potential products. We have no committed sources of additional capital and our access to capital funding is uncertain. If we are not able to secure financing, we may no longer be a going concern and may be forced to curtail operations, delay or stop ongoing clinical trials, or cease operations altogether, file for bankruptcy, or undertake any combination of the foregoing. In such event, our stockholders may lose their entire investment in our company." A full-text copy of the Form 10-Q is available for free at: http://is.gd/YuIkF1 About Emmaus Life Emmaus Life Sciences, Inc., is engaged in the discovery, development, and commercialization of treatments and therapies primarily for rare and orphan diseases. This biopharmaceutical company's headquarters is in Torrance, California. Emmaus Life reported a net loss of $20.8 million on $500,700 of net revenues for the year ended Dec. 31, 2014, compared to a net loss of $14.06 million on $391,000 of net revenues for the year ended Dec. 31, 2013. KPMG LLP, in San Diego, California, issued a "going Concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014. The independent auditors noted that the Company has suffered recurring losses from operations, has significant amounts of debt due within a year, and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. ENERGY & EXPLORATION PARTNERS: Bank Debt Trades at 13% Off ---------------------------------------------------------- Participations in a syndicated loan under which Energy & Exploration Partners is a borrower traded in the secondary market at 87.35 cents-on-the- dollar during the week ended Friday, May 22, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.98 percentage points from the previous week, The Journal relates. Energy & Exploration Partners pays 675 basis points above LIBOR to borrow under the facility. The bank loan matures on January 14, 2019, and carries Moody's and Standard & Poor's did not give any ratings. The loan is one of the biggest gainers and losers among 278 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. EQUITY COMMONWEALTH: Moody's Affirms (P)Ba1 Pref Stock Shelf ------------------------------------------------------------ Moody's Investors Service affirmed the ratings of Equity Commonwealth (senior unsecured at Baa3) and revised the outlook to stable from negative. The stable outlook reflects the REIT's reduced leverage, as well as its progress on its large-scale strategic repositioning plan that will improve its portfolio quality. The following ratings were affirmed with a stable outlook: Equity Commonwealth -- senior unsecured debt at Baa3; preferred stock at Ba1; senior unsecured shelf at (P)Baa3; preferred stock shelf at (P)Ba1; preferred stock non-cumulative shelf at (P)Ba1. Moody's notes that Equity Commonwealth (EQC)'s new management team has significantly improved the REIT's credit profile since assuming control in mid 2014. The REIT has since sold $942 million of assets (including its stake in Select Income REIT), with proceeds being used to repay debt. Net Debt/EBITDA was 4.4x for 1Q15, down from 5.4x for 2013. Fixed charge coverage strengthened to 2.8x, up from 2.4x for 2013. Moody's expects further improvement in EQC's key credit metrics, as it will likely use proceeds from planned asset sales to repay higher cost debt over the intermediate term. Even as the REIT has also stated its intent to pursue opportunistic growth via acquisitions, Moody's expects it will retain modest leverage levels commensurate with its existing rating category. Moody's also notes management's success in moving forward with a strategy to improve its operations and growth profile. Following an extensive portfolio review, they have laid out a plan to sell $2 to $3 billion of assets through 2017. The REIT is under contract to sell 52 properties (19% of the total portfolio by square footage) for $750 million. An additional 32 properties (21% of the total portfolio by square footage) are being marketed and Moody's expects favorable execution given the strong investment sales market. Moody's believes the repositioning program will ultimately result in EQC being a smaller, more focused REIT with more stable earnings through real estate cycles. EQC's key challenge remains improving operations of a large, nationally diverse real estate portfolio. Although market conditions are improving generally, the pace of recovery is uneven and EQC still has a number of weaker assets with vacancy to fill. Moreover, the REIT's operating margins are weak as compared with its peer group. A ratings upgrade would likely reflect improving core occupancy trends and successful completion of the planned dispositions. Demonstration of profitable growth, with increased clarity as to the REIT's long-term operating strategy, while maintaining Net Debt/EBITDA below 5x and fixed charge coverage above 3x, would also be needed. A downgrade would be precipitated by sustained negative operating trends or increased leverage with Net Debt/EBITDA rising above 7x. Fixed charge coverage below 2.4x or secured debt above 15% of gross assets would also result in a downgrade. The last rating action with respect to Equity Commonwealth was on July 10, 2014, when the ratings were confirmed with a negative outlook. Equity Commonwealth (NYSE: EQC) is an internally managed and self-advised real estate investment trust, which primarily owns office buildings located in central business districts and suburban locations across the United States, with headquarters in Chicago, Illinois. The principal methodology used in these ratings was Global Rating Methodology for REITs and Other Commercial Property Firms published in July 2010. ESP RESOURCES: Posts $15,000 Net Income in First Quarter -------------------------------------------------------- ESP Resources, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $15,200 on $2.21 million of net sales for the three months ended March 31, 2015, compared to a net loss of $756,000 on $3.15 million of net sales for the same period in 2014. As of March 31, 2015, the Company had $5.26 million in total assets, $9.68 million in total liabilities and a $4.42 million total stockholders' deficit. "We will require additional capital to fund our losses and working capital deficits and to grow our business to recapture our decline in sales. For this most recent quarter, we remained dependent on our working capital lines and extended credit terms with our vendors to meet our cash requirements. We expect this situation to continue for the foreseeable future until we are able to raise additional capital on acceptable terms. While we anticipate further increases in operating cash flows, we will continue to require additional capital through equity financing and/or debt financing, if available, which may result in further dilution in the equity ownership of our shares and will continue to rely on our extended payment terms with vendors. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock or for our vendors to continue cooperating with us as they have in the past. Furthermore, we may continue to be unprofitable and/or unable to grow our sales at a level where we can become profitable," the Company states in the report. A full-text copy of the Form 10-Q is available for free at: http://is.gd/fjSiqe About ESP Resources The Woodlands, Texas-based ESP Resources, Inc., through its subsidiaries, manufactures, blends, distributes and markets specialty chemicals and analytical services to the oil and gas industry and also provides services for the upstream, midstream and downstream sectors of the energy industry, including new construction, major modifications to operational support for onshore and offshore production, gathering, refining facilities and pipelines designed to optimize performance and increase operators' return on investment. ESP Resources reported a net loss of $2.06 million on $11.91 million of net sales for the year ended Dec. 31, 2014, compared to a net loss of $5.23 million on $10.59 million of net sales in 2013. Turner, Stone & Company, LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred net losses through Dec. 31, 2014, and has a working capital deficit as of Dec. 31, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. EVANS & SUTHERLAND: Stockholders Elect James McCarthy as Director ----------------------------------------------------------------- Evans & Sutherland Computer Corporation held its 2015 Annual Meeting of Shareholders on May 14 at which the stockholders elected James McCarthy as director, ratified Tanner LC as the independent registered public accounting firm for 2015 and approved, on a non-binding discretionary basis, the compensation paid to the Company's named executive officers. About Evans & Sutherland Salt Lake City, Utah-based Evans & Sutherland Computer Corporation in conjunction with its wholly owned subsidiary, Spitz Inc., creates innovative digital planetarium systems and cutting-edge, fulldome show content. E&S has developed Digistar 5, the world's leading digital planetarium with fulldome video playback, real- time computer graphics, and a complete 3D digital astronomy package fully integrated into a single theater system. This technology allows audiences to be immersed in full-color, 3D computer-generated interactive worlds. As a full-service system provider, E&S also offers Spitz domes, hybrid planetarium systems integrated with Digistar and a full range of theater systems from audio and lighting to theater automation. E&S markets include planetariums, science centers, themed attraction venues, and premium large-format theaters. E&S products have been installed in over 1,300 theaters worldwide. Evans & Sutherland reported a net loss of $1.30 million on $26.5 million of sales for the year ended Dec. 31, 2014, compared with net income of $1.17 million on $29.6 million of sales for the same period in 2013. As of April 3, 2015, the Company had $26.74 million in total assets, $57.13 million in total liabilities and a $30.39 million total stockholders' deficit. EXPO DISPLAYS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Expo Displays Caribbean Inc. P.O. BOX 195457 San Juan, PR 00919 Case No.: 15-03789 Chapter 11 Petition Date: May 21, 2015 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Mildred Caban Flores Debtor's Counsel: Jacqueline Hernandez Santiago, Esq. JACQUELINE HERNANDEZ SANTIAGO PO BOX 366431 San Juan, PR 00936-6431 Tel: 787 751-1836 Email: quiebras1@gmail.com Total Assets: $431,120 Total Liabilities: $2.04 million The petition was signed by Alma I. Lopez Mendez, vice-president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/prb15-03789.pdf FAIRMONT GENERAL: Committee-Backed Liquidating Plan Confirmed ------------------------------------------------------------- Judge Patrick M. Flatley entered findings of fact and conclusions of law and order confirming the Joint Plan of Orderly Liquidation filed by Fairmont General Hospital, Inc., and Fairmont Physicians, Inc. The Plan, co-proposed by the Official Committee of Unsecured Creditors, proposes an orderly liquidation of the Debtors' remaining assets. The Debtors on July 1, 2014 won court approval of -- and Sept. 19 closed the sale of -- of substantially all assets to Alecto Healthcare Services Fairmont LLC for a cash payment of $15 million. The Plan provides that all funds realized from the collection and liquidation of the Debtors' assets will be paid to creditors on account of their allowed claims in accordance with the distributive priorities of the Bankruptcy Code and the Plan. The Plan will be implemented by establishing a liquidating trust that will be administered by the liquidating trustee. On the Effective Date, the Debtors' assets, except the D&O Claims and rights in and proceeds of any insurance policies, will be transferred to the liquidating trust for the benefit of creditors. Thereafter, the liquidating trustee will be responsible for liquidating the assets and making distributions to creditors in accordance with the terms of the Plan. On the Effective Date, the estate's interest in any D&O Claims and rights in and proceeds of any insurance policies will revest in the Debtors. The Debtor representative will be authorized to institute and to prosecute through final judgment or settle the D&O Claims. Upon the entry of a final judgment or settlement, the relevant proceeds of the D&O Claims will be transferred to the liquidating trust for the benefit of the holders of allowed claims, in accordance with the provisions of the Plan. The distributions to Creditors may be significantly enhanced by the pursuit of the 2007 Bond Causes of Action and the D&O Claims and the proponents of the Plan are relying on those Claims (and the underlying D&O Policies) to increase the dividend to creditors. In short, the Allowed 2008 Bond Claim, which includes both the outstanding principal due and accrued interest owing as of the Petition Date, will be satisfied in full under the Plan. The Allowed 2007 Bond Claim is projected to receive initial distributions up to $4,250,000 (i.e., $3,500,000 of the Estimated Liquidated Assets and up to $750,000 on its 50% share of the Additional Sources of Cash), then the remaining assets will be allocated 60% to General Unsecured Creditors and 40% to Holders of the 2007 Bonds. Holders of General Unsecured Claims will receive the remainder of the estimated liquidated assets (approximately $790,000) and 50% of the additional sources of cash (estimated to be approximately $650,000). To the extent that these amounts are available on the Effective Date, the liquidating trustee will fund $500,000 in a distribution account for the benefit of holders of general unsecured claims and the remainder will be held as a reserve by the Liquidating Trustee. Thereafter, the Liquidating Trustee will review and analyze all general unsecured claims in an effort to distribute 10% of the allowed general unsecured claims to holders of allowed general unsecured claims. After the 10% threshold is achieved, the remaining assets (and proceeds of causes of action) will be shared with the Holders of the 2007 Bonds -- 60% to Holders of General Unsecured Claims and 40% to Holders of the 2007 Bonds. Holders of General Unsecured Claims against FPI will receive any net proceeds of any FPI Causes of Action. The voting agent, Epiq Bankruptcy Solutions, LLC, certified that impaired classes of creditors entitled to vote on the Plan voted to accept the Plan: * Allowed 2008 Bond Claims in Class 2 (100% of members voting, 100% of dollar amount voting); * Allowed 2007 Bond Claims in Class 3 (100% of members voting, 100% of dollar amount voting); * FGH General Unsecured Claims in Class 5 (96.8% of members voting, 98.99% of dollar amount voting); and * FPI General Unsecured Claims in Class 6 (83.33% of members voting, 99.43% of dollar amount voting). 3M Company, after receiving payment of the remaining cure amount owed under its software license, withdrew its limited objection to confirmation of the Plan. A hearing to consider confirmation of the Plan was held on April 15, 2015. A copy of the Disclosure Statement dated March 3, 2015 is available for free at: http://bankrupt.com/misc/Fairmont_G_Plan_DS.pdf A copy of the April 24, 2015 order confirming the Plan is available for free at: http://bankrupt.com/misc/Fairmont_G_Plan_Order.pdf About Fairmont General Hospital Fairmont General Hospital Inc. and Fairmont Physicians, Inc., which operate a 207-bed acute-care facility in Fairmont, West Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D. W.Va. Case No. 13-01054) on Sept. 3, 2013. The fourth-largest employer in Marion County, West Virginia, filed for bankruptcy as it looks to partner with another hospital or health system. The Debtors are represented by Rayford K. Adams, III, Esq., and Casey H. Howard, Esq., at Spilman Thomas & Battle, PLLC, in Winston-Salem, North Carolina; David R. Croft, Esq., at Spilman Thomas & Battle, PLLC, in Wheeling, West Virginia, and Michael S. Garrison, Esq., at Spilman Thomas & Battle, PLLC, in Morgantown, West Virginia. The Debtors' financial analyst is Gleason & Associates, P.C. The Debtors' claims and noticing agent is Epiq Bankruptcy Solutions. Hammond Hanlon Camp, LLC, has been engaged as investment banker and financial advisor. UMB Bank is represented by Nathan F. Coco, Esq., and Suzanne Jett Trowbridge, Esq., at McDermott Will & Emery LLP. The Committee of Unsecured Creditors is represented by Andrew Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis & Gross P.C. and Kirk B. Burkley, Esq., Bernstein Burkley, P.C. Janet Smith Holbrook, Esq., at Huddleston Bolen LLP, represents the Committee as local counsel. The Bankruptcy Court named Suzanne Koenig at SAK Management Services, LLC, as patient care ombudsman. Ms. Koenig hired her own firm as medical operations advisor; and Greenberg Traurig, LLP, as her counsel. The Debtors have scheduled $48,568,863 in total assets and $54,774,365 in total liabilities. FALCON TRACE: S&P Puts 'BB' Rating on CreditWatch Positive ---------------------------------------------------------- Standard & Poor's Ratings Services has placed its 'BB' underlying rating (SPUR) on three Florida community development districts' (CDDs) series 2007 bonds on CreditWatch with positive implications. The three districts are Falcon Trace CDD, Panther Trace CDD, and Rivercrest CDD. "The CreditWatch placement is due to the recent acquisition of Radian Asset Assurance Inc. by higher-rated Assured Guaranty Corp.," said Standard & Poor's credit analyst Timothy Daley. Before Radian (BB/Negative) was acquired by Assured (AA/Stable) it was the debt service reserve (DSR) surety bond provider for each CDD bond series. In March 2011, S&P lowered its rating on the bonds for each CCD to 'BB/Stable' based on S&P's view that the bonds' DSR had inadequate funding due to its speculative-grade rating on Radian. Special assessments are levied to match debt service payments with very limited excess cash flow, so the DSR is an important security feature that provides additional liquidity if assessments are not received in full or on a timely basis. In S&P's opinion, a DSR of speculative-grade credit quality raises concerns about the availability of this liquidity should it be needed to make debt service payments and weakens a security feature S&P considers essential to maintaining investment-grade ratings on these bonds. S&P views AGC's acquisition of Radian as a positive rating factor. The bonds are secured by non-ad valorem special assessments imposed and levied on benefited land parcels within each CDD and collected by the respective county in which each district is located. S&P expects to resolve the CreditWatch within the next 90 days based on its analysis of the underlying credit fundamentals of the three districts. S&P also expects to have a final rating determination within that time frame. FAMILY CHRISTIAN: FC Special Funding Drops Bid to Lift Stay ----------------------------------------------------------- FC Special Funding LLC, a secured lender of Family Christian LLC, withdrew its request to lift the so-called automatic stay. The lender on April 24 asked the U.S. Bankruptcy Court for the Western District of Michigan to lift the injunction so that it could foreclose on certain assets of Family Christian. FC Special Funding expressed concern Family Christian won't be able to protect the company against the diminution in value of its collateral if it fails to get court approval to sell its assets by June 4. A prior court order, which granted FC Special Funding with "adequate protection," requires Family Christian to stop using the lender's cash collateral if it fails to get approval to sell its assets by June 4, or complete the sale by June 8. Family Christian posted some of its assets as collateral for the loan it obtained from JP Morgan Chase Bank LLC in 2012. In November last year, the bank assigned its rights and obligations under the loan agreement to Special Funding. The company owes FC Special Funding about $23.1 million as of February 11, 2015, court filings show. About Family Christian Family Christian Holding, LLC, is the sole owner and member of Family Christian, LLC, which operates and runs Family Christian stores, one of the largest retail sellers of Christian books, music, DVDs, church supplies, and other faith based merchandise. Family Christian, LLC, Family Christian Holding, LLC, and FCS Giftco, LLC, filed Chapter 11 bankruptcy petitions (Bankr. W.D. Mich. Lead Case No. 15-00643) on Feb. 11, 2015. The petition was signed by Chuck Bengochea as president and CEO. The Debtors estimated assets and liabilities of $50 million to $100 million. The Debtors are being represented by Todd Almassian, Esq., at Keller & Almassian PLC, and Erich Durlacher, Esq., Brad Baldwin, Esq., Bryan Glover, Esq., at Burr & Forman LLP as counsel. The U.S. Trustee for Region 9 appointed seven creditors of Family Christian LLC to serve on the official committee of unsecured creditors. FAYETTEVILLE-FLOYD: Summary Judgment Against Solomon Farms Upheld ----------------------------------------------------------------- The United States District Court for the Southern District of Texas affirmed the summary judgment granted by the Bankruptcy Court against Solomon Farms LLC and in favor of Fayetteville-Floyd Co. District Judge Nelva Gonzales Ramos, in dismissing Solomon Farms' Motion for Reconsideration, stated that she agreed with the Bankruptcy Court that Solomon Farms was not able to demonstrate cause because it had notice of the objection to claim and of the order sustaining that objection. Judge Ramos also added that any health problems that the manager may have suffered would have occurred after the events surrounding the claim's adjudication. Solomon Farms owns substantial acreage in eastern Arkansas, with mineral rights it sought to lease to Fayetteville-Floyd Co. for development. Fayetteville agreed to a lease and issued a draft, allegedly contingent on a determination that Solomon Farms' title to the mineral interests was good and available for lease. Thereafter, Fayetteville determined that there were title problems, dishonored the draft (along with a number of other drafts that had been issued to other putative lessors), and lawsuits began. After some adverse rulings, Fayetteville filed for protection under Chapter 11 of the United States Bankruptcy Code. In the course of the bankruptcy case, Solomon Farms' claim was disallowed. Solomon Farms filed a motion for reconsideration, complaining that it did not receive proper notice of the objection to its timely-filed claim, the hearing date, or the order sustaining the objection. This matter was to be heard in two phases: (1) a determination of whether the order sustaining Fayetteville's objection to Solomon Farms' claim was subject to being reopened, based on notice and procedural issues; and (2) whether, if reconsidered on its merits, the objection to Solomon Farms' claim should be sustained, based on a defect in Solomon Farms' title to lease the minerals. Only if Solomon Farms prevailed in the first phase would the Bankruptcy Court take up the second phase. In the first phase, the Bankruptcy Court granted summary judgment against Solomon Farms, holding that it had sufficient actual or constructive notice of the treatment of its claim, that its delay in filing for rehearing was inexcusable and prejudicial, and that the Bankruptcy Court's order was res judicata. Thus Solomon Farms was not entitled to reconsideration of the order as a matter of law. Solomon Farms appeals that determination to the District Court. Whether Solomon Farms is entitled to relief on the merits of its claim, based on its claim of good title to the mineral interests, is not before the Court. The appellate case is, SOLOMON FARMS LLC, Appellant, v. ROBERT C PATE, Appellee, CIVIL ACTION NO. 2:14-CV-467 (S.D. Tex.). A copy of Judge Ramos' April 20, 2015 Opinion is available at http://is.gd/OhkPFHfrom Leagle.com. In Re Fayetteville-Floyd Gas Company, Inc., represented by Nathaniel Peter Holzer -- pholzer@jhwclaw.com -- Jordan, Hayden et al. Solomon Farms LLC, Appellant, represented by Ronald A Simank, Schauer & Simank. Robert C Pate, Appellee, represented by Nathaniel Peter Holzer, Jordan Hayden et al. Fayetteville-Floyd Gas Company, Inc., formerly known as David H. Arrington Oil and Gas, Inc., filed a voluntary Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 12-_____) on May 24, 2012. By order dated August 14, 2013, the Bankruptcy Court confirmed Fayetteville's Chapter 11 Plan. FIRST DATA: Files 2014 Conflict Minerals Report ----------------------------------------------- First Data Corporation filed with the Securities and Exchange Commission a copy of its conflict minerals report in accordance with Rule 13p-1 and Form SD promulgated under the Securities Exchange Act of 1934 for the reporting period Jan. 1, 2014, through Dec. 31, 2014. The Rules require disclosure of certain information when a company manufactures or contracts to manufacture products and the minerals specified in the Rules are necessary to the functionality or production of those products. The minerals covered by the Rules are gold, columboite-tantalite (coltan), cassiterite, and wolframite, including their derivatives consisting of tin, tungsten, and tantalum (collectively, Conflict Minerals) and the countries covered by this Report (collectively, Covered Countries) are the Democratic Republic of the Congo and all adjoining countries (consisting of Angola, the Republic of the Congo, Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, and Zambia). The Company determined that Conflict Minerals present in some Covered Products may have originated in the Covered Countries and were not from scrap or recycled sources. Therefore, in accordance with the Rules, the Company engaged in due diligence regarding the sources and chain of custody of the Conflict Minerals. A full-text copy of the entire report is available for free at: http://is.gd/TsIGVi About First Data Based in Atlanta, Georgia, First Data Corporation provides commerce and payment solutions for financial institutions, merchants, and other organizations worldwide. First Data reported a net loss attributable to the Corporation of $458 million on $11.2 billion of total revenues for the year ended Dec. 31, 2014, compared with a net loss attributable to the Corporation of $869 million on $10.8 billion of total revenues during the prior year. As of March 31, 2015, the Company had $34.13 billion in total assets, $31.7 billion in total liabilities, $78 million in redeemable noncontrolling interest, and $2.35 billion in total equity. * * * The Company carries a 'B3' corporate family rating, with a stable outlook, from Moody's Investors Service, a 'B' corporate credit rating, with stable outlook, from Standard & Poor's, and a 'B' long-term issuer default rating from Fitch Ratings. FORTESCUE METALS: Bank Debt Trades at 10% Off --------------------------------------------- Participations in a syndicated loan under which Fortescue Metals Group is a borrower traded in the secondary market at 89.58 cents-on-the- dollar during the week ended Friday, May 22, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 1.45 percentage points from the previous week, The Journal relates. Fortescue Metals Group pays 275 basis points above LIBOR to borrow under the facility. The bank loan matures on August 12, 2020, and carries Moody's Ba1 rating and Standard & Poor's BB+ rating. The loan is one of the biggest gainers and losers among 278 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. FRAC SPECIALISTS: Section 341 Meeting Scheduled for June 26 ----------------------------------------------------------- A meeting of creditors in the bankruptcy case of Frac Specialists, LLC, has been set for June 26, 2015, at 10:30 a.m. at FTW 341 Rm 7A24. Creditors have until Sept. 24, 2015, to submit their proofs of claim. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About Frac Specialists Frac Specialists, LLC, Cement Specialists, LLC, and Acid Specialists, LLC, sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 15-41974) in Ft. Worth, Texas, on May 17, 2015. Larry P. Noble signed the petitions as manager. The Debtors estimated assets and debts of $50 million to $100 million. The Companies are oilfield service providers serving the exploration and production industry within the Permian Basin. Noble Natural Resources, LLC, Javier Urias and Alex Hinojos collectively own 100% of the membership interests in the Companies. The Debtors tapped Lynda L. Lankford, Esq., and Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, as their counsel. Judge Michael Lynn presides over the cases. FRAC TECH SERVICES: Bank Debt Trades at 14% Off ----------------------------------------------- Participations in a syndicated loan under which Frac Tech Services Ltd is a borrower traded in the secondary market at 86.35 cents-on-the- dollar during the week ended Friday, May 22, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 1.40 percentage points from the previous week, The Journal relates. Frac Tech Services Ltd. pays 475 basis points above LIBOR to borrow under the facility. The bank loan matures on April 3, 2021, and carries Moody's B2 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 278 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. FREEDOM INDUSTRIES: Plan Rejected; Case Could Be Headed to Ch. 7 ---------------------------------------------------------------- U.S. Bankruptcy Judge Ronald Pearson on May 13, 2015, entered an order denying Freedom Industries Inc.'s bid to move forward with its Plan of Liquidation dated April 30, 2015. The judge sustained the objection of the West Virginia Department of Environmental Protection ("WVDEP"), which strongly took issue with the Plan's treatment of environmental remediation and argued that the Plan did not provide for adequate funding in that regard. The Plan is a result of negotiations with: (a) the Official Committee of Unsecured Creditors which is comprised of trade creditors, spill claim creditors and the West Virginia-American Water Company ("WVAWC"), (b) counsel to certain class action claimants, including those representing parties in what is referred to in the Plan as the Bar 101 Case and the Good Case, (c) the current equity owner of the Debtor and affiliated parties, (d) Gary Southern and affiliated parties, (e) Dennis Farrell, William Tis and Charles Herzing and their respective affiliated parties, who collectively are the former owners and board members of Freedom. However, absent from the list of parties coming to affirmative agreement under the Plan was the WVDEP. Mark Welch, the Chief Restructuring Officer, on May 6 submitted a statement in support of the Plan, saying that the Debtor is willing to work with WVDEP to amend the Plan in ways that would acceptable to WVDEP. Judge Pearson, however, ruled that the Plan, as currently proposed, is not one that can advance, the primary reason being the "unsettled terms of environmental remediation, a matter of highest priority in the case." Judge Pearson ordered the Company to fund remediation of its Etowah River site and comply with the WVDEP's requirements. WVDEP recently suggested that the sum of $1.0 million is required to finalize clean-up of the Etowah River Terminal. The WVDEP had asked the Court to delay the consideration of the Plan until the Company complied with the agency's Voluntary Remediation Program ("VRP"). Chapter 7 Liquidation In the May 13 ruling, Judge Pearson ruled, "The Court cannot help but comment on the lack of information to support the contention of the April 30, 2015 Disclosure Statement that conversion and administration by a Chapter 7 Trustee would be more costly than advancing the proposed Plan to confirmation. Thirty years of experience of this judge and clear priorities remaining to receive attention in this case, which can be advanced with limited cost, indicate the contrary is true." The May 13 ruling made no mention of the May 12 filing by the CRO. In the filing, the CRO said that as an alternative to conversion of the Freedom bankruptcy case to a case under Chapter 7 of the Bankruptcy Code or dismissal of the bankruptcy case, and the consequences that would most likely follow, the CRO is requesting that the Court schedule on an expedited basis a status conference in an effort to address these matters. The CRO explained that on May 8, 2015, the Debtor submitted an updated work plan under the VRP to WVDEP focused on, among other items, soil removal. He added that the Plan includes funding sufficient to cover the $1.0 million remaining remediation figure suggested by WVDEP, provided that there is a reallocation of certain payments established under the Plan to environmental matters. The CRO submitted that the CRO can amend the Plan with the support of those parties involved in its negotiation to provide for a reallocation of funds sufficient to allow Freedom Industries to finalize remediation efforts costing up to the $1.0 million. The CRO noted that Freedom has $47,000, an amount sufficient to pay its on-site remediation contractor for labor, manpower and water removal/disposition for accrued costs through the end of the current week. Thereafter, the Debtor has no further financial resources available to it absent concessions from non-debtor third parties. The CRO's interpretation of these circumstances is that in the absence of an alternative solution, the CRO will file a notice of conversion of the Freedom Industries to a case under chapter 7 of the Bankruptcy Code. According to the