/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150724.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, July 24, 2015, Vol. 19, No. 205 Headlines 3 MEO LLC: Case Summary & Largest Unsecured Creditor ABENGOA YIELD: Moody's Assigns Ba3 Corporate Family Rating ALPHA NATURAL: S&P Lowers Rating on 2nd-Lien Notes to 'CCC+' AMERICAN LIBERTY: Hires Foreman & Kessler as Special Counsel AMERICAN LIBERTY: Hires Quilling Selander as General Counsel AMERICAN LIBERTY: Taps Skibell Bohach as Special Counsel AMERICAN LIBERTY: Wants to Hire Allie Beth as Real Estate Brokers AMERICAN POWER: Matthew Steenwyk Reports 21.7% Stake AMERICAN SAMOA: Moody's Assigns Ba3 Rating on Series 2015A/B Bonds ANDALAY SOLAR: Files Preliminary Prospectus with SEC ARAMARK SERVICES: Moody's Hikes Corporate Family Rating to Ba3 ASHLEY RIVER: Court Approves Marina Property Sale Protocol ATLANTIC & PACIFIC: Has Interim OK to Obtain $50M in DIP Loan BAHA MAR: Disappointed With Bahamas Govt. Response to Ch. 11 Filing BAHA MAR: U.S. Trustee Forms 7-Member Creditors' Committee BAXANO SURGICAL: Plan Gets Overwhelming Majority of "Yes" Votes BERNARD L. MADOFF: Trustee's Firm Seeks Payment of Legal Fees BON-TON STORES: Names William Tracy Chief Operating Officer BRANTLEY LAND: Has Authority to Employ C. James McCallar as Atty. BRANTLEY LAND: U.S. Trustee Won't Appoint Creditors Committee BROOKLYN RENAISSANCE: Files List of Largest Unsecured Creditors CAESARS ENTERTAINMENT: Challenge Period Extended to Aug. 7 CAESARS ENTERTAINMENT: Reaches Agreement on Debt Restructuring CAL DIVE INT'L: Exclusive Plan Filing Date Extended to Sept. 29 CAL DIVE INT'L: Pneumatic's $4,000 Claim Sold to Sierra Liquidity CAST & CREW: Moody's Assigns B3 Corporate Family Rating CHOICE HOTELS: S&P Raises Sr. Unsecured Debt Rating to 'BB+' COLDWATER CREEK: $149,000 in Claims Switched Hands in July 2015 COLT DEFENSE: Takes Aim at Landlord, Owner Over Restructuring CORINTHIAN COLLEGES: Amends Chapter 11 Liquidation Plan CORNERSTONE HOMES: Court Approves LeClairRyan as Trustee's Counsel CORNERSTONE HOMES: Court Okays Barclay Damon as Trustee's Counsel COUTURE HOTEL: Mansa Capital Balks at Use of Cash Collateral DELIAS INC: Panel Hires Berkeley Research as Substitute Advisor DOLE FOOD: Moody's Hikes Corporate Family Rating to B2 DUNE ENERGY: Court Approves Asset Sales to Trimont & White Marlin ESCO MARINE: Court Approves Duff & Phelps as Financial Advisors FAMILY CHRISTIAN: Lease Decision Date Extended to Sept. 9 FINJAN HOLDINGS: Files Second Lawsuit Against Blue Coat FIRST DATA: Fitch Says IPO Filing a Positive Credit Development FJK PROPERTIES: Seeks Reconsideration of Ch. 11 Dismissal Order GAMING & LEISURE: Moody's Affirms 'Ba1' Corporate Family Rating GOLDEN COUNTY: $281,000 in Claims Switched Hands in July 2015 GOLDEN COUNTY: Wants to Change Name & Caption; Hearing on Aug. 24 GOODYEAR TIRE: S&P Assigns 'BB' Corp. Credit Rating HDGM ADVISORY: Court Grants Harold Garrison's Bid for Stay Relief HUGHES SATELLITE: Moody's Affirms 'B2' Corporate Family Rating HYPNOTIC TAXI: Case Summary & 20 Largest Unsecured Creditors IMPERIAL METALS: To Issue up to 5,500,797 Rights Shares LAKESIDE FEDERAL: Placed in Liquidation Due to Insolvency LATEX FOAM: July 28 Hearing on Further Access to Cash Collateral LEHMAN BROTHERS: Administrators Set Aug. 14 Proofs of Debt Deadline LEHMAN COMMERCIAL: Sept. 1 Proofs of Debt Deadline Set LTS GROUP: Moody's Confirms 'B2' Corporate Family Rating MARINA DISTRICT FINANCE: Fitch Assigns 'BB-' Rating to $650MM Loan MILAGRO OIL & GAS: Proposes Guidelines to Protect NOLs MILAGRO OIL & GAS: Seeks Approval of $15MM Financing MILAGRO OIL & GAS: Taps Prime Clerk as Claims Agent MONTREAL MAINE: Chapter 15 Recognition Hearing Slated for Aug. 20 MONTREAL MAINE: Plan Confirmation Hearing Set for September 24 MOSS FAMILY: Can Hire Beachwalk Realty as Broker NAARTJIE CUSTOM: Court Dismisses Chapter 11 Bankruptcy Case NATHAN REUTER: 8th Cir. Tosses Appeal Over Default Judgment NET DATA: Has Until Sept. 21 to Assume or Reject Unexpired Leases NET ELEMENT: Amends 40 Million Shares Resale Prospectus NORTHEAST HOUSING: Moody's Affirms Ba1 Rating on Series 2007-A OAKLAND PHYSICIANS: Case Summary & 20 Largest Unsecured Creditors PATRIOT COAL: $45,000 in Claims Transferred Between June & July PATRIOT COAL: Alvarez & Marsal OK'd as Chief Restructuring Officer PATRIOT COAL: Centerview Partners Approved as Investment Banker PATRIOT COAL: Court Orders Formation of Retiree Committee PATRIOT COAL: DIP Lenders File Rule 2019 Statement PATRIOT COAL: Kirkland and Ellis Approved as Bankruptcy Counsel PATRIOT COAL: Morgan Lewis Files Rule 2019 Statement PODS LLC: Moody's Confirms 'B2' Corporate Family Rating PRIME HEALTHCARE: S&P Affirms 'B+' CCR & Rates Unsec. Notes 'B+' QUICKSILVER RESOURCES: Management Team Meets with 2nd Lien Lenders ROADRUNNER ENTERPRISES: Lender Agrees to Continued Cash Use SABINE OIL: Yang Steps Down as SVP-Land & Legal, Gen. Counsel SANTA CRUZ BERRY: K&M Seeks to Buy Interest in Corralitos Farms SANTA CRUZ BERRY: Names R.F. Koontz as Responsible Individual SANTA CRUZ BERRY: Wins Interim OK to Use Cash Collateral SEARS HOLDINGS: Amends Credit Facility with BofA, et al. SOUTHERN FILM: Seeks to Make Distributions to Creditors SPENDSMART NETWORKS: Agrees to Lease Office Space from Sea Oak STAFFORD LOGISTICS: Moody's Affirms Caa1 Corporate Family Rating STANDARD REGISTER: Committee Asks for Revision to Jefferies Order STANDARD REGISTER: McKinsey's Kevin Carmody to Serve as CEO TEXAS REGENCY: Ch. 11 Case is SARE Case, TD Bank Says TRAILBLAZER FEDERAL: Closes; Chrome Assumes Members and Shares U.S. STEEL: Fitch Affirms 'BB-' Issuer Default Rating UNIVERSAL COOPERATIVES: Sept. 3 Plan Confirmation Hearing UTSTARCOM HOLDINGS: GHP Horwath Replaces PwC as Accountants VERMILLION INC: Jack Schuler Reports 18% Stake as of July 17 VISION SOLUTIONS: Moody's Affirms 'B2' Corporate Family Rating VISUALANT INC: Receives 9th Patent on ChromaID Technology WAYNE COUNTY, MI: Moves Closer to State Oversight WOLVERINE WORLD: S&P Affirms 'BB' Corporate Credit Rating XINERGY LTD: Court Approves Hiring of Zolfo Cooper and CRO Z'TEJAS SCOTTSDALE: Case Summary & 20 Top Unsecured Creditors Z'TEJAS SCOTTSDALE: Section 341 Meeting Set for August 25 ZD LLC: Case Summary & 7 Largest Unsecured Creditors ZOGENIX INC: Extends Term of Emery Lease to November 2022 [^] BOOK REVIEW: Lost Prophets -- An Insider's History ********* 3 MEO LLC: Case Summary & Largest Unsecured Creditor ---------------------------------------------------- Debtor: 3 MEO, LLC 3226 Dijon Avenue Ocean Springs, MS 39564 Case No.: 15-11846 Chapter 11 Petition Date: July 22, 2015 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Judge: Hon. Jerry A. Brown Debtor's Counsel: Edwin M. Shorty, Jr., Esq. EDWIN M. SHORTY, JR. & ASSOCIATES 650 Poydras Street, Suite 2515 New Orleans, LA 70130 Tel: (504) 207-1370 Fax: (504) 207-0850 Email: EShorty@eshortylawoffice.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Thanh Chau, owner/president. The Debtor listed VFC Properties 35 LLC as its largest unsecured creditor holding a claim of $2.9 million. A copy of the petition is available at: http://bankrupt.com/misc/laeb15-11846.pdf ABENGOA YIELD: Moody's Assigns Ba3 Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service assigned a Ba3 Corporate Family Rating (CFR) to Abengoa Yield PLC (ABY), a subsidiary of Abengoa S.A. (ABG, B2 stable). Moody's also assigned a B1(LGD4) rating to ABY's existing $255 million senior unsecured notes due November 2019. Additionally, Moody's assigned a Ba3-PD Probability of Default (PDR) Rating, as well as a Speculative Grade Liquidity Rating (SGL) of SGL-3. The rating outlook is stable. RATINGS RATIONALE Abengoa Yield's Ba3 Corporate Family Rating reflects the scale and diversity of its cash flows; however the rating is constrained by high debt leverage, structural subordination due to sizeable levels of project-level debt, the unproven nature of the yieldco business model and a limited track record with regard to its asset and risk management policies. ABY's cash flow diversity by business segment is strong, with around 60% of cash available for distribution (CAFD) coming from renewable projects (mostly solar), around 16% from gas-fired generation, approximately 15% from electricity transmission and around 3% from water desalinization. ABY's asset portfolio mix is a credit positive as it diversifies technology risk, operating risk as well as political and regulatory risks. ABY's geographical diversity is concentrated in a few locations, including Spain, Mexico and the US. The US assets are located in California and Arizona (Mojave and Solane) and have strong utility company counterparties, Pacific Gas & Electric Company (PG&E, A3 stable) and Arizona Public Service (APS, A2 stable), respectively. These two US solar projects are critical to ABY because they generate net operating losses (NOLs) that are utilized to offset federal income taxes. ABY's existing portfolio has a contracted average life of about 23 years with over 80% of the counterparties having an investment grade credit profile;. the remaining off-takers are not rated. ABY looks to mitigate its currency and repatriation risks by maintaining a minimum of 90% of its CAFD in US$ and has a currency hedging policy to cover the Euro exposure with its parent, ABG. ABY has also executed a Right-of-First-Offer (ROFO) agreement with parent ABG which provides a visible source of asset growth and mitigates acquisition and construction risk. So far there have been eighteen fully operational projects dropped-into ABY and total assets will amount to approximately $10 billion by the end of 2015. As of the 1Q 2015, ABY had $3.5 billion of non-recourse long term project debt which equates to a significant amount of ongoing project-level debt amortization each year. In addition, new drop-in projects are expected to increase long-term project debt by around $1.5 billion by the end of 2015. Thus, net project debt will amount to around $5.0 billion which, compared to other total return companies in the market, creates material structural debt subordination risk. "We expect that ABY's high consolidated debt to EBITDA ratio, which is between 7.0x to 8.0x times, will moderate to approximately 6.0x by 2018. Similarly, we see ABY's cash flow pre-working capital (CFO pre-WC) to debt is expected to be around 8.0% by 2018 in a "no asset growth" scenario that features no additional debt or incremental acquisitions. Although ABY is expected to incur additional debt to fund future acquisitions, a "no asset growth" scenario is used as a reference point to illustrate future cash flows relative to the existing debt structure." In general, the yieldco's untested business model is a constraint for the rating. There is very little history of financial policies or the implementation of asset and risk management polices across different regions and business segments. The growth strategy of ABY is to maintain a balanced and diversified portfolio, while limiting exposure to both riskier locations and to wind-generation. The size of ABY's portfolio is expected to increase by an additional $3.0 billion in equity in assets by 2018/2019. A major part of this portfolio growth will likely take place in countries like Mexico, Chile and some EMEA countries (mostly in South Africa). This growth strategy is focused on developing countries, thereby potentially increasing political and regulatory risks, as well as incorporating more complex credit dynamics. For example, we think the exposure to more sophisticated hedging strategies in riskier countries will lead to more complexity, financial engineering at project level, and higher exposure to political/ regulatory risk. Liquidity ABY's liquidity is adequate and consistent with the assigned SGL-3 rating. ABY has a modest amount of maintenance capital expenditures at the project level which are incorporated into their operating and maintenance agreements with ABG. ABY is expected to generate stable free cash flow over the next 18-24 months and any further need for liquidity is mainly limited to distributions and its own debt service obligations. At March 31, 2015 ABY had approximately $267 million of cash on hand, a fully drawn $125 million revolving credit facility due in 2018, and $255 million of unsecured senior notes due in November 2019. ABY has recently upsized its credit line with a revolver tranche B for an additional $290 million which remains undrawn. This upsizing is incorporated into the assigned SGL-3 rating. Outlook ABY's stable outlook reflects the scale and diversity of its steady cash flows, the long-term contracted portfolio, and the high credit quality of its counterparties. What could change the rating -- up The unproven nature of the yieldco business model, the limited track record of asset and risk management policies, high debt leverage and structural subordination limit the prospects of ABY being upgraded. However, as ABY executes and delivers on its business plan, establishes a track record in managing its portfolio, achieves its financial objectives and successfully integrates new projects into its business platform, upward rating movement could be possible. What could change the rating -- down ABY's rating could come under pressure should successful execution of the yieldco business model prove to be more challenging than expected. For instance, if newly acquired projects are not as accretive as expected, if holding company debt increases to fund acquisitions and/or dividends or if ABY has difficulties accessing the equity market, ABY's rating could be pressured. ALPHA NATURAL: S&P Lowers Rating on 2nd-Lien Notes to 'CCC+' ------------------------------------------------------------ Standard & Poor's Ratings Services said that it lowered its issue-level rating on Bristol, Va.–based coal miner Alpha Natural Resources Inc.'s second-lien notes due 2020 to 'CCC+' from 'B-'. S&P also revised the recovery rating on the notes to '3' from '2'. The '3' recovery rating indicates meaningful recovery (50% to 70%; lower half of the range) in the event of a payment default. RECOVERY ANALYSIS Key analytical factors -- In the first quarter of 2015, Alpha Natural Resources completed the repurchase of $593 million in unsecured notes and issued $214 million in senior secured second-lien notes. -- The company repurchased the notes at a discount, resulting in a reduction of roughly $379 million in consolidated net debt. -- The new second-lien notes and $117 million of balance sheet cash funded the repurchase. This increased second-lien debt to $714 million from $500 million, which reduced second-lien recovery expectations. As a result, S&P revised the recovery rating to '3' from '2'. -- S&P continues to assess recovery prospects for Alpha's secured and unsecured debt on the basis of a reorganization value of about $2 billion. Simulated default assumptions -- Year of default: 2018 -- EBITDA at emergence: $400 million -- Implied enterprise value (EV) multiple: 5x -- Gross EV: $2 billion Simplified waterfall -- Estimated stressed valuation (after 5% admin. costs): $1.9 billion -- Estimated priority claims (capital leases and accounts receivable securitization facility): $270 million -- Remaining value to cover other debt: $1.63 billion ----------------------------------------------------------- -- Estimated senior secured loan claims ($610 million revolving credit borrowings and $620 million term loan): $740 million -- Senior secured note recovery expectations: > 100% -- Senior secured note recovery rating: '1' -- Senior secured note issue rating: 'B' -- Remaining value to cover senior unsecured debt: $400 million ----------------------------------------------------------- -- Estimated senior unsecured note claims: $740 million -- Senior unsecured note recovery expectations: 50%-70% (lower half of the range) -- Senior unsecured note recovery rating: '3' -- Senior unsecured note rating: 'CCC+' Note: Estimated claim amounts include about six months' accrued but unpaid interest. Ratings List Alpha Natural Resources Inc. Corporate Credit Rating CCC+/Negative/-- Downgraded; Recovery Ratings Revised Alpha Natural Resources Inc. To From Second-lien Notes CCC+ B- Recovery Rating 3L 2L Ratings Unchanged Alpha Natural Resources Inc. Senior Secured Debt B Recovery Rating 1 Senior Unsecured CCC- Recovery Rating 6 Massey Energy Co. Senior Unsecured Debt CCC- Recovery Rating 6 AMERICAN LIBERTY: Hires Foreman & Kessler as Special Counsel ------------------------------------------------------------ American Liberty Oil Company, LP asks permission from the Hon. Stacy G. Jernigan of U.S. Bankruptcy Court for the Northern District of Texas to employ Foreman & Kessler, Ltd. as special counsel. The Debtor requires Foreman & Kessler to assist with the Pending Illinois Lawsuit because the practitioners in the firm represented the Debtor in such matters prior to the Petition Date and have considerable experience in matters of this character, are admitted to practice in Illinois, and are well qualified to represent the Debtor in this case. The Debtor has been informed that the normal hourly billing rates of Foreman & Kessler range from $175 to $200 per hour for shareholders. Foreman & Kessler will also be reimbursed for reasonable out-of-pocket expenses incurred. David M. Foreman, partner of Foreman & Kessler, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Foreman & Kessler can be reached at: David M. Foreman, Esq. FOREMAN & KESSLER, LTD. 204 E. Main Street Salem, IL 62881 Tel: (618) 548-8900 American Liberty Oil Company, LP filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 15-32019) on May 6, 2015. The petition was signed by Wreno S. Wynne, Jr., as managing partner of ALOC LLC. The Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million in its petition. Quilling, Selander, Lownds, Winslett & Moser, P.C., serves as the Debtor's counsel. The case is assigned to Hon. Stacey G. Jernigan. AMERICAN LIBERTY: Hires Quilling Selander as General Counsel ------------------------------------------------------------ American Liberty Oil Company, LP seeks authorization from the Hon. Stacy G. Jernigan of U.S. Bankruptcy Court for the Northern District of Texas to employ Quilling, Selander, Lownds, Winslett & Moser, P.C. as general counsel. The Debtor requires Quilling Selander to: (a) furnish legal advice to the Debtor with regard to its powers, duties and responsibilities as a debtor-in- possession and the continued management of its affairs and assets under Chapter 11; (b) prepare, for and on behalf of the Debtor, all necessary applications, motions, answers, orders, reports and other legal papers; (c) prepare a disclosure statement and plan of reorganization and other services incident thereto; (d) investigate and prosecute preference and fraudulent transfers actions arising under the avoidance powers of the Bankruptcy Code; and (e) perform all other legal services for the Debtor which may be necessary herein. Quilling Selander will be paid at these hourly rates: Shareholders $300-$450 Associates $185-$275 Paralegals $75-$125 Quilling Selander will also be reimbursed for reasonable out-of-pocket expenses incurred. Timothy A. York, attorney of Quilling Selander, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Quilling Selander can be reached at: Timothy A. York, Esq. QUILLING, SELANDER, LOWNDS, WINSLETT & MOSER, P.C. 2001 Bryan Street, Suite 1800 Dallas, TX 75201 Tel: (214) 871-2100 Fax: (214) 871-2111 American Liberty Oil Company, LP filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 15-32019) on May 6, 2015. The petition was signed by Wreno S. Wynne, Jr., as managing partner of ALOC LLC. The Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million in its petition. Quilling, Selander, Lownds, Winslett & Moser, P.C., serves as the Debtor's counsel. The case is assigned to Hon. Stacey G. Jernigan. AMERICAN LIBERTY: Taps Skibell Bohach as Special Counsel -------------------------------------------------------- American Liberty Oil Company, LP seeks authorization from the Hon. Stacy G. Jernigan of U.S. Bankruptcy Court for the Northern District of Texas to employ Skibell, Bohach & Archer, P.C. as special counsel. The Debtor selected Skibell Bohach to assist with the Kaufman County Final Judgment, the Pending Henderson County Lawsuit, and the Debtor's Breach of Contract Action. Skibell Bohach will be paid at these hourly rates: Shareholders and "Of Counsel" $275-$325 Associates $225-$250 Paralegals $90-$125 Skibell Bohach will also be reimbursed for reasonable out-of-pocket expenses incurred. Skibell Bohach is owed approximately $26,000 in unpaid attorneys' fees for work done for the Debtor prior to the Petition Date. However, Eric D. Archer, David E. Bird, and Skibell Bohach have advised the Debtor that they will not represent or hold any interest adverse to the debtor or the estate with respect to the matter on which they are to be employed and the Debtor believes they are therefore qualified to represent the bankruptcy estate under Section 327(e). David E. Bird, attorney of Skibell Bohach, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Skibell Bohach can be reached at: David E. Bird, Esq. SKIBELL, BOHACH & ARCHER, P.C. 17110 Dallas Parkway, Suite 214 Dallas, TX 75248 Tel: (214) 750-6300 Fax: (214) 363-0719 American Liberty Oil Company, LP filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 15-32019) on May 6, 2015. The petition was signed by Wreno S. Wynne, Jr., as managing partner of ALOC LLC. The Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million in its petition. Quilling, Selander, Lownds, Winslett & Moser, P.C., serves as the Debtor's counsel. The case is assigned to Hon. Stacey G. Jernigan. AMERICAN LIBERTY: Wants to Hire Allie Beth as Real Estate Brokers ----------------------------------------------------------------- American Liberty Oil Company, LP seeks authorization from the Hon. Stacy G. Jernigan of U.S. Bankruptcy Court for the Northern District of Texas to employ Allie Beth Allman & Associates and Moreland Properties as real estate brokers ("AAA/MP") for the bankruptcy estate. The Debtor entered into a listing agreement with AAA/MP to market and sell the property located at 22027 Moulin Drive, Spicewood, Texas 78669. Under the terms of the Listing Agreement, AAA/MP would be paid a commission of 6% of the gross sales price at closing of a sale of the Property. AAA/MP assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. AAA/MP can be reached at: ALLIE BETH ALLMAN & ASSOCIATES 5015 Tracy St #102 Dallas, TX 75205 Tel: (214) 521-7355 MORELAND PROPERTIES, INC. 3825 Lake Austin Blvd #501 Austin, TX 78703 Tel: (512) 480-0848 American Liberty Oil Company, LP filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 15-32019) on May 6, 2015. The petition was signed by Wreno S. Wynne, Jr., as managing partner of ALOC LLC. The Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million in its petition. Quilling, Selander, Lownds, Winslett & Moser, P.C., serves as the Debtor's counsel. The case is assigned to Hon. Stacey G. Jernigan. AMERICAN POWER: Matthew Steenwyk Reports 21.7% Stake ---------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Matthew van Steenwyk and his affiliates disclosed that as of July 21, 2015, they beneficially owned 12,729,302 shares of common stock of American Power Group Corporation, which represents 21.7 percent of the shares outstanding. Mr. Van Steenwyk is the manager of Arrow and trustee of the Betty Van Steenwyk Rollover IRA. A copy of the regulatory filing is available at: http://is.gd/r3LsuL About American Power Group American Power Group's alternative energy subsidiary, American Power Group, Inc., provides a cost-effective patented Turbocharged Natural Gas conversion technology for vehicular, stationary and off-road mobile diesel engines. American Power Group's dual fuel technology is a unique non-invasive energy enhancement system that converts existing diesel engines into more efficient and environmentally friendly engines that have the flexibility to run on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and compressed natural gas; (3) diesel fuel and pipeline or well-head gas; and (4) diesel fuel and bio-methane, with the flexibility to return to 100 percent diesel fuel operation at any time. The proprietary technology seamlessly displaces up to 80% of the normal diesel fuel consumption with the average displacement ranging from 40 percent to 65 percent. The energized fuel balance is maintained with a proprietary read-only electronic controller system ensuring the engines operate at original equipment manufacturers' specified temperatures and pressures. Installation on a wide variety of engine models and end-market applications require no engine modifications unlike the more expensive invasive fuel-injected systems in the market. Additional information at http://www.americanpowergroupinc.com/ American Power reported a net loss available to common stockholders of $2.92 million on $7.01 million of net sales for the year ended Sept. 30, 2013. As of March 31, 2015, the Company had $7.76 million in total assets, $5.37 million in total liabilities and $2.39 million total stockholders' equity. AMERICAN SAMOA: Moody's Assigns Ba3 Rating on Series 2015A/B Bonds ------------------------------------------------------------------ Moody's Investors Service has assigned an initial Ba3 rating to the Territory of American Samoa's $40.5 million General Revenue and Refunding Bonds Series 2015A (Tax-Exempt) and $32.5 million General Revenue and Refunding Bonds Series 2015B (Federally Taxable), to be issued through the American Samoa Economic Development Authority. Issue: General Revenue and Refunding Bonds, Series 2015A (Tax-Exempt); Rating: Ba3; Sale Amount: $40,455,000; Expected Sale Date: 08-10-2015; Rating Description: General Obligation Issue: General Revenue and Refunding Bonds, Series 2015B (Federally Taxable); Rating: Ba3; Sale Amount: $32,490,000; Expected Sale Date: 08-10-2015; Rating Description: General Obligation SUMMARY RATING RATIONALE The rating reflects American Samoa's status as a US territory which receives generous operating and capital assistance from the federal government, as well as its low long-term liabilities. The rating also factors in the territory's small and volatile economy, low income levels, weak financial position, and financial management challenges. Additionally, there are risks associated with changes in American Samoa's banking system, including the loss of the territory's only US-based retail bank and its planned replacement with a government owned charter bank. OUTLOOK Outlooks are usually not assigned to state and local government credits with this amount of debt outstanding. WHAT COULD MAKE THE RATING GO UP -- Diversification and growth of economy -- Sustained improvement in financial management and financial position WHAT COULD MAKE THE RATING GO DOWN -- Further weakening of financial position -- Economic deterioration -- Loss of US federal support OBLIGOR PROFILE American Samoa is a chain of seven small islands in the Pacific about 2,700 miles southwest of Hawaii and 2,300 miles northeast of New Zealand, that became a US territory in 1900. While that region is generally not prone to hurricanes, the territory did experience a major tsunami in 2009. LEGAL SECURITY The bonds will be special limited obligations of American Samoa, secured by a pledge of specific revenues. As defined by the bond indenture, the revenues comprise of personal income taxes, corporate income taxes, and certain excise taxes that include a tax on imported beer, malt extract, alcoholic beverages, motor vehicles, and others. The pledge of tax revenues is subject to the prior deduction of certain legislative earmark deductions. These pledged taxes are collected by the territory and transferred to the trustee on the 15th of each month on a one-sixth, one-twelfth basis. Fiscal 2014 pledged revenues provide 15.1 times coverage of peak debt service, and the territory has a standard debt service reserve fund. If the territory chooses to issue additional bonds, historical pledged revenue must be at least 4.0 times average annual debt service. While these pledged taxes are the main source of revenue, the bonds are also backed by the full faith and credit of the territory. USE OF PROCEEDS Proceeds will be used to take out outstanding loans to the pension system, and to help capitalize a proposed a charter bank to be owned and operated by the government. ANDALAY SOLAR: Files Preliminary Prospectus with SEC ---------------------------------------------------- Andalay Solar, Inc. filed a Form S-1 registration statement with the Securities and Exchange Commission relating to the resale of up to 150,000,000 shares of its common stock, par value $0.001 per share, by the selling stockholder, Southridge Partners II LP. All of those shares represent shares that Southridge has agreed to purchase if put to it by the Company pursuant to, and subject to the volume limitations and other limitation of, the terms of the Equity Purchase Agreement the Company entered into with them on Dec. 10, 2014. On Dec. 11, 2014, the Company filed a Registration Statement on Form S-1 to register 85,000,000 shares of common stock related to the Company's December Equity Purchase Agreement with Southridge and on Jan. 16, 2015, the SEC declared the Registration Statement effective. To date, the Company has drawn down approximately $1,105,000 from the sale of 84,113,042 shares of common stock from the December Equity Agreement, and still have available to sell approximately 887,000 shares of common stock under the Registration Statement on Form S-1 if all conditions under the December Equity Purchase Agreement are met. Subject to the terms and conditions of the December Equity Purchase Agreement the Company has the right to "put," or sell, up to $5,000,000 worth of shares of the Company's common stock to Southridge, of which approximately $1,105,000 worth of shares have been sold and approximately $3,895,000 remains available for sale. A copy of the Form S-1 prospectus is available for free at: http://is.gd/20sgn2 About Andalay Solar Founded in 2001, Andalay Solar, Inc., formerly Westinghouse Solar, Inc., is a provider of innovative solar power systems. In 2007, the Company pioneered the concept of integrating the racking, wiring and grounding directly into the solar panel. This revolutionary solar panel, branded "Andalay", quickly won industry acclaim. In 2009, the Company again broke new ground with the first integrated AC solar panel, reducing the number of components for a rooftop solar installation by approximately 80 percent and lowering labor costs by approximately 50 percent. This AC panel, which won the 2009 Popular Mechanics Breakthrough Award, has become the industry's most widely installed AC solar panel. A new generation of products named "Instant Connect" was introduced in 2012 and is expected to achieve even greater market acceptance. Andalay Solar reported a net loss attributable to common stockholders of $1.87 million for the year ended Dec. 31, 2014, compared with a net loss attributable to common stockholders of $3.85 million for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $2.55 million in total assets, $4.68 million in total liabilities and a $2.12 million total stockholders' deficit. Burr Pilger Mayer, Inc., in San Jose, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company's significant operating losses and negative cash flow from operations raise substantial doubt about its ability to continue as a going concern. ARAMARK SERVICES: Moody's Hikes Corporate Family Rating to Ba3 -------------------------------------------------------------- Moody's Investors Service upgraded Aramark Services, Inc.'s credit ratings. The Corporate Family rating (CFR) was upgraded to Ba3 from B1, the Probability of Default rating (PDR) was upgraded to Ba3-PD from B1-PD, the senior secured was upgraded to Ba3 from B1 and the senior unsecured was upgraded to B2 from B3. 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 the Speculative Grade Liquidity rating at SGL-2. The ratings outlook is stable. Issuer: Aramark Services, Inc. Actions: Corporate Family Rating, Upgraded to Ba3 from B1 Probability of Default Rating, Upgraded to Ba3-PD from B1-PD Senior Secured, Upgraded to Ba3, LGD3 from B1, LGD3 Senior Unsecured, Upgraded to B2, LGD6 from B3, LGD6 Speculative Grade Liquidity Rating, Affirmed SGL-2 Outlook: Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE The upgrade of the CFR to Ba3 reflects improved financial leverage upon the adoption of Moody's updated approach for standard adjustments for operating leases and Moody's expectations for debt to EBITDA of about 4.8 times today to decline and remain below 4.5 times through modest EBITDA growth and some debt reduction over the next 12 to 18 months. Moody's considers Aramark's business stable and predictable, with long term contracts and fixed asset investments providing meaningful competitive barriers. However, recent declines in profitability, with EBITA margins down by about 100 basis points to 5.3% over the past two years, heightened capital expenditures and volatility in working capital could lead to negative free cash flow in fiscal 2015 (ends September). With substantial investments being made in new and expanded contracts, Moody's expects low single digit constant currency revenue growth over the next two years and a gradual improvement in EBITA margins. Cost management initiatives will likely be a prominent focus for the new senior management team. Financial policies are considered evolving since Aramark was until recently majority-owned by a consortium of private equity investors who have either sold their investment or should complete doing so soon. All financial metrics cited reflect Moody's standard adjustments. The SGL-2 rating reflects good liquidity from cash balances expected to be at least $100 million, about $100 million of free cash flow in 2016 and $730 million of revolving credit facilities Moody's anticipates will be used seasonally. The stable ratings outlook reflects Moody's expectations for low single digit revenue growth and over $1.3 billion a year of EBITDA. The ratings could be downgraded if, as a result of some combination of poor results from operations, acquisitions or shareholder-friendly actions, Moody's expects debt to EBITDA to be maintained above 5 times or retained cash flow to debt to remain below 12%. The ratings could be upgraded if Aramark achieves sustained revenue growth, stable profitability as measured by EBITA margins of at least 6% and demonstrates conservative financial policies such that we expect sustained debt to EBITDA around 4 times and retained cash flow to debt at least 16%. Aramark is a provider of food and related services to a broad range of institutions and the second largest uniform and career apparel business in the United States. Aramark is owned by public shareholders. Moody's expects revenues of about $15 billion in 2015. ASHLEY RIVER: Court Approves Marina Property Sale Protocol ---------------------------------------------------------- Judge Martin Glenn of the United States Bankruptcy Court for Southern District of New York grants a motion for approval of sale procedures and broker application. Two motions have been filed concerning the proposed sale of a parcel of real property located in South Carolina (Marina Property), an asset indirectly owned in part by Debtor Emerald Investments, LLC, by virtue of its 70% non-voting membership interest in the entity that owns the Marina Property -- non-debtor Ashley River Properties II, LLC. The motion to approve marketing, bidding, and sale procedures for a sale of the Marina Property was filed by Ian J. Gazes, as Chapter 11 trustee of the Debtors, ARP II, and Kriti Ripley, LLC. The Trustee also filed an application to retain Colliers International Charleston, LLC, as commercial real estate broker in connection with the proposed sale. The Trustee proposes to market and potentially hold an auction of the Marina Property to monetize Emerald's primary asset, its 70% non-voting membership interest in ARP II. Judge Glenn granted the motions for approval of sale procedures and application to retain broker and overrules the two objections to the motion and application. The Court concludes that the Trustee established that he exercised his sound business judgment in determining to proceed with a sale of the Marina Property under the terms of the Sale Procedures. The Court concludes that the terms of the Sale Procedures are appropriate, particularly since the Debtors have few funds available to further finance their Chapter 11 cases. While the parties also dispute the value of the Marina Property, the Court finds that a market test through a sale process represents the best procedure to determine its value. However, the Court is not resolving any party's entitlement to distributions of sale proceeds at this time. If a sale of the Marina Property is successful, proceeds of the sale will be held in escrow pending a later determination of how they will be distributed pursuant to a confirmed Chapter 11 plan, unless the case is converted to case under Chapter 7. The bankruptcy cases are In re: ASHLEY RIVER CONSULTING, LLC, Chapter 11, Debtor, Case No. 14-13406 (MG) (Bankr. S.D.N.Y.). and In re: EMERALD INVESTMENTS, LLC, Debtor, Case No. 14-13407 (MG), (Bankr. S.D.N.Y.). A full-text copy of Judge Martin Glenn's Memorandum Opinion and Order dated July 10, 2015, is available at http://is.gd/67NT5t from Leagle.com. Ian J. Gazes, Esq. -- ian@gazesllc.com -- of Gazes LLC as Trustee for Ashley River Consulting, LLC and Emerald Investments, LLC. Thomas A. Pitta, Esq. -- tpitta@emmetmarvin.com -- of Emmet, Marvin & Martin, LLP, serves as counsel for Kriti Ripley, LLC and Ashley River Properties II, LLC. David Y. Wolnerman, Esq. -- dwolnerman@wwlawgroup.com -- and Randolph E. White, Esq. -- rwhite@wwlawgroup.com -- of White & Wolnerman, PLLC serve as counsel for the Gayla Longman Family Irrevocable Trust. David M. Hillman, Esq. -- david.hillman@srz.com -- Karen S. Park, Esq. -- karen.park@srz.com -- and Parker J. Milender, Esq. -- parker.milender@srz.com -- of Schulte Roth & Zabel LLP serve as counsel for Schulte Roth & Zabel LLP. ATLANTIC & PACIFIC: Has Interim OK to Obtain $50M in DIP Loan ------------------------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York gave The Great Atlantic & Pacific Tea Company, Inc., et al., interim authority to obtain $50.0 million from the $100.0 million in secured third priority postpetition financing from Fortress Credit Corp., and a consortium of lenders. The DIP Loan accrues interest at LIBOR + 11.5%. Default interest rate is the base rate plus 2.00% per annum. The Debtors, under the DIP Loan Documents, are required to sell their stores, other real estate, and personal property having a minimum value of $275.0 million. The Debtors are also given interim authority to use cash collateral securing their prepetition indebtedness. As of the Petition Date, the Debtors are liable to the following lenders: Prepetition ABL Secured Parties $198,063,821 Prepetition Term Loan Lenders $262,500,000 Also, as of the Petition Date, the outstanding face amount of the Prepetition PIK Notes was $215 million and the outstanding face amount of the Prepetition Convertible Notes was $250 million. The final hearing on the financing motion will be held on Aug. 10, 2015, at 10:00 a.m. (Eastern Time). Objections are due Aug. 5. About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company currently employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements (collectively, the "CBAs"). Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. As of Feb. 28, 2015, the Debtors reported total assets of $1.6 billion and liabilities of $2.3 billion. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. BAHA MAR: Disappointed With Bahamas Govt. Response to Ch. 11 Filing ------------------------------------------------------------------- Baha Mar Ltd. on July 22 issued the following statement with regard to the Bahamian Supreme Court ruling: "We respect Justice Winder's ruling and look forward to understanding his reasoning, but we are nonetheless disappointed by the result. We are even more disappointed in the way the Government has responded to our Chapter 11 filing over the past several weeks. We hope the Government will stand by its word to be an impartial mediator in our efforts to protect our investment and bring the project to completion. We do not believe [Wednes]day's ruling, for which the Government strenuously argued, assures the necessary protection of the assets of Baha Mar, and we do not believe that it is best for the over 2,500 current employees of Baha Mar. We note that the stay granted by the U.S. Bankruptcy Court remains in effect, and takes on increased importance in light of this ruling, as all parties must still address that prohibition on the exercise of remedies. Nonetheless, we are continuing to do everything we can through direct discussions with the relevant constituencies and stakeholders to ensure the survival of Baha Mar. We reiterate what we told the Court. We are making progress toward reaching a consensual resolution. If all the parties are willing, this resolution can happen. For the sake of all concerned, not least our employees, it must happen." About Baha Mar Orlando, Florida-based Northshore Mainland Services Inc., Baha Mar Enterprises Ltd., and their affiliates sought protection under Chapter 11 of the Bankruptcy Code on June 29, 2015 (Bankr. D.Del., Case No. 15-11402). Baha Mar owns, and is in the final stages of developing, a 3.3 million square foot resort complex located in Cable Beach, Nassau, The Bahamas. The case is assigned to Judge Kevin J. Carey. The Debtors are represented by Paul S. Aronzon, Esq., and Mark Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los Angeles, California; and Gerard Uzzi, Esq., Thomas J. Matz, Esq., and Steven Z. Szanzer, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York. The Debtors' Delaware counsel are Laura Davis Jones, Esq., James E. O'Neill, Esq., Colin R. Robinson, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. The Debtors' Bahamian counsel is Glinton Sweeting O'Brien. The Debtors' special litigation counsel is Kobre & Kim LLP. The Debtors' construction counsel is Glaser Weil Fink Howard Avchen & Shapiro LLP. The Debtors' investment banker and financial advisor is Moelis Company LLC. The Debtors' claims and noticing agent is Prime Clerk LLC. BAHA MAR: U.S. Trustee Forms 7-Member Creditors' Committee ---------------------------------------------------------- The U.S. Trustee for Region 3 appointed seven creditors of Baha Mar Enterprises Ltd. and its affiliates to serve on the official committee of unsecured creditors. The unsecured creditors are: (1) Yates-Osprey, a Joint Venture Attn: Dodds Dehmer 500 Greymont Suite A Jackson, MS 39202 Phone: 601-351-2015 Fax: 601-354-7965 (2) Purchasing Solutions International Inc. Attn: Mike Williams 6100 Western Place, Suite 901 Fort Worth, TX 76107 Phone: 817-862-8774 Fax: 817-862-9774 (3) Schadler Kramer Group LLC dba SK&G Attn: Bernard Opie 8912 Spanish Ridge Avenue Las Vegas, NV 89148 Phone:702-478-4000 Fax: 702-478-4001 (4) Suddath Global Logistics Bahamas, LTD Attn: Robert Thomas 815 Main Street Jacksonville, FL Phone: 904-390-7100 (5) AECOM Technical Services Inc. Attn: Margaret Pendergast 28485 DuPont Blvd. Millsboro, DE 19966 Phone: 302-933-0200 Fax: 302-933-0320 (6) Terracon Consultants Inc. Attn: Michael Yost 18001 W. 106th Street, Suite 300 Olathe, Kansas Phone: 913-577-0354 Fax: 913-599-5727 (7) SBE Hotel Management LLC Attn: Bernard Acosta 5900 Wilshire Blvd, 31st Floor Los Angeles, CA 90036 Phone: 323-655-8000 Fax: 323-655-8001 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 Baha Mar Orlando, Florida-based Northshore Mainland Services Inc., Baha Mar Enterprises Ltd., and their affiliates sought protection under Chapter 11 of the Bankruptcy Code on June 29, 2015 (Bankr. D.Del., Case No. 15-11402). Baha Mar owns, and is in the final stages of developing, a 3.3 million square foot resort complex located in Cable Beach, Nassau, The Bahamas. The case is assigned to Judge Kevin J. Carey. The Debtors are represented by Paul S. Aronzon, Esq., and Mark Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los Angeles, California; and Gerard Uzzi, Esq., Thomas J. Matz, Esq., and Steven Z. Szanzer, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York. The Debtors' Delaware counsel are Laura Davis Jones, Esq., James E. O'Neill, Esq., Colin R. Robinson, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. The Debtors' Bahamian counsel is Glinton Sweeting O'Brien. The Debtors' special litigation counsel is Kobre & Kim LLP. The Debtors' construction counsel is Glaser Weil Fink Howard Avchen & Shapiro LLP. The Debtors' investment banker and financial advisor is Moelis Company LLC. The Debtors' claims and noticing agent is Prime Clerk LLC. BAXANO SURGICAL: Plan Gets Overwhelming Majority of "Yes" Votes --------------------------------------------------------------- Catherine Nownes-Whitaker, an employee of Rust Consulting/Omni Bankruptcy, filed a declaration notifying the U.S. Bankruptcy Court for the District of Delaware that an overwhelming majority of creditors voted to accept Baxano Surgical, Inc.'s Amended Chapter 11 Plan. According to Ms. Nownes-Whitaker, 100% holders of Class 1 - Other Priority Claims, 100% of Class 2 - Hercules Allowed Secured Claim, and 97.50% of Class 3 - General Unsecured Claims voted to accept the plan. A full-text copy of Ms. Nownes-Whitaker's Voting Results Declaration is available at http://is.gd/IMp6r4 The Debtors amended its Plan on July 22 to provide, among other things, that the initial liquidation trustee will be John L. Palmer and to provide additional language with respect to the Internal Revenue Services' objection. In Paragraph 12 of the Debtor's proposed Order Confirming the Second Amended Chapter 11 Plan of Reorganization, the Debtor has included the following language: "Notwithstanding any provision to the contrary in the Second Amended Plan or this Order confirming the Second Amended Plan, nothing shall affect the ability of the Internal Revenue Service (the "IRS") to pursue any non-debtors to the extent allowed by non-bankruptcy law for any liabilities that may be related to any federal tax liabilities owed by the Debtor. IRS Allowed Administrative Claims shall be paid in full on the later of the applicable due date and the Effective Date. All IRS Allowed Administrative Claims not paid in full on the later of the applicable due date and the Effective Date due to a dispute on which the IRS eventually prevails shall accrue interest and penalties to the extent provided by non-bankruptcy law (but only to the extent permitted by applicable bankruptcy law) until paid in full. Finally, in accordance with 28 U.S.C. Section 1334(b), the district courts shall have original, but not exclusive, jurisdiction over civil proceedings related to any Claims asserted by the IRS." Following the amendment of the Plan, the IRS withdrew its objection to confirmation. A blacklined version of the Second Amended Plan dated July 22, 2015, is available at http://is.gd/rB2cYo About Baxano Surgical Based in Raleigh, North Carolina, Baxano Surgical Inc. develops, manufactures and markets minimally invasive medical products designed to treat degenerative conditions of the spine affecting the lumbar region. As of March 31, 2013, over 13,500 fusion procedures and 7,000 decompression procedures have been performed globally using its products. Baxano Surgical filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 14-12545) on Nov. 12, 2014. The case is assigned to Judge Christopher S. Sontchi. The Debtor, in an amended schedules, disclosed $24,810,590 in assets and $26,984,139 in liabilities as of the Chapter 11 filing. The Debtor has tapped John D. Demmy, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware, as bankruptcy counsel. The Debtor is also employing the law firm of Goodwin Proctor LLP as special counsel, and the law firm of Hogans Lovell as special healthcare regulatory counsel. The Debtor is engaging Tamarack Associates to, among other things, provide John L. Palmer as CRO. Houlihan Lokey is serving as the Debtor's investment banker. Rust Consulting Omni is the claims and noticing agent. The Debtor filed with the Court a Chapter 11 liquidating plan following the sale of all of its operating assets. Following the Effective Date, a liquidation trustee will liquidate the remaining accounts receivable, rights to return of deposits, refunds of unearned insurance premiums and preference claims. In addition, assuming a law firm can be identified that is willing to undertake an investigation of the viability of any Causes of Action against current and former directors and officers, on terms acceptable to the Liquidation Trustee, the investigation will be undertaken. The Official Committee of Unsecured Creditors selected Pillsbury Winthrop Shaw Pittman LLP and Morris, Nichols, Arsht & Tunnell LLP as co-counsel. The Committee also tapped Urbanowicz Consulting, LLC, as consultant. BERNARD L. MADOFF: Trustee's Firm Seeks Payment of Legal Fees ------------------------------------------------------------- Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review, reported that the law firm leading the charge to recover the funds that Bernard Madoff stole from investors is seeking payment of $40.1 million for four months of work during which an army of lawyers struck deals to recover hundreds of millions of dollars. According to the report, liquidation trustee Irving Picard and his law firm, Baker & Hostetler LLP, on July 22 filed papers asking a bankruptcy judge to authorize the fees as well as to release $12 million in previously approved fees that haven't yet been paid. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. As of the end of May 2015, the SIPA Trustee has recovered more than $10.699 billion and has distributed approximately $7.576 billion. When additional settlements awaiting distribution are taken into account, the recovery in the Madoff liquidation proceeding totals $10.734 billion. BON-TON STORES: Names William Tracy Chief Operating Officer ----------------------------------------------------------- The Bon-Ton Stores, Inc., announced the appointment of William Tracy to the position of chief operating officer of the Company, effective July 27, 2015. Mr. Tracy will have responsibility for Stores, Information Systems, Supply Chain, Distribution & Logistics, Omnichannel Strategy, Real Estate, and Human Resources. Mr. Tracy, age 61, joins Bon-Ton from Hudson's Bay Company where he most recently served as executive vice president - Supply Chain, Logistics & Omni Channel Fulfillment, and Global Sourcing. His previous position with Hudson's Bay was executive vice president - Supply Chain, Omni Channel Fulfillment & Information Services. He has had previous experience as chief operating officer at Fortunoff and Nine West Corporation and served in various senior leadership capacities at Lord & Taylor and Abraham & Straus Department Stores, which included Merchandise Planning, Facilities and Store Planning, Store Operations, Distribution and Logistics, Human Resources and Information Systems. Mr. Tracy has over 30 years of retail experience and has a Bachelor of Arts degree from Adelphi University. Kathryn Bufano, president and chief executive officer, stated, "We are excited to have an executive with Bill's experience and talents join our team as Chief Operating Officer. He shares my vision of optimizing technology to gain efficiency and reach our existing and new customers and improving our ability to provide fashion for the family to our customers in the most efficient and cost effective manner possible." The Offer Letter does not provide for a term of employment and provides for an initial base salary of $650,000 per year. The Offer Letter provides that Mr. Tracy will be paid a signing bonus of $230,000, net of all applicable taxes, with one-half paid at the first pay period after the Effective Date and on-half paid in April 2016, at such time as the Company typically pays bonuses under its bonus program. The Offer Letter provides that Mr. Tracy is eligible for a bonus under The Bon-Ton Stores, Inc. Amended and Restated Cash Bonus Plan under the following parameters: a target bonus of 75% of base salary, a threshold bonus of 37.5% of base salary, and a maximum bonus of 150% of base salary. The Offer Letter provides that Mr. Tracy will receive a grant of 120,000 restricted shares of the Company's common stock pursuant to the terms of the Restricted Stock Agreement and the Company's 2009 Omnibus Incentive Plan. Those restricted shares will vest if Mr. Tracy remains employed by the Company on July 27, 2018. If Mr. Tracy's employment is terminated without cause prior to vesting, the restricted shares will vest in annual increments over the remaining vesting period. The Company has agreed to reimburse Mr. Tracy for commuting expenses up to $50,000 per year and to make a one-time reimbursement of up to $7,500 for accounting expenses relating to the transition. Mr. Tracy will also be eligible to participate in the Company's health plans and other plans and programs generally available to the Company's employees and executives. 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. BRANTLEY LAND: Has Authority to Employ C. James McCallar as Atty. ----------------------------------------------------------------- Judge John S. Salis of the U.S. Bankruptcy Court for the Southern District of Georgia authorized Brantley Land & Timber Company, LLC, to employ the services of C. James McCallar, Jr., Tiffany E. Caron, and L. Rachel Wilson as attorneys, after determining that the attorneys have no adverse interest to those of the Debtor's estate. Brantley Land & Timber Company, LLC, a real estate developer in Brantley County, Georgia, has filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ga. Case No. 15-20584) in Brunswick, Georgia, on July 16, 2015. The Debtor, which is controlled by the receiver, tapped McCallar Law Firm as counsel. BRANTLEY LAND: U.S. Trustee Won't Appoint Creditors Committee ------------------------------------------------------------- Guy G. Gebharst, Acting U.S. Trustee for Region 21, notified the U.S. Bankruptcy Court for the Southern District of Georgia, Brunswick Division, that he is not attempting to form a committee of unsecured creditors in the Chapter 11 case of Brantley Land & Timber Company, LLC, at this time. Brantley Land & Timber Company, LLC, a real estate developer in Brantley County, Georgia, has filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ga. Case No. 15-20584) in Brunswick, Georgia, on July 16, 2015. The Debtor, which is controlled by the receiver, tapped McCallar Law Firm as counsel. BROOKLYN RENAISSANCE: Files List of Largest Unsecured Creditors --------------------------------------------------------------- Brooklyn Renaissance, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of New York a list disclosing its three largest unsecured creditors: Creditor Nature of Claim Claim Amount -------- --------------- ------------ Maspeth Federal Savings 557 Union Street $1,436,000 56-18 69th Street Brooklyn, NY Maspeth, NY 11378 Maspeth Federal Savings 65 Fourth Street $775,000 Brooklyn, NY M&T Bank Loan proceeds used $175,000 One M&T Plaza for Debtor property Buffalo, NY 14240 About Brooklyn Renaissance Brooklyn Renaissance, LLC, sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 15-43122) on July 6, 2015 in Brooklyn, without stating a reason. The Debtor estimated $10 million to $50 million in assets and less than $10 million in debt. James McGown, the managing member, signed the petition. The case is assigned to Judge Nancy Hershey Lord. The Debtor tapped Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, in White Plains, New York, as counsel. According to the docket, the Debtor's Chapter 11 plan and disclosure statement are due Nov. 3, 2015. CAESARS ENTERTAINMENT: Challenge Period Extended to Aug. 7 ---------------------------------------------------------- Caesars Entertainment Operating Company, Inc., et al., ask the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division, to approve a stipulation extending the challenge period regarding leveraged buyout. The Debtors said they reached agreement with certain of their senior secured first lien lenders and noteholders regarding extending the challenge period to August 7, 2015. Caesars Entertainment Operating Company, Inc., et al. are represented by: James H.M. Sprayregen, Esq. David R. Seligman, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Tel.: 312 862-2000 Fax: 312 862-2200 Email: james.sprayregen@kirkland.com david.seligman@kirkland.com -- and -- Paul M. Basta, Esq. Nicole L. Greenblatt, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022-4611 Tel.: (212) 446-4800 Fax: (212) 446-4900 Email: paul.basta@kirkland.com nicole.greenblatt@kirkland.com The Statutory Unsecure Claimholders' Committee is represented by: Martin J. Bienenstock, Esq. Philip M. Abelson, Esq. Vincent Indelicato, Esq. Proskauer Rose LLP Eleven Times Square New York, New York 10036 Tel: 212 969-3000 Fax: 212 969-2900 Email: pabelson@proskauer.com mbienenstock@proskauer.com vindelicato@proskauer.com -- and -- Jeff J. Marwil, Esq. Mark K. Thomas, Esq. Paul V. Possinger, Esq. Brandon W. Levitan, Esq. Proskauer Rose LLP 70 W. Madison St. Chicago, Illinois 60602-4342 Tel: 312 962-3550 Fax: 312 962-3551 Email: jmarwil@proskauer.com mthomas@proskauer.com pposinger@proskauer.com blevitan@proskauer.com About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, The RSA became effective pursuant to its terms as of Jan. 9, 2015. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. * * * The Troubled Company Reporter, on April 27, 2015, reported that Fitch Ratings has affirmed and withdrawn the Issuer Default Ratings (IDR) and issue ratings of Caesars Entertainment Operating Company (CEOC). These actions follow CEOC's Chapter 11 filing on Jan. 15, 2015. Accordingly, Fitch will no longer provide ratings or analytical coverage for CEOC. In addition, Fitch has affirmed the IDR and issue rating of Chester Downs and Marina LLC (Chester Downs) and the ratings have been simultaneously withdrawn for business reasons. CAESARS ENTERTAINMENT: Reaches Agreement on Debt Restructuring -------------------------------------------------------------- Caesars Entertainment Corporation and Caesars Entertainment Operating Company, Inc. have entered into a restructuring agreement with holders of a significant amount of CEOC's second-lien notes. This agreement provides for a substantial improvement in recoveries for second lien noteholders and adds to the group of creditors supporting CEOC's restructuring plan. The agreement will go effective when holders owning greater than 50% of second lien debt sign the agreement. With the public announcement of the terms of this enhanced restructuring agreement, Caesars Entertainment and CEOC will seek to gain further support. Pursuant to the agreement, second lien noteholders who sign the agreement by the date holders owning greater than 50% of second lien debt sign the agreement (or 10 days after that date if occurring before Aug. 19, 2015), will receive a forbearance fee. Holders eligible to receive the fee will receive their pro rata share of at least $200 million in convertible notes to be issued by Caesars Entertainment in consideration for forbearing in respect to certain alleged defaults. These holders also have the potential to receive an additional $200 million of convertible notes either directly or through an enhanced class recovery. In addition, Caesars Entertainment and CEOC have agreed to several improvements from the Restructuring Support Agreement announced on Jan. 14, 2015, as follows: * Caesars Entertainment will contribute an additional $200 million of Caesars Entertainment convertible notes to the class of second lien noteholders if the class votes in favor of CEOC's plan of reorganization. If the class does not vote in favor, the additional notes shall be distributed to second lien noteholders who have signed the agreement as an additional fee; * Caesars Entertainment will contribute approximately 5% common equity stake in PropCo (or cash) to the class of second lien noteholders; * Caesars Entertainment will contribute an additional approximately 5% common equity stake in PropCo (or cash) to the class of second lien noteholders if the class of second lien noteholders votes in favor of CEOC’s plan of reorganization. If the class does not vote in favor, the additional equity (or cash) shall be distributed to second lien noteholders who have signed the agreement as an additional fee; * Under certain conditions, second lien noteholders will have the opportunity to purchase, at plan value, a minimum of 2.5% of the PropCo Common Stock to be issued to first lien noteholders and a maximum of 100% of such stock; * Caesars Entertainment has agreed to grant PropCo a call right to purchase the real estate associated with Harrah's New Orleans, consistent with the previously granted call right granted for the real estate underlying Harrah’s Atlantic City and Harrah's Laughlin. Consistent with the Restructuring Support and Forbearance Agreement dated Jan. 14, 2015, and supported by more than 80% of first-lien noteholders, CEOC voluntarily commenced a Chapter 11 reorganization on Jan. 15, 2015. The restructuring plan contemplates that CEOC will convert its corporate structure by separating virtually all of its US-based gaming operating assets and real property assets into two companies, including an operating entity and a newly formed, publicly traded real estate investment trust that will directly or indirectly own a newly formed property company. The proposed transactions would reduce CEOC's debt by approximately $10 billion, providing for the exchange of approximately $18.4 billion of outstanding debt for $8.6 billion of new debt. Annual interest expense would be reduced by approximately 75%, from approximately $1.7 billion to approximately $450 million. PropCo would lease its real property assets to OpCo in exchange for annual lease payments of $635 million, subject to certain adjustments, with the lease payments guaranteed by Caesars Entertainment. The restructuring plan is subject to approval by the bankruptcy court and the receipt of required gaming regulatory approvals. Caesars Entertainment and CEOC are continuing to work to obtain additional support from other CEOC creditors. A copy of the Restructuring Support and Forbearance Agreement is available at http://is.gd/7TWD68 About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, The RSA became effective pursuant to its terms as of Jan. 9, 2015. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. * * * The Troubled Company Reporter, on April 27, 2015, reported that Fitch Ratings has affirmed and withdrawn the Issuer Default Ratings (IDR) and issue ratings of Caesars Entertainment Operating Company (CEOC). These actions follow CEOC's Chapter 11 filing on Jan. 15, 2015. Accordingly, Fitch will no longer provide ratings or analytical coverage for CEOC. In addition, Fitch has affirmed the IDR and issue rating of Chester Downs and Marina LLC (Chester Downs) and the ratings have been simultaneously withdrawn for business reasons. CAL DIVE INT'L: Exclusive Plan Filing Date Extended to Sept. 29 --------------------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware extended Cal Dive International, Inc., et al.'s filing exclusivity period and solicitation exclusivity period are extended through and including Sept. 29, 2015, and Nov. 30, 2015. In support of the extension motion, Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, told the Court that the Debtors are at a crucial point in their Chapter 11 cases as significant deadlines, imposed by both the Bid Procedures Order and DIP Facility Agreement, are rapidly approaching. As a result, the Debtors' management and advisors are focused nearly exclusively on maximizing the value realized through the sale process for the benefit of their estates, creditors, and other parties in interest, Ms. Steele said. Maintaining the exclusive right to file and solicit votes on a plan of reorganization is critical to the Debtors' ability to complete the sale process and achieve their remaining goals in their cases as efficiently and expeditiously as possible, Ms. Steele asserted. She said that from an informational standpoint, the Debtors have not and will not be in a position to formulate a plan until conclusion of the sale process, the outcome of which will necessarily serve as the starting point for any plan proposed in their Chapter 11 cases. About Cal Dive Houston, Texas-based marine contractor Cal Dive International, Inc., provides manned diving, pipelay and pipe burial, platform installation and salvage, and light well intervention services to the offshore oil and natural gas industry on the Gulf of Mexico OCS, Northeastern U.S., Latin America, Southeast Asia, China, Australia, West Africa, the Middle East, and Europe. Cal Dive and its U.S. subsidiaries filed simultaneous voluntary petitions (Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015. Through the Chapter 11 process, the Company intends to sell non- core assets and intends to reorganize or sell as a going concern its core subsea contracting business. Cal Dive disclosed total assets of $571 million and total debt of $411 million as of Sept. 30, 2015. The Debtors tapped Richards, Layton & Finger, P.A., as counsel, O'Melveny & Myers LLP, as co-counsel; Jones Walker Jones Walker LLP as corporate counsel; and Kurtzman Carson Consultants, LLC, as claims and noticing agent. The Debtors also tapped Carl Marks Advisory Group LLC as crisis managers and appoint F. Duffield Meyercord as chief restructuring officer. The U.S. Trustee for Region 3 formed a five-member committee of unsecured creditors in the case. The Committee retained Akin Gump Strauss Hauer & Feld LLP and Pepper Hamilton LLP as co-counsel; and Guggenheim Securities, LLC as exclusive investment banker. Cal Dive Offshore Contractors, Inc., disclosed total assets of $233,273,806 and $311,339,932 in liabilities as of the Chapter 11 filing. CAL DIVE INT'L: Pneumatic's $4,000 Claim Sold to Sierra Liquidity ----------------------------------------------------------------- In the Chapter 11 cases of Cal Dive International, Inc., et al., one claim switched hands on July 8, 2015: Transferee Transferor Claim Amount ---------- ---------- ------------ Sierra Liquidity Fund, LLC Pneumatic Specialties, $4,011.97 Inc. About Cal Dive Houston, Texas-based marine contractor Cal Dive International, Inc., provides manned diving, pipelay and pipe burial, platform installation and salvage, and light well intervention services to the offshore oil and natural gas industry on the Gulf of Mexico OCS, Northeastern U.S., Latin America, Southeast Asia, China, Australia, West Africa, the Middle East, and Europe. Cal Dive and its U.S. subsidiaries filed simultaneous voluntary petitions (Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015. Through the Chapter 11 process, the Company intends to sell non- core assets and intends to reorganize or sell as a going concern its core subsea contracting business. Cal Dive disclosed total assets of $571 million and total debt of $411 million as of Sept. 30, 2015. The Debtors tapped Richards, Layton & Finger, P.A., as counsel, O'Melveny & Myers LLP, as co-counsel; Jones Walker Jones Walker LLP as corporate counsel; and Kurtzman Carson Consultants, LLC, as claims and noticing agent. The Debtors also tapped Carl Marks Advisory Group LLC as crisis managers and appoint F. Duffield Meyercord as chief restructuring officer. The U.S. Trustee for Region 3 formed a five-member committee of unsecured creditors in the case. The Committee retained Akin Gump Strauss Hauer & Feld LLP and Pepper Hamilton LLP as co-counsel; and Guggenheim Securities, LLC as exclusive investment banker. Cal Dive Offshore Contractors, Inc., disclosed total assets of $233,273,806 and $311,339,932 in liabilities as of the Chapter 11 filing. CAST & CREW: Moody's Assigns B3 Corporate Family Rating ------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating ("CFR") and B3-PD Probability of Default Rating ("PDR") to Cast & Crew Payroll, LLC ("Cast & Crew"). Additionally, Moody's assigned a B2 rating to Cast & Crew's proposed senior secured first lien credit facility consisting of a $65 million revolving credit facility and $270 million term loan, and assigned a Caa2 rating to Cast & Crew's proposed $95 million senior secured second lien term loan. The proceeds of the new debt financing will be used to partially fund the purchase of the issuer by Silver Lake from ZM Capital ("ZMC"). The ratings outlook is stable. Moody's assigned the following ratings to Cast & Crew Payroll, LLC: Corporate Family Rating- B3 Probability of Default Rating- B3-PD Senior Secured Revolving Credit Facility expiring 2020 -- B2 (LGD3) Senior Secured First Lien Term Loan due 2022 -- B2 (LGD3) Senior Secured Second Lien Term Loan due 2023 -- Caa2 (LGD5) Outlook is Stable RATINGS RATIONALE The B3 CFR reflects the credit risks associated with Cast & Crew's relatively small revenue base and high debt to EBITDA leverage while also considering the company's exposure to the growing, but somewhat cyclical market for film and television content production in the entertainment industry. As a leading provider of payroll processing, production accounting software, workers' compensation coverage, and related services within this sector, Cast & Crew maintains relationships at multiple corporate levels with large studios and production companies. However, the issuer's principal customer associations are centered on service agreements for individual film and television productions. While these arrangements provide a meaningful degree of diversification within the company's overall concentration in the entertainment industry, Cast & Crew's business visibility is somewhat limited over the intermediate term by uncertainty surrounding the life cycle of a particular production. Additionally, the ratings reflect the risks related to the company's ability to effectively manage workers compensation insurance claims as well as the possibility of organized labor interruptions within the industry that can be protracted and weigh on operating performance. Studios are also managing content and production costs closely to ensure spending efficiency and this could periodically create downward pressure or restrain the growth of Cast & Crew's revenue base. On a pro forma basis, Cast & Crew's debt-to-EBITDA metrics (Moody's adjusted) are relatively high although the risks associated with leverage are partially offset by a meaningful equity cushion. The company's credit profile is also supported by Cast & Crew's entrenched position within its niche market that should benefit from expanding production budgets, allowing the company to reduce debt-to-EBITDA by approximately 0.5x in the coming 12 months. Moreover, the company's strong market presence is enhanced by entry barriers associated with its long term customer relationships and nearly 40 years of industry expertise during which Cast & Crew has developed critical specialization in understanding the specific complexities inherent to media production payroll processing. Moody's expects the company to generate limited free cash flow of less than $10 million in FY16 as the issuer completes a two-year cycle of above average capital expenditures. However, $10 million in cash on Cast & Crew's balance sheet at closing and an undrawn $65 million five-year revolver support the company's good liquidity position. The revolving credit facility will have a springing covenant, which is not expected to be in effect over the next 12-18 months, as excess availability should remain above the minimum levels. There are no financial maintenance covenants on the term loans. The stable ratings outlook reflects Moody's projection for 12% revenue growth in FY16 as incremental film and television content production spending in the entertainment industry continues to support Cast & Crew's top line expansion. Moody's expects the company to experience moderate erosion in adjusted EBITDA margins in the coming twelve months as Cast & Crew's recent investments in its sales infrastructure increase costs. However, the issuer's strong profitability metrics should recover in subsequent years as further sales growth drive operating leverage benefits. What Could Change the Rating - Up The ratings could be upgraded if Cast & Crew effectively expands revenues and EBITDA to sustain moderate deleveraging and increase free cash flow to debt above 5%. What Could Change the Rating - Down The ratings could be lowered if revenue and EBITDA contracts materially from current levels, the company begins to generate weak or negative free cash flow , or liquidity deteriorates. Cast & Crew is a leading provider of technology-enabled payroll processing, production accounting software, workers compensation coverage, and related value-added services to a large and growing base of clients across the entertainment industry. The company is in the process of being acquired by Silver Lake. CHOICE HOTELS: S&P Raises Sr. Unsecured Debt Rating to 'BB+' ------------------------------------------------------------ Standard & Poor's Ratings Services said it raised its issue-level rating on Rockville, Md.