/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150715.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, July 15, 2015, Vol. 19, No. 196 Headlines ACCIPITER COMMUNICATIONS: Continued Cash Use Hearing on July 29 ALLEGHENY COUNTY: S&P Revises Outlook to Neg. & Affirms BB+ Rating AM PYROTECHNICS: Cleared to Leave Bankruptcy ANNA'S LINEN: Meeting of Creditors Set for Aug. 7 ARAMID ENTERTAINMENT: Seeks Oct. 23 Extension of Plan Filing Date ARIANA PROPERTIES: Case Summary & 3 Largest Unsecured Creditors ASARCO LLC: Dismissal of Contribution Suit v. Celanese Affirmed AUDATEX NORTH: Moody's Lowers CFR to 'B1' & Rates New Notes 'B1' B&G FOODS: Moody's Retains 'Ba3' CFR Over Spartan Foods Deal BANKERS' BANCORPORATION: Readies August Auction BANNING LEWIS: Denied Partial Summary in Suit vs. Colorado Springs BON-TON STORES: Brigade Capital Reports 14.7% Stake as of July 10 BUILDERS FIRSTSOURCE: Moody's Confirms 'B3' CFR, Outlook Stable BUILDERS FIRSTSOURCE: S&P Raises CCR to 'B+', Outlook Stable BURLINGTON COAT: Moody's Raises CFR to Ba3, Outlook Positive CACHE INC: Exclusive Plan Filing Date Extended to Oct. 2 COCO BEACH GOLF: Voluntary Chapter 11 Case Summary CORINTHIAN COLLEGES: Student Committee Reaches Debt Relief Deal CORPORATE OFFICE: Fitch Affirms 'BB' Preferred Stock Rating COUTURE HOTEL: Seeks Extension of Plan Filing Date to Aug. 5 COUTURE HOTEL: Seeks to Pay $18K to Counsel CURTIS JAMES JACKSON: 50 Cent Files for Bankruptcy DEMCO INC: Meeting of Creditors Adjourned to Sept. 21 DEWEY & LEBOEUF: Finance Director Testifies on CFO's Actions DORAL FINANCIAL: Gets More Time to Remove Suits DORAL FINANCIAL: Needs Until Oct. 7 to Decide on Leases DORAL FINANCIAL: Seeks Oct. 7 Extension of Plan Filing Date EAGLEVIEW TECHNOLOGY: Moody's Gives B3 CFR, Rates 1st Lien Loans B2 EAGLEVIEW TECHNOLOGY: S&P Assigns Prelim. 'B' CCR, Outlook Stable ERG INTERMEDIATE: AP Services' Rebecca Roof Approved as CRO ERG INTERMEDIATE: Court Sets Claims Bar Dates ERG INTERMEDIATE: Pachulski Stang Okayed as Panel's Lead Counsel ERG INTERMEDIATE: Searcy & Searcy OK'd as Committee's Local Counsel EXTERRAN CORP: S&P Assigns BB- Corp. Credit Rating, Outlook Stable EXTERRAN ENERGY: Moody's Rates $400MM Sr. Unsecured Notes 'B1' F&H ACQUISITION: Judge Extends Deadline to Remove Suits to Sept. 8 FANNIE MAE & FREDDIE MAC: Updated Conservatorship Litigation Chart FIVE S PLUS: US Trustee Unable to Form Creditors' Committee FRED FULLER: July 15 Filing of Disclosure Statement and Plan GARY P. ELIOPOULOS: Bankr. Court Dismisses PAH Co.'s Suit GENERAL MOTORS: Stock Falls, Risk and Vulnerability Rise GFI GROUP: Fitch Hikes Senior Unsecured Debt Rating From 'BB+' GFI GROUP: S&P Raises Issuer Credit & Debt Ratings From 'BB+' GIGAMEDIA LIMITED: Gets Grace Period for Nasdaq Listing Compliance GRAND CENTRAL FUNDING: Case Summary & Largest Unsecured Creditor GREEKTOWN HOLDINGS: Dist. Ct. Reverses Ruling Over Tribe Immunity HERCULES OFFSHORE: Begins Solicitation of Votes for Prepack Plan HERCULES OFFSHORE: Soliciting Votes for Prepackaged Reorg. Plan HEWETT'S ISLAND I-R: Moody's Affirms Ba3 Rating on Class E Notes HOTI ENTERPRISES: 2nd Circ. Affirms $256K Damages Award IMRIS INC: Meeting of Creditors Set for July 15 IPC INTERNATIONAL: Court Confirms Ch. 11 Plan of Liquidation J.F MOORE: Files Notice of Proposal Under Bankruptcy JTS LLC: Has Until July 13 to File Schedules and Statements JW RESOURCES: Has Until July 15 to File Schedules JW RESOURCES: Seeks to Obtain $2M DIP Loan from GB Finance KENAN ADVANTAGE: Moody's Assigns 'B1' CFR, Outlook Negative KENTUCKY LEAGUE: Moody's Lowers Rating on $3.1MM Debt to 'Ba1' KEYSTONE MINE: Ch. 7 Trustee Wins Authority to Sell Assets to BMC LARICINA ENERGY: Enters Into Settlement Term Sheet With CPPIB LARICINA ENERGY: To Close Pilot Oilsands Project to Save Cash LEARNING TREE: Shares to Be Delisted From NASDAQ Global Market LEHMAN BROTHERS: Aims to Return $1.89B More to Brokerage Creditors LEHMAN BROTHERS: Creditors Balk at Bid to Estimate European Claims LEHMAN BROTHERS: SIPC Praises Trustee's Interim Distribution Plan LEHMAN BROTHERS: Trustee Plans Add'l $1.9 Billion Distribution MARKWEST ENERGY: Moody's Puts 'Ba2' CFR on Review for Upgrade MARKWEST ENERGY: S&P Puts 'BB' CCR on CreditWatch Positive MATTRESS FIRM: Moody's Raises CFR to 'B1', Outlook Stable MIG LLC: Authorized to Access Cash Collateral of Secured Lenders MISSISSIPPI PHOSPHATES: Pleads Guilty to Fertilizer Spill MISSISSIPPI PHOSPHATES: Seeks Approval of Settlement Agreement MOLYCORP INC: Has Interim Approval of Equity Trading Protocol MOLYCORP INC: Has Interim OK to Pay $3M to Essential Suppliers MOLYCORP INC: Meeting of Creditors Set for Aug. 13 MOLYCORP INC: Prepetition Lender Seeks Addn'l Adequate Protection MOLYCORP INC: U.S. Trustee Forms Seven-Member Creditors Committee MONTREAL MAINE: Canadian Pacific's Settlement Challenge Rejected NET DATA: Given Until Oct. 21 to File Plan NEW LOUISIANA: Hearing on Palm Terrace Asset Sale Is on July 28 NEW YORK CITY OPERA: Board Withdraws Plan to Sell Name NEW YORK MILITARY: ALG Seeks to Pursue State Court Suit NEW YORK MILITARY: Lender Seeks to Pursue Foreclosure Suit NORTH AMERICAN TUNGSTEN: Court Approves Callidus Financing Deal ONE SOURCE: Can Pay Adequate Protection to RBS Citizens Bank ONE SOURCE: Seeks Approval of Insurance Premium Finance Agreement ONE SOURCE: To Make Monthly Payments to JPM for Vehicle Use OXANE MATERIALS: Amends List of 20 Largest Unsecured Creditors OXANE MATERIALS: Files Schedules of Assets and Liabilities OXANE MATERIALS: Has Final Authority to Use Cash Collateral PASTAZIOS PIZZA: Owner Files Chapter 11 Bankruptcy Petition PLZ AEROSCIENCE: S&P Assigns 'B' Proposed Secured Debt Rating PROSPECT SQUARE: Proposes to Sell Ohio Shopping Center for $12.2MM PROSPECT SQUARE: U.S. Trustee Seeks Dismissal of Ch. 11 Cases RADIOSHACK CORP: Asks Judge to Toss Gift-Card Suit REMY INTERNATIONAL: S&P Puts 'BB-' CCR on CreditWatch Positive RESIDENTIAL CAPITAL: Objection to Claim No. 4091 Sustained RIENZI & SONS: Alma Bank Balks at Bid to Extend Exclusive Periods RYAN LLC: S&P Assigns 'B' CCR & Rates $300MM Facility 'B' SALADWORKS LLC: SSG Advises Sale of Assets to Centre Lane SANTA CRUZ BERRY: US Trustee Appoints One More Committee Member SIMPLY FASHION: Has Court OK to Sell Alabama FF&E, Automobiles SIMPLY FASHION: Has Court OK to Sell Real Property Leases SITEL LLC: Moody's Puts 'Caa1' CFR on Review for Upgrade SLIGO PARKWAY: Case Summary & 6 Largest Unsecured Creditors SOLERA HOLDINGS: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR SPECTRUM ANALYTICAL: Aug. 10 Fixed as Proofs of Claims Bar Date SPECTRUM ANALYTICAL: Trustee Can Use Cash Collateral Until July 22 SRP PLAZA: Court Okayed Jeffrey S. Susa as Responsible Person SRP PLAZA: Court OKs Stipulation on Use of Cash Until July 31 STANDARD REGISTER: Deadline to Remove Suits Extended to Sept. 8 STANDARD REGISTER: Hearing on Suit Against Former Workers Is Today THOMAS R. WRIGHT: Bid to Extend Automatic Stay Denied THORNBURG MORTGAGE: Bid to Withdraw Bankr. Court Reference Denied TLC HEALTH: Meeting of Creditors Adjourned to Aug. 17 UNITED PROSPERITY: Case Summary & 20 Largest Unsecured Creditors UNIVERSAL COOPERATIVES: Seeks Approval of Plan Settlement with PBGC UNIVERSAL HEALTH: Bids for Withdrawal of Reference Denied UNIVERSITY GENERAL: Has Final Okay to Obtain Financing From MidCap XINERGY CORP: Jon Nix's Limited Objections to DIP Loan Denied XINERGY CORP: McGuireWoods Okayed as Lead Counsel to the Committee YELLOWSTONE MOUNTAIN: Jailed Founder Files New Release Request [*] Financial Software, Signature Bank Offer Trustee Services [*] Wilber Ross's IAC Names Robert Miller as CEO ********* ACCIPITER COMMUNICATIONS: Continued Cash Use Hearing on July 29 --------------------------------------------------------------- Judge George B. Nielsen of the United States Bankruptcy Court for the District of Arizona will convene a hearing on July 29, 2015, to consider Accipiter Communications, Inc.'s continued use of cash collateral and approval of the disclosure statement explaining its plan. Judge Nielsen approved a sixth stipulated order authorizing the Debtor to use cash collateral until the earlier to occur of (i) October 1, 2015, unless that date is extended in writing by the Debtor and the Prepetition Lender and (ii) an Event of Default. The Debtor is represented by: Jordan A. Kroop, Esq. Bradley A. Cosman, Esq. Kirstin Eidenbach, Esq. PERKINS COIE LLP 2901 N. Central Avenue, Suite 2000 Phoenix, AZ 85012 Tel: 602 351-8000 Fax: 602 648-7076 Email: jkroop@perkinscoie.com bcosman@perkinscoie.com The Official Committee of Unsecured Creditors is represented by: Alisa C. Lacey, Esq. Christopher C. Simpson, Esq. STINSON LEONARD STREET LLP 1850 N. Central Avenue, Suite 2100 Phoenix, AZ 85004 Tel: 602 279-1600 Email: alias.lacey@stinsonleonard.com Christopher.simpson@stinsonleonard.com The United States of America is represented by: Ruth A. Harvey, Esq. Lloyd H. Randolph, Esq. Jessica S. Wang, Esq. United States Department of Justice Commercial Litigation Branch P.O. Box 875 Ben Franklin Station Washington, DC 20044 Tel: (202) 307-0356 Fax: (202) 514-9163 Email: jessica.s.wang@usdoj.gov About Accipiter Communications Accipiter Communications, Inc., a Phoenix-based company that provides telecommunications services to unserved or underserved, mostly rurally-situated residences and businesses in central Arizona, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 14-04372) in its hometown on March 28, 2014. Accipiter provides telecommunications services to 1,409 residential subscribers and 231 business subscribers, including an elementary school, an enforcement agency, a fire station, two municipal water supply facilities, and a bank. The Debtor is able to provide telecommunications services to rural customers only by participating in two federal programs: revenue subsidies from the federal Universal Service Fund, which is administered under the authority of the Federal Communications Commission, and capital debt financing provided under a rural telecommunications loan program administered by the Rural Utilities Service, an agency of the U.S. Department of Agriculture. As of the Petition Date, the Debtor owed $20.8 million in aggregate principal to the RUS. The Debtor believes there is approximately $414,000 in prepetition general unsecured claims held by trade vendors or other parties against the Debtor. The Debtor is a privately held company, with 55.4% of the stock held by Lewis van Amerongen. In its schedules, the Debtor listed $31.3 million in assets and $21.6 million in liabilities. The bankruptcy case is assigned to Judge George B. Nielsen Jr. The Debtor has tapped Perkins Coie LLP as counsel. Ilene J. Lashinsky, U.S. Trustee for Region 14, appointed these three creditors to serve in the Official Committee of Unsecured Creditors. The Committee retained Stinson Leonard Street LLP as counsel. The Debtor filed its proposed Plan of Reorganization on Aug. 27, 2014. ALLEGHENY COUNTY: S&P Revises Outlook to Neg. & Affirms BB+ Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its outlook to negative from stable and affirmed its 'BB+' long-term rating on Allegheny County Industrial Development Authority, Pa.'s series 2013 charter school revenue bonds, issued on behalf of School Facilities Development Inc. (SFD) for Propel Schools – Braddock Hills. "The negative outlook reflects the risk associated with operating under a charter that expired on June 30, and the uncertainty regarding renewal," said Standard & Poor's credit analyst Stephanie Wang. "It is our understanding that while the school submitted paperwork for the renewal in July 2014, the local school district and authorizer, Woodland Hills, has not taken any action. While the charter remains in force until the authorizer gives a clear indication of revocation or nonrenewal according to Pennsylvania State Charter Law, we believe debt service on the bonds could face pressure should the charter be revoked or not renewed. We understand that the school may appeal to the State Charter Appeal Board if its charter is not renewed. The school would remain open during that time, although we believe the appeal process would be lengthy. The school went through the appeal process with the original charter application which was denied by Woodland Hills in 2009, but approved by the state appeal board in July 2010," S&P noted. The 'BB+' rating is based on S&P's view of Braddock Hills' group credit profile (GCP) and the obligated group's strategically important status. Accordingly, S&P rates the bonds one notch below the GCP ('bbb-') of parent Propel Charter Schools due to credit weaknesses, which include weak academic performance and a weak cash position. The bonds are secured by lease payments made by Propel Braddock Hills directly to a trustee. Standard & Poor's analysis reflects only the obligation of Propel Braddock Hills rather than the parent, Propel Charter Schools. AM PYROTECHNICS: Cleared to Leave Bankruptcy -------------------------------------------- Katy Stech, writing for Dow Jones' Daily Bankruptcy Review, reported that a Missouri bankruptcy judge cleared AM Pyrotechnics LLC, which makes and choreographs fireworks displays, to get out of bankruptcy protection with a plan to repay some of its debt over five years. According to the DBR, on July 9, Judge Arthur Federman of the U.S. Bankruptcy Court in Springfield, Ill., signed off on AM Pyrotechnics' reorganization plan, which said it plans to use future profit to make quarterly payments to unsecured creditors who will be repaid 35.5% of their claims. Buffalo, Missouri-based AM Pyrotechnics, LLC, aka National Fireworks Importing, LLC, fdba AM Pyrotechnics Displays, LLC, fdba AM Fireworks, LLC, sought protection under Chapter 11 of the Bankruptcy Code on July 21, 2014 (Bankr. W.D. Mo., Case No. 14-60959). The case is assigned to Judge Arthur B. Federman. The Debtor's counsel is Raymond I. Plaster, Esq., at Raymond I. Plaster, PC, in Springfield, Missouri. ANNA'S LINEN: Meeting of Creditors Set for Aug. 7 ------------------------------------------------- The meeting of creditors of Anna's Linens Inc. is set to be held on Aug. 7, 2015, at 10:00 a.m. (Pacific Time), according to a filing with the U.S. Bankruptcy Court for the Central District of California. The meeting will be held at the Ronald Reagan Federal Building and U.S. Courthouse, Room 1-154, 411 West Fourth Street, in Santa Ana, California. The court overseeing the bankruptcy case of a company schedules the meeting of creditors usually about 30 days after the bankruptcy petition is filed. The meeting is called the "341 meeting" after the section of the Bankruptcy Code that requires it. A representative of the company is required to appear at the meeting and answer questions under oath. The meeting is presided over by the U.S. trustee, the Justice Department's bankruptcy watchdog. About Anna's Linens Anna's Linens is a specialty retailer offering home textiles, furnishings and decor at attractive prices. Headquartered in Costa Mesa, California, operates a chain of 268 company owned retail stores throughout 19 states in the United States (including Puerto Rico and Washington, D.C.) generates over $300 million in annual revenue and employs a workforce of over 2,500 associates. Anna's Linens sought Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 15-13008) in Santa Ana, California, on June 14, 2015. The case is assigned to Judge Theodor Albert. The Debtor tapped Levene, Neale, Bender, Yoo & Brill LLP as counsel. The Debtor estimated assets of $50 million to $100 million and debt of $100 million to $500 million. The U.S. trustee overseeing the Chapter 11 case of Anna's Linens Inc. appointed seven creditors to serve on the official committee of unsecured creditors. ARAMID ENTERTAINMENT: Seeks Oct. 23 Extension of Plan Filing Date ----------------------------------------------------------------- Aramid Entertainment Fund Limited and its affiliated debtors ask the U.S. Bankruptcy Court for the Southern District of New York to extend the period by which they have exclusive right to file a plan of reorganization up to October 23, 2015, and the period by which they have exclusive right to solicit acceptances of that plan up to January 4, 2016. James C. McCarroll, Esq., at Reed Smith LLP, in New York, tells the Court that the Debtors seek an extension of the Exclusive Periods to allow them to work towards proposing a consensual, confirmable plan and proceeding towards confirmation as quickly and efficiently as possible. The Debtors are represented by: James C. McCarroll, Esq. Jordan W. Siev, Esq. Kurt F. Gwynne, Esq. REED SMITH LLP 599 Lexington Avenue New York, NY 10022-7650 Telephone: (212)521-5400 Facsimile: (212)521-5450 Email: jmccarroll@reedsmith.com jsiev@reedsmith.com About Aramid Entertainment Aramid Entertainment Fund Limited has been engaged in the business  of providing short and medium term liquidity to producers and  distributors of film, television and other media and entertainment  content by way of loans and equity investments.   On May 7, 2014, Geoffrey Varga and Jess Shakespeare of Kinetic  Partners (Cayman) Limited were appointed under Cayman law as the joint voluntary liquidators ("JVLs") of AEF and two affiliates.   On June 13, 2014, the JVLs authorized AEF and two affiliates to file for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-11802) in Manhattan on June 13, 2014.   The Debtors have tapped James C. McCarroll, Esq., Jordan W. Siev, Esq., Richard A. Robinson, Esq., and Michael J. Venditto, Esq. of  Reed Smith, LLP, in New York, as counsel and Kinetic Partners (Cayman) Limited as crisis managers.   AEF estimated at least $100 million in assets and between  $10 million to $50 million in liabilities.   ARIANA PROPERTIES: Case Summary & 3 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Ariana Properties, LLC 8245 Bayberry Road Jacksonville, FL 32225 Case No.: 15-03146 Chapter 11 Petition Date: July 13, 2015 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Jason A Burgess, Esq. THE LAW OFFICES OF JASON A. BURGESS, LLC 118 West Adams Street, Ste. 900 Jacksonville, FL 32202 Tel: 904-354-5065 Email: jason@jasonaburgess.com Total Assets: $70 Total Liabilities: $1.2 million The petition was signed by Abdul Kani, RMD, member manager. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb15-03146.pdf ASARCO LLC: Dismissal of Contribution Suit v. Celanese Affirmed --------------------------------------------------------------- The United States Court of Appeals, Ninth Circuit, tossed an appeal by ASARCO, LLC and affirmed the district court's grant of summary judgment in favor of CNA Holdings, LLC in ASARCO's suit for contribution under Sec. 113(f)(3)(B) of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Sec. 9613(f)(3)(B). The district court ruled that ASARCO's contribution action was time-barred and dismissed the complaint. A copy of the Ninth Circuit's July 10 Opinion is available at http://is.gd/gqVDbsfrom Leagle.com. ASARCO is the corporate successor to a company that owned and operated a silver and lead smelter on a 66-acre industrial site on San Pablo Bay in Contra Costa, California. The smelter operated until 1970, depositing smelting byproducts on its property and the tideland ASARCO leased from the California State Lands Commission abutting the property. The smelter was closed after it was named as the likely source of lead pollution that caused livestock deaths nearby. After the smelter closed, ASARCO leased a 1.33 acre parcel of the Selby Site containing a sulfur dioxide plant that ASARCO had previously operated to Virginia Chemicals, a corporate predecessor to CNA. CNA leased and operated the Plant from 1972 until September 1977. As a result of the Plant operations that occurred before and during CNA's leasehold, the soil in the Selby Site area was contaminated with sulfuric acid, as discovered by the San Francisco Bay Regional Water Quality Control Board in April 1976. The Control Board issued a cleanup and abatement order in August 1976, amended the order in November 1976, and conditionally rescinded the order in April 1977. After the Plant shut down, and long after smelting had ceased, Wickland Oil Company purchased ASARCO's Selby Site property in October 1977, and leased the tidelands from State Lands in July 1981 to build and operate a marine fuel terminal. Wickland learned from the California State Department of Health Services that the Selby Site contained hazardous substances, and that further investigation and remediation efforts were required across much of the site. California DHS had identified the presence of toxic metals in the slag pile, with high concentrations of lead, zinc, arsenic, and cadmium. The Selby Site was placed on the California State Superfund list. Wickland incurred environmental response costs and looked for other responsible parties to share those costs. In 1983, Wickland filed a cost-recovery lawsuit under CERCLA Sec. 107 against ASARCO, as the former owner of part of the Selby Site and operator of the entire Selby Site, and State Lands, as the former owner of the remainder of the Selby Site that permitted and encouraged the disposal by ASARCO of hazardous substances on the Selby Site. In its lawsuit, Wickland sought to establish ASARCO's liability for response costs at the Selby Site to address metals leaching from the slag and causing groundwater contamination. Wickland sought reimbursement of no less than $400,000 in past response costs and a declaration that ASARCO and State Lands were liable for all future response costs at the Selby Site. After the district court rendered summary judgment in favor of ASARCO and State Lands in the 1983 case on the grounds that (1) the cost recovery claim was not ripe and (2) the claims for declarative and therefore injunctive relief were not ripe, the Ninth Circuit reversed the district court's judgment and remanded the case so that Wickland could pursue its claims. The case is, Wickland Oil Terminals v. Asarco, Inc., 792 F.2d 887, 892-93 (9th Cir. 1986). In February 1989, Wickland, ASARCO, and State Lands entered into an "Agreement for Entry of Consent Judgment" to "settle and compromise the [district court lawsuit], and to establish a procedure for allocating past and future costs attributable to the events and conditions underlying the [district court lawsuit]." State Lands entered into the agreement as the former owner of part of the Selby Site, not as a "Government Agency." Although the Settling Parties knew that Virginia Chemicals had been named in the 1976 RWQCB Order and repeatedly referred to in the Wickland lawsuit, Virginia Chemicals had never been brought into the lawsuit as a party, and was not a party to the Wickland Agreement. The district court entered a consent judgment based on the Wickland Agreement on March 13, 1989, and retained jurisdiction over the parties in order to enforce or amend the terms of the Agreement. In August 2005, 16 years after the Wickland Agreement settled the Selby Site litigation, ASARCO filed a Chapter 11 voluntary petition in the United States Bankruptcy Court for the Southern District of Texas. State Lands, C.S. Land, Inc. -- Wickland's successor in interest -- and California Department of Toxic Substances Control -- California DHS's successor as the administrating regulatory agency -- asserted claims for ASARCO's share of past and future Selby Site environmental costs in July 2006 (and amended the claims in 2007). DTSC's proof of claim indicated that remediation of the conditions addressed by ASARCO's interim remedial measures was not complete and sought to recover costs to implement a final remedy at the Selby Site. In January 2008, ASARCO moved in the bankruptcy court for approval of a settlement of the response cost claims asserted by State Lands, CSLI and DTSC. Notably, ASARCO's parent company filed an objection to the settlement, contending that the settlement included costs to remediate contaminated groundwater that ASARCO had nothing to do with. ASARCO's parent withdrew the objection after negotiating a stipulation and clarification with the parties regarding $33 million ASARCO was to pay DTSC under the 2008 Bankruptcy Settlement. The bankruptcy court approved the 2008 Bankruptcy Settlement on March 31, 2008. On March 23, 2011, ASARCO filed a new lawsuit against CNA to seek contribution under CERCLA Sec. 113(f). CNA moved for summary judgment on the ground that ASARCO's suit was barred by the statute of limitations under CERCLA Sec. 113(g)(3)(B). On June 6, 2012, the district court entered summary judgment in favor of CNA. The district court decided that the statute of limitations for contribution claims following a "judicially approved settlement" under CERCLA Sec. 113(g)(3)(B) applied to any judicially approved settlement, whether between private parties or between a private party and the United States or a State. The district court determined that the statute of limitations applied to the Wickland Agreement and that ASARCO's time to file a contribution claim pursuant to the Wickland Agreement had expired. The district court also determined that 2008 Bankruptcy Settlement did not present any new costs not contemplated in the Wickland Agreement, and therefore a new contribution claim had not accrued as a result of the 2008 Bankruptcy Settlement. The appeal followed. The case is, ASARCO, LLC, Plaintiff-Appellant, v. CELANESE CHEMICAL COMPANY, Defendant-Appellee, NO. 12-16832 (9th Cir.). The case is before William A. Fletcher and Paul J. Watford, Circuit Judges, and Kevin Thomas Duffy, District Judge. Linda R. Larson (argued), Russell C. Prugh, and Meline G. MacCurdy, Marten Law PLLC, Seattle, Washington; Gregory Evans and James G. Warren, Integer Law Corporation, Los Angeles, California, for Plaintiff-Appellant. John D. Edgcomb (argued) and Michael A.G. Einhorn, Edgcomb Law Group, P.C., San Francisco, California, for Defendant-Appellee. About Asarco LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case No. 05-21207) on Aug. 9, 2005. Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On Dec. 9, 2009, Asarco Incorporated and Americas Mining Corporation's Seventh Amended Plan of Reorganization for the Debtors became effective and the ASARCO Asbestos Personal Injury Settlement Trust was created and funded with nearly $1 billion in assets, including more than $650 million in cash plus a $280 million secured note from Reorganized ASARCO. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated ASARCO LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. AUDATEX NORTH: Moody's Lowers CFR to 'B1' & Rates New Notes 'B1' ---------------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating of Audatex Holdings, LLC, and the existing senior unsecured notes rating of Audatex North America, Inc. to B1, from Ba3, upon the announcement that Audatex will be issuing $850 million of senior unsecured notes, to which Moody's also assigned a B1 rating. Proceeds from the new notes will be used to pay down a $200 million bridge facility that was used for the acquisition of DMEautomotive and to purchase, for $594 million, the 50% share of Service Repair Solutions that Audatex does not already own, as well as for fees and expenses. Moody's also downgraded Audatex's probability of default, to Ba3-PD, from Ba2-PD, and affirmed the company's SGL-1 liquidity rating. The outlook remains stable. RATINGS RATIONALE The ongoing, cumulative impacts of debt assumed for acquisitions and for the buyout of its joint venture partner's 50% share of SRS, plus ramped up share buybacks and dividends, have pushed Moody's expectations for Audatex's intermediate-term leverage to approximately 7.0 times, a level high even for a B1-rated credit. Audatex has demonstrated an aggressive financial policy marked by persistently high (above 6.0x) debt-to-EBITDA leverage (including Moody's adjustments), and declining free cash flow even as the company's scale grows. The acquisition of DMEa, which closed last month, is consistent with the company's strategy of moving beyond its core expertise in automotive property and casualty claims processing while staying within an overarching data, software, and connectivity business model. Meanwhile, the purchase from a private equity owner of the portion of SRS that Solera doesn't already own may serve to simplify the management structure and bring synergies into sharper focus. But together the transactions also cause Solera's pro-forma debt/EBITDA leverage to surge well beyond levels consistent with a Ba-rated entity, such that Moody's does not expect the measure to settle back to about 7.0x until the end of fiscal 2016, one year from now. In order to realize its stated Mission 2020 goal of $2 billion in revenue and $840 million in adjusted EBITDA by June 30, 2020, the company has been actively pursuing debt-funded acquisitions, often at very high purchase multiples. While it has thus far realized noteworthy success in integrating acquisitions and retaining its strong, high-30%s EBITDA margins, its absolute level of FCF has fallen steadily over the past several years, even as its top line and profits have grown. An escalating level of cash outflows for dividends and stock repurchases underscores the company's comfort with shareholder-favorable policies to the detriment of its credit rating. Financial policies notwithstanding, Solera enjoys a market-leading competitive position marked by geographic and customer diversity, and excellent revenue visibility and recurrence, which are supported by favorable demographic and technological trends. Moody's stable outlook anticipates continued, steady organic revenue growth at the mid-single-digit level with roll-out of added services to existing customers and growing claims volumes in developing markets; consistent, high adjusted EBITDA margins approaching 40%; steady interest coverage of above 2.0 times and free-cash-flow-to-debt in the low- to mid-single-digit percentages; and a suspension, over the next two years, of large acquisitions. A demonstrated commitment by Solera to delever steadily, with debt to EBITDA falling below 5.5 times on a sustained basis, while continuing to grow in line with its long-term plan, would be important considerations for any possible upgrade. Ratings could be downgraded if the company undertakes acquisitions that, after integration, fail to realize targeted margins, if Moody's expects debt-to-EBITDA to be sustained above 7.0 times, or if Moody's expects that annual free cash flow will approach breakeven. Downgrades: Issuer: Audatex Holdings, LLC Corporate Family Rating (Local Currency), downgraded to B1 from Ba3 Probability of Default Rating, downgraded to Ba3-PD from Ba2-PD Issuer:Audatex North America, Inc. Senior unsecured notes due 2021, 2023, downgraded to B1 from Ba3 Assignment: Issuer: Audatex North America, Inc. Senior unsecured notes due 2025, assigned B1 Outlook Actions: Issuer: Audatex Holdings, LLC and Audatex North America, Inc. Outlook, remains stable Affirmations: Issuer: Audatex Holdings, LLC Speculative Grade Liquidity Rating, affirmed SGL-1 Audatex Holdings, LLC is a wholly-owned subsidiary of Solera Holdings, Inc. ("Solera", ticker: SLH) and a leading provider of risk and asset management software and services to the automotive and property marketplace, including the global property and casualty industry. Customers for automobile insurance-claims-processing solutions include automobile insurance companies, collision repair facilities, appraisers, and dealers. Moody's expects revenues, with the benefit of significant recent acquisitions, of approximately $1.3 billion for the 2016 fiscal year (ending in June 2016). The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. B&G FOODS: Moody's Retains 'Ba3' CFR Over Spartan Foods Deal ------------------------------------------------------------ Moody's says that B&G Foods, Inc.'s acquisition of Spartan Foods of America, Inc. (dba Mama Mary's) for approximately $50 million in a fully cash-financed transaction is a moderate credit positive, but it does not change the company's Ba3 Corporate Family Rating or stable rating outlook. B&G Foods ("B&G", NYSE: BGS) based in Parsippany, New Jersey, is a publicly traded manufacturer and distributor of a diverse portfolio of largely branded, shelf-stable food products, many of which have leading regional or national market shares in niche categories. The company also has a small presence in household products. B&G's brands include Cream of Wheat, Ortega, Maple Grove Farms of Vermont, Polaner, B&M, Las Palmas, Mrs. Dash, Pirate Brands and Bloch & Guggenheimer among others. B&G sells to a diversified customer base including grocery stores, mass merchants, wholesalers, clubs, dollar stores, drug stores, the military and other food service providers. Pro-forma for the acquisition of Mama Mary's, sales for the twelve months ended April 4, 2015 were approximately $902 million, the majority of which were derived in the US and the remainder in Canada. BANKERS' BANCORPORATION: Readies August Auction ----------------------------------------------- Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review, reported that a bankruptcy judge ruled that a Florida bankers' bank, which provides credit, investment and payment services to the state's community banks, may be auctioned next month. According to the report, Judge Cynthia C. Jackson of the U.S. Bankruptcy Court in Orlando on July 14 signed off on an Aug. 17 auction of Bankers' Bancorporation of Florida Inc.'s equity in its bank subsidiary, Independent Bankers' Bank of Florida. Lake Mary, Florida-based Bankers' Bancorporation of Florida Inc., sought protection under Chapter 11 of the Bankruptcy Code on June 29, 2015 (Bankr. M.D. Fla., Case No. 15-05642). The Debtor's counsel is Ryan E Davis, Esq., at Winderweedle Haines Ward & Woodman PA, in Orlando, Florida. BANNING LEWIS: Denied Partial Summary in Suit vs. Colorado Springs ------------------------------------------------------------------ Judge Howard R. Tallman of the United States Bankruptcy Court for the District of Colorado denied The Banning Lewis Ranch Company, et al.'s motion for partial summary judgment in the adversary proceeding captioned THE BANNING LEWIS RANCH COMPANY LLC, BLH NO. 1, LLC, BLH NO. 2, LLC, and BANNING LEWIS HOLDINGS, LLC, Plaintiffs, v. CITY OF COLORADO SPRINGS, COLORADO, and COLORADO SPRINGS UTILITIES, Defendants, Adversary Proceeding No. 11-01634 HRT, (D. Co.). On the Petition Date, the Debtors' assets consisted principally of real property, including 17,760 acres of mostly vacant land in El Paso County, Colorado. In 1988, BLRC's predecessor-in-interest, Aries Properties, along with others owning property in Banning Lewis Ranch, entered into an Annexation Agreement with the City of Colorado Springs, Colorado. BLRC did not proceed with development, and the Property remained vacant while residential development occurred in other areas of Banning Lewis Ranch. Judge Tallman found that, a matter of law, the Property may not be sold free and clear of the Annexation Agreement and other Agreements. Judge Tallman said that as for Section 363(f)(1) of the Bankruptcy Code, the Court cannot find that applicable bankruptcy law would permit the sale of the Property free and clear of the Annexation Agreement and other Agreements, as the Plaintiffs have not presented evidence supporting a judgment in their favor on their claims under the doctrines of unreasonable restraints on alienation or changed circumstances. The bankruptcy case is In re: THE BANNING LEWIS RANCH COMPANY, LLC, et al., Chapter 11, Debtors, Case No. 10-13445 (Bankr. D. Del.). A full-text copy of the Judge Tallman's Order dated June 22, 2015, is available at http://is.gd/iAe20sfrom Leagle.com. About Banning Lewis The Banning Lewis Ranch Co. was the owner of the undeveloped portion of a 21,000-acre ranch in Colorado Springs, Colo. The Banning Lewis Ranch was a master-planned community in Colorado Springs, Colorado. The first section built, the 350-acre Northtree Village, opened in September 2007 and was to have 1,000 homes priced from the high $100,000s to the mid-$300,000s. The Banning Lewis Ranch filed for Chapter 11 bankruptcy protection from creditors (Bankr. D. Del. Case No. 10-13445) on Oct. 28, 2010. It estimated assets of $50 million to $100 million and debts of $100 million to $500 million in its Chapter 11 petition. An affiliate, The Banning Lewis Ranch Development I & II, LLC, also filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446). Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel to the Debtors. Edward A. Phillips of Eisner Amper LLP has been retained as the Company's chief restructuring officer. BON-TON STORES: Brigade Capital Reports 14.7% Stake as of July 10 ----------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Brigade Capital Management, LP and its affiliates disclosed that as of July 10, 2015, they beneficially own 2,785,000 shares of common stock of The Bon-Ton Stores, Inc., which represents 14.7 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/nbii6y 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 of May 2, 2015, the Company had $1.6 billion in total assets, $1.5 billion in total liabilities and $54.4 million in total shareholders' equity. * * * 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. BUILDERS FIRSTSOURCE: Moody's Confirms 'B3' CFR, Outlook Stable --------------------------------------------------------------- Moody's Investors Service confirmed Builders FirstSource, Inc.'s B3 Corporate Family Rating and B3-PD Probability of Default Rating following the company's previous announcement that it is acquiring ProBuild Holdings, LLC for approximately $1.63 billion. In related rating actions, Moody's upgraded the company's existing senior secured notes due 2021 to B3 from Caa1 and assigned a B3 rating to BLDR's proposed $550 million senior secured term loan due 2022, since these credit facilities are pari passu to each other in a recovery scenario. Moody's also assigned a Caa2 to the proposed $750 million senior unsecured notes due 2023. The SGL-3 Speculative Grade Liquidity rating is affirmed as well. The rating outlook is stable. This completes the review Moody's initiated on April 16, 2015. BLDR is acquiring ProBuild for approximately $1.63 billion, creating one of the largest rated building products distributor based on revenues. Cash for the transaction will come from a $295 million drawdown under BLDR's new $800 million asset-based revolving credit facility due 2020(unrated) and $1.3 billion from the proposed secured term loan and unsecured notes. Also, about $100 million in new common equity will be raised to fund the acquisition. BLDR will assume approximately $300 million of ProBuild's capital lease obligations. These ratings are affected by this action: -- Corporate Family Rating confirmed at B3; -- Probability of Default Rating confirmed at B3-PD; -- Senior Secured Notes due 2021 upgraded to B3 (LGD4) from Caa1 (LGD4); -- Senior Secured Term Loan due 2022 assigned B3 (LGD4); -- Senior Unsecured Notes due 2023 assigned Caa2 (LGD5); -- Speculative Grade Liquidity Rating affirmed at SGL-3. RATINGS RATIONALE BLDR's B3 Corporate Family Rating remains appropriate at this time, since we expect improvement in the combined entities operating margins over the next 12 to 18 months, returning debt credit metrics from a pro forma basis at closing to levels more appropriate for the current ratings. Moody's estimates adjusted EBITDA margins could improve modestly and approach 6.0% by year-end 2016, due to higher volumes, some price increases, cost synergies, and savings that should finally materialize from ProBuild's previous realignment actions. Moody's forecasts absolute levels of adjusted EBITDA could near $420 million by year-end 2016 on projected revenues of $7.0 billion. The resulting leverage will be nearing 5.5x by FYE16 from nearly 9.0x on a pro forma basis at closing. Interest coverage, measured as (EBITDA-CAPEX)-to-interest expense should approach 2.0x over the same time period from 1.0x on a pro forma basis as well (all ratios incorporate Moody's standard adjustments). The combination of BLDR and ProBuild creates a national distributor with more product offerings, which should give BLDR more exposure to repair and remodeling activity and reduce reliance on new residential construction. New housing construction and repair and remodeling activity, the main drivers of the combined entities, are experiencing solid growth trends, which Moody's expects to continue over the next 12 to 18 months. Expected revolver availability gives BLDR much needed financial flexibility to contend with its leveraged debt capital structure and high fixed charge payments. However, risks remain following the completion of the acquisition. The integration of the combined entities could stumble, delaying the realization of anticipated cost synergies. BLDR indicated that it has the capacity to achieve $110 million in cost savings over the next three years, partially offset by one-time costs of $95 - $100 million; approximately two thirds of which are to be incurred in the first twelve months after close, with the remainder expected in the second year after close. Also, the predominately debt-financed acquisition of ProBuild will result in balance sheet debt ballooning by about $1.9 billion to approximately $2.3 billion, making it difficult for BLDR to generate meaningful levels of cash flow from which optional debt reduction could occur. Fixed charge payments including interest and capital lease interest payments, and term loan amortization will approach $160 million per year. The stable rating outlook reflects Moody's view that BLDR will integrate ProBuild with minimal disruption and realize expected cost synergies. Improving operating performance and reducing debt from free cash flow, should result in adjusted debt-to-EBITDA leverage approaching 5.5x by year-end 2016. The upgrade of the senior secured notes due 2021 to B3 from Caa1 and the B3 assigned to the senior secured term loan due 2022 are the same rating as the Corporate Family Rating, representing the preponderance of debt in the capital structure, and both are pari passu to each other in a recovery scenario. Both credit facilities are secured by a first lien on all assets and property of BLDR, excluding any assets securing borrowings under the revolver, and a second lien on the assets pledged to the revolver. The notes and term loan are guaranteed by substantially all of BLDR's direct and indirect domestic subsidiaries. The notes and term loan benefit from $750 million of junior unsecured capital, which would absorb the first losses in a recovery scenario. The Caa2 assigned to the unsecured notes due 2023 is two notches below the Corporate Family Rating and results from their position as the most junior debt BLDR's debt capital structure. These notes, which are guaranteed by substantially all of BLDR's direct and indirect domestic subsidiaries, are effectively subordinated to almost $2.0 billion (inclusive of about $300 million in capital leases) of more senior debt, putting them in a first-loss position in a recovery scenario. An upgrade is unlikely over the next 12 to 18 months until the combined have merged and begin to generate cost savings, improving its operations and validating Moody's forecasts. The ratings could be negatively impacted if BLDR's operating performance fails to meet Moody's expectations, cost synergies do not materialize, or end markets contract such that: -- Adjusted debt-to-EBITDA shows no signs of improvement and remains above 7.0x (9.0x pro forma) -- Excessive usage of the revolver credit facility, the key source of liquidity Builders FirstSource, Inc. ("BLDR"), headquartered in Dallas, TX, manufactures and supplies structural and related building products for the domestic residential new construction and repair and remodeling activity. Its products include prefabricated components, windows and exterior doors, lumber and lumber sheet goods, millwork products, and other building products and services. JLL Partners and Warburg Pincus, through their respective affiliates, own in aggregate approximately 50% of BLDR. Annualized revenues on a pro forma basis inclusive of ProBuild Holdings, LLC total approximately $6.1 billion. BUILDERS FIRSTSOURCE: S&P Raises CCR to 'B+', Outlook Stable ------------------------------------------------------------ Standard & Poor's Ratings Services said it raised its corporate credit rating on Builders FirstSource Inc. to 'B+' from 'B'. The outlook is stable. S&P also raised its issue-level rating on Builders' $350 million senior secured notes due 2021 to 'BB-' (one notch above the corporate credit rating) from 'B' and revised its recovery rating on the