CRO, unless WVDEP were to revise the environmental obligations of Freedom Industries in the intervening period, the Office of the U.S. Trustee will be tasked with attempting to appoint an interim chapter 7 trustee to a bankruptcy estate with ongoing environmental obligations and no money. Under these circumstances, it is most likely that WVDEP will be required to step in and address environmental matters at the Etowah River Terminal. The CRO avers that rather than taxpayers of the State of West Virginia being required to fund remediation obligations to the extent that they do exist, the CRO has developed an approach whereby Freedom Industries, under the continued guidance of the CRO, could continue to collect and dispose of water during the pendency of additional soil removal from the MCHM footprint to a point where WVDEP agrees that water collection is no longer required. The CRO has negotiated favorable accommodations with an environmental remediation firm for trucking and disposition of additional soil from the MCHM footprint. Although neither the CRO nor the licensed remediation specialist under the VRP (the "LRS") are of the opinion that further soil removal or water collection/ disposition are actually necessary to protect the health, welfare and safety of the Charleston, WV community, the CRO and LRS appreciate that WVDEP has the final say in these matters. With this understanding, the CRO has negotiated revised accommodations with certain parties that are the sources of funding under the Plan for an amount of $250,000 to be immediately funded to Freedom Industries. The $250,000 would constitute an advance payment of certain settlement consideration otherwise contemplated under the Plan to be funded on what is defined as the "Effective Date" under the Plan. These proceeds would be earmarked exclusively for the purpose of addressing water collection/ disposition and additional soil removal/disposition. Prior to funding the $250,000 or modifying the Plan to reallocate a total of $1.0 million for environmental matters, funding sources under the Plan, require (i) a clear and concise understanding of the uses of the $1.0 million proposed by WVDEP to be allocated for environmental matters, (ii) an understanding that the $1.0 million reallocated under the Plan for environmental purposes is the final amount deemed necessary for conclusion of environmental matters at the Etowah River Terminal, and (iii) an understanding that WVDEP will not stand in the way of a modified Plan allocating $1.0 million for environmental matters moving forward in the confirmation process and will withdraw its objection to the Plan with those modifications. According to the CRO, with understandings of this nature, the sum of $250,000 can promptly be funded into Freedom Industries for water collection/disposition and additional soil removal/ disposition. Promptly thereafter, the Plan can be modified to address a reallocation of financial resources under the Plan sufficient to allow for the earmarked funding of $250,000 and further funding of up to $750,000 upon the Effective Date of the Plan for defined environmental purposes. Freedom Industries can address WVDEP's requirement for $1.0 million of additional funding of environmental matters, but cooperation and collaboration are required in kind. Plan Documents A copy of the Disclosure Statement dated April 30, 2015, is available for free at: http://bankrupt.com/misc/Freedom_I_DS_Apr2015.pdf A summary of the Liquidating Plan dated April 30, 2015, is available for free at: http://bankrupt.com/misc/Freedom_I_Plan_S.pdf A copy of the CRO's May 6 statement in support of the Plan is available for free at: http://bankrupt.com/misc/Freedom_Ind_Plan_CRO_May06.pdf A copy of the CRO's May 12 further statement in support of the Plan is available for free at: http://bankrupt.com/misc/Freedom_Ind_Plan_CRO_May12.pdf A copy of the Court's May 13 ruling is available for free at: http://bankrupt.com/misc/Freedom_Ind_Plan_Denial_May13.pdf About Freedom Industries Freedom Industries Inc. is engaged principally in the business of producing specialty chemicals for the mining, steel and cement industries. The Debtor operates two production facilities located in (a) Nitro, West Virginia; and (b) Charleston, West Virginia. The company, connected to a chemical spill that tainted the water supply in West Virginia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan. 17, 2014. The case is assigned to Judge Ronald G. Pearson. The petition was signed by Gary Southern, president. The Debtor is represented by Mark E Freedlander, Esq., at McGuire Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson, Esq., at Barth & Thompson, in Charleston, West Virginia. On Dec. 31, 2013, four companies merged under the umbrella of Freedom Industries: Freedom Industries Inc., Etowah River Terminal LLC, Poca Blending LLC and Crete Technologies LLC. As reported in the Troubled Company Reporter on Feb. 20, 2014, Kate White, writing for The Charleston Gazette, reported that the Debtor disclosed $16 million in assets and $6 million in liabilities when it filed for bankruptcy. On Feb. 5, 2014, the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Frost Brown Todd LLC as counsel. On March 18, 2014, the Bankruptcy Court approved the hiring of Mark Welch at MorrisAnderson in Chicago as Freedom's chief restructuring officer. GELTECH SOLUTIONS: Acting CEO's Employment Extended for 4 Years --------------------------------------------------------------- GelTech Solutions, Inc., approved an amendment to the employment agreement of Peter Cordani, the Company's founder, acting chief executive officer and chief technology officer, to extend the term of the Agreement for an additional four years (now expiring Oct. 1, 2020), according to a Form 8-K filed with the Securities and Exchange Commission. About GelTech Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware corporation organized in 2006. The Company markets four products: (1) FireIce(R), a water soluble fire retardant used to protect firefighters, structures and wildlands; (2) Soil2O(R) 'Dust Control', its new application which is used for dust mitigation in the aggregate, road construction, mining, as well as, other industries that deal with daily dust control issues; (3) Soil2O(R), a product which reduces the use of water and is primarily marketed to golf courses, commercial landscapers and the agriculture market; and (4) FireIce(R) Home Defense Unit, a system for applying FireIce(R) to structures to protect them from wildfires. The Company reported a net loss of $950,000 on $111,000 of sales for the three months ended Sept. 30, 2014, compared with a net loss of $1.91 million on $530,800 of sales for the same period last year. As of March 31, 2015, the Company had $1.47 million in total assets, $3.93 million in total liabilities, and a $2.46 million total stockholders' deficit. GENERAL MOTORS: Set to Face Criminal Charges Over Ignition Switches ------------------------------------------------------------------- Christopher M. Matthews and Mike Spector, writing for The Wall Street Journal, reported that federal prosecutors are closing in on criminal charges against General Motors Co. over a faulty ignition switch linked to more than 100 deaths, but they are still weighing whether to charge individual employees, according to people familiar with the matter. According to the report, the Manhattan U.S. attorney's office has determined GM likely broke the law by making misstatements about the ignition-switch glitch in older Chevrolet Cobalts and other cars for more than a decade and will likely extract a fine exceeding $1 billion from the company. GM will either plead guilty or enter a so-called deferred-prosecution agreement, people familiar with the matter said, the Journal related. About General Motors With its global headquarters in Detroit, Michigan, General Motors -- http://www.gm.com/-- is one of the world's largest automakers, traces its roots back to 1908. General Motors Co. was formed to acquire the operations of General Motors Corp. through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The U.S. government provided financing. The deal was closed July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM -- General Motors Corporation -- filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. The Debtors tapped Weil, Gotshal & Manges LLP Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel; and Morgan Stanley, Evercore Partners and the Blackstone Group LLP as financial advisor. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. * * * The Troubled Company Reporter, on Aug. 29, 2014, reported that Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of General Motors Company (GM) and its General Motors Holdings LLC (GM Holdings) subsidiary at 'BB+'. In addition, Fitch has affirmed GM Holdings' secured revolving credit facility rating at 'BBB-' and GM's senior unsecured notes rating at 'BB+'. The Rating Outlook for GM and GM Holdings is Positive. GERALD ADAMS: Court Denies Bankruptcy Discharge ----------------------------------------------- Bankruptcy Judge Neil P. Olack found the Adversary Complaint filed by First Bank to be well taken and ruled that the Debtors should be denied their discharge. First Bank commenced an adversary proceeding for the Court to make that determination. That case is captioned, FIRST BANK, PLAINTIFF, v. GERALD ADAMS AND KAY ADAMS, DEFENDANTS, ADV. PROC. NO. 14-00046-NPO (Bankr. S.D. Miss.). Judge Olack found that First Bank has demonstrated by a preponderance of the evidence that the Debtors intended to hinder, delay, or defraud First Bank by concealing estate property and transferring funds from the Debtors in Possession Account to the Adams & Adams Account and should be denied their discharge pursuant to Section 727(a)(2)(B). He further found that the Debtors knowingly and fraudulently, in or in connection with their Bankruptcy Case, made a false oath and should be denied their discharge pursuant to Section 727(a)(4)(A). A copy of the April 22, 2015 memorandum opinion and order is available at http://is.gd/wbRZ26from Leagle.com. Gerald and Kay Adams Gerald Adams and Kay Adams filed a voluntary Chapter 11 petition (Bankr. S.D. Miss. Case No. 12-02569-NPO) on August 8, 2012. On May 23, 2013, the Court determined that the Adams should no longer serve as debtors-in-possession and appointed J. Stephen Smith as the chapter 11 trustee. On October 21, 2013, the case was converted to a chapter 7 case where Smith became the chapter 7 trustee. GETTY IMAGES: Bank Debt Trades at 18% Off ----------------------------------------- Participations in a syndicated loan under which Getty Images Inc. is a borrower traded in the secondary market at 81.67 cents-on-the- dollar during the week ended Friday, May 22, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 2.04 percentage points from the previous week, The Journal relates. Getty Images Inc. pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on October 14, 2019, and carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 278 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. GLYECO INC: Appoints Charles Trapp as Director ---------------------------------------------- The Board of Directors of GlyEco, Inc., appointed Charles F. Trapp to serve as a member of the Board, effective May 22, 2015, according to a document filed with the Securities and Exchange Commission. Mr. Trapp, 65, is currently the executive vice president and chief financial officer of MAM Software Group, Inc., a leading provider of business and supply chain management solutions primarily to the automotive parts manufacturers, retailers, tire and service chains, independent installers, and wholesale distributors in the automotive aftermarket. Prior to his employment with MAM Software Group, Inc., which began in November 2007, Mr. Trapp was the co-founder and president of Somerset Kensington Capital Co., a Bridgewater, New Jersey-based investment firm that provided capital and expertise to help public companies restructure and reorganize from 1997 until November 2007. Earlier in his career, he served as CFO and/or a board member for a number of public companies, including AW Computer Systems, Vertex Electronics Corp., Worldwide Computer Services and Keystone Cement Co. His responsibilities have included accounting and financial controls, federal regulatory filings, investor relations, mergers and acquisitions, loan and labor negotiations, and litigation management. Mr. Trapp is a Certified Public Accountant and received his Bachelor of Science degree in Accounting from St. Peter’s College in Jersey City, New Jersey. Mr. Trapp will be compensated as a Board member in accordance to the Company's FY 2015 Director Compensation Plan. About GlyEco, Inc. Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company formed to roll-out its proprietary and patent pending glycol recycling technology that transforms waste glycols, a hazardous material, into profitable green products. As of March 31, 2015, the Company had $16.6 million in total assets, $2.48 million in total liabilities and $14.09 million in total stockholders' equity. Glyeco reported a net loss attributable to common shareholders of $8.73 million on $5.89 million of net sales for the year ended Dec. 31, 2014, compared with a net loss of $4 million on $5.53 million of net sales for the year ended Dec. 31, 2013. Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has yet to achieve profitable operations and is dependent on its ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. GLYECO INC: Reports Fiscal First Quarter Financial Results ---------------------------------------------------------- GlyEco, Inc., announced financial results for its fiscal quarter ended March 31, 2015, through the filing on May 15, 2015, of its quarterly report on Form 10-Q with the Securities and Exchange Commission. "Although our recycling facility in Elizabeth, NJ negatively impacted our operations this quarter, the improving outlook at our other Processing and Distribution Centers and reductions to corporate overhead, including redundancies in headcount and efficiencies, helped mitigate the impact," said Mr. David Ide, GlyEco president and chief executive officer. "Our Processing and Distribution Centers added over 650 new national retail customer locations while experiencing a retention rate of over 97% for same store customers during the same period in 2014, a clear indication of continuing customer demand for our high quality recycled antifreeze and specialty blended products, exceptional customer service, and distribution reach. Unfortunately, our recycling facility in NJ realized low production volumes due to a shutdown of the facility for several weeks for plant modifications and the lockout stemming from disagreements with the landlord. However, for the month of March our NJ facility realized a 33% increase in our monthly production run-rate compared to the same period last year. Additionally, our remaining facilities realized a 19% increase in total gallons processed for the quarter. We continue to invest in our business, focusing on building our national sales program, field operations technology infrastructure, improving and elevating our high product quality standards, and selectively increasing our processing capacity in strategic locations to position the company for further growth. We believe our dedication to quality - quality of recycled glycol products, quality of customer service, and quality of our experienced Processing and Distribution Centers will continue to advance GlyEco, Inc. We are committed to driving our business to profitability, focused expansion, and deploying our technology to advance the Company and our local, regional and national partners. First quarter gains in clients, and reductions in attrition, are the results of our dedication to quality, our investment into our facilities, and leadership from our field operations." The Company's revenue was $1.34 million for the quarter ended March 31, 2015, compared to $1.65 million for same period last year, a decrease of $310,590 or 18.8%. Operating loss for the quarter improved by $210,713 to negative $935,851, an improvement of 18.4% when compared to the negative $1.15 million of operating loss for the same period last year. Net loss available to common shareholders for the quarter improved by $2.46 million to negative $978,766, an improvement of 71.5% when compared to the negative $3.44 million of net income available to common shareholders for the same period last year. Basic loss per share was $(0.02) compared to basic loss per share of $(0.07) for the same period last year. Gross loss for the quarter was negative $107,813 or negative 8.0% of revenues compared to negative $8,382 or negative 0.5% of revenues for the same period last year. The decrease in cost of revenues for the three months ended March 31, 2015, was $211,159 or 12.7%, when compared to the three months ended March 31, 2014. The decrease in gross profit was mainly attributable to the decrease in total revenues. A full-text copy of the press release is available at: http://is.gd/FbIRkQ About GlyEco, Inc. Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company formed to roll-out its proprietary and patent pending glycol recycling technology that transforms waste glycols, a hazardous material, into profitable green products. Glyeco reported a net loss attributable to common shareholders of $8.73 million on $5.89 million of net sales for the year ended Dec. 31, 2014, compared with a net loss of $4 million on $5.53 million of net sales for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $16.6 million in total assets, $2.48 million in total liabilities and $14.09 million in total stockholders' equity. Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has yet to achieve profitable operations and is dependent on its ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. GRANITE DELLS: Has $2.1-Mil. Settlement with Cavan Management ------------------------------------------------------------- Arizona Eco Development LLC, in its capacity as Liquidating Agent and assignee of Granite Dells Ranch Holdings, LLC, filed a motion asking the U.S. Bankruptcy Court for the District of Arizona to approve a settlement resolving all remaining claims between the estate of GDRH and the estate of Cavan Management Services, LLC. Following three mediations and numerous hours expended by the parties, the primary claimant and defendant groups in various proceedings related to the GDRH and CMS cases pending before this Court have reached a resolution of the proceedings. The Agreement submitted by the parties to the Court for approval provides in broad terms: * a general set of releases between the parties, and between the two bankruptcy cases; * the payment of $2,180,000 cash from the defendants to the plaintiffs/creditors in these proceedings; * the transfer to the Trustee of certain real property near Surprise, Arizona, or the net proceeds from the sale of said property, with an agreed upon stipulated value of $300,000; * the execution and delivery of a Promissory Note from David and Karen Cavan in the amount of $250,000, secured by certain intellectual property; and * the distribution of the settlement proceeds through the CMC and GDRH proceedings, pursuant to agreements reached by the CMS Trustee and creditors of the GDRH estate and over 90% of the creditors of the CMS estate. Donald L. Gaffney, Esq., at Snell & Wilmer L.L. P., in Phoenix, Arizona, asserts that the Settlement Agreement resolves all remaining claims between the GDRH and CMS estates and provides the basis for final distributions and closing of the GDRH estate. Mr. Gaffney believes that the Settlement Agreement is in the best interests of the GDRH estate and creditors, and that the Court ought to authorize and approve: (i) the Settlement Agreement, and (ii) for AED and the Trustee to take any and all additional actions to perform under the Settlement Agreement and to execute such other and further documents as is necessary to effectuate and implement the terms of the Settlement Agreement. The Liquidating Agent is represented by: Donald L. Gaffney Jill H. Perrella SNELL & WILMER L.L.P. One Arizona Center 400 E. Van Buren Phoenix, AZ 85004-2202 Tel: (602) 382-6000 Fax: (602) 382-6070 E-mail: dgaffney@swlaw.com jperrella@swlaw.com About Granite Dells Ranch Holdings Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962) in Phoenix on March 13, 2012. Judge Redfield T. Baum PCT Sr. oversees the case. The Debtor is represented by Alan A. Meda, Esq., at Stinson Morrison Hecker LLP. The Debtor disclosed $2.22 million in assets and $157 million in liabilities as of the Chapter 11 filing. Cavan Management Services, LLC is the Debtor's manager. David Cavan, member of the firm, signed the Chapter 11 petition. Arizona ECO Development LLC, which acquired a $83.2 million 2006 loan by the Debtor, is represented by Snell & Wilmer L.L.P. The resolution authorizing the Debtor's bankruptcy filing says the Company is commencing legal actions against Stuart Swanson, AED, and related entities relating to the purchase by Mr. Swanson of a promissory note payable by the Company to the parties that sold a certain property to the Company. According to Law 360, AED sued Granite Dells on March 6 asking the Arizona court to appoint a receiver. Arizona ECO is foreclosing on a secured loan backed by 15,000 acres of Arizona land. The United States Trustee said that an official committee has not been appointed in the bankruptcy case of Granite Dells because an insufficient number of unsecured creditors have expressed interest in serving on a committee. GREEN PLAINS: $120MM Loan Add-on No Impact on S&P's Ratings ----------------------------------------------------------- Standard & Poor's Rating Services said that its issue-level rating on Green Plains Inc.'s (Green Plains) wholly owned subsidiary Green Plains Processing's senior secured credit facility remains 'BB' with a recovery rating of '1' following the company's announcement that it intends to issue a $120 million add-on to its existing $225 million term loan B. The '1' recovery rating indicates S&P's expectation of very high (90% to 100%) recovery if a payment default occurs. As of March 31, 2015, Green Plains had approximately $700 million of balance-sheet debt. Omaha, Neb.-based Green Plains Inc. is a vertically integrated ethanol producer with four operating segments including ethanol production, corn oil production, marketing and distribution, and agribusiness. S&P's corporate credit rating on Green Plains is 'B+', and the outlook is stable. RATINGS LIST Green Plains Renewable Energy Inc. Corporate credit rating B+/Stable/-- Green Plains Processing $345 mil sr secd term loan B due 2020 BB Recovery rating 1 GUGGENHEIM PRIVATE: Fitch Rates Class D Notes Series D-1 'Bsf' -------------------------------------------------------------- Fitch Ratings expects to assign the following ratings to Guggenheim Private Debt Fund Note Issuer 2.0, LLC (Guggenheim PDFNI 2): -- $149,000,000 class A notes series A-1 'A-sf'; Outlook Stable; -- $50,000,000 class B notes series B-1 'BBB-sf'; Outlook Stable; -- $45,000,000 class C notes series C-1 'BBsf'; Outlook Stable; -- $21,000,000 class D notes series D-1 'Bsf'; Outlook Stable. The class sizes above are based on $500 million of issuance proceeds expected to be raised at the first funding date. Fitch does not expect to rate the leverage tranche, class E notes and limited liability company interests. These ratings are effective as of May 20, 2015. The assignment of the expected ratings is contingent on the receipt of final documents conforming to information already reviewed. TRANSACTION SUMMARY Guggenheim PDFNI 2 is a collateralized loan obligation (CLO) transaction that will invest in a portfolio comprised of a combination of broadly syndicated loans and middle market private debt investments (PDIs). The manager, Guggenheim Partners Investment Management, LLC (GPIM) is expecting to raise approximately $2.0 billion of commitments from investors to fund the transaction. Investors will earn class-specific commitment fees on the undrawn portions of their commitments. The commitments will be drawn upon at seven separate funding dates during the investment period. At each funding date, notes and the leverage tranche will be issued in proportions that may decrease the level of credit enhancement (CE) available for each class. Assuming the leverage tranche and each class of notes is fully drawn on each funding date, credit enhancement can decrease from funding date one to funding date seven as follows: -- Class A notes: 52.2% at funding date one; 42.5% at funding date seven; -- Class B notes: 42.2% at funding date one; 32.0% at funding date seven; -- Class C notes: 33.2% at funding date one; 24.9% at funding date seven; -- Class D notes: 29.0% at funding date one; 21.2% at funding date seven. Fitch expects to assess the creditworthiness of the notes at each of the seven funding dates. The manager may reinvest proceeds during the transaction's four-year investment period. Fitch's Funds and Asset Managers group has conducted an operational review on GPIM and views GPIM as an acceptable manager for the transaction. RATING RATIONALE Fitch's analysis focuses primarily on a Fitch-stressed portfolio, which accounts for many of the worst-case portfolio concentrations permitted by the indenture. Guggenheim PDFNI 2 was stressed to reflect the potential for a lower obligor count, higher 'CCC' asset exposure and broader permitted investments when compared to a typical broadly syndicated CLO. Cash flow modeling of the Fitch-stressed portfolio indicates performance in-line with the assigned ratings for each class of rated notes in Fitch's standard cash flow scenarios. KEY RATING DRIVERS Sufficient Credit Enhancement: Credit enhancement (CE) for each class of rated notes, in addition to excess spread, is sufficient to protect against portfolio default and recovery rate projections in each class's respective rating stress scenario. The degree of CE available to each class of rated notes exceeds the average CE levels typically seen on like-rated tranches of recent CLO issuances backed by middle market loans. 'B-/CCC+' Asset Quality: The average credit quality of the Fitch stressed portfolio is 'B-/CCC+', which is below that of recent CLOs. Issuers rated in the 'B' rating category denote a highly speculative credit quality while issuers in the 'CCC' rating category denote substantial credit risk. When analyzing the capital structure for the first funding date, class A, B, C and D notes are projected to be able to withstand default rates of up to 90.5%, 82.9%, 78.3% and 76.1%, respectively. Strong Recovery Expectations: In determining the rating of the notes, Fitch stressed the indicative portfolio by assuming a higher portfolio concentration of assets with lower recovery prospects and further reduced recovery assumptions for higher rating stress assumptions. The Fitch stressed portfolio assumed 100% of the assets were assigned a Fitch recovery rating of 'RR3', resulting in a base case recovery assumption of 54.5%. The analysis of the class A and B notes assumed recovery rates of 33.8% in Fitch's 'A-sf' scenario and 41.4% in Fitch's 'BBB-sf' scenario, respectively. Class C and D notes assumed recovery rates of 49.7% in Fitch's 'BBsf' scenario and 54.5% in Fitch's 'Bsf' scenario, respectively. FITCH ANALYSIS Analysis was conducted on a Fitch-stressed portfolio, which was created by Fitch and designed to address the impact of the most prominent risk-presenting concentration allowances and targeted test levels to ensure that the transaction's expected performance is in line with the ratings assigned. The Fitch-stressed portfolio at the first funding date was assumed to consist of $500 million par amount of loans. Notable portfolio concentrations specified by the transaction documents include: -- Maximum 20% assets rated 'CCC+' and below (by Fitch); -- Maximum 60% assets rated 'B-' and below (by Fitch); -- Minimum average recovery rates of 40%, 50%, 60% and 65% for the class A, class B, class C and class D notes, respectively; -- Maximum weighted average life (WAL) test of 7.5 years; -- Maximum 10% fixed-rate obligations; -- Minimum weighted average spread test of 6.25% and weighted average coupon test of 8%. Individual obligor concentration is limited to 1% of the portfolio, with the exception of the largest nine exposures. If the sum of the largest nine exposures is less than 70%, the indenture permits additional obligors to be as large as 5%. The indenture also sets minimum exposures to syndicated bank loans, which decreases from 25% to 15% as the portfolio size increases. Given these parameters, Fitch stressed the portfolio to consist of 39 obligors. The degree of permitted obligor concentration is greater than what Fitch has seen in recent CLO issuance, and has been incorporated into Fitch's stressed portfolio analysis. The indenture allows for a 20% 'CCC'-rated bucket for funding dates one through six, increasing to 25% for the seventh funding date. Additionally, collateral rated 'B-'or lower is limited to 60% for funding dates one through six, increasing to 65% for the seventh funding date. Increased 'CCC' and 'B-' limitations are subject to both the commitments and the leverage tranche commitments being fully drawn, or the rating condition being satisfied with respect to such increases. The maximum WAL test begins at 7.5 years for the first funding date and steps down in half-year increments at each subsequent funding date until the fifth funding date, but the maximum WAL for funding dates six and seven remains at 5.5 years. In consideration of the longer risk horizon for funding dates one through five, the Fitch stressed portfolio assumed the WAL test begins at 8.5 years, stepping down to 5.5 years at the seventh funding date. The transaction's other portfolio covenants, such as specified industry concentration limitations, are static at each funding date. Fitch maximized the permitted industry concentrations and assumed the investments are within industries considered by Fitch to be relatively highly-correlated, thereby increasing the overall level of correlation in the hypothetical portfolio. Finally, all assets were assumed to have a Fitch recovery rating of 'RR3', commensurate with the minimum average recovery rate test limits specified by the indenture. Projected default and recovery statistics of the Fitch-stressed portfolio were generated using Fitch's portfolio credit model (PCM). The PCM default rate hurdles for the first funding date were 77%, 70%, 62%, and 53% at the 'A-sf', 'BBB-sf', 'BBsf', and 'Bsf' rating levels, respectively. These PCM outputs were used as inputs into Fitch's proprietary cash flow model, which was customized to reflect Guggenheim PDFNI 2.0's specific transaction structure. In the analysis of the Fitch-stressed portfolio, the cash flow model was also adjusted to account for possible risk-presenting allowances such as the maximum permitted amounts of fixed-rate assets and semi-annual-pay assets (10% each). The fixed-rate collateral assets were assumed to pay the minimum weighted average coupon of 8%, while the floating-rate assets were assumed to pay the minimum floating spread over LIBOR of 6.25%. Fitch's cash flow model runs include 12 stress scenarios encompassing different combinations of default timing and interest rate stresses, as described in Fitch's cash flow analysis criteria. The break-even default rates (BDRs) for each class of notes in each scenario were compared to the PCM default hurdle rates at the appropriate rating stresses. The cash flow analysis of the Fitch-stressed portfolio demonstrated that each class of rated notes passed all 12 stress scenarios for the first funding date at levels consistent with the ratings assigned above, with minimum breakeven cushions (BDR minus PCM hurdle rate) of 13.5%, 12.9%, 16.3%, and 23.1% for the class A, B, C and D notes, respectively. Fitch also analyzed the PCM and cash flow model output using the Fitch-stressed portfolio for each of the remaining six funding dates, assuming the structure increased its leverage at each funding date by applying the maximum draw amounts for each class of notes, including the leverage tranche. The analysis of funding dates two through seven demonstrated that each class of rated notes also passed all 12 stress scenarios at levels consistent with the ratings assigned above, with one exception. Funding date seven had one marginal failure of (0.5%), with minimum breakeven cushions of 1.2%, (0.5%), 4.0% and 9.1% for the class A, B, C and D notes, respectively. RATING SENSITIVITIES Fitch evaluated the first funding date structure's sensitivity to the potential variability of key model assumptions including decreases in weighted average spread or recovery rates and increases in default rates or correlation. Fitch expects each class of notes to remain within one rating category of their original ratings even under the most extreme sensitivity scenarios. Results under these sensitivity scenarios ranged between 'AA+sf' and 'BBB+sf' for the class A notes, 'BBB+sf' and 'BB+sf' for the class B notes, 'BBBsf' and 'B+sf' for the class C notes and 'BB+sf' and 'B-sf' for the class D notes. Fitch also analyzed the impact of a reduced WAL and whether a related decrease of aggregate available excess spread over the lifetime of the transaction would negatively impact the expected performance of the notes; the results