-based Choice Hotels International Inc.'s senior unsecured debt issues to 'BB+' (the same as the corporate credit rating) from 'BB' and revised its recovery rating on the debt issues to '3' from '5.' The '3' recovery rating indicates S&P's expectation for meaningful (50% to 70%; lower half of the range) recovery for lenders in the event of a payment default. S&P also assigned the company's new $450 million senior unsecured revolving credit facility due 2020 S&P's 'BB+' issue-level rating, with a '3' recovery rating, in line with the current ratings on the company's unsecured debt. The favorable revision of the unsecured debt recovery rating reflects the company's refinancing of its senior secured credit facility. Given that the previous secured credit facility had a priority claim on the company's assets, the refinancing of the facility removed the security pledge of the company's assets and results in a higher emergence value available, and higher recovery prospects for, unsecured lenders in the event of a default. The corporate credit rating on Choice remains 'BB+'. The rating outlook is stable. "The 'BB+' corporate credit rating reflects our assessment of Choice's business risk profile as 'strong' and our assessment of the company's financial risk profile as 'aggressive,' according to our criteria," said Standard & Poor's credit analyst Carissa Schreck. The stable rating outlook reflects S&P's forecast for modest improvement in credit measures given its expectation for continued good operating performance at Choice. Good levels of free cash flow and a strong liquidity profile also support the stable outlook. Rating downside is limited at this time because S&P expects modest growth in Choice's RevPAR over the next two years. However, S&P could lower the rating if operating performance meaningfully declines, or if Choice pursues debt financed acquisitions or more significant returns to shareholders, such that total adjusted debt to EBITDA is sustained above 5x and FFO to total debt is sustained below 12%. S&P could raise its rating if it believes Choice will sustain debt to EBITDA below 4x and FFO to debt above 20%. However, Choice's current financial policy to allow gross debt to EBITDA to increase up to 4x constrains the current rating on the company. COLDWATER CREEK: $149,000 in Claims Switched Hands in July 2015 --------------------------------------------------------------- In the Chapter 11 case of CWC Liquidation Inc., formerly known as Coldwater Creek Inc., one claim switched hands on July 18, 2015: Transferee Transferor Claim Amount ---------- ---------- ------------ Wells Fargo Bank, N.A., Steeplegate Mall, LLC $149,161.75 as Trustee for the Registered Holders of Bank of America Commercial Mortgage, Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-6 About Coldwater Creek Coldwater Creek is a multi-channel retailer that offers its merchandise through retail stores across the country, its catalog and its e-commerce Web site, http://www.coldwatercreek.com/ Originally founded in Sandpoint, Idaho in 1984 as a direct, catalog-based marketer, Coldwater evolved into a multi-channel specialty retailer operating 334 premium retail stores, 31 factory outlet stores and seven day spa locations throughout the United States. As of the bankruptcy filing, the Debtors domestically employ a total of approximately 5,990 employees throughout their retail locations, corporate headquarters and distribution, design and call centers. Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on April 11, 2014, to liquidate their assets. Coldwater Creek disclosed assets of $721 million plus undetermined amount and liabilities of $425 million plus undetermined amount. Affiliate Coldwater Creek U.S. Inc. estimated $100 million to $500 million in assets and liabilities. The Debtors have drawn $37.5 million and have $10 million in letters of credit outstanding under a senior secured credit facility (ABL facility) provided by lenders led by Wells Fargo Bank, National Association, as agent. The Debtors also owe $96 million, which includes accrued interest and approximately $23 million representing a prepayment premium payable, under a term loan from lenders led by CC Holding Agency Corporation, as agent. Aside from the funded debt, the Debtors have accumulated a significant amount of accrued and unpaid trade and other unsecured debt in the normal course of their business. The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP as financial advisor, Alvarez & Marsal as restructuring advisor, and Prime Clerk LLC as claims and noticing agent. The U.S. Trustee for Region Three named seven creditors to serve on the official committee of unsecured creditors. Lowenstein Sandler LLP represents the Committee. CWC Liquidation Inc., formerly known as Coldwater Creek Inc., notified the Bankruptcy Court that the effective date of its Modified Third Amended Joint Plan of Liquidation occurred on Sept. 26, 2014. The Troubled Company Reporter, on Dec. 29, 2014, reported that the Bankruptcy Court entered a final decree closing the Chapter 11 cases of consolidated non-lead debtors in the cases of CWC Liquidation Inc. formerly known as Coldwater Creek Inc, et al. COLT DEFENSE: Takes Aim at Landlord, Owner Over Restructuring ------------------------------------------------------------- Matt Jarzemsky and Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review, reported that Colt Defense LLC is backing a bid by its creditors for a probe of the ties between its landlord and its majority owner and whether the two are acting in concert to hold the company's restructuring hostage. According to the report, citing a bankruptcy court filing, the storied gun maker's unsecured creditors said they suspect Colt's private-equity owner Sciens Capital Management LLC also controls the landlord of Colt's headquarters and main manufacturing plant. Colt's unsecured creditors committee is "gravely concerned that Sciens continues to control the landlord" and is using that leverage to try to retain control of the company through its chapter 11 restructuring, the report said, further citing the court filing. About Colt Defense Colt Defense LLC is one of the world's oldest and most iconic designers, developers, and manufacturers of firearms for military, law enforcement, personal defense, and recreational purposes and was founded over 175 years ago by Samuel Colt, who patented the first commercial successful revolving cylinder firearm in 1836 and began supplying U.S. and international military customers with firearms in 1847. Colt is incorporated in Delaware and headquartered in West Hartford, Connecticut. In 1992, Colt Manufacturing Company, then the principal operating subsidiary, filed chapter 11 petitions in the U.S. Bankruptcy Court for the District of Connecticut. An investment by Zilkha & Co. allowed CMC to confirm a chapter 11 plan and emerge from bankruptcy in 1994. Sometime after 1994, majority ownership of the Company transitioned from Zilkha & Co. to Sciens Capital Management. On June 12, 2015, Colt's exchange offer, consent solicitation and solicitation of acceptances of a prepackaged plan of reorganization, dated April 14, 2015, as supplemented, with respect to its $250 million in 8.75% Senior Notes due 2017 expired. The conditions to the exchange offer, the consent solicitation and the prepackaged plan of reorganization were not satisfied, and those conditions were not waived by Colt. Colt's restructuring support agreement with Marblegate Special Opportunities Master Fund, L.P. and Morgan Stanley Senior Funding, Inc., the Company's senior secured term loan lenders, requires it to file for Chapter 11 bankruptcy. Accordingly, Colt Holding Company LLC and nine affiliates, including Colt Defense LLC, on June 14, 2015, filed voluntary petitions (Bankr. D. Del. Lead Case No. 15-11296) for relief under Chapter 11 of the Bankruptcy Code to pursue a sale of the assets as a going concern. Colt Defense estimated $100 million to $500 million in assets and debt. On June 16, 2015, the Court directed the joined administration of the assets. The Debtors tapped Richards, Layton & Finger, P.A., and O'Melveny & Myers LLP, as attorneys, and Kurtzman Carson Consultants LLC as claims and noticing agent. Perella Weinberg Partners L.P. is acting as financial advisor of the Company, and Mackinac Partners LLC is acting as its restructuring advisor. Wilmington Savings Fund Society, FSB, as agent under the $13.33 million Term DIP Loan Agreement, is represented by Pryor Cashman LLP's Eric M. Hellige, Esq.; and Willkie Farr & Gallagher LLP's Leonard Klingbaum, Esq. Cortland Capital Market Services LLC, as agent under the $6.67 million Senior DIP Credit Agreement, is represented by Holland & Knight LLP's Joshua M. Spencer, Esq.; Stroock & Stroock & Lavan LLP's Brett Lawrence, Esq.; and Osler, Hoskin & Harcourt LLP's Richard Borins, Esq., and Tracy Sandler, Esq. The U.S. Trustee for Region 3 appointed five creditors of Colt Defense Inc. and its affiliates to serve on the official committee of unsecured creditors. * * * Colt's equity sponsor, Sciens Capital Management, has agreed to act as a stalking horse bidder in the proposed asset sale. Details of the deal were not provided in Colt's news statement announcing the Chapter 11 filing. Colt, however, said it would be soliciting competing bids and has appointed an independent committee of its board of managers to manage the process and evaluate bids. Colt expects to complete the entire Chapter 11 process in 60-90 days. Sciens Capital is represented by Skadden, Arps, Slate, Meagher & Flom LLP's Anthony W. Clark, Esq., and Jason M. Liberi, Esq. CORINTHIAN COLLEGES: Amends Chapter 11 Liquidation Plan ------------------------------------------------------- Corinthian Colleges, Inc., et al., filed with the U.S. Bankruptcy Court for the District of Delaware a first amended and modified combined disclosure statement and Chapter 11 plan of liquidation. The Combined Plan incorporates a compromise between the Debtors, the Official Committee of Unsecured Creditors, the Student Committee and the Prepetition Secured Parties as to the Distribution of the Debtors' assets already liquidated or to be liquidated over time to the Holders of Allowed Claims in accordance with the terms of the Combined Plan and Disclosure Statement and the priority of claims provisions of the Bankruptcy Code. The Combined Plan provides for the Prepetition Secured Parties to release any liens they may otherwise have upon, and forgo any recoveries from, the Student Refund Reserve, thereby enabling the Debtors to transfer their rights and interest in those funds (in the approximate amount of $4.3 million) to the Student Trust. Bank of America, N.A., in its capacity as administrative agent for the prepetition first lien secured lenders under the Fourth Amended and Restated Credit Agreement, dated May 17, 2012, reserved all rights with respect to the motion to approve the disclosure statement and solicitation procedures, including, without limitation, the right to supplement, augment, alter and/or modify its reservation of rights, the right to seek adjournment of the hearing on the motion, and/or the right to object to confirmation of the Combined Disclosure Statement and Plan on any grounds prior to the confirmation hearing. A full-text copy of the First Amended Plan, dated July 21, 2015, is available at http://bankrupt.com/misc/CCIds0721.pdf The Debtors are represented by Mark D. Collins, Esq., Michael J. Merchant, Esq., Marisa A. Terranova, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. BofA is represented by: Jeremy W. Ryan, Esq. Etta R. Mayers, Esq. POTTER ANDERSON & CORROON LLP 1313 North Market Street, Sixth Floor P.O. Box 951 Wilmington, DE 19899-0951 Tel: (302) 984-6000 Fax: (302) 658-1192 -- and -- Jennifer C. Hagle, Esq. Anna Gumport, Esq. SIDLEY AUSTIN LLP 555 West Fifth Street, Suite 4000 Los Angeles, CA 90013 Tel: (213) 896-6000 Fax: (213) 896-6600 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. CORNERSTONE HOMES: Court Approves LeClairRyan as Trustee's Counsel ------------------------------------------------------------------ Michael H. Arnold, the Chapter 11 trustee of Cornerstone Homes, Inc. sought and obtained permission from the Hon. Paul R. Warren of the U.S. Bankruptcy Court for the Western District of New York to employ LeClairRyan as special counsel for the Trustee. LeClairRyan will provide services to the Trustee in connection with the prosecution of a certain claims arising from the debtor's business dealings with, and related to the claims of Elmira Savings Bank, The Community Preservation Corporation, First Citizens Community Bank, and Lyons National Bank. The Court ordered that compensation for LeClairRyan will be allowed upon application and order of the Court. The Trustee assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. LeClairRyan can be reached at: LECLAIRRYAN 885 Third Avenue Sixteenth Floor New York, NY 10022 Tel: (212) 697-6555 Fax: (212) 986-3509 About Cornerstone Homes Cornerstone Homes Inc. is based in Corning, New York and is engaged in the business of buying, selling and leasing single family homes in the State of New York, with such properties primarily located in the South Central and South Western portions of the State. Cornerstone Homes Inc., filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester alongside a reorganization plan already accepted by 96 percent of unsecured creditors' claims. The Debtor disclosed assets of $18.6 million and liabilities of $36.2 million. Four secured lenders with $21.8 million in claims are to be paid in full under the plan. Unsecured creditors -- chiefly noteholders with $14.5 million in claims -- will have a 7 percent recovery. Judge Paul R. Warren presides over the case. Curtiss Alan Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in Rochester, N.Y., serve as the Debtor's counsel. The Debtor has tapped GAR Associates to appraise a selection of its properties to support the Debtor's liquidation analysis. The Official Committee of Unsecured Creditors is represented by Gregory J. Mascitti, Esq., at LeClairRyan PC. The Committee retained Getzler Henrich & Associates LLC as financial advisor. Cornerstone Homes Inc. delivered to the Bankruptcy Court a First Amended Plan of Reorganization and explanatory Disclosure Statement on Jan. 3, 2014. The Amended Plan supersedes the Plan Cornerstone prepared prior to filing for bankruptcy. The Debtor intends to liquidate properties over a period of time, so as to achieve maximum recovery for the creditors while avoiding a deleterious affect on the housing market. The Plan provides for a distribution of $1 million as an Unsecured Distribution Amount. Owner David Fleet will pledge up to $1 million to fund distributions under the Plan. It also provides for the distribution of the stock in the Reorganized Debtor to holders of Allowed Unsecured Noteholder Claims under Class 5. The Class 5 Claimants are expected to receive 7% plus distribution of stock on the Distribution Date. The Claimants are impaired and entitled to vote on the Plan. No hearing was slated to consider the Amended Plan documents. Instead, the Court accepted the request of the Committee to appoint a Chapter 11 trustee to replace management. The Court approved the appointment of Michael H. Arnold, Esq., as Chapter 11 trustee. He is represented by his law firm, Place and Arnold as his counsel. CORNERSTONE HOMES: Court Okays Barclay Damon as Trustee's Counsel ----------------------------------------------------------------- Michael H. Arnold, the Chapter 11 trustee of Cornerstone Homes, Inc. sought and obtained permission from the Hon. Paul R. Warren of the U.S. Bankruptcy Court for the Western District of New York to employ Barclay Damon LLP as special counsel for the Trustee. The Trustee requires Barclay Damon to provide all necessary legal services in connection with the sale of certain real property, file and respond to any motions, and provide general legal services as required by the Trustee. The maximum hourly rate of Barclay Damon is $310 per hour. In the absence of any complications, for a simple real estate transaction a flat fee of $500 may apply. Barclay Damon will also be reimbursed for reasonable out-of-pocket expenses incurred. The Trustee assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Barclay Damon can be reached at: BARCLAY DAMON LLP 2000 HSBC Plaza 100 Chestnut Street Rochester, NY 14604 Tel: (585) 295-4400 Fax: (585) 295-4401 About Cornerstone Homes Cornerstone Homes Inc. is based in Corning, New York and is engaged in the business of buying, selling and leasing single family homes in the State of New York, with such properties primarily located in the South Central and South Western portions of the State. Cornerstone Homes Inc., filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester alongside a reorganization plan already accepted by 96 percent of unsecured creditors' claims. The Debtor disclosed assets of $18.6 million and liabilities of $36.2 million. Four secured lenders with $21.8 million in claims are to be paid in full under the plan. Unsecured creditors -- chiefly noteholders with $14.5 million in claims -- will have a 7 percent recovery. Judge Paul R. Warren presides over the case. Curtiss Alan Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in Rochester, N.Y., serve as the Debtor's counsel. The Debtor has tapped GAR Associates to appraise a selection of its properties to support the Debtor's liquidation analysis. The Official Committee of Unsecured Creditors is represented by Gregory J. Mascitti, Esq., at LeClairRyan PC. The Committee retained Getzler Henrich & Associates LLC as financial advisor. Cornerstone Homes Inc. delivered to the Bankruptcy Court a First Amended Plan of Reorganization and explanatory Disclosure Statement on Jan. 3, 2014. The Amended Plan supersedes the Plan Cornerstone prepared prior to filing for bankruptcy. The Debtor intends to liquidate properties over a period of time, so as to achieve maximum recovery for the creditors while avoiding a deleterious affect on the housing market. The Plan provides for a distribution of $1 million as an Unsecured Distribution Amount. Owner David Fleet will pledge up to $1 million to fund distributions under the Plan. It also provides for the distribution of the stock in the Reorganized Debtor to holders of Allowed Unsecured Noteholder Claims under Class 5. The Class 5 Claimants are expected to receive 7% plus distribution of stock on the Distribution Date. The Claimants are impaired and entitled to vote on the Plan. No hearing was slated to consider the Amended Plan documents. Instead, the Court accepted the request of the Committee to appoint a Chapter 11 trustee to replace management. The Court approved the appointment of Michael H. Arnold, Esq., as Chapter 11 trustee. He is represented by his law firm, Place and Arnold as his counsel. COUTURE HOTEL: Mansa Capital Balks at Use of Cash Collateral ------------------------------------------------------------ Mansa Capital LLC, secured lender of Couture Hotel Corporation f.k.a. Hugh Black-St Mary Enterprises Inc., objected to the amended motion to determine the extent of cash collateral and to permit payment of professional fees and expenses of counsel for the Debtor. Mansa is the primary secured lender and holds a perfected, first priority security interest in, among other things, the Dallas Hotel and an any personal property of the Debtor, including proceeds and revenues, related to the Dallas and Corpus Hotels. The Debtor has asked the U.S. Bankruptcy Court for the Northern District of Texas to determine that (i) it held $70,071 in its operating accounts pre-petition and (ii) the funds are not the cash collateral of Mansa or any other lender. The Debtor further requests that the Court authorize it to use the funds to pay its professionals' fees. The Debtor's requests should be denied, Mansa Capital told the Hon. Barbara J. Houser. John B. Hauser, financial advisor to Mansa Capital, added none of the financial information provided to Mansa by the Debtor indicates that the Debtor held $70,071 in its operating accounts as of Oct. 7, 2014. An "Account Activity" statement from Wells Fargo, dated Oct. 10, 2014, provided by the Debtor to Mansa, states that the balance in the Debtor's Dallas operating account was $16,512 on Oct. 9, 2014. According to the on-line information for the Debtor's bank accounts, the lowest closing balance in the Debtor's Dallas operating account following the Petition Date was $7,084 on Jan. 6, 2015. At that same time, as of January 6, 2015, the Debtor had already written and issued checks placing current claims on such monies in the amount of $65,627, which checks remained outstanding as of that date. Mr. Hauser added that, when these outstanding checks are netted out against the closing balance on Jan. 6, 2015, the Debtor's operating account was overdrawn in the amount of -$58,542.52 (a negative amount). The lowest closing balance on the Debtor's Corpus Christi account following the Petition Date was 31,122 as of Oct. 10, 2014. Even when this balance is added to the lowest intermediate balance on the Dallas operating account, the total remains a negative number, he pointed out. Mansa Capital is represented by: Charles S. Kelley, Esq. MAYER BROWN LLP 700 Louisiana Street, Suite 3400 Houston, TX 77002-2730 Tel: +1 713 238 2634 Fax: +1 713 238 4634 Email: ckelley@mayerbrown.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. DELIAS INC: Panel Hires Berkeley Research as Substitute Advisor --------------------------------------------------------------- The Official Committee of Unsecured Creditors of dELiA*s, Inc. and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to retain Berkeley Research Group, LLC, as substitute financial advisor to the Committee, nunc pro tunc to June 1, 2015. The Committee requires Berkeley Research to: (a) actively monitor the "going out of business" ("GOB") process to ensure the process proceeds in the most efficient manner to maximize recoveries to unsecured creditors; (b) review offers received for the Debtors' assets, on a GOB basis; (c) develop a monthly monitoring report to enable the Committee to effectively evaluate the Debtors' liquidity and wind- down activities on an ongoing basis; (d) advise and assist the Committee with respect to any debtor- in-possession financing arrangements and use of cash; (e) scrutinize cash disbursements on an on-going basis for the period subsequent to the commencement of these cases; (f) advise and assist the Committee in its analysis and monitoring of the Debtors' and non-Debtor affiliates' historical, current and projected financial affairs, including, schedules of assets and liabilities and statement of financial affairs; (g) prepare certain valuation analyses of the Debtors' and if applicable the non-Debtor affiliates' businesses and assets using various professionally accepted methodologies; (h) evaluate intangible asset portfolio and develop strategies to maximize returns; (i) advise and assist the Committee and counsel in reviewing and evaluating any court motions, applications, or other forms of relief filed or to be filed by the Debtors, or any other parties-in-interest; (j) attend Committee meetings and court hearings as may be required; (k) advise and assist the Committee in identifying and reviewing any preference payments, fraudulent conveyances, and other potential causes of action that the Debtors' estates may hold against insiders and third parties; (l) analyze intercompany and related party transactions; (m) develop strategies to maximize recoveries from the Debtors' assets and advise and assist the Committee with such strategies; (n) review and provide analysis of any bankruptcy plan and disclosure statement relating to the Debtors including, if applicable, the development and analysis of any bankruptcy plans proposed by the Committee; (o) monitor Debtors' claims management process, analyze claims, analyze guarantees, and summarize claims by entity; (p) monitor wind down of both Debtors and non-Debtor entities; (q) render such other general business consulting or assistance as the Committee or its counsel may deem necessary, consistent with the role of a financial advisor; and (r) other potential services, including: render expert testimony, issue expert reports and or litigation and forensic work that has not yet been identified but as may be requested from time to time by the Committee and its counsel. Berkeley Research will be paid at these hourly rates: Ed Ordway $895 David Galfus $870 Rick Wright $595 Joseph Woodmansee $425 James Geraghty $250 Managing Director $350-$1,250 Director $475-$640 Staff $250-$475 Support Staff $125-$325 Berkeley Research will also be reimbursed for reasonable out-of-pocket expenses incurred. As discussed and agreed with the Committee, in the event that Berkeley Research's total cumulative fees divided by actual hours charged (the "Blended Hourly Rate") exceeds $450 per hour, Berkeley Research have agreed to discount their submitted fee applications by the amount the Blended Hourly rate exceeds $450 per hour multiplied by the actual hours charged. The discount represents approximately a 15% discount off of their standard hourly rates. Edwin N. Ordway, Jr., managing director of Berkeley Research, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Berkeley Research can be reached at: Edwin N. Ordway, Jr. BERKELEY RESEARCH GROUP, LLC 104 West 40th Street, 16th Floor New York, NY 10018 Tel: (212) 782-1400 Fax: (212) 782-1479 About DELIA*S INC. Launched in 1993, dELiA*s Inc., is a retailer which sells apparel, accessories, footwear, and cosmetics marketed primarily to teenage girls and young women. The dELiA*s brand products are sold through the Company's mall-based retail stores, direct mail catalogs and e-commerce Web sites. On Dec. 7, 2014, dELiA*s and eight of its subsidiaries each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y.). The Debtors have requested that their cases be jointly administered under Case No. 14-23678. As of the bankruptcy filing, dELiA*s owns and operates 92 stores in 29 states. The Debtors have tapped Piper LLP (US) as counsel, Clear Thinking Group LLC, as restructuring advisor, Janney Montgomery Scott LLC, as investment banker, and Prime Clerk LLC as claims agent. As of the Petition Date, the Debtors had $47.0 million in total assets and $50.5 million in liabilities. The Debtors have sought court approval of a deal for Gordon Brothers Retail Partners, LLC and Hilco Merchant Resources, LLC, to launch going-out-of-business sales. DOLE FOOD: Moody's Hikes Corporate Family Rating to B2 ------------------------------------------------------ Moody's Investors Service upgraded the Corporate Family Rating (CFR) of Dole Food Company, Inc. (Dole) to B2 from B3. Moody's also upgraded the Probability of Default Rating to B2-PD from B3-PD, the senior secured term loan rating to B1 (LGD 3) from B2 (LGD 3), and the senior secured note rating to B3 (LGD 5) from Caa1 (LGD 5). The Speculative Grade Liquidity Rating was affirmed at SGL-3. The outlook is stable. RATING RATIONALE The upgrade of Dole's CFR reflects the reduction in adjusted debt due to changes in Moody's approach for capitalizing operating leases as well as higher operating efficiencies, both leading to stronger financial metrics. 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. Higher operating efficiencies are the result of earnings improvement driven by reduced headcount and reinvestment in the business. The company intends to continue upgrading farm equipment and farming practices over time at the farms it purchased in 2014 and 2015. These upgrades will increase operating efficiency at these farms and improve their earnings. In addition, Dole has three new ships on order with delivery scheduled for the fourth quarter of 2015, the first quarter of 2016 and the second quarter of 2016. These new ships are larger and more efficient than the existing West Coast ships. Debt to EBITDA is down significantly to 4.5 times at March 28, 2015 from 7.4 times at December 28, 2013 primarily due to Moody's changed approach for capitalizing operating leases and earnings improvement and Moody's expects further leverage improvement as operating efficiencies are realized over the next 12 to 18 months. Dole's B2 Corporate Family Rating reflects moderately high financial leverage, low margins, earnings and cash flow volatility inherent in the company's commodity oriented business, and adequate liquidity. These factors are partially offset by the company's sophisticated production and logistics infrastructure that provides it a competitive advantage, its good market position as one of a few large fresh fruit and fresh vegetable producers in the U.S. and Europe, and its decent scale and operational diversity. The stable outlook reflects our expectation that liquidity will remain adequate and leverage will decline through improved earnings from increased vertical integration and farm upgrade initiatives. The ratings could be downgraded if debt to EBITDA is sustained above 5.5 times, if operating performance deteriorates or if there is a weakening in liquidity. Ratings could also be downgraded if there is a significant adverse outcome in the existing shareholder litigation. The ratings could be upgraded if the company sustains debt to EBITDA below 4.0 times, maintains cash flow to net debt in the mid to high-teens, improves its operating margins, successfully resolves the shareholder litigation, and improves its liquidity profile. Moody's has taken the following rating actions: -- Corporate Family Rating upgrade to B2 from B3; -- Probability of Default Rating upgraded to B2-PD from B3-PD; -- Senior Secured Term Loan Rating upgraded to B1 (LGD 3) from B2 (LGD 3); -- Senior Secured Note Rating upgraded to B3 (LGD 5) from Caa1 (LGD 5); -- Speculative Grade Liquidity Rating affirmed at SGL-3. The outlook is stable Dole Food Company, Inc. (Dole) is a leading producer of fresh fruit and fresh vegetables. Revenues were $4.8 billion for the 12 months ending March 28, 2015. Dole is a private company owned by its Chairman and CEO David Murdock. DUNE ENERGY: Court Approves Asset Sales to Trimont & White Marlin ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Texas, Austin Division, has approved separate sales of the assets of Dune Energy, Inc., pursuant to sale agreements with Trimont Energy (NOW), LLC and with White Marlin Oil and Gas Company, LLC. Trimont and White Marlin were declared the successful bidders with respect to two different asset packages. On April 8, 2015, a bidding procedures order was entered by the Bankruptcy Court establishing procedures for the sale of substantially all of the assets of the Debtors, pursuant to which, among other things, qualified bidders would submit qualifying bids by June 5, 2015. Following entry of the Bidding Procedures Order, the Debtors determined to extend the bid deadline until June 19. On June 30, 2015, the Debtors conducted the Auction contemplated by the Bidding Procedures Order. At the conclusion of the Auction, Trimont and White Marlin Oil were declared the successful bidders with respect to two different asset packages in accordance with the Bidding Procedures Order for the Auction. Trimont was declared the backup successful bidder in the event the sale to White Marlin fails to close. Pursuant to the Purchase and Sale Agreement dated as of June 30, 2015, as amended, with Trimont, it agreed to purchase the Garden Island Bay field and the Bateman Lake field from the Debtors for $1, the assumption of real estate tax liabilities and the assumption of all related plugging and abandonment liabilities. Trimont also agreed to assume certain of the Debtors' executory contracts and pay costs necessary to cure defaults under such contracts. Pursuant to the Purchase and Sale Agreement dated as of June 24, 2015, as amended, with White Marlin, it agreed to purchase Abbeville North, Bayou Couba, Chocolate Bayou, Comite, Lake Bouef SW, Leeville, Los Mogotes, Malo Domingo, Manchester SW, Manchester W, and Toro Grande Fields from the Debtors for $19 million and the assumption of plugging and abandonment liabilities as set forth in the White Marlin PSA. White Marlin also agreed to assume certain of the Debtors' executory contracts and pay costs necessary to cure defaults under such contracts. The Trimont PSA and the White Marlin PSA contain customary representations and warranties as well as various covenants. The closing of the transactions contemplated by the Trimont PSA and the White Marlin PSA are subject to various conditions precedent as specified in each agreement, including the entry of orders of the Bankruptcy Court approving each agreement. On July 10, 2015, the Bankruptcy Court entered orders approving the sales on the terms set forth in the Trimont PSA and the White Marlin PSA. Following the Bankruptcy Court's approval of the Trimont PSA and the White Marlin PSA, on July 15, 2015, the Debtors entered into the Trimont PSA and the White Marlin PSA. Based on the Company's debt and other obligations, the Company does not expect to be able to distribute any proceeds as a result of the Chapter 11 Cases to the Company's stockholders and therefore believes that the shares of its common stock are worthless. Trimont is represented by: BAKERHOSTETLER LLP Attn: Thomas Wearsch, Esq. 3200 PNC Center 1900 E. Ninth St. Cleveland, OH 44114 Tel: 216-861-7303 E-mail: mbooher@bakerlaw.com White Marlin is represented by: John K. Howie PARALLEL RESOURCE PARTNERS, LLC 919 Milam Street, Suite 550 Houston, TX 77002 Telephone: (713) 238 9516 Facsimile: (713) 238-9501 - and - Louis J. Davis, Esq. BAKER & MCKENZIE LLP 700 Louisiana, Suite 3000 Houston, TX 77002 Telephone: (713) 427-5031 Facsimile: (713) 427-4099 A copy of the Purchase and Sale Agreement, dated as of June 30, 2015, between Dune Energy, Inc., Dune Operating Company and Dune Properties, Inc. and Trimont Energy (NOW), LLC, as amended, is available at http://is.gd/e57Dbv A copy of the Purchase and Sale Agreement, dated as of June 24, 2015, between Dune Energy, Inc., Dune Operating Company and Dune Properties, Inc. and White Marlin Oil and Gas Company, LLC, as amended, is available at http://is.gd/iEOuXV A copy of the Bankruptcy Court Sale Order Approving the Trimont Purchase and Sale Agreement, entered July 10, 2015, is available at http://is.gd/QeNTtT A copy of the Bankruptcy Court Sale Order Approving the White Marlin Purchase and Sale Agreement, entered July 10, 2015, is available at http://is.gd/mHZpo1 About Dune Energy Dune Energy, Inc. (NYSE AMEX: DNE), is an independent energy company based in Houston, Texas. Since May 2004, the Company has been engaged in the exploration, development, acquisition and exploitation of natural gas and crude oil