notes to '2' from '4'. The '2' recovery rating indicates S&P's expectation of substantial (70% to 90%; lower half of the range) recovery for bondholders in the event of a payment default. At the same time, S&P assigned its 'BB-' issue-level rating to the company's proposed $550 million term loan due 2022. The recovery rating on the loan is '2', indicating S&P's expectation of substantial (70% to 90%; lower half of the range) recovery. Finally, S&P assigned its 'B-' issue-level rating (two notches below the corporate credit rating) to Builder's proposed $750 million senior unsecured notes due 2023. The recovery rating on the notes is '6', indicating S&P's expectation of negligible (0% to 10%) recovery for bondholders in the event of a payment default. "The stable outlook reflects our view that Builders FirstSource will continue to increase sales and EBITDA as U.S. residential construction continues to recover from an historic downturn and the company realizes significant synergies from the merger. As a result, we expect some improvement in the company's leverage measures over the next 12 to 24 months while it maintains adequate liquidity," said Standard & Poor's credit analyst Pablo Garces. "However, the company will remain highly leveraged, with debt to EBITDA well above 5x. Our view of the company's financial risk as highly leveraged also incorporates the risk of future volatility in EBITDA and leverage measures given its correlation to cyclical home construction as well as the risk of subsequent leveraging in accordance with our criteria for companies owned by financial sponsors." S&P could lower its rating on Builders FirstSource if management adopted more aggressive financial policies such as leveraged share repurchases or debt-financed acquisitions that resulted in leverage in excess of 8x or if liquidity became constrained due to reduced availability under the company's asset-based lending facility. S&P believes an upgrade is unlikely. However, S&P could raise the rating if leverage dropped and it expected it to stay below 4x EBITDA or if the company's financial sponsors sold its ownership stake down below 40%. In this scenario, S&P would view the company's financial risk as "significant." Alternatively, S&P would raise its rating if the company demonstrated less earnings volatility and greater end market diversity such that S&P viewed business risk as "fair." S&P do not ascribe a high probability to either upside scenario over the next 12 months. BURLINGTON COAT: Moody's Raises CFR to Ba3, Outlook Positive ------------------------------------------------------------ Moody's Investors Service upgraded Burlington Coat Factory Warehouse Corp's Corporate Family Rating to Ba3 and Probability of Default Rating to Ba3-PD. In conjunction with the rating action, the $1.1 billion outstanding term loan was raised a notch to Ba3. Moody's also affirmed the SGL-2 Speculative Grade Liquidity Rating. The rating outlook is positive. This rating action concludes the review for upgrade initiated on June 16, 2015. "The upgrade reflects the reduction in adjusted debt due to changes in Moody's approach for capitalizing operating leases" said Moody's Vice President Scott Tuhy. The updated approach for standard adjustments for operating leases is explained in the cross-sector rating methodology Financial Statement Adjustments in the Analysis of Non-Financial Corporations, published on June 15, 2015. Tuhy added "The positive outlook incorporates our expectation that Burlington will further improve credit metrics as it drives recent merchandising initiatives to increase earnings. The rating action also incorporates the company's participation in the resilient off-price retail segment, which Moody's anticipates will continue to experience faster growth than the broader retail sector." These ratings were upgraded: Corporate Family Rating to Ba3 from B1 Probability of Default Rating to Ba3-PD from B1-PD $1.11 billion senior secured term loan due 2021 to Ba3, LGD3 from B1, LGD3 Outlook revised to positive from stable These ratings were affirmed: Speculative Grade Liquidity Rating: SGL-2 RATINGS RATIONALE BCFW's Ba3 Corporate Family Rating reflects its moderate financial leverage with debt/EBITDA (including Moody's standard adjustments for operating leases) at 4.2x and EBITA/interest expense at 2.4x as of May 2, 2015. Moody's expects leverage to improve to the mid 3x range and coverage to improve to the low 3x range through earnings improvement and some debt repayment over the next 12-18 months. The rating also reflects our expectations that the company's lower capex spend going forward will free up capacity to repurchase shares as well as continue to repay some debt using free cash flow. The ratings reflect the company's participation in the off-price retail segment which we consider a resilient segment of retailing and is expected to grow faster than overall retail sales. Moody's believes recent actions, such as improved merchandising initiatives, are driving sustainable improvement in operating margins evidenced in recent performance. The ratings reflect the company's weak competitive position, as it is still significantly smaller than its largest peers -- TJX and Ross Stores -- and with significantly lower operating margins. The positive outlook reflects Moody's expectations that the company will continue to drive moderate margin expansion on mid-single digit revenue increases as Burlington benefits from positive trends for off price apparel retailing. The outlook incorporates our expectations that notwithstanding its recently announced $200 million share repurchase program, the company will see further improvement in metrics going forward. Moody's expects leverage to improve to the mid 3x range and coverage to improve to the low 3x range over the rating horizon as the company improves earnings and continues to make modest debt repayments. Ratings could be upgraded if the company maintains balanced financial policies and continues to improve operating performance such that debt/EBITDA approaches 3.5 times and EBITA/interest expense was above 3 times. In view of the positive outlook, ratings are unlikely to be downgraded. The rating outlook could be stabilized if recent positive trends in performance were to reverse or financial policies became more aggressive, such as meaningful additional debt financed share repurchases. The rating outlook could be stabilized if debt/EBITDA remained near 4.0 times. Ratings could be lowered if debt/EBITDA was sustained above 4.5 times and EBITA/interest coverage were to approach 2 times or the company's good liquidity profile were to erode. Headquartered in Burlington, NJ, Burlington Stores operates a national chain of off price retail stores, operating 546 stores as of May 2, 2015 primarily under the Burlington Stores name. Bain Capital took Burlington private through an LBO in April 2006 and has fully exited its stake on April 1, 2015 following the October 2013 IPO and subsequent secondary offerings. LTM revenues exceed $4.9 billion. CACHE INC: Exclusive Plan Filing Date Extended to Oct. 2 -------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware extended the period by which Cache Inc. has exclusive right to file a plan of reorganization through and including Oct. 2, 2015, and the period by which the Debtor has exclusive right to solicit acceptances of that plan through and including Dec. 1, 2015. According to Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, the Debtors and Great American Group WF, LLC, as agent, completed their going-out-of-business sales under the Agency Agreement. In addition, the Debtors negotiated and implemented the settlement memorialized in the Final DIP Order that will provide up to $950,000 for the payment of allowed 503(b)(9) claims and stub rent claims. The Debtors, Ms. Jones told the Court, are in the process of winding down the remaining issues in these cases that need to be addressed. In light of the posture of these chapter 11 cases, the Debtors believe it is in the best interests for them to remain in control of the administration and conclusion of these tasks under the chapter 11 process, including preserving the possibility and opportunity to propose and confirm a chapter 11 plan to the extent that is the optimal outcome for creditors and other parties-in-interest. About Cache, Inc Cache, Inc., operates 236 women's apparel specialty stores under the trade name "Cache." On Dec. 4, 2014, New York-based Cache announced that it has received an inquiry from a third party regarding a potential sale of the Company. Cache, Inc., and its two affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.15-10172) on Feb. 4, 2015. The case is assigned to Judge Mary F. Walrath. The Debtors are represented by Laura Davis Jones, Esq., Peter J. Keane, Esq., and Colin R. Robinson, Esq., at Pachulski Stang Ziehl& Jones LLP, in Wilmington, Delaware. The Debtors' restructuring advisors is FTI Consulting Inc., while their investment banker and financial advisor is Janney Montgomery Scott LLC. Thompson Hine represents the Debtors in corporate and securities matter, while Jackson Lewis P.C. represents the Debtors in employment matters. The Debtors' communications services provider is Epiq Systems, Inc., while their noticing and claims management services provider is Kurtzman Carson Consultants. A&G Realty Partners, LLC, serves as the Debtors' real estate consultants. The Debtors had total assets of $53.7 million and total liabilities of $51.1 million as of Sept. 27, 2014. In its schedules, the Debtor disclosed $38,793,006 in assets and $84,113,066 in liabilities. The U.S. Trustee for Region 3 has appointed seven members to the Official Committee of Unsecured Creditors in the Debtors' case. The Committee retained Bayard, P.A., as local Delaware counsel, and Otterbourg P.C. as lead bankruptcy counsel. COCO BEACH GOLF: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Coco Beach Golf & Country Club, S.E. PO Box 21420 San Juan, PR 00928-1420 Case No.: 15-05312 Nature of Business: Golf Course and Club Chapter 11 Petition Date: July 13, 2015 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Charles Alfred Cuprill, Esq. CHARLES A CUPRILL, PSC LAW OFFICE 356 Calle Fortaleza Second Floor San Juan, PR 00901 Tel: 787 977-0515 Email: cacuprill@cuprill.com Total Assets: $9.2 million Total Liabilities: $78 million The petition was signed by Jorge Luis Diaz Irizarry, authorized individual. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. CORINTHIAN COLLEGES: Student Committee Reaches Debt Relief Deal --------------------------------------------------------------- The special Student Committee representing the interests of former students of Corinthian Colleges, Inc., one of the nation's largest for-profit college systems before its closure earlier this year, on July 13 disclosed that it has reached an agreement with the U.S. Department of Education to work cooperatively on a strategy that will provide meaningful relief and assistance for all former Corinthian students impacted by the school's Chapter 11 bankruptcy filing. Under the agreement, all pending judicial actions will be suspended for 120 days. During that time, the Student Committee intends to continue to work with the Department of Education to further an approach that provides the impacted former students with long-term relief. In exchange for the temporary stay, the Student Committee has agreed to withdraw its motion that sought a court-ordered stay of collection efforts on all Corinthian student loan debt. "The Department of Education is committed to working with the Corinthian Student Committee on the debt issues its former students now face, to ensure that the Committee and those it represents are treated fairly during the bankruptcy proceedings," said Mark Rosenbaum, Director of Public Counsel Opportunity Under Law, who along with attorneys from Robins Kaplan LLP, represents the Student Committee. "We are hopeful that this agreement will foster a strong collaboration that advances our ultimate goal of achieving meaningful relief for the students." Hundreds of thousands of former students are adversely affected by the collapse of Corinthian, which once operated 107 campuses before shutting its doors in April. The Student Committee had sought the imposition of a court-ordered freeze on efforts by any party to collect on obligations related to federal and private funding of Corinthian -- funds that would have been advanced for tuition, fees, and other school-related expenses -- while the responsibility for the repayment of those funds was determined in Corinthian's bankruptcy. The Student Committee believes that a cooperative effort with the Department of Education provides the most appropriate path to meaningful relief. "While, in a perfectly just legal system, we would be eagerly announcing inclusive and sweeping relief, this agreement is an important step in the right direction as we work through a complex and massive bankruptcy to ensure that the rights and interests of Corinthian's former students are protected," said Scott Gautier of Robins Kaplan LLP. "We are hopeful that today's announcement sets the stage for greater relief on a collective basis in the not so distant future." In May, the U.S. Trustee's Office granted the request of an ad-hoc group to recognize a special committee representing the interests of students in the proceedings, the first known instance of a student group being given a seat at the table in the bankruptcy of an educational institution. Public Counsel and Robins Kaplan LLP represent the Student Committee in the Delaware bankruptcy proceedings, with the assistance of Polsinelli LLP as local Delaware counsel. About Corinthian Colleges Corinthian Colleges, Inc., Pegasus Education, Inc., and 23 affiliated entities filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 15-10952) on May 4, 2015, to complete an orderly wind down of its operations. The cases are jointly administered Case No. 15-10952. Judge Kevin J. Carey presides over the case. Richards, Layton & Finger, P.A., represents the Debtors in their restructuring efforts; FTI Consulting, Inc., serves as restructuring advisors; and Rust Consulting/Omni Bankruptcy serves as claims and noticing agent. Corinthian Colleges, Inc., disclosed $721,596,789 in assets and $2,929,448,278 in liabilities as of the Chapter 11 filing. The U.S. Trustee for Region 3 appointed five creditors to serve on the official committee of unsecured creditors. CORPORATE OFFICE: Fitch Affirms 'BB' Preferred Stock Rating ----------------------------------------------------------- Fitch Ratings has affirmed the following credit ratings for Corporate Office Properties Trust (NYSE: OFC) and its operating partnership, Corporate Office Properties, L.P. (collectively COPT, or the company): Corporate Office Properties Trust -- Issuer Default Rating (IDR) at 'BBB-'; -- Preferred Stock at 'BB'. Corporate Office Properties, L.P. -- IDR at 'BBB-'; -- Senior unsecured line of credit at 'BBB-'; -- Senior unsecured term loans at 'BBB-'; -- Senior unsecured notes at 'BBB-'. The Rating Outlook is Stable. KEY RATING DRIVERS Strong Franchise/Defense-Driven Portfolio COPT generates 79% of net operating income (NOI) from its strategic tenant niche, which includes properties occupied primarily by government agencies or defense contractors. As a result, COPT's assets are generally located near strategic defense locations (e.g. Fort Meade, Redstone Arsenal), which drives geographic concentration in the Washington, DC and Baltimore region. These strategic locations drive strong tenant investment in the assets and create stickiness, as retention rates have approximated 70% historically. Tenant missions also center on R&D and high-tech areas that are critical to national cyber security in the United States. Together with COPT's long-standing relationships with the federal government and contractors, these strategic locations create meaningful barriers to entry. Portfolio Realignment Complete COPT completed its strategic reallocation plan that commenced in 2011 via the sale of non-core assets which, when combined with follow-on equity issuance, improved its balance sheet to levels consistent with investment-grade office REITs. The remaining transaction is the conveyance of a $132 million encumbered portfolio ($150 million of secured debt) to the special servicer during 2015. This transaction will further improve financial flexibility, lower corporate leverage, and facilitate reinvestment in the company's strategic niche properties. Uneven Operating Fundamentals Defense contractor downsizing, offset by good leasing activity, held same-store occupancy roughly flat since the beginning of 2014 at 90.7% as of March 31, 2015. Fundamentals remain uneven across COPT's markets, including the Baltimore/Washington Corridor and Northern Virginia markets, which collectively comprise 67% of portfolio square feet. The company had soft leasing indicators evidenced by negative cash leasing spreads in 2014 and first quarter 2015 (1Q15). However, GAAP leasing spreads continue to be positive across the portfolio and accelerated to 7.3% in 2014 and 2.7% in 1Q15. Fitch expects that occupancy will remain unchanged as new leasing activity offsets upcoming vacancies. Informed Demand Mitigates Development Risk COPT's growth strategy centers primarily on new development, as it has a strong relationship with, and insights regarding demand from, the U.S. Government for new space requirements. The (re)development pipeline totaled $294 million at March 31, 2015 and the development pipeline was 65% pre-leased to both government agencies and defense contractors supporting these entities. The cost to complete the pipeline is modest at 3.2% and despite potential growth toward 5%, Fitch expects development risk will continue to be mitigated by COPT's unique relationships which provide implicit pre-leasing. The company remains well-positioned to capture future demand from cyber security-driven growth, which should offset weakness in regional markets and potential future downsizing from defense contractors. COPT leased approximately 900,000 square feet of first generation development and redevelopment space in 2014, which follows 900,000 in 2013 and a record 1.2 million in 2012. Fitch expects development to be funded primarily with proceeds from asset sales. The company plans on selling primarily non-core assets in markets such as Baltimore and Northern Virginia. Conveyances Improve Credit Profile In December 2013, the company sold its 15-asset Colorado Springs portfolio for $133.9 million and conveyed 14 properties for $146.9 million in December 2013, reflecting the value of in-place debt and accrued interest. COPT anticipates conveying a separate $132 million portfolio to the special servicer in 2015 following vacancies by Northrop Grumman and CSC in April 2014, which will facilitate further headline de-levering. Fitch is not concerned about potential franchise risk at this time; however, additional conveyances would be viewed negatively (there are none expected) given the potential for weakened access to mortgage debt. Elevated Leverage Leverage (pro forma for the conveyance of assets encumbered by $150 million of secured debt) was 7.0x as of March 31, 2015, up from 6.5x as of both Dec. 31 2014 and 2013. March 31, 2015 leverage would have been 6.8x when excluding the debt incurred with an acquisition that occurred at the end of March 2015. Fitch expects leverage will remain in the high 6's for 2015 -2017 due to development assets coming on line and contributing to NOI, offset by stabilized asset dispositions. Projected leverage is elevated for the 'BBB-' Issuer Default Rating. Fixed charge coverage (FCC; pro forma for the conveyance of assets encumbered by $150 million of secured debt) was 2.3x for the trailing 12 months (TTM) ended March 31, 2015 and Dec. 31, 2014, an increase from 2.1x in 2013. Fitch expects that coverage will approach 2.6x over the next 12-24 months, driven by recurring operating EBITDA growth via developments and continued access to debt capital at favorable rates. Projected coverage is good for the rating. Adequate Financial Liquidity COPT has an adequate liquidity profile with total sources of liquidity covering total uses of liquidity by 1.8x for the April 1, 2015 - Dec. 31, 2016 period. Fitch defines liquidity coverage as sources of liquidity divided by uses of liquidity. Sources of liquidity include unrestricted cash, availability under the unsecured revolving credit facility, and projected retained cash flow from operating activities after dividends. Uses of liquidity include pro rata debt maturities, expected recurring capital expenditures, and remaining development costs. Weak Unencumbered Asset Coverage of Unsecured Debt The company's unencumbered asset coverage of unsecured debt (using a stressed 9.0% capitalization rate) was 1.7x as of March 31, 2015, down from 2.2x as of Dec. 31, 2013. Fitch expects this ratio to improve to around 2.0x over the next several years as acquisition and development EBITDA come on line. Conservative AFFO Payout Ratio COPT's AFFO payout ratio was 77% in 2014, which allows the company to generate approximately $30 million of internal liquidity to fund growth and repay debt. Fitch expects the company to increase the dividend over the next 12 - 24 months; however, Fitch expects the AFFO ratio to remain below 80%. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for COPT include: -- Same-store revenue growth between 1.0% to 1.5% from 2015 - 2017, reflecting expected vacancies and pressure on re-leasing spreads given a below-average retention rate; -- Development spending of $325 million in 2015, followed by $300 million and $200 million in 2016 - 2017; -- Portfolio conveyance to the special servicer, reducing secured debt by $150 million and net assets by $132 million; -- $300 million of dispositions in aggregate from 2015 - 2017 to partially fund development at 8.0% cap rates; -- $100 million of common equity issued over the period to help fund development; however, equity issuance is at management's discretion and Fitch notes that OFC's common shares are currently trading at a 19.8% discount to consensus mean net asset value according to SNL Financial. RATING SENSITIVITIES The following factors may have a positive impact on COPT's ratings and/or Outlook: -- Fitch's expectation of net debt to recurring operating EBITDA sustaining below 6.0x (pro forma leverage was 7.0x at March 31, 2015); -- Fitch's expectation of fixed charge coverage sustaining above 2.5x (pro forma fixed charge coverage was 2.3x for the trailing twelve months ended March 31, 2015); -- Fitch's expectation of UA/UD maintaining above 2.5x based on a stressed 9% cap rate (UA/UD was 1.7x at March 31, 2015). The following factors may have a negative impact on the company's ratings and/or Outlook: -- Fitch's expectation of net debt to recurring operating EBITDA sustaining above 7.0x; -- Fitch's expectation of fixed charge coverage sustaining below 1.8x; -- Fitch's expectation of UA/UD sustaining below 1.8x; -- Material macroeconomic weakness affecting the defense industry, such that a larger portion of COPT's portfolio would be comprised of traditional suburban office assets. COUTURE HOTEL: Seeks Extension of Plan Filing Date to Aug. 5 ------------------------------------------------------------ Couture Hotel Corporation, a/k/a Hugh Black-St Mary Enterprises Inc., asks the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, to extend its exclusive period to confirm a plan of reorganization up to and including August 5, 2015. According to Gerrit M. Pronske, Esq., at Pronske Goolsby & Kathman, P.C., in Addison, Texas, since June, the Debtor has learned that certain creditors may intend to file a competing plan of reorganization, which has the potential to create confusion within the estate during the time that the Debtor is soliciting votes in favor its own Plan of Reorganization, which is set for a confirmation hearing on July 28. The Debtor seeks the extension of the exclusivity period to confirm a plan of reorganization up to and including Aug. 5 to prevent the confusion caused by a competing plan. In addition to revising and edit language related to treatment of classes of claims, the Debtor continues to negotiate the treatment of the few classes that have not yet agreed to treatment of their claims, Mr. Pronske says. With the additional time, the Debtor believes it will have not only agreements with regard to the treatment of claims but also consensual language with regard to those treatments and will therefore be able to confirm a plan of reorganization is a timely manner, Mr. Pronske tells the Court. The Debtor is represented by: Gerrit M. Pronske, Esq. Jason P. Kathman, Esq. PRONSKE GOOLSBY & KATHMAN, P.C. 15305 Dallas Pkwy, Ste. 300 Addison, TX 75001 Tel: 214 658-6500 Fax: 214 658-6509 Email: gpronske@pgkpc.com jkathman@pgkpc.com About Couture Hotel Couture Hotel Corporation, fka Hugh Black-St Mary Enterprises, Inc., owns and operates four hotels: a Wyndham Garden Inn in Dallas, Texas, consisting of 356 rooms and remodeled in 2013; a Howard Johnson in Corpus Christi, Texas, consisting of 140 rooms and remodeled in 2012; a Howard Johnson in Las Vegas, Nevada, consisting of 110 rooms and remodeled in 2012; and an independent hotel in Las Vegas, Nevada (formerly branded as a Value Place), consisting of 121 rooms and also remodeled in 2012. The Las Vegas hotels are located at one of the entrances to Nellis Air Force base in North Las Vegas. The Debtor owns the real property and improvements, as well as the franchise rights to the hotels (except for Las Vegas Value Place). The Company sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 14-34874) in Dallas, Texas, on Oct. 7, 2014. The case is assigned to Judge Barbara J. Houser. The Debtor has tapped Mark Sean Toronjo, Esq., at Toronjo & Prosser Law, as counsel. The Debtor, in an amended schedules, disclosed $20.8 million in assets and $27.8 million in liabilities as of the Chapter 11 filing. No creditors' committee or other official committee been appointed in the case. COUTURE HOTEL: Seeks to Pay $18K to Counsel ------------------------------------------- Couture Hotel Corporation asks the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, to determine that the case that was in its operating accounts on the Petition Date, in the amount of $70,071, does not constitute cash collateral. The Debtor also seeks authority from the Court to pay the professional fees and expenses of counsel Pronske Goolsby & Kathman, P.C., in the sum of $18,205 from the prepetition account and to pay future Court-awarded fees and expenses to the counsel from the same prepetition account. The Debtor is represented by: Gerrit M. Pronske, Esq. Jason P. Kathman, Esq. PRONSKE GOOLSBY & KATHMAN, P.C. 15305 Dallas Pkwy, Ste. 300 Addison, Texas 75001 Tel.: 214 658-6500 Fax: 214 658-6509 Email: gpronske@pgkpc.com jkathman@pgkpc.com About Couture Hotel Couture Hotel Corporation owns and operates four hotels: a Wyndham Garden Inn in Dallas, Texas, consisting of 356 rooms and remodeled in 2013; a Howard Johnson in Corpus Christi, Texas, consisting of 140 rooms and remodeled in 2012; a Howard Johnson in Las Vegas, Nevada, consisting of 110 rooms and remodeled in 2012; and an independent hotel in Las Vegas, Nevada (formerly branded as a Value Place), consisting of 121 rooms and also remodeled in 2012. The Las Vegas hotels are located at one of the entrances to Nellis Air Force base in North Las Vegas. The Debtor owns the real property and improvements, as well as the franchise rights to the hotels (except for Las Vegas Value Place). The Company sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 14-34874) in Dallas, Texas, on Oct. 7, 2014. The case is assigned to Judge Barbara J. Houser. The Debtor has tapped Mark Sean Toronjo, Esq., at Toronjo & Prosser Law, as counsel. The Debtor estimated assets and debt in the range of $10 million to $50 million as of the bankruptcy filing. CURTIS JAMES JACKSON: 50 Cent Files for Bankruptcy -------------------------------------------------- Katy Stech, writing for The Wall Street Journal, reported that rapper rapper 50 Cent, whose real name is Curtis James Jackson III, filed for bankruptcy protection on July 13, halting a dispute over a sex tape. According to the Journal, the 40-year-old rapper filed for chapter 11 protection in the U.S. Bankruptcy Court in Hartford, Conn., on Monday, the same day he was supposed to appear in a New York state court to determine whether he owes punitive damages in a 2010 lawsuit filed by Lastonia Leviston, rapper Rick Ross's ex-girlfriend. DEMCO INC: Meeting of Creditors Adjourned to Sept. 21 ----------------------------------------------------- U.S. Trustee Joseph Allen adjourned the meeting of creditors of Demco Inc. to Sept. 21, 2015, at 2:00 p.m. The meeting will take place at the Office of the U.S. Trustee, Olympic Towers, in Buffalo, New York. The court overseeing the bankruptcy case of a company schedules the meeting of creditors usually about 30 days after the bankruptcy petition is filed. The meeting is called the "341 meeting" after the section of the Bankruptcy Code that requires it. A representative of the company is required to appear at the meeting and answer questions under oath. The meeting is presided over by the U.S. trustee, the Justice Department's bankruptcy watchdog. About Demco Inc. Demco, Inc., aka Decommissioning & Environmental Management Company, is a specialty trade contractor based in West Seneca, New York, which provides demolition services, nuclear work, environmental clean-up, disaster response and a variety of other services throughout the United States and, on a project-by-project basis, internationally. Some of Demco's better known demolition projects in the past have included the Rocky Flats Nuclear Power Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial Auditorium, and the Sunflower Army Ammunition Plant. Demco filed for Chapter 11 protection (Bankr. W.D.N.Y. Case No. 12-12465) on Aug. 6, 2012. Bankruptcy Judge Michael J. Kaplan presides over the case. Daniel F. Brown, Esq., at Andreozzi, Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represents the Debtor in its restructuring effort. Freed Maxick CPAs, P.C. serves as its accountants, and Horizons Consulting, LLC, serves as its tax consultants. The petition was signed by Michael J. Morin, controller. Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three creditors to serve on the Official Committee of Unsecured Creditors. The Committee retained Amigone, Sanchez & Mattrey, LLP as its counsel. First Niagara Bank, the cash collateral lender, is represented by William F. Savino, Esq., at Damon Morey. DEWEY & LEBOEUF: Finance Director Testifies on CFO's Actions ------------------------------------------------------------ Sara Randazzo, writing for The Wall Street Journal, reported that a key prosecution witness told jurors that Dewey & LeBoeuf LLP's ex-head of finance played a direct role in manipulating the law firm's books to appear in compliance with bank loans in what was among the first testimony pointing directly to actions by a former leader of the now-defunct firm. According to the Journal, Francis Canellas, Dewey's former finance director, said he and his boss, Dewey's ex-Chief Financial Officer Joel Sanders, discussed ways to make the firm's net income appear higher than it was. Not all of the accounting adjustments were legitimate, Mr. Canellas testified, and he and Mr. Sanders discussed what they would tell auditors if prodded about the books, the Journal related, citing Mr. Canellas. About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf LLP operated as a prestigious, New York City- based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension Benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. FTI Consulting, Inc. was appointed secured lender trustee for the Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A. Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at Togut, Segal & Segal LLP, serve as counsel to the Liquidation Trustee. Dewey's liquidating Chapter 11 plan was approved by the bankruptcy court in February 2013 and implemented in March. The plan created a trust to collect and distribute remaining assets. The firm estimated that midpoint recoveries for secured and unsecured creditors under the plan would be 58.4 percent and 9.1 percent, respectively. DORAL FINANCIAL: Gets More Time to Remove Suits ----------------------------------------------- U.S. Bankruptcy Judge Shelley Chapman extended the deadline for Doral Financial Corp. to remove lawsuits until the earlier of (i) the date an order is entered confirming a Chapter 11 plan in its bankruptcy case, or (ii) 60 days after the appointment of a Chapter 7 trustee. About Doral Financial Doral Financial Corporation is a holding company whose primary operating asset was equity in Doral Bank. DFC maintains offices in New York City, Coral Gables, Florida and San Juan, Puerto Rico. DFC has three wholly-owned subsidiaries: (i) Doral Properties, Inc., (ii) Doral Insurance Agency, LLC ("Doral Insurance"), and (iii) Doral Recovery, Inc. On Feb. 27, 2015, regulators placed Doral Bank into receivership and named the Federal Deposit Insurance Corp. as receiver. Doral Bank served customers through 26 branches located in New York, Florida, and Puerto Rico. DFC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 15-10573) in Manhattan on March 11, 2015. The case is assigned to Judge Shelley C. Chapman. DFC estimated $50 million to $100 million in assets and $100 million to $500 million in debt as of the bankruptcy filing. The Debtor tapped Ropes & Gray LLP as counsel. The Debtor's Chapter 11 plan and Disclosure Statement are due July 9, 2015. The initial case conference is set for April 10, 2015. The U.S. trustee overseeing the Chapter 11 case of Doral Financial Corp. appointed five creditors of the company to serve on the official committee of unsecured creditors. DORAL FINANCIAL: Needs Until Oct. 7 to Decide on Leases ------------------------------------------------------- Doral Financial Corporation asks the United States Bankruptcy Court for Southern District of New York to extend through and including October 7, 2015, the time by which the Debtor must assume or reject leases of nonresidential real property. The Debtor explains that the Unexpired Leases are one of its remaining assets that could generate value for its estate and creditors and it has not yet had time to formulate a plan or to appraise the potential value of the Unexpired Leases and the impact of that value on a potential plan. The Bankruptcy Court will convene a hearing on July 23, 2015 at 10:00 a.m. (Eastern Time) to consider approval of the extension request. The Debtor is represented by: Mark I. Bane, Esq. Meredith S. Tinkham, Esq. ROPES & GRAY LLP 1211 Avenue of the Americas New York, NY 10036-8704 Tel: 212 596-9000 Fax: 212 596-9090 Email: mark.bane@ropesgray.com meredith.tinkham@ropesgray.com -- and -- James A. Wright III, Esq. ROPES & GRAY LLP Prudential Tower 800 Boylston Street Boston, MA 02199-3600 Tel: 617 951-7000 Fax: 617 951-7050 Email: james.wright@ropesgray.com About Doral Financial Doral Financial Corporation is a holding company whose primary operating asset was equity in Doral Bank. DFC maintains offices in New York City, Coral Gables, Florida and San Juan, Puerto Rico. DFC has three wholly-owned subsidiaries: (i) Doral Properties, Inc., (ii) Doral Insurance Agency, LLC ("Doral Insurance"), and (iii) Doral Recovery, Inc. On Feb. 27, 2015, regulators placed Doral Bank into receivership and named the Federal Deposit Insurance Corp. as receiver. Doral Bank served customers through 26 branches located in New York, Florida, and Puerto Rico. DFC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 15-10573) in Manhattan on March 11, 2015. The case is assigned to Judge Shelley C. Chapman. DFC estimated $50 million to $100 million in assets and $100 to $500 million in debt as of the bankruptcy filing. The Debtor tapped Ropes & Gray LLP as counsel. The Debtor's Chapter 11 plan and Disclosure Statement are due July 9, 2015. The initial case conference is set for April 10, 2015. The U.S. trustee overseeing the Chapter 11 case of Doral Financial Corp. appointed five creditors of the company to serve on the official committee of unsecured creditors. DORAL FINANCIAL: Seeks Oct. 7 Extension of Plan Filing Date ----------------------------------------------------------- Doral Financial Corporation asks the United States Bankruptcy Court for Southern District of New York to extend (1) the time period during which the Debtor has the exclusive right to file a chapter 11 plan, through and including October 7, 2015, and (2) the period during which the Debtor has the exclusive right to solicit acceptances thereof through and including January 5, 2016. The Debtor explained that though it has made substantial progress in its case, it requires additional time to sell certain assets and negotiate a Chapter 11 plan that will best maximize value for creditors. Since the appointment of the Official Committee of Unsecured Creditors, the Debtor has worked closely with the UCC in exploring opportunities to maximize recoveries for the parties-in-interest. It is contemplated that this coordination and cooperation shall continue, the Debtor tells the Court. The Committee has indicated it does not oppose the extension sought. The extension of the Exclusive Periods will ensure that the Debtor is able to capitalize on the progress it has made to date towards its goal of successfully reorganizing, the Debtor tells the Court. The Bankruptcy Court will convene a hearing on July 23, 2015, at 10:00 a.m. (Eastern Time), to consider approval of the extension request. The Debtor is represented by: Mark I. Bane, Esq. Meredith S. Tinkham, Esq. ROPES & GRAY LLP 1211 Avenue of the Americas New York, NY 10036-8704 Tel: 212 596-9000 Fax: 212 596-9090 Email: mark.bane@ropesgray.com meredith.tinkham@ropesgray.com -- and -- James A. Wright III, Esq. ROPES & GRAY LLP Prudential Tower 800 Boylston Street Boston, MA 02199-3600 Tel: 617 951-7000 Fax: 617 951-7050 Email: james.wright@ropesgray.com About Doral Financial Doral Financial Corporation is a holding company whose primary operating asset was equity in Doral Bank. DFC maintains offices in New York City, Coral Gables, Florida and San Juan, Puerto Rico. DFC has three wholly-owned subsidiaries: (i) Doral Properties, Inc., (ii) Doral Insurance Agency, LLC ("Doral Insurance"), and (iii) Doral Recovery, Inc. On Feb. 27, 2015, regulators placed Doral Bank into receivership and named the Federal Deposit Insurance Corp. as receiver. Doral Bank served customers through 26 branches located in New York, Florida, and Puerto Rico. DFC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 15-10573) in Manhattan on March 11, 2015. The case is assigned to Judge Shelley C. Chapman. DFC estimated $50 million to $100 million in assets and $100 million to $500 million in debt as of the bankruptcy filing. The Debtor tapped Ropes & Gray LLP as counsel. The Debtor's Chapter 11 plan and Disclosure Statement are due July 9, 2015. The initial case conference is set for April 10, 2015. The U.S. trustee overseeing the Chapter 11 case of Doral Financial Corp. appointed five creditors of the company to serve on the official committee of unsecured creditors. EAGLEVIEW TECHNOLOGY: Moody's Gives B3 CFR, Rates 1st Lien Loans B2 ------------------------------------------------------------------- Moody's Investors Service assigned to EagleView Technology Corporation a first-time B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating (PDR). Concurrently, Moody's assigned a B2 rating to the proposed first-lien credit facilities, consisting of a $240 million senior secured term loan and $20 million senior secured revolving credit facility (RCF), and Caa2 rating to the new $100 million second-lien senior secured term loan. The rating outlook is stable. Proceeds from the credit facilities plus approximately $411 million of common equity from funds managed by private equity firm Vista Equity Partners will be used to finance the leveraged buyout (LBO) of EagleView for a net purchase price of approximately $715 million (excluding transaction fees, expenses and balance sheet cash). Initially, the new debt instruments will be issued by a newly-formed entity named Phoenix Merger Sub, Inc. This entity will subsequently merge into EagleView, which will become the surviving issuer following transaction closing. Ratings Assigned: Issuer: EagleView Technology Corporation Corporate Family Rating -- B3 Probability of Default Rating -- B3-PD $20 Million Senior Secured Revolver due 2020 -- B2 (LGD-3) $240 Million First-Lien Senior Secured Term Loan due 2022 -- B2 (LGD-3) $100 Million Second-Lien Senior Secured Term Loan due 2023 – Caa2 (LGD-5) The assigned ratings are subject to review of final documentation and no material change in the terms and conditions of the transaction as advised to Moody's. RATINGS RATIONALE The B3 CFR reflects EagleView's small size, high pro forma leverage, lack of meaningful international diversification, exposure to the cyclical housing market and majority ownership by a private equity sponsor. The rating is supported by EagleView's position as the leading provider of high resolution aerial imagery and 3D measurement software solutions to government and commercial customers with virtually no significant competition, long-standing and loyal customer relationships, good revenue visibility and an "asset-lite" operating model with a history of profitability and free cash flow generation. EagleView's low production costs for image capture combined with its patented technology, cumulative R&D spend and extensive image library help establish a scalable business model with good operating leverage. Pro forma for the LBO, leverage is roughly 8x total debt to EBITDA, which is high for the rating category (as of March 31, 2015, incorporating Moody's standard operating lease adjustment and stock-based compensation expense, but excluding non-recurring litigation costs and transaction fees). However, Moody's believes the business can accommodate a more leveraged capital structure due to EagleView's good revenue visibility and history of positive free cash flow generation. This is buttressed by a high margin services-based revenue model characterized by multi-year contracts and 99% retention rates in the government business, high reoccurring revenue streams and high-demand products embedded in customer workflows, which collectively create a loyal client base. De-leveraging is expected to be fueled by organic revenue growth and EBITDA expansion given the favorable opportunities for further market penetration and growth from new verticals. Barring another leveraging event, this should reduce total leverage by mid-2016 to the 6.5x area, consistent with the median leverage for B3-rated global cross-industry peers. Seasonal revenue variation from government and commercial customers cause free cash flow to be weakest in the fourth fiscal quarter and strongest in the second fiscal quarter. Despite this unevenness, we project EagleView will convert around 30-40% of EBITDA to positive free cash flow (assuming no cash distributions) enabling it to comfortably meet cash needs. The company is expected to maintain good liquidity with cash balances of at least $20 million and full access to the $20 million revolving credit facility. Rating Outlook The stable rating outlook reflects our view that the US economy will continue to grow modestly to support organic revenue growth in the mid-single digit range with 30-35% adjusted EBITDA margins resulting in de-leveraging to the 6.5x area (Moody's adjusted) over the rating horizon. Moody's project positive free cash flow generation of roughly $15-20 million over the coming year (assuming no dividends). What Could Change the Rating -- UP An upgrade could occur if EagleView exhibits revenue growth and EBITDA margin expansion leading to consistent and increasing free cash flow generation and sustained reduction in total debt to EBITDA leverage below 6.0x (Moody's adjusted) with free cash flow to adjusted debt of at least 5%. The company would also need to maintain a good liquidity position and exhibit prudent financial policies to be considered for an upgrade. What Could Change the Rating -- DOWN Ratings could experience downward pressure if financial leverage is sustained above 8.5x (Moody's adjusted) or if EBITDA growth is insufficient to maintain positive free cash flow generation. EagleView could also be downgraded if market share erodes, services revenue deteriorates, liquidity weakens, or the company engages in leveraging acquisitions or significant shareholder distributions. Headquartered in Seattle, Washington, EagleView Technology Corporation is a leading provider of 3D aerial measurement services to the government, property & casualty insurance and residential construction markets. The company has over 400 employees and operates primarily in the US. Reported revenue totaled about $137 million for the twelve months ended March 31, 2015. EAGLEVIEW TECHNOLOGY: S&P Assigns Prelim. 