of this scenario remained consistent with the assigned ratings. The results of the sensitivity analysis also contributed to Fitch's assignment of Stable Outlooks on each class of notes. PERFORMANCE ANALYTICS Fitch expects to have credit views, via either public ratings or credit opinions, on all of the PDIs that will be purchased into the portfolio. Fitch will rely on the issuer to provide it with relevant financial information on such borrowers on an ongoing basis so that Fitch may maintain its ratings on the transaction. Fitch will monitor the transaction regularly and as warranted by events with a review. Events that may trigger a review include, but are not limited to, the following: -- Asset defaults; -- Portfolio migration; -- OC or IC test breach; -- Breach of concentration limitations or portfolio quality covenants; -- Future changes to Fitch's rating criteria. Surveillance analysis is conducted on the basis of the then-current portfolio. Fitch's goal is to ensure that the assigned ratings remain an appropriate reflection of the issued notes' credit risk. An assessment of the transaction's representations and warranties was also completed and found to be consistent with the ratings assigned. For further information, see 'Guggenheim Private Debt Fund Note Issuer 2.0, LLC Representations and Warranties Appendix', dated May 20, 2015. HCSB FINANCIAL: Shareholders Elect 2 Class I Directors ------------------------------------------------------ The 2015 annual meeting of shareholders of HCSB Financial Corporation was held on May 19, 2015, at the Center for Health and Fitness at 3207 Casey Street, Loris, South Carolina. At the Annual Meeting, the shareholders elected Singleton Bailey and James R. Clarkson as Classs I members to the Board of Directors. The shareholders also ratified the appointment of Elliott Davis Decosimo, LLC as the Company's independent registered public accountants and approved, on an advisory basis, the compensation of the Company's named executive officers. The other directors that continued in office after the meeting are as follows: Class II: Michael S. Addy Clay D. Brittain, III Class III: Johnny C. Allen Tommie W. Grainger Gwyn G. McCutchen, D.D.S. About HCSB Financial Loris, South Carolina-based HCSB Financial Corporation was incorporated on June 10, 1999, to become a holding company for Horry County State Bank. The Bank is a state chartered bank which commenced operations on Jan. 4, 1988. From its 13 branch locations, the Bank offers a full range of deposit services, including checking accounts, savings accounts, certificates of deposit, money market accounts, and IRAs, as well as a broad range of non-deposit investment services. During the third quarter of 2011, the Bank closed its Covenant Towers branch located at Myrtle Beach. All deposits were transferred to the Bank's Myrtle Beach branch and the Bank does not expect any disruption of service in that market for its customers. HCSB Financial reported a net loss available to common shareholders of $1.4 million on $16.09 million of total interest income for the year ended Dec. 31, 2014, compared to net income available to common shareholders of $911,000 on $17.07 million of total interest income for the year ended Dec. 31, 2013. Elliott Davis Decosimo, LLC, in Columbia, South Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has suffered recurring losses that have eroded regulatory capital ratios and the Company's wholly owned subsidiary, Horry County State Bank, is under a regulatory Consent Order with the Federal Deposit Insurance Corporation that requires, among other provisions, capital ratios to be maintained at certain levels. As of Dec. 31, 2014, the Company's subsidiary is considered significantly undercapitalized based on its regulatory capital levels. These considerations raise substantial doubt about the Company's ability to continue as a going concern. The Company also has deferred interest payments on its junior subordinated debentures for 16 consecutive quarters as of Dec. 31, 2014. Under the terms of the debentures, the Company may defer payments for up to 20 consecutive quarters without creating a default. Payment for the 20th quarter interest deferral period will be due in March 2016. If the Company fails to pay the deferred and compounded interest at the end of the deferral period, the trustees of the corresponding trusts, would have the right, after any applicable grace period, to exercise various remedies, including demanding immediate payment in full of the entire outstanding principal amount of the debentures. The balance of the debentures and accrued interest as of December 31, 2014 were $6.19 million and $714,000, respectively. These events also raise substantial doubt about the Company's ability to continue as a going concern as of Dec. 31, 2014. As of March 31, 2015, the Company had $425.1 million in total assets, $436 million in total liabilities and a $10.5 million total shareholders' deficit. Bankruptcy Warning "The Company has been deferring interest payments on its trust preferred securities since March 2011 and has deferred interest payments for 17 consecutive quarters. The Company is allowed to defer payments for up to 20 consecutive quarterly periods, although interest will also accrue and compound quarterly from the date such deferred interest would have been payable were it not for the extension period. All of the deferred interest, including interest accrued on such deferred interest, is due and payable at the end of the applicable deferral period, which is in March 2016. At March 31, 2015, total accrued interest equaled $759 thousand. If we are not able to raise a sufficient amount of additional capital, the Company will not be able to pay this interest when it becomes due and the Bank may be unable to remain in compliance with the Consent Order. In addition, the Company must first make interest payments under the subordinated notes, which are senior to the trust preferred securities. Even if the Company succeeds in raising capital, it will have to be released from the Written Agreement or obtain approval from the Federal Reserve Bank of Richmond to pay interest on the trust preferred securities. If this interest is not paid by March 2016, the Company will be in default under the terms of the indenture related to the trust preferred securities. If the Company fails to pay the deferred and compounded interest at the end of the deferral period the trustee or the holders of 25% of the aggregate trust preferred securities outstanding, by providing written notice to the Company, may declare the entire principal and unpaid interest amounts of the trust preferred securities immediately due and payable. The aggregate principal amount of these trust preferred securities is $6.0 million. The trust preferred securities are junior to the subordinated notes, so even if a default is declared the trust preferred securities cannot be repaid prior to repayment of the subordinated notes. However, if the trustee or the holders of the trust preferred securities declares a default under the trust preferred securities, the Company could be forced into involuntary bankruptcy," the Company warns in its March 31, 2015, quarterly report. HILCORP ENERGY: Moody's Rates New Unsecured Notes 'Ba3' ------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Hilcorp Energy I, L.P. and co-issuer Hilcorp Finance Company's senior unsecured notes due 2025. Note proceeds will be used to fund the redemption of Hilcorp's $300 million, 8% senior notes due 2020 and to repay borrowings under its revolving credit facility. The outlook is stable. Issuer: Hilcorp Energy I, L.P -- Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD5) "Notwithstanding an increased use of debt to fund recent acquisition activity, Hilcorp remains one of the most conservatively leveraged companies rated by Moody's in the high-yield E&P space, with debt leverage remaining well below that of its peers," commented Andrew Brooks, Moody's Vice President. "The company continues to have ample available debt capacity within its current ratings to accommodate its modestly higher debt levels." The Ba3 rating on its senior unsecured notes reflects their subordinate position to Hilcorp's $1.4 billion secured borrowing base revolving credit's priority claim to the company's assets. The size of the senior secured claims relative to Hilcorp's outstanding senior unsecured notes results in the notes being rated one notch below the Ba2 Corporate Family Rating (CFR) under Moody's Loss Given Default Methodology. Hilcorp's Ba2 CFR reflects its record of strong production and reserves growth, and modest debt levels, residual to the de-leveraging effect of asset sales in 2011 and 2012. Asset sale proceeds funded an almost 50% reduction in debt at the time, also providing significant funding for subsequent acquisitions in Alaska's Cook Inlet, South Texas and acreage in the Utica Shale, and in November 2014, the Alaskan North Slope. Supplementing asset sale proceeds as a source of acquisition financing, debt levels approximately tripled between 2013 and 2014 to $1.9 billion; however, 2015's first quarter debt on production registered a modest $13,000 per barrel of oil equivalent (Boe) in contrast to the $7,440 per Boe registered in 2013. Average daily production increased 37% over the same quarterly periods, averaging 156,100 Boe per day in 2015's first quarter, while averaging 121,500 Boe per day over the course of 2014. Acquisitions have also added further geological diversification to Hilcorp's traditional Texas-Louisiana Gulf Coast base of operations, such that 37% of Hilcorp's proved reserves as of December 31, 2014 were attributable to its Alaskan properties. Moody's expects that the increase in debt levels incurred in 2014 is unlikely to be repeated, with the company reverting to the conservative use of debt in the funding of its ongoing operations and future acquisitions that has typically defined its strategy towards financial leverage. The Ba2 rating also recognizes the high call on future cash flow of future development costs (FDCs), in the gross amount of $4.45 billion at December 31, of which asset retirement obligations are a sizeable component. The singular control Mr. Jeffery Hildebrand wields over Hilcorp's operations through his ownership of Hilcorp's general partner is also reflected in the Ba2 CFR; however, Moody's notes that the company has prospered under his control and leadership. Moody's expect Hilcorp to remain in a good liquidity position through 2016. At March 31, Hilcorp had cash and marketable securities of $177 million, and $665 million of availability under the $1.4 billion secured borrowing base revolving credit facility. Hilcorp's borrowing base could be as high as $2.4 billion, indicating additional headroom above the facility's current committed amount. In April 2015, the scheduled maturity date of the revolver was extended to April 2020. With 2015's projected capital spending of $700-$750 million, Hilcorp is expected to generate neutral to slightly positive free cash flow, and should not require significant incremental utilization of its revolving credit facility. The revolver has two maintenance financial covenants, a minimum current ratio of 1.0x, and a maximum total debt to EBITDA ratio of 4.25x, under both of which Hilcorp was fully compliant at March 31. Given the relatively modest size of the revolver's borrowing base compared to Hilcorp's $9.1 billion year-end 2014 PV-10, Hilcorp has access to alternative sources of liquidity, such as asset sales, if needed to further bolster its liquidity. The stable outlook reflects Hilcorp's growing production through its low-risk exploitation strategy, and its modest debt leverage. Presuming Hilcorp successfully manages its Alaskan North Slope acquisition for value accretion, an upgrade could be considered if Hilcorp's production is maintained above 130,000 Boe per day on a consistent basis while keeping debt to average daily production below $15,000 per Boe. Moody's would further expect that Hilcorp's growth strategy not materially deviate from its historic focus on the acquisition of mature, longer-lived assets whose potential avail themselves to future exploitation. A downgrade is possible should Hilcorp materially re-lever its capital structure to in excess of $20,000 per Boe of average daily production, or should debt materially increase to fund a major acquisition or dividends. Hilcorp is a private limited partnership headquartered in Houston, Texas. The company's primary producing assets are located in Alaska, Texas, Louisiana and the Utica Shale in Pennsylvania and Ohio. The principal methodology used in this rating 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. HNO GREEN FUELS: Section 341(a) Meeting Set for June 15 ------------------------------------------------------- There will be a meeting of creditors of HNO Green Fuels, Inc. on June 15, 2015, at 2:30 p.m. at RM 720, 3801 University Ave., in Riverside, California. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. HNO Green Fuels, Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 15-14946) in Riverside, California, on May 16, 2015. The Debtor estimated $50 million to $100 million in assets and $1 million to $10 million in debt. The Debtor tapped Levene, Neale, Bender, Yoo & Brill L.L.P, as counsel. Judge Mark D. Houle presides over the case. HOLY HILL: Seeks to Sell Sunset Blvd. Property for $18.6-Mil. ------------------------------------------------------------- Richard J. Laski, Chapter 11 Trustee for Holy Hill Community Church, filed motion seeking authority from the U.S. Bankruptcy Court Central District of California, Los Angeles Division, to sell a parcel of real property located at 1111 Sunset Blvd., in Los Angeles, California, to 1111 Sunset, LLC, for $18,600,000. The property consists of approximately 5.29 acres of land and including all real and personal property, and air rights associated with the operation and maintenance of the property, including, without limitation, all fixtures and improvements and all records, plans, licenses, developments rights, entitlements, warranties, governmental permits and allocations, and all other governmental approvals. According to Andy S. Kong, Esq., at Arent Fox LLP, in Los Angeles, California, the Sale Agreement provides for two separate options, which will be subject to the election of the Trustee in his sole and absolute discretion, for the purchase of the Property pursuant to the terms and conditions of the Sale Agreement. The options are: (1) Should the Trustee elect the Additional Payment Option, the purchase price of the Property will consist of a fixed initial payment of $16,000,000, and the Additional Payment, as that payment is detailed and calculated in the Sale Agreement; and (2) Should the Trustee elect the Lump Sum Payment Option, then the purchase price for the Property will consist of a single lump sum payment of $18,600,000 at the time of Closing. In connection with the sale, the Trustee seeks authority to assume and assign contracts identified in Exhibit A, a schedule of which is available at http://bankrupt.com/misc/HOLYHILLconts0501.pdf The sale of the property is subject to overbidding in favor of third parties willing to participate at an auction. The Chapter 11 Trustee is represented by: Aram Ordubegian, Esq. Andy S. Kong, Esq. ARENT FOX LLP One Arizona Center 555 West Fifth Street, 48th Floor Los Angeles, CA 90013-1065 Tel: (213) 629-7400 Fax: (213) 629-7401 E-mail: aram.ordubegian@arentfox.com andy.kong@arentfox.com 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. INTELLIPHARMACEUTICS INT'L: To Accelerate its Rexista Program ------------------------------------------------------------- Intellipharmaceutics International Inc. announced that the United States Food and Drug Administration provided the Company with notification regarding its Investigational New Drug Application submission for Rexista Oxycodone XR (Abuse Deterrent oxycodone hydrochloride) extended release tablets. The notification from the FDA stated that the Company will not be required to conduct Phase III studies if bioequivalence to Oxycontin is demonstrated. The Company had earlier announced, on March 30, 2015, that it had submitted an IND to the FDA for Rexista Oxycodone XR in anticipation of the commencement of Phase III clinical trials. At the same time the Company had also announced that topline data results of three definitive Phase I pharmacokinetic clinical trials (single dose fasting, single dose steady-state fasting, and single dose fed) all met the bioequivalence criteria when compared to the existing branded drug Oxycontin. The Company believes, in light of these prior results, that it will not be required to conduct Phase III studies, although no assurance to that effect can be given. The Company believes the FDA notification is significant as it provides a basis for an accelerated development plan for its Rexista Oxycodone XR product candidate, without the need for more costly and time-consuming Phase III studies. The Company intends to file a New Drug Application for Rexista Oxycodone XR (Abuse Deterrent oxycodone hydrochloride) extended release tablets with the FDA within the next 6 to 12 months, although no assurance to this effect can be given. Further, there can be no assurance that the FDA will ultimately approve the NDA for sale of Rexista Oxycodone XR in the U.S. market, or that it will ever be successfully commercialized. "We are thrilled with the FDA's positive acknowledgement, which enables us to accelerate the development and commercialization of our abuse deterrent Rexista Oxycodone XR product candidate," stated Dr. Isa Odidi, CEO and co-founder of Intellipharmaceutics. "The avoidance of a Phase III trial eliminates a significant financial hurdle. More importantly, it shortens the development timeline and potential time to market." About Intellipharmaceutics Toronto, Canada-based Intellipharmaceutics International Inc. is incorporated under the laws of Canada. Intellipharmaceutics is a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs. Its patented Hypermatrix(TM) technology is a multidimensional controlled- release drug delivery platform that can be applied to the efficient development of a wide range of existing and new pharmaceuticals. Based on this technology, Intellipharmaceuticshas a pipeline of product candidates in various stages of development, including filings with the FDA in therapeutic areas that include neurology, cardiovascular, gastrointestinal tract, diabetes and pain. Intellipharmaceutics reported a net loss of $3.85 million on $8.76 million of revenues for the year ended Nov. 30, 2014, compared with a net loss of $11.5 million on $1.52 million of revenues for the year ended Nov. 30, 2013. As of Feb. 28, 2015, the Company had $7.31 million in total assets, $3.13 million in total liabilities, and $4.18 million in shareholders' equity. Deloitte LLP, in Toronto, Canada, issued a "going concern" qualification on the consolidated financial statements for the year ended Nov. 30, 2014, citing that the Company's recurring losses from operations and the accumulated deficit cast substantial doubt about its ability to continue as a going concern. ITUS CORP: Incurs $2.23 Million Net Loss in Second Quarter ---------------------------------------------------------- ITUS Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.23 million on $25,000 of total revenue for the three months ended April 30, 2015, compared to a net loss of $3.24 million on $1.1 million of total revenue for the same period in 2014. For the six months ended April 30, 2015, the Company reported net income of $1.51 million on $9.16 million of total revenue compared to a net loss of $6.86 million on $1.1 million of total revenue for the same period last year. As of April 30, 2015, the Company had $11.1 million in total assets, $4.14 million in total liabilities and $6.99 million in total shareholders' equity. "Based on currently available information as of May 22, 2015, we believe that our existing cash, cash equivalents, short-term investments and expected cash flows from patent licensing and enforcement, and other potential sources of cash flows will be sufficient to enable us to continue our business activities for at least 12 months. However, our projections of future cash needs and cash flows may differ from actual results. If current cash on hand, cash equivalents, short term investments and cash that may be generated from our business operations are insufficient to satisfy our liquidity requirements or if we elect to purchase assets or a business for cash, we may seek to sell equity securities or obtain loans from various financial institutions where possible. The sale of additional equity securities or convertible debt could result in dilution to our stockholders. We can give no assurance that we will generate sufficient cash flows in the future to satisfy our liquidity requirements or sustain future operations, or that other sources of funding, such as sales of equity or debt, would be available, if needed, on favorable terms or at all. If we cannot obtain such funding if needed or if we cannot sufficiently reduce operating expenses, we would need to curtail or cease some or all of our operations," the Company said in the report. A full-text copy of the Form 10-Q is available for free at: http://is.gd/FK9Xp5 About ITUS Corporation ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires patented technologies for the purposes of patent monetization and patent assertion. The company currently has 10 patent portfolios in the areas of Key Based Web Conferencing Encryption, Encrypted Cellular Communications, E-Paper(R) Electrophoretic Display, Nano Field Emission Display ("nFED"), Micro Electro Mechanical Systems Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window Frame Construction, VPN Multicast Communications, Internet Telephonic Gateway, and Enhanced Auction Technologies. CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014, to reflect the Company's change in its business operations. Itus Corporation reported a net loss of $9.60 million on $3.66 million of total revenue for the year ended Oct. 31, 2014, compared to a net loss of $10.08 million on $389,0000 of total revenue for the year ended Oct. 31, 2013. The Company also reported a net loss of $4.25 million for the year ended Oct. 31, 2012, and a net loss of $7.37 million for the year ended Oct. 31, 2011. J. CREW: Bank Debt Trades at 9% Off ----------------------------------- Participations in a syndicated loan under which J. Crew is a borrower traded in the secondary market at 91.50 cents-on-the- dollar during the week ended Friday, May 22, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.31 percentage points from the previous week, The Journal relates. J. Crew pays 300 basis points above LIBOR to borrow under the facility. The bank loan matures on February 27, 2021, and carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 278 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. JBS USA: Moody's Rates Proposed $600MM Unsecured Notes 'Ba2' ------------------------------------------------------------ Moody's Investors Service assigned a Ba2 senior unsecured rating to $600 million of proposed senior unsecured guaranteed notes due 2025 being offered by JBS USA, LLC. The rating assignment is subject to successful completion of the offering and final documentation. The outlook is stable. JBS USA intends to use the net proceeds from the notes to make an intercompany loan to its parent, JBS USA Holdings, Inc., which will dividend the loan proceeds to ultimate parent, JBS S.A. Moody's expects that JBS S.A. will use the proceeds to call a portion of its $900 million 8.25% notes due 2018. This notes offering follows a senior secured term loan offering launched on May 8th, 2015 in connection with a proposed refinancing at JBS USA that was canceled due to unfavorable market conditions. Moody's has withdrawn the Ba1 rating assignment related to the canceled term loan offering. JBS USA's ratings are driven primarily by the Corporate Family Rating of JBS S.A. (Ba2, stable), which controls JBS USA Holdings and its wholly-owned subsidiary JBS USA LLC in all material respects. Thus, Moody's expects any future changes to JBS USA's ratings to mirror changes to JBS S.A.'s Corporate Family Rating. JBS S.A's Ba2 ratings incorporate the strength of its global operations as one of the world's largest protein producers and its good diversification of protein products, raw material sourcing and sales, which offset inherent industry risks such as exposures to protein cycles, animal diseases and trade restrictions. JBS S.A. has improved its business profile through the expansion of its global processed food portfolio, including the strong domestic brands of JBS Foods. This should lead to higher and more stable margins over time. Partially offsetting these positive attributes are risk factors such as a weakening domestic economy in Brazil, and the company's history of aggressive growth via acquisitions. JBS USA, LLC: Rating assigned: -- Proposed $600 million senior unsecured notes due May 2025 at Ba2. Rating withdrawn: -- Proposed $475 million Term Loan B due May 2022 at Ba1. -- The outlook is stable. The proposed notes will be guaranteed by JBS S.A., JBS Global Luxembourg, JBS Holding Luxembourg, Burcher Pty Limited and JBS USA Holdings. The notes also will be guaranteed by JBS USA's wholly-owned US restricted subsidiaries, except JBS US Holding LLC, the holding company for JBS USA's Australia operations. The notes will rank equally to the existing senior unsecured debt at JBS USA, LLC, including $700 million 8.25% notes due February 2020, $1,150 million 7.25% notes due June 2021 and $750 million 5.875% notes due July 2024. The notes will be effectively subordinated to the existing senior secured debt at JBS USA, LLC including a $492 million senior secured term loan due 2020, a $408 million senior secured term loan B due May 2018, and a $900 million asset-backed revolving credit facility ($717 million of availability as of March 31, 2015) expiring August 2019. JBS USA, LLC ("JBS USA") operates the US beef and pork segments and the Australian beef and lamb operations of Brazil-based JBS S.A., the largest protein processor in the world. JBS USA is owned directly by an intermediate holding company, JBS USA Holdings ("Holdings") that also owns a 75.5% controlling equity interest in US-based Pilgrim's Pride Corporation ("Pilgrims"), the second largest poultry processor in the world. Reported net sales for JBS S.A., Holdings, and Pilgrims for the twelve months ended December 2014 were approximately BRL 120.5 billion (USD 39.7 billion) and $8.6 billion, respectively, while JBS USA reported net sales of $20.4 billion for the twelve-month period ended March 31, 2015. The principal methodology used in this rating was Global Protein and Agriculture Industry published in May 2013. KEMET CORP: Incurs $14.1 Million Net Loss in Fiscal 2015 -------------------------------------------------------- KEMET Corporation filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $14.1 million on $823 million of net sales for the year ended March 31, 2015, compared to a net loss of $68.5 million on $834 million of net sales for the year ended March 31, 2014. The Company incurred a net loss of $82.2 million for the year ended March 31, 2013. As of March 31, 2015, the Company had $753 million in total assets, $588 million in total liabilities, and $165 million in total stockholders' equity. "Uncertainty in the global financial and credit markets could impact our ability to implement new financial arrangements or to modify our existing financial arrangements. An inability to obtain new financing or to further modify existing financing could adversely impact the execution of our restructuring plans and delay the realization of the expected cost reductions. Our ability to generate adequate liquidity will depend on our ability to execute our operating plans and to manage costs in light of developing economic conditions. An unanticipated decrease in sales, or other factors that would cause the actual outcome of our plans to differ from expectations, could create a shortfall in cash available to fund our liquidity needs. Being unable to access new capital, experiencing a shortfall in cash from operations to fund our liquidity needs and the failure to implement an initiative to offset the shortfall in cash would likely have a material adverse effect on our business," the Company states in the report. A full-text copy of the Form 10-K is available for free at: http://is.gd/y99iM0 About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." * * * As reported by the TCR on March 26, 2013, Moody's Investors Service downgraded KEMET Corp.'s Corporate Family Rating to 'Caa1' from 'B2' and the Probability of Default Rating to 'Caa1-PD' from 'B2- PD' based on Moody's expectation that KEMET's liquidity will be pressured by maturing liabilities and negative free cash flow due to the interest burden and continued operating losses at the Film and Electrolytic segment. As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on KEMET to 'B-' from 'B+'. "The downgrade is based on continued top-line and margin pressures and lagging results from the restructuring of the Film & Electrolytic [F&E] business, which combined with cyclical weak end-market demand, has resulted in sustained, elevated leverage well in excess of 5x, persistent negative FOCF, and diminishing liquidity," said Standard & Poor's credit analyst Alfred Bonfantini. The TCR reported in August 2014 that S&P revised its outlook on KEMET to 'stable' from 'negative'. S&P affirmed the ratings, including the 'B-' corporate credit rating. LAWNDALE GROUP: Chapter 15 Case Summary --------------------------------------- Chapter 15 Petitioner: John David Ayres Chapter 15 Debtor: Lawndale Group S.A. Vanterpool Plaza P.O. Box 873 Wickhams Cay 1 Road Town, Tortola Chapter 15 Case No.: 15-11352 Type of Business: Oil Trading Business Chapter 15 Petition Date: May 22, 2015 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Chapter 15 Petitioner's Counsel: James H. Power, Esq. Michael J. Frevola, Esq. Arthur E. Rosenberg, Esq. Warren E. Gluck, Esq. Sean P. Barry, Esq. HOLLAND & KNIGHT, LLP 31 West 52nd Street New York, NY 10019 Tel: (212) 513-3200 Fax: (212) 385-9010 Email: james.power@hklaw.com michael.frevola@hklaw.com arthur.rosenberg@hklaw.com warren.gluck@hklaw.com sean.barry@hklaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $10 million to $50 million A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb15-11352.pdf LEO MOTORS: Incurs $595,000 Net Loss in First Quarter ----------------------------------------------------- Leo Motors, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $595,000 on $42,800 of revenues for the three months ended March 31, 2015, compared to a net loss of $1.26 million on $0 of revenues for the same period in 2014. As of March 31, 2015, the Company had $5.77 million in total assets, $4.87 million in total liabilities and $904,500 in total equity. "Significant losses from operations have been incurred since inception and there is an accumulated deficit of $(21,856,019) as of March 31, 2015. Continuation as a going concern is dependent upon attaining capital to achieve profitable operations while maintaining current fixed expense levels," the Company said. A full-text copy of the Form 10-Q is available for free at: http://is.gd/w9BQCa About Leo Motors Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo Motors, Inc., a Nevada corporation, is currently engaged in the research and development of multiple products, prototypes and conceptualizations based on proprietary, patented and patent pending electric power generation, drive train and storage technologies. In 2011, the Company determined its investment in Leo B&T Inc. an investment account was impaired and recorded an expense of $4.5 million. During the 2012 year the Company had a net non operating income largely from the result of the forgiveness of debt for $1.3 million. Leo Motors incurred a net loss of $4.5 million on $693,000 of revenues for the year ended Dec. 31, 2014, compared to a net loss of $1.24 million on $0 of revenues for the year ended Dec. 31, 2013. John Scrudato CPA, in Califon, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred significant accumulated deficits, recurring operating losses and a negative working capital. This and other factors raise substantial doubt about the Company's ability to continue as a going concern. LEVEL 3: Stockholders Elect 11 Directors ---------------------------------------- Level 3 Communications, Inc., held its 2015 annual meeting of stockholders on May 21, 2015, at which the stockholders: (1) elected Jeff K. Storey, Kevin P. Chilton, Steven T. Clontz, James O. Ellis, Jr., Irene M. Esteves, Michael Glenn, Spencer B. Hays, Michael J. Mahoney, Kevin W. Mooney, Peter Seah Lim Huat and Peter van Oppen to the Board of Directors to hold office until the annual meeting of stockholders in 2016 or until his or her successor is elected and qualified; (2) approved the Company's Stock Incentive Plan; (3) ratified the extension of the Company's Rights Agreement that is designed to protect the Company's U.S. net operating loss carryforwards from limitations pursuant to Section 382 under the U.S. Internal Revenue Code of 1986, as amended; (4) approved the named executive officer compensation, which vote is on an advisory basis; and (5) did not approve a stockholder proposal regarding proxy access. Effective May 21, 2015, the Board determined that only two non-employee members of the Board are required to serve on the Classified Business and Security Committee. As a result, the members of this committee are now: Kevin P. Chilton (chair); James O. Ellis, Jr. and Jeff K. Storey. About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. For the year ended Dec. 31, 2014, the Company reported net income of $314 million on $6.77 billion of revenue compared to a net loss of $109 million on $6.31 billion of revenue during the prior year. As of March 31, 2015, the Company had $21.3 billion in total assets, $14.58 billion in total liabilities and $6.71 billion in total stockholders' equity. * * * In June 2014, Fitch Ratings upgraded the Issuer Default Rating (IDR) assigned to Level 3 Communications, Inc. (LVLT) and its wholly owned subsidiary Level 3 Financing, Inc. (Level 3 Financing) to 'B+' from 'B'. "The upgrade of LVLT's ratings is supported by the continued strengthening of the company's credit profile since the close of the Global Crossing Limited (GLBC) acquisition, positive operating momentum evidenced by expanding gross and EBITDA margins, and ongoing revenue growth within the company's Core Network Services (CNS) segment and its position to generate meaning FCF," Fitch stated. In June 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Level 3 to 'B' from 'B-'. "The upgrade reflects improved debt leverage, initially from the acquisition of the lower-leveraged Global Crossing in October 2011, and subsequently from realization of the bulk of what the company expects to eventually be $300 million of annual operating synergies," said Standard & Poor's credit analyst Richard Siderman. As reported by the TCR on Oct. 31, 2014, Moody's Investors Service upgraded Level 3's corporate family rating (CFR) to 'B2' from 'B3'. Level 3's B2 CFR is based on the company's ability to generate relatively modest free cash flow of between $250 million and $300 million in 2016 and, inclusive of debt which is presumed to be converted to equity in 2015, to de-lever by approximately 0.5x to 4.8x (Moody's adjusted) by the end of 2016. LIFE PARTNERS: Units Seek Joint Administration with Parent Case --------------------------------------------------------------- Two months after being appointed as Chapter 11 trustee for Life Partners Holdings, Inc., H. Thomas Moran II submitted Chapter 11 bankruptcy petitions for two LPHI subsidiaries, Life Partners Inc. and LPI Financial Services, Inc. The Subsidiary Debtors immediately filed an emergency motion for joint administration of their Chapter 11 cases with the LPHI case. Life Partners is estimated to have $100 million to $500 million in assets and more than $1 billion in debt. LPI Financial estimated less than $50,000. The Trustee notes that the rights of the respective creditors of each of the estates will not be prejudiced by the joint administration of the Cases because the relief sought is procedural in nature and is not intended to affect substantive rights Life Partners Inc. According to the Trustee, LPI was formed to engage in the secondary market for life insurance policies known generally as "life settlements," involving the purchase of previously issued life insurance policies upon individuals (the "insureds"). LPHI is the parent company, by virtue of being the 100% stock owner, of LPI. From its inception in 1991 to the early 2000s, Life Partners dealt exclusively in the purchase and administration of life insurance policies held by persons who were thought to be terminally ill. Those types of life settlements are referred to as "viaticals" in the industry. Over time, Life Partners transitioned into the purchase and administration of life insurance policies for which the insured is over the age of 65 (sometimes referred to as "senior" life settlements). In either instance (viaticals or senior life settlements), the existing policyholder would sell the policy to LPI and receive an immediate cash payment. To build its portfolio of life insurance policies (the "Policy Portfolio"), LPI was generally contacted by holders of policies, or their representatives, to sell their policies. LPI would then solicit money from investors (the "Investors") to fund its purchase of the policy. In a life settlement transaction, the estimate of an Insured's life expectancy ("LE") is a critical factor in determining the purchase price that investors are willing to pay. Once the purchase was completed, LPI recorded its ownership of the policy with the insurance company and would then designate an "escrow" company as the record beneficiary. LPI purchased many types of life insurance policies, including group, term, universal life, and whole life. As of the Subsidiary Petition Date, LPI is or was the record owner of approximately 3,600 life insurance policies with an aggregate face value in excess of $2.4 billion. Since the Trustee's appointment, Life Partners has not purchased any new life insurance policies. Following LPI's purchase of a life insurance policy and related sale of investment contracts to its Investors, LPI is responsible for policy servicing and portfolio management, which now comprises the focus of Life Partners' business operation. Policy servicing and portfolio management includes all of the activities required to keep the Policies in force through maturity and receipt of their proceeds, including but not limited to: (a) maintaining policy files (and related Investor files, as applicable); (b) tracking (and optimizing) premium payments; (c) tracking the insured individuals; and (d) obtaining proof of death and submitting claims for payment of death benefits under the Policies. This also includes determining the frequency and amount of premiums to pay the insurance companies in order to keep each policy in force. Historically, LPI has instructed so-called escrow agents to pay premiums in amounts and frequency LPI directed. Prior to the Subsidiary Petition Date, LPI and its licensees also facilitated "resale" transactions (on which they collected additional fees) and, several years ago, LPI began to operate an online trading platform it called the "LP Market." Shortly after his appointment, the Trustee closed that market out of concern, among other things, that it involved the sale of unlicensed "securities." Trustee's Investigation Immediately upon his appointment, the Chapter 11 Trustee began to discharge his fiduciary duties, including launching an investigation into the business practices of Life Partners (which investigation is ongoing). In the in the matter of SEC v. Life Partners Holdings, Inc., et al., pending in the federal district court for the Western District of Texas, Case No. 12-cv-00033-JRN (the "SEC Action"), the District Court found, among other things, that ". . . Defendants knowingly -- or at least recklessly -- violated securities laws of this nation." The Trustee's investigation has included an analysis of the Life Partners business enterprise, and prior business practices, with a particular emphasis on investigating the allegations that resulted in the judgment entered in the SEC Action and led to his appointment. As a result of his investigation to date, the Trustee concluded that Life Partners devised and executed a wide-ranging scheme to defraud its Investors. The fraud, which took place over the course of a number of years, occurred in a number of ways, including, but not limited to: * Use of artificially shortened life expectancies in the sale of its so-called "fractional investments"; * Material misrepresentation of the returns Investors could expect; * Misrepresentations regarding whether policies had lapsed and resale of lapsed interests; * Use of so-called "escrow companies," including one with the word "trust" in its name, as instrumentalities of, and cover for, the fraudulent scheme; * Charging massive, undisclosed fees and commissions, the total amount of which, in many cases, exceeded the purchase price of the policies themselves; * Repeated misrepresentation of Life Partners' business practices in order to maneuver around securities regulatory regimes; * Egregious and continuous self dealing by insiders; * Failure to disclose CSV; * Forcing Investors to abandon Contract Positions, many of which were then resold for personal gain; * Systematic financial mismanagement, including improper payment of dividends; * Faulty and inconsistent record keeping, including with respect to the purported "escrow" companies and "trusts"; * Commingling and unauthorized use of Investor monies; * The offer and sale of unregistered securities; and * Implying the investment structure was a permissible investment for an IRA, and failing to disclose the risks if it was not. About Life Partners Life Partners Holdings, Inc., is the parent company of the world's oldest company engaged in the secondary market for life insurance, commonly called "life settlements." Since its incorporation in 1991, Life Partners, Inc. has completed over 162,000 transactions for its worldwide client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion in face value. Waco, Texas-based Life Partners Holdings -- http://www.lphi.com/-- is a financial services company engaged in the secondary market for life insurance known as life settlements. Life Partners Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20, 2015. The case is assigned to Judge Russell F. Nelms. J. Robert Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the Debtor. The official committee of unsecured creditors formed in the case tapped Munsch Hardt Kopf & Harr, P.C., as counsel. Tracy A. Bolt of BDO USA, LLP, was named as examiner for the Debtor's case. At the behest of the U.S. Securities and Exchange Commission, the U.S. Trustee, and the Creditors Committee, the Court ordered the appointment of a Chapter 11 trustee. On March 13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in LPHI's case. The Chapter 11 Trustee signed Chapter 11 bankruptcy petitions for LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No. 15-41995) and LPI Financial Services, Inc. (Case No. 15-41996). Life Partners is estimated to have $100 million to $500 million in assets and more than $1 billion in debt. LPI Financial estimated less than $50,000 The Trustee is represented by: THOMPSON & KNIGHT LLP David M. Bennett, Esq. Richard B. Roper, Esq. Katharine Battaia Clark, Esq. 1722 Routh Street, Suite 1500 Dallas, TX 75201 Telephone: 214-969-1700 Facsimile: 214-969-1751 E-mail: David.Bennett@tklaw.com Richard.Roper@tklaw.com Katie.Clark@tklaw.com LLRIG TWO: Sells Condominium Lot to Filley Trust for $57,000 ------------------------------------------------------------ LLRIG TWO, LLC, sought and obtained authority from Judge Brian D. Lynch of the U.S. Bankruptcy Court for the Western District of Washington to sell the Lost Lake Resort condominium lot in located at 1546 Reservation Road SE, Unit 251, in Olympia, Washington, to the Filley Family Living Trust, for the sum of $57,000. The sale is free and clear of all liens attaching to the proceeds of the sale for later determination and payment. All net sale proceeds after closing costs will be held The Debtor is represented by: William L. Beecher, Esq. LAW OFFICES of BEECHER & CONNIFF 1703-C Dock Street Tacoma, WA 98402 Tel: (253) 627-0132 Fax: (253) 572-3427 About LLRIG Two Tacoma, Washington-based LLRIG Two, LLC, aka Lost Lake Resort LLC, aka Lost Lake Development LLC, is the business of managing, renting, and selling recreational lots on real estate which it owns known as Lost Lake Resort in Olympia, Washington. The resort property consists of in excess of 250 recreational lots on 85 acres of property and an adjoining, partially developed, 56 acre parcel, in addition to roads and infrastructure improvements to the common areas of the property. LLRIG Two sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 14-45610) on Oct. 20, 2014. The case is assigned to Judge Brian D. Lynch. The Debtor is represented by William L Beecher, Esq., at Beecher & Conniff, in Tacoma, Washington. The Debtor disclosed total assets of $10.32 million and total liabilities of $5.47 million in its schedules. LLRIG TWO: Settles Property Disputes with Wilsons ------------------------------------------------- LLRIG Two, LLC, sought and obtained approval from Judge Brian D. Lynch of the U.S. Bankruptcy Court for the Western District Court of Washington of a settlement with the plaintiffs in a litigation pending in Pierce County Superior Court #14-2-06976-1. William L. Beecher, Esq., at Law Offices of Beecher & Conniff, in Tacoma, Washington, relates that four selling members of LLRIG sued Lee and Lori Wilson, the fifth member, for breach of contract relating to failure to pay for the purchase of the equity interests of the sellers, and for breaches against Wilsons relating to conveyances, attempted foreclosure, and improper subdivision of the property commonly known as that portion of Lost Lake Resort "undeveloped" property, which is now part of the Debtor's estate. Trial of the matters involving the Wilsons and LLRIG was scheduled to start on March 31, 2015. On the eve of trial, the Wilsons, LLRIG, and RV Resort Management, LLC, entered into a settlement agreement, the gist of which is that control of the entity which owns the Wilson Note and Deed of Trust has been restored to the four selling members who now have a controlling interest in LLRIG and its properties, including the Wilson Note and Deed of Trust. The agreement, according to Mr. Beecher, essentially "unwinds" actions which took place following the alleged breach of contract and restores the ownership interests in LLRIG back to the position the parties were in September 2010. Mr. Beecher asserts that by the settlement the risk of losing the "undeveloped" Lost Lake Resort property is now minimized or avoided and the Debtor can move forward with its reorganization case without the uncertainty that the undeveloped property will be lost or that the Wilson interests will impede the confirmation process. The agreement also limits the issues that will be tried in Thurston County Superior Court case # 13-2-01982-2 where the Debtor is suing to recover the Sterling Note and Deed of Trust that had been allegedly wrongfully assigned to entities controlled by Wilson. The Debtor is represented by: William L. Beecher, Esq. LAW OFFICES OF BEECHER & CONNIFF 1703-C Dock Street Tacoma, WA 98402 Tel: (253) 627-0132 Fax: (253) 572-3427 About LLRIG Two Tacoma, Washington-based LLRIG Two, LLC, aka Lost Lake Resort LLC, aka Lost Lake Development LLC, is the business of managing, renting, and selling recreational lots on real estate which it owns known as Lost Lake Resort in Olympia, Washington. The resort property consists of in excess of 250 recreational lots on 85 acres of property and an adjoining, partially developed, 56 acre parcel, in addition to roads and infrastructure improvements to the common areas of the property. LLRIG Two sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 14-45610) on Oct. 20, 2014. The case is assigned to Judge Brian D. Lynch. The Debtor is represented by William L Beecher, Esq., at Beecher & Conniff, in Tacoma, Washington. The Debtor disclosed total assets of $10.32 million and total liabilities of $5.47 million in its schedules. * * * LLRIG Two, LLC, owner of the Lost Lake Resort in Olympia, Washington, on May 27, 2015 at 9:00 a.m. is slated to seek confirmation of a Chapter 11 plan that promises to pay off creditors from the sale of recreational lots. The Debtor on April 27 won approval of the Disclosure Statement explaining the terms of the Plan. Judge Brian D. Lynch set May 22 as the last day for filing written acceptances or rejections of the Plan, and the last day for filing and serving written objections to confirmation of the Plan. LONESTAR GEOPHYSICAL: Section 341 Meeting Scheduled for June 22 --------------------------------------------------------------- There will be a meeting of creditors in the bankruptcy case of Lonestar Geophysical Surveys, LLC on June 22, 2015, at 2:00 p.m. at 1st Floor, room 113, 215 Dean A. McGee Avenue, Oklahoma City, Oklahoma. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Lonestar Geophysical Surveys, LLC, which acquires seismic data and provides services and products to the oil and gas industry, sought bankruptcy protection (Bankr. W.D. Okla. Case No. 15-11872) in Oklahoma City on May 18, 2015. The Debtor tapped Ross A. Plourde, Esq., at McAfee & Taft, as counsel. Judge Hon. Sarah A. Hall is assigned to the case. According to the docket, the Debtor's Chapter 11 plan and disclosure statement are due Sept. 15, 2015. Governmental proofs of claim are due Nov. 16, 2015. LPATH INC: Reports Results for iSONEPTM in Wet AMD Patients ----------------------------------------------------------- Lpath, Inc., announced that its multicenter, Phase 2 "Nexus" clinical trial evaluating iSONEP in patients with wet age-related macular degeneration (wet AMD) did not meet its primary or key secondary endpoints. Wet AMD patients who had not responded adequately to existing anti-vascular endothelial growth factor (VEGF) therapies including Lucentis, Avastin and Eylea did not show any statistically significant improvement in visual acuity when treated with iSONEP as an adjunctive or monotherapy. Nexus is a prospective, randomized, double-masked, positive control, Phase 2 clinical trial conducted in the U.S. that enrolled 158 patients with wet AMD. All enrolled patients had been subresponsive to treatment with anti-VEGF drugs, and had received at least three previous injections of an anti-VEGF drug. Nexus study patients each received four intravitreal injections over the 90 day dosing period. There were approximately 39 patients in each of the four treatment arms. The pre-specified primary endpoint of the study was mean change in best corrected visual acuity (BCVA) by Early Treatment Diabetic Retinopathy Study (ETDRS) from Day 0 to Day 120. At day 120, patients who received intravitreal injections of (i) 4.0 mg iSONEP alone lost a mean of 3.17 letters on the ETDRS, (ii) a combination of 0.5 mg iSONEP and anti-VEGF therapy gained a mean of 4.22 letters, (iii) a combination of 4.0 mg iSONEP and anti-VEGF therapy gained a mean of 3.63 letters, and (iv) an anti-VEGF therapy alone gained a mean of 4.34 letters. BCVA and anatomical endpoints were collected throughout the nine-month period. The data collected suggests that in this study iSONEP was safe and well tolerated across all dose levels when administered alone or in combination with anti-VEGF therapy. Of the 158 patients randomized in the study, 11 patients continue to be evaluated, with completion of follow up at month nine for all patients expected in September 2015. "This trial was designed to evaluate the activity of iSONEP in wet AMD patients that had previously received at least three prior injections of an anti-VEGF agent and had not responded well. While the primary endpoint of the trial was not met, we will be conducting a complete analysis of the data, including additional anatomical endpoints, to better understand the results from each arm of the trial," stated Dario Paggiarino, M.D., Lpath's senior vice president and chief development officer. Full study results will be presented during the Retina Subspecialty Days in conjunction with the American Academy of Ophthalmology in Las Vegas, Nevada in November 2015. About LPath San Diego, Calif.-based Lpath, Inc. is a biotechnology company focused on the discovery and development of lipidomic-based therapeutics, an emerging field of medical science whereby bioactive lipids are targeted to treat human diseases. LPath reported a net loss of $16.6 million in 2014, a net loss of $6.56 million in 2013 and a net loss of $2.75 million in 2012. As of March 31, 2015, the Company had $17.1 million in total assets, $3.76 million in total liabilities and $13.3 million in total stockholders' equity. LPATH INC: To Undergo Corporate Restructuring --------------------------------------------- Lpath disclosed in a Form 8-K filed with the Securities and Exchange Commission it will restructure its workforce and conduct a strategic evaluation of its research and development programs in order to conserve working capital and focus its resources on those programs deemed most likely to create value in the near term. The Company expects that the reduction in workforce together with planned reductions or delays in other expenditures will decrease annualized cash expenditures significantly. With these planned spending reductions, Lpath estimates that its available cash and committed funding should be sufficient to fund the Company's drug discovery and development activities through June 30, 2016. In addition to iSONEP, Lpath has three drug candidates in its pipeline. The status and plans for these drug candidates are summarized as follows: Lpath completed a Phase 2a clinical trial of ASONEP in renal cell carcinoma. While that study did not meet its primary endpoint, there were encouraging signals of activity, and Lpath is currently exploring additional indications for ASONEP. Lpathomab is an anti-LPA antibody that is ready to begin a Phase 1 clinical study for neuropathic pain upon clearance from the FDA. Altepan is an anti-leukotriene antibody that is being studied in models of inflammatory bowel disease, respiratory disease and inflammation. Lpath is also applying its proprietary technology to other bioactive lipid targets to create additional novel bioactive-lipid-oriented product candidates for the company's pipeline. About LPath San Diego, Calif.-based Lpath, Inc. is a biotechnology company focused on the discovery and development of lipidomic-based therapeutics, an emerging field of medical science whereby bioactive lipids are targeted to treat human diseases. LPath reported a net loss of $16.6 million in 2014, a net loss of $6.56 million in 2013 and a net loss of $2.75 million in 2012. As of March 31, 2015, the Company had $17.1 million in total assets, $3.76 million in total liabilities and $13.3 million in total stockholders' equity. MCJUNKIN RED: S&P Affirms 'B+' CCR, Outlook Remains Stable ---------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B+' corporate credit rating on McJunkin Red Man Corp. The outlook remains stable. At the same time, S&P revised its recovery rating on the company's senior secured term loan to '3' from '4', indicating S&P's expectation of meaningful (higher half of the 50% to 70% range) recovery in the event of payment default. The issue-level rating on the term loan remains unchanged at 'B+'. "The stable rating outlook reflects our expectation that the company's large presence in the North American energy market and expanding international presence will generate enough cash flow to support, on a sustained basis, debt to EBITDA of between 4x and 5x debt and FFO to debt of 12% to 20%," said Standard & Poor's credit analyst Patricia Mendonca. S&P could lower the rating if a recovery in the domestic energy market does not materialize in 2015 and the outlook for 2016 does not improve as expected, leading to a significant and sustained decline in operating performance. This could result in continued weak credit measures and a meaningful deterioration of liquidity. S&P could also lower the rating if McJunkin made a large, debt-financed acquisition that resulted in leverage measures becoming highly leveraged and elevating debt to EBITDA on a sustained basis to more than 5x and lowering FFO to debt to less than 12%. An upgrade is unlikely over the next 12 months given S&P's view that the company's business risk profile is constrained by its dependence on domestic energy markets, the competitive nature of the distribution industry, and the expected curtailed spending in the oil and gas upstream sector. MEDICAL ALARM: Incurs $221K Net Loss in Fiscal Q3 ------------------------------------------------- Medical Alarm Concepts Holdings, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $221,000 on $280,000 of revenue for the three months ended March 31, 2015, compared to a net loss of $48,500 on $247,000 of revenue for the same period in 2014. For the nine months ended March 31, 2015, the Company reported a net loss of $398,000 on $792,000 of revenue compared to net income of $223,000 on $768,000 of revenue for the same period last year. As of March 31, 2015, the Company had $1.22 million in total assets, $3.58 million in total liabilities and a $2.36 million total stockholders' deficit. As of March 31, 2015, and June 30, 2014, the Company had $2,450 and $7,670 in cash, respectively. A full-text copy of the Form 10-Q is available for free at: http://is.gd/jiQLW1 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. METALICO INC: Incurs $10.9 Million Net Loss in First Quarter ------------------------------------------------------------ Metalico, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to the Company of $10.9 million on $75.9 million of revenue for the three months ended March 31, 2015, compared to a net loss attributable to the Company of $3.91 million on $119 million of revenue for the same period last year. As of March 31, 2015, the Company had $191 million in total assets, $83.1 million in total liabilities and $108 million in total stockholders' equity. "Due to the significant decline in metal commodity prices in the first quarter of 2015, we were unable to meet our maximum Leverage Ratio covenant for the quarter ended March 31, 2015 and we are in default," the Company states in the report. Commenting on the results, Carlos E. Aguero, Metalico's president and chief executive officer, said, "Bad winter weather and the large drop in ferrous pricing, coupled with weak inflows and poor mill demand, combined into a perfect storm adversely impacting results." He continued, "The market is finding stability and flows into yards are gradually increasing, but it will continue to be a very challenging year for the Company and our industry." A full-text copy of the Form 10-Q is available for free at: http://is.gd/wRZpQm About Metalico Metalico, Inc., is a holding company with operations in two principal business segments: ferrous and non-ferrous scrap metal recycling, and fabrication of lead-based products. The Company operates recycling facilities in New York, Pennsylvania, Ohio, West Virginia, New Jersey, Texas, and Mississippi and lead fabricating plants in Alabama, Illinois, and California. Metalico's common stock is traded on the NYSE MKT under the symbol MEA. Metalico reported a net loss attributable to the Company of $44.4 million on $476 million of revenue for the year ended Dec. 31, 2014, compared with a net loss attributable to the Company of $34.8 million on $457 million of revenue for the year ended Dec. 31, 2013. CohnReznick LLP, in Roseland, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company anticipates that it will not meet the maximum Leverage Ratio covenant as prescribed by the Financing Agreement for the quarter ended March 31, 2015, and there can be no assurance that the Company can resolve any noncompliance with their lenders. As a result, the Company's debt could be declared immediately due and payable which would result in the Company having insufficient liquidity to pay its debt obligations and operate its business. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MIDSTATES PETROLEUM: Completes Liquidity Enhancing Transaction -------------------------------------------------------------- Midstates Petroleum Company, Inc., has completed a series of transactions that substantially increase its liquidity to approximately $420 million. The Company completed a private offering of Senior Secured Second Lien Notes at par with an aggregate principal amount of $625 million and an annual interest rate of 10%. A portion of the net proceeds were used to fully repay borrowings under the Company's revolving credit facility, with the remainder held in cash for general corporate purposes. Concurrently with the offering of Second Lien Notes, the Company exchanged approximately $279.8 million of its 10.75% Senior Unsecured Notes due 2020 and approximately $350.3 million of its 9.25% Senior Unsecured Notes due 2021 for new Third Lien Senior Secured Notes in an aggregate principal amount of $504.1 million, representing an exchange at 80% of par value. The Third Lien Notes will pay cash interest of 10% and pay-in-kind interest of 2%, per annum. The Company also amended its revolving credit facility to provide additional covenant flexibility and allow for the Second Lien Notes issuance and exchange transactions. Upon completion of the transaction, the Company's borrowing base under its revolving credit facility was reduced to $253 million. The next borrowing base redetermination is scheduled for October 2015. Jake Brace, Midstates' president and CEO commented, "We are very pleased to announce the successful completion of this transaction which gives Midstates a significant boost to liquidity and enables us to continue to exploit our premier Mississippian Lime asset. We evaluated multiple alternatives and concluded that this comprehensive transaction was the best option for all stakeholders, and will provide the Company a substantial runway to prosper in a variety of commodity price environments." Mr. Brace continued, "Entering 2015, our immediate focus was on delivering operational excellence and strengthening our liquidity and balance sheet. We have been and are continuing to execute on our strategy of exercising capital discipline and maximizing returns. Our outstanding operational performance to date in 2015, coupled with the flexibility this transaction provides, better positions us to maximize the value of our asset base for all our stakeholders." Evercore Group LLC acted as financial advisor and Kirkland & Ellis LLP provided legal advice for these transactions. The Second Lien Notes and Third Lien Notes were not registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements. The Notes were offered only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to other accredited investors or exempt purchasers, as applicable. Additional information is available for free at: http://is.gd/Ja6AUT About Midstates Petroleum Company Midstates Petroleum Company, Inc. -- http://www.midstatespetroleum.com/-- is an independent exploration and production company focused on the application of modern drilling and completion techniques in oil and liquids-rich basins in the onshore U.S. Midstates' drilling and completion efforts are currently focused in the Mississippian Lime oil play in Oklahoma and Anadarko Basin in Texas and Oklahoma. The Company's operations also include the upper Gulf Coast tertiary trend in central Louisiana. Midstates reported net income of $117 million on $794 million of total revenues for the year ended Dec. 31, 2014, compared to a net loss of $344 million on $470 million of total revenues for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $2.47 billion in total assets, $2 billion in total liabilities and $466 million in total stockholders' equity. The Company's independent auditor, Deloittee & Touche LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that Midstates' projected debt covenant violation and resulting lack of liquidity raise substantial doubt about its ability to continue as a going concern. * * * Midstates Petroleum carries a 'B' corporate credit rating from Standard & Poor's Ratings Services. As reported by the TCR on April 8, 2013, Moody's Investors Service affirmed Midstates Petroleum's 'B3' Corporate Family Rating. MINT LEASING: Reports $894,000 Net Loss in First Quarter -------------------------------------------------------- The Mint Leasing, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $894,000 on $1.66 million of total revenues for the three months ended March 31, 2015, compared to a net loss of $80,800 on $1.91 million of total revenues for the same period in 2014. As of March 31, 2015, the Company had $14.3 million in total assets, $13.2 million in total liabilities and $1.08 million in total stockholders' equity. "We believe that the Company has adequate cash flow being generated from its investment in sales-type leases and inventories to meet its financial obligations to its lenders in an orderly manner, provided we are able to continue to renew or refinance the current credit facilities and the outstanding balances are amortized over a four to five year period. The Company has historically been able to negotiate such renewals with its lenders. However, there is no assurance that the Company will be able to negotiate such renewals in the future on terms that will be acceptable to the Company. "We continue to explore opportunities to increase the Company's capital base through the sale of additional common or preferred stock and/or the issuance of debt. The sale in the future of additional equity or convertible debt securities, if accomplished, may result in dilution to our then shareholders. We provide no assurance that such financing will be available to the Company in amounts or on terms acceptable to us, or at all," the Company said in the report. A full-text copy of the Form 10-Q is available for free at: http://is.gd/1spz8g 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. MOUNTAIN PROVINCE: To Seek OK of 5 Proposals at Annual Meeting -------------------------------------------------------------- An annual general & special meeting of the shareholders of Mountain Province Diamonds Inc. will be held at Terminal City Club, 837 Hastings Street West, Vancouver, British Columbia V6C 1B6, on Tuesday June 16, 2015, at 2:00 p.m. (Vancouver time) for the following purposes: (a) to receive and consider the consolidated audited financial statements of Mountain Province for the year ended Dec. 31, 2014, together with the report of the auditors; (b) to fix the number of directors at six; (c) to elect directors for the ensuing year; (d) to re-appoint the auditors of Mountain Province and to authorize the directors of Mountain Province to fix the auditors' remuneration; (e) to consider and, if thought advisable, to re-approve by ordinary resolution the Mountain Province Stock Option Plan; (f) to consider, and if thought fit, to approve an ordinary resolution passed by a majority of disinterested shareholders authorizing the payment of a Standby Guarantee Fee to Mr. Dermot Desmond in common shares of Mountain Province; and (g) to transact other business as may properly be brought before the Meeting or any adjournment thereof. About Mountain Province Diamonds Headquartered in Toronto, Canada, Mountain Province Diamonds Inc. (TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/-- is a Canadian resource company in the process of permitting and developing a diamond deposit known as the "Gahcho Kue Project" located in the Northwest Territories of Canada. The Company's primary asset is its 49 percent interest in the Gahcho Kue Project. Mountain Province incurred a net loss of C$4.39 million in 2014, a net loss of C$26.6 million in 2013 and a net loss of C$3.33 million in 2012. As of Dec. 31, 2014, Mountain Province had C$301 million in total assets, C$46.08 million in total liabilities and C$255 million in total shareholders' equity. KPMG LLP, Toronto, Canada, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company's ability to continue operations is dependent upon its ability to obtain sufficient financing to fund its operations and development costs. MURRAY HOLDINGS: Chapter 15 Recognition Hearing Set for June 24 --------------------------------------------------------------- The Hon. Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York scheduled a hearing for June 24, 2015, at 2:00 p.m. (ET) in One Bowling Green, Courtroom 501 in New York, to consider the Chapter 15 petition of Murray Holdings Limited, formerly known as Isis Investments Limited, and the request for recognition of Murray's Scheme of Arrangement pursuant to Section 152 of the Isle of Man Companies Act 1931. Objections, if any, are due June 9, 2015, at 4:00 p.m. (ET). As reported by the Troubled Company Reporter on May 13, 2015, the Company is an investment entity with no operations or employees of its own. It holds cash and equity assets. The Company has significant assets in the United States, in the form of shares of Spirit Realty Capital, Inc., which shares trade on the New York Stock Exchange under the symbol SRC. Murray Holdings is estimated to have US$100 million to US$500 million in assets and debt This Chapter 15 Case is the final step in a multi-jurisdictional restructuring process which resolves litigation and claims arising out of a series of high value, substantial transactions entered into by the Company during the period from late 2005 until late 2007. The hallmark of both of the Isle of Man Scheme and a separate, but materially identical, scheme of arrangement in England and Wales pursuant to Part 26 of the English Companies Act 2006 is to compromise and resolve the bulk of the proceedings and the litigation claims, while other proceedings and claims will be left unresolved to continue in post-scheme litigation. The Chapter 15 petition was filed in Manhattan on May 11, 2015 (Bankr. S.D.N.Y. Case No. 15-11231). The document was signed by Arnaldur Jon Gunnarsson and Arnar Scheving Thorsteinsson, in their capacities as the nominated directors of Murray Holdings in connection with the Company's Scheme of Arrangement pursuant to section 152 of the Isle of Man Companies Act 1931 and the proceeding before the High Court of Justice of the Isle of Man. Danielle Eva Perlman, Esq., at Sidley Austin LLP, serves as counsel in the U.S. case. The Company's Liquidation On March 8, 2010, Andrew Paul Shimmin was appointed as liquidator provisional of the Company by the Isle of Man Court pursuant to an application filed by Kaupthing hf., a company incorporated in Iceland, and the ultimate parent of the Company. On March 29, 2010, the Company was wound up by the Isle of Man Court and an order was made appointing Shimmin as liquidator. On Nov. 18, 2014, the Company commenced solicitation of votes for or against sanctioning the Isle of Man Scheme. On Dec. 22, 2014, the Isle of Man Court held a hearing to consider sanctioning the Isle of Man Scheme. On the same day, the Isle of Man Court entered the Isle of Man Sanction Order. The "Effective Date" occurred on Dec. 23, 2014. Arnaldur Jon Gunnarsson and Arnar Scheving Thorsteinsson were appointed as Nominated Directors by written resolution of Kirna ehf. dated March 19, 2015. Also pursuant to the Kirna Resolution, on March 19, 2015, the Company, which was formerly named Isis Investments Limited (in liquidation), legally changed its name to Murray Holdings Limited. The appointment of the Nominated Directors and the name change took effect at midnight on March 31, 2015 pursuant to an order made on March 26, 2015, by the Isle of Man Court. On May 11, 2015, the Nominated Directors, as Foreign Representatives, commenced the Chapter 15 case in the U.S. to seek recognition of the Isle of Man Scheme Proceeding as a foreign main proceeding. A copy of the Nominated Directors' verified petition for recognition of the Isle of Man proceeding is available for free at http://bankrupt.com/misc/Murray_H_Recog_Petition.pdf NATIONAL VISION: Moody's Affirms 'B3' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service affirmed all National Vision, Inc.'s ratings, including the B3 Corporate Family Rating, following the company's announcement that it plans to fund an approximately $145 million dividend distribution with proceeds from a proposed $150 million add-on first lien term loan. The outlook is stable. The affirmation reflects Moody's view that despite the 1 time increase in leverage, the company's pro-forma credit metrics, adequate liquidity profile and solid performance since the 2014 leveraged buyout by Kohlberg Kravis Roberts & Co. L.P. remain supportive of the B3 CFR. The company generated over 7% same-store sales growth in 2014 and over 8% in Q1 2015, driven by stronger demand from its target low income demographic as a result of lower gas prices and better employment conditions. Pro-forma the transaction, Moody's estimates LTM April 2015 debt/EBITDA in the low-8 times range (excluding adjustments for items such as deferred revenue, unearned revenue, stock compensation and sponsor fees) and EBITA/interest expense in the low-1 times. The following ratings for National Vision, Inc. were affirmed: -- Corporate Family Rating, affirmed at B3 -- Probability of Default Rating, affirmed at B3-PD -- $75 million first lien senior secured revolving credit facility due 2019 at B2 (LGD3) -- $500 million ($650 million pro-forma) first lien senior secured term loan due 2021 at B2 (LGD3) -- $125 million second lien senior secured term loan due 2022 at Caa2 (LGD5) -- Stable outlook The ratings are subject to the completion of the transaction and Moody's review of final documentation. The B3 Corporate Family Rating reflects National Vision's high debt levels following the LBO and proposed debt-financed dividend distribution, small scale compared to other rated retailers, customer concentration with Wal-Mart, and the high degree of competition in the optical retail segment. At the same time, the rating considers the stable growth of the optical industry, National Vision's effective execution of its low-cost business model, and track record of consistent positive same store sales growth. The rating also incorporates the company's adequate liquidity profile, including Moody's expectations of negative to breakeven free cash flow generation after significant growth capital expenditures but good revolver availability. The stable outlook reflects Moody's expectation that National Vision will generate steady revenue and earnings growth while maintaining adequate liquidity. Ratings could be downgraded if operating performance weakens, resulting in EBITA/interest expense sustained below 1.0 time, or if liquidity significantly deteriorates for any reason. The ratings could be upgraded if sustained earnings growth leads to a material improvement in credit metrics, such that debt/EBITDA is maintained below 6.5 times and EBITA/interest expense is sustained above 1.25 times. An upgrade would also require the company to improve its liquidity profile and demonstrate a commitment to deleveraging, including debt repayment. National Vision, Inc. ("National Vision"), headquartered in Duluth, GA, is a U.S. optical retailer with a focus on low price point eyeglasses and contacts. The company operates about 832 stores, including its own retail chains of America's Best Contacts and Eyeglasses ("ABC", about 400 locations) and Eyeglass World ("EGW", about 80 locations), as well as locations at host stores, including Wal-Mart, Fred Meyer and on military bases. The company also sells contact lenses online. Private equity firm Kohlberg Kravis Roberts & Co. L.P. owns a majority stake in National Vision since the March 2014 buyout from previous sponsor Berkshire Partners. Revenues for the twelve months ended April 4, 2015 were approximately $962 million. 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. NATROL INC: Citi Balks at Initial Distribution to Equity Holder --------------------------------------------------------------- Citibank, N.A., London Branch, as trustee under that certain trust deed dated Oct. 22, 2007, by and between the Indenture Trustee and Plethico Pharmaceuticals Limited, by and through its undersigned counsel filed an objection to equity holders' motion for entry of a court order approving an initial distribution to the equity holder for payment of their professionals in the Chapter 11 bankruptcy case if Leaf123, Inc., fka Natrol, Inc., et al. The Indenture Trustee said in the objection filed on May 4, 2015, that Equity Holders asked the Bankruptcy Court (i) to authorize the Debtors to make a pre-emptive distribution under a plan that has not yet been confirmed, for the purpose of paying professionals whose employment was not authorized nor whose fees were approved as reasonable by this Court, all the while ignoring the fact that the ultimate parent equity holder, Plethico India, is itself the debtor in an Indian insolvency proceeding in which an Official Liquidator has been appointed to take possession of Plethico India's assets. The Equity Holders argued that the immediate payment of certain fees and expenses of Plethico's professionals is necessary "to ensure the continued representation of the Equity Holders and to prevent any interruption of the continuing efforts currently underway to resolve all remaining open issues, thereby expediting confirmation of the Plan, payment of the Allowed Claims, and the final wind-down of the Debtors' estates." The Indenture Trustee claimed that there is no evidence that the Equity Holders have contributed in any way to the resolution of these cases, or done anything except to represent their own divergent interests as the ultimate owners of the Debtors. According to the Indenture Trustee, a review of the docket of these cases shows that the Equity Holders' involvement in the Debtors' cases has been largely limited to: (a) objecting (unsuccessfully) to the third and final fee application of the Debtors' investment banker, GLC Advisors & Co., LLC; (b) being sued by Natrol, LLC, the buyer of substantially all the Debtors' assets, for having perpetrated a "boldfaced fraud" to enrich themselves and to conceal their fraud from the Court; (c) negotiating the insertion of a settlement agreement into the Debtors' proposed plan that (i) no Debtor is a party to and (ii) has now placed confirmation of the Debtors' proposed plan in jeopardy; and (d) filing the fee motion. The Indenture Trustee said that it is unclear what authority Plethico India has to direct the individual payment of any of its creditors while it remains in a winding up proceeding under the Indian Companies Law of 1956. Evidence strongly suggests that any such remittance would in fact be contrary to an express order of the Indian Company Court, the Indenture Trustee stated. Payment of the Plethico professionals' fees has not been authorized by the Indian Company Court, and cannot be squared with fundamental principles of U.S. law, the Indenture Trustee said. The Indenture Trustee is represented by: Ashby & Geddes, P.A. Karen B. Skomorucha Owens, Esq. Aaron H. Stulman, Esq. 500 Delaware Avenue, 8th Floor P.O. Box 1150 Wilmington, Delaware 19899-1150 Tel: (302) 654-1888 Fax: (302) 654-2067 E-mail: kowens@ashby-geddes.com astulman@ashby-geddes.com and Akin Gump Strauss Hauer & Feld LLP Arik Preis, Esq. (admitted pro hac vice) Rachel Ehrlich Albanese, Esq. One Bryant Park New York, New York 10036 Tel: (212) 872-1000 Fax: (212) 872-1002 E-mail: apreis@akingump.com ralbanese@akingump.com 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. A full-text copy of the Disclosure Statement dated April 2, 2015, is available at http://bankrupt.com/misc/NATROLds0402.pdf NEW MEDIA: S&P Keeps 'B+' Secured Debt Rating on $25MM Add-on ------------------------------------------------------------- Standard & Poor's Ratings Services said that its issue-level rating on New York City-based newspaper company New Media Investment Group Inc.'s senior secured credit facility remains 'B+' with a recovery rating of '2' following the company's announcement that it plans to issue a $25 million add-on to its existing senior secured term loan due 2020. The '2' recovery rating indicates S&P's expectation for substantial (70%-90%; higher half of the range) recovery of principal in the event of a default. The corporate credit rating on the company remains 'B' with a stable outlook. The company will use the proceeds from the add-on offering for general corporate purposes. Following the add-on, the term loan will have $350 million outstanding. RATINGS LIST New Media Investment Group Inc. Corporate Credit Rating B/Stable/-- New Media Holdings II LLC Senior secured B+ Recovery rating 2H NEXT 1 INTERACTIVE: Issues 6.2 Million Shares to Mark Wilton ------------------------------------------------------------ Next 1 Interactive, Inc., issued to Mark A. Wilton an aggregate of 6,200,000 shares of common stock in connection with the conversion of a total of $3,100,000 of principal amount of certain promissory notes at a conversion price of $0.50 per share of Common Stock. The Company also issued on May 15, 2015, 24,800,000 shares of Common Stock to Mr. Wilton at a price of $0.03 per share. In addition, in lieu of the payment of interest on certain promissory notes, the Company issued to Mr. Wilton on May 20, 2015 (i) $75,000 of Series B Preferred Stock; and (ii) Warrants to purchase 1,500,000 shares of Common Stock at an exercise price of $0.01 per share. The Compay entered into a Second Note Amendment with Mark A. Wilton, which, among other things addressed the following: (i) an aggregate of $3,100,000 of promissory notes previously issued by the Company to Mr. Wilton were converted into an aggregate of 6,200,000 shares of the Company's common stock, par value $.00001 per share, at a price of $0.50 per share; (ii) extended the maturity date to Dec. 1, 2016, on the three promissory notes that remained outstanding subsequent to the conversion, which notes are all dated April 15, 2011, in the respective principal amounts of $2,148,326 (reduced from a principal amount of $4,385,326 following the conversion of $2,237,000 into shares of Common Stock), $550,000 (reduced from an original principal amount of $1,500,000 due to prior reductions and exchanges into other promissory notes), and $211,000; (iii) permits the Company to further extend the maturity date of the Notes until Dec. 1, 2017, if all monthly interest payments are paid in full; (iv) interest on the Notes is to be paid monthly; (v) the conversion price for the remaining $2,909,326 of Notes will remain at a fixed $0.50 per share; and (vi) the Company will maintain the right to force a conversion of the Notes into shares of Common Stock under certain circumstances. About Next 1 Interactive Weston, Fla.-based Next 1 Interactive, Inc., is the parent company of RRTV Network (formerly Resort & Residence TV), Next Trip -- its travel division, and Next One Realty -- its real estate division. The Company is positioning itself to emerge as a multi revenue stream "Next Generation" media-company, representing the convergence of TV, mobile devices and the Internet by providing multiple platform dynamics for interactivity on TV, Video On Demand (VOD) and web solutions. The Company has worked with multiple distributors beta testing its platforms as part of its roll out of TV programming and VOD Networks. The list of multi- system operators the Company has worked with includes Comcast, Cox, Time Warner and Direct TV. At present the Company operates the Home Tour Network through its minority owned/joint venture real estate partner -- RealBiz Media. As of July 17, 2012, the Home Tour Network features over 4,300 home listings in four cities on the Cox Communications network. The Company incurred a net loss of $18.3 million on $1.56 million of total revenues for the year ended Feb. 28, 2014, as compared with a net loss of $4.23 million on $987,000 of total revenues for the year ended Feb. 28, 2013. As of Nov. 30, 2014, the Company had $3.91 million in total assets, $13.8 million in total liabilities, and a $9.91 million total stockholders' deficit. D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2014. The independent auditors noted that the Company has incurred net losses of $18.3 million and net cash used in operations of $4.59 million for the year ended Feb. 28, 2014, and the Company had an accumulated deficit of $87.6 million and a working capital deficit of $13.5 million at Feb. 28, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "If we continue to experience liquidity issues and are unable to generate revenue, we may be unable to repay our outstanding debt when due and may be forced to seek protection under the federal bankruptcy laws," the Company said in its fiscal 2013 annual report. NGPL PIPECO: Bank Debt Trades at 3% Off --------------------------------------- Participations in a syndicated loan under which NGPL Pipeco LLC is a borrower traded in the secondary market at 96.53 cents-on-the- dollar during the week ended Friday, May 22, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.57 percentage points from the previous week, The Journal relates. NGPL Pipeco LLC pays 550 basis points above LIBOR to borrow under the facility. The bank loan matures on May 4, 2017, and carries Moody's Caa2 rating and Standard & Poor's CCC+ rating. The loan is one of the biggest gainers and losers among 278 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. NJ HEALTHCARE: Court Grants Dismissal of Chapter 11 Case -------------------------------------------------------- Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey on May 14, 2015, issued a final decree in the Chapter 11 case of NJ Healthcare Facilities Management following his approval of the Debtor's request to dismiss the bankruptcy case. In support of the Debtor's dismissal request, the Debtor's counsel, Anthony Sodono, III, Esq., at Trenk, DiPasquale, Della Fera & Sodono, P.C., in West Orange New Jersey, asserted that the main reason the Chapter 11 case was filed has now been resolved -- the Debtor, its landlord, FNR Lakeview, LLC, and secured creditors have resolved their differences and desire to effectuate a settlement outside of the bankruptcy case. Mr. Sodono added that the Secured Creditors are currently funding the case through permitted use of their cash collateral, and the Secured Creditors have not expressed their desire to extend cash collateral use for the long term. Moreover, Mr. Sodono related that: (1) the Secured Creditors and the Official Committee of Unsecured Creditors support the dismissal; (2) All "other" creditors including holders of allowed general unsecured claims will retain all of the rights and remedies without prejudice to asserting same after the case is dismissed. All parties' pre-petition rights and interests are preserved. Thus, all parties with an economic stake in the case either consent to dismissal or their rights are restored and preserved; (3) Perhaps the Office of the United States Trustee may object, however, even its mission statement provides for the "just, speedy and economic resolution of bankruptcy cases." Dismissal of this case limits economic exposure for future fees and costs and it is certainly the most expeditious manner to resolve this case; (4) The IRS and the Division will not be prejudiced -- the Debtor will continue to honor its pre-petition agreements. Even if the Debtor fails to make payments, the IRS and Division have all of their rights intact and restored; (5) The Debtor anticipates spending hundreds of thousands in professional fees if the case continues. Those fees include, but are not limited to, counsel and financial advisors for the Debtor, counsel and financial advisors for the Creditors' Committee, potential Ombudsman, counsel for the potential Ombudsman and other professionals; (6) Public policy certainly dictates that dismissal is in the best interests of all parties. Approximately 180 employees retain their jobs in an on-going business. In addition, a facility which is integral to the community remains "open for business" and remains vital and vibrant for its residents; and (7) Patient care is certainly not compromised. Mr. Sodono asserts that the Debtor has a record of excellence in patient care and such care will continue to be provided post dismissal. In connection with the dismissal, Judge Papalia directed the Debtor to pay its counsel Trenk, DiPasquale, Della Fera & Sodono, P.C., the amount of $45,000; its accountant, Brand Sonnenschine, LLP, the amount of $2,832; and the Office of the United States Trustee of all amounts due for quarterly fees incurred during the pendency of the Debtor's case. The Debtor is represented by: Anthony Sodono, III, Esq. Shoshana Schiff, Esq. Robert S. Roglieri, Esq. TRENK, DiPASQUALE, DELLA FERA & SODONO, P.C. 347 Mt. Pleasant Avenue, Suite 300 West Orange, NJ 07052 Tel: (973) 243-8600 Email: asodono@trenklawfirm.com sschiff@trenklawfirm.com rroglieri@trenklawfirm.com About NJ Healthcare NJ Healthcare Facilities Management LLC, doing business as Advanced Care Center at Lakeview, sought Chapter 11 protection (Bankr. D.N.J. Case No. 15-14871) in Newark, New Jersey, on March 19, 2015. The Debtor estimated $10 million to $50 million in assets and debt. The official schedules of assets and liabilities, as well as the statement of financial affairs, are due April 2, 215. According to the docket, the Debtor's exclusive right to file a plan expires on July 17, 2015. The appointment of a healthcare ombudsman is due by April 9, 2015. The case is assigned to Judge Vincent F. Papalia. The Debtor has tapped Anthony Sodono, III, Esq., at Trenk, DiPasquale, Della Fera & Sodono, in West Orange, New Jersey, as counsel. OMNICARE INC: S&P Puts 'BB' CCR on CreditWatch Positive ------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on Ohio-based Omnicare Inc., including the 'BB' corporate credit rating, on CreditWatch with positive implications. "The CreditWatch placement follows CVS Health's [BBB+/Stable/A-2] announcement that it will acquire Omnicare for almost $13 billion in cash, equity, and the assumption of debt," said Standard & Poor's credit analyst Michael Berrian. S&P affirmed its 'BBB+' corporate credit rating on CVS Health following the announcement. S&P will resolve the CreditWatch placement when the acquisition of Omnicare closes. At that time, S&P would expect to have enough information to determine the level of uplift to its corporate credit rating on Omnicare. S&P will evaluate issue-level ratings once final details become available. PACIFIC DRILLING: Bank Debt Trades at 11% Off --------------------------------------------- Participations in a syndicated loan under which Pacific Drilling Ltd is a borrower traded in the secondary market at 88.55 cents-on-the- dollar during the week ended Friday, May 22, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.40 percentage points from the previous week, The Journal relates. Pacific Drilling Ltd pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on May 15, 2018, and carries Moody's B1 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 278 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. PANAMA CASINO: Places Collateral for Sale on May 28 --------------------------------------------------- Jones Lang LaSalle notified the public that 100% of the limited liability company interest in Panama Casino Holdings II LLC will, be offered for sale and sold to the highest qualified bidder on May 28, 2015, at 3:00 p.m. Eastern Time at the law offices of Skadden, Arps, Slate, Meagher & Flom LLP, located at Four Times Square in New York, New York. The principal assets of the pledged entity is 100% equity interest SE Associates (Cayman) Ltd. The principal assets of SE Associates is a 100% equity interest in Silver Associates (Cayman) Ltd., and a 99% equity interest in Veneto Hotel & Casino SA. The principal assets of Silver Associates is a 1% interest in Veneto Hotel. The principal asset of Veneto Hotel is the hotel and casino property commonly known as the Veneto Hotel and Casino in the Republic of Panama. The sale is held to enforce the rights of the secured party under a pledge and security agreement executed by Panama Casino Holdings I LLC, as pledgor, dated June 14, 2007, as amended or modified. Interested parties who would like additional information regarding the collateral, the requirements to be a qualified bidder or the terms of the sale should visit: http://www.panamahotel-uccforeclosure.com/ or contact Bill Grice at Bill.Grice@am.jll.com or 404-995-2154. PARADIGM EAST: Court Okays Sale of Lots to SLKRE East for $15MM --------------------------------------------------------------- The Hon. Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey has authorized Paradigm East Hanover, LLC, to sell to SLKRE East Hanover LLC free and clear of liens, claims and interests real property located at: a. Block 99, Lot 4 aka 11 Mt. Pleasant Avenue, East Hanover, New Jersey 07936; b. Block 99, Lot 4.02 aka 3 Farinella Drive, East Hanover, New Jersey 07936; and c. Block 99, Lot 5.01 aka 33 Mt. Pleasant Avenue, East Hanover, New Jersey 07936. As reported by the Troubled Company Reporter on March 2, 2015, the Debtor asked the Bankruptcy Court to approve the bidding procedures in connection with the sale of the Lots. The Debtor previously received an offer to purchase Lot 4.02 from Avalon Bay Communities for $5 million, subject to contingencies on approvals from the municipality, with a deposit being provided in the form of an irrevocable letter of credit in the amount of $500,000. However, on Feb. 2, 2015, AvalonBay terminated the contract with the Debtor. An open-cry auction was conducted for the Lots and bids were received from several interested parties. The Debtor has determined that the $15 million bid submitted by SLKRE East was the highest and best bid. The closing of the transactions will take place on or before the 45th day after SLKRE East obtains all development approvals. A copy of the sale contract is available for free at: http://is.gd/7AkCXN Mount Pleasant Enterprises, LLC, will be the back-up bidder, solely as to Lot 4 and Lot 5.01, with these modifications to its bid: a. The purchase price as set forth in the Mount Pleasant bid will be $9.10 million; b. Mount Pleasant agrees to be responsible to pay all postpetition property taxes for Lot 4 and Lot 5.01 that become due and payable beginning a year after the expiration of the 45-day general inspection period; c. In the event that SLKRE East fails to close on the sale of the non-residential, the Debtor will give Mount Pleasant written notice that the Debtor seeks to proceed with the Mount Pleasant bid, and all time periods and contingencies for Mount Pleasant to perform under the Mount Pleasant bid will be extended and will not commence until Mount Pleasant receives the notice, including, but not limited to, the requirement that Mount Pleasant post a deposit equal to 5% of the Mount Pleasant bid purchase price; and d. For the avoidance of doubt, despite being selected and even if approved as the backup bidder, Mount Pleasant maintains its rights to cancel the Mount Pleasant bid for any reason or no reason at any time during the diligence period as expressly set forth in the contract of sale dated May 28, 2014. About Paradigm East Paradigm East Hanover, LLC, sought Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 14-25017) in Newark, New Jersey, on July 23, 2014. The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), disclosed assets of between $10 million and $50 million, and debt of less than $10 million. The company is owned by entities held by Paradigm Capital Funding, LLC. The case is assigned to Judge Donald H. Steckroth. Morris S. Bauer, Esq., at Norris McLaughlin & Marcus, PA, in Bridgewater, New Jersey, serves as counsel. PEABODY ENERGY: Debt Trades at 10% Off -------------------------------------- Participations in a syndicated loan under which Peabody Energy Power Corp is a borrower traded in the secondary market at 89.82 cents-on-the- dollar during the week ended Friday, May 22, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.23 percentage points from the previous week, The Journal relates. Peabody Energy Power Corp pays 325 basis points above LIBOR to borrow under the facility. The bank loan matures on September 20, 2020, and carries Moody's Ba3 rating and Standard & Poor's BB+ rating. The loan is one of the biggest gainers and losers among 278 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. PLANDAI BIOTECHNOLOGY: Posts $6.27 Million Net Loss in 3rd Quarter ------------------------------------------------------------------ Plandai Biotechnology, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $6.27 million on $21,700 of revenues for the three months ended March 31, 2015, compared to a net loss of $3.05 million on $12,600 of revenues for the same period in 2014. For the nine months ended March 31, 2015, the Company reported a net loss of $8.14 million on $64,024 of revenues compared to a net loss of $7.09 million on $250,859 of revenues for the same period last year. As of March 31, 2015, the Company had $9.86 million in total assets, $15.7 million in total liabilities, $4.28 million stockholders' deficit and $1.52 million in non-controlling interest. "We have historically lost money. The loss for the fiscal year ended June 30, 2014 was $15,533,819 and future losses are likely to occur. Accordingly, we may experience significant liquidity and cash flow problems if we are not able to raise additional capital as needed and on acceptable terms. No assurances can be given we will be successful in reaching or maintaining profitable operations," the Company said in the report. A full-text copy of the Form 10-Q is available for free at: http://is.gd/y15W5Z About Plandai Based in Seattle, Washington, Plandai Biotechnology, Inc., through its recent acquisition of Global Energy Solutions, Ltd., and its subsidiaries, focuses on the farming of whole fruits, vegetables and live plant material and the production of proprietary functional foods and botanical extracts for the health and wellness industry. Its principle holdings consist of land, farms and infrastructure in South Africa. Plandai Biotechnology reported a net loss of $15.5 million on $266,000 of revenues for the year ended June 30, 2014, compared to a net loss of $2.96 million on $359,000 of revenues for the year ended June 30, 2013. Terry L. Johnson, CPA, in Casselberry, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. "The Company has incurred a deficit of approximately $26 million and has used approximately $44 million of cash due to its operating activities in the two years ended June 30, 2014. The Company may not have adequate readily available resources to fund operations through June 30, 2015. This raises substantial doubt about the Company's ability to continue as a going concern," the auditors noted. PROSPECT PARK: Asks Court to Extend Deadline to Remove Suits ------------------------------------------------------------ Prospect Park Networks LLC has filed a motion seeking additional time to remove lawsuits involving the company. In its motion, the company asked the U.S. Bankruptcy Court in Delaware to move the deadline for filing notices of removal of the lawsuits to July 6, 2015. The extension, if granted, would allow the company to make "fully-informed decisions" concerning removal of any lawsuit, according to its lawyer, Mark Olivere, Esq., at Chipman Brown Cicero & Cole LLP, in Wilmington, Delaware. The motion is on Judge Mary Walrath's calendar for June 18. Objections are due by June 11. 