properties, with interests along the Louisiana/Texas Gulf Coast. The Company's properties cover over 90,000 gross acres across 27 producing oil and natural gas fields. Affiliates Dune Energy, Inc. (Bankr. W.D. Tex. Case No. 15-10336), Dune Operating Company (Bankr. W.D. Tex. Case No. 15-10337), and Dune Properties, Inc. (Bankr. W.D. Tex. Case No. 15-10338) filed separate Chapter 11 bankruptcy petitions on March 8, 2015. The petitions were signed by James A. Watt, president and chief executive officer. Judge Christopher H. Mott presides over the case. Charles A. Beckham, Jr., Esq., Kourtney P. Lyda, Esq., and Kelli M. Stephenson, Esq., at Haynes And Boone, LLP, serve as the Debtors' bankruptcy counsel. Deloitte Transactions And Business Analytics LLP is the Debtors' restructuring advisors. Parkman Whaling LLC is the Debtors' sale professionals. The Debtors listed $229 million in total assets and $144 million in total debts as of Sept. 30, 2014. In their schedules, Dune Energy Inc., et al., disclosed $263,337,172 in assets and $107,981,306 in liabilities. The U.S. trustee overseeing the Chapter 11 case of Dune Energy appointed three creditors to serve on the official committee of unsecured creditors. ESCO MARINE: Court Approves Duff & Phelps as Financial Advisors --------------------------------------------------------------- ESCO Marine, Inc. and its debtor-affiliates sought and obtained permission from the U.S. Bankruptcy Court for the Southern District of Texas to employ Duff & Phelps Canada Restructuring, Inc. as financial advisors, nunc pro tunc to the March 7, 2015 petition date. The Debtor require Duff & Phelps to: (a) assist in the financial management of the Debtor, including assisting the Debtor in general accounting, financial reporting and cash management; (b) assist the Debtor in its dealings with Callidus, including working with the Debtor to submit funding requests and other reports to Callidus; (c) assist the Debtor to prepare financial projections and other financial analyses that will be required during those proceedings, including those requested by Callidus; (d) review the Debtor's receipts and disbursements and reporting to Callidus thereon; (e) assist the Debtor to formulate a strategic plan (including any sale or realization process in the Chapter 11 Proceedings), including assisting in the evaluation and implementation thereof; and (f) review, comment on, and assist in the preparation of materials filed and to be filed with the Bankruptcy Court in the Chapter 11 Proceedings. Duff & Phelps will be paid at these hourly rates: Robert Kofman, Managing Director $575 David Sieradzki, Managing Director $500 Noah Goldstein, Vice President $325 Adam Zeldin, Analyst $275 Duff & Phelps will also be reimbursed for reasonable out-of-pocket expenses incurred. David Sieradzki, managing director of Duff & Phelps, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Duff & Phelps can be reached at: David Sieradzki DUFF & PHELPS CANADA RESTRUCTURING, INC. 333 Bay Street, 14th Floor Toronto, ON M5H 2R2 Tel: (416) 932-6030 E-mail: david.sieradzki@duffandphelps.com. About ESCO Marine ESCO Marine, Inc., and four affiliates sought Chapter 11 Bankruptcy protection in Corpus Christi, Texas (Bankr. S.D. Tex.) on March 7, 2015. ESCO Marine disclosed $28.8 million in assets and $35.5 million in debt as of Jan. 31, 2015. The cases are assigned to Judge Richard S. Schmidt. The Debtors filed an emergency motion seeking joint administration of their Chapter 11 cases, requesting to designate as the "main case" the proceedings of ESCO Marine, Inc., Case No. 15-20107. ESCO Metals, LLC, ESCO Shredding, LLC, Texas Best Recycling, LLC, and Texas Best Equipment LLC are affiliates of ESCO Marine. ESCO Marine is the operating parent company. The Debtors have tapped Roderick Glen Ayers, Jr., Esq., at Langley Banack Inc., in San Antonio, as counsel. FAMILY CHRISTIAN: Lease Decision Date Extended to Sept. 9 --------------------------------------------------------- Judge John T. Gregg of the U.S. Bankruptcy Court for the Western District of Michigan extended the deadline by which Family Christian, LLC, and its affiliated debtors must assume or reject nonresidential leases up to September 9, 2015. Family Christian, LLC is represented by: A. Todd Almassian, Esq. Greg J. Ekdahl, Esq. KELLER & ALMASSIAN, PLC 230 East Fulton Street Grand Rapids, MI 49503 Telephone: (616)364-2100 Email: talmassian@kalawgr.com gekdahl@kalawgr.com -- and -- Erich N. Durlacher, Esq. Brad Baldwin, Esq. BURR FORMAN LLP 171 17th St., NW, Suite 1100 Atlanta, GA 30363 Telephone: (404)815-3000 Email: edurlacher@burr.com bbaldwin@burr.com About Family Christian Family Christian Holding, LLC, is the sole owner and member of Family Christian, LLC, which operates and runs Family Christian stores, one of the largest retail sellers of Christian books, music, DVDs, church supplies, and other faith based merchandise. Family Christian, LLC, Family Christian Holding, LLC, and FCS Giftco, LLC, filed Chapter 11 bankruptcy petitions (Bankr. W.D. Mich. Lead Case No. 15-00643) on Feb. 11, 2015. The petition was signed by Chuck Bengochea as president and CEO. The Debtors estimated assets and liabilities of $50 million to $100 million. The Debtors are being represented by Todd Almassian, Esq., at Keller & Almassian PLC, and Erich Durlacher, Esq., Brad Baldwin, Esq., Bryan Glover, Esq., at Burr & Forman LLP as counsel. The U.S. Trustee for Region 9 appointed seven creditors of Family Christian LLC to serve on the official committee of unsecured creditors. FINJAN HOLDINGS: Files Second Lawsuit Against Blue Coat ------------------------------------------------------- Finjan Holdings, Inc., announced that its subsidiary, Finjan, Inc. has filed a second patent infringement lawsuit against Blue Coat Systems, Inc., alleging infringement of seven Finjan patents relating to new infringing Blue Coat products and services. The Complaint (5:15-cv-03295, Docket No. 1), filed July 15, 2015, in the U.S. District Court for the Northern District of California, alleges that Blue Coat's new products and services infringe seven Finjan patents. In particular, Finjan is asserting infringement of U.S. Patent Nos. 6,154,844; 6,965,968; 7,418,731; 8,079,086; 8,225,408; 8,566,580; 8,677,494; four of which are being asserted against Blue Coat for the first time. Finjan is seeking a jury trial; entry of judgment of direct and indirect infringement of certain claims of each of the asserted patents by Blue Coat; preliminary and permanent injunction against Blue Coat and its officers, among others, from infringing the asserted patents; and damages to be determined by a jury. "We remain committed to protecting the value of Finjan's patented technologies for our shareholders and existing licensees to our growing portfolio," stated Phil Hartstein, Finjan's president and CEO. "Blue Coat continues to launch new products and services, and more recently has had an ownership change representing a potential catalyst to accelerate their use of the technology. This most recent filing is intended to preserve our case as we pursue fair value in a license with Blue Coat." This original case against Blue Coat (CAND-13-cv-03999-BLF) will be proceeding to trial on July 20, 2015, with all six patents included in Finjan's first complaint against Blue Coat. Those patents include 6,804,780; 6,154,844; 7,418,731; 6,965,968; 7,058,822 and 7,647,633. The trial in the first case is expected to last for two weeks. Finjan has filed patent infringement lawsuits against FireEye, Proofpoint, Sophos, Symantec, and Palo Alto Networks relating to, collectively, more than 20 patents in the Finjan portfolio. About Finjan Finjan, formerly known as Converted Organics, is a leading online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. Finjan reported a net loss of $10.47 million in 2014 following a net loss of $6.07 million in 2013. As of March 31, 2015, the Company had $16.5 million in total assets, $2.19 million in total liabilities, and $14.3 million in total stockholders' equity. FIRST DATA: Fitch Says IPO Filing a Positive Credit Development --------------------------------------------------------------- Fitch Ratings believes First Data Corporation's (FDC) execution of a successful initial public offering (IPO) would be a positive development for FDC's credit profile. FDC recently filed a preliminary prospectus regarding an IPO of its common stock, and indicated that the proceeds from the IPO will be used to pay down debt. At March 31, 2015, the company had $21 billion in total debt outstanding. Fitch's Issuer Default Rating (IDR) for FDC is 'B' with a Stable Outlook. FDC did not disclose the expected proceeds from the IPO but used the standard $100 million placeholder to calculate registration fees for the filing. FDC's reduction in leverage following the debt repayment could lead to a positive rating action, once the debt reduction is completed. Fitch would consider an upgrade if the debt reduction following the offering reduces total gross leverage to 6.0x or below. Fitch's current 'B' IDR reflects FDC's highly leveraged capital structure. As of March 31, 2015, total and secured leverage were 8.2x and 5.8x, respectively. Fitch notes that leverage has materially declined from 10.6x in 2010 as a result of debt reduction and EBITDA growth. Debt reduction was driven largely by $3.5 billion in equity private placement at First Data Holdings, Inc. (FDC's direct parent; HoldCo) in July 2014, of which $2.2 billion was used to pay down debt at FDC (excluding $214 million in call premiums). RATING SENSITIVITIES Positive Trigger: An explicit commitment by management to maintain leverage at or below 6x (gross leverage) could merit an upgrade consideration. Future developments that may lead to positive rating action include a greater visibility and confidence in the potential for the company to access the public equity markets with proceeds used to reduce debt outstanding. Negative Trigger: The ratings could be downgraded if First Data were to experience erosion in its market share or if price compression accelerates due to new competitive threats leading to sustained EBITDA margins at approximately 20% or below with negative free cash flow generation. Fitch currently rates FDC as follows: -- Senior secured revolving credit facility and term loans 'BB/RR1'; -- Senior secured notes 'BB/RR1'. -- Junior secured notes 'CCC+/RR6'; -- Senior unsecured notes 'CCC+/RR6'; -- Senior subordinated notes 'CCC/RR6'. The Rating Outlook is Stable. FJK PROPERTIES: Seeks Reconsideration of Ch. 11 Dismissal Order --------------------------------------------------------------- FJK Properties, Inc., asks the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, to reconsider its order dismissing the Chapter 11 case due to the Debtor's failure to file certain required documents. Robert C. Furr, Esq., at Furr and Cohen, P.A., in Boca Raton, Florida, tells the Court that the Debtor has acted in good faith and that its failure to file schedules of assets and liabilities timely is a result of the unusual circumstances surrounding Mr. Frederick J. Keitel, III, Esq.'s admissibility to practice before the Court. Mr. Keitel is an attorney licensed to practice in the State of Florida. Mr. Keitel believed that he was admitted to practice before the United States District Court for the Southern District of Florida and the United States Bankruptcy Court for the Southern District of Florida. Mr. Furr tells the Court that the Debtor's Schedules were completed and submitted for filing, but were rejected because Mr. Keitel could not in good faith sign the documents stating that he was admitted to practice before the Court. He further tells the Court that the Debtor has complied with all other requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Local Rules of the United States Bankruptcy Court for the Southern District of Florida. He says that should the Court approve the Motion, the Debtor requests an extension 15 days from the entry of an order approving the Motion, to file its schedules. Mr. Furr adds that in the alternative, to the extent that the Court does not find that a reconsideration of the Dismissal Order is warranted, the Debtor requests that the Court shorten the 180-day prejudice period to the time when an order granting the Motion is entered. Creditors PJC Holdings, LLC, and PJC Funding, LLC, opposed the Debtor's Motion to Reconsider, saying the Debtor attempts to distance itself from the actions of its sole officer and owner by arguing that its failure to file its schedules was the fault of its "previous counsel," Mr. Keitel. PJC tells the Court that the Debtor neglects to inform that its sole officer and owner and its attorney were one and the same person, and that Mr. Keitel is also a party to some of the subject loan documents and a guarantor of the loans. FJK Properties, Inc., is represented by: Robert C. Furr, Esq. FURR AND COHEN, P.A. 2255 Glades Road, Suite 337W Boca Raton, FL 33431 Telephone: (561)395-0500 Facsimile: (561)338-7532 Email: rfurr@furrcohen.com PJC Holdings, LLC and PJC Funding, LLC are represented by: Leslie C. Adams, Esq. HAILE, SHAW & PFAFFENBERGER, P.A. 660 U.S. Highway One, Third Floor North Palm Beach, FL 33408 Telephone: (561)627-8100 Facsimile: (561)622-7603 Email: ladams@haileshaw.com About FJK Properties FJK Properties Inc. filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 15-19494) on May 26, 2015. The Debtor estimated assets of $10 millin to $50 million and debts of $1 million to $10 million. Frederick J. Keitel, Esq., serves as the Debtor's counsel. Hon. Paul G. Hyman, Jr., is assigned to the case. GAMING & LEISURE: Moody's Affirms 'Ba1' Corporate Family Rating --------------------------------------------------------------- Moody's Investors Service has affirmed the ratings of Gaming & Leisure Properties, Inc. (corporate family rating at Ba1) and its subsidiary, GLP Capital, LP (senior debt at Ba1). The outlook remains stable. Today's ratings affirmation follows the REIT's announced agreement to acquire the real estate assets of Pinnacle Entertainment for about $5 billion. The following ratings were affirmed with a stable outlook: Gaming & Leisure Properties, Inc. -- corporate family rating at Ba1 GLP Capital, L.P. -- senior unsecured debt at Ba1 RATINGS RATIONALE Moody's ratings affirmation and stable outlook reflects our expectation that GLPI will retain strong credit metrics pro forma for this transaction. The REIT expects to finance the acquisition of Pinnacle's real estate via a combination of common stock to existing Pinnacle shareholders (fixed exchange ratio of 0.85 GLPI shares for each Pinnacle share), follow-on common equity (~$1 billion) and incremental debt (~$2 billion). Pro forma, GLPI expects to maintain leverage around 5.5x net debt/EBITDA, which is adequate for its existing rating category. Moody's notes credit strengths associated with this transaction, as GLPI will be increasing its size and scale, as well as diversifying its tenant base. The REIT's asset base will increase to 35 properties from 21 properties and it will be enhancing its geographic diversification by expanding into two new states. GLPI's largest tenant, Penn National Gaming, Inc., will decrease from 97% to 52% of its rental revenues. Tenant concentration remains a key credit challenge for GLPI, but it is making progress in achieving its growth and diversification goals. Moody's also notes that the REIT's triple-net master lease agreements with Penn and Pinnacle offer stable cash flows with adequate lease coverage. Pinnacle's initial rent payment is being set at a level that allows property-level EBITDAR coverage of 1.9x. Offsetting these benefits, Moody's notes that GLPI is assuming market risk as it will need to execute a large common equity offering in order to maintain its stated leverage targets. Moody's also notes that the REIT retains very large tenant concentrations in a volatile industry that is experiencing challenging operating fundamentals, despite recent signs of improvement. Given the specialized nature of gaming real estate, Moody's views this as a specialized asset type with limited alternative uses in a stress scenario. Moody's stable outlook reflects our expectation that the REIT will issue substantial common equity in conjunction with financing the Pinnacle transaction so as to maintain Net Debt/EBITDA around 5.5x. We also expect the REIT to maintain adequate liquidity, proactively accessing the long-term debt portion of the expected financing mix. Moody's stated that an upgrade is unlikely over the intermediate term as GLPI works to close and integrate a large acquisition for which it needs to access substantial amounts of external debt and equity capital. Longer term, an upgrade would likely reflect increased tenant diversification with the largest tenant comprising closer to 20% of total rents. The REIT would also need to demonstrate stable operating performance, with ample rent coverage for each of its largest tenants. Maintenance of modest leverage, with Net Debt/EBITDA around 5x and fixed charge coverage above 3.5x would also be needed for an upgrade. Negative rating pressure would result should leverage rise with Net Debt/EBITDA above 6x on a sustained basis. Fixed charge coverage below 3.0x or deterioration in tenant credit quality would also result in a ratings downgrade, as would any liquidity challenges associated with closing the Pinnacle transaction. Moody's last rating action for Gaming & Leisure Properties, Inc. was on October 4, 2013, when the ratings were assigned with a stable outlook. GLPI (NASDAQ: GLPI) is engaged in the business of acquiring, financing, and owning real estate property to be leased to gaming operators in "triple net" lease arrangements, pursuant to which the tenant is responsible for all facility maintenance, insurance required in connection with the leased properties and the business conducted on the leased properties, taxes levied on or with respect to the leased properties and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. GOLDEN COUNTY: $281,000 in Claims Switched Hands in July 2015 ------------------------------------------------------------- In the Chapter 11 cases of Golden County Foods and its affiliates GCF Franchisee, Inc., and GCF Holdings II, Inc., 13 claims switched hands between July 9 and 15, 2015: Transferee Transferor Claim Amount ---------- ---------- ------------ Argo Partners Allied Marketing $72,414.25 Argo Partners Automated Sonix Corp $6,170.32 Argo Partners BC Adhesives $24,187.60 Argo Partners Belson Co. $5,843.26 Argo Partners Koss Industrial, Inc. $7,833.95 Argo Partners Orbis $21,957.13 Argo Partners Qvest LLC $121,417.00 Argo Partners Service First Staffin $7,692.00 Argo Partners Transmotion LLC $3,763.77 Argo Partners UltraSource LLC $3,824.60 Liquidity Solutions, Inc. Hach Company $3,111.18 Liquidity Solutions, Inc. Ideal Stainless $1,415.59 Systems Inc. Liquidity Solutions, Inc. RefrigiWear, Inc. $1,578.94 About Golden County Foods Golden County and its affiliates GCF Franchisee, Inc., and GCF Holdings II, Inc., filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11062 to 15-11064) on May 15, 2015. Mark D. Collins, Esq., and Tyler D. Semmelman, Esq., at Richards, Layton & Finger, P.A., represent the Debtor in their restructuring effort. The Debtors also hired Neligan Foley LLP as local counsel. The Debtors estimated assets and debts at $10 million to $50 million. The U.S. Trustee for Region 3 appointed seven creditors to serve on the Official Committee of Unsecured Creditors. GOLDEN COUNTY: Wants to Change Name & Caption; Hearing on Aug. 24 ----------------------------------------------------------------- Golden County and its affiliates GCF Franchisee, Inc., and GCF Holdings II, Inc., seek entry of a court order approving (a) these name changes: (i) Golden County Foods, Inc., to Plover Appetizer Co.; (ii) GCF Franchisee, Inc., to Plover Appetizer Franchisee Co.; and (iii) GCF Holdings II, Inc., to Plover Appetizer Holding Co.; and (b) authorizing the Debtors to amend the caption of the cases to Plover Appetizer Co., fka Golden County Foods, Inc., et al. The U.S. Bankruptcy Court for the District of Delaware will hold a hearing on Aug. 24, 2015, at 11:00 a.m. to consider the Debtors' request. Objections to the motion must be filed by July 31, 2015, at 4:00 p.m. Old Debtor Name New Debtor Name Case Number --------------- --------------- ----------- Golden County Foods, Plover Appetizer Co. 15-11062 Inc. GCF Franchisee, Inc. Plover Appetizer 15-11063 Franchisee Co. GCF Holdings II, Plover Appetizer 15-11064 Inc. Holding Co. The asset purchase agreement requires the Debtors to cease using the name "Golden County" and any derivations thereof. On June 11, 2015, the Debtors filed the Debtors' motion for entry of an order approving the sale of substantially all of the assets of Golden County Foods, Inc., with the Court. On July 2, 2015, the Court approved the sale and the stalking horse agreement. The Court authorized the Debtors to enter into that certain amended and restated asset purchase agreement, dated as of July 2, 2015, made by and between Monogram Appetizers, LLC, and Golden County Foods, Inc. Pursuant to the asset purchase agreement, the purchaser has purchased "the sole right to use the name 'Golden County' or similar names or any service marks, trademarks, trade names, identifying symbols, logos, emblems or signs containing or comprising the foregoing, . . . ." On July 15, 2015, the Debtors and the purchaser closed the transaction contemplated by the asset purchase agreement. Additionally, the Debtors request that the Court authorize the Clerk of the U.S. Bankruptcy Court for the District of Delaware and other parties in interest to take whatever actions that are necessary to update the ECF filing system and their respective records to reflect the name changes, including the insertion of the docket entry in case numbers 15-11062, 15-11063, and 15-11064. About Golden County Foods Golden County and its affiliates GCF Franchisee, Inc., and GCF Holdings II, Inc., filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11062 to 15-11064) on May 15, 2015. Mark D. Collins, Esq., and Tyler D. Semmelman, Esq., at Richards, Layton & Finger, P.A., represent the Debtor in their restructuring effort. The Debtors also hired Neligan Foley LLP as local counsel. The Debtors estimated assets and debts at $10 million to $50 million. The U.S. Trustee for Region 3 appointed seven creditors to serve on the Official Committee of Unsecured Creditors. GOODYEAR TIRE: S&P Assigns 'BB' Corp. Credit Rating --------------------------------------------------- Standard & Poor's Ratings Services said that it has lowered its issue-level rating on Goodyear Dunlop Tires Europe B.V.'s (GDTE's) EUR250 million senior unsecured notes to 'BB' from 'BB+' and revised its recovery rating on the notes to '3' from '2'. The '3' recovery rating indicates S&P's expectation of meaningful recovery (50%-70%; upper half of the range) in the event of a default. All of S&P's other issue-level and recovery ratings on The Goodyear Tire & Rubber Co. remain unchanged. S&P's recovery ratings on unsecured debt issued by corporate entities that S&P rates 'BB-' or higher are generally capped at '3' to account for the risk that their recovery prospects are at a greater risk of being impaired by the issuance of additional priority or pari passu debt prior to default. S&P had previously not applied this cap to the EUR250 million senior unsecured notes given its valuation of GDTE, the amount of value available to the unsecured notes, and the entity's status as a joint venture which, in S&P's opinion, provided a measure of ring-fencing with regard to debt incurrence (as evidenced by the fact that the equity was not pledged), thereby affording a '2' recovery rating to the notes. While S&P's valuation of GDTE has not declined, the company's June announcement that its joint-venture agreement with Sumitomo Rubber Industries Ltd. would end (making GDTE a wholly owned subsidiary of The Goodyear Tire & Rubber Co. when the dissolution is effective) and its decision to upsize GDTE's senior secured revolving credit facility effective May 2015 (increased from EUR400 million to EUR550 million), therefore reducing the value available to the senior unsecured notes in the event of a simulated default, have led S&P to apply the cap. GDTE's EUR250 million senior unsecured notes are guaranteed by Goodyear and its subsidiaries that guarantee Goodyear's notes. The guarantee lapses if the Goodyear notes are rated investment grade. S&P views these notes as structurally senior to the U.S. senior unsecured notes since they benefit from the aforementioned guarantees. RATINGS LIST The Goodyear Tire & Rubber Co. Corporate Credit Rating BB/Stable/-- Rating Lowered; Recovery Rating Revised To From Goodyear Dunlop Tires Europe B.V. EUR250 Mil. Senior Unsecured Notes BB BB+ Recovery Rating 3H 2H HDGM ADVISORY: Court Grants Harold Garrison's Bid for Stay Relief ----------------------------------------------------------------- The Hon. James M. Carr of the U.S. Bankruptcy Court for the Southern District of Indiana entered an order granting Harold D. Garrison's motion for relief from automatic stay imposed in the Chapter 11 cases of HDGM Advisory Services, LLC, and HDG Mansur Investment Services, Inc., to permit defense costs to be advanced to, or paid on behalf of, Mr. Garrison under the policies. The automatic stay imposed is lifted to (i) permit Mr. Garrison, Brian Reeves and Thomas Kmiecik to request that the Federal Insurance Company make, and (ii) permit Federal to make, payments under the policies for defense costs in connection with claims to and for the benefit of the individuals. The court order will not apply to, and no stay relief is being granted in respect of, (i) alleged defense costs incurred prior to June 29, 2015, and (ii) alleged defense costs not incurred in (a) the pending non-dischargeability lawsuits, (b) the pending regulatory investigations, or (c) any additional matters that may arise following June 29, 2015. Federal issued the Asset Management Protector Policy No. 8221-4869 to the HSBC Amanah Global Properties Income Fund (the HSBC Policy), which covers claims made during the period Aug. 1, 2012, to Aug. 1, 2013, and has a maximum aggregate coverage limit of $5 million. The Funds, the Debtors, and Mr. Garrison are insureds under the HSBC Policy. Federal issued the Asset Management Protector Policy No. 8224-1480 (the HDG Policy) to HDG Mansur Capital Group LLC, which covers claims made during the period from July 26, 2011, to July 26, 2012, and has a maximum aggregate coverage limit of $5 million. The Debtors and Mr. Garrison allege that they are insureds under the HDG Policy. The policies cover only certain wrongful acts committed in connection with the operation of the GPIF-I Equity Co., LTD., and GPIF-I Finance Co., LTD. (the Funds). They cannot be deemed to cover, for example, any counterclaims of Mr. Garrison or anyone else against the Funds. To date, Federal has paid Debtors and Mr. Garrison a total of approximately $2.88 million from the HSBC Policy, and a total of approximately $887,000 from the HDG Policy, for these alleged defense costs. While the Funds have objected to the status of these defense costs, no determination of the validity of these defense costs has been made by any court, and Federal has itself alleged that these defense costs were not paid from the correct policies. On June 19, 2015, the motion met objections from: (i) the Debtors and examiner John R. Humphrey; (ii) the Funds; and (iii) plaintiffs KFH Capital Investment Company, K.S.C.C., Kuwait Finance House Real Estate Company, K.S.C.C., Finzels Reach Limited, and Bristol Holdings Company Limited. The Debtors and the Examiner filed an objection, on a limited basis, only to the extent that any order lifting the stay could constitute a determination of the allocation of the defense costs advanced between the policies and the applicable limits under those policies. The Debtors and Examiner had no objection to the lifting of the stay so long as there would be no determination concerning the allocation of costs. The Debtors and Examiner said they are currently pursuing resolution of the insurance coverage issues and proceeds as part of a more global resolution of the bankruptcy cases. The Debtors and Examiner requested that any order granting Mr. Garrison's motion provide that the order has no bearing on the allocation of costs between the HSBC Policy and HDG Policy, and that the Court grant all further relief as is just and appropriate. The Funds filed an omnibus opposition to the motion, saying that most of the issues raised in the motion have been previously heard, and as a result stay relief has been denied, by the Court. In July 2014, Federal filed a motion seeking stay relief in the HDGM case, seeking to continue to pay what it labels "defense costs" allegedly incurred by covered parties under two insurance policies issued by Federal. Following the Funds' and the Debtors' objections, the Court denied the Federal motion through an order entered in November 2014. Because the Federal motion failed for a number of threshold reasons, the Court was not required to rule as to whether Federal had established "cause" for relief from stay. According to the Funds, Mr. Garrison, failed to establish "cause" for stay relief to release proceeds of the policies. Mr. Garrison argued that (a) he may be incurring unidentified defense costs in connection with an undefined SEC investigation, and in connection with the non-dischargeability complaint filed recently by the Funds; (b) his defense costs are allegedly covered by the policies despite all the evidentiary questions never answered in the Federal motion, and Mr. Garrison has priority to receive his alleged defense costs under the policies before the Funds (or any of Mr. Garrison's other victims) receive any payments under the policies for the losses they suffered as a result of Mr. Garrison's misconduct; and (c) despite the millions of dollars of losses suffered by Mr. Garrison's victims, there will be no harm to the bankruptcy estates of the HDG Debtors or Mr. Garrison if Mr. Garrison continues to deplete the remaining policies to pay his legal fees and expenses. The Funds claimed that Mr. Garrison's argument is flawed in two fundamental and independently fatal respects: (1) there is no evidence that any legal fees and expenses sought to be paid from the Policies are valid defense costs payable under the policies; and (2) even if the legal fees and expenses sought to be paid are proven to be valid defense costs payable under the policies, Mr. Garrison has not shown cause to grant stay relief to pay the defense costs. KFH claimed that Mr. Garrison is taking an argument tailored to his litigation with GPIF and, in the proposed order, is attempting to obtain relief with respect to his litigation with KFH. KFH is represented by: King & Spalding LLP Jesse H. Austin, III, Esq. Jonathan W. Jordan, Esq. Admitted pro hac vice 1180 Peachtree Street, 31st Floor Atlanta, Georgia 30309 Tel: (404) 572-3100 E-mail: jaustin@kslaw.com jjordan@kslaw.com and Krieg Devault LLP Martha R. Lehman, Esq. Mark R. Wenzel, Esq. One Indiana Square, Suite 2800 Indianapolis, IN 46204-2079 Tel: (317) 238-6277 Fax: (317) 636-1507 E-mail: mwenzel@kdlegal.com The Funds are represented by: Bingham Greenebaum Doll LLP Thomas C. Scherer, Esq. 10 West Market Street, #2700 Indianapolis, Indiana 46204-2982 Tel: (317) 635-8900 Fax: (317) 236-9907 E-mail: tscherer@bgdlegal.com and Wilmer Cutler Pickering Hale And Dorr LLP Charles C. Platt, Esq. George W. Shuster, Jr., Esq. Admitted Pro Hac Vice 7 World Trade Center 250 Greenwich Street New York, New York 10007 Tel: (212) 230-8000 Fax: (212) 230-8888 E-mail: charles.platt@wilmerhale.com george.shuster@wilmerhale.com About HDGM Advisory Services HDGM Advisory Services, LLC ("MAS") and HDG Mansur Investments Services, Inc. ("MISI") invest in and develop real estate around the world. They also provided management and investment services to real estate funds that were set up as an investment vehicle for religious Muslims. MISI developed Finzels Reach, a real estate development in Bristol England. MAS and MISI are directly or indirectly owned by Harold D. Garrison, who is also a debtor in possession in a separate chapter 11 case. MAS and MISI sought Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 14-04797 and 14-04798) in Indianapolis, Indiana, on May 21, 2014. On May 28, 2014, the Hon. James M. Carr directed the joint administration the cases, under the lead case -- HDGM Advisory, Case No. 14-04797. MAS disclosed $20.3 million in assets and $7.99 million in liabilities as of the Chapter 11 filing. MISI disclosed $20.4 million in assets and $12.4 million in liabilities. According to a court filing, the Debtors don't have any secured creditors. The Debtors have tapped Michael W. Hile, Esq., and Christine K. Jacobson, Esq., at Katz & Korin PC, as counsel. An affiliate of the Debtors, Hamilton Proper Partners Golf Partnership, L.P., sought bankruptcy protection (Bankr. S.D. Ind. Case No. 14-00461) on Jan. 24, 2014. The Debtors has until Sept. 28, 2015, to solicit acceptances to their Joint Plan of Reorganization, as amended. On Nov. 10, 2014, Debtors filed their First Amended Joint Plan of Reorganization and their Disclosure Statement. In the Amended Plan, the Debtors proposed that their estates be liquidated by a Liquidating Trust that would liquidate assets and claims and distribute recoveries in accord with the practices of the Bankruptcy Code. HUGHES SATELLITE: Moody's Affirms 'B2' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service changed Hughes Satellite Systems Corporation's (Hughes) ratings outlook to stable from negative, while also affirming the company's B2 corporate family rating (CFR), B2-PD probability of default rating (PDR), speculative grade liquidity (SGL) rating of SGL-3 (adequate liquidity), Ba3 senior secured notes' rating, and B3 senior unsecured notes rating. The change in outlook was prompted by Moody's updated expectation that the company will have an adequate funding cushion for its three 2016 satellite launches. Moody's updated expectation reflects cash flow improvements resulting from last year's purchase and lease-back of five satellites previously owned by Dish Network Corporation (Dish, Ba3 negative), a sister corporation. The following summarizes Hughes ratings and the recent ratings and outlook actions: Rating and outlook actions: Issuer: Hughes Satellite Systems Corporation Outlook, Changed to Stable from Negative Speculative Grade Liquidity Rating, Affirmed at SGL-3 Corporate Family Rating, Affirmed at B2 Probability of Default Rating, Affirmed at B2-PD Senior Secured Regular Bond/Debenture, Affirmed at Ba3 (LGD2) Senior Unsecured Regular Bond/Debenture, Affirmed at B3 (LGD5) RATINGS RATIONALE Hughes' B2 corporate family rating is based primarily on expectations of cash flow self-sufficiency, whereby the end of 2016, Hughes will maintain an adequate funding cushion of nearly $100 million, modest free cash flow to debt of approximately 3%, and leverage of debt-to-EBITDA approaching nearly 5x. The rating is constrained by uncertain demand and return economics for the consumer broadband internet business, revenue concentration from Dish relationship (some 25%-to-30% of annual revenues), and opaque strategy and financial objectives. Rating Outlook The rating outlook is stable based on expectations of a stable business portfolio and an adequate funding cushion, despite expectations of modest credit metric deterioration, with leverage of debt-to-EBITDA approaching 5x (~4.8x at 31Mar15) and FCF/Debt of about 3% (~4.7% at 31Mar15). In both cases, measures incorporate Moody's standard adjustments and are pro forma for assumed capital leases for EchoStar XIX, EchoStar XXI, and EchoStar XXIII, all of which currently reside on the balance sheet of Hughes' parent company, EchoStar Corporation (not rated). What Could Change the Rating - Up The rating could be upgraded if Moody's expected: -- Sustained