'B' CCR, Outlook Stable ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned a preliminary 'B' corporate credit rating to Bothell, Wash.-based EagleView Technology Corp. The outlook is stable. At the same time, S&P assigned a preliminary 'B' issue-level rating and preliminary '3' recovery rating to the company's $20 million revolving credit facility due 2020 and its $240 million first-lien term loan due 2022. The preliminary '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; at the higher end of the range) recovery in the event of payment default. S&P also assigned its preliminary 'CCC+' issue-level rating and preliminary '6' recovery rating to the company's proposed $100 million second-lien term loan due 2023. The preliminary '6' recovery rating indicates S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. S&P will finalize its preliminary ratings following a review of the executed closing documents. The preliminary rating on EagleView reflects S&P's pro forma adjusted leverage near 7x as of May 2015, which we expect will fall to around 6x during the next 12 months as the company continues to generate good revenue growth and achieve margin expansion, given its scalable and recurring business model. The stable outlook reflects S&P's expectation that EagleView will continue to generate good revenue growth and positive free operating cash flow, resulting in EBITDA expansion and modest deleveraging over the next 12 months. ERG INTERMEDIATE: AP Services' Rebecca Roof Approved as CRO ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized ERG Intermediate Holdings, LLC, et al., to employ AP Services, LLC, and designate Rebecca A. Roof as chief restructuring officer, nunc pro tunc to the Petition Date. The Official Committee of Unsecured Creditors, in its objection, related that the regime put in place by the lender is inadequate to the essential task of maximizing the value of the California assets in a robust marketing and sale process. Equally the case, the Committee does not believe it is appropriate to install a caretaker for the estate hand-picked by the lender and saddle the estates with an annualized $2.1 million salary for a CRO who does not have experience running an E&P company or marketing and selling E&P assets to maximize their value for all stakeholders. The Debtors and CLMG Corp. responded to the objection by defending the hiring of AP Services and Ms. Roof. CLMG Corp., in its capacities as (a) administrative agent and collateral agent for itself and on behalf of certain secured lenders under the Debtors' prepetition secured credit agreement, and (b) administrative agent under that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement, noted that the Committee's chief objection to Ms. Roof's retention as CRO is that she is not an investment banker. In response, CLMG says a person does not have to be an investment banker to be retained by a bankruptcy estate. The Debtors point out that Ms. Roof, is nationally known and has been involved in notable sophisticated reorganization and sale cases such as Eastman Kodak Company, Lyondell Chemical Company, Taro Pharmaceuticals, Anchor Glass and Atkins Nutritionals. Additionally, according to CLMG, the Committee did not support with facts the argument that the Debtors' estates would be better served by an investment banker than by Ms. Roof because the Debtors are engaged in a process to sell their assets. The Debtors, in response to the objection of the Committee, stated that they believe that they have hired the best candidates to fulfill the role of trusted advisors under these circumstances. Contrary to assertions by the Committee, the Debtors say that they selected AP Services on its own volition. "It is correct that the secured lender requested that the Debtors retain a chief restructuring officer and that the secured lender identified AP Services as an acceptable candidate. This is a rather customary and normal practice. However, the Debtors felt that if they did not like AP Services or any other candidate suggested by the secured lender that they could have raised the possibility of other candidates. In fact, the Debtors interviewed another candidate that was not identified by the secured lender but chose AP Services. In addition, the Debtors also interviewed the Committee's current financial advisor, Conway McKenzie, Inc., but did not select them," the Debtors stated. CLMG Corp. is represented by: Thomas E Lauria, Esq. WHITE & CASE LLP Southeast Financial Center, Suite 4900 200 South Biscayne Blvd. Miami, FL 33131 Tel: (305) 371-2700 Fax: (305) 358-5744 E-mail: tlauria@whitecase.com - and - Craig H. Averch, Esq. Roberto J. Kampfner, Esq. WHITE & CASE LLP 633 West Fifth Street, Suite 1900 Los Angeles, CA 90071 Tel: (213) 620-7700 Fax: (213) 452-2329 E-mail: caverch@whitecase.com rkampfner@whitecase.com About ERG Resources ERG Resources, LLC, is a privately owned oil & gas producer that was formed in 1996. Since 2010, ERG Resources and ERG Operating Co. have been primarily engaged in the exploration and production of crude oil and natural gas in the Cat Canyon Field in Santa Barbara County, California. ERG Resources owns 19,027 gross lease acreage in the Cat Canyon Field. ERG Resources also owns and operates oil & gas leases representing 683 gross acres of leasehold located in Liberty County, Texas. The Company's corporate headquarters is located in Houston, Texas. Scott Y. Wood, through two of his affiliates, owns 100% of the membership units in ERG Intermediate Holdings LLC, the parent company. ERG Intermediate Holdings, ERG Resources and three affiliates sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-31858) on April 30, 2015, in Dallas, Texas. The Debtors tapped Jones Day as counsel; DLA Piper as co-counsel; and Epiq Bankruptcy Solutions, LLC. Rebecca A. Roof of AP Services, LLC was designated as chief restructuring officer. ERG Intermediate estimated $100 million to $500 million in assets and debt. ERG Intermediate Holdings, LLC disclosed $0 in total assets and $400,000,000 in liabilities as of the Chapter 11 filing. The U.S. Trustee appointed five creditors of the company to serve on the official committee of unsecured creditors. The Committee tapped to retain Pachulski Stang Ziehl & Jones LLP as lead counsel, Searcy & Searcy P.C., as local counsel, and Conway Mackenzie, Inc. as its financial advisor. ERG INTERMEDIATE: Court Sets Claims Bar Dates --------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas established these deadlines in relation to the Chapter 11 cases of ERG Intermediate Holdings, LLC, et al.: 1. June 30, 2015, for any individual or entity to file proofs of claim against a Debtor that arose or is deemed to have arisen prior to commencement of the Chapter 11 cases on April 30, 2015; and 2. Oct. 27, 2015, for governmental units to file proofs of claim against the Debtor must be filed on or before (the "Government Bar Date"). Proofs of claim must be filed either by: (i) mailing to: ERG Intermediate Holdings, LLC Claims Processing Center c/o Epiq Bankruptcy Solutions, LLC P.O. Box 4419 Beaverton, OR 97076-4419 or (ii) delivering the original proof of claim by hand or overnight courier to: ERG Intermediate Holdings, LLC Claims Processing Center c/o Epiq Bankruptcy Solutions, LLC 10300 SW Allen Blvd. Beaverton, OR 97005 Proofs of claim submitted by facsimile or electronic mail will not be accepted and will not be deemed properly filed. About ERG Resources ERG Resources, LLC, is a privately owned oil & gas producer that was formed in 1996. Since 2010, ERG Resources and ERG Operating Co. have been primarily engaged in the exploration and production of crude oil and natural gas in the Cat Canyon Field in Santa Barbara County, California. ERG Resources owns 19,027 gross lease acreage in the Cat Canyon Field. ERG Resources also owns and operates oil & gas leases representing 683 gross acres of leasehold located in Liberty County, Texas. The Company's corporate headquarters is located in Houston, Texas. Scott Y. Wood, through two of his affiliates, owns 100% of the membership units in ERG Intermediate Holdings LLC, the parent company. ERG Intermediate Holdings, ERG Resources and three affiliates sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-31858) on April 30, 2015, in Dallas, Texas. The Debtors tapped Jones Day as counsel; DLA Piper as co-counsel; and Epiq Bankruptcy Solutions, LLC. Rebecca A. Roof of AP Services, LLC was designated as chief restructuring officer. ERG Intermediate estimated $100 million to $500 million in assets and debt. ERG Intermediate Holdings, LLC disclosed $0 in total assets and $400,000,000 in liabilities as of the Chapter 11 filing. The U.S. Trustee appointed five creditors of the company to serve on the official committee of unsecured creditors. The Committee tapped to retain Pachulski Stang Ziehl & Jones LLP as lead counsel, Searcy & Searcy P.C., as local counsel, and Conway Mackenzie, Inc. as its financial advisor. ERG INTERMEDIATE: Pachulski Stang Okayed as Panel's Lead Counsel ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of ERG Intermediate Holdings, LLC, et al., to retain Pachulski Stang Ziehl & Jones LLP as lead counsel nunc pro tunc to May 12, 2015. PSZ&J, as its lead counsel, is expected to, among other things: 1. assist, advise and represent the Committee in any manner relevant to reviewing and determining the Debtors' rights and obligations under leases and other executory contracts; 2. assist, advise and represent the Committee in investigating the acts, conduct, assets, liabilities and financial condition of the Debtors, the Debtors' operations and the desirability of the continuance of any portion of those operations, and any other matters relevant to these Cases or to the formulation of a plan; and 3. assist, advise and represent the Committee in connection with any sale of the Debtors' assets. The professionals and paralegals designated to represent the Committee and their current standard hourly rates are: Robert J. Feinstein $995 Jeffrey N. Pomerantz $895 John A. Morris $875 Shirley S. Cho $750 Maria A. Bove $725 Gail S. Greenwood $675 Patricia Jeffries $305 PSZ&J believes that it is more appropriate to charge the expenses to the clients incurring them than to increase the hourly rates and spread the expenses among all clients. To the best of the Committee's knowledge, PSZ&J is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jeffrey N. Pomerantz, Esq. Robert J. Feinstein, Esq. PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Boulevard, 13th Floor Los Angeles, CA 90067 Tel: (310) 277-6910 Fax: (310) 201-0760 E-mail: jpomerantz@pszjlaw.com rfeinstein@pszjlaw.com About ERG Resources ERG Resources, LLC, is a privately owned oil & gas producer that was formed in 1996. Since 2010, ERG Resources and ERG Operating Co. have been primarily engaged in the exploration and production of crude oil and natural gas in the Cat Canyon Field in Santa Barbara County, California. ERG Resources owns 19,027 gross lease acreage in the Cat Canyon Field. ERG Resources also owns and operates oil & gas leases representing 683 gross acres of leasehold located in Liberty County, Texas. The Company's corporate headquarters is located in Houston, Texas. Scott Y. Wood, through two of his affiliates, owns 100% of the membership units in ERG Intermediate Holdings LLC, the parent company. ERG Intermediate Holdings, ERG Resources and three affiliates sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-31858) on April 30, 2015, in Dallas, Texas. The Debtors tapped Jones Day as counsel; DLA Piper as co-counsel; and Epiq Bankruptcy Solutions, LLC. Rebecca A. Roof of AP Services, LLC was designated as chief restructuring officer. ERG Intermediate estimated $100 million to $500 million in assets and debt. ERG Intermediate Holdings, LLC disclosed $0 in total assets and $400,000,000 in liabilities as of the Chapter 11 filing. The U.S. Trustee appointed five creditors of the company to serve on the official committee of unsecured creditors. The Committee tapped to retain Pachulski Stang Ziehl & Jones LLP as lead counsel, Searcy & Searcy P.C., as local counsel, and Conway Mackenzie, Inc. as its financial advisor. ERG INTERMEDIATE: Searcy & Searcy OK'd as Committee's Local Counsel ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of ERG Intermediate Holdings, LLC, et al., to retain Searcy & Searcy, P.C., as its local counsel. The firm can be reached at: Jason R. Searcy, Esq. SEARCY & SEARCY P.C. 446 Forest Square P.O. Box 3929 Longview, TX 75606 Tel: (903) 757-3399 Fax: (903-757-9559 E-mail: jsearcy@jrsearcylaw.com About ERG Resources ERG Resources, LLC, is a privately owned oil & gas producer that was formed in 1996. Since 2010, ERG Resources and ERG Operating Co. have been primarily engaged in the exploration and production of crude oil and natural gas in the Cat Canyon Field in Santa Barbara County, California. ERG Resources owns 19,027 gross lease acreage in the Cat Canyon Field. ERG Resources also owns and operates oil & gas leases representing 683 gross acres of leasehold located in Liberty County, Texas. The Company's corporate headquarters is located in Houston, Texas. Scott Y. Wood, through two of his affiliates, owns 100% of the membership units in ERG Intermediate Holdings LLC, the parent company. ERG Intermediate Holdings, ERG Resources and three affiliates sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-31858) on April 30, 2015, in Dallas, Texas. The Debtors tapped Jones Day as counsel; DLA Piper as co-counsel; and Epiq Bankruptcy Solutions, LLC. Rebecca A. Roof of AP Services, LLC was designated as chief restructuring officer. ERG Intermediate estimated $100 million to $500 million in assets and debt. ERG Intermediate Holdings, LLC disclosed $0 in total assets and $400,000,000 in liabilities as of the Chapter 11 filing. The U.S. Trustee appointed five creditors of the company to serve on the official committee of unsecured creditors. The Committee tapped to retain Pachulski Stang Ziehl & Jones LLP as lead counsel, Searcy & Searcy P.C., as local counsel, and Conway Mackenzie, Inc. as its financial advisor. EXTERRAN CORP: S&P Assigns BB- Corp. Credit Rating, Outlook Stable ------------------------------------------------------------------ Standard & Poor's Ratings Services said it assigned its 'BB-' corporate credit rating to Exterran Corp. The outlook is stable. At the same time, S&P assigned its 'BB+' issue-level rating to Exterran Energy Solutions L.P..'s $750 million senior secured revolving credit facility due 2020. The recovery rating on the facility is '1', reflecting S&P's expectation of very high (90%-100%) recovery in the event of a default. S&P also assigned its 'BB-' issue-level rating to its senior unsecured notes due 2022. The recovery rating on the notes is '3', indicating S&P's expectation for meaningful recovery (50%-70%; lower half of the range) in the event of a payment default. "The stable rating outlook reflects our expectation that the company will sustain strong margins in its contract operations businesses and continue to execute projects from the backlog in its fabrication business while maintaining adequate liquidity and adjusted debt to EBITDA below 3x," said Standard & Poor's credit analyst Geoffrey Mrema. S&P could lower the ratings if adjusted debt to EBITDA exceeds 3x due to operational underperformance, a prolonged period of poor commodity prices dampen demand for compression services, or Exterran Corp. primarily debt finances its future growth initiatives. Though unlikely in the next few years, S&P could raise the ratings if it believes the company will sustain debt to EBITDA of about 2x even under a weak margin environment while improving the business risk profile as a result of additional long-term contracts or an improved asset base. EXTERRAN ENERGY: Moody's Rates $400MM Sr. Unsecured Notes 'B1' -------------------------------------------------------------- Moody's Investors Service assigned first time ratings to Exterran Energy Solutions L.P including a B1 for its proposed $400 million senior unsecured notes. Moody's also assigned a Ba3 Corporate Family Rating (CFR), Ba3-PD Probability of Default Rating (PDR) and a SGL-2 Speculative Grade Liquidity Rating. The rating outlook is stable. The proceeds of the notes along with about $335 million of drawings under a new five year $750 million secured revolving credit facility will be used to pay off debt in its entirety at Exterran Holdings Inc. and to pay fees and expenses. These ratings were assigned: Exterran Energy Solutions LP Corporate Family Rating, assigned Ba3 Probability of Default Rating, assigned Ba3-PD Speculative Grade Liquidity Rating, assigned SGL-2 $400 million senior unsecured notes, assigned B1 (LGD5) The outlook is stable. RATINGS RATIONALE Exterran Energy's Ba3 Corporate Family Rating (CFR) is supported by its large fleet size and diversification in terms of customers and geography. The company also has moderate leverage and significant contracted revenue, which makes up about 80% of 2015 EBITDA and supports leverage metrics in a downturn. These strengths are tempered by the company's exposure to fluctuations in natural gas production and risks associated with conducting operations in international markets. Exterran Energy is one of the largest international natural gas compression services companies with 986 compressor units comprising approximately 1.2 million aggregate horsepower. The company provides contract operations and fabrication services in Latin American and the Eastern hemisphere. Pro forma for the $400 million notes issuance, Exterran Energy will have consolidated debt of approximately $770 million including operating lease adjustments of $32 million. The company also plans to decrease its outstanding revolver balance to around $150 million by the end of 2016 from approximately $300 million as of June 30, 2015 through the application of anticipated free cash flow. The modest amount of debt along with cash flow visibility from the operations contracts, fabrication backlog, and proceeds from the Venezuela settlement will maintain moderate debt to EBITDA around 2.4x metrics through 2016. The company is targeting to maintain reported debt to EBITDA below 2.5x during this downturn. Exterran Energy's SGL-2 Speculative Grade Liquidity Rating reflects good liquidity with approximately $25 million of cash and anticipated availability of about $315 million (after $89 million in letters of credit) under its $750 million revolving credit facility at June 30, 2015. Moody's expects $165 million of free cash flow through June 2016, which includes about $100 million of proceeds from the settlement with the Venezuela government. The revolving credit facility matures in July 2020 and will be subject to three financial covenants: EBITDA to interest of not less than 2.25 to 1; total debt to EBITDA of not greater than 4.5:1 and senior secured debt to EBITDA of not greater than 2.75:1. The company should be well in compliance with the covenants through June 2016. Exterran Energy has limited other sources of alternate liquidity given that its assets are largely encumbered. Exterran Energy's $750 million revolving credit facility is secured by a first priority lien on all of its North American assets. The credit facility does not have a direct lien on the assets owned by the foreign subsidiaries, but instead has a pledge on 65% of the stock of those subsidiaries. The $400 million of senior notes due 2022 is unsecured. The $400 million senior notes are rated B1, or one notch beneath the CFR, because of their junior position to the credit facility under Moody's Loss Given Default (LGD) Methodology. The stable outlook reflects that near term cash flow visibility and modest debt that will help maintain moderate leverage during the current commodity price downturn. The ratings could be considered for an upgrade if Exterran Energy EBITDA appears sustainable above $300 million while leverage remains below 2.5x. The rating could be downgraded if Exterran Energy's if EBITDA appears unsustainable above $200 million, and leverage appears likely to be sustained above 3.5x, which is most likely to occur as a result of a leveraging acquisition or from a disruption in its international operations. Exterran Energy Solutions L.P., is a wholly owned subsidiary of Exterran Corporation, a to be publicly listed international compression services and global fabrication company based in Houston, Texas. Exterran Energy is a spin-off of Exterran Holdings, Inc.'s (Ba2) international services and US-based fabrication businesses serving the global market. F&H ACQUISITION: Judge Extends Deadline to Remove Suits to Sept. 8 ------------------------------------------------------------------ U.S. Bankruptcy Judge Kevin Gross has given F&H Acquisition Corp. until Sept. 8, 2015, to file notices of removal of lawsuits involving the company and its affiliates. About F & H Acquisition Corp. Wichita, Kansas-based F & H Acquisition Corp., et al., owners of the Fox & Hound, Champps, and Bailey's Sports Grille casual dining restaurants, filed sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets. As of the bankruptcy filing, the Debtors had 101 restaurants located in 27 states and 6,000 employees. F & H disclosed $122 million in assets and $123 million in liabilities as of the Chapter 11 filing. The Debtors are represented by Robert S. Brady, Esq., Robert F. Poppiti, Jr., Esq., and Rodney Square, Esq., at Young, Conaway, Stargatt & Taylor, LLP of Wilmington, DE; and Adam H. Friedman, Esq., Jordana L. Nadritch, Esq., and Jonathan T. Koevary, Esq. at Olshan Frome Wolosky, LLP of New York, NY. Imperial Capital LLC as financial advisor; and Epiq Bankruptcy Solutions as claims and noticing agent. The Official Committee of Unsecured Creditors is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington; and Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Los Angeles, California. By order dated Feb. 28, 2014, the Court approved the sale of substantially all of the assets pursuant to an Asset Purchase Agreement, dated as of Feb. 7, 2014, by and among the Debtors and Cerberus Business Finance, LLC, as buyer. The sale closed on March 12, 2014. FANNIE MAE & FREDDIE MAC: Updated Conservatorship Litigation Chart ------------------------------------------------------------------ At http://bankrupt.com/gselitigationsummary201507.pdfeditors of the Troubled Company Reporter and Class Action Reporter have posted a chart, updated on July 14, 2015, organizing information about the 25 lawsuits complaining about how the Department of the Treasury and the Federal Housing Finance Administration are handling Fannie Mae and Freddie Mac's conservatorship proceedings. Unaltered, this chart may be freely shared with anyone for any purpose, notwithstanding that it is copyrighted by Bankruptcy Creditors' Service, Inc., and Beard Group, Inc., and all rights are reserved by the publishers. For additional information, contact Peter A. Chapman at peter@beard.com by e-mail or (215) 945-7000 by telephone. The newest lawsuit challenging the government's action is Saxton v. FHFA, Case No. 15-cv-00047 (N.D. Iowa). The plaintiffs are represented by Alexander M. Johnson and Sean P. Moore at Brown, Winick, Graves, Gross, Baskerville and Schoenebaum, P.L.C. The government's motions to dismiss are scheduled to be filed by Sept. 4, 2015, and briefing on those motions to dismiss should be completed by Nov. 23, 2015. Last week, the Honorable Margaret M. Sweeney entered an order in Fairholme v. U.S., Case No. 13-465 (Ct. Fed. Cl.), setting Sept. 4, 2015, as the date to complete jurisdictional discovery, and directing the parties to file a status report by Sept. 18, 2015, letting her know how they want to proceed. When jurisdictional discovery is completed, Fairholme should have what it needs to respond to the Government's motion to dismiss (Doc. 20, filed Dec. 9, 2013) Fairholme's complaint. The completion of jurisdictional discovery in Fairholme v. U.S. will also trigger in the Court of Federal Claims: (A) the filing of the Government's motion to dismiss Arrowood v. U.S.; (B) setting deadlines for the plaintiffs to file their responses to the Government's motions to dismiss Cacciapalle v. U.S., Fisher v. U.S., and Washington Federal v. U.S.; and (C) the filing of the Government's answers to or motions to dismiss the complaints filed in Rafter v. U.S. and Reid v. U.S. In Perry v. Lew, No. 14-5243 (D.C. Cir.), challenging Judge Lamberth's dismissal of Fannie and Freddie shareholders' lawsuits filed in the U.S. District Court for the District of Columbia, two opening briefs have been filed by: (1) the Institutional Appellants -- Perry Capital is represented by Theodore B. Olson and Matthew D. McGill at Gibson, Dunn & Crutcher LLP; Arrowood Indemnity is represented by Dentons US LLP; and Fairholme is represented by Charles C. Cooper at Cooper & Kirk PLLC; and (2) the Class Appellants -- the shareholder class is represented by Hamish P.M. Hume at Boies, Schiller & Flexner LLP, and lawyers at Bernstein Litowitz Berger & Grossmann LLP; Grant & Eisenhofer; Kessler Topaz Meltzer & Check, LLP; and Pomerantz Grossman Hufford Dahlstron & Gross LLP. Eight amici curiae have appeared in the appellate proceeding before the D.C. circuit in support of the shareholder-appellants: (a) the Center for Individual Freedom, represented by Myron T. Steele, Esq., at Potter Anderson & Corroon LLP (former Chief Justice of the Supreme Court of Delaware, a Judge of the Superior Court, and a Vice Chancellor of the Delaware Court of Chancery), arguing that the Net Worth Sweep is unenforceable and void ab initio under Delaware General Corporation Law Sec. 151(c); (b) the Independent Community Bankers of America, the Association of Mortgage Investors, former FDIC chairman William M. Isaac, and bank consultant Robert H. Hartheimer at Hartheimer LLC, represented by Dechert LLP, saying something's very wrong when shareholders would fair better and their rights are superior in a liquidation rather than a rehabilitation; (c) 60 Plus Association, Inc., represented by Holland & Knight LLP, examining the conservator-conservatee relationship and the duties of loyalty and prudence a conservator owes a conservatee; (d) the National Black Chamber of Commerce (supporting neither party), represented by Squire Patton Boggs (US) LLP, tell the court about Fannie and Freddie's importance in providing affordable conventional mortgages to African-Americans; (e) Investors Unite, represented by Mr. Krimminger, see n. 3, supra, offering his unique perspective as one of HERA's authors about how HERA was modeled on FDIC legislation, that nobody authoring HERA contemplated anything like the Third Amendment, and the Third Amendment is wrong; (f) former Fannie CFO J. Timothy Howard and the Coalition for Mortgage Security, represented by Consovoy McCarthy Park PLLC, providing the appellate tribunal with his insights into GSE accounting, his conclusion that the GSEs didn't need cash from Treasury to solve a liquidity problem, and how the one-sided nature of the deal makes it grossly unfair; (g) Pershing Square Capital Management, L.P. (the GSEs' largest shareholder), represented by Jones Day, talking about statutory construction, suggest rules for reading HERA, and urging the appeals court to reverse Judge Lamberth's decision and tell him to tell the conservator to conserve; and (h) Prof. Jonathan R, Macey at Yale Law School providing additional information, based on his research and expertise, about how the Third Amendment constitutes an improper regulatory takings by the government from GSE shareholders. Final briefs in Perry v. Lew are due Nov. 30, 2015. FIVE S PLUS: US Trustee Unable to Form Creditors' Committee ----------------------------------------------------------- The U.S. trustee overseeing the Chapter 11 case of Five S Plus, LLC wasn't able to form a committee of unsecured creditors due to insufficient number of creditors willing to serve on the committee, according to a filing with the U.S. Bankruptcy Court for the Western District of Louisiana. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Five S Plus Five S Plus, LLC, doing business as River Rouge Plantation of Louisiana, commenced a Chapter 11 bankruptcy case (Bankr. W.D. La. Case No. 15-80398) on April 10, 2015, in Alexandria, Louisiana, without stating a reason. Aaron L. Slayter, Jr., signed the petition as managing member. The case is assigned to Judge Henley A. Hunter. Laramie Henry, Esq., serves as counsel to the Debtor. Five S Plus -- http://www.fivesplus.com/-- owns the River Rouge Plantation, a 5,000-acre property located on the banks of the Red River, stretching from Boyce to Colfax, Louisiana. From then until now, the property has been used for cattle to graze, farming, and recreation. This property, formerly called Mead Plantation, or Meadland, dates back to the early 1800s, when it was owned by Joshua R. Mead and his family. The land changed hands several times, and in 2003, the farm was purchased by the Slayter family, owners of Five S Plus cattle company. FRED FULLER: July 15 Filing of Disclosure Statement and Plan ------------------------------------------------------------ Judge J. Michael Deasy of the U.S. Bankruptcy Court for the District of New Hampshire, at the behest of Fred Fuller Oil & Propane Co., Inc., extended the period by which the Debtor must file its Disclosure Statement and Plan to July 15, 2015. William S. Gannon, Esq., at William S. Gannon, PLLC, in Manchester, New Hampshire, said he has prepared and is in the process of reviewing with the Debtor's Chief Restructuring Officer a draft Disclosure Statement and Plan of Reorganization and they need a few days to discuss revisions to the Disclosure Statement and Plan and finalize the documents. Mr. Gannon added that since the hearing on the Disclosure Statement and Plan is not scheduled until October 20, 2015, the extension will not delay the confirmation process or prejudice any creditor or party in interest. The Debtor is represented by: William S. Ganon, Esq. WILLIAM S. GANON, PLLC 889 Elm Street, 4th Floor Manchester NH 03101 Telephone: (603)621-9500 Email: bgannon@gannonlawfirm.com About Fred Fuller Hudson, New Hampshire-based Fred Fuller Oil & Propane Co., Inc., the largest heating oil company in the state, serving about 30,000  New Hampshire customers. It sought Chapter 11 protection (Bankr. D. N.H. Case No. 14-12188) in Manchester, New Hampshire, on Nov. 10, 2014, without stating a reason. It estimated $10 million to  $50 million in assets and debt. The Nov. 10, 2014 court filing  shows that the Debtor has about $13.5 million in debts. Jeremy  Blackman at Concord Monitor reports that the Debtor owes more than  $276,000 to Harvard Pilgrim Health Care and nearly $94,000 to the  city of Laconia and the towns of Hudson, Milford and Northfield.   According to Concord Monitor, the bankruptcy case was initially  filed on Nov. 10 under Chapter 7, but that has since been terminated and replaced with a Chapter 11 restructuring proposal.   William S. Gannon, Esq., at William S. Gannon PLLC, in Manchester,  serves as counsel to the Debtor. Fredrick J. Fuller, the president, signed the bankruptcy petition.   On Feb. 12, 2015, the Office of the United States Trustee appointed an Official Committee of Unsecured Creditors. The Committee selected Brinkman Portillo Ronk, APC, as its counsel with Deming  Law Office acting "of counsel." GARY P. ELIOPOULOS: Bankr. Court Dismisses PAH Co.'s Suit --------------------------------------------------------- Judge Erik P. Kimball of the United States Bankruptcy Court for South Dakota of Florida, West Palm Beach Division, entered a judgment in favor of Gary P. Eliopoulus in the adversary complaint filed by PAH Co. against the Debtor. In 2000, PAH purchased the historic Leh-O-Mar building at 700 South Olive Avenue in West Palm Beach, Florida. PAH contracted with Europa Building Associates, Inc., a general contractor, to modify the building. PAH retained Mr. Eliopoulos' firm, Eliopoulos Architecture, Inc., to provide architectural services for the project. In December, 2001, Europa sued PAH over contract disputes and to foreclose on a claim of lien. PAH counter-sued Europa, and also sued both EA and Mr. Eliopoulos for professional negligence. In its proof of claim in the Chapter 7 case, PAH alleges damages against Mr. Eliopoulos in excess of $641,000. PAH presents six counts in its Complaint: Count I for denial of discharge under Section 727(a)(2)(A) of the Bankruptcy Code; Count II for denial of discharge under Section 727(a)(7); and Counts III through VI for exception from discharge under Section 523(a)(6) based on fraud in the inducement, intentional interference, conspiracy and intentional breach of the Florida Building Code. The adversary case is PAH CO., Plaintiff, v. GARY P. ELIOPOULOS, Defendant, ADV. CASE NO. 11-02657-EPK (Bankr., S.D. Fla.). The bankruptcy case is In re: GARY P. ELIOPOULOS, Chapter 7, Debtor, Case No. 11-19665-EPK, (Bankr. S.D. Fla.). A full-text copy of Judge Kimball's Memorandum Opinion dated June 26, 2015, is available at http://is.gd/mwWz6dfrom Leagle.com. GENERAL MOTORS: Stock Falls, Risk and Vulnerability Rise -------------------------------------------------------- Lou Whiteman, writing for The Deal, reported that shares of General Motors Co. hit a dubious milestone last week, falling below the level of the company's 2010 initial public offering price of $33 apiece, highlighting the automaker's continued vulnerability. According to the report, the weakness, attributable to general market malaise, fears over slower growth in China and uncertainty over the sustainability of near-record U.S. auto sales, has erased all of the gains GM made earlier this year after activists first pressured the company to return more cash to shareholders. Detroit-based GM capitulated to some of those demands in March, increasing its dividend and announcing plans to repurchase $5 billion of its stock, the report noted. 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. GFI GROUP: Fitch Hikes Senior Unsecured Debt Rating From 'BB+' -------------------------------------------------------------- Fitch Ratings upgraded GFI Group, Inc.'s senior unsecured debt to 'BBB-' from 'BB+'. GFI's long- and short-term Issuer Default Ratings (IDRs) remain unchanged at 'BB+/B' and the Rating Outlook remains Positive. KEY RATING DRIVERS SENIOR UNSECURED DEBT The upgrade reflects the introduction of an irrevocable and unconditional guarantee provided by BGC Partners, Inc. (BGC, 'BBB-/F3'; Stable Outlook) with respect to GFI's $240 million of senior unsecured debt due 2018. The guarantee ranks pari passu with BGC's senior unsecured obligations. BGC's motivation for the introduction of the guarantee is to obtain a rating upgrade on GFI's existing $240 million of senior unsecured debt, which bears interest based on a ratings-based formula. Depending on the rating actions of other nationally recognized statistical rating organizations, the interest rate on GFI's debt may step down to 8.375% from 9.375%, which would result in annual interest savings of $2.4 million. BGC is the majority owner of GFI. GFI's IDRs and Positive Outlook are unaffected at this time given that the guarantee is specifically applicable to the existing senior unsecured debt of GFI, and no other current/future indebtedness or obligations of GFI. For example, at March 31, 2015, GFI had $60 million outstanding under its bank credit facility. BGC's ratings are also unaffected by the assumption of the debt obligations, via the guarantee, as Fitch's analysis of BGC already considered BGC's leverage and interest coverage on both a consolidated (inclusive of GFI) and stand-alone basis. Fitch continues to view GFI as a strategically important subsidiary of BGC and therefore, GFI's IDR is notched one notch below BGC's. Fitch's view of GFI as a strategically important subsidiary of BGC reflects the majority ownership and voting control of GFI by BGC and the strong financial and strategic synergies between the two companies. Fitch does not view GFI as a core subsidiary of BGC given the lack of an explicit assumption of all of GFI's current/future obligations by BGC and BGC's explicit statement to maintain, at this time, separately branded operations. The Positive Outlook continues to reflect the potential for additional steps that might be taken by BGC and GFI over the Outlook horizon which could result in an equalization of the ratings between the two entities, such as a more formal integration of GFI, a broader guarantee of GFI's current/future obligations, extinguishment of all of GFI's unguaranteed senior obligations and/or cessation of operations as separately branded operations. RATING SENSITIVITIES SENIOR UNSECURED DEBT Given the presence of an irrevocable and unconditional guarantee provided by BGC, GFI's senior unsecured debt rating is expected to move in step with any changes in BGC's ratings. BGC's ratings could be negatively impacted by a failure to achieve planned cost synergies, or an inability to sustain EBITDA or reduce debt levels, which leads consolidated leverage to increase above 2.5x or consolidated interest coverage to fall below 6.0x, on a sustained basis. Increased shareholder-friendly activities, including increased dividends or outsized share buybacks that materially impact the company's liquidity would also be viewed negatively from a rating perspective. BGC's ratings are equalized with those of its parent, Cantor Fitzgerald, L.P. (Cantor, 'BBB-'; Stable Outlook), as Fitch considers BGC to be a core subsidiary of Cantor due to the significant operational and financial linkages between the two companies. As a result, any changes in Cantor's ratings could also result in changes to BGC's ratings. Positive rating momentum for BGC, although limited in the medium term, could be driven by the successful integration of GFI and a sustained increase in profit margins, while maintaining conservative leverage and interest coverage metrics. Fitch has taken the following rating action: GFI Group, Inc. Senior Unsecured Debt upgraded to 'BBB-' from 'BB+'. GFI GROUP: S&P Raises Issuer Credit & Debt Ratings From 'BB+' ------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its issuer credit and debt ratings on GFI Group Inc. to 'BBB-' from 'BB+' and removed them from CreditWatch. The ratings were originally placed on CreditWatch on July 30, 2014, and the implications were revised to positive on March 9, 2015. The outlook is stable. "The rating action is based on our view that BGC Partners Inc.'s recent announcement that it has put in place a guarantee of GFI's senior notes, coupled with its controlling ownership and plans to complete a full merger, demonstrates group support consistent with "core" group status for GFI," said Standard & Poor's credit analyst Robert Hoban. S&P's issuer credit and senior debt ratings on GFI are now one notch lower than ultimate parent Cantor Fitzgerald's group credit profile ('bbb'), reflecting GFI's structural subordination as a nonoperating holding company. The stable outlook on GFI reflects the stable outlook on Cantor Fitzgerald. The stable outlook on Cantor Fitzgerald reflects S&P's expectation that the company will complete the sale of Trayport and use the proceeds to restore its risk-adjusted capital ratio above 10% and improve its funding and liquidity metrics over the next six months. S&P could lower its ratings on Cantor Fitzgerald if the company's capital and its funding and liquidity do not improve in line with its expectations. Additionally, S&P could lower the rating if Cantor Fitzgerald significantly increases its principal risk exposure or suffers an unexpected loss. S&P could lower the ratings on GFI if BGC or Cantor were to reduce its commitment to GFI or otherwise cause us to question GFI's core strategic importance to the group. This could happen if S&P believed the merger and ongoing integration of GFI was at risk. S&P could also lower the ratings if it downgraded BGC or Cantor Fitzgerald. S&P is unlikely to upgrade Cantor or GFI over the next 12 to 18 months. However, S&P would upgrade GFI if it upgraded Cantor Fitzgerald and BGC. GIGAMEDIA LIMITED: Gets Grace Period for Nasdaq Listing Compliance ------------------------------------------------------------------ GigaMedia Limited, an online games and computing services provider, on July 10 disclosed that it has received a positive determination from the Nasdaq Stock Market on July 9, 2015 granting approval on the Company's request to an additional 180-day grace period. The Company's securities will continue to trade on Nasdaq Capital Market effective on Tuesday, July 14, 2015 under the symbol "GIGM." As previously reported, GigaMedia was notified by Nasdaq on January 14, 2015, that it no longer satisfied the minimum bid price requirement for continued listing of $1.00 per share, as set forth in Nasdaq Listing Rule 5450(a)(1). The Company is being afforded an additional 180-day grace period to regain compliance with the Nasdaq's minimum bid price requirement upon transfer to the Capital Market. In order to regain compliance, the minimum bid price per share of the Company's common stock must be at least $1.00 for at least ten consecutive business days during the additional 180-day grace period, which will end on January 11, 2016. If the Company fails to regain compliance during this second grace period, the Company's common stock will be subject to delisting by Nasdaq. The Company has provided written notice of its intention to cure the minimum bid price deficiency during the second grace period by effecting a reverse stock split if necessary. About GigaMedia Headquartered in Taipei, Taiwan, GigaMedia Limited (Singapore registration number: 199905474H) -- http://www.gigamedia.com-- is a diversified provider of online games and cloud computing services. GigaMedia's online games business is an innovative leader in Asia with growing game development, distribution and operation capabilities, as well as platform services for games; focus is on mobile games and social casino games. The company's cloud computing business is focused on providing enterprises in Greater China with critical communications services and IT solutions that increase flexibility, efficiency and competitiveness. GRAND CENTRAL FUNDING: Case Summary & Largest Unsecured Creditor ---------------------------------------------------------------- Debtor: Grand Central Funding, Inc. 10 Buckingham Drive Alpine, NJ 07620 Case No.: 15-23112 Chapter 11 Petition Date: July 13, 2015 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. Vincent F. Papalia Debtor's Counsel: David L. Stevens, Esq. SCURA, WIGFIELD, HEYER & STEVENS, LLP 1599 Hamburg Turnpike Wayne, NJ 07470 Tel: 973-696-8391 Email: dstevens@scuramealey.com Total Assets: $0 Total Liabilities: $5.2 million The petition was signed by Stephanie Wolfer, president. The Debtor listed Citimortgage, Inc. as its largest unsecured creditor holding a claim of $5.2 million. A copy of the petition is available at: http://bankrupt.com/misc/njb15-23112.pdf GREEKTOWN HOLDINGS: Dist. Ct. Reverses Ruling Over Tribe Immunity ----------------------------------------------------------------- District Judge Paul D. Borman for the Eastern District of Michigan reversed Bankruptcy Judge Walter J. Shapero's August 13, 2014 Opinion and Order denying a motion to dismiss filed by Sault St. Marie Tribe of Chippewa Indians and Kewadin Casinos Gaming Authority in an adversary proceeding in the Chapter 11 case of Greektown Holdings, LLC. On May 28, 2010, the Adversary Proceeding was commenced, The Official Committee of Unsecured Creditors on Behalf of the Estate of Greektown Holdings, LLC v. Dimitrios ("Jim") Papas, Viola Papas, Ted Gatzaros, Maria Gatzaros, Barden Development, Inc., Lac Vieux Desert Band of Lake Superior Chippewa Indians, Sault Ste. Marie Tribe of Chippewa Indians, Kewadin Casinos Gaming Authority, and Barden Nevada Gaming, LLC, (E.D. Mich. Bankr. Adv. Pro. No. 10-05712). The Complaint in the Adversary Proceeding alleges that $177 million was fraudulently transferred by the debtor, Greektown Holdings, LLC, to the Defendants for no or inadequate consideration. The Complaint alleges that the