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. QUICKSILVER RESOURCES: Court Okays Garden City as Admin Agent ------------------------------------------------------------- Quicksilver Resources Inc. and its debtor-affiliates sought and obtained permission from the Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware to employ Garden City Group, LLC as administrative agent, nunc pro tunc to the March 17, 2015 petition date. The Debtors require Garden City to: (a) assist with the preparation and filing of the Debtors' schedules of assets and liabilities and statements of financial affairs; (b) record 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) generate and provide claim reports and claim objection exhibits; (d) manage the preparation, compilation and mail of documents to creditors and other parties in interest in connection with the solicitation of a chapter 11 plan (a "Plan"); (e) manage any rights offering pursuant to the Plan; (f) manage the publication of legal notices; (g) collect and tabulate votes in connection with any Plan filed by the Debtors and providing ballot reports to the Debtors and their professionals; (h) generate an official ballot certification and testifying, if necessary, in support of the ballot tabulation results; (i) manage any distributions made pursuant to a Plan; and (j) provide any and all necessary administrative tasks not otherwise specifically set forth above as the Debtors or its professionals may require in connection with these chapter 11 cases. Garden City will be paid at these hourly rates: Administrative, Mailroom and Claims Control $45-$55 Project Administrators $70-$85 Project Supervisors $95-$110 Graphic Support & Technology Staff $100-$200 Project Managers and Sr. Project Managers $125-$175 Directors and Asst. Vice Presidents $200-$295 Vice Presidents and above $295 Garden City will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtors provided Garden City a retainer in the amount of $275,000. Angela Ferrante, vice president of Garden City, 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. Garden City can be reached at: Angela Ferrante GARDEN CITY GROUP, LLC 1985 Marcus Ave Lake Success, NY 11042 Tel: (631) 470-1852 E-mail: angela.ferrante@gardencitygroup.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: Court OKs Hiring of Akin Gump as Co-counsel ------------------------------------------------------------------ Quicksilver Resources Inc. and its debtor-affiliates sought and obtained permission from the Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware to employ Akin Gump Strauss Hauer & Feld LLP as co-counsel, nunc pro tunc to the March 17, 2015 petition date. The Debtors require Akin Gump to: (a) advise the Debtors with respect to their rights, powers and duties as debtors in possession in the continued operation of their business and the management of their properties; (b) advise the Debtors with respect to the conduct of these chapter 11 cases, including all of the legal and administrative requirements in chapter 11; (c) advise the Debtors and take all necessary or appropriate actions at the Debtors' direction with respect to protecting and preserving the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; (d) prepare pleadings in connection with these chapter 11 cases, including motions, applications, answers, orders, reports and other papers necessary or otherwise beneficial to the administration of the Debtors' estates; (e) assist the Debtors in obtaining the Court's approval of the post-petition debtor-in-possession financing facility, if necessary; (f) advise the Debtors in connection with any potential sale of assets; (g) appear before the Court and any other courts to represent the interests of the Debtors' estates before such courts; (h) advise the Debtors regarding tax matters; (i) attend meetings and represent the Debtors in negotiations with representatives of creditors and other parties in interest; (j) negotiate, prepare and obtain approval of the Debtors' chapter 11 plan and documents related thereto; and (k) perform and advise the Debtors (as applicable) as to all other necessary legal services in connection with the chapter 11 cases, including, without limitation, (i) analyzing the Debtors' leases and contracts and assumptions and assignments or rejections thereof, (ii) analyzing the validity of liens against the Debtors and (iii) advising the Debtors on corporate and litigation matters. Akin Gump will be paid at these hourly rates: Charles R. Gibbs, Partner $1,095 Sarah Link Schultz, Partner $975 Ashleigh L. Blaylock, Counsel $775 Kevin M. Eide, Counsel $750 Travis McRoberts, Counsel $750 Sarah J. Crow, Associate $655 Jason S. Sharp, Associate $565 Partners $765-$1,250 Counsel $630-$825 Associates $390-$735 Paraprofessionals $170-$345 Akin Gump will also be reimbursed for reasonable out-of-pocket expenses incurred. Akin Gump has represented the Debtors since December 2013 in connection with certain transactional and pre-petition restructuring matters. Akin Gump received compensation for fees and reimbursement for expenses related to such services in accordance with Akin Gump's customary billing practices in the aggregate amount of $5,318,918.50. During the 90 days before the Petition Date, Akin Gump received payments in the amount of $3,024,781.47 for services rendered to the Debtors in connection with the Debtors' potential restructuring and the commencement of these chapter 11 cases. Prior to the Petition Date, the Debtors advanced $500,000 to Akin Gump on account of services performed and to be performed and expenses incurred and to be incurred in connection with the filing and prosecution of these chapter 11 cases (the “Advance Payment”). Prior to the Petition Date, Akin Gump debited $94,937.42 against the Advance Payment on account of services performed and expenses incurred in connection with the filing of these chapter 11 cases. The Debtors propose that the remaining $405,062.58 of the Advance Payment be treated as an evergreen retainer to be held by Akin Gump as security through these chapter 11 cases until Akin Gump's fees and expenses are awarded by final order and payable to Akin Gump. Sarah Link Schultz, partner of Akin Gump, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Akin Gump can be reached at: Sarah Link Schultz, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP 1700 Pacific Avenue, Suite 4100 Dallas, TX 75201 Tel: (214) 969-2800 Fax: (214) 969-4343 E-mail: sschultz@akingump.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: Allowed to Assign 3 Contracts to General Wireless ------------------------------------------------------------------ U.S. Bankruptcy Judge Brendan Shannon has given RadioShack Corp. the green light to assume and assign three contracts to General Wireless Inc. as part of the sale of its assets to the company. The contracts to be assigned include the electronics retailer's agreements with Federal Warranty Service Corp., PaySpot Inc. and PreCash Inc. General Wireless, an affiliate of Standard General LP, on April 1 received court approval to acquire the inventory and assume leases of 1,743 RadioShack stores following a bankruptcy auction where it emerged as the winning bidder. 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: Fails to Win Approval to Assign AMSC Store Lease ----------------------------------------------------------------- RadioShack Corp. has failed to win a federal judge's approval to assign a store lease to Spring Communications Holding Inc. U.S. Bankruptcy Judge Brendan Shannon denied the electronics retailer's bid to assign the lease on its store located at Adams Marketplace Shopping Center following an objection from Marketplace of Rochester Hills Parcel B, LLC. Marketplace, which owns the shopping center, opposed the assignment, saying it would violate not only a provision of the RadioShack lease but also its contract with another tenant T-Mobile Central LLC. According to the landlord, Spring Communication's plan to use the leased space as an exclusive AT&T retail store would violate an exclusivity provision of the T-Mobile contract. 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: Gets Approval to Terminate Leases With Landlords ----------------------------------------------------------------- RadioShack Corp. received court approval for a deal to terminate its leases with AGC West Town Center Owner LLC and two other landlords. The leases were supposed to be assigned to Spring Communications Holding Inc. after RadioShack selected its bid for the right to take 163 store leases over from the electronics retailer. The companies, together with the landlords, eventually agreed to enter into three separate lease termination agreements to avoid litigation. Spring Communications will receive payments from AGC, Gofis Brothers Realty Management and Good Hope Market Place LP in the total amount of $139,580 in return for the early termination of the leases, according to the agreements. 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 Bid to Terminate Store Leases ---------------------------------------------------------------- U.S. Bankruptcy Judge Brendan Shannon is set to hold a hearing on May 27 to consider approval of RadioShack Corp.'s agreements with Times Plaza Development LP and two other landlords. The agreements call for the termination of RadioShack's store leases with Times Plaza, Powell-Lehi LLC and Midland Tarkenton LLC by May 31. RadioShack will receive payments from the landlords in the total amount of $54,766, according to court filings. The landlords emerged as the winning bidders for the leases on three RadioShack stores at a bankruptcy auction held on May 14. The stores located in New York, Utah and Iowa were identified in court papers as Store Nos. 2822, 4258 and 6110. 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. RECYCLE SOLUTIONS: TCF, Deere Seek Adequate Protection ------------------------------------------------------ TCF Equipment Financial, Inc., and Deere and Company filed separate motions asking the U.S. Bankruptcy Court for the Western District of Tennessee, Western Division, to direct Recycle Solutions, Inc., to grant them adequate protection. TCF's counsel, Roger A. Stone, Esq., at Stone, Higgs & Drexler, in Memphis, Tennessee, relates that the Debtor purchased two marathon self-contained compactors-rear feed, pressure guage, controls on 20 foot Scal-Tite from Plum Creek Environmental Technologies, LLC. The $48,550 purchase was financed by TCF, with the Debtor executing a promissory note for the sum payable, with interest at 6.78% per annum in 60 consecutive monthly installment payments of $951.00 each. Mr. Stone asserts that the personal property is depreciating at a rate equal to or greater than the regular installment payment. Deere's counsel, E. Franklin Childress, Jr., Esq., at Baker Donelson Bearman Caldwell & Berkowitz, PC, in Memphis, Tennessee, relates that prior to the Petition Date, the Debtor purchased two compact utility tractors and loaders. The purchase was financed by Deere under loan contracts wherein the Debtor conveyed to Deere security interests in the tractors and loaders with attachments. The amount of the secured claims owed to Deere, arising from the transactions, is $22,697. Mr. Childress says the Debtor has failed to make required monthly installment payments under the Loan Contract. TCF is represented by: Roger A. Stone, Esq. STONE, HIGGS & DREXLER 200 Jefferson Avenue, Suite 1000 Memphis, TN 38103 Tel: (901) 528-1111 Email: rstone@stonehiggsdrexler.com Deere is represented by: E. Franklin Childress, Jr., Esq. Zachary A. Kisber, Esq. BAKER DONELSON BEARMAN CALDWELL & BERKOWITZ, PC 165 Madison Bank, Suite 2000 Memphis, TN 38103 Tel: (901)577-2147 Email: fchildress@bakerdonelson.com About Recycle Solutions Recycle Solutions, Inc., founded in 2002 in Memphis, TN, is in the business of recycling and reusing plastic, wood and packaging for film rolls. The company claims to be a pioneer in helping leading corporations develop and implement innovative programs to reduce their environmental impact. James Downing, of Arlington, Tennessee, founder and president, owns 100% of the stock. Recycle Solutions sought Chapter 11 bankruptcy protection in its home-town in Memphis (Bankr. W.D. Tenn. Case No. 14-31338) on Nov. 4, 2014, disclosing assets of $11.5 million against liabilities of $6.4 million. The case is assigned to Judge George W. Emerson Jr. The Debtor is represented by Steven N. Douglass, Esq., at Harris Shelton Hanover Walsh, PLLC, in Memphis. According to the docket, the Debtor's Chapter 11 plan and disclosure statement are due March 4, 2015. The U.S. Trustee for Region 8 appointed three creditors to serve on the official committee of unsecured creditors. Adam B. Emerson of Bridgforth & Buntin, PLLC, represents the Committee as counsel. RED LOBSTER: New $150 Revolver Loan No Impact on Moody's B3 CFR --------------------------------------------------------------- Moody's Investors Service stated that Red Lobster Management, LLC's amendment to its bank credit facility and its intention to enter into a new proposed $150 million asset based loan (ABL) revolver (not rated) is a credit positive and the company's ratings and stable rating outlook are currently unaffected. The proposed amendment includes replacing its current $50 million cash flow revolver with a proposed $150 million ABL. Red Lobster carries B3 LT Corporate Family Ratings. Red Lobster Management, LLC, ("Red Lobster") owns and operates 705 Red Lobster seafood restaurants throughout North America. Red Lobster generates about $2.4 billion of annual revenue. Red Lobster is owned by private equity firm Golden Gate Capital. RESIDENTIAL CAPITAL: Gosselin Claim Objection Sustained in Part --------------------------------------------------------------- Bankruptcy Judge Martin Glenn sustained in part and overruled in part the Rescap Borrower Claims Trust's Objection to Claim Number 3862, filed by Rhonda Gosselin. Judge Glenn sustained the objection as to Gosselin's breach of contract claim. She stated that without more specific allegations, such claim was too vague, as "Gosselin does not provide any further allegations concerning how GMAC Mortgage LLC (GMACM) misapplied her Loan payments." Gosselin's claim for breach of the implied covenant of good faith and fair dealing was likewise sustained by Judge Glenn as Gosselin did not provide any additional evidence showing GMACM's bad faith in servicing her Loan. Gosselin's negligence claim was likewise sustained because she did not allege any type of physical harm caused by GMACM. Judge Glenn overruled, without prejudice, Gosselin's wrongful foreclosure claim since the Trust was not able to submit any evidence of the Mortgage assignments which were sufficient to rebut Gosselin's allegations. On the other hand, Judge Glenn allowed Gosselin's Chapter 93A claim to the extent that it relates to allegations of wrongful foreclosure. The Trust was not able to provide any evidence about when Goselin received a Truth in Lending Act (TILA) notice of right to cancel. As a result, Judge Glen overruled the objection in so far as Gosselin's Massachusetts Consumer Credit Cost Disclosure Act (MCCCDA) claim was concerned. Judge Glenn held that any declaratory relief as to the Debtors was moot since the Debtors no longer had any interest in the Loan and do not service the Loan. The Trust's counsel was ordered to confer with Gosselin's counsel to discuss possible settlement of the remaining issues in the dispute. Counsels were also ordered to confer regarding the scheduling of any discovery and an evidentiary hearing, as well as further briefing before trial. They were mandated to promptly file a status letter advising the Court of the proposed schedule, and to set this matter for a further status conference during the next available Omnibus Hearing date. Gosselin's counsel was permitted to participate in the conference by telephone. The Court will enter a scheduling order following that conference. A copy of Judge Costa's April 21, 2015 Memorandum Opinion and Order Sustaining in Part and Overruling in Part the Rescap Borrower Claims Trust's Objection to Claim Number 3862 Filed by Rhonda Gosselin, is available at http://is.gd/eSPodRfrom Leagle.com. MORRISON & FOERSTER LLP, By: Norman S. Rosenbaum, Esq. --nrosenbaum@mofo.com -- Jordan A. Wishnew, Esq. -- jwishnew@mofo.com -- Jessica J. Arett, Esq. -- jarett@mofo.com -- New York, New York, Attorneys for ResCap Borrower Claims Trust. LAIRD J. HEAL, ESQ., By: Laird J. Heal, Esq., Worcester, Massachusetts, Attorney for Rhonda Gosselin. RESPONSE BIOMEDICAL: Appoints Barbara Kinnaird Ph.D. as CEO ----------------------------------------------------------- The Board of Directors of Response Biomedical Corp. has promoted Dr. Barbara Kinnaird Ph.D. to the position of chief executive officer effective May 19, 2015. In connection with the appointment, Dr. Anthony Holler resigned as interim chief executive officer, a position that he held since September 2014. "Since her promotion to Chief Operating Officer in September 2014, Dr. Kinnaird has successfully led Response through a series of strategic moves to position the Company for future growth exemplified by the recently announced 38% increase in revenue for the Company's first fiscal quarter of 2015," said Lewis Shuster, chairman of Response. "Dr. Kinnaird has also successfully overseen key Company milestones in the past eight months including the signing of the $8.2 million Joinstar collaboration, the restructuring of our China based distribution network and the securing of government funding to support the development of a new sepsis biomarker." Dr. Barbara Kinnaird has over 20 years of research and business experience primarily in the fields of point of care (POC) testing and in vitro diagnostics. Since joining Response Biomedical Corp. in August 2004, Dr. Kinnaird has held several key management positions including responsibilities for Product Development, Quality, Regulatory, Manufacturing and Sales. During Dr. Kinnaird's tenure in these positions, she has improved the product design control, operational efficiencies, gross margins and sales. Additionally under her direction, the Company obtained regulatory approvals to support sales in several global jurisdictions such as China, Japan, United States and Canada. Dr. Kinnaird holds a Ph.D. in Microbiology and Immunology from the University of British Columbia at the B.C. Children's Hospital in the Department of Pediatrics. She conducted her post-doctoral research at the Michael Smith Laboratories in genomics and gene expression profiling, in collaboration with the B.C. Genome Sciences Centre and consulted for the Proteomics division of Incyte Genomics Inc. Results of 2015 Annual General Meeting Reponse held its annual meetion on May 19, 2015, at which the shareholders elected Dr. Anthony Holler, M.D., Dr. Joseph D. Keegan, Ph.D., Clinton H. Severson, Lewis J. Shuster, Dr. Peter A. Thompson, M.D. and Dr. Jonathan J. Wang, Ph.D. as directors. PricewaterhouseCoopers LLP, Chartered Accountants, was appointed auditor of the Company for the ensuing year. About Response Biomedical Based in Vancouver, Canada, Response Biomedical Corporation develops, manufactures and sells diagnostic tests for use with its proprietary RAMP(R) System, a portable fluorescence immunoassay- based diagnostic testing platform. The RAMP(R) technology utilizes a unique method to account for sources of error inherent in conventional lateral flow immunoassay technologies, thereby providing the ability to quickly and accurately detect and quantify an analyte present in a liquid sample. Consequently, an end-user on-site or in a point-of-care setting can rapidly obtain important diagnostic information. Response Biomedical currently has thirteen tests available for clinical and environmental testing applications and the Company has plans to commercialize additional tests. Response Biomedical reported a net loss and comprehensive loss of C$5.99 million in 2013, a net loss and comprehensive loss of C$5.28 million in 2012 and a net loss and comprehensive loss of C$5.37 million in 2011. As of March 31, 2015, the Company had C$13.6 million in total assets, C$15.48 million in total liabilities and a $1.88 million total shareholders' deficit. PricewaterhouseCoopers LLP, in Vancouver, British Columbia, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred recurring losses from operations and has an accumulated deficit at Dec. 31, 2013, which raises substantial doubt about its ability to continue as a going concern. ROADRUNNER ENTERPRISES: Sale of Chesterfield Properties Okayed -------------------------------------------------------------- The Hon. Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia has granted Roadrunner Enterprises, Inc.'s motion to sell certain property locted at 4104 Ralph Road, 4121 Ralph Road, 19205 Rosewood Lane, 19209 Rosewood Lane, 19304 Rosewood Lane, 19305 Rosewood Lane, 19308 Rosewood Lane, 19309 Rosewood Lane, and 19312 Rosewood Lane, Chesterfield, Virginia. As reported by the Troubled Company Reporter on April 27, 2015, the Debtor sought the Bankruptcy Court's authorization to sell the Real Property. On the Petition Date, the Debtor valued the real property at $100,000. On April 3, the Debtor entered into a contract for the sale of the Real Property with The Global Property Group LLC. By the contract, the parties agreed: (i) to a purchase price for the real property of $135,000 which will be paid by the purchaser in cash at the closing; (ii) that the Debtor pay any rollback taxes on the real property, and expenses in preparing the deed and recordation tax; and (iii) that each party will bear its own closing costs. The Debtor will further pay the remaining sales proceeds to creditor EVB. On March 4, 2015, EVB filed a proof of claim asserting that the payoff on the note associated with the Real Property was $176,833. About Roadrunner Enterprises Headquartered in Chesterfield County, Virginia, Roadrunner Enterprises Inc. owns the Roadrunner Campground and more than 70 rental properties, lots, and other real estate interests. Roadrunner Enterprises filed for Chapter 11 bankruptcy protection (Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015. The petition was signed by Carl Adenauer, president. David K. Spiro, Esq., at Hirschler Fleischer, P.C., serves as the Debtor's counsel. Judge Kevin R. Huennekens presides over the case. The Debtor estimated assets and liabilities of at least $10 million.field County, Virginia, Roadrunner Enterprises Inc. owns the Roadrunner Campground and more than 70 rental properties, lots, and other real estate interests. Roadrunner Enterprises filed for Chapter 11 bankruptcy protection (Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015. The petition was signed by Carl Adenauer, president. David K. Spiro, Esq., at Hirschler Fleischer, P.C., serves as the Debtor's counsel. Judge Kevin R. Huennekens presides over the case. The Debtor estimated assets and liabilities of at least $10 million. ROUNDY’S SUPERMARKET: Bank Debt Trades at 3% Off -------------------------------------------------- Participations in a syndicated loan under which Roundy's Supermarket Inc. is a borrower traded in the secondary market at 96.71 cents-on-the- dollar during the week ended Friday, May 22, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.21 percentage points from the previous week, The Journal relates. Roundy's Supermarket Inc. pays 475 basis points above LIBOR to borrow under the facility. The bank loan matures on February 17, 2021, and carries Moody's B2 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 278 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. RUSSEL METALS: Moody's Lowers CFR to Ba2, Outlook Stable -------------------------------------------------------- Moody's Investors Service downgraded Russel Metals, Inc.'s corporate family rating to Ba2 from Ba1, its probability of default rating to Ba2-PD from Ba1-PD and its senior unsecured note rating to Ba2 from Ba1. The rating downgrades reflect expectations for a material deterioration in Russel's operating results and credit metrics in the near term as well as its aggressive dividend policy. Moody's affirmed Russel's Speculative Grade Liquidity Rating of SGL-2. The ratings outlook is stable. Downgrades: -- Corporate family rating, downgraded to Ba2 from Ba1; -- Probability of default rating, downgraded to Ba2-PD from Ba1-PD; -- Senior unsecured notes, downgraded to Ba2 (LGD 4) from Ba1 (LGD 4) Affirmations: -- Speculative grade liquidity rating, affirmed at SGL-2 Outlook Actions: -- Outlook, assigned stable outlook Russel Metals' Ba2 corporate family rating reflects the company's size and scale, relatively low leverage and strong liquidity, counter-cyclical working capital investment that enhances liquidity in down markets, and its relatively good acquisition track record. However, the rating also reflects the company's volatile free cash flow, low margins and returns and high dividend payout ratio. In addition, the rating incorporates Russel's exposure to the highly cyclical oil & gas sector and steel price volatility, which will cause its operating results and credit metrics to deteriorate substantially in 2015. The rating downgrades reflect Moody's expectation for substantially weaker operating results and credit metrics in the near term driven by a significant decline in steel, oil and natural gas prices. Lower steel prices will weigh on Russel in 2015 since the price of the majority of its products are tied to carbon steel prices, which have declined by about 25% during the first five months of 2015. Steel prices have been under pressure from elevated imports driven by excess worldwide capacity and the stronger US dollar, raw material-cost deflation and weak economic indicators in many overseas countries. Lower oil and natural gas prices have led to a 52% decline in the North American rig count over the past year. The reduced drilling activity has resulted in significantly weaker demand and lower prices for oil country tubular goods (OCTG) and Russel's other energy focused products. Russel's Energy Products division accounted for 47% of revenues in 2014 and this division will be negatively impacted by the substantial decline in oil and natural gas prices. Moody's expects lower product volumes combined with reduced steel product prices to result in a material decline in Russel's operating results in 2015. This will be somewhat tempered by the company's exposure to less volatile maintenance, repair and overhaul (MRO) work (about 50% of sales) and the benefit of weakness in the Canadian dollar versus the US dollar. However, Moody's still expect Russel's adjusted EBITDA to decline by about 25% to 35% in 2015 and fall within the range of $185 million to $210 million versus $284 million in 2014. Russel reported $53 million of adjusted EBITDA in the first quarter of 2015, which was 22% lower than the $68 million produced in the fourth quarter of 2015. Russel maintained its quarterly dividend of $0.38 per share in the first quarter despite the material decline in earnings. The company paid out $23.4 million in dividends on net income of $18.5 million, which resulted in a dividend payout ratio of 126%. The company had to draw down its cash balance by $38.5 million and increase its credit facility borrowings by $8 million to fund its dividend, contingent consideration on prior acquisitions, income tax payments and bonuses in the first quarter. Russel also announced the acquisition of Western Fiberglass Pipe Sales on May 19, 2015, which will limit free cash flow in the near term. The company should be able to support its dividend with free cash flow over the next few quarters as working capital is reduced in the face of weaker demand and lower product prices, but its aggressive dividend policy reduces its financial flexibility and is a rating constraint. Moody's expects Russel's credit metrics to deteriorate substantially in 2015 due to the significant decline in operating earnings combined with its aggressive dividend policy. Russel's leverage ratio (Debt/EBITDA) is expected to rise to about 3.0x from 2.2x in December 2014, its interest coverage ratio ((EBITDA-CapEX)/Interest Expense) should decline to about 3.0x from 4.5x, and its return on assets (ROA) will likely decline to approximately 3.0% from 6.4%. These metrics will be somewhat weak for the company's rating. Russel Metals has good liquidity supported by its modest cash balance of $16 million as of March 2015 and significant borrowing availability. Russel Metals has a $325 million primary revolving credit facility due June 2017 and a $40 million one-year uncommitted US subsidiary credit facility. The company had $247 million available under the primary revolving credit facility and $34 million available under the US subsidiary credit facility as of March 2015. The stable outlook reflects that the company's credit metrics will remain supportive of its rating despite the current weak operating environment including historically depressed steel, oil and natural gas prices and lackluster product demand. Upward pressure on the ratings is unlikely in the intermediate term given the expected deterioration in Russel's credit metrics, its aggressive dividend policy as well as the exposure to volatile steel prices and cyclical end markets. Credit metrics that would support an upgrade include a leverage ratio of less than 2.5x and an interest coverage ratio of more than 4.0x. Negative rating pressure could develop if the company's leverage ratio rises above 3.5x, its interest coverage declines below 2.5x or EBIT margins decline below 5%. The principal methodology used in these ratings was Global Distribution & Supply Chain Services published in November 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. Russel Metals, headquartered in Mississauga, Ontario, is a leading North American metal distributor with 65 metals service centers and 77 energy products locations in Canada and the U.S. The company operates in three metal distribution segments. Energy Tubular Products (45% of LTM revenue) distributes oil country tubular goods, line pipe, valves and fittings. Metals Service Centers (43%) distributes carbon hot rolled and cold finished steel, pipe and tubular products, stainless steel and aluminum products. Steel Distributors (12%) sells steel in large volumes to steel service centers and large equipment manufacturers. For the year ended March 31, 2015, the company generated approximately $3.85 billion in revenue, with about 70% of revenue earned in Canada (all figures are in Canadian dollars unless otherwise noted). SABINE OIL: Obtains Forbearance From Lenders Until June 30 ---------------------------------------------------------- Sabine Oil & Gas Corporation has entered into a forbearance agreement with the lenders under its second lien term loan facility. The forbearance agreement will provide the Company with additional flexibility as it continues discussions with its creditors and their respective professionals regarding the Company's debt and capital structure. Pursuant to the Forbearance Agreement, the Administrative Agent and the lenders under the Credit Facility have agreed to forbear from exercising remedies until the earlier of (i) certain events of default under the Forbearance Agreement or Credit Facility, (ii) the acceleration or exercise of remedies by any other lender or creditor, and (iii) June 30, 2015, with respect to the following anticipated events of default: (i) the "going concern" qualification in the Company's 2014 audited financial statements; and (ii) the failure of the Company to make the April 2015 interest payment due under the Credit Facility. In exchange for the Administrative Agent and the lenders under the Credit Facility agreeing to forbear, the Company has agreed during the Forbearance Period to, among other things, tighten certain covenants under the Credit Facility. The Company's financial advisors, Lazard, and legal advisors, Kirkland & Ellis LLP, are advising management and the board of directors on strategic alternatives related to its capital structure. As previously reported, as of May 8, 2015, the Company had a cash balance of approximately $276.9 million, which provides substantial liquidity to fund its current operations. The Company is continuing to pay suppliers and other trade creditors in the ordinary course. About Sabine Sabine Oil & Gas LLC, (formerly Forest Oil Corporation) is an independent energy company engaged in the acquisition, production, exploration and development of onshore oil and natural gas properties in the United States. Sabine's current operations are principally located in Cotton Valley Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in South Texas, and the Granite Wash in the Texas Panhandle. See http://www.sabineoil.com/ Sabine Oil reported a net loss including non-controlling interests of $327 million in 2014, compared with net income including non-controlling interests of $10.6 million in 2013. Deloittee & Touche LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the uncertainty associated with the Company's ability to repay its outstanding debt obligations as they become due raises substantial doubt about its ability to continue as a going concern. Bankruptcy Warning The Company's borrowing base under its New Revolving Credit Facility was subject to its semi-annual redetermination on April 27, 2015, and was decreased to $750 million. Since the Company's New Revolving Credit Facility is fully drawn, the decrease in the Company's borrowing base as a result of the redetermination resulted in a deficiency of approximately $250 million which must