FFO margin above 40% (24.6% PF at 31Mar15) -- Sustained debt-to-EBITDA leverage below 2.5x (4.8x PF at March 31, 2015) -- Positive industry fundamentals -- Solid liquidity arrangements Given the company's capital intensity and the historically slow ramp-up of the consumer broadband operation, an upgrade is not anticipated over the next couple of years. What Could Change the Rating - Down The rating could be downgraded if Moody's expected: -- Sustained FFO margin below 20% (24.6% PF at 31Mar15) -- Sustained debt-to-EBITDA leverage above 5x (4.8x PF at March 31, 2015) -- Deterioration in industry fundamentals -- Weaker liquidity arrangements Corporate Profile Based in Englewood, Colorado, Hughes Satellite Systems Corporation (Hughes) is a private, wholly-owned subsidiary of EchoStar Corporation (EchoStar, not rated), an Englewood, Colorado-based global provider of satellite operations and satellite-based transmission capacity. HYPNOTIC TAXI: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Hypnotic Taxi LLC 15-43300 330 Butler Street Brooklyn, NY 11217 Bombshell Taxi LLC 15-43301 Bourbon Taxi LLC 15-43302 Butterfly Taxi LLC 15-43303 Candy Apple Taxi LLC 15-43304 Chianti Taxi LLC 15-43305 Chopard Taxi, Inc. 15-43306 Cupcake Taxi LLC 15-43307 Dorit Transit Inc. 15-43308 France Taxi LLC 15-43309 Hennessey Taxi Inc. 15-43310 Iceberg Taxi Inc. 15-43311 Marseille Taxi LLC 15-43312 Merlot Taxi LLC 15-43313 Milkyway Cab Corp. 15-43314 Palermo Taxi Inc. 15-43315 Pinot Noir Taxi LLC 15-43316 Pointer Taxi LLC 15-43317 Pudding Taxi Inc. 15-43318 Stoli Taxi Inc. 15-43319 Vodka Taxi LLC 15-43320 VSOP Taxi Inc. 15-43321 Type of Business: The Debtors each own either two or three medallions issued by the New York City Taxi and Limousine Commission that permit taxi services to be performed by the Debtors. Chapter 11 Petition Date: July 22, 2015 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Judge Carla E. Craig Debtors' Counsel: Maeghan McLoughlin, Esq. KLESTADT WINTERS JURELLER SOUTHARD & STEVENS LLP 570 Seventh Avenue, 17th floor New York, NY 10018 Tel: 212-972-3000 Fax: 212-972-2245 Email: mmcloughlin@klestadt.com - and - Fred Stevens, Esq. KLESTADT WINTERS JURELLER SOUTHARD & STEVENS LLP 570 Seventh Ave., 17th Floor New York, NY 10018 Tel: 212-972-3000 Fax: 212-972-2245 Email: fstevens@klestadt.com Debtors' Joshua Rizack, Esq. Chief Senior Managing Director Restructuring THE RISING GROUP CONSULTING, INC. 4 Pheasant Lane Westport, CT 06880 Tel: (203) 227-4115 E-mail: JRizack@TheRisingGroup.com Consolidated Summary of Debtors' Assets and Liabilities (Unaudited) Assets: Taxi Medallions (46) $43,700,000 Vehicles (46) $572,100 Insider Affiliate Receivable $11,659,797 (per tax returns/books) Liabilities: Citibank, N.A. $32,000,000 (Contingent, Unliquidated and Disputed) Citibank, N.A. $1,637,939 (Contingent, Unliquidated and Disputed New York State and New York City Tax Liens $919,717 Unsecured Tax Claims of City of New York $7,844 Accounts Payable (vendor and non-tax judgments) $76,784 Personal Injury and Related Claims - Undetermined (Contingent, Unliquidated, Disputed) The petition was signed by Evgeny Freidman, sole and managing member. Consolidated List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Josette Marie Personal Injury $1,000,000 Tenas-Reynard Claim 4 Rue Perrault 7500 Paris France Juan Abreau Personal Injury Unknown Claim Shelly King Personal Injury Unknown Claim Peri Edelstein Personal Injury Unknown Claim Edward Landreth Personal Injury Unknown Claim Steve Stankovski Personal Injury Unknown Claim Martha Torres Personal Injury Unknown Claim American Transit Inc. Co. Subrogee- $55,000 Kelvin Estevez Hereford Insurance Dream Boat Cab. $25,545 Corp. Insured Jeremy Joseph Personal Injury $25,000 USAA Casualty Outstanding Claim $15,860 MCI Taxi Claim $10,000 O Halkidikiotis Taxi Claim $9,139 Gregory S. Root Service Provider $8,425 for BI claim Hudson Insurance Co. Heng S. Li-insured $8,245 NPR Medical Care Service provider for $5,200 BI Claim High Point Safety Ins. Co. Subrogee of Edward $5,160 O'Connor AAA Insurance a/s/o Angelo Claim $4,319 Santamaria Unity Fuels LLC PI Claim $3,929 Elrac, LLC a/k/a Enterprise Motor Vehicle $3,477 Rent A Car IMPERIAL METALS: To Issue up to 5,500,797 Rights Shares ------------------------------------------------------- Imperial Metals Corporation is issuing to the holders of its outstanding common shares of record at the close of business on July 27, 2015, rights to subscribe for additional Common Shares. A maximum of 5,500,797 Rights Shares will be issuable pursuant to the Rights Offering, representing approximately 7.28% of the issued and outstanding Common Shares on July 21, 2015. The maximum number of Rights Shares issuable is subject to adjustment for rounding and assuming no convertible securities are exercised into Common Shares before the Record Date. The Rights Offering will result in maximum proceeds of approximately $44 million from the sale of the Rights Shares, less estimated expenses of the Rights Offering in the amount of approximately $0.8 million, inclusive of the Stand-By Fee. The maximum net proceeds are subject to adjustment for rounding and assuming no convertible securities are exercised into Common Shares before the Record Date. Rights will be evidenced by transferable rights certificates. Each registered holder of Common Shares on the Record Date will receive one Right for each Common Share held. Every 13.73 Rights plus the sum of $8.00 are required to subscribe for one Rights Share. The Rights expire at 2:00 p.m. (Vancouver time) on Aug. 20, 2015, after which time unexercised Rights will be void and of no value. Computershare Investor Services Inc. will act as the subscription agent for the Rights Offering and is also the registrar and transfer agent for the Common Shares. A copy of the Form F-1 prospectus is available at: http://is.gd/ocRfFy About Imperial Imperial is a Canadian mining company active in the acquisition, exploration, development, mining and production of base and precious metals. The Corporation's principal business and registered and records office address is located at Suite 200, 580 Hornby Street, Vancouver, British Columbia, V6C 3B6, Canada. * * * As reported by the TCR on May 22, 2015, Standard & Poor's Ratings Services said it downgraded Vancouver-based Imperial Metals Corp. to 'CCC' from 'CCC+', and placed the company on CreditWatch with developing implications. "The downgrade follows the company's announcement that it will not meet the June 1 date for completion of its Red Chris mine, which is required under the terms of the company's senior secured credit facility," said Standard & Poor's credit analyst Jarrett Bilous. The TCR reported on Nov. 25, 2014, that Moody's Investors Service downgraded Imperial Metals Corporation's Corporate Family rating to Caa1 from B2, Probability of Default rating to Caa1-PD from B2-PD, and senior unsecured rating to Caa2 from B3. "We downgraded Imperial Metal's ratings over Moody concern that the company may not have sufficient liquidity to fund its near term cash needs", said Darren Kirk, Moody's vice president and senior credit officer. LAKESIDE FEDERAL: Placed in Liquidation Due to Insolvency --------------------------------------------------------- The National Credit Union Administration on July 16, 2015, liquidated Lakeside Federal Credit Union of Hammond, Indiana. Member deposits are federally insured by the National Credit Union Share Insurance Fund. Administered by NCUA, the Share Insurance Fund insures individual accounts up to $250,000, and a member's interest in all joint accounts combined is insured up to $250,000. The Share Insurance Fund separately protects IRA and KEOGH retirement accounts up to $250,000. The Share Insurance Fund has the backing of the full faith and credit of the United States. NCUA's Asset Management and Assistance Center will issue correspondence in the near future to individuals holding verified share accounts in the credit union. Members with additional questions about their insurance coverage may contact the Center toll-free at 877-715-0777 FREE Monday through Friday between 8 a.m. and 5 p.m., Central. Individuals may also visit the MyCreditUnion.gov website at any time for more information about insurance coverage. NCUA made the decision to liquidate Lakeside Federal Credit Union and discontinue its operations after determining the credit union was insolvent and had no prospect for restoring viable operations. Lakeside Federal Credit Union served 2,280 members and had assets of approximately $8.9 million, according to the credit union's most recent Call Report. Chartered in 1950, Lakeside Federal Credit Union served members, employees and their families of the Trans Union Corporation in Lincolnshire and Chicago, Illinois, as well as members, employees and their families of Union Tank Car Company, Trans Union Systems Corporation and several smaller employers in northwest Indiana. Lakeside is the fifth federally insured credit union liquidation in 2015. LATEX FOAM: July 28 Hearing on Further Access to Cash Collateral ---------------------------------------------------------------- Judge Alan H. W. Shiff of the United States Bankruptcy Court for the District of Connecticut, Bridgeport Division, signed a fourteenth interim stipulation and order authorizing Latex Foam International, LLC, et al.'s use of cash collateral and granting adequate protection to SummitBridge National Investments IV LLC, successor-in-interest to Wells Fargo Bank, a National Banking Association. Wells Fargo provided financing to Latex in the original principal amount of $34,000,000 pursuant to the Loan Agreement entered into by Wells Fargo, Latex and Latex International West Coast, Inc. LIW was dissolved on Dec. 30, 2011. The loans advanced under the Loan Agreement are secured by substantially all assets of the Debtors. As adequate protection, SummitBridge is granted first priority, valid and perfected replacement liens on and security interests in all of the Debtors' assets. Any diminution in the value of the prepetition liens in favor of SummitBridge that is not compensated by postpetition collateral will constitute a cost and expense of administration in the bankruptcy case in accordance with Section 503(b)(1) of the Bankruptcy Code. Previously, the Bankruptcy Court signed the thirteenth interim stipulation authorizing the Debtors to use cash collateral and granting adequate protection to SummitBridge until June 30, 2015. A hearing will be held on July 28, 2015, at 10:00 a.m., to consider the Debtors' continued use of cash collateral. Latex Foam International, LLC, et al. are represented by: James Berman, Esq. Zeisler & Zeisler, P.C. 10 Middle Street, 15th Floor Bridgeport, Connecticut, 06604 Tel.: 203 368-5480 Fax: 203 367-9678 Email: jberman@zeislaw.com Secured Creditor is represented by: Scott M. Esterbrook, Esq. Reed Smith LLP 1717 Arch Street Philadelphia, Pennsylvania 19103 Tel.: 215 851 8146 Fax: 215 851 1420 Email: sesterbrook@reedsmith.com About Latex Foam Headquartered in Shelton, Connecticut, Latex Foam International, LLC manufactures foam mattresses and component mattresses. The 196-employee company produces mattress cores, toppers, and pillow buns utilizing both the Talaway and Dunlop manufacturing processes. LFIH is a holding company for 100% of the equity interests in LFI, PLB, and an inactive entity, Dunlop Latex Foam (Malaysia) SDN. BHD. LFI and four affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Conn. Lead Case No. 14-50845) in Bridgeport, Connecticut, on May 30, 2014. David Fisher signed the petitions as president. The Debtors are seeking joint administration of their cases. LFI disclosed $18,437,185 in assets and $30,342,926 in liabilities as of the Chapter 11 filing. Judge Alan H.W. Shiff presides over the cases. James Berman, Esq., and Craig I. Lifland, Esq., at Zeisler and Zeisler, serve as the Debtors' counsel. On June 19, 2014, the U.S. Trustee appointed five creditors to serve on the Official Committee of Unsecured Creditors. The Committee tapped to retain Schafer and Weiner, PLLC as its counsel, and Reid and Reige, P.C. as its local counsel. LEHMAN BROTHERS: Administrators Set Aug. 14 Proofs of Debt Deadline ------------------------------------------------------------------- Pursuant to Rule 2.95 of the Insolvency Rules 1986, A.V. Lomas, S.A. Pearson, G.E. Bruce and J.G. Parr, the Joint Administrators of Lehman Brothers Lease & Finance No. 1 Limited, intend to make a distribution (by way of paying a final dividend) to the preferential creditors (if any) and to the unsecured, non-preferential creditors of LBL&F. Proofs of debt may be lodged at any point up to (and including) August 14, 2015, the last date for proving claims, however, creditors are requested to lodge their proofs of debt at the earliest possible opportunity. Persons so proving are required, if so requested, to provide such further details or produce such documents or other evidence as may appear to the Joint Administrators to be necessary. The Joint Administrators will not be obliged to deal with proofs lodged after the last date for proving but they may do so if they think fit. The Joint Administrators intend to make such distribution within the period of two months from the last date for proving claims. For further information, contact details, and proof of debt forms, please visit http://is.gd/UzPOOa Please complete and return a proof of debt form, together with relevant supporting documents to PricewaterhouseCoopers LLP, 7 More London Riverside, London SE1 2RT marked for the attention of Claire Taylor. Alternatively, you can email a completed proof of debt form to lehman.affiliates@uk.pwc.com Rule 2.95(2)(c) of the Insolvency Rules 1986 requires the Joint Administrators to state in this notice the value of the prescribed part of LBL&F's net property which is required to be made available for the satisfaction of LBL&F's unsecured debts pursuant to section 176A of the Insolvency Act 1986. There are no floating charges over the assets of LBL&F and accordingly, there shall be no prescribed part. All of LBL&F's net property will be available for the satisfaction of LBL&F's unsecured debts. 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 was 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 COMMERCIAL: Sept. 1 Proofs of Debt Deadline Set ------------------------------------------------------ Pursuant to Rule 2.95 of the Insolvency Rules 1986, A.V. Lomas, S.A. Pearson, G.E. Bruce and J.G. Parr, the Joint Administrators of Lehman Commercial Mortgage Conduit Limited, intend to make a distribution (by way of paying an interim dividend) to the preferential creditors (if any) and to the unsecured, non-preferential creditors of LCMC. Proofs of debt may be lodged at any point up to (and including) September 1, 2015, the last date for proving claims, however, creditors are requested to lodge their proofs of debt at the earliest possible opportunity. Persons so proving are required, if so requested, to provide such further details or produce such documents or other evidence as may appear to the Joint Administrators to be necessary. The Joint Administrators will not be obliged to deal with proofs lodged after the last date for proving but they may do so if they think fit. The Joint Administrators intend to make such distribution within the period of two months from the last date for proving claims. For further information, contact details, and proof of debt forms, please visit http://is.gd/elC7Vi Please complete and return a proof of debt form, together with relevant supporting documents to PricewaterhouseCoopers LLP, 7 More London Riverside, London SE1 2RT marked for the attention of Jennifer Hills. Alternatively, you can email a completed proof of debt form to lehman.affiliates@uk.pwc.com Rule 2.95(2)(c) of the Insolvency Rules 1986 requires the Joint Administrators to state in this notice the value of the prescribed part of LCMC's net property which is required to be made available for the satisfaction of LCMC's unsecured debts pursuant to section 176A of the Insolvency Act 1986. There are no floating charges over the assets of LCMC and accordingly, there shall be no prescribed part. All of LCMC's net property will be available for the satisfaction of LCMC's unsecured debts. 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 was 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. LTS GROUP: Moody's Confirms 'B2' Corporate Family Rating -------------------------------------------------------- Moody's Investors Service confirmed the B2 Corporate Family Rating and B2-PD Probability of Default Rating of LTS Group Holdings LLC ("LTS" or "the company"). Moody's also confirmed the B1 rating of LTS Buyer LLC's 1st lien senior secured credit facilities and the Caa1 rating of the 2nd lien senior secured term loan. Finally, Moody's assigned a B1 rating to the proposed $829 million incremental 1st lien term lien, a B1 rating to the company's proposed $75 million revolver, and a Caa1 rating to the proposed $157 million incremental 2nd lien term loan. The use of these proceeds will be used to fund the acquisition purchase price for Fibertech Networks ("Fibertech") and to pay down the current outstanding revolver. These rating actions conclude the review of the ratings initiated on April 29, 2015 when the company announced its plans to merge with Fibertech in an all-cash transaction for approximately $1.9 billion. The transaction is expected to close in the third quarter of 2015. The rating outlook is stable. The confirmation of LTS's B2 Corporate Family ratings reflects Moody's expectation that the company will operate with high leverage and low FCF/Debt post-transaction over the next year. However, the larger scale of the combined company in conjunction with cost and capex synergies realized will likely reduce leverage (Moody's adjusted) below 6x within twelve to eighteen months after the merger. Issuer: LTS Group Holdings LLC Probability of Default Rating, Confirmed at B2-PD Corporate Family Rating, Confirmed at B2 Outlook Actions: Issuer: LTS Group Holdings LLC Outlook, Changed To Stable From Rating Under Review Confirmations: Issuer: LTS Buyer LLC Senior Secured Revolving Credit Facility (Local Currency), Confirmed at B1, LGD3 Senior Secured 1st Lien Term Loan (Local Currency), Confirmed at B1, LGD3 Senior Secured 2nd Lien Term Loan (Local Currency), Confirmed at Caa1, LGD5 Assignments: Issuer: LTS Buyer LLC Senior Secured Revolving Credit Facility (Local Currency), Assigned B1, LGD3 Senior Secured 1st Lien Term Loan (Local Currency), Assigned B1, LGD3 Senior Secured 2nd Lien Term Loan (Local Currency), Assigned Caa1, LGD5 Outlook Actions: Issuer: LTS Buyer LLC Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE LTS's B2 Corporate Family Rating reflects the company's strong growth profile, stable base of contracted recurring revenues, historically low churn rates, valuable fiber optic network assets covering over 30,000 fiber route miles and Moody's expectation of margin expansion from the synergies realized by integrating Fibertech. These strengths are offset by relatively high leverage (over 6x Moody's adjusted Debt to EBITDA) and high capital intensity. The rating also incorporates relatively low cash balances, the private equity ownership structure and a seasoned and proven management team. The stable outlook incorporates Moody's expectation that financial leverage will decline over the next 12 months through EBITDA growth but still remain very high. The outlook also reflect Moody's belief that LTS will execute crisply from an operational perspective and that the integration of Fibertech will progress smoothly. Consequently, we expect revenue growth will remain strong and that the company will begin to be in a position to generate positive free cash flow in 2016. Given Moody's expectation that leverage will remain high and that the majority of available cash will be used to reinvest in the business in lieu of debt repayment, an upgrade of the ratigns is not anticipated in the near term. However, Moody's could upgrade LTS' ratings if adjusted leverage approaches 4x (Moody's adjusted) and FCF/Debt is above 10%. Downward rating pressure could develop if liquidity becomes strained or if capital intensity increases such that the company is unable to generate sustainable positive free cash flow. Additionally, debt financed acquisitions which result in a deterioration in cash flow or an increase in leverage could result in a downgrade. MARINA DISTRICT FINANCE: Fitch Assigns 'BB-' Rating to $650MM Loan ------------------------------------------------------------------ Fitch Ratings assigns a 'BB-/RR2' rating to Marina District Finance Company, Inc's (Borgata) $650 million senior secured incremental term loan due 2023 and upgrades Borgata's Issuer Default Rating (IDR) to 'B' from 'B-'. Fitch also affirms Boyd Gaming Corp's (Boyd) and Peninsula Gaming LLC's (Peninsula) IDRs at 'B'. Borgata's Rating Outlook is revised to Stable from Positive, and Boyd's and Peninsula's Rating Outlooks remain at Stable. Peninsula is wholly-owned by Boyd but remains as a stand-alone restricted group. Borgata is a 50/50 JV between Boyd and MGM Resorts International (MGM) and is managed by Boyd. Fitch believes that there is strong rating linkage between Boyd and Peninsula credit groups and largely analyzes the two restricted groups on a consolidated basis. Fitch views the rating linkage between Boyd and Borgata as weak and views the credit profiles largely on a stand-alone basis. BORGATA KEY RATING DRIVERS Fitch's upgrade of Borgata's IDR to 'B' from 'B-' reflects Borgata improved operations. The Atlantic City market's surviving eight casinos, including Borgata, benefitted from the closure of four casinos in 2014, which removed excess capacity out of the market. Atlantic City also had about three years now to adjust to the new competition in surrounding jurisdictions without significant new casino openings in the interim period. As a result of the easing competitive environment and property tax adjustments Borgata's LTM EBITDA for period ending March 31, 2015 improved to $173 million from a trough EBITDA of $113 million in FY2013. Accordingly FCF improved to $74 million from $34 million also helped by reduced interest cost related to a refinancing and debt reduction. Leverage is 4.2x as of March 31, 2015, which together with further reduction in debt provides cushion against moderate operating pressure in the future. The upgrade also takes into account the refinancing of the 9.875% senior secured notes, which will save approximately $10 million - $12 million in interest cost per year and improves liquidity. The new term loan comes with a $230 million delay draw portion that can be used along with FCF to paydown the original term loan ($325 million outstanding as of March 31, 2015) and the $14 million outstanding on the revolver. The current credit facility matures in 2018 and the new term loan matures 2023. The covenants on the incremental term loan also offer additional protections relative to the original credit facility. The new term loan's excess cash flow sweep remains intact until leverage declines below 2.5x compared to the existing facility where the sweeps decline once leverage declines below 3.75x. There is also an event trigger, which is triggered if additional licenses are granted in Pennsylvania (within 75 miles of Borgata) or in New Jersey (outside Atlantic City) in which event Borgata cannot pay distributions unless pro forma leverage is less than 3x. Borgata's 'B' IDR takes into account the possibility of additional competition in Philadelphia, New York's Catskills region and northern New Jersey. The likely timing for the Catskills $1 billion casino is 2017, and Fitch expects modest impact on Atlantic City's gaming revenues of approximately 5%. The Philadelphia project's sponsors are facing law suits from the losing license applicants and an incumbent Philadelphia casino; therefore, timing there is less certain. However, the impact from another Philadelphia casino should be muted given that the area already has four casinos. In New Jersey several bills were introduced this year to allow casinos outside Atlantic City. Although such measures are gaining political momentum and have tentative support from the governor they still need to pass a referendum. Given the short deadline to pass a bill so that the measure can make the 2015 referendum, law makers said that they will hold the bill until 2016. Fitch places a less than 50/50 probability on an expansion measure passing in the near to medium term (one to three years). The idea of casinos being developed outside Atlantic City has not gained much traction yet with the general population as shown by a 2015 Fairleigh Dickenson University with 56% opposing and 37% for casinos outside Atlantic City. Two well publicized casino proposals in North Jersey include a $1 billion Hard Rock branded casino at Meadowlands and a $4.6 billion casino resort in Jersey City. Both proposals would be in close proximity to New York City and the more populated areas of North Jersey. Legislative proposals to date generally included high tax rates and revenue share mechanisms with Atlantic City. Should an expansion pass a referendum in 2016 it would take another two to three years at the minimum to grant licenses and open the new casinos (the Meadowland proposal includes a temporary facility that can open sooner). Although casinos in North Jersey would hurt Borgata there are several offsetting factors which should leave Borgata with a viable business model and under moderate stress scenarios with positive FCF. Fitch estimates that Borgata can withstand approximately a 15%-20% gaming revenue decline before its FCF starts to approach negative. This assumes conservatively that the debt remains at current levels and maintenance capex remains high at about $25 million per year. Fitch believes a 15%-20% revenue stress is realistic but is on the high side given Borgata's advantage in terms of its well established loyalty database, brand recognition, high quality amenities and a tax rate advantage. It is also possible that Borgata can further benefit from other casino closures in Atlantic City. Borgata has shown an ability to consolidate market share through the recently difficult operation environment with its market share growing to 27% (LTM period ending June 2015) from 17% in 2006, Atlantic City's peak year. BOYD/PENINSULA KEY RATING DRIVERS Boyd's 'B' IDR reflects a diversified asset base and healthy free cash flow (FCF) profile. These positive credit considerations are offset by Boyd's high, albeit sustainable, leverage and significant exposure to weaker regional casino markets. Fitch calculates gross leverage for Boyd for period ending March 31, 2015 at 7.2x, which includes Peninsula along with the $152 million seller's note at Peninsula's HoldCo. This offers minimal equity cushion as regional assets typically trade in 7x-8x multiple range (a bit higher now given the REIT-spin off potential). However, Fitch deems Boyd's capital structure sustainable when taking into account Boyd's healthy FCF profile. Boyd's stand-alone leverage is slightly better at 7x, but Fitch believes including Peninsula in Boyd's ratios is appropriate given the high likelihood that Boyd merges Peninsula into its restricted group in the near to medium term. Boyd has stated that it intends to merge Peninsula into its restricted group and Peninsula's unsecured notes' call premium steps down to 104.188 this August. Boyd's FCF is strong for its rating level and reflects a limited development pipeline, heavy mix of LIBOR based bank debt and $920 million in federal-level NOLs as of Dec. 31, 2014. Fitch estimates Boyd's discretionary FCF run-rate at approximately $175 million, which includes about $75 million of FCF at Peninsula. Fitch's estimate for Boyd's FCF run-rate incorporates (estimates include Peninsula): -- $536 million of latest 12 months (LTM) property EBITDA for period ending March 31, 2015; -- $60 million of corporate expense; -- $200 million of interest expense; -- $0 of income tax; -- $100 million of maintenance CapEx. The strong FCF profile offsets the risk associated with Boyd's operating mix, which Fitch views unfavorably with a large exposure to mature and competitive regional markets. BORGATA KEY ASSUMPTIONS Fitch's expectations are based on the agency's internally produced, conservative rating case forecasts. They do not represent the forecasts of rated issuers individually or in aggregate. Key Fitch forecast assumptions include: -- Fitch projects low single-digit revenue growth in 2015-2016 and mid-single-digit declines in 2017 as competitive properties open in New York and Pennsylvania. -- Free cash flow (FCF) is used to prepay the term loans. -- Distributions to owners begin in 2018. BOYD KEY ASSUMPTIONS Fitch's expectations are based on the agency's internally produced, conservative rating case forecasts. They do not represent the forecasts of rated issuers individually or in aggregate. Key Fitch forecast assumptions include: -- Fitch projects flat same store revenue growth across Boyd's operating segments with the Las Vegas segments performing better relative to the regional markets. -- Fitch assumes that state and federal NOLs absorb all tax liability through the rating case horizon. -- Fitch has not incorporated any dividends or share repurchases in its rating case projections. BORGATA RATING SENSITIVITIES Positive: Borgata's IDR will likely be capped at 'B' IDR in the near to medium term due to the potential for increased competition. However, future developments that may, individually or collectively, lead to positive rating action include: -- Sentiment for expanding gaming outside Atlantic City diminishes significantly; -- Discretionary run-rate FCF sustaining at close to or above $100 million. Negative: No negative rating action is expected over the next 12-24 months given Borgata's strong financial profile. However, negative rating action may result from: -- Debt/EBITDA approaching 7x; -- Discretionary run-rate FCF/debt declining below 5%. There could be rating pressure should New Jersey legalize casinos outside Atlantic City. If that occurs Fitch's decision to potentially revise Borgata's Outlook to Negative or downgrade its IDR will depend on the scope of the expansion measure passed (e.g. number of licenses, tax rate, etc.); the locations, size and amenities of the proposed projects; the operating outlook for Atlantic City absent the expansion and management's response in terms of capital allocation decisions and operational adjustments. BOYD RATING SENSITIVITIES Positive: No positive rating action is expected over the next 12 to 24 months given the company's high leverage. However, positive rating action may result from: -- Debt/EBITDA declining below 6x; -- Discretionary run-rate FCF exceeding $200 million; -- Regional markets remaining stable or growing on same-store basis; -- Consolidation of Peninsula into Boyd's restricted group. Negative: Future developments that may, individually or collectively, lead to negative rating action include: -- Boyd's debt/EBITDA ratio excluding Borgata moving towards 8x; -- Discretionary run-rate FCF declining towards or below $75 million; -- Operating pressure with same-store revenues declining over an extended period; -- Boyd pursuing a REIT spin-off or an M&A activity that would result in rent adjusted leverage to increase. FULL LIST OF RATING ACTIONS Fitch has taken the following rating actions: Boyd Gaming Corp -- IDR affirmed at 'B'; Outlook Stable; -- Senior secured credit facility affirmed at 'BB/RR1'; -- Senior unsecured notes affirmed at 'CCC+/RR6'. Peninsula Gaming LLC -- IDR affirmed at 'B'; Outlook Stable; -- Senior secured credit facility affirmed at 'BB/RR1'; Peninsula Gaming LLC (Peninsula Gaming Corp. as co-issuer) -- Senior unsecured notes affirmed at 'CCC+/RR6'. Marina District Finance Company, Inc. -- IDR upgraded to 'B' from 'B-'; Outlook revised to Stable from Positive; -- Senior secured revolver upgraded to 'BB/RR1' from 'BB-/RR1'; -- Senior secured notes due 2018 and the incremental term loan due 2018 upgraded to 'BB-/RR2' from 'B+/RR2'; -- Incremental term loan due 2023 assigned 'BB-/RR2' rating. MILAGRO OIL & GAS: Proposes Guidelines to Protect NOLs ------------------------------------------------------ Milagro Oil & Gas, Inc., and its affiliated debtors won interim approval from the U.S. Bankruptcy Court for the District of Delaware to set notification and objection procedures regarding certain transfers of beneficial interests in equity securities of the Debtors. A final hearing is slated for Aug. 21. The Debtors have experienced losses from the operation of their business, having failed to post positive net earnings since 2008. As a result, the Debtors estimate that their federal income tax net operating losses are approximately $217 million as of the conclusion of the first quarter of 2015 ("NOLs"), and they expect to have incurred additional NOLs since then through the Petition Date, which amounts could be even higher when the Debtors emerge from chapter 11. Assuming NOLs of $220 million, for example, this would translate into future reductions of the Debtors' federal income tax liabilities of approximately $77 million based on a corporate federal income tax rate of 35%. These tax savings could substantially enhance the Debtors' cash position for the benefit of parties in interest and contribute to the Debtors' efforts to maximize value for the benefit of creditors. Because an "ownership change" may negatively impact the Debtors' utilization of their NOLs, the Debtors proposed these procedures: * Any "substantial equityholder" -- entity that beneficially owns at least (i) 1,275 units (representing approximately 4.5% of the 28,400 issued and outstanding units) of Milagro Holdings, LLC or (ii) 121,500 shares of Series A Preferred Stock (representing approximately 4.5% of the 2,700,000 issued and outstanding shares) of Milagro Oil & Gas, Inc.; -- 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 equityholder, the parties to such transaction must serve and file a notice of the intended stock transaction. * The Debtors have 15 calendar 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. About Milagro Oil Based in Houston, Texas, Milagro Oil & Gas, Inc., is an independent oil and gas company primarily engaged in the acquisition, exploration, exploitation, development, production and sale of oil and natural gas reserves. Milagro's historic geographic focus has been along the onshore Gulf Coast area, primarily in Texas, Louisiana and Mississippi. Milagro has 1,200 wells in South Texas, along the Gulf Coast and in Louisiana. As of March 31, 2015, the book value of Milagro's total assets and liabilities was approximately $390 million and $468 million, respectively. On July 15, 2015, Milagro Oil & Gas, its parent Milagro Holdings, LLC, and four affiliated entities each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The cases are pending before the Honorable Kevin Gross and are jointly administered under In re Milagro Holdings, Case No. 15-11520. The Debtors tapped (i) Porter Hedges LLP as general counsel; (ii) Young Conaway Stargatt & Taylor, LLP, as local counsel; (iii) Zolfo Cooper, LLC, as restructuring advisors; and (iv) Prime Clerk LLC as claims and noticing agent. Noteholders that are parties to the RSA have tapped (i) Akin Gump Strauss Hauer & Feld LLP, as legal counsel, (ii) Richards, Layton & Finger, P.A., as Delaware legal counsel, and (iii) Blackstone Advisory Partners L.P., as financial advisor. The first lien agent, TPG Specialty Lending, Inc., is represented by, Schulte Roth & Zabel LLP. Equity holder ACON Funds Management is represented by Hogan Lovells US LLP. White Oak is represented by Locke Lord LLP. MILAGRO OIL & GAS: Seeks Approval of $15MM Financing ---------------------------------------------------- Milagro Oil & Gas, Inc., and its affiliated debtors will ask the U.S. Bankruptcy Court for the District of Delaware at a hearing on Aug. 21, 2015, to seek final approval of new money revolving loans of up to $15 million