fraudulent transfers from Holdings may be avoided and recovered under sections 544 and 550 of the Bankruptcy Code, 11 U.S.C. Sec. 101, et seq., and under the Michigan Uniform Fraudulent Transfers Act (Mich. Comp. Laws Sec. 566.31, et seq.). Shortly after the Adversary Proceeding was commenced, on June 25, 2010, the Tribe filed a motion to dismiss the MUFTA claims against it on the grounds of sovereign immunity. The Litigation Trustee opposed the motion and the Tribe replied. Subsequently the parties stipulated to bifurcate the hearing on the motion to dismiss to first decide the purely legal question of whether Congress, in Section 106(a) of the Bankruptcy Code, abrogated the Tribe's sovereign immunity and thereafter, if necessary, to decide whether the Tribe waived its sovereign immunity by participating in the Bankruptcy proceedings. The Bankruptcy Court heard oral argument on December 29, 2010, and took the matter under advisement. While the issue of sovereign immunity was still under advisement in the Bankruptcy Court, in 2012 the Tribe and the Litigation Trustee reached a settlement, filed a motion to have the settlement approved and requested that the Bankruptcy Court hold off ruling on the Tribe's motion to dismiss pending a decision on the Settlement Motion. The District Court approved the Settlement Agreement, which contained a claims bar order that was an important aspect of the Settlement Agreement. The non-settling Defendants in the Adversary Proceeding, Maria Gatzaros, Ted Gatzaros, Dimitrios Papas and Viola Papas, appealed the Court's Order approving the Settlement Agreement, objecting to the inclusion of the claims bar order. The Sixth Circuit reversed and remanded with instructions to the District Court to reconsider the propriety and scope of the claims bar order. With the claims bar order under fire, the parties stipulated in the District Court to withdraw the motion for an order approving the settlement and the case was dismissed. The parties thereafter agreed to voluntary mediation before Bankruptcy Chief Judge Phillip Shefferly in an effort to resolve all of the claims against the all of the remaining Defendants in the MUFTA Adversary Proceeding. Despite their efforts under Judge Shefferly's guidance, the parties were unable to achieve a settlement of the Adversary Proceeding. To date, a global settlement has not been reached. On June 9, 2015, with settlement negotiations at a standstill, the Tribe renewed its 2010 motion to dismiss on the grounds of sovereign immunity. On June 27, 2015, the Litigation Trustee responded and opposed the motion. The Tribe replied and the Bankruptcy Court heard oral argument on July 21, 2014. On August 13, 2014, the Bankruptcy Court issued its Opinion and Order Denying the Tribe's Renewed and Supplemented Motion, concluding that "Congress sufficiently, clearly, and unequivocally intended to abrogate [the Tribe's] sovereign immunity in [section 106 of the Bankruptcy Code]." On appeal, the Tribe challenges the Bankruptcy Court's ruling in the adversary proceeding that Congress intended to abrogate tribal sovereign immunity from suit in section 106(a) of the Bankruptcy Code when it abrogated the sovereign immunity of "governmental unit[s]," and further defined a "governmental unit" in section 101(27) of the Bankruptcy Code to include "other . . . domestic government[s]." The Tribe appeals the Bankruptcy Court's Order denying its motion to dismiss based on sovereign immunity, arguing that the failure of the Legislature to clearly and unequivocally manifest an intent to abrogate tribal sovereign immunity when describing the entities whose sovereign immunity was abrogated under the Bankruptcy Code requires dismissal of the claims against it in the Bankruptcy Court Adversary Proceeding. The Litigation Trustee responds that the Legislature need not invoke the magic words "Indian tribes" when intending to remove the cloak of sovereign immunity that otherwise shields Indian tribes from suits against them and argues that the Legislature clearly and equivocally intended just that when it included the catchall phrase "or other . . . domestic government" in section 101(27) of the Bankruptcy Code when defining the term "governmental unit." According to Judge Borman, the District Court cannot say "with perfect confidence" that Congress intended, by using the generic phrase "other domestic governments" in Sec. 101(27), to clearly, unequivocally, unmistakably and without ambiguity abrogate tribal sovereign immunity in Sec. 106(a) of the Bankruptcy Code. Accordingly, the Court reverses the Bankruptcy Court's Order, finds that Congress did not clearly and unequivocally express an intent to abrogate the sovereign immunity of Indian tribes in section 106(a) of the Bankruptcy Code, and remands this matter to the Bankruptcy Court for further proceedings to address the limited factual issue of whether the Tribe, while enjoying sovereign immunity from suit under the relevant provisions of the Bankruptcy Code, nonetheless waived that immunity in this proceeding. The case is, BUCHWALD CAPITAL ADVISORS, LLC, solely in its capacity as Litigation Trustee for the Greektown Litigation Trust, Plaintiff, v. DIMITROS ("JIM") PAPAS, et al., Defendants. SAULT STE. MARIE TRIBE OF CHIPPEWA INDIANS; KEWADIN CASINOS GAMING AUTHORITY, Appellants, v. BUCHWALD CAPITAL ADVISORS, LLC, Litigation Trustee for the Greektown Litigation Trust, Appellees, Adv. Pro. 10-05712, Case No. 14-14103 (E.D. Mich.). A copy of the District Court's June 9, 2015 Opinion and Order is available at http://is.gd/lUzwHQfrom Leagle.com. About Greektown Holdings Based in Detroit, Michigan, Greektown Holdings, LLC, and its affiliates -- http://www.greektowncasino.com/-- operate world- class casino gaming facilities located in Detroit's historic Greektown district featuring more than 75,000 square feet of casino gaming space with more than 2,400 slot machines, over 70 tables games, a 12,500-square foot salon dedicated to high limit gaming and the largest live poker room in the metropolitan Detroit gaming market. The Company and seven of its affiliates filed for Chapter 11 protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-53104). The Debtors hired Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, as their bankruptcy counsel; Judy B. Calton, Esq., at Honigman Miller Schwartz and Cohn LLP, as their special counsel; Conway MacKenzie & Dunleavy as their financial advisor, and Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent. The Official Committee of Unsecured Creditors tapped Clark Hill PLC as its counsel. Greektown Holdings listed assets and debts of $100 million to $500 million in its bankruptcy petition. On June 1, 2009, the Debtors filed a proposed Chapter 11 Plan of Reorganization. On Dec. 7, 2009, certain noteholder entities, the Official Committee of Unsecured Creditors of the Debtors, and Deutsche Bank Trust Company Americas, as indenture trustee, proposed their own plan of reorganization for the Debtors. On Jan. 22, 2010, the Bankruptcy Court entered an order confirming the Noteholder Plan. The Plan was declared effective on June 30, 2010, after Greektown Casino Hotel obtained unanimous approval from the Michigan Gaming Control Board on June 28 of the transfer of the Company's ownership from the Sault Ste. Marie Tribe of Chippewa Indian to new investors. HERCULES OFFSHORE: Begins Solicitation of Votes for Prepack Plan ---------------------------------------------------------------- Hercules Offshore, Inc. on July 13 disclosed that it commenced a solicitation of votes for a prepackaged plan of reorganization from holders of its 10.25% senior notes due 2019, 8.75% senior notes due 2021, 7.5% senior notes due 2021, 6.75% senior notes due 2022, 7.375% senior notes due 2018 and 3.375% convertible senior notes due 2038. Votes on the prepackaged plan must be received by Prime Clerk, the Company's voting agent, by August 12, 2015, unless the deadline is extended. The record date for voting has been set for July 13, 2015. Solicitation materials will be mailed on or about July 13, 2015 to creditors of record that are entitled to vote. The prepackaged plan of reorganization provides that claims of trade creditors, suppliers and employees will be paid in full. As previously disclosed, on June 17, 2015 the Company entered into a restructuring support agreement with Noteholders who held approximately 67% of the aggregate outstanding principal amount of the Company's notes. The terms of the consensual financial restructuring would support a substantial deleveraging transaction pursuant to which approximately $1.2 billion of the Company's outstanding notes would be converted to 96.9% of new common equity, and $450 million in new backstop debt financing would be provided, which would fully fund the remaining construction cost of the Hercules Highlander and provide additional liquidity to fund the Company's operations. The Company's current shareholders, despite being substantially "out of the money" as described in the Plan, would have the opportunity to receive their pro rata portion of the remaining 3.1% of the new common equity, as well as certain warrants described in Plan and the Agreement, subject to the requirements of the Plan. The Company and the consenting Noteholders agreed to complete the restructuring through a prepackaged plan of reorganization. Assuming the Company receives the required acceptances, the Company intends to commence a prepackaged Chapter 11 case shortly after the conclusion of the solicitation period. The Company recommends that Noteholders refer to the information and the limitations and qualifications discussed in the Solicitation and Disclosure Statement, including the attached Plan. Information contained in the Solicitation and Disclosure Statement, including the attached Plan, is subject to change, whether as a result of amendments, actions of third parties or otherwise. There can be no assurances that the Plan will be approved or confirmed pursuant to the Bankruptcy Code. This press release is for information purposes only and is not a solicitation to accept or reject the proposed prepackaged plan of reorganization referred to herein or an offer to sell or a solicitation of an offer to buy any securities of the Company. Any solicitation or offer to sell will be made pursuant to and in accordance with the Solicitation and Disclosure Statement distributed to Noteholders and applicable law. Noteholders seeking additional information about the balloting process may contact Prime Clerk, LLC, by phone at +1 (844) 241-2770 (Domestic, Toll Free) or +1 (929) 342-0757 (International), or by email at herculesballots@primeclerk.com A form of the Solicitation and Disclosure Statement and Plan of Reorganization, which provides a substantial description of the proposed reorganization, can be accessed via the Internet at http://cases.primeclerk.com/hercules About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. Hercules Offshore reported a net loss of $216 million in 2014, compared with a net loss of $68.1 million in 2013. As of March 31, 2015, the Company had $1.93 billion in total assets, $1.37 billion in total liabilities and $559 million in stockholders' equity. * * * The TCR reported in March 2015 that Moody's Investors Service downgraded Hercules Offshore, Inc.'s Corporate Family Rating to Caa2 from B2. The Caa2 Corporate Family Rating (CFR) reflects the company's contract roll-off and sparse contract coverage through the June 2016, its aging fleet, and the projection for a deterioration of its liquidity position. As reported by the TCR on June 22, 2015, Standard & Poor's Ratings Services lowered its corporate credit rating on Houston-based offshore driller Hercules Offshore Inc. to 'CC' from 'CCC+'. The downgrade follows the Company's announcement that it has entered into a restructuring support agreement with a steering group of the company's senior noteholders, collectively owning or controlling in excess of 67% of the aggregate outstanding principal amount of the company's 10.25% senior notes due 2019, 8.75% senior notes due 2021, 7.5% senior notes due 2021, and 6.75% senior notes due 2022. HERCULES OFFSHORE: Soliciting Votes for Prepackaged Reorg. Plan --------------------------------------------------------------- Hercules Offshore, Inc., announced that it commenced a solicitation of votes for a prepackaged plan of reorganization from holders of its 10.25% senior notes due 2019, 8.75% senior notes due 2021, 7.5% senior notes due 2021, 6.75% senior notes due 2022, 7.375% senior notes due 2018 and 3.375% convertible senior notes due 2038. Votes on the prepackaged plan must be received by Prime Clerk, the Company's voting agent, by Aug. 12, 2015, unless the deadline is extended. The record date for voting has been set for July 13, 2015. Solicitation materials will be mailed on or about July 13, 2015, to creditors of record that are entitled to vote. The prepackaged plan of reorganization provides that claims of trade creditors, suppliers and employees will be paid in full. As previously disclosed, on June 17, 2015, the Company entered into a restructuring support agreement with Noteholders who held approximately 67% of the aggregate outstanding principal amount of the Company's notes. The terms of the consensual financial restructuring would support a substantial deleveraging transaction pursuant to which approximately $1.2 billion of the Company's outstanding notes would be converted to 96.9% of new common equity, and $450 million in new backstop debt financing would be provided, which would fully fund the remaining construction cost of the Hercules Highlander and provide additional liquidity to fund the Company's operations. The Company's current shareholders, despite being substantially "out of the money" as described in the Plan, would have the opportunity to receive their pro rata portion of the remaining 3.1% of the new common equity, as well as certain warrants described in Plan and the Agreement, subject to the requirements of the Plan. The Company and the consenting Noteholders agreed to complete the restructuring through a prepackaged plan of reorganization. Assuming the Company receives the required acceptances, the Company intends to commence a prepackaged Chapter 11 case shortly after the conclusion of the solicitation period. The Company recommends that Noteholders refer to the information and the limitations and qualifications discussed in the Solicitation and Disclosure Statement, including the attached Plan. Information contained in the Solicitation and Disclosure Statement, including the attached Plan, is subject to change, whether as a result of amendments, actions of third parties or otherwise. There can be no assurances that the Plan will be approved or confirmed pursuant to the Bankruptcy Code. Noteholders seeking additional information about the balloting process may contact Prime Clerk, LLC, by phone at +1 (844) 241-2770 (Domestic, Toll Free) or +1 (929) 342-0757 (International), or by email at herculesballots@primeclerk.com. A form of the Solicitation and Disclosure Statement and Plan of Reorganization, which provides a substantial description of the proposed reorganization, can be accessed via the Internet at http://cases.primeclerk.com/hercules. A copy of the Solicitation and Disclosure Statement for the Joint Prepackaged Plan of Reorganization is available at: http://is.gd/6yAJYB About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. Hercules Offshore reported a net loss of $216 million in 2014, compared with a net loss of $68.1 million in 2013. As of March 31, 2015, the Company had $1.93 billion in total assets, $1.37 billion in total liabilities and $559 million in stockholders' equity. * * * The TCR reported in March 2015 that Moody's Investors Service downgraded Hercules Offshore, Inc.'s Corporate Family Rating to Caa2 from B2. The Caa2 Corporate Family Rating (CFR) reflects the company's contract roll-off and sparse contract coverage through the June 2016, its aging fleet, and the projection for a deterioration of its liquidity position. As reported by the TCR on June 22, 2015, Standard & Poor's Ratings Services lowered its corporate credit rating on Houston-based offshore driller Hercules Offshore Inc. to 'CC' from 'CCC+'. The downgrade follows the Company's announcement that it has entered into a restructuring support agreement with a steering group of the company's senior noteholders, collectively owning or controlling in excess of 67% of the aggregate outstanding principal amount of the company's 10.25% senior notes due 2019, 8.75% senior notes due 2021, 7.5% senior notes due 2021, and 6.75% senior notes due 2022. HEWETT'S ISLAND I-R: Moody's Affirms Ba3 Rating on Class E Notes ---------------------------------------------------------------- Moody's Investors Service has upgraded the ratings on these notes issued by Hewett's Island CLO I-R, Ltd.: $11,250,000 Class C Third Priority Senior Secured Deferrable Floating Rate Notes Due 2019, Upgraded to Aa2 (sf); previously on October 29, 2014 Upgraded to A1 (sf) $9,900,000 Class D Fourth Priority Mezzanine Secured Deferrable Floating Rate Notes Due 2019, Upgraded to Baa2 (sf); previously on Oct. 29, 2014 Upgraded to Baa3 (sf) Moody's also affirmed the ratings on these notes: $195,850,000 Class A First Priority Senior Secured Floating Rate Notes Due 2019 (current outstanding balance of $75,527,600.52), Affirmed Aaa (sf); previously on Oct. 29, 2014 Affirmed Aaa (sf) $15,700,000 Class B Second Priority Senior Secured Floating Rate Notes Due 2019, Affirmed Aaa (sf); previously on October 29, 2014 Upgraded to Aaa (sf) $10,300,000 Class E Fifth Priority Mezzanine Secured Deferrable Floating Rate Notes Due 2019 (current outstanding balance of $6,900,573.79), Affirmed Ba3 (sf); previously on October 29, 2014 Affirmed Ba3 (sf). Hewett's Island CLO I-R, Ltd., issued in November 2007, is a collateralized loan obligation backed primarily by a portfolio of senior secured loans. The transaction's reinvestment period ended in Nov. 2013. RATINGS RATIONALE These rating actions are primarily a result of deleveraging of the senior notes and an increase in the transaction's over-collateralization ratios since Oct. 2014. The Class A notes have been paid down by approximately 36% or $43.3 million since that time. Based on the trustee's June 2015 report, the over-collateralization (OC) ratios for the Class A/B, Class C, Class D and Class E notes are reported at 137.9%, 122.7%, 111.9% and 105.4%, respectively, versus October 2014 levels of 125.4%, 115.7%, 108.3% and 103.7% respectively. Factors that Would Lead to an Upgrade or Downgrade of the Rating: This transaction is subject to a number of factors and circumstances that could lead to either an upgrade or downgrade of the ratings: (1) Macroeconomic uncertainty: CLO performance is subject to a) uncertainty about credit conditions in the general economy and b) the large concentration of upcoming speculative-grade debt maturities, which could make refinancing difficult for issuers. (2) Collateral Manager: Performance can also be affected positively or negatively by a) the manager's investment strategy and behavior and b) differences in the legal interpretation of CLO documentation by different transactional parties owing to embedded ambiguities. (3) Collateral credit risk: A shift towards collateral of better credit quality, or better credit performance of assets collateralizing the transaction than Moody's current expectations, can lead to positive CLO performance. Conversely, a negative shift in credit quality or performance of the collateral can have adverse consequences for CLO performance. (4) Deleveraging: An important source of uncertainty in this transaction is whether deleveraging from unscheduled principal proceeds will continue/commence and at what pace. Deleveraging of the CLO could accelerate owing to high prepayment levels in the loan market and/or collateral sales by the manager, which could have a significant impact on the notes' ratings. Note repayments that are faster than Moody's current expectations will usually have a positive impact on CLO notes, beginning with those with the highest payment priority. (5) Recovery of defaulted assets: Fluctuations in the market value of defaulted assets reported by the trustee and those that Moody's assumes as having defaulted could result in volatility in the deal's OC levels. Further, the timing of recoveries and whether a manager decides to work out or sell defaulted assets create additional uncertainty. Moody's analyzed defaulted recoveries assuming the lower of the market price and the recovery rate in order to account for potential volatility in market prices. Realization of higher than assumed recoveries would positively impact the CLO. (6) Long-dated assets: The presence of assets that mature after the CLO's legal maturity date exposes the deal to liquidation risk on those assets. This risk is borne first by investors with the lowest priority in the capital structure. Moody's assumes that the terminal value of an asset upon liquidation at maturity will be equal to the lower of an assumed liquidation value (depending on the extent to which the asset's maturity lags that of the liabilities) or the asset's current market value. In addition to the base case analysis, Moody's also conducted sensitivity analyses to test the impact of a number of default probabilities on the rated notes relative to the base case modeling results, which may be different from the current public ratings of the notes. Below is a summary of the impact of different default probabilities (expressed in terms of WARF) on all of the rated notes (by the difference in the number of notches versus the current model output, for which a positive difference corresponds to lower expected loss): Moody's Adjusted WARF -- 20% (1921) Class A: 0 Class B: 0 Class C: +1 Class D: +2 Class E: +2 Moody's Adjusted WARF + 20% (2881) Class A: 0 Class B: 0 Class C: -2 Class D: -2 Class E: 0 Loss and Cash Flow Analysis: The key model inputs Moody's used in its analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on its published methodology and could differ from the trustee's reported numbers. In its base case, Moody's analyzed the collateral pool as having a performing par and principal proceeds balance of $124.4 million, defaulted par of $3.2 million, a weighted average default probability of 11.66% (implying a WARF of 2401), a weighted average recovery rate upon default of 51.68%, a diversity score of 29 and a weighted average spread of 2.76% (before accounting for LIBOR floors). Moody's incorporates the default and recovery properties of the collateral pool in cash flow model analysis where they are subject to stresses as a function of the target rating on each CLO liability reviewed. Moody's derives the default probability from the credit quality of the collateral pool and Moody's expectation of the remaining life of the collateral pool. The average recovery rate for future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and the collateral manager's latitude for trading the collateral are also factors. HOTI ENTERPRISES: 2nd Circ. Affirms $256K Damages Award ------------------------------------------------------- The United States of Court of Appeals for the Second District affirmed a district court's order affirming a bankruptcy court's judgment directing payment of $256,774 in damages by Victor Dedvukaj and Hoti Enterprises, L.P., for violations of terms of a previous order confirming a Chapter 11 plan of reorganization and multiple subsequent contempt orders. The Second Circuit found that the record reflects that the Bankruptcy Court carefully and independently reviewed the attorney time and expense reports to ensure that they were reasonable and commensurate with the tasks undertaken and the hourly rates of competitors in the marketplace. Dedvukaj's claim that the Bankruptcy Court merely "rubber stamped" the requested fees, is directly contradicted by the record reflecting the Bankruptcy Court's thorough assessment of the submitted time records, identification of vague and unreimbursable entries amounting to approximately ten percent of requested damages, and commensurate reduction of the damages awarded in the Payment Order, the Second Circuit ruled. The appeals case is VICTOR DEDVUKAJ, Debtor-Appellant, v. GECMC 2007 C-1 BURNETT STREET, LLC, Creditor-Appellee, Case No. 14-996-BK, (2d Circ.). A full-text copy of the Second Circuit's Summary Order dated July 6, 2015, is available at http://is.gd/kJ4hgnfrom Leagle.com. Arnold E. DiJoseph, Esq., of Arnold E. DiJoseph, P.C., serves as counsel for Debtor-Appellant. George B. South, III, Esq. -- george.south@dlapiper.com -- and Daniel G. Egan, Esq. (on Brief) -- daniel.egan@dlapiper.com -- of DLA Piper LLP (US) serve as counsel for Creditor-Appellee. About Hoti Enterprises Harrison, New York-based Hoti Enterprises, LP, is a single asset real estate holding company that owns an apartment complex located at 2801 Fillmore Avenue, 3001 Avenue R and 2719 Fillmore Avenue -- collectively, known as 1865 Burnett Street -- in Brooklyn, New York. Hoti Realty Management Co., Inc., was in the business of owning and operating a management company that managed the apartment complex. Hoti filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-24129) on Oct. 12, 2010. Hoti Enterprises estimated its assets and debts at $10 million to $50 million. Tanya Dwyer, Esq., at Dwyer & Associates, LLC, in New York, represents the Debtors as counsel. Affiliate Hoti Realty Management Co., Inc. also filed a Chapter 11 petition (Bankr S.D.N.Y. Case No. 10-24130) on the same day, listing under $1 million in both assets and debts. A receiver of rents was appointed against Hoti Enterprises pre- bankruptcy pursuant to a foreclosure proceeding commenced by GECMC 2007-C-1 Burnett Street, Hoti's mortgagee and largest secured creditor. No Official Committee of Unsecured Creditors has been appointed in the case. IMRIS INC: Meeting of Creditors Set for July 15 ----------------------------------------------- The meeting of creditors of IMRIS Inc. is set to be held on July 15, 2015 at 10:00 a.m. (Eastern Time), according to a filing with the U.S. Bankruptcy Court in Delaware. The meeting will be held at J. Caleb Boggs Federal Building, 2nd Floor, Room 2112, 844 King Street, in Wilmington, Delaware. The court overseeing the bankruptcy case of a company schedules the meeting of creditors usually about 30 days after the bankruptcy petition is filed. The meeting is called the "341 meeting" after the section of the Bankruptcy Code that requires it. A representative of the company is required to appear at the meeting and answer questions under oath. The meeting is presided over by the U.S. trustee, the Justice Department's bankruptcy watchdog. About IMRIS Inc. Based in Minnetonka, Minnesota, IMRIS Inc. -- http://www.imris.com/ -- designs, manufactures and markets image guided therapy systems. IMRIS's VISIUS Surgical Theatre systems enhance the effectiveness magnetic resonance systems, x-ray fluoroscopy systems, and computed tomography (CT) systems in medical procedures. IMRIS and its affiliated companies commenced Chapter 11 bankruptcy cases (Bankr. D. Del. Lead Case No. 15-11133) in Delaware on May 25, 2015, with a deal to sell to Deerfield Management Company, L.P., for a credit bid of $9.50 million, absent higher and better offers. The Debtors tapped the law firms of DLA Piper LLP (US) and DLA Piper (Canada) LLP as counsel; Imperial Capital, LLC, as investment banker, FTI Consulting, Inc.'s Andrew Hinkelman as chief restructuring officer; and Kurtzman Carson Consultants LLC as claims and noticing agent. IMRIS estimated $10 million to $50 million in assets and liabilities. On June 4, 2015, the U.S. Trustee appointed three members to the Official Committee of Unsecured Creditors. The members of the Committee are: (i) Trumpf Medical Systems, Inc., (ii) Siemens Medical Solutions, USA, Inc., and (iii) ETSâˆ’Lindgren Inc. The Committee selected Steven K. Kortanek, Esq., Kevin J. Mangan, Esq., and Thomas M. Horan, Esq., at Womble Carlyle Sandridge & Rice, LLP, in Wilmington, Delaware, as counsel. IPC INTERNATIONAL: Court Confirms Ch. 11 Plan of Liquidation ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware, on July 10, 2015, issued a findings of fact, conclusions of law and order confirming the First Amended Joint Plan of Liquidation of IPC International Corporation and The Security Network Holdings Corporation. Jeffrey R. Miller, a senior consultant with Kurzman Carson Consultants LLC, filed a declaration stating that 90.20% of Class IV - General Unsecured Claims -- the only class entitled to vote under the Plan -- voted to accept the Plan, while 9.80% voted to reject the Plan. The Debtors, in support of confirmation of the Plan, stated that the Plan represents an agreement between the Debtors and their professionals on the one hand and the Official Committee of Unsecured Creditors and its professionals on the other hand. Under the Plan, holders of impaired claims will obtain a recovery that is equal to or greater than they would obtain if the cases were converted to cases under Chapter 7 of the Bankruptcy Code. Constadinos D. Tsitsis, a managing partner at Silverman Consulting Group, Inc., who prepared the liquidation analysis included in the Disclosure Statement explaining the Plan, said that for each class of claims or interests that is impaired under the Plan, each holder of a claim in that class has accepted the Plan or will receive or retain under the Plan on account of that claim property of a value that is not less than the amount that holder would receive or retain if the Debtors were liquidated on the effective date under Chapter 7 of the Bankruptcy Code. About IPC International Based in Bannockburn, Illinois, IPC International Corp., a provider of security services for 350 shopping malls, filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 13-12050) on Aug. 9, 2013, in Delaware after signing a contract for Universal Protection Services LLC to buy the business, subject to higher and better offers at an auction. Bankruptcy was the result of losses on a U.K. affiliate that was sold, as well as competition and the cost of liability insurance. Scott M. Strong signed the petition as chief financial officer. The Debtor estimated assets and debts of at least $10 million. Jeremy William Ryan, Esq., and Etta R. Mayers, Esq., at Potter Anderson & Corroon, LLP, serves as local counsel. Paul V. Possinger, Esq., and Brandon W. Levitan, Esq., at Proskauer Rose, LLP, serve as the Debtor's general bankruptcy counsel. Silverman Consulting, LLC, acts as the Debtor's financial advisor and Livingstone Partners, LLP, serves as the Debtor's investment banker. KCC is the Debtor's noticing, claims and balloting agent. Judge Mary F. Walrath presides over the case. The Debtor disclosed $21,959,100 in assets and $31,056,575 in liabilities as of the Chapter 11 filing. Liabilities include $6.9 million on a revolving credit and $10.4 million on term loans owing to PrivateBank & Trust Co., as agent. PrivateBank also provided a $12 million loan to finance the Chapter 11 case. The DIP loan required quick sale. A three-member panel has been appointed as the official unsecured creditors committee in the case. The panel consists of Weinberg, Wheeler, Hudgins, Gunn & Dial, LLC; Mary Carmona-Rousse; and Drew Eckl & Farnham, LLP. In October 2013, IPC International won authorization to sell the business for $25.4 million to Universal Protection Services. Allied Security Holdings LLC, a competing bidder, forced Universal to raise the offer at an auction early in October. Universal initially offered $21.3 million plus assumption of specified liabilities. J.F MOORE: Files Notice of Proposal Under Bankruptcy ---------------------------------------------------- PrintCAN reports that J. F. Moore Lithographers Inc., filed a Notice of Intention (NOI) to make a proposal under the Bankruptcy and Insolvency Act. The NOI was filed on April 13. It should be noted, that this is not a bankruptcy, PrintCAN says. The company is still operating. Under the notice, protection has been sought under the Bankruptcy and Insolvency Act pending the filing of a reorganizational proposal to creditors. Pursuant to the Bankruptcy and Insolvency Act: All proceeding by creditors are stayed as of April 13; the Companies are required to file a proposal within 30 days of the filing of the NOI, subject to an extension of the court; and a meeting of the creditors to consider the proposal to be held within 21 days of the filing of a proposal. An extension to the NOI was filed on June 23 with an August 10 deadline, according to PrintCAN. Major creditors include Dean Baxendale, owner of J.F. Moore, and Frank Pantaleo, one of the founders of the company and Business Development Bank of Canada, PrintCAN discloses. J.F. Moore Lithographers Inc. is based in Ontario, Toronto, Canada. JTS LLC: Has Until July 13 to File Schedules and Statements ----------------------------------------------------------- The Hon. Gary Spraker of the U.S. Bankruptcy Court for the District of Alaska authorized JTS, LLC, doing business as Johnson's Tire Service to file its schedules of assets and liabilities, and statement of affairs until July 13, 2105. JTS, LLC, doing business as Johnson's Tire Service, sought Chapter 11 protection (Bankr. D. Alaska Case No. 15-00167) in Anchorage, Alaska, on June 15, 2015, without stating a reason. JTS, in the business of retail tire sales and automobile maintenance and repair, estimated $10 million to $50 million in assets and debt. The formal schedules of assets and liabilities and the statement of financial affairs are due June 29, 2015. The Debtor tapped David H. Bundy, Esq., at David H. Bundy, PC, in Anchorage, as counsel. JW RESOURCES: Has Until July 15 to File Schedules ------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Kentucky directed JW Resources, Inc., et al., to file until July 15, 2015, their schedules of assets and liabilities and statements of financial affairs. About JW Resources JW Resources Inc. and its subsidiaries are U.S. producers of thermal coal with mineral reserves, mining operations and coal properties located in the Central Appalachian ("CAPP") regions of Kentucky. JW acquired the thermal coal mining operations of Xinergy in eastern Kentucky for $47.2 million in February 2013. JW's business operations comprise what is known as the "Straight Creek" operations located in Bell, Leslie and Harlan Counties, Kentucky, and the "Red Bird" operations located in Bell, Leslie, Knox, and Clay Counties, Kentucky. JW Resources is the parent and sole shareholder of SCRB Properties, Inc., Straight Creek Coal Mining, Inc. and SCRB Processing, Inc. JW Resources and its subsidiaries sought Chapter 11 bankruptcy protection (Bankr. E.D. Ky. Lead Case No. 15-60831) in London, Kentucky on June 30, 2015. The Debtors tapped Frost Brown Todd LLC as counsel, and Energy Ventures Analysis, Inc., as sale advisor. JW Resources estimated $1 million to $10 million in assets and $50 million to $100 million in debt. Straight Creek estimated $10 million to $50 million in assets and $50 million to $100 million in debt. JW RESOURCES: Seeks to Obtain $2M DIP Loan from GB Finance ---------------------------------------------------------- JW Resources, Inc., et al., seek authority from the U.S. Bankruptcy Court for the Eastern District of Kentucky to obtain postpetition secured financing from Gordon Brothers Finance Company, as administrative agent, up to the amount of the prepetition revolver of $2.0 million. For each loan disbursed pursuant to the DIP Facility, the Debtors promise to pay at a rate per annum equal to the LIBOR Rate plus 6.75% with an interest rate floor of 1%. The Debtors also seek authority to use cash collateral securing their prepetition indebtedness. As of the Petition Date, the Debtors are indebted to the following creditors: GB Credit Partners, LLC $11,000,000 Bayside JW Resources, Inc. $55,000,000 Bell County (Tax Liens) $420,867 Harlan County (Tax Liens) $393 About JW Resources JW Resources Inc. and its subsidiaries are U.S. producers of thermal coal with mineral reserves, mining operations and coal properties located in the Central Appalachian ("CAPP") regions of Kentucky. JW acquired the thermal coal mining operations of Xinergy in eastern Kentucky for $47.2 million in February 2013. JW's business operations comprise what is known as the "Straight Creek" operations located in Bell, Leslie and Harlan Counties, Kentucky, and the "Red Bird" operations located in Bell, Leslie, Knox, and Clay Counties, Kentucky. JW Resources is the parent and sole shareholder of SCRB Properties, Inc., Straight Creek Coal Mining, Inc. and SCRB Processing, Inc. JW Resources and its subsidiaries sought Chapter 11 bankruptcy protection (Bankr. E.D. Ky. Lead Case No. 15-60831) in London, Kentucky on June 30, 2015. The Debtors tapped Frost Brown Todd LLC as counsel, and Energy Ventures Analysis, Inc., as sale advisor. JW Resources estimated $1 million to $10 million in assets and $50 million to $100 million in debt. Straight Creek estimated $10 million to $50 million in assets and $50 million to $100 million in debt. KENAN ADVANTAGE: Moody's Assigns 'B1' CFR, Outlook Negative ----------------------------------------------------------- Moody's Investors Service assigned a B1 Corporate Family Rating to Kenan Advantage Group, Inc. and a B1-PD Probability of Default Rating, in connection with the sale of the company to OMERS Private Equity. Concurrently, Moody's assigned a Ba3 rating to the new $1.0 billion senior secured credit facility that the company intends to arrange and a B3 rating to the new $405 million senior unsecured notes due 2023 that it plans to issue. The rating outlook is negative. RATINGS RATIONALE The revised rating outlook reflects the heightened risks associated with the increase in funded debt in the planned funding structure to almost $1.2 billion from less than $0.9 billion as of March 2015. As a result, Moody's expects debt-to-EBITDA to increase to at least 5 times in 2015, from 4.0 times for the last 12 months ended March 2015. Notwithstanding the material increase in leverage, the B1 CFR takes into account Moody's expectation that the improvements in operating margins and cash flow generation that Kenan has demonstrated are sustainable and, over time, will result in credit metrics that are more supportive of the company's B1 CFR. Operating margins increased to 5.6% in 2014, from only 4.0 to 4.5% in previous years, calculated on a Moody's adjusted basis. At current levels of profitability, Kenan should be able to generate consistently positive free cash flow of at least $30 million annually. However, Moody's anticipates that a substantial portion of any accumulating cash balances will be deployed towards executing Kenan's acquisitive growth strategy, as opposed to debt repayment. The B1 CFR also considers Kenan's position as a leading truck-transporter of liquid bulk products throughout the United States and western Canada. Kenan's acquisitions enhance the company's scale, geographic footprint and end market exposure, but sizeable acquisitions are likely funded with additional debt, possibly decelerating the pace with which leverage moderates. At the same time, Moody's believes that Kenan's fuel delivery services and transportation services in the food sector make the company less susceptible to an economic downturn compared to other trucking companies. Moody's expects that Kenan's liquidity profile will remain adequate. While cash balances are modest, Moody's anticipates that Kenan will generate ample cash flow from operations to fund sizeable investments in its fleet and network. Kenan's liquidity position is further supported by an estimated $50 million of availability under the new revolving credit facility, net of letters of credit. The Ba3 rating of the new $1.0 billion senior secured credit facility is one notch above the B1 CFR. This reflects the senior position that this class of debt will hold in Kenan's capital structure, which results in a higher estimated recovery rate for this secured facility as assessed using Moody's Loss Given Default ("LGD") methodology. The B3 rating of the new $405 million senior unsecured notes due 2023 is two notches below the CFR, reflecting the substantial level of secured debt that will be senior in claim to these notes. Moody's estimates that the notes would incur substantial loss in the event of default, as implied by a Loss Given Default assessment of LGD5. The ratings could be downgraded if Moody's expects debt-to-EBITDA to exceed 5.0 times on a sustained basis, EBIT-to-interest to be below 1.5 times, or if Moody's expects availability under the revolving credit facility to diminish. Operational challenges that pressure margins and result in free cash flow below Moody's expectation of at least $30 million annually could also pressure the ratings. Ratings could be upgraded if the company demonstrates improving margins, cash flow and leverage through earnings growth or reduction of debt through the use of free cash flow. Debt-to-EBITDA would need to be sustained below 4.0 times and EBIT-to-interest would need to exceed 2.5 times to warrant an upgrade of the CFR. Assignments: Issuer: Kenan Advantage Group, Inc. (New) Corporate Family Rating, Assigned B1 Probability of Default Rating, Assigned B1-PD Senior Secured Bank Credit Facilities, Assigned Ba3 LGD3 Senior Unsecured Regular Bond/Debenture, Assigned B3 LGD5 Outlook Actions: Issuer: Kenan Advantage Group, Inc. (New) Outlook, Assigned Negative All existing ratings of Kenan Advantage Group, Inc. will be withdrawn upon closing of the planned financing. Kenan is a provider of liquid bulk transportation and logistics services to the fuels, chemicals, liquid food and merchant gas markets. Utilizing a dedicated contract carriage model, Kenan offers transportation services throughout the U.S. and in western Canada. Revenues for the last 12 months ended March 2015 were approximately $1.5 billion. KENTUCKY LEAGUE: Moody's Lowers Rating on $3.1MM Debt to 'Ba1' -------------------------------------------------------------- Moody's Investors Service has downgraded to Ba1 from Baa2 the rating on the Kentucky League of Cities Funding Trust Series 2003A affecting $3.1 million in outstanding debt. Moody's is withdrawing the rating at this time due to insufficient information. SUMMARY RATING RATIONALE The downgrade to Ba1 reflects the weakened credit quality of the pool given our assessment of the unrated participants and the maturation of stronger participants prior to full maturity. The withdrawal reflects the lack of verifiable financial information available for the city of Middlesboro, an unrated participant representing 7.5% of the pool. The rating was placed under review on May 1, 2015 due to the lack of sufficient information. The Kentucky League of Cities Funding Trust Series 2003A is an unenhanced pool given the absence of step up provisions or a common debt service reserve. The rating is determined using the "Weak Link Plus" approach. Middlesboro has not provided verifiable information for fiscal year 2013 or 2014 with the last audited financial statements available for fiscal year 2012. While additional information was provided, the rating has been withdrawn because this information does not meet Moody's standards for timeliness, sufficiency, and reliability as would information verified by a third party. Moody's has withdrawn the rating because it believes it has insufficient or otherwise inadequate information to support the maintenance of the rating. LEGAL SECURITY The certificates are ultimately secured by the general obligation full faith, credit and taxing power of each city pledged to the bonds. The obligation is several and not joint. Each city is obligated for their proportional debt service, and there are no obligations to make up shortfalls for other cities. KEYSTONE MINE: Ch. 7 Trustee Wins Authority to Sell Assets to BMC ----------------------------------------------------------------- Judge W. Richard Lee of the United States Bankruptcy Court for Eastern District of California, Fresno Division, authorized Vincent Gorski, Chapter 7 trustee for Keystone Mine Management II, to sell substantially all of the Debtor's assets. Judge Lee granted the Chapter 7 Trustee's motion for authority to sell assets, finding that the sale is an appropriate exercise of the Trustee's business judgment, his marketing efforts and notice of sale were adequate, Bush Management Company is a good faith purchaser under Section 363(m) of the Bankruptcy Code, and the asset sale under Section 363 is in the best interest of the bankruptcy