be repaid in six monthly installments of $41.54 million. Additionally, the Company has elected to exercise its right to a grace period with respect to a $15.3 million interest payment under its Term Loan Facility. The interest payment was due April 21, 2015; however, such grace period permits the Company 30 days to make such interest payment before an event of default occurs. The Company believes it is in the best interests of its stakeholders to actively address the Company's debt and capital structure and intends to continue discussions with its creditors and their respective professionals during the 30-day grace period. If the Company fails to pay the interest payment during the 30-day grace period and does not obtain a waiver for the interest payment, an event of default would exist under the Term Loan Facility and the lenders under the Term Loan Facility would be able to accelerate the debt. However, the lenders would not be able to foreclose on the collateral securing the Term Loan Facility until after the expiration of the 180-day standstill. If the Company continues to fail to pay the interest payment, such failure could constitute a cross default under certain of the Company's other indebtedness. If the indebtedness under the Term Loan Facility or any of the Company's other indebtedness is accelerated, the Company said it may have to file for bankruptcy. * * * As reported by the TCR on April 6, 2015, Moody's Investors Service downgraded Sabine Oil & Gas Corporation's Corporate Family Rating to Caa3 from Caa1. The rating action was prompted by SOGC's disclosure on March 31, 2015, that it is in default under its revolving credit facility and second lien term loan as a result of a going concern qualification related to its Dec. 31, 2014, audited financial statements. The TCR reported on April 24, 2015, that Standard & Poor's Ratings Services, lowered its corporate credit on Sabine Oil & Gas Corp. to 'D' from 'CCC'. "The downgrade reflects the company's decision not to pay approximately $15.3 million in interest that was due on April 21, 2015, on its second-lien term loan," said Standard & Poor's credit analyst Ben Tsocanos. SAN JUAN RESORT: Hearing on Sale of Hotel Assets Set for May 29 --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico will consider at a hearing set for May 29, 2015, San Juan Resort Owner, Inc.'s motion to sell to SJ Beach PR LLC its acquired assets -- all right, title, and interest in and to all of the assets of the Debtor that are used in or related to the operation of the San Juan Beach Hotel located in the Condado sector of San Juan, Puerto Rico, for $9,039,557, subject to higher offers. Of the proposed purchase price, (a) $8,689,557 will be paid to the Debtor at the closing of the transactions by wire transfer of immediately available funds; and (b) the remaining $350,000 are savings to the Debtor related to a portion of the outstanding amount of room tax that is currently owed by the Hotel to the Puerto Rico Tourism Company, which savings will be credited by the Puerto Rico Tourism Company to the Debtor for the payment of the outstanding amount of room tax owed by the Hotel at the closing. The Debtor and secured creditor Banco Popular de Puerto Rico have agreed to extend the milestones and deadlines set forth in the bidding procedures and asset purchase agreement for an additional 25 days. A copy of the amended Asset Purchase Agreement is available for free at http://is.gd/89uFcI. A copy of the amended Bidding Procedures is available for free at http://is.gd/quie0X. Bids must be submitted by June 9, 2015. Within 10 business days from entry of the sale order, an auction, if necessary, will have been conducted. The closing on the proposed sale will occur on or before five business days after the selection and notification of the successful bidder to the Bankruptcy Court. Condado San Juan Hotel 2, LLC, which, prior to the Petition Date, made a proposal through an option agreement to buy the Assets for $8.250 million and from that purchase price make a net payment to Banco Popular of $7.550 million, objected to the Debtor's March 27 sale motion on April 14. The proposal and Option Agreement were expressly conditioned on, among other things, Banco Popular executing an agreement accepting the discounted payment proposal as consideration for releasing its liens over the Assets. Banco Popular rejected the proposal. CSJH2 stated in its objection that the Sale is not in the best interest of the estate, is not the result of exposing the property to the market, the purported sale agreement benefits exclusively Banco Popular and is less beneficial to the estate. According to CSJH2, the real estate is the Debtor's purported main and only asset, apart from some accounts receivable, and that the Debtor doesn't have any employees, doesn't have any business operation, doesn't have any other tangible asset. The Debtor's only activity is to, on occasions, collect rent from its only tenant, Premier Hotel Management Inc., a corporation owned by the same stockholders as Debtor and controlled by the same person: Luis Carreras. A copy of the objection is available for free at: http://is.gd/qdN5ES Banco Popular, the Proposed Stalking Horse Bidder, and the Debtor each countered CSJH2's claim. Banco Popular said in its April 24 response that the Proposed Stalking Horse Purchaser's offer is higher and better than the proposal made by CSJH2, and that the objector has apparently decided to ignore the possibility of purchasing the Assets through the proposed Bidding Procedures and rather wants to convince this Court, through unfounded and misleading arguments, to forgo the sale process and the possibility to maximize the value of the Assets. The Proposed Stalking Horse Bidder, in its April 27 response, said that CSJH's objection is devoid of merit and should be denied out of hand. In its April 29 response, the Debtor called CSJH's arguments to the sale as unfounded. According to the Debtor, the option agreement with CSJH2 is unenforceable and no longer valid. A copy of the Debtor's response is available for free at: http://is.gd/VcjtAj A copy of Banco Popular's response is available for free at: http://is.gd/mNB3y9 A copy of the proposed Stalking Horse Bidder's response is available for free at: http://is.gd/msn33V On April 29, the Hon. Mildred Caban Flores of the U.S. Bankruptcy Court for the District of Puerto Rico mooted Boutique Hotels, Inc.'s motion requesting that the Debtor's motion for sale of sole asset of the estate and approval of settlement with Banco Popular be held in abeyance, as a result of the filing of the disclosure statement and plan. On that same day, the Debtor amended its response to CSJH2's objection, saying that the fact that the Debtor has already filed a disclosure statement and Plan for the Court's consideration, the Court should deny the allegations contained in the objection and instead, approve the sale motion. On May 4, Guy G. Gebhardt, the Acting U.S. Trustee for Region 21, opposed the Sale, saying that there is contradictory information in the 363 sale motion as to the amount of the carve out that Banco Popular has agreed upon, and second, the settlement agreement with Banco Popular includes a provision calling for the appointment of an "examiner" without complying with the strictures of Section 1104 of the Bankruptcy Code. Banco Popular has consented to the Carve-Out from the purchase price in an amount of up to $1,181,627 to pay from the Carve-Out solely as administrative and certain priority tax and other claims, the amounts necessary to settle the existing claims and expenses. According to the U.S. Trustee, the settlement agreement with Banco Popular that accompanies the sale motion states that, "[a]s part of the Sale, the Lender has consented to the Carve-Out from the Purchase Price in an amount that shall not exceed one million six hundred thirty two thousand and seventy dollars ($1,632,070.00) to pay from such Carve-Out solely the amounts necessary to settle the existing debts set forth in Schedule II hereto, including as provided therein, the Borrower Closing Costs and certain liabilities of Debtor's affiliates." The settlement agreement calls for the appointment of an "examiner," who is to be selected by Banco Popular. According the the U.S. Trustee, it is the U.S. Trustee who selects and appoints an examiner, after consultation with the parties in interest. The proposed examiner being sought by Debtor and Banco Popular seems to have expanded powers that are more akin to those of a trustee than an examiner, the U.S. Trustee added. Banco Popular is represented by: O'Neill & Borges LLC Luis C. Marini, Esq. Myrna L. Ruiz-Olmo, Esq. American International Plaza 250 Munoz Rivera Avenue, Suite 800 San Juan, Puerto Rico 00918-1813 Tel.: (787) 764-8181 Fax: (787) 753-8944 E-mail: luis.marini@oneillborges.com myrna.ruiz@oneillborges.com CSJH2 is represented by: Berrios & Longo Law Office, P.S.C. Edilberto Berrios Perez, Esq. Capital Center Building, Suite 900 #239 Arterial Hostos Avenue San Juan, Puerto Rico 00918-1400 Tel: (787) 753-0884 Fax: (787) 753-4821 E-mail: eberriosperez@reclawservices.com The Proposed Stalking Horse Bidder is represented by: Pietrantoni Mendez & Alvarez LLC Jorge I. Peirats, Esq. Paul A. Rodriguez, Esq. Banco Popular Center, 19th Floor 208 Ponce de Leon Avenue San Juan, Puerto Rico 00918 Tel: (787) 274-1212 Fax: (787) 274-1470 E-mail: jpeirats@pmalaw.com prodriguez@pmalaw.com About San Juan Resort San Juan Resort Owners Inc. sought Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 15-01627) in Old San Juan, Puerto Rico on March 5, 2015. The petition was signed by Luis A. Carreras Perez as president. The Debtor is represented by William M. Vidal, Esq., at William Vidal Carvajal Law Offices in San Juan, Puerto Rico. The Debtor disclosed $12,787,943 in assets and $33,014,219 in liabilities as of the Chapter11 filing. The Debtor owns a parcel of land of 1,637 square meters, with commercial property known as the San Juan Beach Hotel, a 96-room hotel. The hotel is located at 1045, Ashford Avenue, Condado, San Juan, Puerto Rico. The company claims the property is worth $11 million based on appraised value. Banco Popular de Puerto Rico is owed $17.5 million, of which $6.56 million is unsecured. SANDY CREEK: S&P Lowers Sr. Secured Project Rating to 'B+' ---------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its senior secured project rating on Sandy Creek Energy Associates L.P. to 'B+' from 'BB-'. The outlook is Stable. The recovery rating is unchanged at '1', which indicates S&P's expectations for "very high" (90% to 100%) recovery of principal if a default occurs. The downgrade reflects S&P's expectation that power prices will remain low in the Electric Reliability Council of Texas (ERCOT) power market for the foreseeable future, and especially during 2015. Based on S&P's revised Henry Hub natural gas price assumption of $2.75 per million Btu, S&P expects that spark spreads should remain between $15 and $17 per megawatt-hour for he rest of the year before improving modestly in 2016 and 2017, amid limited new building. The effects of the gas price decline are particularly acute for coal-fired generators such as Sandy Creek, which would face lower power prices but a cost structure that does not fully respond, as gas remains the marginal fuel source in the state making them relatively higher cost on the power supply dispatch stack. "The stable outlook reflects our expectation that, despite adequate hedges in 2015, the project's cash flows will remain weak in subsequent years as a result of weaker power pricing, even with continued strong operations," said Standard & Poor's credit analyst Michael Ferguson. "While we anticipate a minimum debt service coverage ratios (DSCR) of around 1.4x during the debt tenor, we anticipate that DSCRs could drop to near 1.2x after refinancing in 2020, due to the high amount of leverage used to finance the project initially." S&P would likely lower the rating further if power prices remain depressed for a protracted period, resulting in minimum DSCRs of under 1.1x at any point during the project's life, including after refinancing. Operational challenges that result in higher effective heat rates or increased maintenance spending could contribute to weakened measures as well, and, longer term, any type of carbon regulation could weigh on the ratings, though the nature of this is still uncertain. While currently unlikely, higher ratings or a positive outlook revision could stem from improved peak power pricing in ERCOT, which could result from unusually favorable weather conditions and scarcity of power resources beyond 2016. Persistently higher pricing could trim refinancing risk, which S&P currently considers to be a ratings constraint. SEADRILL LTD: Bank Debt Trades at 17% Off ----------------------------------------- Participations in a syndicated loan under which Seadrill Ltd is a borrower traded in the secondary market at 83.40 cents-on-the- dollar during the week ended Friday, May 22, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 1.10 percentage points from the previous week, The Journal relates. Seadrill Ltd pays 300 basis points above LIBOR to borrow under the facility. The bank loan matures on February 17, 2021, and carries Moody's Ba3 rating and Standard & Poor's BB- rating. The loan is one of the biggest gainers and losers among 278 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. SNOWFLAKE COMMUNITY: Files for Chapter 11 with $7.75MM in Debt -------------------------------------------------------------- Snowflake Community Foundation has commenced a Chapter 11 bankruptcy case, disclosing debt of $7.75 million against assets of $10.0 million. According to the schedules, Snowflake's lone significant asset is its 100% ownership of The Apache Railway Co., which has a current value of $10 million. Secured creditors, led by Capital Recovery Group, LLC, Hackman Capital Equipment Acquisition Co., Rabin Worldwide, Inc., and Revere Finance LLC, are owed in excess of $7 million. The Debtor filed schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $10,000,050 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $7,237,396 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $516,074 ----------- ----------- TOTAL $10,000,050 $7,753,470 A copy of the schedules filed together with the petition is available for free at: http://bankrupt.com/misc/azb15-06264_SAL.pdf About Snowflake Community Snowflake Community Foundation sought Chapter 11 protection (Bankr. D. Ariz. Case No. 15-bk-06264) in Phoenix on May 20, 2015. The case is assigned to Judge Madeleine C. Wanslee. The Sec. 341(a) meeting of creditors is scheduled for June 23, 2015. The Debtor tapped Rob Charles, Esq., at Lewis Roca Rothgerber LLP, in Tucson, Arizona, as counsel. SNOWFLAKE COMMUNITY: Section 341 Meeting Scheduled for June 23 -------------------------------------------------------------- A meeting of creditors in the bankruptcy case of Snowflake Community Foundation will be held on June 23, 2015, at 12:00 p.m. at US Trustee Meeting Room, 230 N. First Avenue, Suite 102, in Phoenix, Arizona. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Snowflake Community Foundation filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 15-06264) on May 20, 2015. Ashley Poston signed the petition as director. The Debtor disclosed total assets of $10 million and total liabilities of $7.7 million. Rob Charles, Esq., at Lewis Roca Rothgerber LLP serves as the Debtor's counsel. Judge Madeleine C. Wanslee is assigned to the case. SUNTECH AMERICA: Sale of Solar Assets to Deltro for $555K Okayed ---------------------------------------------------------------- The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware has authorized Suntech America, Inc., et al., to sell to Deltro Electric Ltd. substantially all of the assets used in the production of solar panels at a manufacturing facility located at Suite F of the Goodyear One building, 3801 South Cotton Lane, Goodyear, Arizona 85338, for $555,000, free and clear of all interests, liens, claims and encumbrances. The Court has approved the asset purchase agreement, a copy of which is available for free at http://is.gd/tYAh5L Robert Moon, the Debtors' Chief Restructuring Officier, said in a declaration filed on May 7, 2015, that Suntech Arizona has no use for the Assets -- which consist primarily of equipment used to manufacture PV modules -- because it ceased all manufacturing operations at the Goodyear Facility more than two years ago. "So long as the Debtors own the Assets they must maintain the lease at the Goodyear Facility. Once the Debtors consummate the Sale, they can reject such lease and such rejection will eliminate further administrative liability with respect to such lease for the benefit of the Debtors' estates and stakeholders," Mr. Moon stated. The Debtors received no objections or responses to the relief requested in the sale motion. About Suntech America Suntech America, Inc., and Suntech Arizona, Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 15-10054 and 15-10056) on Jan. 12, 2015. Judge Christopher S. Sontchi presides over the case. Mark D. Collins, Esq., Paul Noble Heath, Esq., William A. Romanowicz, Esq., Zachary I Shapiro, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel. Upshot Services LLC is the Debtors' claims and noticing agent. The Debtors estimated their assets at between $100 million and $500 million, and their debts at between $100 million and $500 million. Headquartered in San Francisco, California, Suntech America, aka Suntech Power, an affiliate of Wuxi, China-based Suntech Power Holdings Corp., was the main operating subsidiary of the Suntech Group in the Americas and its primary business purpose was acting as an intermediary for marketing, selling and distributing Suntech Group manufactured products. SUNVALLEY SOLAR: Reports $34,200 Net Loss in First Quarter ---------------------------------------------------------- Sunvalley Solar, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $34,200 on $926,000 of revenues for the three months ended March 31, 2015, compared to a net loss of $214,000 on $2,048 of revenues for the same period in 2014. As of March 31, 2015, the Company had $6.34 million in total assets, $5.78 million in total liabilities and $561,000 in total stockholders' equity. "We will require substantial additional financing in the approximate amount of $4,500,000 in order to execute our business expansion and development plans and we may require additional financing in order to sustain substantial future business operations for an extended period of time. We currently do not have any firm arrangements for financing and we may not be able to obtain financing when required, in the amounts necessary to execute on our plans in full, or on terms which are economically feasible. If we are unable to obtain the necessary capital to pursue our strategic plan, we may have to reduce the planned future growth of our operations," the Company said in the report. A full-text copy of the Form 10-Q is available for free at: http://is.gd/5xNm3h About Sunvalley Solar Sunvalley Solar, Inc., is a California-based solar power technology and system integration company. Since the inception of its business in 2007, the company has focused on developing its expertise and proprietary technology to install residential, commercial and governmental solar power systems. Sunvalley Solar reported a net loss of $1.28 million on $3.31 million of revenues for the year ended Dec. 31, 2014, compared with net income of $764,000 on $4.09 million of revenues for the year ended Dec. 31, 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 has an accumulated deficit of $3.65 million, which raises substantial doubt about its ability to continue as a going concern. TECHNOLOGY SPECIALISTS: Case Summary & 20 Top Unsecured Creditors ----------------------------------------------------------------- Debtor: Technology Specialists, Inc. 4861 Telsa Drive, Suite B Bowie, MD 20715 Case No.: 15-17311 Chapter 11 Petition Date: May 21, 2015 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Hon. Thomas J. Catliota Debtor's Counsel: Steven L. Goldberg, Esq. MCNAMEE HOSEA ET AL. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Tel: (301) 441-2420 Email: sgoldberg@mhlawyers.com - and - James Greenan, Esq. MCNAMEE, HOSEA, ET. AL. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Tel: 301-441-2420 Email: jgreenan@mhlawyers.com Total Assets: $935,669 Total Liabilities: $6.57 million The petition was signed by Lee White, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb15-17311.pdf TRACK GROUP: Shareholders Elect 3 Directors to Board ---------------------------------------------------- SecureAlert, Inc., dba Track Group held on May 19, 2015, its annual meeting of shareholders at which Guy Dubois, David S. Boone and Dirk Karel J. van Daele were elected as directors. The amendment to the Company's Articles of Incorporation to change the name of the Company to "Track Group, Inc." was approved. The amendment and restatement of the Company's 2012 Equity Incentive Award Plan to increase the number of shares of common stock authorized for issuance thereunder by the greater of 700,000 or 7% of the issued and outstanding shares of the Company's common stock, was also approved. The shareholders approved, on an advisory basis, the compensation paid to the Company's named executive officers and ratified the appointment of Eide Bailly, LLP as the Company's independent auditors for the fiscal year ending Sept. 30, 2015. About Track Group Track Group (formerly SecureAlert) -- http://www.trackgrp.com/-- is a global provider of customizable tracking solutions that leverage real-time tracking data, best-practice monitoring, and analytics capabilities to create complete, end-to-end solutions. SecureAlert incurred a net loss attributable to the Company's common stockholders of $18.9 million for the year ended Sept. 30, 2013, following a net loss attributable to the Company's common stockholders of $19.9 million for the fiscal year ended Sept. 30, 2012. As of March 31, 2015, SecureAlert had $58.3 million in total assets, $38.9 million in total liabilities, and $19.3 million in total equity. Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The independent auditors noted that the Company has incurred losses, negative cash flows from operating activities, notes payable in default and has an accumulated deficit. These conditions raise substantial doubt about its ability to continue as a going concern. TRIPLANET PARTNERS: Seeks Sept. 2 Extension of Plan Filing Date --------------------------------------------------------------- TriPlanet Partners, LLC, asks the U.S. Bankruptcy Court for the Southern District of New York to further extend the time within which it has the exclusive right to file a plan of reorganization through and including September 2, 2015, and the time within which it has exclusive right to solicit acceptances of the plan through and including November 3, 2015. A. Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C., in New York, asserts that the Debtor should be granted the requested extensions so that it will have sufficient time to formulate and confirm a plan of reorganization. Mr. Greene states that the Debtor has been in bankruptcy for approximately one year. Since the entry of the Second Exclusivity Order, the Debtor continues to press its bankruptcy case forward, Mr. Greene tells the Court. The Debtor has previously resolved the motion to dismiss filed against it by Benjamin Roberts as well as managed to recover property for the Debtor's estate in the form of a settlement with Moez Benanceur, whereby Moez agreed to transfer his interest in an apartment located at 402 West Broadway, 4th Floor, in New York, to the Debtor. To further this process along, the Debtor sought and received court approval to transfer the Apartment to the Debtor so it can be sold, with the sales proceeds to be held in escrow pending further order of the Court, and with all liens, claims and encumbrances, including ownership interests, attaching to the sale proceeds of the Apartment to the same extent as previously asserted against the Apartment. Mr. Greene further relates that now that the transfer of the Property to the Debtor has been approved, the Debtor is in the process of finding a buyer for the Property. To further this goal, the Debtor has retained Camelot Brokerage Services Corp. as its broker. The Debtor and Camelot have met with several interested purchasers and the Debtor intends to enter into a contract for the sale of the Property as soon as possible. Upon entering into a contract for the sale of the Property, the Debtor will file a motion to approve the sale. Additionally, the Debtor filed an objection to the claim of Roberts, the Debtor's largest creditor. The Objection is currently scheduled for an evidentiary hearing on June 22, 2015. However, since the filing of the Objection, counsel to the Debtor and counsel to Roberts have been engaged in settlement discussions to resolve the Objection and fix Roberts' claim against the Debtor to avoid further litigation. The Debtor and Roberts have reached a settlement in principle, subject to entering into a written agreement. Upon the execution of a settlement agreement with Roberts, the Debtor will seek this Court's approval of the settlement agreement. Mr. Greene adds that the sale of the property coupled with the resolution of Roberts' claim were the two issues that have prevented the Debtor from filing a plan. Once the Property is sold and Roberts' claim is settled, the Debtor believes it can file a plan of reorganization soon thereafter, Mr. Greene tells the Court. However, because of the fact that the sale process and the settlement discussions are still ongoing, the Debtor must request an additional extension of its Exclusive Periods, Mr. Greene says. The Debtor's Motion is scheduled for hearing on June 8, 2015 at 10:00 a.m. The Debtor is represented by: A. Mitchell Greene, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C. 875 Third Avenue New York, NY 10022 Tel: (212)603-6399 Fax: (212)956-2164 Email: amg@robinsonbrog.com About Triplanet Partners Triplanet Partners LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 14-22643) on May 8, 2014. Sophien Bennaceur signed the petition as manager. The Debtor disclosed $19.9 million in assets and $33.7 million in liabilities. Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as the Debtor's counsel. Judge Robert D. Drain oversees the case. No official committee of unsecured creditors has been appointed in the case. The Court entered an order extending until Oct. 15, 2014, Triplanet Partners, LLC's time to assume or reject a non- residential real property lease with Regus Management Group. UNIVERSAL BIOENERGY: Shareholders, Board Approve Restructuring -------------------------------------------------------------- By written consent of the holders of a majority of the voting shares of Universal Bioenergy, and by unanimous written consent of all the directors of Universal Bioenergy, the majority of the shareholders and the Board of Directors approved the reorganization, restructuring and recapitalization of the Corporation, which includes the issuance of new classes of Common and Preferred Stock to improve the Corporations capital structure, according to a document filed with the Securities and Exchange Commission. The Board of Directors will have the full right and authority to increase, decrease, approve and effect a forward stock split, a reverse stock split, change the par value, or otherwise change the authorized and outstanding shares of Common Stock and Preferred Stock, without any further Shareholder action or approval. The Board of Directors will have the full right and authority to issue and divide those shares, at any time and from time to time, into one or more classes, or series or both, as the Board may delegate, and to determine for any such class or series its designations, registration rights, voting rights, delegations, preferences and privileges, including without limitation, conversion rights. Corporate Governance and Management By the written consent of the olders of a Majority of the voting shares Of Universal Bioenergy, Inc., dated May 11, 2015, the Company approved the election, appointment and reconfirmation of the following members to the Board of Directors of the Corporation: Vince M. Guest - director - (returning member) Solomon Ali - director - (returning member) The Members indicated will hold office until the next annual shareholders' meeting or otherwise in accordance with the Corporations Bylaws, and will have the authority to perform all those duties in the management of the corporation as may be required by the Articles of Incorporation, the Bylaws or by resolution of the Board of Directors of the corporation. Kenneth L. Harris - chief operations officer Kenneth L. Harris was appointed as chief operations officer on March 26, 2015. Mr. Harris was hired and appointed as COO by Vince M. Guest, president and CEO, based on the authority granted to him by the Board of Directors. Mr. Harris will be responsible for managing the hands-on operational aspects of Universal Bioenergy, its subsidiaries, affiliates, and partnerships and assist the CEO in the aggressive and successful growth of the Company. Mr. Harris previously served as president and CEO of NDR Energy Group LLC, a subsidiary of the Company since April 1, 2011. Ken has 22 years of experience as an Attorney; with experience in business operations, management, negotiations of NAESB supply and purchase contracts, business development, regulatory compliance and organizational development. Mr. Harris has worked as an Attorney with a legal practice covering business transactions, tort litigation, criminal law, personal injury, and sports agency management. He also serves as a Founder / Partner with the law firm of Ken Harris and Associates. Previously he worked as a Founding Partner for Todd, Parham, Harris and Dixon, a Founding Partner for Harris and Drummond, an Associate with Hoover and Williams, an Associate with Wishart, Norris, Henninger & Pittman Associates. Ken received a B.A. in Political Science, and a Juris Doctorate from the University of North Carolina at Chapel Hill. Rickey Hart - vice president of Business Development - Western Region Rickey Hart was appointed as vice president of Business Development of the Western Region on March 26, 2015. Mr. Hart will responsible for the development and performance of all sales activities in the Western Region of the U.S. Mr. Hart will direct a sales team and provide leadership towards the achievement of maximum profitability and growth for the Company. Mr. Hart will also establish plans and strategies to expand the customer base and contribute to the development of training of the Sales Managers and Sales Support staff. Mr. Hart previously served as vice president of Business Development for NDR Energy Group LLC. He has over 25 years of professional experience; which includes 16 years in the oil and gas industry. His industry experience covers operations, marketing, and business development, negotiations of NAESB supply and purchase contracts, sales of natural gas, propane, lubricants, and related energy services. He has also developed new markets for products, sales of pipeline transmission capacity, managed sales teams, and sales and promotions programs for many companies during his career. In his role as Vice President of Business Development, Mr. Hart will not serve as an official Corporate Officer for the Company. Gina Roy - vice president of Business Development - Eastern Region Gina Roy was appointed as vice president of Business Development of the Eastern Region on March 26, 2015. Ms. Roy will responsible for the development and performance of all sales activities in the Eastern Region of the U.S. Ms. Roy will direct a sales team and provide leadership towards the achievement of maximum profitability and growth in line with the Company vision and values. Ms. Roy will also establish plans and strategies to expand the customer base and contribute to the development of training of the Sales Managers and Sales Support staff. Ms. Roy previously served as Operations Manager for NDR Energy Group LLC, where she was responsible for customer sales, daily operations, business development and managing supplier relationships. In her role as Vice President of Business Development, Ms. Roy will not serve as an official Corporate Officer for the Company. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On May 12, 2015, the Company filed with the Nevada Secretary of State a Certificate of Amendment to the Company's Articles of Incorporation. The Amendment was approved by a Unanimous Written Consent of all the Directors of Universal Bioenergy, Inc., on May 11, 2015, pursuant to the authority granted them by a "Written Consent Of The Holders Of A Majority Of The Voting Shares Of Universal Bioenergy, Inc.", dated May 11, 2015, which granted to the Board of Directors the full right and authority to increase or otherwise change the authorized shares of Common Stock and Preferred Stock. The Amendment incorporated the following changes: a. Increased the number of authorized shares of the Corporation's common stock from 3,000,000,000 to a total of 6,500,000,000 shares with a par value of $0.0001 per share. Corporate Reports and SEC Filings Universal is working with its accountants and auditors to complete all of the Company's financial statements, annual and quarterly reports to be filed with the SEC. The Company in conjunction with its accountants, independent auditors and legal counsel, intends to review and update all of its financial records and related documentation to bring them current for filing with the SEC to ensure the Company is in full compliance with GAAP and SEC guidelines. The Company believes, the updated records should have a very positive effect on the Company and may bring added value for its shareholders. Whitesburg Friday Branch Mine On May 11, 2015, by Written Consent Of The Holders Of A Majority Of The Voting Shares Of Universal Bioenergy, the Majority of the Shareholders granted to the Board of Directors the full right and authority to sell, convey, assign, set over and/or transfer all or substantially all the Corporations ownership/equity member interests in the property and assets of the Whitesburg Friday Branch Mine LLC, a Kentucky Limited Liability Company without any further Shareholder action or approval. On May 11, 2015, by Unanimous Written Consent of all the Directors of Universal Bioenergy, the Board approved a resolution to sell, convey, assign, set over or transfer all or substantially all the Corporations ownership/equity member interests in the property and assets of the Whitesburg Friday Branch Mine LLC, a Kentucky Limited Liability Company. The Board of Directors has not made a determination to sell or otherwise dispose of "Whitesburg" at this time. Completes Stock Repurchase from Global Energy Group On Oct. 21, 2014, the Company approved a Stock Purchase Agreement between the Company and Global Energy Group LLC, an affiliated party, whereby the Company re-purchased 475,000,000 shares of the Company's common stock from that party in a private transaction. The Company subsequently cancelled the shares of common stock and returned them to the Corporate treasury. The repurchase demonstrates the Company's strong confidence in the long-term growth prospects of the Company, and the Company's commitment to return value to its shareholders. The purchase price for the 475,000,000 million shares included 2,375,000 restricted Series A Preferred shares of stock and $50,000 in cash consideration. On March 6, 2015, the Company issued 2,375,000 restricted shares of its Series A Preferred Stock to Global Energy Group with each share having a stated value of $1.60, which shares have a total stated value equal to the sum of $3,800,000. The preferred shares granted to the shareholder are irrevocable and the shareholder is granted full rights, title and interests in the "shares", on Oct. 21, 2014. The preferred shares pay an annual cash dividend in the amount of 15% or $0.24 for each preferred share of stock held by the shareholder. The dividend payments shall be paid on a quarterly basis beginning on the last day of the first calendar quarter. Greenwood Finance Group LLC Acquires Promissory Notes It was reported to the Company, on or around May 18, 2015, by Solomon Ali the Company's senior vice president and a director, that in the month January 2015, Greenwood Finance Group LLC, (a subsidiary of Revolutionary Concepts Inc.), acquired a portfolio of 9 of the Company's Promissory Notes, with a principal amount of approximately $150,660 from various Note Holders of the Company in a non-public, private transaction directly from the individual Note Holders. All of the Promissory Notes are over six months old, have the option to convert them into common stock of the Company and are disclosed in the Company's filings with the SEC. Solomon Ali is also senior vice president and a director of Revolutionary Concepts Inc., and was appointed as Corporate Secretary for Greenwood Finance in March of 2015. Due to the fact that Solomon Ali is an officer and director of Universal Bioenergy Inc., and is also an officer and director of Revolutionary Concepts Inc., and its subsidiary Greenwood Finance Group, therefore Greenwood may be deemed to be an affiliate of the Company. Therefore, in the event Greenwood elected to convert its Notes to common stock of the Company it would be subject to the limitations of Rule 144 on sales of any of its stock. The restrictions on the sales of restricted stock per Rule 144 include holding the stock for a minimum of six months after issuance, (subject to the issuance date and the holding period for the Notes, and it would therefore be limited to selling an amount equal to 1% of the Company's issued and outstanding shares every 90 days. When and if it did decide to sell any of its stock, the federal securities laws require them to file a Form 144, (Notice of Proposed Sale of Securities), notifying the SEC of their intent to sell any of its stock in accordance with the Rule 144 guidelines and limitations. It was reported to the Company, that in the event Greenwood Finance Group, elected to convert the Notes to common stock of the Company, Solomon Ali in his role as Secretary of Greenwood, could be (but not necessarily be), involved in managing, supervising or otherwise coordinating the process of the conversion the Notes to our common stock and possibly selling them in either in a non-public private transaction or in open market transaction(s). Due to potential conflicts of interests, (in the event Greenwood elects to convert the Notes to common stock), Solomon Ali may or may not, formally elect to recuse himself from any direct or indirect involvement in the process of managing, supervising or coordinating the conversion of, and the selling of the Notes, and direct that Greenwood have that process managed by an independent third party. About Universal Bioenergy Headquartered in Irvine, California, Universal Bioenergy Inc. develops markets alternative and natural energy products including, natural gas, solar, biofuels, wind, wave, tidal, and green technology products. Universal Bioenergy incurred a net loss of $623,518 on $60.21 million of revenues for the year ended June 30, 2013, as compared with a net loss of $4.12 million on $57.32 million of revenues for the year ended June 30, 2012. Bongiovanni & Associates, CPA's, in Cornelius, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the the Company has suffered recurring operating losses, has an accumulated deficit, has negative working capital, and has yet to generate an internal cash flow that raises substantial doubt about its ability to continue as a going concern. UNIVERSAL COOPERATIVES: June 23 Hearing to Extend Removal Period ---------------------------------------------------------------- The U.S. Bankruptcy Court in Delaware is set to hold a hearing on June 23 to consider Universal Cooperatives Inc.'s request to extend the deadline to remove lawsuits to September 8. About Universal Cooperatives As an inter-regional farm supply cooperative, Universal Cooperatives, Inc. consolidates the purchasing power of its members to procure, and/or manufacture, and distribute high quality products at competitive prices. Universal has 14 voting members and over 50 associate members. Eagan, Minnesota-based Universal Cooperatives and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-11187) on May 11, 2014. The debtor-affiliates are Heritage Trading Company, LLC; Bridon Cordage LLC; Universal Crop Protection Alliance, LLC; Agrilon International, LLC; and Pavalon, Inc. UCI do Brasil, a majority-owned subsidiary located in Brazil, is not a debtor in the Chapter 11 cases. The cases are assigned to Judge Mary F. Walrath. Universal Cooperatives disclosed $12.09 million in assets and $29.3 million in liabilities as of the Chapter 11 filing. The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady, Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq., Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley & Lardner LLP, as counsel; The Keystone Group, as financial advisor and Prime Clerk as notice and claims agent. Bank of America, N.A., as agent for the DIP Lenders, is represented by Daniel J. McGuire, Edward Kosmowski, Esq., and Gregory M. Gartland, Esq., at Winston & Strawn, LLP. The United States Trustee for Region 3 has appointed seven members to the Official Committee of Unsecured Creditors, which is represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and Timothy R. Wheeler, Esq., at Lowenstein Sandler LLP, in Roseland, New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien, Esq., at Venable LLP, in Wilmington, Delaware. VIGGLE INC: Prices Public Offering of 3.6 Million Common Shares --------------------------------------------------------------- Viggle Inc. announced the pricing of its underwritten public offering of 3,626,179 shares of its common stock at a public offering price of $2.50 per share, resulting in gross proceeds of approximately $9,065,447. The offering is expected to close on May 28, 2015, subject to the satisfaction of customary closing conditions. The company has also granted the underwriters a 45-day option to purchase up to 543,927 additional shares of common stock to cover over-allotments, if any. Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. is acting as sole book-running manager for the proposed offering. On May 22, 2015, Viggle entered into an underwriting agreement with Ladenburg Thalmann and Co., Inc., as underwriter, pursuant to which the Company agreed to issue and sell up to 4,170,106 shares of the Company's Common Stock, par value $0.001 per share, at a public offering price of $2.50 per share. About Viggle New York City-based Viggle Inc. is a loyalty marketing company. The Company has developed a loyalty program for television that gives people real rewards for checking into the television shows they are watching on most mobile operating system. Viggle users can redeem their points in the app's rewards catalog for items such as movie tickets, music, or gift cards. Viggle reported a net loss of $68.4 million on $18 million of revenues for the year ended June 30, 2014, compared with a net loss of $91.4 million on $13.9 million of revenues for the year ended June 30, 2013. As of March 31, 2015, the Company had $70.9 million in total assets, $54.6 million in total liabilities, $11.4 million in series C convertible redeemable preferred stock, and $4.87 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. The independent auditors noted that the Company has suffered recurring losses from operations and at June 30, 2014, has a deficiency in working capital that raises substantial doubt about its ability to continue as a going concern. VISCOUNT SYSTEMS: Reports C$121,000 Net Income in First Quarter --------------------------------------------------------------- Viscount Systems, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income attributable to common stockholders of C$121,157 on C$1.32 million of sales for the three months ended March 31, 2015, compared to a net loss attributable to common stockholders of C$1.81 million on C$937,000 of sales for the same period last year. As of March 31, 2015, the Company had C$1.71 million in total assets, C$3.91 million in total liabilities and a C$2.21 million total stockholders' deficit. "The Company has an accumulated deficit of C$12,540,379 and reported an operating loss for the three months ended March 31, 2015 of C$481,530. The ability to sustain the current level of operations is dependent on growing sales and achieving profits. These factors raise substantial doubt about the ability of the Company to continue operations as a going concern," the Company states in the report. A full-text copy of the Form 10-Q is available for free at: http://is.gd/BucpSf About Viscount Systems Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer, developer and service provider of access control security products. Viscount Systems reported a net loss and comprehensive loss of C$991,000 on C$4.76 million of sales for the year ended Dec. 31, 2014, compared to a net loss and comprehensive loss of C$3.08 million on C$4.13 million of sales in 2013. Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred losses in developing its business, and further losses are anticipated in the future. The Company requires additional funds to meet its obligations and the costs of its operations and there is no assurance that additional financing can be raised when needed. These factors raise substantial doubt about the Company's ability to continue as a going concern. WALTER ENERGY: Debt Trades at 45% Off ------------------------------------- Participations in a syndicated loan under which Walter Energy Inc. is a borrower traded in the secondary market at 55.00 cents-on-the- dollar during the week ended Friday, May 22, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 3.33 percentage points from the previous week, The Journal relates. Walter Energy Inc. pays 575 basis points above LIBOR to borrow under the facility. The bank loan matures on March 14, 2018, and carries Moody's Ca rating and Standard & Poor's D rating. The loan is one of the biggest gainers and losers among 278 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. WEST CORP: Stockholders Elect 3 Board Members --------------------------------------------- At West Corporation's 2015 annual meeting of stockholders held on May 15, 2015, the stockholders of the Company: (i) elected Lee Adrean, Michael A. Huber and Soren L. Oberg to serve as directors for a three-year term; (ii) ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending Dec. 31, 2015; and (iii) on an advisory basis, voted in favor of the compensation of the Company's named executive officers. About West Corporation Omaha, Neb.-based West Corporation is a global provider of communication and network infrastructure solutions. West helps manage or support essential enterprise communications with services that include conferencing and collaboration, public safety services, IP communications, interactive services such as automated notifications, large-scale agent services and telecom services. West Corp reported net income of $158 million in 2014 following net income of $143 million in 2013. As of March 31, 2015, the Company had $3.54 billion in total assets, $4.19 billion in total liabilities, and a $648 million total stockholders' deficit. Bankruptcy Warning "Our failure to comply with these debt covenants may result in an event of default which, if not cured or waived, could accelerate the maturity of our indebtedness. If our indebtedness is accelerated, we may not have sufficient cash resources to satisfy our debt obligations and we may not be able to continue our operations as planned. If our cash flows and capital resources are insufficient to fund our debt service obligations and keep us in compliance with the covenants under our Amended Credit Agreement or to fund our other liquidity needs, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional capital or restructure or refinance our indebtedness including the notes. We cannot ensure that we would be able to take any of these actions, that these actions would be successful and would permit us to meet our scheduled debt service obligations or that these actions would be permitted under the terms of our existing or future debt agreements, including our Senior Secured Credit Facilities and the indenture that governs the notes. The Amended Credit Agreement and the indenture that governs the notes restrict our ability to dispose of assets and use the proceeds from the disposition. As a result, we may not be able to consummate those dispositions or use the proceeds to meet our debt service or other obligations, and any proceeds that are available may not be adequate to meet any debt service or other obligations then due. If we cannot make scheduled payments on our debt, we will be in default, and as a result: * our debt holders could declare all outstanding principal and interest to be due and payable; * the lenders under our Senior Secured Credit Facilities could terminate their commitments to lend us money and foreclose against the assets securing our borrowings; and * we could be forced into bankruptcy or liquidation," the Company said in its quarterly report for the period ended March 31, 2015. * * * As reported by the TCR on June 21, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on West Corp. to 'BB-' from 'B+'. The upgrade reflects Standard & Poor's view that lower debt leverage and a less aggressive financial policy will strengthen the company's financial profile. In the April 4, 2013, edition of the TCR, Moody's Investor Service upgraded West Corporation's Corporate Family Rating to 'B1' from 'B2'. "The CFR upgrade to B1 reflects West's shift to a more conservative capital structure and financial policies as a publicly owned company," stated Moody's analyst Suzanne Wingo. WESTMORELAND COAL: Stockholders Elect 8 Directors ------------------------------------------------- The Westmoreland Coal Company held its annual meeting of stockholders on May 19, 2015, at which the stockholders: (a) elected Keith E. Alessi, Terry Bachynski, Gail E. Hamilton, Michael G. Hutchinson, Richard M. Klingaman, Craig R. Mackus, Jan B. Packwood and Robert C. Scharp as directors to serve for a one-year term; (b) approved, on an advisory basis, the compensation of the Company's executive officers; (c) ratified the appointment by the Audit Committee of Ernst & Young LLP as principal independent auditor for fiscal year 2015; (d) approved amendments to the Company's Certificate of Incorporation; and (e) did not approved a proposal for the Board of Directors of the Company to adopt a proxy access bylaw. In light of the stockholder vote in 2011, the Company has determined that it will hold a non-binding advisory vote to approve the Company's compensation of its named executive officers as disclosed in its annual meeting proxy statement every year until it next holds a non-binding stockholder advisory vote on the frequency with which the Company should hold future say-on-pay votes, which is required at least every six years and as such the next vote will appear in the 2017 proxy statement. About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland Coal Company reported a net loss applicable to common shareholders of $173 million in 2014, a net loss applicable to common shareholders of $6.05 million in 2013 and a net loss applicable to common shareholders of $8.58 million in 2012. As of March 31, 2015, Westmoreland Coal had $1.82 billion in total assets, $2.21 billion in total liabilities, and a $389 million total deficit. * * * As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating Services raised its corporate credit rating on Westmoreland Coal Co. one-notch to 'B' from 'B-'. "The stable outlook is supported by Westmoreland's committed sales position over the next year, which should result in stable cash flows," said Standard & Poor's credit analyst Chiza Vitta. Moody's upgraded the corporate family rating (CFR) of Westmoreland Coal Company to 'B3' from 'Caa1', and assigned 'Caa1' rating to the company's proposed new $300 million First Lien Term Loan, the TCR reported on Nov. 20, 2014. The upgrade of the CFR reflects the company's successful integration of the Canadian mines acquired in April 2014, and Moody's expectation that the company's Debt/ EBITDA will track at around 5x in 2015 and 2016 and that the company will be break-even to modestly free cash flow positive over the same time period. WIDEOPENWEST FINANCE: S&P Affirms 'B' CCR, Outlook Stable --------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on Englewood, Colo.-based WideOpenWest Finance LLC (WOW). The outlook is stable. At the same time, S&P affirmed the 'B' issue-level rating, with a '3' recovery rating, on the company's senior secured debt. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; higher end of the range) recovery in the event of a payment default. S&P also affirmed the 'CCC+' issue-level ratings, with a '6' recovery rating, on the company's senior unsecured and subordinated debt. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. S&P removed all ratings from CreditWatch, where it placed them with negative implications on April 8, 2015. "The affirmation reflects the company's repricing of its term loan B and term loan B-1 to a spread of LIBOR plus 350 basis points from 375 basis points, and the use of proceeds from its recent asset sale to pay down $150 million of senior secured term loans," said Standard & Poor's credit analyst Eric Nietsch. "The covenants were also revised with the repricing," he added. The outlook is stable and reflects S&P's expectation for modest revenue growth and for EBITDA margins to remain in the mid-30% area over the next year, despite competitive pressures, although S&P do not believe leverage improvement will be sufficient to warrant an upgrade in the near term. S&P could lower the ratings if the company's margins were to deteriorate as the result of higher programming costs and subscriber losses, resulting in leverage increasing above 7.5x, or if EBITDA coverage of interest expense falls below 1.5x. S&P could also lower the rating if aggressive competition results in price compression and higher churn, which causes sustained free operating cash flow deficits. S&P could raise the rating if the company maintained leverage below 5.5x and S&P believed it could sustain that level. However, even in that scenario, upgrade prospects are constrained by S&P's view of WOW's private-equity owners' financial policy. WIRECO WORLDGROUP: Moody's Lowers CFR to B3, Outlook Negative ------------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating of WireCo WorldGroup Inc., a global manufacturer and seller of wire and synthetic ropes, cables, and other related products, to B3 from B2 and its Probability of Default Rating to B3-PD from B2-PD. In addition, the ratings on the senior secured bank credit facility was downgraded to Ba3 from Ba2 and the senior unsecured notes were downgraded to Caa1 from B3. The rating outlook was revised to negative from stable. The following rating actions were taken: -- Corporate Family Rating downgraded to B3 from B2; -- Probability of Default Rating downgraded to B3-PD from B2-PD; -- Senior Secured Bank Credit Facility due 2017 downgraded to Ba3, LGD2 from Ba2, LGD2; and, -- Senior Unsecured Notes due 2017 downgraded to Caa1, LGD5 from B3, LGD5. -- Speculative Grade Liquidity assessment was lowered to SGL-3. -- The rating outlook was revised to negative from stable. The downgrade of WireCo's Corporate Family Rating to B3 from B2 results from weakening operating performance, the expectation that credit metrics will deteriorate in 2015, and that the cushion in WireCo's existing financial covenants will narrow considerably in 2015. Also, Moody's note that all of the company's debt matures in 2017. Despite incorporating Moody's expectations for some balance sheet debt reduction, Moody's anticipate WireCo will remain highly leveraged over the next 12-to-18 months given weak end market demand. Moody's project adjusted debt-to-EBITDA will be over 7.0x. For the trailing twelve months ending March 31, 2015, adjusted EBITDA was negatively impacted from ongoing weakness in its oil and gas, industrial and mining end markets, unfavorable foreign currency translation and softness in some of its key geographical regions. WireCo has instituted cost structure initiatives in response to challenging end market conditions. However, the expected savings will not be enough to offset the earnings deterioration expected from operational weakness and FX headwinds in Moody's view. Furthermore, Moody's believe earnings deterioration will stress WireCo.'s financial covenants in 2015. Adjusted EBITA to interest coverage was below 1.2x at March 31, 2015. Moody's expect this metric will remain weak in 2015. WireCo ratings benefit from its leading market share in providing high-tension steel and synthetic ropes and wire. The company's market position as well as its end market, geographical and customer diversification are credit strengths. Moody's also recognize WireCo's global footprint also as a key credit strength. WireCo derives approximately 60% of its revenues from outside of the U.S., providing geographic diversity and lessening reliance on any single economy. The oil and gas end market represents approximately 25% of total revenues and generally contributes a good source of recurring revenue given the short replacement cycle for rig lines. However, rig counts have declined sharply and demand for the required specialized steel and synthetic ropes have fallen dramatically as well. Positively, the construction sector, which is the main driver for cranes, is continuing to improve at a modest rate in the United States. WireCo's SGL-3 speculative grade liquidity rating reflects an adequate liquidity profile, primarily due to the weakening cushion in the company's financial covenants when accounting for Moody's expectation of deteriorating earnings. Liquidity is supported by its $145 million revolving credit facility due February 2017, of which approximately $86 million was available at March 31, 2015, and cash balance of approximately $45 million. Cash and cash equivalents held by foreign subsidiaries were $39.7 million. Moody's expect that the company will generate minimal free cash flow over the next 12 to 18 months. Revolver availability should be sufficient to meet any potential shortfall in operating cash flow to cover its working capital and capital expenditure needs; however, financial covenants metrics are expected to weaken in 2015, leaving little cushion under the existing credit facility. At March 31, 2015, the company was in compliance with their financial covenants. All of the company's debt matures in 2017. The negative rating outlook reflects Moody's view that operating performance will deteriorate in 2015 which will stress key credit metrics and reduce WireCo's financial flexibility. It also reflects Moody's expectation that the cushion in the company's existing financial covenants will weaken considerably in 2015. Moody's indicated that a return to stable outlook would be predicated upon the strengthening of WireCo's key end markets which would lead to improved operating performance. In addition, adjusted EBITA-to-interest would need to be consistently above 1.2x and adjusted debt-to-EBITDA would need to be closer to 6.0x with the prospect of sustainability. Improved liquidity with the expectation that the company would be operating with adequate cushion in its financial covenant metrics would also be required for a stable outlook. A downgrade could occur should WireCo's operating performance be strained for a prolonged period such that adjusted EBITA-to-interest expense would be below 1.0x and adjusted debt-to-EBITDA would be above 6.5x for a sustained period. A breach of its financial covenants or a distressed exchange would also cause a downgrade. Lastly, over the longer term, any debt-financed acquisitions or large dividends, absent a commensurate improvement in operating performance, could be a cause for downgrade. The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. WireCo WorldGroup, Inc., headquartered in Kansas City, MO, is a leading global manufacturer and seller of wire ropes, high-tech synthetic ropes, electromechanical cable, and other related products. The company sells into diverse industries including infrastructure, industrials, oil and gas, mining, and marine and fishing. Paine and Partners, LLC, through its respective affiliates, owns about 85% and management owns the remaining 15% of WireCo. Revenues for the twelve months ending March 31, 2015, totaled approximately $827 million. [^] BOND PRICING: For the Week From May 18 to 22, 2015 ------------------------------------------------------ Company Ticker Coupon Bid Price Maturity Date ------- ------ ------ --------- ------------- Allen Systems Group Inc ALLSYS 10.500 24.000 11/15/2016 Alpha Natural Resources Inc ANR 6.000 15.790 6/1/2019 Alpha Natural Resources Inc ANR 9.750 22.775 4/15/2018 Alpha Natural Resources Inc ANR 6.250 15.472 6/1/2021 Alpha Natural Resources Inc ANR 7.500 24.750 8/1/2020 Alpha Natural Resources Inc ANR 3.750 22.000 12/15/2017 Alpha Natural Resources Inc ANR 4.875 16.500 12/15/2020 Alpha Natural Resources Inc ANR 7.500 36.000 8/1/2020 Alpha Natural Resources Inc ANR 7.500 25.125 8/1/2020 Altegrity Inc USINV 14.000 35.500 7/1/2020 Altegrity Inc USINV 13.000 35.125 7/1/2020 Altegrity Inc USINV 14.000 35.000 7/1/2020 American Eagle Energy Corp AMZG 11.000 32.000 9/1/2019 American Eagle Energy Corp AMZG 11.000 32.750 9/1/2019 Arch Coal Inc ACI 7.000 18.923 6/15/2019 Arch Coal Inc ACI 9.875 21.500 6/15/2019 Arch Coal Inc ACI 7.250 30.600 10/1/2020 Arch Coal Inc ACI 7.250 18.000 6/15/2021 Arch Coal Inc ACI 8.000 31.000 1/15/2019 Arch Coal Inc ACI 8.000 31.125 1/15/2019 BPZ Resources Inc BPZR 8.500 25.500 10/1/2017 Black Elk Energy Offshore Operations LLC / Black Elk Finance Corp BLELK 13.750 48.986 12/1/2015 Caesars Entertainment Operating Co Inc CZR 10.000 21.375 12/15/2018 Caesars Entertainment Operating Co Inc CZR 6.500 40.310 6/1/2016 Caesars Entertainment Operating Co Inc CZR 10.750 27.000 2/1/2016 Caesars Entertainment Operating Co Inc CZR 12.750 21.438 4/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 21.750 12/15/2018 Caesars Entertainment Operating Co Inc CZR 5.750 40.375 10/1/2017 Caesars Entertainment Operating Co Inc CZR 5.750 12.500 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.000 21.250 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 21.250 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 21.125 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.750 26.500 2/1/2016 Cal Dive International Inc CDVI 5.000 10.625 7/15/2017 Champion Enterprises Inc CHB 2.750 0.250 11/1/2037 Chassix Holdings Inc CHASSX 10.000 5.000 12/15/2018 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Colt Defense LLC / Colt Finance Corp CLTDEF 8.750 25.250 11/15/2017 Colt Defense LLC / Colt Finance Corp CLTDEF 8.750 28.625 11/15/2017 Colt Defense LLC / Colt Finance Corp CLTDEF 8.750 28.625 11/15/2017 Dendreon Corp DNDN 2.875 73.500 1/15/2016 Endeavour International Corp END 12.000 20.000 3/1/2018 Endeavour International Corp END 12.000 1.000 6/1/2018 Endeavour International Corp END 12.000 8.750 3/1/2018 Endeavour International Corp END 12.000 8.750 3/1/2018 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 8.175 0.550 1/30/2037 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 5.250 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 5.375 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 6.875 0.384 8/15/2017 Exide Technologies XIDE 8.625 1.000 2/1/2018 Exide Technologies XIDE 8.625 1.000 2/1/2018 FBOP Corp FBOPCP 10.000 1.843 1/15/2009 FairPoint Communications Inc/Old FRP 13.125 1.879 4/2/2018 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 GT Advanced Technologies Inc GTAT 3.000 30.500 10/1/2017 Gevo Inc GEVO 7.500 55.375 7/1/2022 Gymboree Corp/The GYMB 9.125 45.500 12/1/2018 Hercules Offshore Inc HERO 10.250 35.000 4/1/2019 Hercules Offshore Inc HERO 10.250 34.500 4/1/2019 James River Coal Co JRCC 3.125 0.250 3/15/2018 Las Vegas Monorail Co LASVMC 5.500 0.010 7/15/2019 Lehman Brothers Holdings Inc LEH 4.000 9.125 4/30/2009 Lehman Brothers Holdings Inc LEH 5.000 9.125 2/7/2009 MF Global Holdings Ltd MF 6.250 32.750 8/8/2016 MF Global Holdings Ltd MF 1.875 17.750 2/1/2016 MF Global Holdings Ltd MF 3.375 32.000 8/1/2018 MF Global Holdings Ltd MF 9.000 17.750 6/20/2038 MModal Inc MODL 10.750 10.125 8/15/2020 Magnetation LLC / Mag Finance Corp MAGNTN 11.000 35.000 5/15/2018 Magnetation LLC / Mag Finance Corp MAGNTN 11.000 35.000 5/15/2018 Magnetation LLC / Mag Finance Corp MAGNTN 11.000 34.750 5/15/2018 Molycorp Inc MCP 6.000 2.985 9/1/2017 Molycorp Inc MCP 3.250 3.000 6/15/2016 Molycorp Inc MCP 5.500 16.000 2/1/2018 NII Capital Corp NIHD 7.625 28.250 4/1/2021 NII Capital Corp NIHD 10.000 44.000 8/15/2016 OMX Timber Finance Investments II LLC OMX 5.540 19.000 1/29/2020 Powerwave Technologies Inc PWAV 3.875 0.125 10/1/2027 Powerwave Technologies Inc PWAV 3.875 0.125 10/1/2027 Quicksilver Resources Inc KWKA 9.125 14.500 8/15/2019 Quicksilver Resources Inc KWKA 11.000 15.000 7/1/2021 RAAM Global Energy Co RAMGEN 12.500 22.500 10/1/2015 RadioShack Corp RSH 6.750 5.063 5/15/2019 RadioShack Corp RSH 6.750 2.778 5/15/2019 RadioShack Corp RSH 6.750 2.778 5/15/2019 Sabine Oil & Gas Corp SOGC 7.250 25.500 6/15/2019 Sabine Oil & Gas Corp SOGC 9.750 19.000 2/15/2017 Sabine Oil & Gas Corp SOGC 7.500 26.375 9/15/2020 Sabine Oil & Gas Corp SOGC 7.500 24.125 9/15/2020 Sabine Oil & Gas Corp SOGC 7.500 24.125 9/15/2020 Samson Investment Co SAIVST 9.750 9.250 2/15/2020 Saratoga Resources Inc SARA 12.500 10.500 7/1/2016 TMST Inc THMR 8.000 12.650 5/15/2013 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 15.750 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 15.625 11/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 15.250 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 14.500 11/1/2016 US Shale Solutions Inc SHALES 12.500 49.500 9/1/2017 US Shale Solutions Inc SHALES 12.500 52.000 9/1/2017 Venoco Inc VQ 8.875 36.000 2/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 48.900 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 48.750 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 48.750 1/15/2019 Walter Energy Inc WLT 9.875 4.650 12/15/2020 Walter Energy Inc WLT 8.500 7.770 4/15/2021 Walter Energy Inc WLT 9.875 4.381 12/15/2020 Walter Energy Inc WLT 9.875 4.381 12/15/2020 ********* 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. 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