from existing first lien lenders led by TPG Specialty Lending, Inc., as administrative agent. Judge Kevin Gross on July 17 entered an interim order authorizing the Debtors to access DIP financing and use cash collateral. A copy of the document is available for free at: http://bankrupt.com/misc/Milagro_Int_DIP_Order.pdf The first lien lenders, who are already owed $87,625,000 under a first lien secured term loan provided prepetition, have agreed to provide the Debtors access to financing and cash collateral on these terms: * Borrowers: Milagro Exploration, LLC and Milagro Producing, LLC * Guarantors: MOG and each of MOG's direct and indirect wholly-owned subsidiaries that are not borrowers. * DIP Agent: TPG Specialty Lending, Inc. ("TSL") * DIP Lenders: TSL, the lenders under the Prepetition First Lien Obligations and/or other lending institutions and investment vehicles selected by TSL. * DIP Facility: The $15,000,000 DIP Revolving Facility, of which $11 million will be made available upon entry of the Interim Order; provided that, after entry of the Interim Order, $8,000,000 of the DIP Revolving Facility will only be available to be used to fund cash collateral requirements to secure the Borrowers' surety bond obligations solely to the extent that such surety bond provider requires such cash collateral; and The Term Loan, subject to the entry of the Final Order, in an amount equal to the dollar-for-dollar conversion of the Prepetition First Lien Obligations outstanding under the Prepetition First Lien Loan Documents into DIP Obligations. * Uses of Proceeds/Roll-Up: The DIP Facility will be used to (i) fund working capital and general corporate requirements of the Debtors, bankruptcy-related costs and expenses and (ii) repay the Prepetition First Lien Obligations in full, subject to entry of the Final Order. * Termination Date: The date that is the earliest of: (i) the 35th day after the date of entry of the Interim Order, if the Final Order has not yet been entered; (ii) the date of final indefeasible payment and satisfaction in full in cash of the DIP Obligations and the termination of the commitments under the DIP Facility; (iii) the date of substantial consummation of a confirmed plan of reorganization in the Chapter 11 cases; (iv) the date of consummation of a sale or other disposition of all or substantially all of the assets of the Debtors; (v) Nov. 15, 2015; (vi) the filing by any Debtor of a motion with the Bankruptcy Court seeking the conversion of any of the Chapter 11 cases to a case Chapter 7 case or dismissal of the Chapter 11 cases; and (vii) any date on which the DIP Loans and DIP Obligations accelerate or otherwise become due and payable following the occurrence of any Event of Default under the DIP Loan Documents. * Use of Cash Collateral: The Debtors are authorized to use Cash Collateral subject to and in accordance with the terms, conditions, and limitations set forth in the Interim Order, the Approved Budget (and permitted variances) and the DIP Loan Documents, without further approval by the Court. * Interest Rates/Default Rate: (1) LIBO Rate Loans will bear interest at the LIBO Rate (Reserve Adjusted), which is subject to a floor of 1.00%, plus an Applicable Margin of 9.50%. (2) Base Rate Loans will bear interest at the Alternate Base Rate, which is subject to a floor of 3.50%, plus an Applicable Margin of 8.50%. (3) Default Rate: (a) In the case of principal on any DIP Loan, subject to Applicable Law, the rate of interest that otherwise would be applicable to such DIP Loan plus 2% per annum; and (b) in the case of overdue interest, fees, and other monetary Obligations, subject to Applicable Law, the Base Rate from time to time in effect, plus the Applicable Margin for DIP Loans accruing interest at the Base Rate, plus 2% per annum. * Fees: (1) Commitment Fee: The Debtors agree to pay to the DIP Agent for the account of each DIP Lender a fee of 0.75% per annum for unfunded Revolving Loan Commitments. (2) Facility Fee: The Borrowers agree to pay to the DIP Agent for the account of each DIP Lender with a Revolving Loan Commitment in accordance with its Percentage, a facility fee in an amount equal to 3.00% of the aggregate amount of the Revolving Loans Commitments. (3) Professional Fees and Expense: Subject to the Fee Review Procedures, the Debtors are obligated to pay the professional fees and expenses of the DIP Agent and DIP Lenders. * Liens and Priorities of DIP Obligations: The DIP Agent will be granted valid, enforceable and fully perfected first priority priming liens and senior security interests, first priority liens on unencumbered property, and junior priority liens subject to the prior payment of the Carve-Out. In addition, the DIP Agent will be granted an allowed superpriority administrative expense claim pursuant to section 364(c)(1) of the Bankruptcy Code in each of the Debtor's Chapter 11 Cases. * Carve-Out: The liens and superpriority claims are subject to prior payment of: (i) fees payable to the United States Trustee pursuant to 28 U.S.C. Sec. 1930(a)(6) or to the Clerk of the Bankruptcy Court, (ii) fees of retained professionals, including unpaid professional fees incurred or accrued on or after the date on which the DIP Agent provides written notice of the occurrence of a Termination Event, in an aggregate amount not to exceed $500,000. * Prepetition First Lien Lenders' Adequate Protection: As adequate protection in respect of any diminution claim, the Prepetition First Lien Agent and the Prepetition First Lien Lenders will be granted the adequate protection in the form of (i) valid, perfected, postpetition security interests and liens in and on all of the DIP Collateral subject and subordinate to the DIP Liens and/or payment of any DIP Obligations, (ii) a superpriority claim subordinate and subject only to the DIP Superpriority Claim, prior payment of the Carve-Out and the Prepetition First Lien Obligations, and (iii) payment of all accrued or incurred and unpaid fees, costs and expenses in respect of the Prepetition First Lien Obligations and all other accrued or incurred and unpaid fees, costs and disbursements, accrued or incurred, and (iv) payment of interest on the Prepetition First Lien Obligations in cash, as and when such interest is payable, at the non-default rate, and (v) the right to "credit bid" their respective claims against the Debtors up to the full amount of (x) for the Prepetition First Lien Agent, the Prepetition First Lien Obligations and (y) for the DIP Agent, the DIP Obligations, during any sale of all or any portion of the DIP Collateral or Prepetition Collateral, as applicable, or any deposit or liquidated damages in connection with such sale. * Prepetition Second Lien Noteholders' Adequate Protection: As adequate protection in respect of any diminution claim, holders of the Debtors' second lien notes and the trustee will be granted adequate protection in the form of replacement liens, and a superiority claim. A full-text copy of the DIP Financing Motion is available for free at http://bankrupt.com/misc/Millagro_M_DIP_Loan.pdf About Milagro Oil Based in Houston, Texas, Milagro Oil & Gas, Inc., is an independent oil and gas company primarily engaged in the acquisition, exploration, exploitation, development, production and sale of oil and natural gas reserves. Milagro's historic geographic focus has been along the onshore Gulf Coast area, primarily in Texas, Louisiana and Mississippi. Milagro has 1,200 wells in South Texas, along the Gulf Coast and in Louisiana. As of March 31, 2015, the book value of Milagro's total assets and liabilities was approximately $390 million and $468 million, respectively. On July 15, 2015, Milagro Oil & Gas, its parent Milagro Holdings, LLC, and four affiliated entities each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The cases are pending before the Honorable Kevin Gross and are jointly administered under In re Milagro Holdings, Case No. 15-11520. The Debtors tapped (i) Porter Hedges LLP as general counsel; (ii) Young Conaway Stargatt & Taylor, LLP, as local counsel; (iii) Zolfo Cooper, LLC, as restructuring advisors; and (iv) Prime Clerk LLC as claims and noticing agent. Noteholders that are parties to the RSA have tapped (i) Akin Gump Strauss Hauer & Feld LLP, as legal counsel, (ii) Richards, Layton & Finger, P.A., as Delaware legal counsel, and (iii) Blackstone Advisory Partners L.P., as financial advisor. The first lien agent, TPG Specialty Lending, Inc., is represented by, Schulte Roth & Zabel LLP. Equity holder ACON Funds Management is represented by Hogan Lovells US LLP. White Oak is represented by Locke Lord LLP. MILAGRO OIL & GAS: Taps Prime Clerk as Claims Agent --------------------------------------------------- Milagro Oil & Gas, Inc., and its affiliated debtors sought and obtained approval from the U.S. Bankruptcy Court for the District of Delaware to hire Prime Clerk LLC as the claims and noticing agent in the Chapter 11 cases. Although the Debtors have not yet filed their schedules of assets and liabilities, they anticipate that there will be thousands of entities to be noticed in the Chapter 11 cases. Local Rule 2002-1(f) provides that "[i]n all cases with more than 200 creditors or parties in interest listed on the creditor matrix, unless the Court orders otherwise, the debtor shall file [a] motion [to retain a claims and noticing agent] on the first day of the case or within seven (7) days thereafter." In view of the number of anticipated claimants and the complexity of the Debtors' businesses, the Debtors submit that the appointment of a claims and noticing agent is required by Local Rule 2002-1(f) and is otherwise in the best interests of both the Debtors' estates and their creditors. For its claims and noticing services, Prime Clerk will charge the Debtors at these hourly rates: Hourly Rate ----------- Analyst $45 Technology Consultant $100 Consultant $140 Senior Consultant $170 Director $195 For the firm's solicitation, balloting and tabulation services, the rates are: Hourly Rate ----------- Solicitation Consultant $195 Director of Solicitation $210 The firm will charge $0.10 per page for printing, $0.08 per page for fax noticing, and no charge for e-mail noticing. Hosting of the case Web site is free of charge and on-line claim filing services are free of charge. For data administration and management, the firm will charge $0.10 per record per month for data storage, maintenance and security. Prior to the Petition Date, the Debtors provided Prime Clerk a retainer in the amount of $45,000. The claims agent can be reached at: PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Attn: Shai Waisman Tel: (212) 257-5450 E-mail: swaisman@primeclerk.com About Milagro Oil Based in Houston, Texas, Milagro Oil & Gas, Inc., is an independent oil and gas company primarily engaged in the acquisition, exploration, exploitation, development, production and sale of oil and natural gas reserves. Milagro's historic geographic focus has been along the onshore Gulf Coast area, primarily in Texas, Louisiana and Mississippi. Milagro has 1,200 wells in South Texas, along the Gulf Coast and in Louisiana. As of March 31, 2015, the book value of Milagro's total assets and liabilities was approximately $390 million and $468 million, respectively. On July 15, 2015, Milagro Oil & Gas, its parent Milagro Holdings, LLC, and four affiliated entities each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The cases are pending before the Honorable Kevin Gross and are jointly administered under In re Milagro Holdings, Case No. 15-11520. The Debtors tapped (i) Porter Hedges LLP as general counsel; (ii) Young Conaway Stargatt & Taylor, LLP, as local counsel; (iii) Zolfo Cooper, LLC, as restructuring advisors; and (iv) Prime Clerk LLC as claims and noticing agent. Noteholders that are parties to the RSA have tapped (i) Akin Gump Strauss Hauer & Feld LLP, as legal counsel, (ii) Richards, Layton & Finger, P.A., as Delaware legal counsel, and (iii) Blackstone Advisory Partners L.P., as financial advisor. The first lien agent, TPG Specialty Lending, Inc., is represented by, Schulte Roth & Zabel LLP. Equity holder ACON Funds Management is represented by Hogan Lovells US LLP. White Oak is represented by Locke Lord LLP. MONTREAL MAINE: Chapter 15 Recognition Hearing Slated for Aug. 20 ----------------------------------------------------------------- Robert J. Keach, Esq., Chapter 11 trustee of Montreal Maine & Atlantic Railway Ltd., and the monitor expect that the U.S. Bankruptcy Court for the District of Maine will convene a hearing on Aug. 20, 2015, at 9:00 a.m. (ET) to consider: -- the petition for recognition as foreign proceeding and related relief, and -- the monitor's motion for entry of an order recognizing and enforcing the plan sanction order of the Quebec Superior Court. 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. MONTREAL MAINE: Plan Confirmation Hearing Set for September 24 -------------------------------------------------------------- The Hon. Peter G. Cary of the U.S. Bankruptcy Court for the District of Maine scheduled a hearing on Sept. 24, 2015, at 9:00 a.m. (ET) at 537 Congress Street, Second Floor in Portland, Maine, to confirm the plan of liquidation dated July 7, 2015, filed by Robert J. Keach, Esq., Chapter 11 trustee of Montreal Maine & Atlantic Railway Ltd., following the approval of the adequacy of the trustee's disclosure statement describing that plan. As reported in the Troubled Company Reporter on May 11, 2015, the plan was filed by the Trustee 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. The Trustee's Chapter 11 plan will distribute C$275 million (US$220 million) to creditors, including families of the 48 people who died during the 2013 trail derailment accident. According to the Disclosure Statement, the Plan proposes to satisfy claims on account of the derailment as follows: * Government agencies, including the Province of Quebec, city of Lac-Megantic and the Canadian government will split over C$123 million in full and final satisfaction of their allowed claims. * Families of those who died are expected to receive over C$77 million to satisfy their allowed wrongful death claims. The WD Trust will have more than C$77 million available for distribution to wrongful death claimants. In exchange for a share of the beneficial interest in the WD Trust, the claimants will be forever barred, estopped, and enjoined from asserting claims against the released parties, which includes the insurance companies. * Holders of allowed derailment moral damages and personal-injury claims are in line for over C$34 million. * Holders of allowed derailment property damage claims are to receive over C$28 million. * Holders of allowed derailment subrogated insurance claims will receive over C$11 million. * If the aggregate value of the derailment property damage claims is reduced below C$75 million, any difference between C$75 million and the revised aggregate value of these claims will be allowed and added, on a pro-rated basis, to the value of the other derailment claims. With respect to non-derailment claims, the estate representative will distribute the Debtor's cash and convert to cash all other remaining property of the Debtor, including causes of action. The Plan provides: * Assets are expected to be sufficient to pay all administrative expense claims and priority tax claims. * Holders of secured claims are unimpaired. * General unsecured claims are estimated at $22 million. Depending on the amount of residual assets, which is dependent on the outcome of litigation or settlements, holders of allowed general unsecured claims will receive distributions on a range of 3% to 71% of the allowed amount of their claims. * There will be no recovery for holders of subordinated claims unless and until all allowed general unsecured claims are paid in full. At this time, the Trustee does not expect that holders of subordinated claims will receive anything under the Plan. * There will be no recovery for holders of equity interests unless and until all allowed claims are paid in full. At this time, the Trustee does not expect that holders of equity interests will receive any distributions under the Plan. Holders of derailment claims and unsecured claims are impaired and thus entitled to vote on the Plan. As holders of subordinated claims and equity interests won't be receiving anything, they're deemed to reject the Plan. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/Montreal_M_Liq_Plan_DS.pdf 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. MOSS FAMILY: Can Hire Beachwalk Realty as Broker ------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Indiana authorized Moss Family Limited Partnership and Beachwalk LP to employ Beachwalk Realty LLC as their broker to sell certain property named Lot 136B located at 102 Mary Lane in Michigan City, Indiana. Thomas J. Moss, broker with the firm, assured the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Moss Family Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on July 17, 2012. Judge Harry C. Dees, Jr., presides over the case. Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C., represents the Debtors. Moss Family disclosed $6,609,576 in assets and $6,299,851 in liabilities as of the Chapter 11 filing. The Debtors' Amended Joint Chapter 11 Plan dated Dec. 3, 2013, provides that unsecured claims will be fully paid and satisfied by use of the proceeds from the sale of LaPorte Judgment Lien Property. NAARTJIE CUSTOM: Court Dismisses Chapter 11 Bankruptcy Case ----------------------------------------------------------- The Hon. William T. Thurman of the U.S. Bankruptcy Court for the District of Utah will overrule the objection of Patrick S. Layng, the U.S. Trustee for Region 19, to the motion to dismiss the Chapter 11 case filed by Naartjie Custom Kids, Inc., and the Official Committee of Unsecured Creditors. A full-text copy of Judge Thurman's memorandum decision is available for free at http://is.gd/ayKvI6 As reported in the Troubled Company Reporter on June 19, 2015, according to the U.S. Trustee, after nine months in chapter 11, and after the liquidation of all of its assets, the Debtor has proposed a "structured dismissal" of the case instead of proposing a simple liquidating plan of reorganization. The U.S. Trustee said the U.S. Bankruptcy Court for the District of Utah must deny the motion to dismiss because, among other things: 1. the Bankruptcy Code does not provide any statutory authority for such dismissals; and 2. the proposed structured dismissal of the case does not provide creditors with the rights and notice provided and required under Section 1129 of the Bankruptcy Code. As reported in the Troubled Company Reporter on May 18, 2015, the Debtor and the Committee, in their motion, noted that confirmation of a plan and conversion of the Chapter 11 case will only require additional expenses. The Debtor's counsel, Jeffrey M. Armington, Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah, related that (a) the Debtor has completed its claims reconciliation process, (b) the Debtor has completed the sale of its interests in its wholly owned South African subsidiary ZA One Proprietary Limited and the Debtor's intellectual property to Truworths Limited, and all of the proceeds of the sales due to the Debtor have been transferred to the Debtor's estate, (c) the Debtor has complied with all of the terms and conditions of the Settlement Term Sheet and the settlement order, (d) the Debtor has given at least 14 days' notice to all parties listed on the creditor matrix in the Chapter 11 case of its estimated distribution of funds pursuant to the settlement term sheet, and that objections to the estimated distribution of funds, if any, have been withdrawn, waived, settled or overruled, (e) all U.S. Trustee fees attributable to the Debtor have been paid in full, and (f) the Court has entered orders with respect to final fee applications. Mr. Armington further related that the Debtor and the Creditors' Committee have conferred with Target Ease International and the Secured Noteholders, who are members of the Settlement Parties, and both parties supported the motion. Mr. Armington asserted that the Debtor has sold substantially all of its assets and the remaining funds can most efficiently be distributed through a dismissal as opposed to a plan, which would only serve to substantially increase the administrative expenses and threaten and delay recoveries to creditors. With few remaining assets to administer, conversion to Chapter 7 would impose additional administrative costs with no corresponding benefit to the Debtor's creditors, Mr. Armington further asserted. About Naartjie Custom Kids Naartjie Custom Kids, Inc., which designs, manufactures and sells children's clothing, accessories and footwear for ages newborn through 10 years old, sought protection under Chapter 11 of the Bankruptcy Code on Sept. 12, 2014 (Bankr. D. Utah Case No. 14-29666). The case is assigned to Judge William T. Thurman. The Debtor's counsel is Annette W. Jarvis, Esq., Jeffrey M. Armington, Esq., Benjamin J. Kotter, Esq., and Michael F. Thomson, Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah. The Official Committee of Unsecured Creditors is represented by Pachulski Stang Ziehl & Jones LLP as its counsel. Ray Quinney & Nebeker P.C. serves as local counsel. FTI Consulting, Inc. serves as its financial advisor. NATHAN REUTER: 8th Cir. Tosses Appeal Over Default Judgment ------------------------------------------------------------ The United States Court of Appeals for the Eighth Circuit ruled on Nathan and Kathleen Reuter's appeals in the case captioned Tana S. Cutcliff; James A. Fields; Joshua P. Haeflinger; LaDonna S. Henderson, (as Trustee for LaDonna S. Henderson Living Trust); Patricia A. Reitz, (as Trustee for Frances L. Reitz Trust); Terry J. Schippers; James D. Teegarden, II; Michael S. Trom; James D. Fields, Plaintiffs-Appellees, v. Nathan Paul Reuter; Vertical Group, LLC, Defendants, Kathleen Reuter, Intervenor-Appellant, Tana S. Cutcliff; James A. Fields; Joshua P. Haeflinger; LaDonna S. Henderson, (as Trustee for LaDonna S. Henderson Living Trust); Patricia A. Reitz, (as Trustee for Frances L. Reitz Trust); Terry J. Schippers; James D. Teegarden, II; Michael S. Trom; James D. Fields, Plaintiffs-Appellees, v. Nathan Paul Reuter, Defendant-Appellant, Vertical Group, LLC, Defendant, Kathleen Reuter, Intervenor, NOS. 14-1429, 14-1730 (8th Cir.). A lawsuit was brought against Nathan Reuter and Vertical Group, LLC for their alleged roles in perpetrating a scheme where victims were "lured" into making "high-yield, zero-risk investment" from which their money was "appropriated." Shortly after the district court entered an order of default against Vertical Group, Nathan filed for Chapter 11 bankruptcy. The bankruptcy court found that the plaintiffs' claims against Nathan were non-dischargeable and rejected his Chapter 11 plan. The court also determined that Nathan's bankruptcy estate acquired his interest in the Kathleen S. Reuter Revocable Trust, a trust into which Nathan and his wife, Kathleen Reuter, had transferred assets before his bankruptcy was filed. The court later converted Nathan's bankruptcy to a Chapter 7 bankruptcy. The bankruptcy trustee tried to reach the assets in the Kathleen Trust. The plaintiffs also sought to reach the assets in the Kathleen Trust to collect the Vertical Group judgment from the assets of the trust that have been determined to be property of Nathan's bankruptcy estate. The matter was referred to bankruptcy court. The bankruptcy court recommended awarding actual damages, punitive damages, and attorneys' fees to the plaintiffs. The district court adopted the bankruptcy court's proposed findings of fact and conclusions of law and entered a default judgment against Vertical Group. Nathan and Kathleen each lodged an appeal. Vertical Group did not. The appellate court dismissed Nathan's appeal for lack of standing. It explained that because Nathan's powers as a co-trustee became the property of his bankruptcy estate, it is the bankruptcy trustee, as the legal representative of the bankrupt estate, who has the capacity to sue and be sued. Kathleen, however, has standing to appeal due to her interest with respect to the Kathleen Trust. The 8th Circuit affirmed the district court's judgment as to Kathleen's appeal. It held that referring the proceeding to the bankruptcy court was permitted by 28 U.S.C. Section 157(a) because the plaintiffs intended to use a judgment in this case to access a trust in which Nathan's bankruptcy estate has rights. The appellate court also found no abuse of discretion in awarding punitive damages without an evidentiary hearing. A copy of the June 30, 2015 decision is available at http://is.gd/3eeTvpfrom Leagle.com. Nathan Paul Reuter sought Chapter 11 protection (Bankr. W.D. Mo. Case No. 07-21128) on July 27, 2007; was represented by James F. B. Daniels, Esq., at McDowell Rice Smith & Buchanan, P.C.; and estimated less than $1 million in assets and more than $1 million in debts at the time of the filing. NET DATA: Has Until Sept. 21 to Assume or Reject Unexpired Leases ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California extended until Sept. 21, 2015, Net Data Centers, Inc.'s time to assume or rejects its leases of nonresidential real property located at 2260 East El Segundo Boulevard, El Segundo, California, and 600 West 7th Street, Suite 520, 550 and 560, Los Angeles, California. The Debtor is a party to nine unexpired leases of non-residential real property, on which it operates eight data centers, four in New Jersey and Virginia (involving five leases), and four in Los Angeles County (involving three leases), and a corporate office located in El Segundo, California. The nine leases are grouped with four landlords. The Court also ordered that the Debtor will pay accruing postpetition rent and charges under the terms of its leases with the Digital Realty Landlords. In the event any postpetition lease obligation under either of Debtor's leases with the Digital Realty Landlords is not timely paid, the affected landlord may serve written notice of default to Debtor and Debtor's attorneys. If Debtor fails to cure the default within 14 calendar days, the affected landlord may file and serve a declaration under penalty of perjury specifying the default and notice of default given hereunder, together with a proposed order rejecting the particular lease, which the Court may grant without further notice or hearing. On June 10, the Digital Realty Landlords submitted their limited objection with respect to data centers located in El Segundo and downtown Los Angeles, California, stating that given the Debtor's irregular postpetition rent payments, any extension of time under Bankruptcy Code Section 365(d)(4)(B), if timely granted, must be conditioned on Debtor's prompt and timely payment of accruing postpetition rent and charges. DuPont Fabros Technology, L.P., et al., Lemur Properties LLC, Grizzly Ventures LLC, Fox Properties LLC, and Whale Ventures LLC, in their limited objection to the motion, stated that as of the June 10 filing of the objection, the Debtor failed to pay an rent at all for June on any of the Dupont leases, which was due June 1, 2015. According to DuPont parties, they do not oppose to an extension, they just wanted immediate payment of the June rent and continued performance and timely payment in full of all postpetition rent due under the DuPont leases. The Debtor has replied to the objection of DRT, stating that it has completed its business stabilization plan and is prepared to reject unprofitable leases as it downsizes to achieve profitability. Landlords Digital 2260 East El Segundo, LLC and GIP 7th Street, LLC are represented by: Michael S. Greger, Esq. ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP 1900 Main Street, 5th Floor Irvine, CA 92614-7321 Tel: (949) 553-1313 Fax: (949) 553-8354 - and - Ivan M. Gold, Esq. ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP Three Embarcadero Center, 12th Floor San Francisco, CA 94111-4074 Tel: (415) 837-1515 Fax: (415) 837-1516 Dupont Fabros Technology, L.P., et al., are represented by: Robert L. Eisenbach III, Esq. J. Michael Kelley, Esq. COOLEY LLP 101 California Street, 5th Floor San Francisco, CA 94111-580 Tel: (415) 693-2000 Fax: (415) 693-2222 E-mail: reisenbach@cooley.com 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 Tel: (818) 501-1141 Fax: (818) 501-1241 E-mail: pab@pablaw.org lew@landaunet.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. NET ELEMENT: Amends 40 Million Shares Resale Prospectus ------------------------------------------------------- Net Element, Inc. filed with the Securities and Exchange Commission an amended Form S-3 registration statement relating to the resale, from time to time, in one or more offerings, by certain selling securityholders, of up to 40,000,000 shares of Common Stock of Net Element, Inc., in amounts, at prices, and on terms that will be determined at the time these securities are offered. This amount is calculated based on an expected: (i) 18,800,000 shares of Common Stock that are issuable upon conversion of an aggregate principal amount of $5,000,000 and interest of 7% per annum on Senior Convertible Notes; and (ii) 21,200,000 shares of Common Stock, which equals the estimated number of shares of Common Stock underlying certain warrants issued in connection with the Notes, which shares of Common Stock the Company is contractually obligated to reserve for issuance in connection with the exercise of the Warrants. The Company's Common Stock is listed on The NASDAQ Capital Market under the symbol "NETE." On July 20, 2015, the last reported price of a share of the Company's Common Stock on The NASDAQ Capital Market was $0.22. A copy of the Form S-3/A is available at http://is.gd/suVUEM About Net Element Miami, Fla.-based Net Element International, Inc., formerly Net Element, Inc., currently operates several online media Web sites in the film, auto racing and emerging music talent markets. Net Element reported a net loss of $10.18 million on $21.2 million of net revenues for the 12 months ended Dec. 31, 2014, compared to a net loss of $48.3 million on $18.7 million of net revenues for the 12 months ended Dec. 31, 2013. As of March 31, 2015, the Company had $14.02 million in total assets, $10.3 million in total liabilities and $3.73 million in total stockholders' equity. BDO USA, LLP, in Miami, Florida, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2014. The accounting firm said that the Company has suffered recurring losses from operations and has used substantial amounts of cash to fund its operating activities that raise substantial doubt about its ability to continue as a going concern. NORTHEAST HOUSING: Moody's Affirms Ba1 Rating on Series 2007-A -------------------------------------------------------------- Moody's Investors Service, has affirmed the Ba1 rating on Northeast Housing LLC's (PA) Taxable Military Housing Revenue Refunding Bonds, Series 2007-A Class I. The outlook on Class I debt has been revised to positive. Moody's has upgraded to Ba3 from B1 Series 2007-B Class II debt. The outlook on Class II debt is stable. -- Series 2007-A-1 (Class I) $251,950,000 outstanding, affirmed at Ba1 with positive outlook; -- Series 2007-A-2 (Class I) $24,340,000 outstanding, affirmed at Ba1 with positive outlook; and -- Series 2007-B (Class II) $69,085,000 outstanding, upgraded to Ba3 with stable outlook. SUMMARY RATING RATIONALE The rating actions are based on solid financial performance, improved occupancy, and an increase in the basic allowance for housing (BAH) for 2015. In addition, the project's debt service reserve fund is funded by a surety bond provided by Ambac Assurance Corporation (unrated by Moody's). OUTLOOK The positive outlook on Class I debt is based on strong financial performance and BAH increases. The stable outlook on Class II debt is based on the project's financial position and performance which is sufficient to meet debt service. What Could Change the Rating Up -- Improvement of financial performance and achievement of high occupancy levels for several more reporting periods -- Cash funding of debt service reserve fund, replacement of the surety provider or an upgrade of the current surety bond provider while maintaining strong financial performance What Could Change the Rating Down -- Stressed occupancy levels or decline in the BAH that results in a significant decline in debt service coverage -- Unexpected spike in operating expenses which materially reduces revenue available to pay debt service -- Downsizing or closure of any of the seven naval installations that support the housing units OBLIGOR PROFILE Northeast Housing, LLC (the Issuer) was formed as a Delaware limited liability company on November 1, 2004 for the purpose of leasing, constructing, rehabilitating, developing, operating and selling properties at 7 installations comprising Navy Northeast located in Maine, Rhode Island, Connecticut, New York, and New Jersey. LEGAL SECURITY The bonds are special limited obligations of the issuer, as such, the bonds are secured solely by the revenues and trust estate assets pledged to bondholders pursuant to the Master Trust Indenture and Security Agreement. USE OF PROCEEDS Not Applicable. OAKLAND PHYSICIANS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Oakland Physicians Medical Center, LL.C. c/o Butzel Long Thomas B. Radom 41000 Woodward Avenue Stoneridge West Bloomfield Hills, MI 48304 Case No.: 15-51011 Nature of Business: Health Care Chapter 11 Petition Date: July 22, 2015 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Hon. Walter Shapero Debtor's Counsel: Thomas B. Radom, Esq. BUTZEL LONG, A PROFESSIONAL CORPORATION 41000 Woodward Avenue Bloomfield Hills, MI 48304 Tel: (248) 258-1413 Fax: (248) 258-1439 Email: Radom@butzel.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Yatinder M. Singhal, M.D., member/chairman of the Board. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mieb15-51011.pdf PATRIOT COAL: $45,000 in Claims Transferred Between June & July --------------------------------------------------------------- In the Chapter 11 cases of Patriot Coal Corp. and its affiliated debtors, 3 claims switched hands between June 24, 2015, and July 16, 2015: Transferee Transferor Claim Amount ---------- ---------- ------------ Claims Recovery Group LLC Cross Pump And $8,022.00 Equipment Co Claims Recovery Group LLC Grace Equipment Co $11,000.00 Claims Recovery Group LLC Greer Industries Inc $26,039.28 About Patriot Coal Patriot Coal Corporation is a producer and marketer of coal in the United States. Patriot and its subsidiaries control 1.4 billion tons of proven and probable coal reserves -- including owned and leased assets in the Central Appalachia basin (in West Virginia and Ohio) and Southern Illinois basin (in Kentucky and Illinois) and their operations consist of eight active mining complexes in West Virginia. Patriot Coal first sought Chapter 11 protection on July 9, 2012, and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan from the U.S. Bankruptcy Court for the Eastern District of Missouri. The plan turned over most of the ownership of the company to bondholders that include New York hedge fund Knighthead Capital Management LLC. The linchpins of the plan were a global settlement among the Debtors, the United Mine Workers of America, and two third parties -- Peabody Energy Corporation and Arch Coal, Inc. -- and a commitment by a consortium of creditors, led by Knighthead, to backstop two rights offerings that funded the plan. Patriot Coal Corporation and its subsidiaries commenced new Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond, Virginia, on May 12, 2015. The cases are assigned to Judge Keith L. Phillips. The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock L.L.P., as co-counsel; Centerview Partners LLC as investment bankers; Alvarez & Marsal North America, LLC, as restructuring advisors; and Prime Clerk LLC, as claims and administrative agent. The U.S. trustee overseeing the Chapter 11 case of Patriot Coal Corp. appointed seven creditors of the company to serve on the official committee of unsecured creditors. Patriot Coal estimated more than $1 billion in assets and debt. PATRIOT COAL: Alvarez & Marsal OK'd as Chief Restructuring Officer ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Virginia authorized Patriot Coal Corporation, et al., to (i) employ Alvarez & Marsal North America LLC to provide a chief restructuring officer and other personnel, and (ii) designate Raymond Edward Dombrowski, Jr., as the Debtor's CRO. A&M will apply any amounts of its prepetition retainer remaining, as a credit toward postpetition fees and expenses, after such postpetition fees and expenses are approved pursuant to the first order of the Court awarding fees and expenses to A&M. For the month of April 2015, A&M will receive a fixed fee of $150,000 a month for the services of Mr. Dombrowski and a fixed fee of $250,000 for two additional personnel. As of May 1, 2015, A&M will be paid a monthly fee of $650,000 for full time engagement personnel (including Mr. Dombrowski) as well as such other personnel as necessary for claims administration, preparation of statements and schedules, bankruptcy reporting and facilitation of due diligence requests from various constituencies. Should additional engagement personnel be required, the fees for those services will be based on these hourly rates: Managing Directors $750 to $950 Directors $550 to $750 Analysts/Associates $350 to $550 In addition to the fees, A&M will, subject to the discretion of the Debtors' Board and the approval of the Bankruptcy Court, be permitted to seek as additional compensation a completion fee of up to $3 million. A&M will be reimbursed for its reasonable out-of-pocket expenses. About Patriot Coal Patriot Coal Corporation is a producer and marketer of coal in the United States. Patriot and its subsidiaries control 1.4 billion tons of proven and probable coal reserves -- including owned and leased assets in the Central Appalachia basin (in West Virginia and Ohio) and Southern Illinois basin (in Kentucky and Illinois) and their operations consist of eight active mining complexes in West Virginia. Patriot Coal first sought Chapter 11 protection on July 9, 2012, and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan from the U.S. Bankruptcy Court for the Eastern District of Missouri. The plan turned over most of the ownership of the company to bondholders that include New York hedge fund Knighthead Capital Management LLC. The linchpins of the plan were a global settlement among the Debtors, the United Mine Workers of America, and two third parties -- Peabody Energy Corporation and Arch Coal, Inc. -- and a commitment by a consortium of creditors, led by Knighthead, to backstop two rights offerings that funded the plan. Patriot Coal Corporation and its subsidiaries commenced new Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond, Virginia, on May 12, 2015. The cases are assigned to Judge Keith L. Phillips. Patriot Coal estimated more than $1 billion in assets and debt. The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock L.L.P., as co-counsel; Centerview Partners LLC as investment bankers; Alvarez & Marsal North America, LLC, as restructuring advisors; and Prime Clerk LLC, as claims and administrative agent. The U.S. trustee overseeing the Chapter 11 case of Patriot Coal Corp. appointed seven creditors of the company to serve on the official committee of unsecured creditors. The directed the U.S. Trustee to form an official committee of retirees at the behest of Patriot Coal Non-Union Retiree VEBA. * * * The deadline to file bids for the Debtors' assets is Sept. 4, 2015, at 5:00 p.m. An auction will take place on Sept. 9, at 10:00 a.m. Patriot Coal has filed with the Bankruptcy Court a letter of intent for a proposed sale of a substantial majority of its operating assets to Blackhawk Mining, LLC, as well as a motion outlining bidding procedures. Under the terms of the letter of intent, Blackhawk would issue to Patriot's secured lenders new debt securities totaling approximately $643 million plus Class B Units providing them an ownership stake in Blackhawk. In addition, Blackhawk would assume or replace surety bonds supporting reclamation and related liabilities associated with the purchased assets. PATRIOT COAL: Centerview Partners Approved as Investment Banker --------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia authorized Patriot Coal Corporation, et al., to employ Centerview Partners LLC as investment banker, nunc pro tunc to the Petition Date. Centerview Partners is expected to provide: a. general financial advisory and investment banking services; b. restructuring services; c. sale services:; and d. financing services. The Debtors intend for Centerview's services to complement, and not duplicate, the services to be rendered by any other professional retained in the cases. Marc D. Puntus, a partner at Centerview and the co-head of its Debt Advisory and Restructuring Group, tells the Court that the Debtor agreed to these fee structure, among other things: 1. a monthly financial advisory fee of $175,000; 2. a transaction fee contingent upon the consummation of such restructuring or comprehensive sale and payable at the closing thereof equal to $7,000,000; 3. a partial sale transaction fee equal to 2.0% of aggregate consideration, contingent upon the consummation of any such partial sale and payable at the closing thereof; and 4. a federal sale transaction fee equal to 2.0% of the aggregate consideration. Prior to the Petition Date, the Debtors paid Centerview an initial retainer fee of $150,000 in November 2014 and an additional retainer fee of $175,000 in April 2015. In addition, the Debtors paid $175,000 in Monthly Advisory Fees for the months of March, April, and May and $41,003 as reimbursement for Centerview's expenses billed through May 11, 2015, all pursuant to the terms of the engagement letter. As of the Petition Date, Centerview did not hold a prepetition claim against the Debtors for fees or expenses related to services rendered in connection with the engagement. To the best of the Debtor's knowledge, Centerview is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Patriot Coal Patriot Coal Corporation is a producer and marketer of coal in the United States. Patriot and its subsidiaries control 1.4 billion tons of proven and probable coal reserves -- including owned and leased assets in the Central Appalachia basin (in West Virginia and Ohio) and Southern Illinois basin (in Kentucky and Illinois) and their operations consist of eight active mining complexes in West Virginia. Patriot Coal first sought Chapter 11 protection on July 9, 2012, and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan from the U.S. Bankruptcy Court for the Eastern District of Missouri. The plan turned over most of the ownership of the company to bondholders that include New York hedge fund Knighthead Capital Management LLC. The linchpins of the plan were a global settlement among the Debtors, the United Mine Workers of America, and two third parties -- Peabody Energy Corporation and Arch Coal, Inc. -- and a commitment by a consortium of creditors, led by Knighthead, to backstop two rights offerings that funded the plan. Patriot Coal Corporation and its subsidiaries commenced new Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond, Virginia, on May 12, 2015. The cases are assigned to Judge Keith L. Phillips. Patriot Coal estimated more than $1 billion in assets and debt. The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock L.L.P., as co-counsel; Centerview Partners LLC as investment bankers; Alvarez & Marsal North America, LLC, as restructuring advisors; and Prime Clerk LLC, as claims and administrative agent. The U.S. trustee overseeing the Chapter 11 case of Patriot Coal Corp. appointed seven creditors of the company to serve on the official committee of unsecured creditors. The directed the U.S. Trustee to form an official committee of retirees at the behest of Patriot Coal Non-Union Retiree VEBA. * * * The deadline to file bids for the Debtors' assets is Sept. 4, 2015, at 5:00 p.m. An auction will take place on Sept. 9, at 10:00 a.m. Patriot Coal on June 3 disclosed that it has filed with the Bankruptcy Court a letter of intent for a proposed sale of a substantial majority of its operating assets to Blackhawk Mining, LLC, as well as a motion outlining bidding procedures. The contemplated transaction would be consummated pursuant to a chapter 11 plan and is subject to documentation of a definitive asset purchase agreement, bankruptcy court approval of the sale, confirmation of a chapter 11 plan, and other customary conditions. Patriot's mining operations and customer shipments will continue in the ordinary course during the sale process. Under the terms of the letter of intent, Blackhawk would issue to Patriot's secured lenders new debt securities totaling approximately $643 million plus Class B Units providing them an ownership stake in Blackhawk. In addition, Blackhawk would assume or replace surety bonds supporting reclamation and related liabilities associated with the purchased assets. PATRIOT COAL: Court Orders Formation of Retiree Committee --------------------------------------------------------- The Hon. Keith L. Phillips of the Bankruptcy Court for the Eastern District of Virginia has entered an order directing the U.S. Trustee to appoint an official retiree committee pursuant to Section 1114(d) of the Bankruptcy Code as the exclusive authorized representative of all of non-union retirees in the Chapter 11 cases of Patriot Coal Corporation, et al. The Court also ordered that professional legal fees incurred on behalf of the Retiree Committee chargeable to the Debtors will not exceed $235,000.00 (exclusive of costs) unless otherwise agreed to by the Debtors or by further order of the Court. As reported in the Troubled Company Reporter on June 26, 2015, reported that the Patriot Coal Non-Union Retiree VEBA, on behalf of itself and its board members in their personal capacity, Patriot Coal retirees John Wills, Jim Gillenwater and John Knab, along with retiree Liz Wills and other similarly-situated non-union retirees, asked the Court to direct the appointment of an official committee of retirees pursuant to Section 1114 of the Bankruptcy Code. About Patriot Coal Patriot Coal Corporation is a producer and marketer of coal in the United States. Patriot and its subsidiaries control 1.4 billion tons of proven and probable coal reserves -- including owned and leased assets in the Central Appalachia basin (in West Virginia and Ohio) and Southern Illinois basin (in Kentucky and Illinois) and their operations consist of eight active mining complexes in West Virginia. Patriot Coal first sought Chapter 11 protection on July 9, 2012, and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan from the U.S. Bankruptcy Court for the Eastern District of Missouri. The plan turned over most of the ownership of the company to bondholders that include New York hedge fund Knighthead Capital Management LLC. The linchpins of the plan were a global settlement among the Debtors, the United Mine Workers of America, and two third parties -- Peabody Energy Corporation and Arch Coal, Inc. -- and a commitment by a consortium of creditors, led by Knighthead, to backstop two rights offerings that funded the plan. Patriot Coal Corporation and its subsidiaries commenced new Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond, Virginia, on May 12, 2015. The cases are assigned to Judge Keith L. Phillips. Patriot Coal estimated more than $1 billion in assets and debt. The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock L.L.P., as co-counsel; Centerview Partners LLC as investment bankers; Alvarez & Marsal North America, LLC, as restructuring advisors; and Prime Clerk LLC, as claims and administrative agent. The U.S. trustee overseeing the Chapter 11 case of Patriot Coal Corp. appointed seven creditors of the company to serve on the official committee of unsecured creditors. The directed the U.S. Trustee to form an official committee of retirees at the behest of Patriot Coal Non-Union Retiree VEBA. * * * The deadline to file bids for the Debtors' assets is Sept. 4, 2015, at 5:00 p.m. An auction will take place on Sept. 9, at 10:00 a.m. Patriot Coal filed with the Bankruptcy Court a letter of intent for a proposed sale of a substantial majority of its operating assets to Blackhawk Mining, LLC, as well as a motion outlining bidding procedures. Under the terms of the letter of intent, Blackhawk would issue to Patriot's secured lenders new debt securities totaling approximately $643 million plus Class B Units providing them an ownership stake in Blackhawk. In addition, Blackhawk would assume or replace surety bonds supporting reclamation and related liabilities associated with the purchased assets. PATRIOT COAL: DIP Lenders File Rule 2019 Statement -------------------------------------------------- A group of lenders that committed to provide $100 million loan to get Patriot Coal Corp. and its affiliates through bankruptcy filed a statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. In the court filing, the lenders disclosed that Kramer Levin Naftalis & Frankel LLP and McGuireWoods LLP serve as their legal counsel in connection with the companies' Chapter 11 cases. The lenders are comprised of funds and accounts managed or advised by Knighthead Capital Management LLC, Caspian Capital LP, Midtown Acquisitions LP, and Hudson Bay Absolute Return Credit Opportunities Master Fund Ltd. The lenders hold a majority of Patriot's outstanding $247 million senior secured term loan facility, and approximately 75% of the company's $306 million 15% second lien PIK toggle notes due December 15, 2023, according to the court filing. About Patriot Coal Patriot Coal Corporation is a producer and marketer of coal in the United States. Patriot and its subsidiaries control 1.4 billion tons of proven and probable coal reserves -- including owned and leased assets in the Central Appalachia basin (in West Virginia and Ohio) and Southern Illinois basin (in Kentucky and Illinois) and their operations consist of eight active mining complexes in West Virginia. Patriot Coal first sought Chapter 11 protection on July 9, 2012, and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan from the U.S. Bankruptcy Court for the Eastern District of Missouri. The plan turned over most of the ownership of the company to bondholders that include New York hedge fund Knighthead Capital Management LLC. The linchpins of the plan were a global settlement among the Debtors, the United Mine Workers of America, and two third parties -- Peabody Energy Corporation and Arch Coal, Inc. -- and a commitment by a consortium of creditors, led by Knighthead, to backstop two rights offerings that funded the plan. Patriot Coal Corporation and its subsidiaries commenced new Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond, Virginia, on May 12, 2015. The cases are assigned to Judge Keith L. Phillips. The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock L.L.P., as co-counsel; Centerview Partners LLC as investment bankers; Alvarez & Marsal North America, LLC, as restructuring advisors; and Prime Clerk LLC, as claims and administrative agent. The U.S. trustee overseeing the Chapter 11 case of Patriot Coal Corp. appointed seven creditors of the company to serve on the official committee of unsecured creditors. Patriot Coal estimated more than $1 billion in assets and debt. PATRIOT COAL: Kirkland and Ellis Approved as Bankruptcy Counsel --------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia has authorized Patriot Coal Corporation, et al., to employ Kirkland and Ellis International LLP as counsel, nunc pro tunc to Petition Date. The Court also authorized the employment of Kutak Rock LLP as co-counsel. Stephen E. Hessler, partner at K&E, told the Court that K&E's hourly rates are: Billing Category U.S. Range ---------------- ---------- Partners $665 - $1,375 Of Counsel $480 - $1,245 Associates $480 - $890 Paraprofessionals $170 - $380 In the 90 days prior to the Petition Date, the Debtors made classic retainer payments to K&E totaling $3,250,000 in the aggregate. Mr. Hessler assured the Court that K&E is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Patriot Coal Patriot Coal Corporation is a producer and marketer of coal in the United States. Patriot and its subsidiaries control 1.4 billion tons of proven and probable coal reserves -- including owned and leased assets in the Central Appalachia basin (in West Virginia and Ohio) and Southern Illinois basin (in Kentucky and Illinois) and their operations consist of eight active mining complexes in West Virginia. Patriot Coal first sought Chapter 11 protection on July 9, 2012, and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan from the U.S. Bankruptcy Court for the Eastern District of Missouri. The plan turned over most of the ownership of the company to bondholders that include New York hedge fund Knighthead Capital Management LLC. The linchpins of the plan were a global settlement among the Debtors, the United Mine Workers of America, and two third parties -- Peabody Energy Corporation and Arch Coal, Inc. -- and a commitment by a consortium of creditors, led by Knighthead, to backstop two rights offerings that funded the plan. Patriot Coal Corporation and its subsidiaries commenced new Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond, Virginia, on May 12, 2015. The cases are assigned to Judge Keith L. Phillips. Patriot Coal estimated more than $1 billion in assets and debt. The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock L.L.P., as co-counsel; Centerview Partners LLC as investment bankers; Alvarez & Marsal North America, LLC, as restructuring advisors; and Prime Clerk LLC, as claims and administrative agent. The U.S. trustee overseeing the Chapter 11 case of Patriot Coal Corp. appointed seven creditors of the company to serve on the official committee of unsecured creditors. The directed the U.S. Trustee to form an official committee of retirees at the behest of Patriot Coal Non-Union Retiree VEBA. * * * The deadline to file bids for the Debtors' assets is Sept. 4, 2015, at 5:00 p.m. An auction will take place on Sept. 9, at 10:00 a.m. Patriot Coal on June 3 disclosed that it has filed with the Bankruptcy Court a letter of intent for a proposed sale of a substantial majority of its operating assets to Blackhawk Mining, LLC, as well as a motion outlining bidding procedures. The contemplated transaction would be consummated pursuant to a chapter 11 plan and is subject to documentation of a definitive asset purchase agreement, bankruptcy court approval of the sale, confirmation of a chapter 11 plan, and other customary conditions. Patriot's mining operations and customer shipments will continue in the ordinary course during the sale process. Under the terms of the letter of intent, Blackhawk would issue to Patriot's secured lenders new debt securities totaling approximately $643 million plus Class B Units providing them an ownership stake in Blackhawk. In addition, Blackhawk would assume or replace surety bonds supporting reclamation and related liabilities associated with the purchased assets. PATRIOT COAL: Morgan Lewis Files Rule 2019 Statement ---------------------------------------------------- John Goodchild III, Esq., at Morgan, Lewis & Bockius LLP, in Philadelphia, Pennsylvania, disclosed that his firm serves as counsel to these creditors in the Chapter 11 cases of Patriot Coal Corp. and its affiliated debtors: (1) United Mine Workers of America 1974 Pension Trust 2121 K Street N.W. Washington, DC 20037 (2) United Mine Workers of America 1992 Benefit Plan 2121 K Street N.W. Washington, DC 20037 (3) United Mine Workers of America Combined Benefit Fund 2121 K Street N.W. Washington, DC 20037 Mr. Goodchild disclosed that the firm represents the creditors in their capacity as health and retirement benefit plans to which certain of the Debtors have historically contributed. Each creditor may hold claims against or interests in the Debtors, Mr. Goodchild also said in a statement he filed in court pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. About Patriot Coal Patriot Coal Corporation is a producer and marketer of coal in the United States. Patriot and its subsidiaries control 1.4 billion tons of proven and probable coal reserves -- including owned and leased assets in the Central Appalachia basin (in West Virginia and Ohio) and Southern Illinois basin (in Kentucky and Illinois) and their operations consist of eight active mining complexes in West Virginia. Patriot Coal first sought Chapter 11 protection on July 9, 2012, and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan from the U.S. Bankruptcy Court for the Eastern District of Missouri. The plan turned over most of the ownership of the company to bondholders that include New York hedge fund Knighthead Capital Management LLC. The linchpins of the plan were a global settlement among the Debtors, the United Mine Workers of America, and two third parties -- Peabody Energy Corporation and Arch Coal, Inc. -- and a commitment by a consortium of creditors, led by Knighthead, to backstop two rights offerings that funded the plan. Patriot Coal Corporation and its subsidiaries commenced new Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond, Virginia, on May 12, 2015. The cases are assigned to Judge Keith L. Phillips. The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock L.L.P., as co-counsel; Centerview Partners LLC as investment bankers; Alvarez & Marsal North America, LLC, as restructuring advisors; and Prime Clerk LLC, as claims and administrative agent. The U.S. trustee overseeing the Chapter 11 case of Patriot Coal Corp. appointed seven creditors of the company to serve on the official committee of unsecured creditors. Patriot Coal estimated more than $1 billion in assets and debt. PODS LLC: Moody's Confirms 'B2' Corporate Family Rating ------------------------------------------------------- Moody's Investors Service confirmed the Corporate Family Rating (CFR) and Probability of Default Rating of PODS LLC (PODS) at B2 and B2-PD, respectively. Concurrently, Moody's confirmed the ratings of the company's $50 million revolving credit facility, $410 million first lien term loan and $150 million second lien term loan at B1, B1 and Caa1, respectively. The rating outlook is stable. 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. The confirmation reflects PODS' improved leverage as a result of the aforementioned revision to Moody's approach for capitalizing operating leases, offset by the company's still-elevated leverage profile of nearly 6.0x for the last twelve months ending March 2015. RATINGS RATIONALE The B2 CFR and stable outlook incorporate Moody's expectation of continued revenue growth as the PODS concept expands further in the moving and storage industry. As well, the rating reflects the anticipated benefits from the full integration of recently acquired franchises and the favorable financial impact of their operational results and associated cost savings. Moody's believes the portable moving and storage idea is an efficient and useful market concept with above GDP growth potential. Introduced in 1998, PODS has the largest number of portable storage containers; however, certain companies in the moving and storage industries are attempting to compete, some of which aim to replicate the PODS offering to some degree. Balanced against the attractive revenue trajectory and market outlook, the company has a high debt burden of nearly 6.0x Debt/EBITDA on a Moody's adjusted basis for the last twelve months ending March 2015, although declining leverage from term loan repayments using excess free cash flow as acquisition activities slow supports the forward-looking ratings and stable outlook. The stable outlook reflects Moody's expectation over the next 12-18 months for revenue growth in the high single-digits, and operating margins increasing to 16%-17% as the franchise roll-up strategy bears fruit. The ratings could be downgraded if Debt/EBITDA increases above 6.5x, if free cash flow becomes negative or if EBIT/Interest approaches 1x. A weakening of liquidity, signaled by a sustained long-term draw under the company's revolving credit facility, would also create negative rating pressure. Moody's could consider upgrading PODS' ratings if, among other things, the company's Debt/EBITDA were to decline below 5.5x on a sustained basis, if FFO/Debt were to exceed 20%, and if EBIT/Interest were to exceed 2x, along with maintenance of a solid liquidity profile. PODS (R) provides residential and commercial services in the moving and storage industry in 46 US states, Canada, Australia and the UK. Founded in 1998, the PODS network has completed more than 500,000 long-distance moves, exceeded 2 million deliveries and has more than 150,000 PODS containers in service. We forecast annual revenue of about $400 million in 2015. PRIME HEALTHCARE: S&P Affirms 'B+' CCR & Rates Unsec. Notes 'B+' ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on acute-care hospital operator Prime Healthcare Services Inc. following the company's announcement that it is issuing debt to refinancing its existing term loan, fund a distribution to shareholders, and fund pending acquisitions. The outlook is stable. At the same time, S&P assigned its 'B+' issue-level rating and '3' recovery rating to Prime's proposed $700 million senior unsecured notes, reflecting S&P's expectation for meaningful (50%-70%, at the low end of the range) recovery in the event of payment default. "The affirmation follows Prime's announced refinancing. While leverage (excluding the run-rate pro forma EBITDA impact of pending acquisitions) is increasing to about 4.8x from about 4x as a result of the transaction, we expect leverage to decline to around 4x by the end of 2015 and to the mid-3x range by the end of 2016," said credit analyst Shannan Murphy. "This is consistent with our prior expectation that Prime would remain acquisitive, but that the pace of acquisitions will not impede the company's ability to maintain leverage between 3.5x and 4x over time and to generate funds from operations (FFO) to total debt in the high teens to low-20% area. This is consistent with our assessment of a "significant" financial risk profile." The rating outlook is stable, reflecting S&P's expectation that Prime will remain acquisitive, but that the company will be able to quickly integrate and turn around acquired hospitals, allowing it to sustain pro forma in the mid- to high-3x range over time. S&P could lower the rating if Prime encounters significant difficulty in integrating recently acquired hospitals, resulting in leverage that S&P expects to be sustained over 4x over time. Alternatively, S&P could also lower the rating if the company is meaningfully more acquisitive than we currently expect. Assuming no acquired EBITDA (because the company typically acquires unprofitable or minimally profitable hospitals), S&P believes the company has about $300 million of incremental debt capacity to pursue this same strategy at the current rating. This is in addition to S&P's base-case expectation of around $100 million in annual acquisition spending, which it assumes can be funded out of cash flow. A higher rating would require Prime to maintain leverage below 3x over time. Given the company's stated focus on acquisition-driven growth and its current closely held ownership structure, S&P views this as unlikely over the next year. QUICKSILVER RESOURCES: Management Team Meets with 2nd Lien Lenders ------------------------------------------------------------------ Certain members of Quicksilver Resources Inc.'s management were scheduled to meet on July 21, 2015, with certain of the Company's second lien lenders and noteholders and their respective advisors and representatives. During the meeting, the Company was expected to disclose certain prospective financial information, projections, operational data and other information to the Second Lien Lenders. The presentation was prepared by Houlihan Lokey, the Company's financial advisors in its Chapter 11 proceedings. A copy of the presentation is available at http://is.gd/F2F9yc The unaudited financial information, projections, operational data and other information were prepared solely in connection with these discussions and are being furnished only because they were provided to such parties. The projections do not purport to present the Company's financial condition in accordance with accounting principles generally accepted in the United States. The Company's independent accountants have not examined, compiled or otherwise applied procedures to the projections and, accordingly, do not express an opinion or any other form of assurance with respect to the projections. The projections were prepared for internal use, capital budgeting and other management decisions and are subjective in many respects and thus subject to interpretation. While they may be presented with numeric specificity, the projections reflect numerous assumptions made by management of the Company with respect to financial condition, business and industry performance, general economic, market and financial conditions, and other matters, all of which are difficult to predict, and many of which are beyond the Company's control. Accordingly, there can be no assurance that the assumptions made in preparing the projections will prove accurate. It is expected that there will be differences between actual and projected results, and the differences may be material, if actual events adversely differ from one or more of our key assumptions or due to the occurrence of unforeseen events occurring subsequent to the preparation of the projections. The inclusion of the projections in the presentation should not be regarded as an indication that the Company or its affiliates or representatives consider the projections to be a reliable prediction of future events, and the projections should not be relied upon as such. Neither the Company nor any of its affiliates or representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the projections, and none of them undertakes any obligation to publicly update the projections to reflect circumstances existing after the date when the projections were made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the projections are shown to be in error. About Quicksilver Resources Inc. Quicksilver Resources Inc. (OTCMKTS: KWKAQ) is an exploration and production company engaged in the development and production of long-lived natural gas and oil properties onshore North America from unconventional reservoirs including shale gas, and coal bed methane. Following more than 30 years of operating as a private company, Quicksilver became public in 1999. The Company has U.S. offices in Fort Worth, Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank, Montana. The Company's Canadian subsidiary, Quicksilver Resources Canada Inc., is headquartered in Calgary, Alberta. Quicksilver Resources Inc. and certain of its affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 15-10585) on March 17, 2015. Quicksilver's Canadian subsidiaries were not included in the chapter 11 filing. The bankruptcy cases are assigned to Judge Laurie Selber Silverstein. The Company's legal advisors are Akin Gump Strauss Hauer & Feld LLP in the U.S. and Bennett Jones in Canada. Richards Layton & Finger, P.A., is legal co-counsel in the cases. Houlihan Lokey Capital, Inc. is serving as financial advisor. Garden City Group Inc. is the claims and noticing agent. The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion in total assets, $2.35 billion in total liabilities and total stockholders' deficit of $1.14 billion. The U.S. Trustee for Region 3 appointed five creditors to serve on the official committee of unsecured creditors. The Committee retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel; and Landis Rath & Cobb LLP as Delaware counsel. It retained Capstone Advisory Group, LLC and Capstone Valuation Services, LLC as financial advisors; and Moelis & Company LLC as investment banker. ROADRUNNER ENTERPRISES: Lender Agrees to Continued Cash Use ----------------------------------------------------------- Judge Kevin R. Huennekens of the United States Bankruptcy Court for the Eastern District of Virginia, Richmond Division, approved a stipulation entered into by and between Roadrunner Enterprises, Inc., and Presidential Bank, FSB, to extend the period during which the Debtor may use cash collateral. The parties agreed that the Interim Cash Collateral Order will be modified as follows: as adequate protection for the Debtor's use of the cash collateral, on or before June 5, 2015, the Debtor will make payment to Presidential in the amount of $1,740, and on or before July 5, 2015, the Debtor will make payment to Presidential in the amount of $1,740. Roadrunner Enterprises, Inc. is represented by: David K. Spiro, Esq. Rachel A. Greenleaf, Esq. Hirschler Fleischer, P.C. The Edgeworth Building 2100 East Cary Street Post Office Box 500 Richmond, Virginia 23218 Tel.: 804 771-9500 Fax: 804 644-0957 Email: dspiro@hf-law.com rgreenleaf@hf-law.com Presidential Bank, FSB is represented by: Jonathan E. Levine, Esq. Nicole S. Allnut, Esq. Levine, Daniels & Allnut, PLLC 5311 Lee Highway Arlington, Virginia 22207 Tel.: 703 525-2668 Fax: 703 525-8393 Email: jonathan.levine@levinedaniels.com Nicole.allnut@levinedaniels.com The U.S. Trustee is represented by: Robert B. Van Arsdale, Esq. Office of the United States Trustee 701 East Broad Street Richmond, Virginia 23219 Tel.: 804 771-2310 Fax: 804 771-2330 Email: Robert B. Van Arsdale@usdoj.com About Roadrunner Enterprises Headquartered in Chesterfield County, Virginia, Roadrunner Enterprises Inc. owns the Roadrunner Campground and more than 70 rental properties, lots, and other real estate interests. Roadrunner Enterprises filed for Chapter 11 bankruptcy protection (Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015. The petition was signed by Carl Adenauer, president. David K. Spiro, Esq., at Hirschler Fleischer, P.C., serves as the Debtor's counsel. Judge Kevin R. Huennekens presides over the case. The Debtor estimated assets and liabilities of at least $10 million. SABINE OIL: Yang Steps Down as SVP-Land & Legal, Gen. Counsel ------------------------------------------------------------- Timothy D. Yang on July 20, 2015, resigned from his position as Senior Vice President, Land & Legal, General Counsel, Chief Compliance Officer and Secretary of Sabine Oil & Gas Corporation, effective July 24, 2015, to pursue other opportunities. Mr. Yang's resignation did not result from any disagreement with the Company regarding any matter related to the Company's operations, policies or practices. About Sabine Oil & Gas Sabine Oil & Gas Corp. is an independent energy company engaged in the acquisition, production, exploration, and development of onshore oil and natural gas properties in the U.S. The Company's current operations are principally located in the Cotton Valley Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in South Texas, the Granite Wash in the Texas Panhandle, and the North Louisiana Haynesville. The Company operates, or has joint working interests in, approximately 2,100 oil and gas production sites (approximately 1,800 operating and approximately 315 non-operating) and has approximately 165 full-time employees. Sabine Oil and its affiliated entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15, 2015. The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis International LLP, as counsel; Lazard Freres & Co. LLC, as investment banker, and Prime Clerk LLC as notice, claims and balloting agent. The Debtors also tapped Zolfo Cooper Management, LLC, to provide Jonathan A. Mitchell as CRO and other additional personnel. SANTA CRUZ BERRY: K&M Seeks to Buy Interest in Corralitos Farms --------------------------------------------------------------- K&M Enterprises, LLC, asks the United States Bankruptcy Court for the Northern