estate and its creditors. The bankruptcy case is In re KEYSTONE MINE MANAGEMENT II, Chapter 7, Debtor, Case No. 13-16845-B-7, (Bankr. E.D. Calif.). A full-text copy of Judge Lee's Memorandum Decision dated July 8, 2015, is available at http://is.gd/jDNHg3from Leagle.com. Lisa Holder, Esq. -- lisaholder@yahoo.com -- of the law firm of Klein, DeNatale, Goldner, Cooper, Rosenlieb & Kimball, LLP serves as counsel for Vincent Gorski, Chapter 7 trustee. Phillip Gillet, Jr., Esq. -- lawyer@bak.rr.com -- of Attorney at Law serves as counsel for debtor Keystone Mine Management II. Meir J. Westreich, Esq. -- meirjw@aol.com -- of Attorney at Law serves as counsel for Keystone Mining Company, Ltd., Keystone Mine Management, Ltd., Kirk Du Shane, Patrick O'Brien, and Roger Smith. About Keystone Mine Management Keystone Mine Management II filed a chapter 11 petition (Bankr. E.D. Cal. Case No. 13-16845) on October 21, 2013. The case was converted to chapter 7 on February 7, 2014. Vincent Gorski was appointed chapter 7 trustee. LARICINA ENERGY: Enters Into Settlement Term Sheet With CPPIB ------------------------------------------------------------- Laricina Energy Ltd. announced on July 9 that it has entered into a term sheet in respect of a settlement transaction with CPPIB Credit Investments Inc., the sole holder of the Company's 11.5% senior secured notes and payment-in-kind notes issued pursuant to the trust indenture dated March 20, 2014. The Company also announced it was granted a further order by the Court of Queen's Bench of Alberta, Judicial Centre of Calgary to extend creditor protection under the previously announced Companies' Creditors Arrangement Act (Canada) until and including August 7, 2015. The Settlement Transaction contemplates that the Company will make an initial payment and two subsequent scheduled payments, the latter subject to adjustment, and certain anticipated receivables will also be used to repay the Notes when received. The principal amount owing under the Notes as at July 6, 2015 is $142.4 million. Under the terms of the Settlement Transaction, and when approved by the Court, Laricina shall pay immediately to CPP Credit $31.4 million from its cash on hand on account of firstly, accrued and unpaid interest, secondly, reasonable costs reimbursable pursuant to the Indenture and, thirdly with the remainder applied as a partial repayment of principal outstanding under the Notes. Following this payment the outstanding principal amount of the Notes is forecasted to be $113.7 million subject to adjustment for interest which may be paid in cash or added to the principal amount of the Notes. Thereafter the Settlement Transaction contemplates that such remaining outstanding principal amount of the Notes owing to CPP Credit will be dealt with by: * a further partial repayment of $8.7 million from Laricina's cash on hand on completion of the Settlement Transaction expected on or about September 30, 2015 (but may be as late as November 30, 2015), $3.4 million following completion of certain events, and 50% of net proceeds of certain anticipated receivables when they are received; * $30 million of the Notes will continue to be outstanding on the balance sheet and shall be governed by the Indenture, as amended by a supplemental indenture which will simplify the Indenture covenants and eliminate financial maintenance covenants and approval rights. Further, the remaining 50% of net proceeds of certain anticipated receivables when they are received will be applied against the remaining outstanding Notes. Future interest payable pursuant to the terms of the Notes and CPP Credit's costs and expenses reimbursable pursuant to the terms of the Indenture until December 31, 2015 shall be added to the principal amount of the Notes; and * the remaining amount that has not otherwise been repaid will be converted into common shares of the Company at a price of $0.12 per common share. Prior to the Effective Date, and if the Notes have not otherwise been repaid in full, the Company intends to offer existing shareholders the pre-emptive opportunity to subscribe for common shares of the Company on a pro rata basis at $0.12 per common share such that if all shareholders subscribed for equity, the proceeds would be sufficient to repay all of the Notes that would otherwise be converted to common shares of the Company as described above. CPP Credit may terminate the Settlement Transaction if the Effective Date has not occurred by November 30, 2015. The Settlement Transaction specifically provides that Laricina may undertake a capital repayment process and seek transactions which may include selling assets or the entire company, in order to raise sufficient funds to repay CPP Credit. The Company intends to conduct the Capital Repayment Process to solicit transactions for that purpose. In the event Laricina is successful in identifying one or a number of Alternative Transactions that are sufficient to repay CPP Credit, it may terminate the Settlement Transaction at any time on or before November 30, 2015 in order to complete those Alternative Transactions. CPP Credit has also agreed to cooperate to implement certain potential transactions that could result in a partial repayment of the Notes in conjunction with the Settlement Transaction. As previously communicated to shareholders, BMO Capital Markets, Morgan Stanley Canada Limited and Peters & Co. Limited have been engaged as financial advisors to assist the Company in the Capital Repayment Process and with seeking Alternative Transactions. Laricina and its advisors have prepared an asset and corporate sale process information memorandum and a fully-updated virtual data room for access to due diligence materials concerning the Company and its assets and will canvas interested parties to sign non-disclosure agreements and receive access to the data. The Company remains committed to continuing to work hard to achieve the best outcome for all stakeholders. Pursuant to the Order, on July 22, 2015 the Company will present its application for approval by the Court in Laricina's ongoing proceedings under the CCAA of i) a claims process, ii) payment to CPP Credit of $31.4 million as described above, and iii) Laricina's proposed Capital Repayment Process. A definitive agreement in respect of the Settlement Transaction is to be completed before the end of July 2015 and together with the Term Sheet will be presented for approval by the Court on August 5, 2015. In the interim, Laricina will finalize its claims process, Capital Repayment Process and work with CPP Credit to prepare the Settlement Agreement, and related definitive documentation required to implement the Settlement Transaction, work with the Monitor regarding its intended restructuring process and matters related thereto and continue to update shareholders accordingly. With the continued stay of proceedings pursuant to the Order, the Company has sufficient liquidity, with estimated cash and cash equivalents as of June 30, 2015 of approximately $104.6 million, for the extended stay period which expires on August 7, 2015 and, which may be extended thereafter as the Court deems appropriate. Under the CCAA proceedings the Company's operations are continuing uninterrupted and it is expected that obligations to employees and key suppliers of goods and services will continue to be met on an ongoing basis and that the Company's management will remain responsible for the day-to-day operations of the Company. At the time of Laricina's application for the Order under the CCAA, CPP Credit made a cross application which was adjourned indefinitely by the Court. On April 22, 2015 the Company was granted a second stay of CCAA proceedings until and including July 7, 2015 following the initial order granted effective March 26, 2015 (the “Initial Order”) after seeking protection under the CCAA following receipt of a Demand for Payment in full by March 26, 2015 from CPP Credit of all amounts due under the Indenture. In conjunction with the Initial Order, PricewaterhouseCoopers Inc. was appointed by the Court as monitor under the CCAA proceedings. All of the materials filed with the Court are available on the Monitor's website (www.pwc.com/car-laricina). Calgary-based Laricina Energy is an oilsands producer. LARICINA ENERGY: To Close Pilot Oilsands Project to Save Cash ------------------------------------------------------------- Dan Healing at Calgary Herald reports that insolvent Laricina Energy Ltd. plans to close its Saleski pilot oilsands project by fall to save money, according to a report filed online by its court-appointed monitor, PricewaterhouseCoopers. According to Calgary Herald, the report said Laricina has successfully shut down its 100-per-cent-owned Germain commercial demonstration project -- as it announced it would in February -- and is negotiating with 40 per cent partner Osum Oil Sands Corp. to close Saleski after the gathering of production data is complete in August or, at the latest, in September. "The monitor understands Laricina has informed Osum that in any event shut-in will occur at the latest by September 2015," PwC said in the report dated June 26. "To date, the monitor understands that Osum has not yet agreed to this request." Calgary Herald relates that Osum spokesman Justin Robinson confirmed the talks are ongoing but couldn't say when a decision will be made, nor would he give his company's position on the matter. He wouldn't comment when asked if Osum was contemplating buying out Laricina and taking over the project, Calgary Herald states. "We are in discussions with our partner to basically determine what are the right next steps for the pilot," Calgary Herald quotes Mr. Robinson as saying. "Until we determine what those next steps are, there's not much I can say." Laricina is the operator of the pilot which represents one of the most advanced efforts to try to produce bitumen from the Grosmont carbonate formation (most existing projects target the sandstone McMurray formation), Calgary Herald discloses. Calgary Herald recalls that the companies had announced plans and had regulatory approval for a $520-million, 10,700-barrel-per-day Saleski commercial project but preliminary work was put on hold earlier this year due to Laricina's inability to raise capital. In March, Laricina was granted Companies' Creditors Arrangement Act protection by the Court of Queen's Bench after it received a demand for payment in full from CPPIB Credit Investments Inc., the holder of $150 million in senior secured notes issued in March 2014 and a subsidiary of the Canada Pension Plan Investment Board, Calgary Herald relates. According to Calgary Herald, Laricina had warned in January it was in technical default after fourth-quarter production of 1,255 barrels per day of bitumen missed the level promised under covenants attached to the notes. CPPIB is Laricina's largest individual shareholder with 15.3 per cent of its shares. Calgary-based Laricina Energy is an oilsands producer. LEARNING TREE: Shares to Be Delisted From NASDAQ Global Market -------------------------------------------------------------- Learning Tree International, Inc. on July 13 notified The NASDAQ Stock Market LLC that the Company's shares of common stock would be delisted from the NASDAQ Global Market since the Company no longer satisfies the Global Market's listing requirements. The Company's common stock is currently traded on the Global Market under the trading symbol "LTRE." The Company is taking the steps necessary to have its common stock quoted for trading in the OTCQX US Market, operated by OTC Markets, Inc., under the same trading symbol of "LTRE." As previously disclosed, on May 20, 2015, the Company received a notice from NASDAQ that the Company was not in compliance with the minimum stockholders' equity requirement of $10.0 million for continued listing on the Global Market under NASDAQ Listing Rule 5450. Based on the listing requirements of NASDAQ and the expected financial performance of the Company in the near term, the Company's common stock will be delisted from the Global Market. The Company has filed an application to have its common stock quoted on the OTCQX. In accordance with the rules of the Securities and Exchange Commission, the Company will file a notification of removal from listing on the Global Market and deregistration of the Company's common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended, on Form 25 with the SEC on or about July 23, 2015. As a result, the Company expects that the last day of trading of its common stock on the Global Market will be on or about July 22, 2015, with trading to commence on the OTCQX the next trading day. Following commencement of trading of its common stock on the OTCQX, the Company's common stock will continue to be registered under the Exchange Act and the Company will continue to file financial reports that will be available on the SEC's website, www.sec.gov About Learning Tree International Established in 1974, Learning Tree International -- http://www.learningtree.com-- is a worldwide vendor-independent provider to business and government organizations for the training and education of their information technology professionals and managers. LEHMAN BROTHERS: Aims to Return $1.89B More to Brokerage Creditors ------------------------------------------------------------------ Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review, reported that the trustee unwinding Lehman Brothers Inc. is seeking court permission to pay nearly $2 billion more to the defunct brokerage's unsecured creditors, which would be the third such distribution since he paid off the brokerage's customers. According to the report, in a July 14 filing with U.S. Bankruptcy Court in Manhattan, trustee James W. Giddens said he wants to pay $1.89 billion to the creditors. If approved, that would bring the total amount returned to more than $8 billion, a recovery of about 35 cents on the dollar, the DBR report noted. Combined with distributions made to customers, the total amount recovered in the brokerage's liquidation would be around $114 billion, the DBR report further noted. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. As of Oct. 2, 2014, Lehman's total distributions to unsecured creditors have amounted to $92.0 billion. As of Sept. 30, 2014, the brokerage trustee has substantially completed customer claims distributions, distributing more than $106 billion to 111,000 customers. LEHMAN BROTHERS: Creditors Balk at Bid to Estimate European Claims ------------------------------------------------------------------ Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review, reported that Citigroup Inc. and other Lehman Brothers Holdings Inc. creditors are balking at the failed investment bank's bid to estimate billions of claims from its European arm at zero dollars, saying they still haven't gotten all the money they are owed. According to the report, in its objection filed on July 10 with U.S. Bankruptcy Court in Manhattan, Citi said Lehman's contention that some so-called guarantee claims are "expected to be satisfied" isn't enough. Citi said it already has recovered 87% on the claims, and just wants protection that it will get the other 13%. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. As of Oct. 2, 2014, Lehman's total distributions to unsecured creditors have amounted to $92.0 billion. As of Sept. 30, 2014, the brokerage trustee has substantially completed customer claims distributions, distributing more than $106 billion to 111,000 customers. LEHMAN BROTHERS: SIPC Praises Trustee's Interim Distribution Plan ----------------------------------------------------------------- The Securities Investor Protection Corporation (SIPC) praised the latest achievement of Lehman Brothers Inc. Trustee James W. Giddens, who on July 13 filed a motion with the United States Bankruptcy Court seeking approval to make a third interim distribution totaling $1.89 billion to unsecured general creditors with allowed claims. If the Court approves the third interim distribution, the cumulative payout to unsecured general creditors will reach 35 percent and total approximately $7.8 billion. Total distributions to all creditors, which include unsecured general creditors and secured, priority, and administrative creditors, will come to more than $8 billion. SIPC President Stephen Harbeck said: "The results achieved to date have exceeded expectations. The professionals from Hughes Hubbard & Reed demonstrated that the Securities Investor Protection Act was suited for dealing with the most complex insolvency in history." In total, customers have received more than $106 billion, fully satisfying the 111,000 customer claims. Secured, priority, and administrative creditors have also received 100 percent distributions. About SIPC The Securities Investor Protection Corporation --http://www.sipc.org-- is the U.S. investor's first line of defense in the event of the failure of a brokerage firm owing customers cash and securities that are missing from customer accounts. SIPC either acts as trustee or works with an independent court-appointed trustee in a brokerage insolvency case to recover funds. The statute that created SIPC provides that customers of a failed brokerage firm receive all non-negotiable securities -- such as stocks or bonds -- that are already registered in their names or in the process of being registered. At the same time, funds from the SIPC reserve are available to satisfy the remaining claims for customer cash and/or securities held in custody with the broker for up to a maximum of $500,000 per customer. This figure includes a maximum of $250,000 on claims for cash. From the time Congress created it in 1970 through December 2014, SIPC has advanced $ 2.3 billion in order to make possible the recovery of $134 billion in assets for an estimated 773,000 investors. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. As of Oct. 2, 2014, Lehman's total distributions to unsecured creditors have amounted to $92.0 billion. As of Sept. 30, 2014, the brokerage trustee has substantially completed customer claims distributions, distributing more than $106 billion to 111,000 customers. LEHMAN BROTHERS: Trustee Plans Add'l $1.9 Billion Distribution -------------------------------------------------------------- James W. Giddens, Trustee for the liquidation of Lehman Brothers Inc. under the Securities Investor Protection Act, on July 13 filed a motion with the Bankruptcy Court seeking approval to make a third interim distribution totaling $1.89 billion to unsecured general creditors with allowed claims. If the third interim distribution is approved by the Court, the cumulative payout to unsecured general creditors will reach 35 percent and total approximately $7.8 billion. Total distributions to all creditors, which include unsecured general creditors and secured, priority, and administrative creditors, will come to more than $8 billion. "With this third distribution to unsecured general creditors of nearly two billion dollars, we have come a long way from the beginning of the liquidation when the mere existence of a general estate was in doubt," Mr. Giddens said. "The wind down of the estate continues in earnest, and we will continue to resolve outstanding issues so that all remaining available assets can be fully distributed." The potential for any additional distribution from the general estate is contingent on resolution of outstanding claims and the outcomes of various ongoing litigations. In total, customers have received more than $106 billion, fully satisfying the 111,000 customer claims. Secured, priority, and administrative creditors have also received 100 percent distributions. Together, the LBI customer and creditor distributions represent the largest distributions across the worldwide Lehman insolvency proceedings. These achievements would not have been possible without the assistance of the Securities Investor Protection Corporation and the Securities and Exchange Commission, and the oversight of United States Bankruptcy Court judges, the Honorable James M. Peck and the Honorable Shelley C. Chapman. The Trustee is represented by Hughes Hubbard & Reed LLP. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. As of Oct. 2, 2014, Lehman's total distributions to unsecured creditors have amounted to $92.0 billion. As of Sept. 30, 2014, the brokerage trustee has substantially completed customer claims distributions, distributing more than $106 billion to 111,000 customers. MARKWEST ENERGY: Moody's Puts 'Ba2' CFR on Review for Upgrade ------------------------------------------------------------- Moody's Investors Service placed MarkWest Energy Partners, L.P.'s ratings on review for upgrade, including its Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, Ba3 senior unsecured rating, and (P)Ba3 Shelf. The outlook was previously stable. The SGL-3 liquidity rating remains unchanged. This rating action was in response to the announcement that MPLX LP (MPLX, Baa3 stable) will acquire MarkWest in a transaction valued at roughly $20 billion, including the assumption of MarkWest's debt of roughly $4.2 billion. The transaction is expected to close in the third quarter of 2015. The review for upgrade is based on the potential benefit of MarkWest's debt being supported by the stronger credit profile and greater financial flexibility of MPLX. RATINGS RATIONALE The review will focus on the pro forma capital structure of the combined company, and whether the debt is guaranteed. It will also cover the management and operation of the MarkWest and MPLX assets, the execution risks of combining the two companies. If the MarkWest notes are guaranteed, they could be equalized with MPLX's notes resulting in a potential multi-notch upgrade to Baa3. Otherwise, the possible ratings uplift will depend on our view of MPLX's level of support for MarkWest and the notes structural position in the combined company's pro-forma capital structure. Without a guarantee, MarkWest's rating will not be equalized with MPLX's rating. MarkWest Energy Partners is a Denver-based publicly traded master limited partnership engaged primarily in natural gas and natural gas liquids gathering and processing and other midstream activities with principal operations in the Marcellus and Utica shales and in the US mid-continent. MARKWEST ENERGY: S&P Puts 'BB' CCR on CreditWatch Positive ---------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'BBB-' corporate credit rating on Findlay, Ohio-based MPLX L.P. and its 'BBB' rating on Marathon Petroleum Corp. The rating outlook on both companies is stable. At the same time, S&P placed the ratings on MarkWest Energy Partners L.P., including its 'BB' corporate credit rating and senior unsecured debt rating, on CreditWatch with positive implications. The positive CreditWatch listing of MarkWest and its unsecured debt reflects S&P's expectation that we will raise the ratings in line with those of MPLX. MarkWest will become a wholly owned subsidiary of MPLX and its operations will be integrated with MPLX's, with MPLX assuming MarkWest's debt of about $4.2 billion. S&P believes the acquisition will also enable the pro forma partnership to finance its significant capital requirements through MPLX's lower cost of capital and the support of its strong sponsor, Marathon, which MarkWest was unable to do on its own due to balance sheet constraints. S&P expects pro forma partnership to have EBITDA of about $1.5 billion, debt to EBITDA of about 4x, and EBITDA interest coverage of about 5.5x in 2016. "The stable rating outlook on MPLX reflects our belief that the company will successfully integrate the acquisition and maintain total debt to EBITDA of about 4x and adequate liquidity as it funds organic growth and acquires assets from Marathon," said Standard & Poor's credit analyst Michael Grande. The most likely downside scenario would stem from a downgrade of Marathon, which would likely result in a downgrade of MPLX. S&P could lower the ratings on Marathon if S&P expected the company's financial risk profile to weaken to one S&P considers "significant," marked by consolidated debt to EBITDA approaching 3x under a midcycle margin environment for the refining sector. This could occur if S&P revised its midcycle expectations for refining profitability significantly lower or if management increased leverage by aggressively funding acquisitions or capital spending with debt. The most likely upside scenario would stem from an upgrade of Marathon, which would likely result in an upgrade of MPLX. An upgrade could occur if Marathon materially increased the share of EBITDA contributed by more stable operations like its retail and fee-based midstream logistics segments, which S&P believes could reduce cash flow volatility, while maintaining consolidated leverage consistently under 3x through the commodity cycle. The stable rating outlook on Marathon reflects that MPLX's acquisition will not materially increase consolidated financial leverage and that Marathon will maintain strong liquidity and robust refining margins. MATTRESS FIRM: Moody's Raises CFR to 'B1', Outlook Stable --------------------------------------------------------- Moody's Investors Service upgraded Mattress Firm Holding Corp's Corporate Family Rating to B1 from B2 and Probability of Default Rating to B1-PD from B2-PD. Moody's also upgraded to Ba3 from B1 the rating on the senior secured term loan of Mattress Holding Corp., a subsidiary of Mattress Firm Holding Corp. and parent company of the primary operating entity, Mattress Firm, Inc. These actions conclude the review for upgrade initiated on June 16, 2015 upon the adoption of Moody's updated approach for standard adjustments for operating leases, which is explained in the cross-sector rating methodology Financial Statement Adjustments in the Analysis of Non-Financial Corporations, published on June 15, 2015. Moody's also affirmed Mattress Firm's SGL-2 Speculative Grade Liquidity Rating. The rating outlook is stable. The upgrade reflects Mattress Firm's approximately 1.7 times decline in lease-adjusted debt/EBITDA from 6.2 times to 4.5 times (as of May 5, 2015) due to changes in Moody's approach for capitalizing operating leases. Moody's expects that the company will continue to integrate its Sleep Train and Back to Bed acquisitions with no meaningful issues and achieve growth through new store openings and low-single-digit same store sales increases. Moody's took these rating actions: Issuer: Mattress Firm Holding Corp. Corporate Family Rating, upgraded to B1 from B2 Probability of Default Rating, upgraded to B1-PD from B2-PD Speculative Grade Liquidity rating, affirmed at SGL-2 Rating outlook is stable Issuer: Mattress Holding Corp. 720 million first lien senior secured term loan due 2021, upgraded to Ba3 (LGD3) from B1 (LGD3) Moody's will shortly move the Corporate Family Rating, Probability of Default Rating, Speculative Grade Liquidity Rating and rating outlook to Mattress Holding Corp. from Mattress Firm Holding Corp. RATINGS RATIONALE The B1 Corporate Family Rating reflects the company's position as the largest specialty mattress retailer with coast-to-coast reach in the highly fragmented U.S. market, credible growth opportunities from new store expansion, and good liquidity. The company's debt/EBITDA stood at 4.5 times and EBITA/interest expense at 2.1 times (Moody's-adjusted, as of May 5, 2015). At the same time, the rating considers Mattress Firm's dependence on cyclical discretionary consumer spending, narrow product focus as a mattress retailer, and aggressive expansion strategy, which leads to elevated event and operational risk and limits the pace of de-leveraging. Limited organic growth in the highly competitive mattress retailing industry creates dependence on continual investment in new store openings and acquisitions to generate growth. The SGL-2 speculative grade liquidity rating reflects Moody's expectations for positive cash flow generation, sufficient revolver availability and a springing-covenant only capital structure. The stable rating outlook reflects Moody's expectation that Mattress Firm will reduce leverage to the low-4 times range in 2015 driven by earnings growth primarily from store expansion and the run rate impact of 2014 acquisitions. The outlook also reflects Moody's view that the company will maintain a good liquidity profile, including positive free cash flow generation, but will continue to prioritize the use of cash towards bolt-on acquisitions rather than debt reduction. The ratings could be downgraded if the company faces challenges integrating Sleep Train and Back to Bed, if revenue and earnings decline, or the company's liquidity profile deteriorates for any reason. Quantitatively, ratings could be downgraded if debt/EBITDA is sustained above 5.0 times or EBITA/Interest is sustained below 2.0 times. The ratings could be upgraded if the company achieves planned synergies through the integration of its 2014 acquisitions and demonstrates solid same store sales, revenue and earnings growth, such that lease-adjusted leverage is sustained at or below 4.0 times and EBITA/interest expense above 2.75 times. An upgrade would also require a commitment to more conservative financial policies, including the lack of meaningful debt-financed acquisitions. The principal methodology used in these ratings was Global Retail Industry published in June 2011. Mattress Firm Holding Corp. is a specialty mattress retailer with 2,279 stores (as of May 5, 2015 including franchise locations). The company is publicly traded but J.W. Childs owns approximately 36%. The company's subsidiary Mattress Holding Corp. is the borrower under the bank credit facilities. Revenues for the 12 months ended May 5, 2015 were approximately $2 billion. MIG LLC: Authorized to Access Cash Collateral of Secured Lenders ---------------------------------------------------------------- The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware signed off an agreed order authorizing MIG, LLC, and ITC Cellular, LLC, to use cash collateral of its existing secured lenders. The stipulation entered among the Debtors and The Bank of New York Mellon, as trustee, collateral agent, registrar, paying agent and note accounts bank, provides for, among other things: 1. as of the Petition Date, the Debtor are indebted and liable to the indenture trustee and the holders of the notes in the aggregate principal amount of not less than $252.4 million, plus accrued interests; and 2. the Debtors will provide adequate protection liens on real and personal property and proceeds therefrom, superpriority administrative expense claim, subject to carve out on certain expenses. About MIG LLC Formerly operating under the name "Metromedia International Group, Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and operated and sold dozens of companies in diverse industries, including entertainment, photo finishing, garden equipment and sporting goods, until the late 1990s. In 1997 and 1998, MIG consummated the sale of substantially all of its U.S.-based entertainment assets and began focusing on expanding into emerging communications and media businesses. By 2005, all of MIG's operating businesses were located in the Republic of Georgia and operated through its subsidiaries. MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11 bankruptcy protection on June 30, 2014. The cases are currently jointly administered under Bankr. D. Del. Lead Case No. 14-11605. As of the bankruptcy filing, MIG's sole valuable asset, beyond its existing cash, is its indirect interest in Magticom Ltd. The cases are assigned to Judge Kevin Gross. MIG LLC disclosed $15.9 million in assets and $254 million in liabilities. Headquartered in Tbilisi, Georgia, Magticom is the leading mobile telephony operator in Georgia and is also the largest telephone operator in Georgia. Magticom serves 2.4 million subscribers with a network that covers 97% of the populated regions in Georgia. Magticom is owned by International Telcell Cellular, LLC, which is 46% owned by MIG unit ITC Cellular, 51% owned by Dr. George Jokhtaberidze, and 3% owned by Gemstone Management Ltd. Formerly known as MIG, Inc., MIG was a debtor in a previous case (Bankr. D. Del. Case NO. 09-12118). It obtained approval of its reorganization plan in November 2010. The Debtors have tapped Greenberg Traurig LLP as counsel, Fox Rothschild Inc. as financial advisor; Cousins Chipman and Brown, LLP as conflicts counsel; and Prime Clerk LLC as claims and notice agent and administrative advisor. The Debtors have retained Natalia Alexeeva as chief restructuring officer. A three-member panel has been appointed in these cases to serve as the official committee of unsecured creditors, consisting of Walter M. Grant, Paul N. Kiel, and Lawrence P. Klamon. McKenna Long and Aldridge LLP as its bankruptcy counsel, Cole, Schotz, Meisel, Forman & Leonard, P.A., as its Delaware counsel. MISSISSIPPI PHOSPHATES: Pleads Guilty to Fertilizer Spill --------------------------------------------------------- Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review, reported that Mississippi Phosphates Corp. has pleaded guilty to Justice Department charges that it knowingly discharged pollutants from its fertilizer plant into Mississippi's Bayou Casotte. According to the report, in a July 14 filing with U.S. Bankruptcy Court in Gulfport, Miss., the company said it needs its bankruptcy judge to approve the plea agreement, which as a Clean Water Act violation carries a maximum fine of $500,000 or the greater of twice the gain made by Mississippi Phosphates or twice the harm done to another party. The company will also give the 320 acres of land adjacent to the plant to the Mississippi Department of Marine Resources, which will make it part of the Grand Bay National Estuarine Research Reserve, the report said. About Mississippi Phosphates Mississippi Phosphates Corporation is a major United States producer and marketer of diammonium phosphate ("DAP"), one of the most common types of phosphate fertilizer. MPC, which was formed is a Delaware corporation in October 1990, owns a DAP facility in Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in its 1990 bankruptcy. Phosphate rock, the primary raw material used in the production of DAP, is being supplied by OCP S.A., a corporation owned by the Kingdom of Morocco. The parent, Phosphate Holdings, Inc., was formed in December 2004 in connection with the bankruptcy reorganization of MPC and its then-parent Mississippi Chemical Corporation, the first fertilizer cooperative in the United States. As of Oct. 27, 2014, MPC had a work force of 250 employees, broken into 224 regular employees and 26 "nested" third-party contract employees. MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc., and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667) on Oct. 27, 2014. Judge Katharine M. Samson is assigned to the cases. Mississippi Phosphates disclosed $98.8 million in assets and $141 million plus an unknown amount in liabilities. Affiliates Ammonia Tank and Sulfuric Acid Tanks each estimated $1 million to $10 million in both assets and liabilities. Jonathan J. Nash -- jonnash@deloitte.com -- is the CRO and Robert P. Kerley --r.kerley@missphosphates.com -- is the CFO of the Debtors. The Debtors have tapped Butler Snow LLP as counsel and Sandler O'Neill + Partners, L.P., as investment banker. The official committee of unsecured creditors tapped Burr & Forman LLP as its counsel and Capstone/BRG as financial advisor. The lender parties tapped Haynes and Boone, LLP, and Byrd & Wiser, as attorneys. MISSISSIPPI PHOSPHATES: Seeks Approval of Settlement Agreement -------------------------------------------------------------- Mississippi Phosphates Corporation ask the Bankruptcy Court to approve a Settlement Agreement between the Debtors, Phosphate Holdings, Inc., STUW LLC, as administrative agent for the pre-petition lenders and post-petition lenders, the United States of America, on behalf of the Environmental Protection Agency (EPA) the Mississippi Department of Environmental Quality. The proposed Settlement Agreement, in general terms, provides either a sales process for all or substantially all of the assets of the bankruptcy estates, including but not limited to the phosphogypsum stacks and related process water management system to a qualified buyer whose bid includes a component providing for at least $15,000,000 cash consideration to be paid to the Lender Parties for their collateral in addition to any other consideration or liabilities assumed or paid by the proposed purchaser, as well as the assumption of environmental liabilities to the Environmental Agencies related to the Debtors’ assets, including without limitation, the Gyp Stacks, and satisfaction of the financial assurance requirements of the Environmental Agencies under non-bankruptcy law of which shall be subject to the approval of the Environmental Agencies. In the alternative, an “Alternative Transaction” providing for a transfer of the assets of the bankruptcy estates to two trusts (Liquidation Trust and Environmental Trust) one of which, the Liquidation Trust, receives substantially all assets other than the Gyp Stacks to market for sale with a distribution structure for sales proceeds for payment of the claims of the Lenders, for funding Environmental Actions taken by the Environmental Trust (which takes ownership of the Gyp Stacks), and for distribution to the bankruptcy estates. The Debtors will also receive up to $6,000,000 in DIP/Exit Obligations by the Post-Petition Lenders for the Debtors’ operations and waste water processing through the Sale Deadline or Closing Date, as applicable; a distribution structure for the proceeds of the BP Claim or Protective Claim to the Lenders, the Environmental Trust and the bankruptcy estates; and a covenant not to sue or assert any civil claims or causes of action or to take administrative action against the Lender Parties, and PHI, as well as certain officers, directors and employees of the Debtors. The Debtors believe that the proposed Settlement Agreement maximizes the value of the bankruptcy estates by ensuring the environmental issues are properly addressed through a flexible sales process. The Settlement Agreement accomplishes these objectives by: (i) resolving the claims of the Environmental Agencies against the Estate Parties and the Lender Parties with respect to the Facility; (ii) providing additional time and financing for the Debtors to market the assets of the bankruptcy estates through a potential Debtor All- Asset Sale; and (iii) offering an Alternative Transaction if no Debtor All-Asset Sale is consummated. About Mississippi Phosphates Mississippi Phosphates Corporation is a major United States producer and marketer of diammonium phosphate ("DAP"), one of the most common types of phosphate fertilizer. MPC, which was formed is a Delaware corporation in October 1990, owns a DAP facility in Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in its 1990 bankruptcy. Phosphate rock, the primary raw material used in the production of DAP, is being supplied by OCP S.A., a corporation owned by the Kingdom of Morocco. The parent, Phosphate Holdings, Inc., was formed in December 2004 in connection with the bankruptcy reorganization of MPC and its then-parent Mississippi Chemical Corporation, the first fertilizer cooperative in the United States. As of Oct. 27, 2014, MPC has a work force of 250 employees, broken into 224 regular employees and 26 "nested" third-party contract employees. MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc., and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667) on Oct. 27, 2014. Judge Katharine M. Samson is assigned to the cases. Mississippi Phosphates disclosed $98.8 million in assets and $141 million plus an unknown amount in liabilities. Affiliates Ammonia Tank and Sulfuric Acid Tanks each estimated $1 million to $10 million in both assets and liabilities. The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler Snow LLP as counsel. The official committee of unsecured creditors tapped Burr & Forman LLP as its counsel. MOLYCORP INC: Has Interim Approval of Equity Trading Protocol ------------------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware gave Molycorp, Inc., et al., interim authority to establish notice and objection procedures for the transfers of equity securities. The Debtors proposed these procedures: * Any "substantial equityholder" -- entity that has direct or indirect beneficial ownership of at least 11,894,228 shares (representing 4.5% of the 264,316,184 issued and outstanding shares of common stock) of Molycorp -- must serve and file a declaration on or before the later of (i) 14 days after the date of the interim order approving the procedures and (ii) 14 days after becoming a substantial equityholder. * At least 28 days prior to effectuating any transfer of the equity securities that would result in another entity becoming a substantial shareholder, the parties to such transaction must serve and file a notice of the intended stock transaction. * The Debtors have 21 days after receipt of the stock transaction notice to object to the proposed transaction. * If the Debtors do not object, the proposed transaction may proceed. * Any transfer of the equity securities in violation of the procedures will be null and void ab initio. The final hearing to consider approval of the proposed procedures will be at a date yet to be determined. About Molycorp Molycorp Inc. -- http://www.molycorp.com/-- is a global rare earths and rare metals producer. Molycorp owns several prominent rare earth processing facilities around the world. It has a workforce of 2,530 employees at locations on three continents. Molycorp's Mountain Pass Rare Earth Facility in San Bernadino County, California, is home to one of the world's largest and richest deposits of rare earths. Molycorp has corporate offices in the United States, Canada and China. CEO Geoffrey R. Bedford, and other senior management members are located in Molycorp's corporate offices in Toronto, Canada. Other senior manageemnt members are located at its U.S. corporate headquarters in Greendwood Village, Colorado. Molycorp reported a net loss of $623 million in 2014, a net loss of $377 million in 2013 and a net loss of $475 million in 2012. As of March 31, 2015, the Company had $2.49 billion in total assets, $1.78 billion in total liabilities and $709 million in total stockholders' equity. Molycorp and its North American subsidiaries, together with certain of its non-operating subsidiaries outside of North America, filed Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching agreement with a group of lenders on a financial restructuring. The Chapter 11 cases of Molycorp and 20 affiliated debts are pending before Judge Christopher S. Sontchi. The agreement provides for a financial restructuring of the Company's $1.7 billion in debt and provides up to $225 million in gross proceeds in new financing to support operations while the Company completes negotiations with creditors. The Company's operations outside of North America, with the exception of non-operating companies in Luxembourg and Barbados, are excluded from the filings. Molycorp Rare Metals (Oklahoma), LLC, with operations in Quapaw, Oklahoma, also is excluded from the filings as it is not 100% owned by the Company. Molycorp is being advised by the investment banking firm of Miller Buckfire & Co. and is receiving financial advice from AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as legal counsel to the Company in this process. Prime Clerk serves as claims and noticing agent. MOLYCORP INC: Has Interim OK to Pay $3M to Essential Suppliers -------------------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware gave Molycorp, Inc., et al., interim authority to pay prepetition claims of certain unsecured essential suppliers in an aggregate amount not to exceed $3.0 million. A hearing to approve the motion on a final basis will be conducted on a date to be determined. About Molycorp Molycorp Inc. -- http://www.molycorp.com/-- is a global rare earths and rare metals producer. Molycorp owns several prominent rare earth processing facilities around the world. It has a workforce of 2,530 employees at locations on three continents. Molycorp's Mountain Pass Rare Earth Facility in San Bernadino County, California, is home to one of the world's largest and richest deposits of rare earths. Molycorp has corporate offices in the United States, Canada and China. CEO Geoffrey R. Bedford, and other senior management members are located in Molycorp's corporate offices in Toronto, Canada. Other senior manageemnt members are located at its U.S. corporate headquarters in Greendwood Village, Colorado. Molycorp reported a net loss of $623 million in 2014, a net loss of $377 million in 2013 and a net loss of $475 million in 2012. As of March 31, 2015, the Company had $2.49 billion in total assets, $1.78 billion in total liabilities and $709 million in total stockholders' equity. Molycorp and its North American subsidiaries, together with certain of its non-operating subsidiaries outside of North America, filed Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching agreement with a group of lenders on a financial restructuring. The Chapter 11 cases of Molycorp and 20 affiliated debts are pending before Judge Christopher S. Sontchi. The agreement provides for a financial restructuring of the Company's $1.7 billion in debt and provides up to $225 million in gross proceeds in new financing to support operations while the Company completes negotiations with creditors. The Company's operations outside of North America, with the exception of non-operating companies in Luxembourg and Barbados, are excluded from the filings. Molycorp Rare Metals (Oklahoma), LLC, with operations in Quapaw, Oklahoma, also is excluded from the filings as it is not 100% owned by the Company. Molycorp is being advised by the investment banking firm of Miller Buckfire & Co. and is receiving financial advice from AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as legal counsel to the Company in this process. Prime Clerk serves as claims and noticing agent. MOLYCORP INC: Meeting of Creditors Set for Aug. 13 -------------------------------------------------- The meeting of creditors of Molycorp Inc. is set to be held on Aug. 13, 2015, at 10:00 a.m., according to a filing with the U.S. Bankruptcy Court in Delaware. The meeting will be held at J. Caleb Boggs Federal Building, 2nd Floor, Room 2112, 844 North King Street, in Wilmington, Delaware. The court overseeing the bankruptcy case of a company schedules the meeting of creditors usually about 30 days after the bankruptcy petition is filed. The meeting is called the "341 meeting" after the section of the Bankruptcy Code that requires it. A representative of the company is required to appear at the meeting and answer questions under oath. The meeting is presided over by the U.S. trustee, the Justice Department's bankruptcy watchdog. About Molycorp Molycorp Inc. -- http://www.molycorp.com/-- is a global rare earths and rare metals producer. Molycorp owns several prominent rare earth processing facilities around the world. It has a workforce of 2,530 employees at locations on three continents. Molycorp's Mountain Pass Rare Earth Facility in San Bernadino County, California, is home to one of the world's largest and richest deposits of rare earths. Molycorp has corporate offices in the United States, Canada and China. CEO Geoffrey R. Bedford, and other senior management members are located in Molycorp's corporate offices in Toronto, Canada. Other senior manageemnt members are located at its U.S. corporate headquarters in Greendwood Village, Colorado. Molycorp reported a net loss of $623 million in 2014, a net loss of $377 million in 2013 and a net loss of $475 million in 2012. As of March 31, 2015, the Company had $2.49 billion in total assets, $1.78 billion in total liabilities and $709 million in total stockholders' equity. Molycorp and its North American subsidiaries, together with certain of its non-operating subsidiaries outside of North America, filed Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching agreement with a group of lenders on a financial restructuring. The Chapter 11 cases of Molycorp and 20 affiliated debts are pending before Judge Christopher S. Sontchi. The agreement provides for a financial restructuring of the Company's $1.7 billion in debt and provides up to $225 million in gross proceeds in new financing to support operations while the Company completes negotiations with creditors. The Company's operations outside of North America, with the exception of non-operating companies in Luxembourg and Barbados, are excluded from the filings. Molycorp Rare Metals (Oklahoma), LLC, with operations in Quapaw, Oklahoma, also is excluded from the filings as it is not 100% owned by the Company. Molycorp is being advised by the investment banking firm of Miller Buckfire & Co. and is receiving financial advice from AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as legal counsel to the Company in this process. Prime Clerk serves as claims and noticing agent. MOLYCORP INC: Prepetition Lender Seeks Addn'l Adequate Protection ----------------------------------------------------------------- OCM MLYCo CTB Ltd., asks the U.S. Bankruptcy Court for the District of Delaware to lift the automatic stay imposed in the Chapter 11 cases of Molycorp, Inc., et al., and grant additional adequate protection to OCM. OCM MLY, which serves as (a) the administrative agent, collateral agent, and lender under the OCM MLY Facility Agreements and (b) lessor under an equipment lease agreement, asserts that the proposed actions that the Debtors contemplate in connection with the DIP Financing alone constitute an immediate threat to the value of OCM MLY's collateral that justifies waiving the stay. The need for prompt relief is heightened as certain of the Neo Assets consist of equity interests in a non-Debtor subsidiary owned by a Neo Debtor organized in a different foreign jurisdiction, OCM MLY further asserts. Thus, there is a risk that creditors or other actors in either of those jurisdictions who are not subject to the jurisdiction of the Bankruptcy Court could seek to act with respect to the equity interests, causing further injury to OCM MLY, the prepetition lender argues. OCM MLY is represented by: Robert J. Dehney, Esq. Gregory W. Werkheiser, Esq. Andrew R. Remming, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street, 16th Floor P.O. Box 1347 Wilmington, DE 19899 Tel: (302) 658-9200 Fax: (302) 658-3989 Email: rdehney@mnat.com gwerkheiser@mnat.com aremming@mnat.com -- and -- Dennis F. Dunne, Esq. Samuel A. Khalil, Esq. Lauren C. Doyle, Esq. MILBANK TWEED HADLEY & MCCLOY LLP 28 Liberty Street New York, NY 10005 Tel: (212) 530-5000 Fax: (212) 530-5219 Email: ddunne@milbank.com skhalil@milbank.com ldoyle@milbank.com -- and -- Andrew M. Leblanc, Esq. MILBANK TWEED HADLEY & MCCLOY LLP 1850 K Street, NW, Suite 1100 Washington, DC 20006 Tel: (202) 835-7500 Fax: (202) 263-7586 Email: aleblanc@milbank.com About Molycorp Molycorp Inc. -- http://www.molycorp.com/-- is a global rare earths and rare metals producer. Molycorp owns several prominent rare earth processing facilities around the world. It has a workforce of 2,530 employees at locations on three continents. Molycorp's Mountain Pass Rare Earth Facility in San Bernadino County, California, is home to one of the world's largest and richest deposits of rare earths. Molycorp has corporate offices in the United States, Canada and China. CEO Geoffrey R. Bedford, and other senior management members are located in Molycorp's corporate offices in Toronto, Canada. Other senior manageemnt members are located at its U.S. corporate headquarters in Greendwood Village, Colorado. Molycorp reported a net loss of $623 million in 2014, a net loss of $377 million in 2013 and a net loss of $475 million in 2012. As of March 31, 2015, the Company had $2.49 billion in total assets, $1.78 billion in total liabilities and $709 million in total stockholders' equity. Molycorp and its North American subsidiaries, together with certain of its non-operating subsidiaries outside of North America, filed Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching agreement with a group of lenders on a financial restructuring. The Chapter 11 cases of Molycorp and 20 affiliated debts are pending before Judge Christopher S. Sontchi. The agreement provides for a financial restructuring of the Company's $1.7 billion in debt and provides up to $225 million in gross proceeds in new financing to support operations while the Company completes negotiations with creditors. The Company's operations outside of North America, with the exception of non-operating companies in Luxembourg and Barbados, are excluded from the filings. Molycorp Rare Metals (Oklahoma), LLC, with operations in Quapaw, Oklahoma, also is excluded from the filings as it is not 100% owned by the Company. Molycorp is being advised by the investment banking firm of Miller Buckfire & Co. and is receiving financial advice from AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as legal counsel to the Company in this process. Prime Clerk serves as claims and noticing agent. MOLYCORP INC: U.S. Trustee Forms Seven-Member Creditors Committee ----------------------------------------------------------------- The U.S. trustee overseeing the Chapter 11 case of Molycorp Inc. appointed seven creditors of the company to serve on the official committee of unsecured creditors. The unsecured creditors are: (1) Wilmington Savings Fund Society, FSB Attn: Patrick Healy 500 Delaware Ave. Wilmington, DE 19801 Phone: 302-888-7420 Fax: 302-421-9137 (2) MP Environmental Services, Inc. Attn: Richard Turner 3400 Manor St. Bakersfield, CA 93308 Phone: 661-393-1151 Fax: 661-392-1726 (3) Computershare Trust Company of Canada Attn: Shelley Bloomberg 100 University Ave., 11th Floor Toronto, Ontario, M5J 2Y1 Phone: 212-238-3148 (4) Veolia Water North America Operating Services LLC Attn: Van A. Cates 14055 Riveredge Dr., Ste. 240 Tampa, FL 33637 Phone: 813-983-2804 Fax: 813-983-2821 (5) Delaware Trust Company as Indenture Trustee Attn: Sandra E. Horwitz 2711 Centerville Rd. Wilmington, DE 19808 Phone: 877-374-6010 x 62412 Fax: 302-636-8666 (6) Wazee Street Capital Management Attn: Michael Collins 7900 E. Union Ave., Ste. 1100 Denver, CO 80237 Phone: 303-217-4506 Fax: 303-843-9111 (7) Plymouth Lane Partners (Master) LP Attn: Mark Kronfeld 717 5th Ave., 11th Floor New York, NY 10022 Phone: 212-235-2275 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Molycorp Molycorp Inc. -- http://www.molycorp.com/-- is a global rare earths and rare metals producer. Molycorp owns several prominent rare earth processing facilities around the world. It has a workforce of 2,530 employees at locations on three continents. Molycorp's Mountain Pass Rare Earth Facility in San Bernadino County, California, is home to one of the world's largest and richest deposits of rare earths. Molycorp has corporate offices in the United States, Canada and China. CEO Geoffrey R. Bedford, and other senior management members are located in Molycorp's corporate offices in Toronto, Canada. Other senior manageemnt members are located at its U.S. corporate headquarters in Greendwood Village, Colorado. Molycorp reported a net loss of $623 million in 2014, a net loss of $377 million in 2013 and a net loss of $475 million in 2012. As of March 31, 2015, the Company had $2.49 billion in total assets, $1.78 billion in total liabilities and $709 million in total stockholders' equity. Molycorp and its North American subsidiaries, together with certain of its non-operating subsidiaries outside of North America, filed Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching agreement with a group of lenders on a financial restructuring. The Chapter 11 cases of Molycorp and 20 affiliated debts are pending before Judge Christopher S. Sontchi. The agreement provides for a financial restructuring of the Company's $1.7 billion in debt and provides up to $225 million in gross proceeds in new financing to support operations while the Company completes negotiations with creditors. The Company's operations outside of North America, with the exception of non-operating companies in Luxembourg and Barbados, are excluded from the filings. Molycorp Rare Metals (Oklahoma), LLC, with operations in Quapaw, Oklahoma, also is excluded from the filings as it is not 100% owned by the Company. Molycorp is being advised by the investment banking firm of Miller Buckfire & Co. and is receiving financial advice from AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as legal counsel to the Company in this process. Prime Clerk serves as claims and noticing agent. MONTREAL MAINE: Canadian Pacific's Settlement Challenge Rejected ---------------------------------------------------------------- The Globe and Mail reported that Canadian Pacific Railway Ltd. has failed in its attempt to block a court settlement that could pay millions of dollars in compensation to families of the victims of the 2013 Lac-Megantic, Quebec, oil-train disaster after Quebec Superior Court Justice Gaetan Dumas rejected CP's challenge of the settlement. As previously reported by The Troubled Company Reporter, a lawyer for the defunct railroad at the centre of the Lac-Megantic train derailment said Canadian Pacific is acting deplorably and offensively by attempting to shut down proceedings to distribute over $430 million to victims and creditors of the 2013 tragedy. Most of the roughly 25 companies accused of responsibility in the July 6, 2013, derailment in Lac-Megantic, Que. that killed 47 people, have agreed to pay money into a settlement fund. Canadian Pacific is the only company accused in the tragedy that has refused to participate in the fund and argued on June 15 the current settlement process is illegitimate. About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec. The Company sought bankruptcy protection (Bankr. D. Maine Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., serves as Chapter 11 trustee. Michael A. Fagone, Esq., and D. Sam Anderson, Esq. serves as his counsel. Development Specialists, Inc., serves as his financial advisor; and Gordian Group, LLC, serves as his investment banker. Bankruptcy Judge Louis H. Kornreich presides over the U.S. case. The law firm of Verrill Dana represents the Debtor in its restructuring effort. Justice Martin Castonguay oversees the case in Canada. Andrew Adessky at Richter Consulting was named CCAA monitor. The CCAA Monitor is represented by Sylvain Vauclair at Woods LLP. MM&A Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP. The U.S. Trustee appointed a four-member official committee of derailment victims. The Official Committee is represented by Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins, Esq., at Paul Hastings LLP. The unofficial committee of wrongful death claimants is represented by George W. Kurr, Jr., Esq., at Gross, Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C. Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at Weller, Green Toups & Terrell LLP. On Jan. 29, 2014, an ad hoc group of wrongful-death claimants submitted a plan, which would give 75% of the $25 million in available insurance to the families of those who died after an unattended train derailed in Lac-Megantic, Quebec, in July. * * * As reported by the Troubled Company Reporter, Robert J. Keach, the Chapter 11 trustee, will ask the Maine Bankruptcy Court at a hearing on June 23, 2015, at 10:30 a.m., to approve the disclosure statement explaining his proposed Plan of Liquidation that proposes to distribute C$275 million (US$220 million) to creditors, including families of the 48 people who died during the 2013 trail derailment accident. The hearing on the Disclosure Statement was originally set for May 19 but has been reset several times. The Trustee also has proposed this timeline in connection with the solicitation of votes and confirmation of the Plan: Event Time or Deadline ----- ---------------- Disclosure Statement Hearing June 23, 2015 Voting Record Date June 23, 2015 Solicitation Date July 7, 2015 Rule 3018 Motion Filing Deadline July 31, 2015 Voting Deadline Aug. 10, 2015 Confirmation Objection Deadline Aug. 10, 2015 Voting Certification Deadline Aug. 13, 2015 Confirmation Reply Deadline Aug. 14, 2015 Confirmation Hearing Aug. 20, 2015 The Trustee filed the Plan on March 31, 2015. The Plan proposes a liquidation of the Debtor's assets and the creation, implementation and distribution of a substantial settlement fund (known as the indemnity fund under the CCAA Plan) for the benefit of all victims of the train derailment in 2013 that killed 47 people. The Plan is funded in part by contributions and settlement agreements with various parties with potential liability arising out of the derailment, and including, without limitation, such parties' insurance companies. In exchange for their contributions, claims against such parties will be released, and future claims enjoined. In May 2014, Mr. Keach oversaw the sale of the Debtor's operating railroad assets for $15.85 million to a unit of New York-based Fortress Investment Group. Both the U.S. and Canadian bankruptcy judges approved the deal. According to Bloomberg News, Mr. Keach said the sale proceeds, valued by the trustee at only about $15.9 million, would go entirely to secured creditors, after money that went into escrow and fees are carved out to pay professionals. NET DATA: Given Until Oct. 21 to File Plan ------------------------------------------ Judge Sheri Bluebond of the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, at the behest of Net Data Centers, Inc., extend the Debtor's exclusive plan filing period to October 21, 2015, and exclusive solicitation period to December 21, 2015. Lewis R. Landau, Esq., at the Law Offices of Paul A. Beck, APC, in Sherman Oaks, California, tells the Court that the Debtor intends to seek approval of a disclosure statement and confirmation of a plan of reorganization that will be designed to pay allowed claims and interests. Mr. Landau further tells the Court that the Debtor intends to utilize the proceeds of its business plan to allocate pro rata payments to its unsecured creditors, after paying priority and administrative claims in full. He says that the Debtor intends to propose a disclosure statement and plan of reorganization based on appropriate projections with respect to its anticipated revenues over the course of the next three to five years. Mr. Landau notes that maintaining exclusivity for an additional 120 days will facilitate moving the case forward toward a fair and equitable resolution. The DuPont Fabros Technology, L.P., and its affiliated lessor entities, also known as the DuPont Parties, objected to the Debtor's Motion, complaining that the Debtor cannot reorganize by failing to pay postpetition rent as required by Section 365(d)(3) of the Bankruptcy Code. The DuPont Parties' counsel, Robert L. Eisenbach III, Esq., at Cooley LLP, in San Francisco, California, relates that the DuPont Parties are landlords to the Debtor under leases for 4 data centers, three located in Northern Virginia and 1 in New Jersey and the DuPont Parties are owed more than $1.8 million in prepetition rent under these leases, plus an additional approximately $6.6 million on a promissory note. In reply to the DuPont Parties' objection, Mr. Landau tells the Court that the Debtor timely cured any DFT rent owed for June and was never in default. He further tells the Court that the Debtor is now moving to reject DFT’s leases as of July 1, 2015. He says that contrary to DFT’s allegations, Debtor has expeditiously shifted into a business plan to stem accruing losses once lease negotiations proved unsuccessful. Mr. Landaue asserts that the Debtor is duly administering its case and is entering into a challenging and demanding period of transitioning through the DFT and Charter lease rejections. He adds that the transition will result in Debtor emerging with stabilized and profitable operations sufficient to support a feasible chapter 11 plan. Mr. Landau asserts that this is precisely the period during which exclusivity should be maintained to facilitate moving the case forward toward a fair and equitable resolution. The Official Committee of Creditors Holding Unsecured Claims supports the Debtor's requested extension so the Debtor can focus on the successful implementation of the downsizing and stabilization process before preparing a chapter 11 plan. The Debtor is represented by: Paul A. Beck, Esq. Lewis R. Landau, Esq. LAW OFFICES OF PAUL A. BECK, APC 13701 Riverside Drive, Suite 701 Sherman Oaks, CA 91423 Telephone: (818)501-1141 Facsimile: (818)501-1241 Email: pab@pablaw.org lew@landaunet.com The DuPont Parties are represented by: Robert L. Eisenbach III, Esq. J. Michael Kelly, Esq. COOLEY LLP 101 California Street, 5th Floor San Francisco, CA 94111-5800 Telephone: (415)693-2000 Facsimile: (415)693-2222 Email: reisenbach@cooley.com kelleyjm@cooley.com The Committee is represented by: Steven M. Spector, Esq. Brian T. Harvey, Esq. BUCHALTER NEMER, APC 1000 Wilshire Boulevard, Suite 1500 Los Angeles, CA 90017-2457 Telephone: (213)891-0700 Facsimile: (213)896-0400 Email: sspector@buchalter.com bharvey@buchalter.com About Net Data Centers Net Data Centers, Inc. filed a Chapter 11 bankruptcy petition  (Bankr. C.D. Cal. Case No. 15-12690) on Feb. 23, 2015. Pervez P.  Delawalla, the president & CEO, signed the petition. The Hon.  Sheri Bluebond is assigned to the case. William F Govier, Esq., at Lesnick Prince & Pappas LLP, serves as counsel to the Debtor.   The Debtor disclosed $9,110,070 in assets and $5,236,687 in  liabilities as of the Chapter 11 filing.   The U.S. trustee appointed three creditors to serve on the  Official Committee Of Unsecured Creditors.  The Committee is represented by Buchalter Nemer, APC. NEW LOUISIANA: Hearing on Palm Terrace Asset Sale Is on July 28 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Louisiana will continue on July 28, 2015, at 1:30 p.m. the hearing to consider New Louisiana Holdings LLC's motion to sell the assets of the Palm Terrace debtors SA-Lakeland, LLC; SA-Clewiston, LLC; and SA-St. Petersburg, LLC. On Jan. 23, 2015, the Palm Terrace Debtors filed a motion seeking, among other things, authority to assume and assign certain agreements in connection with the sale of substantially all of the Palm Terrace Debtors' assets. On March 20, 2015, the Court entered an amended order granting the Palm Terrace Debtors' sale motion and establishing procedures for the assumption and assignment of executory contracts and unexpired leases. With respect to the assumption and assignment of executory contracts and unexpired leases, the March 20, 2015 amended order provides that the Palm Terrace Debtors are to file with the Court and serve proper notice of each executory contract and unexpired lease that the Palm Terrace Debtors intend be assumed and assigned, along with what the Palm Terrace Debtors' records show to be the applicable cure amounts. On May 11, 2015, the Palm Terrace Debtors served upon the creditor tort claimants injured by the Florida nursing homes operated by the Palm Terrace Debtors a notice of executory contracts and unexpired leases that may be assumed and assigned, in connection with the sale, and the proposed cure amounts. Pursuant to the cure notice, the Palm Terrace Debtors indicate that they may seek to assume and assign certain agreements to a potential purchaser of their assets. Under the cure notice, the deadline to file objections to the Palm Terrace Debtors' proposed assumption and assignment of certain executory contracts was May 26, 2015. On May 22, 2015, the Claimants filed a preliminary objection to the notice of executory contracts and unexpired leases that may be assumed and assigned, in connection with the sale of the assets, and proposed cure amounts. The Claimants claim that the assumption and assignment of the contracts, and in particular the Halcyon Rehabilitation, LLC contracts, do not enhance the Palm Terrace Debtors' estate. According to the Claimants, the Palm Terrace Debtors fail to provide sufficient information to determine whether the contracts are executory. A copy of the objection is available for free at: http://is.gd/IdrjaJ On May 24, 2015, the Debtors filed a notice of extension of deadlines to select stalking horse bidder and to submit qualified bids and rescheduled dates for auctin and sale hearing. The sale hearing, among other things, was rescheduled to July 7, 2015 at 10:00 a.m. (CT). The Court also set for July 28 the hearing to consider SA-Lakeland, LLC's motion for order approving collective bargaining agreement with United Food and Commercial Workers Union Local 1625 and the motion to extend the time or limit the exclusivity periods within which the Debtors may file and solicit acceptances of a plan of reorganization on behalf of New Lousiana Holdings. The Court will consider in a hearing on July 21, 2015, at 10:00 a.m. the motion for authorization to implement certain procedures to employ and compensate professionals in the ordinary course of business on behalf of New Louisiana Holdings. The Claimants are represented by: James L. Wilkes, II, Esq. Bennie Lazzara, Jr., Esq. Joanna M. Greber, Esq. Katherine A. McFarland, Esq. kmcfarland@wilkesmchugh.com Wilkes & McHugh, P.A. One North Dale Mabry, Suite 800 Tampa, Florida 33609 Tel: (813) 873-0026 Fax: (813) 286-8820 E-mail: jwilkes@wilkesmchugh.com bennie@wilkesmchugh.com jgreber@wilkesmchugh.com and Donohue Patrick & Scott, PLLC Kirk A. Patrick, III, Esq. 450 Laurel Street, Suite 1600 Baton Rouge, LA 70801 Tel: (225) 214-1908 Fax: (225) 214-3551 E-mail: kpatrick@dps-law.com About New Louisiana Holdings New Louisiana Holdings LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 14-50756), on June 25, 2014. Ten affiliates of New Louisiana -- Acadian 4005 Tenant, LLC (Case No. 14-50850), Atrium 6555 Tenant, LLC, dba The Atrium at Lafreniere Assisted Living (Case No. 14-50851), Citiscape 5010 Tenant, LLC, dba Citiscape Apartments (Case No. 14-50853), Lakewood Quarters Assisted 8585 Tenant, LLC (Case No. 14-50854), Lakewood Quarters Rehab 8225 Tenant, LLC (Case No. 14-50855), Panola 501 Partners, LP (Case No. 14-50862), Regency 14333 Tenant, LLC (Case No. 14-50861), Retirement Center 14686 Tenant, LLC (Case No. 14-50856), Sherwood 2828 Tenant, LLC (Case No. 14-50857), St. Charles 1539 Tenant, LLC (Case No. 14-50858) and Woodland Village 5301 Tenant, LLC (Case No. 14-50859) filed Chapter 11 bankruptcy petitions on July 16, 2014. Fifteen additional affiliates of New Louisiana -- SA-PG Ocala LLC (Case No. 14-50909), SA-PG Operator Holdings LLC (Case No. 14-50912), SA-PG Clearwater LLC (Case No. 14-50913), SA-PG Gainesville LLC (Case No. 14-50914), SA-PG Jacksonville LLC (Case No. 14-50915), SA-PG Largo LLC (Case No. 14-50916), SA-PG North Miami LLC (Case No. 14-50917), SA-PG Orlando LLC (Case No. 14-50918), SA-PG Pinellas LLC (Case No. 14-50919), SA-PG Port St. Lucie LLC (Case No. 14-50920), SA-PG Sun City Center LLC (Case No. 14-50921), SA-PG Tampa LLC (Case No. 14-50922), SA-PG Vero Beach LLC (Case No. 14-50923), SA-PG West Palm Beach LLC (Case No. 14-50924) and SA-PG Winterhaven LLC (Case No. 14-50925) filed separate Chapter 11 bankruptcy petitions on July 28, 2014. Four more affiliates of New Louisiana -- CHC-CLP Operator Holding LLC (Case No. 14-51104), SA-St. Petersburg LLC (Case No. 14-51101), SA-Clewiston LLC (Case No. 14-51102) and SA-Lakeland LLC (Case No. 14-51103) -- that operate skilled nursing facilities located in Lakeland, Clewiston and St. Peterburg, Florida, sought protection under Chapter 11 of the Bankruptcy Code on Sept. 3, 2014. The Chapter 11 cases are jointly consolidated with New Louisiana's Chapter 11 case at Case No. 14-50756 before Judge Robert Summerhays of the United States Bankruptcy Court for the Western District of Louisiana (Lafayette). The Debtors are represented by Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, in Dallas, Texas. Jan M. Hayden and Baker Donelson Bearman Caldwell & Berkowitz, P.C. serves as local counsel. The U.S. Trustee for Region 5 on Oct. 3, 2014, appointed three creditors of New Louisiana Holdings, LLC, to serve on the official committee of unsecured creditors. Pepper Hamilton LLP and McGlinchey Stafford PLLC serve as counsel to the Committee. NEW YORK CITY OPERA: Board Withdraws Plan to Sell Name ------------------------------------------------------ Jennifer Smith, writing for The Wall Street Journal, reported that a plan to sell off New York City Opera's name and other assets has been withdrawn by the defunct opera company's board, following months of legal wrangling between two bidders who both hope to revive the scrappy company once known as "The People's Opera." According to the Journal, the opera's board has recently been weighing another option: reorganizing the company through the bankruptcy process, with one of the bidders serving as a plan sponsor. About New York City Opera New York City Opera, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 13-13240) on Oct. 3, 2013. Created 70 years ago, the company was once dubbed "the people's opera" by Mayor Fiorello LaGuardia, and was a breeding ground for young talent that included Beverly Sills and Placido Domingo. The Opera estimated between $1 million and $10 million in both assets and debt. The petition was signed by George Steel, general manager and artistic director. Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, serves as the opera's counsel. Ewenstein Young & Roth LLP serves as special counsel. NEW YORK MILITARY: ALG Seeks to Pursue State Court Suit ------------------------------------------------------- Advanced Learning Group, LLC, asks the U.S. Bankruptcy Court for the Southern District of New York, Poughkeepsie Division, to modify the automatic stay imposed in the Chapter 11 case of New York Military Academy, in order to proceed with a lawsuit pending in a state court. Advanced Learning is represented by: Brian J. Butler, Esq. BOND, SCHOENECK & KING, PLLC One Lincoln Center Syracuse, New York 13202 Telephone: (315)218-8000 Facsimile: (315)218-8100 Email: bbutler@bsk.com About New York Military Academy New York Military Academy, a private coeducational boarding school, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-35379) on March 3, 2015. David B. Fields signed the petition as first vice-president. The Debtor reported total assets of $10.5 million and total debts of $10.9 million.   Lewis D. Wrobel, Esq., at Lewis D. Wrobel, represents the Debtor as counsel.   The U.S. Trustee for Region 2 appointed three unsecured creditors to serve on the Official Committee of Unsecured Creditors.  NEW YORK MILITARY: Lender Seeks to Pursue Foreclosure Suit ---------------------------------------------------------- Cornwall Improvement, LLC, asks the U.S. Bankruptcy Court for the Southern District of New York to lift the automatic stay imposed in the Chapter 11 case of New York Military Academy to allow it to continue to prosecute the foreclosure action initiated in state court. Cornwall lent the Debtor $5,850,000, with the obligation secured by a first mortgage on the Debtor's real property located at 78 Academy Avenue, in Cornwall, New York, as well as a security interest in all of its personal property and fixtures. Cornwall's counsel, Thomas Genova, Esq., at Genova & Malin, in Wappingers Falls, New York, tells the Bankruptcy Court that the obligations owed to Cornwall Improvement fell into default and a foreclosure action was commenced in the New York State Supreme Court, County of Orange. As of July 1, 2015, the Debtor owes Cornwall Improvement approximately $8,300,000. The Debtor has not filed a Plan of Reorganization and Disclosure Statement, and neither has the Debtor obtained an Order approving a Sale. Mr. Genova sayd Cornwall Improvement's collateral is not adequately protected, as the Debtor currently maintains no operations and has been almost wholly dependent on Cornwall Improvement's debtor-in-possession loan to survive, and that it would be unfair and inequitable to delay Cornwall Improvement in the foreclosure of the Debtor's real property. He adds that the Debtor is unable, on a cash flow basis, to pay its insurance, property maintenance, or any adequate protection payments. Cornwall is represented by: Thomas Genova, Esq. Andrea B. Malin, Esq. GENOVA & MALIN Hampton Business Center 1136 Route 9 Wappingers Falls, New York 12590 Telephone: (845)298-1600 About New York Military Academy New York Military Academy, a private coeducational boarding school, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-35379) on March 3, 2015. David B. Fields signed the petition as first vice-president. The Debtor reported total assets of $10.5 million and total debts of $10.9 million.   Lewis D. Wrobel, Esq., at Lewis D. Wrobel, represents the Debtor as counsel.   The U.S. Trustee for Region 2 appointed three unsecured creditors to serve on the Official Committee of Unsecured Creditors. NORTH AMERICAN TUNGSTEN: Court Approves Callidus Financing Deal --------------------------------------------------------------- North American Tungsten Corporation Ltd. on July 10 disclosed that it has entered into a $2.5 million interim financing with Callidus Capital Corporation, which was approved by the Supreme Court of British Columbia on July 9, 2015. Under the terms of the Interim Facility, Callidus has agreed to lend to the Company $2.5 million, to be drawn down in accordance with the Company's cash flow statement that has been provided to Callidus. The interest rate for the Interim Facility is 21% per annum, subject to an additional 2% default interest rate. The Interim Facility will mature on the earlier of November 15, 2015 and the end of the stay of proceedings pursuant to the initial Court order under the Companies' Creditors Arrangement Act. The Interim Facility is secured by a first-ranking super priority charge against all assets of NATC. The Company also entered into a forbearance agreement with Callidus pursuant to which the Company has agreed to continue to make payments to Callidus in respect of its existing loans and other covenants in return for Callidus forbearing from exercising its rights and remedies under its existing loans. On June 9, 2015, NATC commenced restructuring proceedings under the CCAA pursuant to the Initial Order. NATC's need to restructure under the CCAA was attributable to a number of factors including the continuation of low prevailing market prices of APT, high debt service payments, insufficient capitalization, and operational issues. While NATC had successfully stabilized its business operations after the initial filing and had implemented certain cost-saving measures to substantially cover its operating costs, the Company required interim financing to provide sufficient capital to effect an orderly restructuring of the operations. In addition to approving the Interim Facility, the Court also extended the relief under the Initial Order to July 17, 2015. The Company anticipates seeking a further extension at that time, in conjunction with approval of a Sale and Investor Solicitation Process. The Company will release further details regarding the SISP in due course. In the interim, while under CCAA protection, creditors and others are stayed from pursuing any claims or enforcing any rights against NATC. During this time, and with the benefit of the Interim Facility, NATC expects operations will continue uninterrupted and all obligations to employees and suppliers of goods and services provided after the filing date will continue to be met. All inquiries regarding the CCAA proceeding should be directed to Alvarez & Marsal Canada Inc., the Court appointed monitor in the CCAA proceeding (Marianna Lee, (604) 639-0845). Information about the Company's CCAA proceeding, including all Court Orders and the Monitor's reports, will be available on the Monitor's website at www.alvarezandmarsal.com/northamerican About North American Tungsten Corporation Ltd. The Company is a publicly listed Tier 1 Junior Resource Company engaged primarily in the operation, development, and acquisition of tungsten and other related mineral properties in Canada. The Company's 100% owned Cantung mine and Mactung development project make it one of the few tungsten producers with a strategic asset in the western world. Mactung is one of the world's largest known undeveloped high grade tungsten-skarn deposits. ONE SOURCE: Can Pay Adequate Protection to RBS Citizens Bank ------------------------------------------------------------ U.S. Bankruptcy Judge Russell F. Nelms has signed off on an agreed order authorizing One Source Industrial Holdings, LLC, and One Source Industrial LLC to grant adequate protection to RBS Citizens Bank N.A. Prior to the Petition Date, RBS Citizens claims a security interest against One Source in a 2013 Dodge Ram 1500 truck to secure claims of $27,949.74, which is disputed by the Debtors. Under the agreed order, the automatic stay currently in effect in the Chapter 11 cases will remain in effect with respect to Citizens contingent upon Holdings making monthly adequate protection payments to Citizens in the amount of $190.94 each, with such adequate protection payments being due and payable by Holdings to Citizens on the 10th day of each month, beginning on July 10, 2015, and continuing until the confirmation of the Debtors' plan of reorganization. Holdings shall have a 7-calendar day grace period from the due date in which to make each payment without being in breach of the Order. About One Source Industrial One Source Industrial Holdings, LLC, and One Source Industrial LLC are both limited liability companies. One Source Industrial Holdings holds equipment utilized by various related entities which provide rental equipment and industrial services to businesses in the oil and gas, refining, manufacturing, pipeline, shipping, and construction industries. Industrial provides executive management, accounting, and overhead services for Holdings. One Source Holdings sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 14-44996) on Dec. 16, 2014. One Industrial sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-400038) on Jan. 4, 2015. Judge Russell F. Nelms presides over the Holdings' case. J. Robert Forshey, Esq., and Suzanne K. Rosen, Esq., at Forshey & Prostok, LLP, represents the Debtors. The Debtors tapped EJC Ventures LP as financial consultant. The Debtor disclosed $12,036,897 in assets and $15,890,063 in liabilities as of the Chapter 11 filing. The U.S. Trustee appointed five creditors to serve on the official committee of unsecured creditors. ONE SOURCE: Seeks Approval of Insurance Premium Finance Agreement ----------------------------------------------------------------- One Source Industrial Holdings, LLC, ask the Bankruptcy Court to approve Postpetition Insurance Premium Finance and Security Agreement and authorizing payment of flat fee to Insurance Broker. The Debtors obtained new policies for their Insurance on June 10, 2015. However, the Debtors have not yet made payment for the premiums on the new policies. The premiums for all Insurance total over $1.6 million. The Debtors are not able to pay the premiums in a lump sum and must therefore finance the premiums. The Debtor and BankDirect Capital Finance, a division of Texas Capital Bank, have negotiated the terms of a Commercial Insurance Premium Finance and Security Agreement. Under the Loan Agreement, BankDirect will finance the Debtors' purchase of the Insurance. Under the Loan Agreement, a $250,000 down payment is required and the amount financed is $1,360,513.47. The Debtors are required to make 10 monthly installment payments to BankDirect in the amount of $139,247.93 each, with the first such payment due on July 1, 2015 and subsequent payments due on the first day of each succeeding month. As collateral to secure repayment of the indebtedness due under the Loan Agreement, the Debtors grant to BankDirect a security interest in, among other things, the Insurance policies and any unearned premiums of the Insurance policies. Under the Loan Agreement, BankDirect is appointed as the Debtors' attorney-in-fact with the irrevocable power to cancel the Insurance policies and collect the unearned premiums in the event that the Debtors default on their obligations under the Loan Agreement. The Debtors and BankDirect have also agreed to the following additional form of adequate protection not expressly stated in the Loan Agreement: if the Debtors do not timely make any of the payments due under the Loan Agreement as they become due, the automatic stay of section 362 of the Bankruptcy Code shall automatically lift to enable BankDirect and/or third parties, including insurance companies providing the coverage under the Insurance policies, to take all steps necessary and appropriate to cancel the Insurance policies, collect the collateral and apply such collateral to the indebtedness owed to BankDirect by the Debtors; provided, however, that in exercising such rights, BankDirect and/or third parties shall comply with the notice requirements and other relevant provisions of the Loan Agreement. In the past, Industrial utilized insurance brokers to procure policies and paid on a commission basis. Industrial changed brokers for purposes of obtaining the new Insurance policies. Industrial's new broker is Willis of Texas, Inc. Industrial negotiated an Insurance Procurement Service Agreement. The Procurement Agreement requires Industrial to pay a flat fee to Willis of $100,000 in exchange for Willis's services in procuring the Insurance for the Debtors. The Flat Fee is payable in four monthly installments of $25,000 each, with such installments due on the following days: August 31, 2015; September 30, 2015; October 31, 2015; and November 30, 2015. Willis will also provide a number of other ancillary services free of charge. The Flat Fee is akin to a typical commission charged by an insurance broker. However, Industrial believes that the Flat Fee negotiated with Willis is less than what Industrial would have to pay to a broker on a commission basis. Therefore, not only is the Flat Fee a normal expense associated with the essential insurance procurement services provided by Willis, it amounts to a discounted expenses that will result in overall savings for Industrial's estate. About One Source Industrial One Source Industrial Holdings, LLC, and One Source Industrial LLC are both limited liability companies. One Source Industrial Holdings holds equipment utilized by various related entities which provide rental equipment and industrial services to businesses in the oil and gas, refining, manufacturing, pipeline, shipping, and construction industries. Industrial provides executive management, accounting, and overhead services for Holdings. One Source Holdings sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 14-44996) on Dec. 16, 2014. One Industrial sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-400038) on Jan. 4, 2015. Judge Russell F. Nelms presides over the Holdings' case. J. Robert Forshey, Esq., and Suzanne K. Rosen, Esq., at Forshey & Prostok, LLP, represents the Debtors. The Debtors tapped EJC Ventures LP as financial consultant. The Debtor disclosed $12,036,897 in assets and $15,890,063 in liabilities as of the Chapter 11 filing. The U.S. Trustee appointed five creditors to serve on the official committee of unsecured creditors. ONE SOURCE: To Make Monthly Payments to JPM for Vehicle Use ----------------------------------------------------------- U.S. Bankruptcy Judge Judge Russell F. Nelms has signed off on an agreed order authorizing One Source Industrial Holdings, LLC, and One Source Industrial LLC to grant adequate protection to JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, as creditor, asserts a perfected purchase money security interest in a 2012 Dodge Ram 3500, Vehicle Identification Number 3C7WDTCL2CG198119. Creditor Midland County has also asserted an interest in the Vehicle on account of a tax lien. As a condition for the use of the Vehicle, the Debtor will pay adequate protection payments of $325.78 monthly beginning June 20, 2015 and will continue to pay on the 20th day of each consecutive month until the Effective Date of Debtor's Chapter 11 Plan or as provided in any order regarding confirmation of the Debtor’s Chapter 11 Plan. In the event that Debtor surrenders the Vehicle or files a Chapter 11 Plan to surrender the Vehicle, the automatic stay will immediately terminate as to the Vehicle. About One Source Industrial One Source Industrial Holdings, LLC, and One Source Industrial LLC are both limited liability companies. One Source Industrial Holdings holds equipment utilized by various related entities which provide rental equipment and industrial services to businesses in the oil and gas, refining, manufacturing, pipeline, shipping, and construction industries. Industrial provides executive management, accounting, and overhead services for Holdings. One Source Holdings sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 14-44996) on Dec. 16, 2014. One Industrial sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-400038) on Jan. 4, 2015. Judge Russell F. Nelms presides over the Holdings' case. J. Robert Forshey, Esq., and Suzanne K. Rosen, Esq., at Forshey & Prostok, LLP, represents the Debtors. The Debtors tapped EJC Ventures LP as financial consultant. The Debtor disclosed $12,036,897 in assets and $15,890,063 in liabilities as of the Chapter 11 filing. The U.S. Trustee appointed five creditors to serve on the official committee of unsecured creditors. OXANE MATERIALS: Amends List of 20 Largest Unsecured Creditors -------------------------------------------------------------- Oxane Materials, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas amended list of creditors holding 20 largest unsecured claims, which (i) includes Comerica Bank and Northern Metalic Sales Ltd.; and (ii) excludes TEC Staffing Services and Eutectic Corporation from the list. Name of creditor Nature of claim Amount of Claim ---------------- --------------- --------------- Total Energy Ventures Investor $1,707,345 International (SAS 2 place Jean Millier La Defense 6 92078 Paris La Defense Cedex France Comerica Bank Loans $7,027,122 333 West Santa Clar St. 12th Floor San Jose, CA 95113 BP Alternative Energy Investor $720,417 International Ltd 150 West Warrenville Road, J-8 Naperville, IL 60563 Zschimmer & Schwarz Inc. Services $555,102 70 GA Highway 22W Milledgeville, GA 31061 Alan L. Sarroff Investor $353,820 43 Meadow Woods Road Great Neck, NY 11020-1324 Arkansas Economic Note $259,999 Development Commission 900 West Capitol Avenue Suite 400 Little Rock, AR 72201 Thermal Specialties Services $235,765 Construction Aluchem Inc. Materials $209,550 Crawford County Tax Property Taxes $184,683 Collector Paresh D. Kanani Investor $175,000 41 Holmead Road Equipment Pro, Inc. Services $163,959 Hess Pumice Products, Inc. Materials $150,474 Glencore Ltd. Services $147,889 Schneck Process, LLC Services $147,045 Spraying Systems Co. Services $139,191 Cockrum Welding Fabrication, Services $137,218 Inc. Savino Del Bene USA, Inc. Services $82,416 Lazard Freres & Co. LLC Services $72,882 Northern Metalic Sales Ltd. Railcar $70,035 Staccato International Co. Services $65,093 About Oxane Materials Oxane Materials, Inc., a developer of nanotechnologies based in Houston, Texas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex., Case No. 15-32940), on May 31, 2015. The case is assigned to Judge Jeff Bohm. The Debtor tapped to employ Morris Dean Weiss, Esq., at Taube Summers Harrison Taylor Meinzer Brown LLP as bankruptcy counsel; Gregory S. Milligan of Harney Management Partners, LLC, as chief restructuring officer. The Debtor sought authorization to sell all of its intellectual property assets to Halliburton Energy Services Inc. for $2,500,000. The Debtor's prepetition lender Comerica Bank is represented by J. Frasher Murphy, Esq., and Sean B. Davis, Esq., at Winstead PC. OXANE MATERIALS: Files Schedules of Assets and Liabilities ---------------------------------------------------------- Oxane Materials, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $450,000 B. Personal Property $5,398,972 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $39,615,372 E. Creditors Holding Unsecured Priority Claims $211,025 F. Creditors Holding Unsecured Non-Priority Claims $3,196,844 ----------- ----------- Total $5,848,972 $43,023,241 A copy of the schedules is available for free at: http://bankrupt.com/misc/OxaneMaterials_95_SAL.pdf About Oxane Materials Oxane Materials, Inc., a developer of nanotechnologies based in Houston, Texas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex., Case No. 15-32940), on May 31, 2015. The case is assigned to Judge Jeff Bohm. The Debtor tapped to employ Morris Dean Weiss, Esq., at Taube Summers Harrison Taylor Meinzer Brown LLP as bankruptcy counsel; Gregory S. Milligan of Harney Management Partners, LLC, as chief restructuring officer. The Debtor sought authorization to sell all of its intellectual property assets to Halliburton Energy Services Inc. for $2,500,000. The Debtor's prepetition lender Comerica Bank is represented by J. Frasher Murphy, Esq., and Sean B. Davis, Esq., at Winstead PC. OXANE MATERIALS: Has Final Authority to Use Cash Collateral ----------------------------------------------------------- Judge Jeff Bohm of the United States Bankruptcy Court for Southern District of Texas, Houston Division, gave Oxane Materials, Inc., final authority to use cash collateral securing its prepetition indedtedness from Comerica Bank. As of the Petition Date, the Debtor's indebtedness to the Lender includes unpaid principal in the amount of at least $7,027,122, accrued but unpaid interest in the amount of at least $128,752, credit card indebtedness in the amount of $6,003, and other unpaid fees and expenses. The Debtor also notified that it has completed on July 1, 2015, the investigation as defined in the Final Cash Collateral Order. The Debtor is represented by: Eric J. Taube, Esq. Morris D. Weiss, Esq. Christopher G. Bradley, Esq. TAUBE SUMMERS HARRISON TAYLOR MEINZER BROWN LLP 100 Congress Avenue, Suite 1800 Austin, TX 78701 Tel: 512 472-5997 Fax: 512 472-5248 Email: etaube@taubesummers.com mweiss@taubesummers.com cbradley@taubesummers.com About Oxane Materials Oxane Materials, Inc., a developer of nanotechnologies based in Houston, Texas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex., Case No. 15-32940), on May 31, 2015. The case is assigned to Judge Jeff Bohm. The Debtor's counsel is Morris Dean Weiss, Esq., at Taube Summers Harrison Taylor Meinzer Brown LLP, in Austin, Texas. PASTAZIOS PIZZA: Owner Files Chapter 11 Bankruptcy Petition ----------------------------------------------------------- Gruber Hurst Elrod Johansen Hail Shank on July 10 disclosed that a young woman who was sexually assaulted in 2011 by the owner of a popular pizza restaurant in Addison, Texas, has been awarded $21.43 million following a four-day bench trial heard in the 193rd District Court in Dallas. Judge Carl Ginsberg issued the award on July 9 after hearing evidence that Ajredin "Danny" Deari, owner of co-defendant Pastazios Pizza in Addison, served the then-18-year-old victim multiple rounds of beer and whiskey at the restaurant under the pretext of a job interview. The victim eventually passed out and awoke in a nearby hotel room while she was being sexually assaulted by Mr. Deari, who then fled the scene. Subsequent physical examinations determined that Mr. Deari had infected her with herpes during the assault. The woman, who is identified as "Jane Doe" due to the nature of the assault and her age at that time, was in Judge Ginsberg's courtroom throughout the trial. "The judge called this the most offensive set of facts he had ever seen during his time on the bench," says Dallas attorney Trey Crawford of Gruber Hurst Elrod Johansen Hail Shank, who represented the woman at trial with co-counsel Royce West of Dallas' West & Associates L.L.P. and Gruber Hurst Elrod co-founder Michael Gruber. Mr. Deari pleaded no contest to criminal charges and the next day filed for personal and business bankruptcy protection. Pastazios continues to operate under Chapter 11 status. "This is certainly one of the largest bench trial judgments in Dallas County in recent memory," says Mr. West. "This young woman has been waiting for justice for four long years, and she's fought very hard to make sure that every business owner is aware of the consequences of their actions." Gruber Hurst Elrod attorney Brian Mason also represented the woman at trial. The case is Jane Doe v. Pastazios Pizza, Inc.; and Ajredin "Danny" Deari, No. 13-04564. PLZ AEROSCIENCE: S&P Assigns 'B' Proposed Secured Debt Rating ------------------------------------------------------------- Standard & Poor's Ratings Services said that it is assigning a 'B' issue-level rating to Plaze Inc.'s (a wholly owned subsidiary of PLZ Aeroscience Corp.) proposed secured debt to be issued for PLZ Aeroscience Corp. composed of a first lien $30 million revolver and a $315 million term loan following the announcement that a new financial sponsor, Pritzker Group Private Capital, is acquiring the company. At the same time, S&P is assigning a '3' recovery rating to the proposed first-lien debt indicating its expectation of meaningful (lower half of the 50% to 70% range) recovery in the event of default. S&P changed the EBITDA multiple to 5.5x from 5x to account for the company's stronger operating margins relative to its peers'. Pritzker is buying the business from Olympus Partners, which acquired a majority stake in the company in 2011 from AEA Investors. The 'B' corporate credit rating and stable outlook is unchanged. The ratings on PLZ Aeroscience reflect Standard & Poor's assessment of the company's "weak" business risk, "highly leveraged" financial risk, and "adequate" liquidity. Simulated default and valuation assumptions -- Simulated year of default: 2018 -- EBITDA at emergence: $35 million -- EBITDA multiple: 5.5x Simplified waterfall: -- Net enterprise value (after 5% administrative costs): $183 million -- Valuation split in % (obligors/nonobligors): 75/25 -- Value available to first-lien debt claims (collateral/noncollateral): -- $169 million/$14 million -- Secured first-lien debt claims: $352 million -- Recovery expectations: 50% to 70% (lower half of the range) -- Total value available to unsecured claims: $14 million -- Recovery expectations: Not applicable Notes: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from nonobligors after nonobligor debt. RATINGS LIST PLZ Aeroscience Corp. Corporate credit rating B/Stable/-- New Rating Plaze Inc. Senior secured $30 million revolver first-lien debt B $315 million term loan B Recovery rating 3 PROSPECT SQUARE: Proposes to Sell Ohio Shopping Center for $12.2MM ------------------------------------------------------------------ Prospect Square 07 A, LLC, and its affiliated debtors seek permission from the U.S. Bankruptcy Court for the District of Colorado to sell their retail shopping center at 9690 Colerain Ave., in Cincinnati, Ohio, to ACF Property Management, Inc., for $12,200,000. The parties agreed that the sale closing date would be July 31, 2015, or an earlier date designated by the Buyer up to not less than 5 business days' prior written notice. The Debtors' counsel, Leigh A. Flanagan, Esq., at Kurtner Brinen Garber, P.C., in Denver, Colorado, asserts that if approved, the sale will allow the Debtors to comply with the Settlement Agreement which represents a global and reasonable resolution of the issues that are involved in the bankruptcy proceeding, receivership and foreclosure proceeding. Ms. Flanagan adds that the sale will result in a work-out between the parties and a consensual sale of the Property, without need for further expense in the pending proceedings. The Debtors are represented by: Lee M. Kutner, Esq. Leigh A. Flanagan, Esq. KURTNER BRINEN GARBER, P.C. 1660 Lincoln Street, Suite 1850 Denver, CO 80264 Telephone: (303)832-2400 Facsimile: (303)832-1510 Email: lmk@kurtnerlaw.com laf@kurtnerlaw.com About Prospect Square Prospect Square 07 A, LLC, and related entities sought Chapter 11 bankruptcy protection from creditors (Bankr. D. Colo. Lead Case No. 14-10896) in Denver on Jan. 29, 2014.   Prospect Square 07 A is a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B) with principal assets located at 9690  Colerain Avenue, Cincinnati, Ohio. The Debtor listed $16 million in assets and more than $12 million in liabilities. Lee M.  Kutner, Esq., at Kutner Brinen Garber, P.C., in Denver, serves as  the Debtors' counsel.   Lender MSCI 2007-IQ16 Retail 9654, LLC, is represented by James T.  Markus, Esq., and Jeffery O. McAnallen, Esq., at Markus Williams  Young & Zimmermann LLC.   The U.S. Trustee for Region 19 said that no committee of unsecured  creditors for the case was formed since there were too few  creditors who are willing to serve on the committee.  PROSPECT SQUARE: U.S. Trustee Seeks Dismissal of Ch. 11 Cases ------------------------------------------------------------- Patrick S. Layng, U.S. Trustee for Region 19, asks the U.S. Bankruptcy Court for the District of Colorado to dismiss the Chapter 11 cases of Prospect Square 07 A, LLC, and its debtor affiliates, as there appears to be no assets that can be administered for the benefit of unsecured creditors. Daniel Morse, Assistant U.S. Trustee, tells the Court that as a result of an order granting the motion for relief from stay on the Debtors' primary asset dated February 17, 2015, there appears to have been a substantial diminishment of the bankruptcy estate. Mr. Morse further tells the Court that the continued accrual of administrative expenses, including U.S. Trustee quarterly fees and professional fees, is also diminishing the bankruptcy estate. He adds that the entry of the Stay Relief Order leaves Debtor unable to rehabilitate itself. MSCI 2007-IQ16 Retail 9654, LLC, Lender, tells the Court that while the Lender does not object to the dismissal of the bankruptcy case as requested by the U.S. Trustee, it objects to the form of the order and request that the Court enter an order specifically providing that the order approving its Settlement with the Debtors and the Settlement Agreement survive the dismissal of the bankruptcy cases. The Dismissal Motion and the Limited Objection are scheduled for a non-evidentiary hearing on July 22, 2015. MSCI 2007 is represented by: James T. Markus, Esq. Jeffrey O. McAnallen, Esq. MARKUS WILLIAMS YOUNG & ZIMMERMANN LLC 1700 Lincoln, Suite 4550 Denver, CO 80203 Telephone: (303)830-0800 Facsimile: (303)830-0809 Email: jmarkus@markuswilliams.com jmcanallen@markuswilliams.com About Prospect Square Prospect Square 07 A, LLC, and related entities sought Chapter 11 bankruptcy protection from creditors (Bankr. D. Colo. Lead Case No. 14-10896) in Denver on Jan. 29, 2014.   Prospect Square 07 A is a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B) with principal assets located at 9690  Colerain Avenue, Cincinnati, Ohio. The Debtor listed $16 million in assets and more than $12 million in liabilities. Lee M. Kutner, Esq., at Kutner Brinen Garber, P.C., in Denver, serves as  the Debtors' counsel.   Lender MSCI 2007-IQ16 Retail 9654, LLC, is represented by James T.  Markus, Esq., and Jeffery O. McAnallen, Esq., at Markus Williams  Young & Zimmermann LLC.   The U.S. Trustee for Region 19 said that no committee of unsecured  creditors for the case was formed since there were too few  creditors who are willing to serve on the committee.  RADIOSHACK CORP: Asks Judge to Toss Gift-Card Suit -------------------------------------------------- Tom Corrigan, writing for Dow Jones' Daily Bankruptcy Review, reported that lawyers for the former RadioShack Corp. have asked a bankruptcy judge to throw out a lawsuit brought by the Texas attorney general over the retailer's unredeemed gift cards. According to the report, in papers filed on July 14 with the U.S. Bankruptcy Court in Wilmington, Del., the former RadioShack said the rights of its gift-card holders are fully protected under a liquidation plan it hopes to present for court approval in August. About RadioShack Corporation Headquartered in Fort Worth, Texas, RadioShack 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. The bankruptcy case is assigned to Judge Brendan L. Shannon. REMY INTERNATIONAL: S&P Puts 'BB-' CCR on CreditWatch Positive -------------------------------------------------------------- Standard & Poor's Ratings Services said that it has placed its ratings on Pendleton, Ind.-based rotating electrical component producer Remy International Inc., including S&P's 'BB-' corporate credit rating on the company, on CreditWatch with positive implications. "The CreditWatch placement follows BorgWarner Inc.'s announcement that it plans to acquire Remy International for about $1.2 billion," said Standard & Poor's credit analyst Naomi Dsouza. The transaction is subject to customary terms and conditions, including antitrust and regulatory clearances in the U.S. and abroad. S&P expects that all of Remy's outstanding senior secured debt that S&P rates will be repaid as part of this transaction. S&P will resolve the CreditWatch when the transaction closes. S&P expects to raise its rating on the company following the close of the transaction, reflecting S&P's view that Remy's credit quality would be aligned with that of BorgWarner Inc., at which point S&P also expects to subsequently withdraw its corporate credit and issue-level ratings on the company and its debt. RESIDENTIAL CAPITAL: Objection to Claim No. 4091 Sustained ---------------------------------------------------------- Judge Martin Glenn of the United States Bankruptcy Court for Southern District of New York sustained ResCap Borrower Claims Trust's objection to claim no. 4091 filed by Joycelyn W. Unciano. Claim No. 4091 is based on state law causes of action that Unciano had previously asserted against Debtor GMAC Mortgage, LLC, in an action removed to Hawaii federal court. The Trust, in an omnibus objection to similar claims, argued that Unciano's Claim is barred by the doctrine of res judicata because her action was dismissed with prejudice and the dismissal was affirmed on appeal. Judge Glenn said claim is disallowed and expunged in its entirety. Unciano's ongoing Land Court action is not an action for damages and does not carve out an exception to res judicata, Judge Glenn ruled. Because Unciano's Claim seeking money damages against GMACM is based solely on the Unciano Action, which has been finally adjudicated on the merits by the District Court, her Claim is barred by the doctrine of res judicata, Judge Glenn concluded. The bankruptcy case is In re: RESIDENTIAL CAPITAL, LLC, et al., Chapter 11, Debtors, Case No. 12-12020 (MG), JOINTLY ADMINISTERED (Bankr. S.D.N.Y.). A full-text copy of Judge Glenn's Memorandum Opinion and Order dated June 26, 2015, available at http://is.gd/kZddvWfrom Leagle.com. Norman S. Rosenbaum, Esq. -- nrosenbaum@mofo.com -- Jordan A. Wishnew, Esq. -- jwishnew@mofo.com -- Jessica J. Arett, Esq. -- jarett@mofo.com -- of Morrison & Foerster LLP serve as counsel for The ResCap Borrower Claims Trust. Joycelyn W. Unciano Pro Se. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.7 billion in assets and $15.3 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11 Plan co-proposed by Residential Capital and the Official Committee of Unsecured Creditors. RIENZI & SONS: Alma Bank Balks at Bid to Extend Exclusive Periods ----------------------------------------------------------------- Alma Bank, a secured creditor of Rienzi & Sons, Inc., objected to Rienzi's motion seeking an extension of its exclusive periods to file and solicit acceptances for a plan of reorganization. According to Alma Bank, the motion must be denied because: A) Rienzi failed to prove that cause exists to grant the motion; B) the real basis for extending the exclusivity periods is the Debtor's desire to await the outcome of its pending actions, which is not cause; and C) Rienzi did not demonstrate reasonable prospects for filing a viable plan. As reported in the Troubled Company Reporter on June 8, 2015, the Debtor is asking that the Court extend its exclusive plan filing date until Sept. 29, 2015, and its exclusive solicitation period through and including Nov. 28. According to Vincent J. Roldan, Esq., at Ballon Stoll Bader & Nadler, P.C., in New York, the Debtor believes that its business operations are strong in that it has been profitable, has not lost any major suppliers or customers, and is able to pay its postpetition expenses. The Debtor, Mr. Roldan says, has been focusing on obtaining financing in order to grow its business and is operating on cash collateral with Court approval on an interim basis. The final hearing on cash collateral, however, has been adjourned four times thus far in part because the Debtor has not been able to find financing, and thus it is unclear what the Debtor's business operations will look like in the near future, Mr. Roldan told the Court. For related reasons, the Debtor has not had a meaningful opportunity to negotiate a plan of reorganization. The Debtor anticipated that once it receives postpetition financing, it will be in a better position to provide relevant financial information to creditors, and hopefully negotiate a consensual plan of reorganization. Mr. Roldan said the Debtor anticipates negotiating a plan of reorganization with its creditors which could be filed in July or August 2015. About Rienzi & Sons Rienzi & Sons filed a Chapter 11 bankruptcy petition (Bankr.E.D.N.Y. Case No. 15-40926) on March 3, 2015. The petition wassigned by Michael Rienzi as president. The Debtor disclosed assets of approximately $13,349,383 and total liabilities of $24,965,511. Vincent J Roldan, Esq., and Michael J. Sheppeard, Esq., at Ballon Stoll Bader & Nadler P.C., serve as counsel to the Debtor. Judge Nancy Hershey Lord presides over the Chapter 11 case. Lender Alma Bank consented to the interim use of cash collateral. The U.S. Trustee for for Region 2 appointed five creditors to serve in the Official Committee of Unsecured Creditors. Klestadt Winters Jureller Southard & Stevens LLP represents the Committee. RYAN LLC: S&P Assigns 'B' CCR & Rates $300MM Facility 'B' --------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B' corporate credit rating to Dallas-based tax service provider Ryan LLC. The rating outlook is stable. At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating to the company's $300 million senior secured first-lien credit facility, which consists of a $50 million revolving credit facility due 2020 and a $250 million senior secured term loan due 2020. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; lower half of the range) of principal in the event of a payment default. "The 'B' corporate credit rating on Ryan reflects our expectation that the company will continue to grow revenue and EBITDA in both domestic and international markets, while maintaining 'adequate' liquidity and beginning to generate positive discretionary cash flow," said Standard & Poor's credit analyst Elton Cerda. Ryan is a global provider of tax services. Although the company has offices in 13 countries and serves clients in 40 countries, it generates the vast majority of its revenue from the U.S. and Canada. Ryan has a large and diverse client base, with minimum customer concentration. Transaction and property tax services are the company's largest practice areas, accounting for almost 70% of revenues. The stable rating outlook on Ryan reflects S&P's expectation that the company will continue to grow its revenue and EBITDA, begin to generate positive discretionary cash flow, and maintain "adequate" liquidity over the next 12-18 months. S&P could lower the rating one notch to 'B-' if the demand for tax services declines or if the company's international expansion proves to be unsuccessful. This could result from high startup cost without commensurate revenue growth, causing debt leverage to exceed 5x, or if negative (or near breakeven) discretionary cash flows persist in 2016. S&P is unlikely to raise the rating on Ryan over the next 12-18 months because of risks regarding the company's international expansion and ability to generate sustained discretionary cash flow. An upgrade would likely entail the company generating meaningful, sustained discretionary cash flow and reducing its average days sales outstanding on it unbilled revenue to more manageable levels. SALADWORKS LLC: SSG Advises Sale of Assets to Centre Lane --------------------------------------------------------- SSG Capital Advisors, LLC, acted as the investment banker to Saladworks, LLC in the sale of substantially all of its assets to an affiliate of Centre Lane Partners, LLC. The sale was effectuated through a Chapter 11 Section 363 process in the U.S. Bankruptcy Court for the District of Delaware and closed in June 2015. Saladworks, the nation's first and largest fresh-tossed salad franchise concept operates over 100 franchise locations throughout the U.S. and internationally. The company was founded in New Jersey in 1986 and began franchising in 2001. Saladworks remains the leader in the made to order, entree sized salad category with a health conscious consumer base that lends itself to a fast casual atmosphere. Saladworks had a stable 29-year financial history; however the Company filed for Chapter 11 protection in February 2015 following years of litigation with a minority shareholder and certain lenders. The litigation made it impossible to sell additional franchises, restructure, find a buyer or execute the Company's growth plan. SSG was retained as the Company's investment banker for the purpose of marketing the business for sale and soliciting offers. SSG conducted a comprehensive marketing process which resulted in a wide range of interest from potential strategic and financial buyers and ten stalking horse offers were received. Centre Lane's offer was ultimately deemed to be the highest and best price. SSG's experience in running efficient and timely Chapter 11 sales processes enabled the Company to maximize the value of the assets while preserving the Company's operations as a going-concern. With the litigation and bankruptcy behind it and the investment and support of Centre Lane, Saladworks is preparing for growth with such initiatives as new store design, menu enhancement and an increase in support to its franchisees. Centre Lane is focused on making equity and debt, control and non-control, investments in North American middle market companies. Centre Lane targets companies with revenues between $20 and $500 million that have leading market positions and sustainable competitive advantages in their respective niches. Industries targeted for investment are broad and diverse with no industry excluded from their consideration. Other professionals who worked on the transaction include: * Adam G. Landis, Kerri K. Mumford and Kimberly A. Brown of Landis Rath & Cobb LLP, counsel to Saladworks, LLC; * Edward A. Phillips and Ryan W. Farley of EisnerAmper LLP, financial advisors to Saladworks, LLC; * Richard M. Beck and Sally E. Veghte of Klehr Harrison Harvey Branzburg LLP, counsel to the Official Committee of Unsecured Creditors; * D. Stephen Antion, Paige E. Barr, John P. Sieger, Logan J. Dolph and Scott C. Cutrow of Katten Muchin Rosenman LLP, counsel to Centre Lane Partners, LLC; * Walter Weir, Jr., Jeffrey S. Cianciulli and Kenneth E. Aaron of Weir & Partners LLP, counsel to creditors, JVSW, LLC and WS Finance, LLC; and * Norman L. Pernick, Stuart Komrower and David W. Giattino of Cole Schotz P.C., counsel to CEO of Saladworks, LLC. About SSG Capital Advisors, LLC SSG Capital Advisors is an independent boutique investment bank that assists middle-market companies and their stakeholders in completing special situation transactions. It provides its clients with comprehensive investment banking services in the areas of mergers and acquisitions, private placements, financial restructurings, valuations, litigation and strategic advisory. SSG has a proven track record of closing over 250 transactions in North America and Europe and is one of the leaders in the industry. SSG Capital Advisors, LLC (Member FINRA, SIPC) is a wholly owned broker dealer of SSG Holdings, LLC. SSG is a registered trademark for SSG Capital Advisors, LLC. SSG provides investment banking, restructuring advisory, merger, acquisition and divestiture services, private placement services and valuation opinions. About Saladworks, LLC Developed in 1986, Saladworks, LLC, is the first and largest fresh-salad franchise concept in the United States. From its beginning in the Cherry Hill Mall, Saladworks quickly expanded to 12 additional locations in area malls and soon thereafter began franchising. The company has franchise agreements with 162 different franchisees. The equity owners are J Scar Holdings, Inc., (70%) and JVSW LLC (30%). Saladworks, LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 15-10327) on Feb. 17, 2015. The case assigned to Judge Laurie Selber Silverstein. The Debtor has tapped Landis Rath & Cobb LLP as counsel; SSG Advisors, LLC, as investment banker; EisnerAmper LLP, as financial advisor; and Upshot Services LLC, as claims and noticing agent. Saladworks, LLC, disclosed $2,303,632 in assets and $14,220,722 in liabilities as of the Chapter 11 filing. The case is In re: Pennysaver USA LLC, case number 1:15-bk-11196, in the U.S. Bankruptcy Court for the District of Delaware. SANTA CRUZ BERRY: US Trustee Appoints One More Committee Member --------------------------------------------------------------- The U.S. Trustee for Region 17 appointed Quiedan Company to Santa Cruz Berry Farming Company LLC's official committee of unsecured creditors. The unsecured creditors' committee is now composed of: (1) Cedar Point Nursery P.O. Box 1447 Klamath Falls, OR 97601 Attention: Chuck Paulsen, CFO Phone: (541) 880-8826 Fax: (541) 883-8727 E-mail: cpaulsen@cedarpointnursery.net (2) FMG Farm Contracting Inc. P.O. Box 1582 Gonzales, CA 93926 Attention: Francisco Mora Gonzalez, President Phone: (831) 675-0007 Fax: (831) 675-0003 E-mail: fmguno@outlook.com (3) Sambrailo Packaging P.O. Box 50090 Watsonville, CA 95077-5090 Attention: Rachel M. Montoya, Controller Phone: (831) 763-7502 Fax: (831) 763-7541 E-mail: Rachel@sambrailo.com (4) Sturdy Oil Company P.O. Box 90 Salinas, CA 93902-0090 Attention: Thomas Fanoe, Owner Phone: (831) 422-8801 Fax: (831) 422-4121 (5) Quiedan Company 15400 Meridian Road Salinas, CA 93907 Attention: Juan C. Batista, Partner/CFO Phone: (831) 663-0770 Fax: (831) 663-0777 E-mail: juan@quiedan.com The four other unsecured creditors were appointed on June 9 by the U.S. trustee, according to a filing with the U.S. Bankruptcy Court for the Northern District of California. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Santa Cruz Berry Farming Watsonville, California-based Santa Cruz Berry Farming grows conventional and organic strawberries. The privately owned company was founded by and is currently managed by Fritz Koontz. Seven Seas Berry Sales, a division of the Tom Lange Co., is the sales agent for the Company. Santa Cruz Berry Farming Company, LLC, and Corralitos Farms, LLC, commenced Chapter 11 bankruptcy cases (Bankr. N.D. Cal. Case Nos. 15-51771 and 15-51772) in San Jose, California, on May 25, 2015. The Debtors tapped Thomas A. Vogele, Esq., at Thomas Vogele and Associates, APC, in Costa Mesa, California, as counsel. SIMPLY FASHION: Has Court OK to Sell Alabama FF&E, Automobiles -------------------------------------------------------------- Simply Fashion Stores, Ltd., and Adinath Corp., sought and obtained authority from Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, to sell furniture, fixtures and equipment located at their distribution center and fixture storage facilities in Alabama via public auction, as well as 24 automobiles. The Debtors also sought and obtained authority to pay a national car carrier to facilitate the retrieval of the Net Automobiles located oustide Alabama so that they can be sold at the auction. The Debtors have negotiated a flat fee price for $14,500 for Nation Trucking LLC to retrieve these vehicles and bring them to the Alabama Premises for the contemplated auction. The Debtors are represented by: Christopher A. Jarvinen, Esq. Paul Steven Singerman, Esq. BERGER SINGERMAN LLP 1450 Brickell Avenue, Ste. 1900 Miami, FL 33131 Telephone: (305)755-9500 Facsimile: (305)714-4340 Email: cjarvinen@bergersingerman.com singerman@bergersingerman.com About Simply Fashion Owned by the Shah family, Simply Fashion has 247 stores in 25  states across the country in major markets such as Detroit, Miami,  New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and  Dallas. Founded in 1991, Simply Fashion is primarily a brick and  mortar retailer of Junior, Plus and Super Plus women's fashion  catering to African-American women between the ages of 25 and 55, with locations in 25 states.    Adinath Corp. is the general partner of Simply Fashion. It is  owned 100% by Bhavana Shah.   On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each  filed a voluntary petition for relief under Chapter 11 of the  United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla.). The cases are pending before the Honorable Laurel M. Isicoff, and the Debtors have requested joint administration of the cases under Case No. 15-16885.   The Debtors have tapped Berger Singerman LLP as counsel;  Kapila Mukamal, LLP, as restructuring advisor; and Prime Clerk LLC  as claims and noticing agent.   Simply Fashion estimated $10 million to $50 million in assets and  debt.   The U.S. Trustee for Region 21 appointed five creditors to serve on  the official committee of unsecured creditors.  SIMPLY FASHION: Has Court OK to Sell Real Property Leases --------------------------------------------------------- Simply Fashion Stores, Ltd., and Adinath Corp. sought and obtained from Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, authority to sell unexpired leases for non-residential real property leases. According to the Debtors, once their inventory is liquidated, they will have no need for the leased spaces, and, once the liquidating agent has designated stores it no longer needs in order to liquidate the inventory, the rent obligations will fall to the Debtors. Delay in implementing the sale of the leases could result in a diminishment in value of the leases, the Debtors said. Christopher A. Jarvinen, Esq., at Berger Singerman LLP, in Miami, Florida, said certain of the Debtors' 195 leases may have value that can be monetized through a sale process. The Debtors, Mr. Jarvinen noted, need to implement an efficient and expedient process for (i) obtaining value for the Leases and avoiding the accrual of unnecessary administrative claims and/or (ii) seeking to reach agreements eliminating or reducing potential rejection damage claims that will likely be asserted by the landlords. Adinath Corp. and Simply Fashion Stores, Ltd. are represented by: Paul Steven Singerman, Esq. Christopher A. Jarvinen, Esq. Debi Evans Galler, Esq. BERGER SINGERMAN LLP 1450 Brickell Avenue, Ste. 1900 Miami, FL 33131 Telephone: (305)755-9500 Facsimile: (305)714-4340 Email: singerman@bergersingerman.com cjarvinen@bergersingerman.com dgaller@bergersingerman.com About Simply Fashion Owned by the Shah family, Simply Fashion has 247 stores in 25  states across the country in major markets such as Detroit, Miami,  New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and  Dallas. Founded in 1991, Simply Fashion is primarily a brick and  mortar retailer of Junior, Plus and Super Plus women's fashion  catering to African-American women between the ages of 25 and 55,  with locations in 25 states.    Adinath Corp. is the general partner of Simply Fashion. It is  owned 100% by Bhavana Shah.   On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each  filed a voluntary petition for relief under Chapter 11 of the  United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla.).  The cases are pending before the Honorable Laurel M. Isicoff, and  the Debtors have requested joint administration of the cases under  Case No. 15-16885.   The Debtors have tapped Berger Singerman LLP as counsel; Kapila Mukamal, LLP, as restructuring advisor; and Prime Clerk LLC  as claims and noticing agent.   Simply Fashion estimated $10 million to $50 million in assets and  debt.   The U.S. Trustee for Region 21 appointed five creditors to serve on  the official committee of unsecured creditors. SITEL LLC: Moody's Puts 'Caa1' CFR on Review for Upgrade -------------------------------------------------------- Moody's Investors Service placed Sitel LLC's Caa1 Corporate Family rating and Caa1-PD Probability of Default Rating under review for upgrade following the company's announcement of its plan to be acquired by Groupe Acticall, a customer relationship management company headquartered in France, for approximately $830 million. Under the terms of the proposed transaction, a newly formed indirect subsidiary of Acticall will merge with and into Sitel, whereupon the merger sub will cease to exist, and Sitel will become the surviving company and an indirect wholly owned subsidiary of Acticall. The transaction, which Acticall expects to be completed by November 2015, is subject to customary closing conditions, including shareholder approval and regulatory clearances. Acticall plans to repay Sitel's existing indebtedness (approximately $775 million) at the close of transaction. "The review for upgrade reflects Moody's expectation that Sitel will benefit from lower debt and leverage, reduced cash interest expense, and greater financial flexibility while addressing a key liquidity concern," said Moody's analyst Oleg Markin. Moody's took these rating actions on Sitel LLC: Ratings placed under review for upgrade: -- Corporate Family Rating at Caa1 -- Probability of Default Rating at Caa1-PD Ratings affirmed: -- Speculative Grade Liquidity Rating at SGL-4 Ratings not affected: -- $61.25 million first lien revolving credit facility due 2016 at B2 (LGD2) -- $227 million first lien term loan due 2017 at B2 (LGD2) -- $200 million senior secured notes due 2017 at B2 (LGD2) -- $300 million senior unsecured notes due 2018 at Caa2 (LGD5) RATINGS RATIONALE According to the merger agreement, Acticall will provide approximately $400 million of equity financing from its financial sponsor (Creadev) and will be required to obtain new debt financing for the remainder of the purchase price. Moody's estimates that Sitel's pro forma leverage as of March 31, 2015 will be reduced to a mid-to-high 3.0 times range from in excess of 6.0 times. Acticall intends to finance Sitel separately from its other operations. Moody's review will focus primarily on Sitel's financing terms and prospective capitalization, the operational and financial benefits, opportunities and risks associated with Acticall's ownership of Sitel, and management's longer term plan for improving earnings to achieve and sustain positive free cash flow. If Moody's changes its view that the acquisition has a high probability of closing, Sitel's existing ratings will face negative pressure in part due to upcoming maturities including the expiration of its partially drawn revolver in January 2016. Moody's took no action on Sitel's existing rated debt instruments because they are expected to be repaid as part of the transaction, which would lead to a withdrawal of the instrument ratings. The SGL-4 Speculative-Grade Liquidity rating continues to reflect the company's negative projected free cash flow, modest cash balance, and reliance on a partially drawn revolver that expires in January 2016. The SGL-4 is based on Sitel's existing capital structure and does not incorporate the potential liquidity benefits from the proposed acquisition by Acticall. SLIGO PARKWAY: Case Summary & 6 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Sligo Parkway LLC 415 Firestone Drive Silver Spring, MD 20905 Case No.: 15-19754 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: July 13, 2015 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Hon. Thomas J. Catliota Debtor's Counsel: Richard S. Basile, Esq. 6305 Ivy Lane, Ste. 416 Greenbelt, MD 20770 Tel: (301) 441-4900 Fax: (301) 441-2404 Email: rearsb@gmail.com Total Assets: $896,559 Total Liabilities: $1.1 million The petition was signed by Edward Woody, managing member. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb15-19754.pdf SOLERA HOLDINGS: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its rating outlook on Westlake, Texas-based Solera Holdings Inc. to negative from stable. At the same time, S&P affirmed its 'BB-' corporate credit rating on the company. S&P also assigned its 'BB-' issue-level and '4' recovery ratings to the company's proposed $850 million senior unsecured notes, which consists of an add-on to the existing senior unsecured notes due 2023 and newly assigned senior unsecured notes due 2025. The '4' recovery rating indicates S&P's expectation for average recovery (50%-70%; lower half of the range) of principal in the event of a payment default. The borrower of the debt is Audatex North America Inc. Solera's proposed $850 million senior unsecured note issuance increases its total debt to $3.1 billion and raises leverage pro forma for the issuance and recent acquisitions to 5.4x from roughly 5x as of March 31, 2015. The company made about $900 million of acquisitions in the fiscal year ended June 30, 2015, as well as $100 million of share repurchases. Organic revenue growth has remained in the mid- to high-single-digit percent area, with EBITDA margins in the 40% area, and free operating cash flow generation of $200 million to $225 million in fiscal 2015 and 2014. Solera's leverage level is high for the rating, at above 5x, and it may remain above 5x over the next 12 months, depending on the company's future leverage tolerance. "The negative rating outlook on Solera reflects the company's pro forma leverage increasing to about 5.4x, which is high for our 'BB-' rating," said Standard & Poor's credit analyst Peter Bourdon. "The rating outlook also reflects the potential for further acquisitions that may result in Solera's leverage remaining above 5x over the next 12 months." S&P could lower the rating on Solera if its leverage does not improve from current levels to 5x or below. Given its high growth expectations, a downgrade could occur if the company completes further debt financed acquisitions or if its EBITDA growth stalls. S&P could revise the outlook to stable if Solera's business performance proceeds as S&P expects, with leverage declining to and sustaining at 5x or below. SPECTRUM ANALYTICAL: Aug. 10 Fixed as Proofs of Claims Bar Date --------------------------------------------------------------- The Hon. Henry J. Borroff of the U.S. Bankruptcy Court for the District of Massachusetts established Aug. 10, 2015, at 4:30 p.m., as the deadine for any individual or entity to file proofs of claim against Spectrum Analytical, Inc., et al. Proofs of claim must be filed with: The Clerk's Office U.S. Bankruptcy Court for the District of Massachusetts 300 State Street Springfield, MA 01105 About Spectrum Analytical Spectrum Analytical Inc. provides testing and analytical data for environmental interests. Hanibal Technology LLC serves as Spectrum's exclusive international marketing and sales agent, and focuses on education, research, and development in environmental technology. Spectrum maintains offices in Agawam, Massachusetts, Tampa, Florida, North Kingstown, Rhode Island, and Syracuse, New York. Spectrum Analytical and Hanibal Technology commenced Chapter 11 bankruptcy cases (Bankr. D. Mass. Case Nos. 15-30404 and 15-30405) on April 30, 2015, to retake management of their business and assets from the receiver installed by their lender. Hanibal Tayeh, the sole member, signed the bankruptcy petitions. Spectrum disclosed $8,658,751 in assets and $1,987,714 in liabilities as of the Chapter 11 filing. Hanibal estimated less than $10 million in assets and debt. Bacon Wilson, P.C., serves as the Debtors' counsel. Steven Weiss, the Chapter 11 trustee tapped Seth Schalow as restructuring consultant for the estate. TechKnowledgey Strategic Group, serves as his business broker, and Shatz Schwartz and Fentin. P.C., as his counsel. SPECTRUM ANALYTICAL: Trustee Can Use Cash Collateral Until July 22 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Massachusetts entered a consent second interim order authorizing Steven Weiss, the Chapter 11 trustee for Spectrum Analytical, Inc., et al., to use of cash collateral until July 22, 2015, and provide adequate protection to the prepetition secured party. A continued hearing on the Trustee's use of cash collateral is scheduled for July 22, 2015, at 11:30 a.m. The Court also ordered that the Trustee will have until July 29, 2015, to file a complaint or other pleading against the prepetition lender raising any claims or defenses. A copy of the cash collateral order is available for free at: http://bankrupt.com/misc/Spectrum_122_73_order_CC_June10.pdf About Spectrum Analytical Spectrum Analytical Inc. provides testing and analytical data for environmental interests. Hanibal Technology LLC serves as Spectrum's exclusive international marketing and sales agent, and focuses on education, research, and development in environmental technology. Spectrum maintains offices in Agawam, Massachusetts, Tampa, Florida, North Kingstown, Rhode Island, and Syracuse, New York. Spectrum Analytical and Hanibal Technology commenced Chapter 11 bankruptcy cases (Bankr. D. Mass. Case Nos. 15-30404 and 15-30405) on April 30, 2015, to retake management of their business and assets from the receiver installed by their lender. Hanibal Tayeh, the sole member, signed the bankruptcy petitions. Spectrum disclosed $8,658,751 in assets and $1,987,714 in liabilities as of the Chapter 11 filing. Hanibal estimated less than $10 million in assets and debt. Bacon Wilson, P.C., serves as the Debtors' counsel. Steven Weiss, the Chapter 11 trustee tapped Seth Schalow as restructuring consultant for the estate. TechKnowledgey Strategic Group, serves as his business broker, and Shatz Schwartz and Fentin. P.C., as his counsel. SRP PLAZA: Court Okayed Jeffrey S. Susa as Responsible Person ------------------------------------------------------------- The Hon. August B. Landis of the U.S. Bankruptcy Court for the District of Nevada approved the designation of Jeffrey S. Susa as designated responsible person in Chapter 11 case of SRP Plaza LP. The Debtor told the Court that Mr. Susa is readily familiar with the Debtor's business, operational, and financial affairs. About SRP Plaza, L.P. SRP Plaza, L.P., is the owner of a retail shopping center commonly known as "Mission Paseo Shopping Center" with addresses of 6985 and 7005 West Sahara Avenue and 2555 and 2585 South Rainbow Boulevard, Las Vegas, Nevada. SRP Plaza, L.P., a Single Asset Real Estate, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 15-12127) in Las Vegas, Nevada, on April 16, 2015, to halt a receiver from taking control of the property. U.S. Bank National Association, as successor trustee for the registered holders of Bear Stearns Commercial Mortgage Securities, Inc., Commercial Pass-Through Certificates, Series 20015-PW37, declared an event of default under a Deed of Trust dated on Dec. 7, 2004, and recorded against the real property of SRP on Dec. 9, 2004 as Instrument No. 20041209-0003438. On March 31, 2014, the Bank filed a complaint for appointment of a receiver in the Eight Judicial District Court, Clark County, Nevada, being Case No. A-15-71622 against SRP, and on April 9, 2015, filed an application for the appointment of a receiver seeking the potential seizure of control of SRP's property, which actions, if allowed to proceed, would cause significant and irreparable harm to SPR, its creditors and other parties-in-interest. The bankruptcy case is assigned to Judge August B. Landis. The Debtor disclosed $10,481,975 in total assets and $7,327,546 in total liabilities as of the Chapter 11 filing. SRP Plaza is represented by Zachariah Larson, Esq., Matthew C. Zirzow, Esq. and Shara L. Larson, Esq. at Larson & Zirzow, LLC in Las Vegas, Nevada. SRP PLAZA: Court OKs Stipulation on Use of Cash Until July 31 ------------------------------------------------------------- The Hon. August B. Landis of the U.S. Bankruptcy Court for the District of Nevada approved a stipulation authorizing SRP Plaza, L.P., to use cash collateral until July 31, 2015, and provide adequate protection. The stipulation was entered between the Debtor and U.S. Bank, N.A., solely in its capacity as successor trustee for the registered holders of Bear Sterns Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2005PWR7 (secured lender). As reported in the Troubled Company Reporter on May 14, 2015, the Debtor explained that the use of cash collateral is necessary since the Debtor has ongoing obligations including paying utilities, real estate taxes, insurance, and other maintenance and operating expenses. Further, the Debtor needs to pay all items in the Budget set forth as "Tenant Expenses" which include critical expenses necessary to the basic maintenance and operation of the Mission Paseo Shopping Center, and serve to preserve and protect the Center and its value pending a final hearing. In December 2004, SRP executed a promissory note in favor of Bear Stearns Commercial Mortgage Inc., pursuant to which it promised to pay the Original Lender, or its assignee, the principal sum of $8.7 million, with an interest rate of 5.585% per annum. The Note is for a 10-year term. On Jan. 1, 2015, the entire outstanding principal balance was allegedly due and payable in full. From an after the event of default, the Note provides that interest will accrue on the outstanding principal balance at a rate equal to 10.585%. Pursuant to the stipulation, the Debtor's right to use cash collateral may terminate on, among other things, July 31, 2015; or the Debtor's failure to make any adequate protection payment to U.S. Bank. U.S. Bank serves in its capacity as successor trustee for the Registered Holders of Bear Stearns Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-PWR7. About SRP Plaza, L.P. SRP Plaza, L.P., is the owner of a retail shopping center commonly known as "Mission Paseo Shopping Center" with addresses of 6985 and 7005 West Sahara Avenue and 2555 and 2585 South Rainbow Boulevard, Las Vegas, Nevada. SRP Plaza, L.P., a Single Asset Real Estate, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 15-12127) on April 16, 2015, to halt a receiver from taking control of the property. U.S. Bank National Association, as successor trustee for the registered holders of Bear Stearns Commercial Mortgage Securities, Inc., Commercial Pass-Through Certificates, Series 20015-PW37, declared an event of default under a Deed of Trust dated on Dec. 7, 2004, and recorded against the real property of SRP on Dec. 9, 2004 as Instrument No. 20041209-0003438. On March 31, 2014, the Bank filed a complaint for appointment of a receiver in the Eight Judicial District Court, Clark County, Nevada, being Case No. A-15-71622 against SRP, and on April 9, 2015, filed an application for the appointment of a receiver seeking the potential seizure of control of SRP's property, which actions, if allowed to proceed, would cause significant and irreparable harm to SPR, its creditors and other parties-in-interest. The bankruptcy case is assigned to Judge August B. Landis. The Debtor disclosed $10,481,975 in assets and $7,327,546 in liabilities as of the Chapter 11 filing. SRP Plaza is represented by Zachariah Larson, Esq., Matthew C. Zirzow, Esq. and Shara L. Larson, Esq. at Larson & Zirzow, LLC in Las Vegas, Nevada. STANDARD REGISTER: Deadline to Remove Suits Extended to Sept. 8 --------------------------------------------------------------- U.S. Bankruptcy Judge Brendan Shannon has given Standard Register Company until Sept. 8, 2015, to file notices of removal of lawsuits involving the company and its affiliates. About Standard Register Standard Register provides market-specific insights and a compelling portfolio of workflow, content and analytics solutions to address the changing business landscape in healthcare, financial services, manufacturing and retail markets. The Company has operations in all U.S. states and Puerto Rico, and currently employs 3,500 full-time employees and 16 part-time employees. The Standard Register Company and 10 affiliated debtors sought Chapter 11 protection in Delaware on March 12, 2015, with plans to launch a sale process where its largest secured lender would serve as stalking horse bidder in an auction. The cases are pending before the Honorable Judge Brendan L. Shannon and are jointly administered under Case No. 15-10541. The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors; and Prime Clerk LLC as claims agent. The Official Committee of Unsecured Creditors tapped Lowenstein Sandler LLP as its counsel and Jefferies LLC as its exclusive investment banker. STANDARD REGISTER: Hearing on Suit Against Former Workers Is Today ------------------------------------------------------------------ Asicentral.com reports that the U.S. Bankruptcy Court for the District of Delaware has issued a restraining order against Standard Register Company's former sales employees Craig Stockmal and Lynn Smith, scheduling a hearing for July 15, 2015. Asicentral.com relates that the Company sued Mr. Stockmal and Ms. Smith, accusing the two of breach of contract and misappropriation of trade secrets, among other counts. David Rich, Esq., the attorney for Ms. Smith and Mr. Stockmal said that the interim order prevents his clients from contacting Standard Register customers during that time, but "the Court had 'significant reservations' about the plaintiff's claims." The Company claims in documents filed with the U.S. Bankruptcy Court for the District of Delaware that Ms. Smith and Mr. Stockmal used trade secrets and customer contacts to start a similar company. According to Asicentral.com, the Company says the resulting loss of key customers could threaten its $307 million sale to Taylor Corp., the top bidder in its recent bankruptcy court auction. The Company states in court documents that "Stockmal and Smith are now leading Focused Impressions, having secretly served as its founders, officers, executives and operatives while still employees at Standard Register, and using this misappropriated information to attempt to steal key Standard Register customers." Ms. Smith and Mr. Stockmal, Asicentral.com relates, contend that Focused Impressions is solely a software company, and does not compete with their former employer. About Standard Register Standard Register provides market-specific insights and a compelling portfolio of workflow, content and analytics solutions to address the changing business landscape in healthcare, financial services, manufacturing and retail markets. The Company has operations in all U.S. states and Puerto Rico, and currently employs 3,500 full-time employees and 16 part-time employees. The Standard Register Company and 10 affiliated debtors sought Chapter 11 protection in Delaware on March 12, 2015, with plans to launch a sale process where its largest secured lender would serve as stalking horse bidder in an auction. The cases are pending before the Honorable Judge Brendan L. Shannon and are jointly administered under Case No. 15-10541. The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors; and Prime Clerk LLC as claims agent. The Official Committee of Unsecured Creditors tapped Lowenstein Sandler LLP as its counsel, Polsinelli PC as Delaware counsel and conflicts counsel, Jefferies LLC as its exclusive investment banker, and Zolfo Cooper, LLC, as its financial and forensic advisors. THOMAS R. WRIGHT: Bid to Extend Automatic Stay Denied ----------------------------------------------------- Judge Jeff Bohm of the United States Bankruptcy Court for the Southern District of Texas, Houston Division, refused to extend the automatic stay imposed in the Chapter 11 case of Thomas R. Wright beyond the 30th day of his bankruptcy case, adopting the Expansive View and concluding that in the case at bar, if the Court denies the Debtor's request to extend the stay, then there will be no stay in place on the 30th day as to any property of the Debtor's Chapter 11 estate. According to Judge Bohm, bankruptcy is a very deadline-oriented area of the law. The Bankruptcy Code and the Federal Rules of Bankruptcy Procedure impose numerous -- and sometimes tight -- deadlines and debtors need to move with alacrity to comply with these provisions. When the Debtor, in his first bankruptcy case, failed to timely file his schedules and statement of financial affairs and other documents, the Bankruptcy Court dismissed his case. And, because of this dismissal, when the Debtor filed his second bankruptcy petition to initiate the pending Chapter 11 case, he was saddled with having to affirmatively obtain an extension of the stay beyond the 30th day of this case by proving, with clear and convincing evidence, that he filed this pending case in good faith, Judge Bohm said. He has been unable to satisfy this very high burden -- in part because he failed to move swiftly after the issuance of the May 26 Order to provide PCB with documentation showing specifically how he spent the rental proceeds that he collected from January of 2013 through May of 2015. Thus, the stay will not be extended beyond the 30th day of this Chapter 11 case, Judge Bohm ruled. The bankruptcy case is In re: THOMAS R. WRIGHT, Chapter 11, Debtor, Case No. 15-33036, (Bankr., S.D. Tex.). A full-text copy of Judge Bohm's Memorandum Opinion dated July 1, 2015, is available at http://is.gd/3XkXuFfrom Leagle.com. THORNBURG MORTGAGE: Bid to Withdraw Bankr. Court Reference Denied ----------------------------------------------------------------- Judge James K. Bredar of the United States District Court for the District of Maryland denied a motion to withdraw the reference to the bankruptcy court in the case captioned JOEL I. SHER in his capacity as Chapter 11 Trustee for TMST, INC., et al., Plaintiff, JPMORGAN CHASE FUNDING INC., et al., Defendants, ADVERSARY PROCEEDING CASE NO. 11-00340 (NVA), CIVIL NO. JKB-15-75, (D. Md.). In 2011, the Trustee commenced the adversarial proceeding asserting 31 claims against JPMorgan Chase Funding Inc., Citigroup Global Markets Limited, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Credit Suisse International, RBS Securities Inc., Greenwich Capital Derivatives, Inc., Royal Bank of Scotland plc, and UBS AG. The adversarial proceeding was automatically referred to the bankruptcy court, pursuant to Local Rule 402. Now pending before the District Court is the Defendants' motion to withdraw the reference to the Bankruptcy Court. Judge Bredar held that the Defendants have not satisfied their burden to show that withdrawing the reference is appropriate. In addition, Judge Bredar says the District Court does not go beyond what is necessary to decide the instant motion, and it does not finally decide which claims are core proceedings, but leaves that initial determination in the skilled hands of the Bankruptcy Judge, subject to review on appeal. The bankruptcy case is In re TMST, INC. (f/k/a/THORNBURG MORTGAGE, INC.), et al., Debtors, Case No.: 09-17787 (NVA) JOINTLY ADMINISTERED, (Bankr., D. Md.). A full-text copy of Judge Bredar's Memorandum dated on July 6, 2015, is available at http://is.gd/ypDOOgfrom Leagle.com. Lori S. Simpson, Esq. -- lsimpson@lsimpsonlaw.com -- of Law Office of Lori Simpson LLC serves as counsel for Appellant JP Morgan Chase Funding Inc. Anastasia L. McCusker, Esq. -- alm@shapirosher.com -- Daniel Joseph Zeller, Esq. -- djz@shapirosher.com -- and Joel I. Sher, Esq. -- jis@shapirosher.com -- of Shapiro Sher Guinot & Sandler serve as counsel for Appellee Joel I. Sher, Chapter 11 Trustee. About Thornburg Mortgage Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. was a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable rate mortgages. It originated, acquired, and retained investments in adjustable and variable rate mortgage assets. Its ARM assets comprised of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. Thornburg Mortgage and its four affiliates filed for Chapter 11 bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009. Thornburg changed its name to TMST, Inc. Judge Duncan W. Keir is handling the case. David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, served as counsel to Thornburg Mortgage. Orrick, Herrington & Sutcliffe LLP served as special counsel. Jim Murray and David Hilty of Houlihan Lokey Howard & Zukin Capital, Inc., served as investment banker and financial advisor. Protiviti Inc. served as financial advisory services. KPMG LLP served as the tax consultant. Epiq Systems, Inc., serves claims and noticing agent. Thornburg disclosed total assets of $24.4 billion and total debts of $24.7 billion, as of Jan. 31, 2009. On Oct. 28, 2009, the Court approved the appointment of Joel I. Sher as the Chapter 11 Trustee for the Company, TMST Acquisition Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging Strategies, Inc. He is represented by his firm, Shapiro Sher Guinot & Sandler. TLC HEALTH: Meeting of Creditors Adjourned to Aug. 17 ----------------------------------------------------- U.S. Trustee Joseph Allen adjourned the meeting of creditors of TLC Health Network to Aug. 17, 2015, at 12:15 p.m. The meeting will take place at the Office of the U.S. Trustee, Olympic Towers, in Buffalo, New York. The court overseeing the bankruptcy case of a company schedules the meeting of creditors usually about 30 days after the bankruptcy petition is filed. The meeting is called the "341 meeting" after the section of the Bankruptcy Code that requires it. A representative of the company is required to appear at the meeting and answer questions under oath. The meeting is presided over by the U.S. trustee, the Justice Department's bankruptcy watchdog. About TLC Health Network TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-13294) on Dec. 16, 2013. The petition was signed by Timothy Cooper as Chairman of the Board. The Debtor estimated assets of at least $10 million and debt of at least $1 million. Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., serves as the Debtor's counsel. Damon & Morey LLP is the Debtor's special health care law and corporate counsel. The Bonadio Group is the Debtor's accountants. Howard P. Schultz & Associates, LLC is the Debtor's appraiser. The case is assigned to the Hon. Carl L. Bucki. A three-member panel composed of Cannon Design, Chautauqua Opportunities, Inc., and Jamestown Rehab Services has been appointed as the official unsecured creditors committee. Bond, Schoeneck & King, PLLC is the counsel to the Committee. The Committee has tapped NextPoint LLC as financial advisor. Gleichenhaus, Marchese & Weishaar, PC is the general counsel for Linda Scharf, the Patient Care Ombudsman of TLC Health. UNITED PROSPERITY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: United Prosperity Group, Inc. dba The Produce Company 60 Airport Blvd. South San Francisco, CA 94080 Case No.: 15-30897 Chapter 11 Petition Date: July 13, 2015 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Hon. Hannah L. Blumenstiel Debtor's Counsel: Todd M. Arnold, Esq. LEVENE, NEALE, BENDER, YOO & BRILL LLP 10250 Constellation Blvd. #1700 Los Angeles, CA 90067 Tel: (310) 229-1234 Email: TMA@lnbrb.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Soo Ming Yee, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/canb15-30897.pdf UNIVERSAL COOPERATIVES: Seeks Approval of Plan Settlement with PBGC ------------------------------------------------------------------- Universal Cooperatives, Inc., and its affiliated debtors, and the Official Committee of Unsecured Creditors ask the U.S. Bankruptcy Court for the District of Delaware to approve a plan settlement agreement with Pension Benefit Guaranty Corporation. The Plan Settlement Agreement includes, among others, the following salient terms: (a) On account of the PBGC Liens and the Pension Claims for unpaid minimum funding contributions to the Pension Plan, PBGC is allowed the PBGC Allowed Administrative Claim in the amount of $1,084,101, which claim will be paid in full on or prior to the Effective Date. (b) PBGC is allowed the Allowed PBGC GUC Claims in the amount of $14,277,666, which Claims are Allowed against each Debtor. (c) PBGC's $14,277,666 Allowed PBGC GUC Claims will recover pari passu the recovery percentage for holders of other Allowed non-PBGC General Unsecured Claims against Universal and Bridon, and holders of Allowed non-PBGC General Unsecured Claims against Heritage and UCPA will receive a recovery of up to and including 3% prior to the PBGC's receiving any recovery from the estates of Heritage and UCPA; and upon the receipt of 3% by holders of Allowed non-PBGC General Unsecured Claims against Heritage and UCPA, all holders of Allowed General Unsecured Claims against Heritage and UCPA (including PBGC on account of its Allowed PBGC GUC Claims) will share on a pro rata basis in any additional recoveries. (d) PBGC will vote each of its Allowed PBGC GUC Claims asserted against each Debtor in favor of confirmation of the Plan. The Plan Settlement also provides for cross-debtor subsidies contributed from the Estates of Universal and Bridon, respectively, in the aggregate amount of $515,000 ($430,000 contributed from the Estate of Bridon, and $85,000 from the Estate of Universal) to the Estates of Heritage and UCPA. The Settlement Subsidy is in full and complete resolution of issues related to the allocation of Assets among the Estates and the nature and amount of the Pension Claims and PBGC Liens, and will enhance the pro rata distributions to holders of Allowed General Unsecured Claims against Heritage and UCPA. The Debtors and the Creditors' Committee estimate that $245,000 of the Settlement Subsidy will be allocated to Heritage and $270,000 to UCPA, though the precise allocation will be determined based on the sale of any remaining assets owned by UCPA and certain administrative liabilities of UCPA. The Debtors' counsel, Andrew L. Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, tells the Court that after extensive, good-faith and arm's-length negotiations, the Parties ultimately reached a global compromise that (a) reduces the amount of distributions to be made on account of the PBGC Claims, subject to PBGC's ability to recover certain additional amounts, if any, from the Debtors' Foreign Non-Debtor Affiliates, (b) secures support for the Plan from PBGC and the Creditors' Committee; and (c) provides for the Settlement Subsidy to increase recoveries to creditors of the Estates of Heritage and UCPA. Mr. Magaziner adds that without the Settlement Subsidy, creditors of the Estates of Heritage and UCPA would stand to receive very minimal distributions, if any. Mr. Magaziner says the Plan Settlement Agreement materially and meaningfully increases the amount of funds available for distribution to holders of non-PBGC General Unsecured Claims, as the distributable assets made available by the reduction in PBGC's distributions will be allocated to such non-PBGC creditors. The Debtors and the Creditors' Committee estimate that the anticipated distributions provided based on the Plan Settlement Agreement will generally improve anticipated recoveries to creditors holding Allowed General Unsecured Claims against Bridon, Heritage, and UCPA. The Joint Motion is scheduled for hearing on July 22, 2015 at 10:30 a.m. The deadline for filing of objections to the Joint Motion is set on July 15. The Debtors are represented by: Robert S. Brady, Esq. Andrew L. Magaziner, Esq. Travis G. Buchanan, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19899-0391 Telephone: (302)571-6600 Facsimile: (302)571-1253 Email: rbrady@ycst.com amagaziner@ycst.com tbuchanan@ysct.com -- and -- Mark L. Prager, Esq. Michael J. Small, Esq. Emil P. Khatchatourian, Esq. FOLEY & LARDNER LLP 321 North Clark Street, Suite 2800 Chicago, IL 60654 Telephone: (312)832-4500 Facsimile: (312)832-4700 The Creditors' Committee is represented by: Jamie L. Edmonson, Esq. Daniel A. O'Brien, Esq. VENABLE LLP 1201 North Market Street, Suite 1400 Wilmington, DE 19899 Telephone: (302)298-3535 Facsimile: (302)298-3550 Email: jledmonson@Venable.com dao'brien@Venable.com -- and -- Sharon Levine, Esq. Philip J. Gross, Esq. Anthony De Leo, Esq. LOWENSTEIN SANDLER LLP 65 Livingston Avenue Roseland, NJ 07068 Email: slevine@lowenstein.com pgross@lowenstein.com adeleo@lowenstein.com -- and -- Bruce S. Nathan, Esq. LOWENSTEIN SANDLER LLP 1251 Avenue of the Americas New York, NY 10020 Telephone: (212)262-6700 Facsimile: (212)262-7402 Email: bnathan@lowenstein.com 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 zavalon, 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 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. UNIVERSAL HEALTH: Bids for Withdrawal of Reference Denied --------------------------------------------------------- Judge Charlene Edwards Honeywell of the United State District Court for the Middle District of Florida, Tampa Division, denied a motion for immediate withdrawal of reference to the bankruptcy court of the adversary proceeding captioned SONEET KAPILA, as Chapter 11 Trustee of UNIVERSAL HEALTH CARE GROUP, INC., Plaintiff, v. WARBERG PINCUS, LLC; WARBURG PINCUS PRIVATE EQUITY FUND IX, L.P.; ALLEN WISE; and ALOK SANGHVI, Defendants, Case No. 8:15-CV-636-T-36, (M.D. Fla.). The Adversary Proceeding was initiated by the Chapter 11 Trustee seeking to avoid a stock redemption transaction and an assessment of damages related to that transaction. The Plaintiff's claims are predicated on theories of fraudulent transfer, unfair transaction, and breach of fiduciary duty. The Plaintiff demands trial by jury as to all issues so triable. The Defendants seek to withdraw, in its entirety and for all purposes, the reference of the Adversary Proceeding. The Plaintiff, on the other hand, seeks to withdraw the reference only for the limited purpose of conducting a jury trial, and seeks to maintain the Adversary Proceeding in the Bankruptcy Court for all pretrial matters. Judge Honeywell denied the Defendants' Motion for Immediate Withdrawal of the Reference of this Adversary Proceeding in its Entirety, without prejudice, and denied the Plaintiff's Limited Motion to Withdraw the Reference, without prejudice, to either party reasserting their requests for withdrawal of the reference at the conclusion of all pretrial matters. Judge Honeywell ruled that the significant benefits of permitting the Bankruptcy Court to preside over all pretrial matters outweigh any potential harm that may arise should the District Court ultimately be called upon to preside over a jury trial on the same action. Accordingly, the District Court declined to withdraw the reference for pretrial purposes on the basis that the parties have demanded a jury trial before the district court. To the extent the parties seek withdrawal of the reference for the limited purpose of conducting a jury trial, the District Court declined to rule on that issue today. Rather, the Court will permit the parties to reassert their positions upon the conclusion of all pretrial matters in the Bankruptcy Court. The bankruptcy case is IN RE: UNIVERSAL HEALTH CARE GROUP, INC. AMERICAN MANAGED CARE, LLC, Debtors, Case No. 13-01520 (Bankr. M.D. Fla.). A full-text copy of Judge Honeywell's Order dated July 2, 2015, is available at http://is.gd/yYeSaYfrom Leagle.com. Charles Franklin Ketchey, Jr., Esq. -- cketchey@trenam.com -- Lori Virginia Vaughan, Esq. -- lvaughan@trenam.com -- and Rhys P. Leonard, Esq. -- rleonard@trenam.com -- of Trenam Kemker serve as counsel for Plaintiff Soneet Kapila. Paul Andrew McDermott, Esq. -- paul.mcdermott@hklaw.com -- and William Keith Fendrick, Esq. -- keith.fendrick@hklaw.com -- of Holland & Knight, LLP serve as counsel for Defendant Warburg Pincus, LLC. About Universal Health Care Group Universal Health Care Group, Inc., owns an insurance company and three health-maintenance organizations that provide managed care services for government sponsored health care programs, focusing on Medicare and Medicaid. Universal Health was founded in 2002 by Dr. A.K. Desai and grew its operations of offering Medicare plans to more than 37,000 ¨members to over 20 states. Universal Health filed a Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida regulators moved to put two of the company's subsidiaries in a receivership. Universal Health Care estimated assets of up to¨$100 million and debt of less than $50 million in court filings in a Tampa, Florida. Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser serves as counsel to the Debtor Soneet R. Kapila has been appointed the Chapter 11 Trustee in the ¨Debtor's case. He is represented by Roberta A. Colton, Esq., at Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA. Dennis¨S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special conflicts counsel and E-Hounds, Inc., serves as a forensic imaging ¨consultant to the Chapter 11 trustee. UNIVERSITY GENERAL: Has Final Okay to Obtain Financing From MidCap ------------------------------------------------------------------ The Hon. Letitia Z. Paul of the U.S. Bankruptcy Court for the Southern District of Texas entered on July 13, 2015, a final order authorizing up to $16 million in secured post-petition financing for University General Health System, Inc., et al., from MidCap Funding IV Trust, on a super priority basis, and granting relief from the automatic stay. The Court entered on July 6, 2015, an order continuing the final hearing to July 13, 2015, at 1:00 p.m. on the Debtors' financing and stay motions. The Court previously reset the final hearing for July 6, 2015, as agreed between the Official Committee of Unsecured Creditors, the Debtors, and MidCap to allow the parties to continue negotiations towards a potential resolution of the Committee's concerns. The Committee, after an interim order allowing the financing was entered on March 4, 2015, filed an objection to the financing on May 5, 2015. The final hearing had been set for April 13, 2015, April 27, 2015, May 11, 2015, May 18, 2015, and June 22, 2015. The Debtors say they do not have sufficient available sources of working capital and financing to carry on the operation of their businesses without the post-petition financing. Given the Debtors' current financial condition and capital structure, the Debtors are unable to sustain their operations with the use of cash collateral and are unable to obtain unsecured credit allowable under the U.S. Bankruptcy Code as an administrative expense. Prior to the bankruptcy filing date, certain of the Debtors entered into that certain credit and security agreement, as amended, modified, or supplemented from time to time. The Prepetition Credit Agreement provided for: (i) secured revolving credit facility of up to an aggregate principal amount of $22.50 million, and (ii) a secured term loan in the principal amount of up to $4 million. The Prepetition Obligations are guaranteed by debtor University General Health System, Inc. The Debtors admit that as of Feb. 27, 2015, they were indebted to MidCap on the Prepetition Obligations in an amount in excess of $15,362,630.52, comprised of the unpaid principal amount of $14,846,699.24, plus accrued interest in the amount of $66,878.65, plus accrued fees and costs in the amount of $449,052.63, plus other accrued and accruing interest, cost, fees, and other amounts chargeable under the prepetition loan documents. The Debtors stipulate that as security for repayment of the Prepetition Obligations, MidCap holds valid, perfected, and enforceable liens and security interest in all of the collateral. A copy of the court order, together with an amendment to the credit and security agreement, is available for free at: http://is.gd/VfmlCQ About University General University General Health System, Inc., with headquarters in Houston, Texas, is a multi-specialty health care provider that delivers concierge physician- and patient-oriented services. UGHS and its consolidated subsidiaries operate, amongst others, a general acute care hospital, ambulatory surgical centers, hyperbaric wound care centers, diagnostic imaging centers, physical therapy centers, and senior living centers. UGHS owns the University General Hospital, a 72-bed, general acute care hospital in the heart of the Texas Medical Center in Houston, Texas. UGHS and its affiliated entities sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 15-31086) in Houston, Texas, on Feb. 27, 2015. The case is assigned to Judge Letitia Z. Paul. The Debtors have tapped John F Higgins, IV, Esq., Aaron James Power, Esq., and Joshua W. Wolfshohl, Esq., at Porter Hedges LLP, in Houston, Texas, as counsel. Upshot Services, LLC, is the claims and noticing agent. U.S. Trustee Judy A. Robbins formed a nine-member panel of unsecured creditors in the Chapter 11 cases of the Debtors. XINERGY CORP: Jon Nix's Limited Objections to DIP Loan Denied ------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Virginia, overruled Jon Nix's limited objections to Xinergy Ltd.'s motion for: i) authorization to obtain postpetition financing, and utilize cash collateral, and grant adequate protection to prepetition secured lenders; ii) entry of final order authorizing (i) payment of certain prepetition claims of critical vendors, (ii) payment of 503(b)(9) claims to certain critical vendors and (iii) financial institutions to honor and process related checks and transfers. Mr. Nix, the holder of approximately 18.5% of the issued and outstanding voting shares of Xinergy Ltd., filed a limited objection to the Debtor's motion to (i) incur financing, (ii) to pay certain critical vendors; and (iii) employ professionals in the cases. Mr. Nix and certain other shareholders were compelled by the board's refusal to act to pursue appropriate relief in the Superior Court of Justice, Ontario to compel a shareholder meeting to consider a vote on the replacement of certain of Xinergy's board members. In light of the shareholder meeting and ongoing dispute over Xinergy's board's composition, Mr. Nix filed a limited objection to address certain discrete issues in the chapter 11 cases and to obtain additional information regarding certain of the relief requested by the Debtors. Wells Fargo Bank, National Association, as collateral trustee (the Informal Prepetition Noteholder Committee) and the lenders under the Debtors' postpetition senior secured term loan credit facility, submitted to the Court a verified statement. A copy of the verified statement is available for free at: http://bankrupt.com/misc/XINERGYCORP_176_2019statement.pdf The Informal Prepetition Noteholder Committee is represented by: Brian S. Hermann, Esq. Sarah Harnett, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019-6064 Te: (212) 373-3000 E-mails: bhermann@paulweiss.com sharnett@paulweiss.com Peter J. Barrett KUTAK ROCK LLP Jeremy S. Williams, Esq. 1111 East Main Street, Suite 800 Richmond, VA 23219-3500 Tel: (804) 644-1700 E-mail: peter.barrett@kutakrock.com jeremy.williams@kutakrock.com About Xinergy Ltd. Xinergy is a U.S. producer of metallurgical and thermal coal with mineral reserves, mining operations and coal properties located in the Central Appalachian ("CAPP") regions of West Virginia and Virginia. Xinergy's operations principally include two active mining complexes known as South Fork and Raven Crest located in Greenbrier and Boone Counties, West Virginia. Xinergy also leases or owns the mineral rights to properties located in Fayette, Nicholas and Greenbrier Counties, West Virginia and Wise County, Virginia. Collectively, Xinergy leases or owns mineral rights to approximately 72,000 acres with proven and probable coal reserves of approximately 77 million tons and additional estimated reserves of 40 million tons. Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy cases (Bankr. W.D. Va. Lead Case No. 15-70444) on April 6, 2015. The cases have been assigned to Judge Paul M. Black. The cases are being jointly administered for procedural purposes. Xinergy Ltd. disclosed $36,968,445 in assets and $215,000,000 in liabilities as of the Chapter 11 filing. The Debtors tapped Hunton & Williams LLP as attorneys; Global Hunter Securities, as financial advisor, and American Legal Claims Services, LLC as claims, noticing and balloting agent. The U.S. Trustee appointed a two member official committee of unsecured creditors. The Committee tapped to retain McGuireWoods LLP as lead counsel, and Whiteford, Taylor & Preston, LLP as its local counsel. XINERGY CORP: McGuireWoods Okayed as Lead Counsel to the Committee ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Virginia authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of Xinergy Ltd., et al., to retain McGuireWoods LLP as its lead counsel. On May 11, 2015, the Committee also selected the law firm of Whiteford Taylor Preston LLP as its local/conflicts counsel. Michael J. Roeschenthaler, Esq., a partner in the law firm of McGuireWoods with an office address of McGuireWoods LLP, 625 Liberty Avenue, 23rd Floor, Pittsburgh, Pennsylvania, told the Court that McGuireWoods' current customary hourly rates for the individuals expected to participate in the cases are between $450 to $745 for attorneys and $255 for paralegals. To the best of the Committee's knowledge, McGuireWoods is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Xinergy Ltd. Xinergy is a U.S. producer of metallurgical and thermal coal with mineral reserves, mining operations and coal properties located in the Central Appalachian ("CAPP") regions of West Virginia and Virginia. Xinergy's operations principally include two active mining complexes known as South Fork and Raven Crest located in Greenbrier and Boone Counties, West Virginia. Xinergy also leases or owns the mineral rights to properties located in Fayette, Nicholas and Greenbrier Counties, West Virginia and Wise County, Virginia. Collectively, Xinergy leases or owns mineral rights to approximately 72,000 acres with proven and probable coal reserves of approximately 77 million tons and additional estimated reserves of 40 million tons. Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy cases (Bankr. W.D. Va. Lead Case No. 15-70444) on April 6, 2015. The cases have been assigned to Judge Paul M. Black. The cases are being jointly administered for procedural purposes. Xinergy Ltd. disclosed $36,968,445 in assets and $215,000,000 in liabilities as of the Chapter 11 filing. The Debtors tapped Hunton & Williams LLP as attorneys; Global Hunter Securities, as financial advisor, and American Legal Claims Services, LLC as claims, noticing and balloting agent. The U.S. Trustee appointed a two member official committee of unsecured creditors. The Committee tapped to retain McGuireWoods LLP as lead counsel, and Whiteford, Taylor & Preston, LLP as its local counsel. YELLOWSTONE MOUNTAIN: Jailed Founder Files New Release Request -------------------------------------------------------------- The Associated Press reported that an attorney for jailed Yellowstone Club founder Tim Blixseth asked a federal appeals court to release his client following two prior requests that the court turned down. As previously reported by The Troubled Company Reporter, in May, the U.S. Supreme Court denied the petition to be freed from jail filed by Mr. Blixseth. The former billionaire property developer has been held in the Cascade County Detention Center in Great Falls, Mont., since April 20 after a district court judge found him in contempt for failing to account for millions of dollars he owes creditors. About Yellowstone Mountain Located near Big Sky, Montana, Yellowstone Mountain Club LLC -- http://www.theyellowstoneclub.com/-- is a private golf and ski community with more than 350 members, including Bill Gates and Dan Quayle. The Company was founded in 1999. Yellowstone Club and its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10, 2008. The Company's owner affiliate, Edra D. Blixseth, filed a separate Chapter 11 petition on March 27, 2009 (Case No. 09-60452). Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green PLLC represented Yellowstone. The Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO. The official committee of unsecured creditors were represented by Parsons, Behle and Latimer; and James H. Cossitt, Esq., as counsel. Credit Suisse, the prepetition first lien lender, was represented by Skadden, Arps, Slate, Meagher & Flom. In June 2009, the Bankruptcy Court entered an order confirming Yellowstone's Chapter 11 Plan. Pursuant to the Plan, CrossHarbor Capital Partners LLC acquired equity ownership in the reorganized Club for $115 million. Marc S. Kirschner, Esq., was appointed the Trustee of the Yellowstone Club Liquidating Trust created under the Plan. [*] Financial Software, Signature Bank Offer Trustee Services ------------------------------------------------------------- Financial Software Solutions, LLC, the technology leader providing cloud-based and mobile case management solutions to bankruptcy trustees, and Signature Bank, a New York-based full-service commercial bank, on July 13 announced their agreement to jointly offer depository and technology services to trustees and other fiduciaries administering bankruptcy and receivership cases. Financial Software Solutions is the provider of the TrusteSolutions(TM) and BlueStylus(R) SAAS product lines, which are known industry wide for their robust, high-performing and secure platforms. FSS's commitment to product innovation and superior service has resulted in steady year-over-year growth for the last 10 years. Signature Bank's Bankruptcy Services group focuses on providing comprehensive, customized cash management and investment solutions that support all stages of Chapter 7 and Chapter 11 bankruptcy proceedings. Over the past few years, the Bank has expanded its Bankruptcy Services capabilities by attracting industry-leading professionals and entering into various related business lines. This has enabled Signature Bank to emerge as one of the leaders in this specialized arena. "We are pleased to have Signature Bank as our newest partner bank. They share the same commitment to service and quality product as we do. This partnership is an excellent opportunity for both organizations to further expand our reach into these markets," says Kristi Singal, president and CEO of FSS. "We look forward to this alliance with Financial Software Solutions as we further enhance our bankruptcy services offering. This agreement allows us to better serve bankruptcy trustees and professionals, an area in which the Bank has expanded its efforts over the past several years when we made a commitment to specifically cater to this fiduciary services market niche. We have added talented bankers to our private client banking network whose vast experience quickly positioned Signature Bank as one of the leaders in the provision of bankruptcy services and solutions. Our alignment with Financial Software Solutions helps round out the services we bring to our clients," explained Joseph J. DePaolo, President and Chief Executive Officer. About Signature Bank Signature Bank -- http://www.signatureny.com-- member FDIC, is a New York-based full-service commercial bank with 29 private client offices throughout the New York metropolitan area, including those in Manhattan, Brooklyn, Westchester, Long Island, Queens, the Bronx, Staten Island and Connecticut. The Bank's growing network of private client banking teams serves the needs of privately owned businesses, their owners and senior managers. Signature Bank offers a wide variety of business and personal banking products and services. Its specialty finance subsidiary, Signature Financial, LLC, provides equipment finance and leasing. Signature Securities Group Corporation, a wholly owned Bank subsidiary, is a licensed broker-dealer, investment adviser and member FINRA/SIPC, offering investment, brokerage, asset management and insurance products and services. Since commencing operations in May 2001, the Bank has grown to $28.6 billion in assets, $24.0 billion in deposits, $2.6 billion in equity capital and $3.6 billion in other assets under management as of March 31, 2015. Signature Bank's Tier 1 and risk-based capital ratios are significantly above the levels required to be considered well capitalized. Signature Bank was named the Best Bank in America by Forbes for 2015 and the only large cap bank to appear on Forbes' list of America's 50 Most Trustworthy Financial Companies. Signature Bank also was voted Best Business Bank by the New York Law Journal in the publication's fifth annual reader survey; named the nation's fifth top-performing bank by ABA Banking Journal; and ranked seventh on Bank Director magazine's 2014 Bank Performance Scorecard for banks with assets between $5 and $50 billion. About TrusteSolutions(TM) and FSS TrusteSolutions(TM) is a division of Financial Software Solutions, LLC, a Houston-based software company that provides cloud-based enterprise software to professionals across the United States. FSS also offers a suite of Web-based apps for legal professionals through its BlueStylus(R) division, which includes time and billing tools and document-sharing solutions. FSS is dedicated to providing enterprise-level software that is easy to learn and easy to use, helping businesses do more with fewer resources for enhanced productivity. [*] Wilber Ross's IAC Names Robert Miller as CEO ------------------------------------------------ Jeff Bennett and Chelsey Dulaney, writing for The Wall Street Journal, reported that turnaround expert Robert "Steve" Miller, who last decade successfully restructured one of the largest U.S. auto-parts makers, will take over the global automotive interiors company of billionaire investor Wilbur Ross. According to the report, Mr. Miller, 73 years old, is charged with mapping a new strategy for International Automotive Components Group that could include moving forward with a long-delayed initial public offering, acquiring additional businesses or finding a partner. IAC is a global auto-industry supplier that last year generated almost $6 billion in annual revenue selling instrument panels, cockpits, doors and trim, headliners and other exterior components, the Journal said. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2015. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***