District of California, San Jose Division, to lift the automatic stay imposed in the Chapter 11 cases of Santa Cruz Berry Farming Company, LLC, to allow the purchasing members of K&M to enforce their rights under a Buy/Sell Agreement dated January 1, 2003. K&M Enterprises, as agent for The Edward and M. Jean Kelly 1993 Revocable Trust as Amended, The Kelly Children's 23 LLC, The Edward and Linda Ortega Living Trust Dated June 19, 2003, The Carlos Ortega Living Trust Dated May 9, 2003, and Mario and Angelica Renteria, relates that under the Buy/Sell Agreement, purchasing members of K&M has the right to buy the interest of Debtor Corralitos Farms, LLC. The bankruptcy court will convene a hearing on August 14, 2015 at 10:00 a.m., to consider approval of the request. Santa Cruz Berry Farming Company, LLC, is represented by: Thomas A. Vogele, Esq. Brendan M. Loper, Esq. THOMAS VOGELE & ASSOCIATES, APC 3199 Airport Loop Road, Suite A-3 Costa Mesa, CA 92626 Tel.: 714 641-1232 Fax: 888 391-4105 Email: tvogele@tvalaw.com Bloper@tvalaw.com K& M Enterprises, LLC is represented by: Effie F. Anastassiou, Esq. Stephen J. Beals, Esq. ANASTASSIOU & ASSOCIATES 242 Capitol Street Post Office Box 2210 Salinas, CA 93902 Tel.: 831 754-2501 Fax: (831) 754-0621 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. SANTA CRUZ BERRY: Names R.F. Koontz as Responsible Individual ------------------------------------------------------------- Santa Cruz Berry Farming Company, LLC, filed with the to the United States Bankruptcy Court for the Northern District of California, San Jose Division, an application for an order designating Robert Fritz Koontz as Manager and Responsible Individual. The Debtor asserted that Mr. Koontz is familiar with the Debtor's assets and operations, and is competent to perform the duties and obligations of the debtor-in possession. Santa Cruz Berry Farming Company, LLC is represented by: Thomas A. Vogele, Esq. Brendan M. Loper, Esq. THOMAS VOGELE & ASSOCIATES, APC 3199 Airport Loop Road, Suite A-3 Costa Mesa, California 92626 Tel.: 714 641-1232 Fax: 888 391-4105 Email: tvogele@tvalaw.com 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. SANTA CRUZ BERRY: Wins Interim OK to Use Cash Collateral -------------------------------------------------------- Judge M. Elaine Hammond of the United States Bankruptcy Court for the Northern District of California gave Santa Cruz Berry Farming Company, LLC, further interim authority to use cash collateral securing its prepetition indebtedness. The Debtor has an immediate need to use cash collateral to continue its business operations and avoid immediate and irreparable harm. Creditor California Coastal Rural Development Corporation, Tom Lange Company, Inc., and Tom Lange Company International, Inc., complain that the secured lenders of the Debtors are not adequately protected. Further, the creditors believe that the Debtors will be unable to meet their stated projections for revenues to be derived from the sale of the crops, primarily because they have not hired a professional company to do the marketing and sale of the crops, since the relationship with TLC, its prior marketing firm, was abruptly terminated a few days ago. Without a professional company to market the Crops, the Debtors will be unable to secure the amount of income required to provide any type of return to secured creditors. The Debtors, according to the creditors, have totally disregarded CAL Coastal's security interest in the Crops, and proceeds derived therefrom, and have been selling the strawberries to third parties on a cash basis, clearly violating CAL Coastal's security interest in the Crops. This manner of selling the strawberries is also unlikely to provide a return to the secured creditors, beyond growing, harvesting and packing costs, the creditors told the Court. The Debtor and Tom Lange entered into a stipulation allowing the Debtor to further interim use of cash collateral to pay only certain necessary expenses incurred by the Debtor's estate to avoid irreparable harm. A hearing to consider further approval of the Cash Collateral request is set for August 13, 2015, at 10:30 a.m. Santa Cruz Berry Farming Company, LLC, is represented by: Thomas A. Vogele, Esq. Brendan M. Loper, Esq. THOMAS VOGELE & ASSOCIATES, APC 3199 Airport Loop Road, Suite A-3 Costa Mesa, California 92626 Tel.: 714 641-1232 Fax: 888 391-4105 Email: tvogele@tvalaw.com bloper@tvalaw.com Secured Creditors Tom Lange Company, Inc. and Tom Lange Company International, Inc. are represented by: William S. Brody, Esq. Joseph M. Welch, Esq. Buchalter Nemer A Professional Corporation 1000 Wilshire Boulevard, Suite 1500 Los Angeles, California 90017 Tel.: 213 891-0700 Fax: 213 896-0400 Email: wbrody@bulchalter.com jwelch@buchalter.com California Coastal Rural Development Corporation is represented by: Effie F. Anastassiou, Esq. Stephen J. Beals, Esq. ANASTASSIOU& ASSOCIATES 242 Capitol Street Post Office Box 2210 Salinas, California 93902 Tel.: 831 754-2501 Fax: 831 754-0621 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. SEARS HOLDINGS: Amends Credit Facility with BofA, et al. -------------------------------------------------------- Sears Holdings Corporation, Sears Roebuck Acceptance Corp. and Kmart Corporation entered into a Third Amended and Restated Credit Agreement with a syndicate of lenders, including Bank of America, N.A., as agent. The Credit Agreement amends and restates the Company's existing asset-based credit facility. The Credit Agreement provides a $3.275 billion asset-based revolving credit facility, including a $1.0 billion letter of credit sub-facility. The maturity date for $1.971 billion of the revolving credit facility has been extended to July 20, 2020, while $1.304 billion retains the existing maturity date of April 8, 2016. The Credit Agreement also governs the Company's existing term loan, which retains its maturity date of June 30, 2018. The Credit Agreement includes an accordion feature that allows the Borrowers to use existing collateral for the facility to obtain up to $1.0 billion of additional borrowing capacity, subject to borrowing base requirements, as well as a "FILO" ("first in last out") tranche feature that allows an additional $500 million of capacity. The Credit Agreement also increases the Company's ability to undertake short-term borrowings from $500 million to $750 million. Revolving advances under the Credit Agreement will bear interest at a rate equal to, at the election of the Borrowers, either the London Interbank Offered Rate or the Bank's prime rate, in either case plus an applicable margin dependent on the Company's consolidated leverage ratio. The margin with respect to borrowings under the extended commitments ranges from 3.25% to 3.75% for LIBOR loans and from 2.25% to 2.75% for Base Rate loans. The margin with respect to borrowings under the non-extended commitments remains 2.00% to 2.50% for LIBOR loans and 1.00% to 1.50% for Base Rate loans. The Credit Agreement also provides for the payment of fees with respect to issued and undrawn letters of credit at a rate equal to the margin applicable to LIBOR loans and a commitment fee with respect to unused amounts of the facility at a rate, depending on facility usage, between 0.375% and 0.625% per annum, with a minimum of 0.50% applicable to commitments under the extended tranche. From and after April 8, 2016, such commitment fees with respect to the extended tranche will change to a flat 0.50%. The Credit Agreement is secured by a first lien on substantially all of the domestic inventory and credit card and pharmacy receivables of the Company and its subsidiaries and determines borrowing availability pursuant to a borrowing base formula. The Credit Agreement is guaranteed by all domestic subsidiaries of the Company that own inventory or credit card or pharmacy receivables. At July 20, 2015, the Borrowers had cash of $2.1 billion, no revolver borrowings and $659 million of letters of credit outstanding under the Credit Agreement. The Borrowers' availability under the Credit Agreement was approximately $1.2 billion. About Sears Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve members. Sears Holdings is home to Shop Your Waytm, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full- line and specialty retail stores in the United States and Canada. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP, represented Kmart in its restructuring efforts. Its balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. For the year ended Jan. 31, 2015, the Company reported a net loss attributable to Holdings' shareholders of $1.68 billion compared to a net loss attributable to Holdings' shareholders of $1.36 billion for the year ended Feb. 1, 2014. As of May 2, 2015, Sears Holdings had $13.3 billion in total assets, $14.5 billion in total liabilities, and a $1.20 billion total deficit. * * * Moody's Investors Service in January 2014 downgraded Sears Holdings Corporate Family Rating to 'Caa1' from 'B3'. The rating outlook is stable. The downgrade reflects the accelerating negative performance of Sears' domestic business with comparable sales falling 7.4% for the quarter to date ending January 6th, 2014 compared to the prior year. The company now expects domestic Adjusted EBITDA to decline to a range of ($80 million) to $20 million for the fourth fiscal quarter, compared with $365 million in the year prior period. For the full year, Sears expects domestic Adjusted EBITDA loss between $(308) million and $(408) million, as compared to $557 million last year. Moody's expects full year cash burn (after capital spending, interest and pension funding) to be around $1.2 billion in 2013 and we expect Sears' cash burn to remain well above $1 billion in 2014. "Operating performance for fiscal 2013 is meaningfully weaker than our previous expectations, and we expect negative trends in performance to persist into 2014" said Moody's Vice President Scott Tuhy. He added "While Sears noted improved engagement metrics for its "Shop Your Way" Rewards program, Moody's remains uncertain when these improved engagement metrics will lead to stabilization of operating performance." As reported by the TCR on March 26, 2014, Standard & Poor's Ratings Services affirmed its ratings on the Hoffman Estate, Ill.- based Sears Holdings Corp., including the 'CCC+' corporate credit rating. Fitch Ratings had downgraded its long-term Issuer Default Ratings (IDR) on Sears Holdings Corporation (Holdings) and its various subsidiary entities (collectively, Sears) to 'CC' from 'CCC', according to a TCR report dated Sept. 12, 2014. SOUTHERN FILM: Seeks to Make Distributions to Creditors ------------------------------------------------------- Southern Film Extruders, Inc., asks the U.S. Bankruptcy Court for the Middle District of North Carolina, Greensboro Division, to authorize the Disbursing Agent to make a partial distribution of Available Cash to Class IX General Unsecured Creditors with Allowed Claims and to estimate certain claims, if necessary, for the purpose of distribution. James K. Talcott, Esq., at J. Talcott Law, PLLC, in Greensboro, North Carolina, tells the Court that the only matter pending resolution, and one which is delaying the final distribution to General Unsecured Creditors, is the allowance or disallowance of the claims of certain salesmen for commissions. Mr. Talcott notes that these Commission Claims, to any extent allowed, may be Chapter 11 COA claims, unsecured priority claims and/or Class IX General Unsecured Claims. He adds that these claims were filed in 2013 and the total amount presently of record for these claims is $290,172. Mr. Talcott further tells the Court that the Disbursing Agent has been advised that some salesmen have abandoned their Commission Claims and this total figure may be closer to $200,000. Mr. Talcott says that the Disbursing Agent is also aware that some of the salesmen intend to amend their claims to include a Cost of Administration element and that such amended claims may be higher in amount than originally asserted. Mr. Talcott tells the Court that the Disbursing Agent is concerned that Class IX General Unsecured Creditors have been required to wait almost two years for any recovery on their claims, and that it may require another year or more before the last remaining claims of the commission salesmen are resolved thus allowing for a final distribution of dividends of Available Cash to unsecured creditors. He asserts that to reduce delay and unnecessary hardship, the Disbursing Agent the Court must enter an Order in Aid of Consummation, as contemplated by the Confirmed Plan, to authorize a partial distribution, Pro-Rata, to Class IX creditors, with such partial distribution to be in the amount of $800,000. He adds that a partial distribution would leave, as Available Cash for payment of potentially allowed claims of commission salesmen, the sum of $400,000, or more. Mr. Talcott believes this amount proposed to be held back or escrowed to be more than sufficient to pay any Disputed Claims which may ultimately be allowed by the Court. He says that upon the final resolution of the Disputed Claims there quickly would be calculated and made the final distribution to Class IX creditors, final reports would be prepared and filed and the case closed with the entry of a Final Decree. Mr. Talcott further says that entry of an Order in Aid of Consummation granting the relief requested herein will clearly be of great benefit to all Class IX-General Unsecured Creditors as they will finally receive some recovery on their claims accrued over two years ago. Six claimants -- Howard L. Regan, Jr., John Scott Leven, John L. Barnes, Jr., Thomas R. Donaldson, Lanny Brooks Rampley, and Gaston Robert Baker, Jr. -- responded to the Debtor's Motion, saying nothing of record has been filed by or on behalf of any of the Six Claimants stating or suggesting that the aggregate amount of their claims is $290,172. The Claimants' counsel, David F. Meschan, Esq., at David F. Meschan, PLLC, in Greensboro, North Carolina, tells the Court that none of the Six Claimants have abandoned any claims, and none of them, or their counsel, have indicated to anyone that the "total figure" of their claims "may be closer to $200,000." Mr. Meschan asks the Court that a hearing of the Motion be continued until the time as a deadline for filing administrative expense claims has been set by the Court and passed, so that the Court will have the benefit of knowing the aggregate amount of any and all such administrative expense claims, including those of the Six Claimants, or, if the Motion is heard on July 7, 2015, that it be denied at that time, without prejudice. Southern Film Extruders, Inc. is represented by: James K. Talcott, Esq. J. TALCOTT LAW, PLLC Post Office Box 4891 Greensboro, North Carolina 27404 Telephone: (336)420-0595 Email: jim@jtalcottlaw.com The Six Claimants are represented by: David F. Meschan, Esq. DAVID F. MESCHAN, PLLC 125 South Elm Street, Suite 500 (274010 Post Office Box 29248 Greensboro, NC 27429 Telephone: (336)500-0655 Facsimile: (336)378-9968 Email: dmeschan@meschanlaw.com About Southern Film Extruders Southern Film Extruders, Inc., is the business of developing and manufacturing specialized film used in packaging various products. It has two plants in High Point, North Carolina. On July 25, 2013, an involuntary Chapter 7 petition was filed against Southern Film. In response thereto, Southern Film filed a Chapter 11 petition (Bankr. M.D.N.C. Case No. 13-11026) on Aug. 4, 2013. The Debtor experienced severe cash flow issues as a result of the loss of its largest customer prompted the bankruptcy filing. John L. Barnes, Jr., signed the Chapter 11 petition as vice president. The Debtor estimated assets of at least $10 million and debts of at least $1 million. Charles M. Ivey, III, Esq., at Ivey, McClellan, Gatton, & Talcott, LLP, represents the Debtor as counsel. The Official Committee of Unsecured Creditors is represented by Hendren & Malone, PLLC. The Bankruptcy Court on April 11, 2014, entered an order approving the plan of liquidation filed in the bankruptcy case of Southern Film Extruders, Inc. The Debtor filed the "Plan of Liquidation for the Purpose of Distribution" on Dec. 23, 2013, along with an accompanying Disclosure Statement. SPENDSMART NETWORKS: Agrees to Lease Office Space from Sea Oak -------------------------------------------------------------- SpendSmart Networks, Inc., entered into a lease agreement with Sea Oak, LP, under which the Company has agreed to lease approximately 2,913 square feet of office space to be located at 3450 Broad Street, Suite 104, San Luis Obispo, CA 93401, to be utilized for additional sales personnel. The term of the lease will commence on July 17, 2015, and continue for 40 months. The Company has an option to renew the lease for two renewal terms of three years each. Under the lease agreement, the first four months are rent-free and then the base rent will be approximately $4,136 per month for the following 12 months. The base rent will increase to approximately $4,748 per month for the twelve months thereafter and $4,864 per month for the 12 months thereafter. In addition to monthly base rent, the Company will pay its pro rata share of the Landlord's common area operating expenses associated with the premises. If the Company exercises its option to renew the lease, the base rent will be negotiated between the parties to determine the appropriate market rate at that time. Convertible Note/Warrant On July 15, 2015, the Company issued a Convertible Promissory Note to holder Techno-Ventures in the principal amount of $400,000 inclusive of interest. The Note is for a term of six months. The Note bears interest at 12 percent per annum. The Note is secured by the assets of the Company. The Note may be converted into shares of the Company's common stock at $0.75 per share. The Company also issued the holder warrants to purchase 500,000 shares of the Company's common stock. The warrants have an exercise price of $0.75 per share and have a term of two years. The Company plans to use net proceeds from the sale of the note for general working capital. The Company raised gross proceeds of $376,000 and issued warrants to acquire 500,000 shares of common stock. About SpendSmart Networks SpendSmart Networks, Inc., provides proprietary loyalty systems and a suite of digital engagement and marketing services that help local merchants build relationships with consumers and drive revenues. These services are implemented and supported by a vast network of certified digital marketing specialists, aka "Certified Masterminds," who drive revenue and consumer relationships for merchants via loyalty programs, mobile marketing, mobile commerce and financial tools, such as prepaid card and reward systems. We enter into licensing agreements for our proprietary loyalty marketing solution with "Certified Masterminds" which sell and support the technology in their respective markets. The Company's products aim to make Consumers' dollars go further when they spend it with merchants in the SpendSmart network of merchants, as they receive exclusive deals, earn rewards and ultimately build a connection with their favorite merchants. SpendSmart Networks incurred a net loss of $12.2 million on $4.03 million of total revenues for the year ended Dec. 31, 2014, compared to a net loss of $14.09 million on $0 of total revenues for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $10.1 million in total assets, $2.91 million in total liabilities, and $7.18 million in total stockholders' equity. EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has recurring net losses since inception and has yet to establish a profitable operation. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern. STAFFORD LOGISTICS: Moody's Affirms Caa1 Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service has affirmed ratings, including the Caa1 Corporate Family Rating, of Stafford Logistics Holdings, Inc. Concurrently, a rating of Caa1 has been assigned to a planned $195 million senior secured credit facility. The new credit facility will extend maturities and increase debt to fund an acquisition, equipment purchases and stock repurchases. The rating outlook is Stable. RATINGS RATIONALE The Caa1 rating considers low interest coverage and elevated financial leverage for a waste services company (debt to revenues above 110% and debt to EBITDA of 5.8x at Q1-2015). Limited earnings and the company's ambitious capital spending program constrain free cash flow. The rating appreciates the fleet investments that Stafford undertakes, which could ultimately help improve efficiency. But the company's appetite for acquisitions before achieving healthier operating performance adds risk as well. The stable rating outlook recognizes the basic services nature of the waste transfer station-to-landfill hauling business and past willingness of the Stafford's financial sponsor to financially support the company. The planned credit facility aims to set maintenance covenant test thresholds in a manner that should lessen risk of covenant breach. (At present, the risk of a near-term covenant breach, when the benefit of a Q3-2014 equity cure falls away, seems pronounced.) The planned transaction should add total liquidity as the revolver commitment and borrowing capacity will increase by about $10 million each, and cash is expected to decrease by about half that amount. The rating could improve with better liquidity on a long term basis, debt/EBITDA under 5.0x, and annual free cash flow of at least $10 million. The ratings could be downgraded with tight liquidity, debt/EBITDA approaching 7x or poor free cash flow generation. Ratings: Assignments: Issuer: Stafford Logistics, Inc. Senior Secured Bank Credit Facility, Assigned Caa1 (LGD3) Affirmations: Issuer: Stafford Logistics Holdings Inc. Probability of Default Rating, Affirmed Caa2-PD Corporate Family Rating, Affirmed Caa1 Outlook Actions: Issuer: Stafford Logistics Holdings Inc. Outlook, Remains Stable Issuer: Stafford Logistics, Inc. Outlook is Stable Upon close of the transaction, the Corporate Family and Probability of Default Ratings will transition to Stafford Logistics, Inc. The ratings assigned herein are subject to review of final documentation. Stafford Logistics, Inc. operates under the name Custom Ecology and is the operating subsidiary of Stafford Logistics Holdings, Inc. Stafford's revenues were $132 million in 2014. The company primarily provides long distance (50 miles or more) hauling of solid waste from transfer stations to regional landfills on behalf of solid waste collection customers. The company is majority-owned by funds affiliated with Kinderhook Industries, a private equity firm. STANDARD REGISTER: Committee Asks for Revision to Jefferies Order ----------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of The Standard Register Company, et al., asks the U.S. Bankruptcy Court for the District of Delaware to reconsider its June 10, 2015 order and enter a revised order authorizing retention of Jefferies LLC as its investment banker. On June 10, the Court entered an order authorizing the Committee to retain Jefferies as its investment banker. The Committee, the Debtors, Silver Point Finance, LLC, on June 19, entered into a settlement agreement (i) authorizing the sale of substantially all of the Debtors' assets; (ii) authorizing the assumption and assignment of certain executory contracts and unexpired leases. The Settlement Agreement has been approved by the Bankruptcy Court. As set forth in the Settlement Agreement, all parties thereto have agreed to revised terms of retention for Jefferies including a $750,000 reduction in the amount of the Jefferies transaction fee and approval of Jefferies' retention pursuant to Sec. 328 of the Bankruptcy Code. Accordingly, the Committee wants the Court to enter a revised order to provide, "Notwithstanding anything to the contrary in the Application or Engagement Letter, Jefferies will only be entitled to a Transaction Fee for consummation of a Chapter 11 plan for the Debtors pursuant to Chapter 11 of the Bankruptcy Code. The Transaction Fee will be in an amount equal to (A) $1,000,000 if the Committee either supports or does not file and prosecute any material objection to such plan (or, if the Committee does file and prosecute any material objection to such plan, such objection is either withdrawn, settled or otherwise consensually resolved) and (B) $750,000 if the Committee does prosecute any material objection to such plan and such objection is not settled or withdrawn. 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: McKinsey's Kevin Carmody to Serve as CEO ----------------------------------------------------------- The Standard Register Company, et al., ask the U.S. Bankruptcy Court for the District of Delaware for authorization to modify the engagement of McKinsey Recovery & Transformation Services U.S. LLC, as approved pursuant to an order authorizing the Debtors to (I) employ McKinsey Recovery & Transformation Services U.S., LLC to provide interim management services, and (II) designate Kevin Carmody as chief restructuring officer, nunc pro tunc to the Petition Date. The Debtors seek authorization to appoint Mr. Carmody as the Debtors' interim president, chief executive officer, and director, in addition to his current role as CRO, and approve Mr. Carmody's go-forward service in any and all capacities served by Mr. Morgan with respect to all applicable Debtors. On April 13, 2015, the Court authorized the Debtors to employ McKinsey RTS to provide restructuring consulting services. In connection therewith, McKinsey RTS has provided restructuring consultants and temporary staffing to the Debtors during the pendency of the Chapter 11 cases, during which time Mr. Carmody has served as the Debtors' CRO. The McKinsey RTS retention order provides, among other things, that in the event the Debtors seek to have McKinsey RTS personnel assume executive officer positions that are different than the positions disclosed in the motion, or to materially modify the terms of the CRO engagement letter, as modified, by either (i) modifying the functions of the personnel, (ii) adding new personnel, or (iii) altering or expanding the scope of the CRO Engagement Letter, as modified herein, a motion to modify the retention shall be filed. The Debtors related that on June 18, 2015, the Debtors' current CEO and a member of the Debtors' board of directors, Joseph Morgan, advised the board that he would be stepping down, effective June 26, 2015, from his position on the board, and his service as an officer of the Debtors would similarly terminate at that time. In light thereof, also on June 18, the board elected Mr. Carmody to serve as interim president, chief executive officer, and director during the ongoing wind-down of the Debtors' estates, and in any and all capacities served by Mr. Morgan with respect to all applicable Debtors. In connection therewith, McKinsey RTS and the Debtors executed that certain first amendment to the amended and restated agreement, dated March 2, 2015, between McKinsey Recovery & Transformation Services U.S., LLC and The Standard Register Company. Mr. Carmody's appointment will take effect on June 26, 2015. Mr. Carmody's compensation will remain unchanged and the McKinsey RTS retention order, as modified, will continue to control his, and McKinsey RTS', relationship with the Debtors. 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. TEXAS REGENCY: Ch. 11 Case is SARE Case, TD Bank Says ----------------------------------------------------- TD Bank N.A. asks the U.S. Bankruptcy Court for the Southern District of Texas to determine that the Chapter 11 case of Texas Regency Apartments, L.P., is a "single asset real estate" case and that the Debtor is subject to the single asset real estate provisions of Section 362(d)(3) of the Bankruptcy Code. Scott R. Cheatham, Esq., at Adams and Reese LLP, in New Orleans, Louisiana, tells the Court that businesses that simply lease its property to tenants as the owner, like an apartment house, falls within the scope of the definition of a single asset real estate. Mr. Cheatham further tells the Court that the Debtor's Schedules and Amended Schedule B state that the Debtor's primary asset is the Apartment Complex. He says the only other assets it has are security deposits from tenants and escrow accounts for maintenance and tax payments on the Apartment Complex. He adds that the Debtor's Amended Statement of Financial Affairs shows that the Debtor's only source of income is rents. Accordingly, he concludes, accepting the Debtor's own statements in filings with the Court as true, the criteria are satisfied and the case is a "single asset real estate" case as defined in Section 101(51B). TD Bank N.A. is represented by: Scott R. Cheatham, Esq. ADAMS & REESE LLP 701 Poydras Street, Suite 4500 New Orleans, LA 70139 Telephone: (504)581-3234 Facsimile: (504)566-0210 Email: scott.cheatham@arlaw.com -- and -- John T. Rogerson, Esq. Jamie W. Olinto, Esq. ADAMS AND REESE LLP 501 Riverside Avenue, 7th Floor Jacksonville, FL 32202 Telephone: (904)355-1700 Email: john.rogerson@arlaw.com jamie.olinto@arlaw.com About Texas Regency Apartments Texas Regency Apartments, L.P., owner of the Regency Square Apartments at 7222 Bellerive Dr., Houston, Texas, sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 15-33188) in Houston, Texas, on June 10, 2015. Gordon Steele signed the petition chief financial officer. The Debtor disclosed total assets of $11.1 million and total liabilities of $11.4 million. The Debtor tapped Matthew Hoffman, Esq., at the Law Offices of Matthew Hoffman, P.C., as counsel. Judge David R. Jones presides over the case. TRAILBLAZER FEDERAL: Closes; Chrome Assumes Members and Shares -------------------------------------------------------------- The National Credit Union Administration on July 10, 2015, liquidated Trailblazer Federal Credit Union of Washington, Pennsylvania. Chrome Federal Credit Union of Washington, Pennsylvania, immediately assumed Trailblazer's members and deposits. Chrome Federal Credit Union is a federal credit union serving 11,120 members and holding assets of $131.5 million, according to its most recent Call Report. Accounts of the new Chrome Federal Credit Union members remain insured by the National Credit Union Share Insurance Fund. Administered by NCUA, the Share Insurance Fund insures individual accounts up to $250,000, and a member's interest in all joint accounts combined is insured up to $250,000. The Share Insurance Fund separately protects IRA and KEOGH retirement accounts up to $250,000. The Share Insurance Fund has the backing of the full faith and credit of the United States. Individuals may visit the MyCreditUnion.gov website at any time for more information about their insurance coverage. NCUA made the decision to liquidate Trailblazer Federal Credit Union and discontinue operations after determining the credit union was insolvent and had no prospect for restoring viable operations. NCUA's Asset Management and Assistance Center will take charge of certain assets of the closed credit union. At the time of liquidation and prior to the assumption of its members and shares by Chrome Federal Credit Union, Trailblazer Federal Credit Union served 1,535 members and had assets of $4.1 million, according to the credit union's most recent Call Report. Chartered in 1956, Trailblazer Federal Credit Union served the employees of Pennsylvania's Washington County and their immediate family members. Trailblazer Federal Credit Union is the fourth federally insured credit union liquidation in 2015. U.S. STEEL: Fitch Affirms 'BB-' Issuer Default Rating ----------------------------------------------------- Fitch Ratings has affirmed United States Steel Corporation's Issuer Default Rating (IDR) and debt ratings at 'BB-'. The Rating Outlook is Stable. KEY RATING DRIVERS The ratings reflect U.S. Steel's leading market positions in flat-rolled and tubular steel in the U.S., together with its high degree of control over its raw materials offset by the high fixed costs of integrated steel producers. U.S. Steel is the second largest North American flat-rolled steel producer with capacity of 19.4 million tons; 2014 shipments were 14 million tons. U.S. Steel is the largest integrated North American tubular producer, with capacity of 2.8 million tons; 2014 shipments were 1.7 million tons. U.S. Steel also operates a five million ton per year integrated steel operation in Kosice, Slovakia. U.S. Steel's production of iron ore pellets including from its share of joint ventures was 25 million tons in 2014, accounting for a significant share of its needs. In 2014, North American raw steel produced was 17 million tons and, assuming 1.3 tons of iron ore pellets are needed to produce 1 ton of raw steel, 22 million tons of iron ore pellets were consumed. The U.S. steel industry is challenged by low capacity utilization (about 77% on average for 2014 and 72% on average year to date 2015). Permanent closure at U.S. Steel Canada's Hamilton Works raw steelmaking operations and at the former RG Steel LLC plants should improve capacity utilization as should growth in construction demand. Growth in construction should also improve capacity utilization although lower rig counts driven by the drop in oil prices has reduced demand for oil country tubular goods which is a headwind to improved capacity utilization. Fitch Ratings believes that margins are vulnerable when capacity utilization is below 80% and that capacity utilization could remain below 80% through 2015. The domestic steel market has shown supply discipline, but global overcapacity and lack of discipline elsewhere has limited pricing power. Increased supply of iron ore and coking coal coupled with slower growth in steel production has resulted in raw materials deflation. As of Dec. 31, 2014, defined benefit pension plans were underfunded by $966 million on a GAAP basis. Pension and other post-employment benefit costs were $312 million for 2014 and cash payments were $545 million including the $140 million voluntary contribution to the main U.S. defined benefit pension plan. Costs guidance for 2015 is $240 million and cash payments are expected to be $300 million (excluding any VEBA contributions and voluntary pension contributions). The company has voluntarily contributed $140 million per year to the main defined pension plan over each of the past nine years. Fitch expects EBITDA of at least $700 million and free cash flow to be positive for 2015. Key Assumptions: -- Fitch expects 2015 to be a trough year for domestic flat rolled and tubular products with modest improvement in 2016 and 2017; -- Fitch expects capital expenditures at guidance; -- Pricing is expected to improve in 2016 and 2017 but Fitch believes upside is limited given global over supply. For 2015, Fitch Base Case price assumptions are $700/ton for the Flat- rolled product segment, $1450/ton for the Tubular segment, and $575/ton for the U.S. Steel Europe Segment; -- Cost improvement is anticipated with Carnegie Way initiatives. RATING SENSITIVITIES Negative: Future developments that may, individually or collectively, lead to negative rating action include: -- Lack of material improvement in top line results or absence of liquidity enhancements over the next 12 - 18 months. -- Sustained through the cycle adjusted debt/EBITDAR of > 3.5x Positive: Future developments that may lead to a positive rating action include: -- Debt levels materially reduced and free cash flow generation that is expected to be positive on average. -- Sustained through the cycle adjusted debt/EBITDAR of < 3.0x LIQUIDITY AND DEBT STRUCTURE U.S. Steel generated operating EBITDA of $1.4 billion and $528 million of free cash flow after capital expenditures of $501 million and dividends of $29 million for the latest 12 months (LTM) ended March 31, 2015. As of March 31, 2015, cash on hand was $1.3 billion; total debt was $3.5 billion; the $875 million inventory facility maturing July 20, 2016 and the $625 million receivables facility maturing July 12, 2016 were undrawn. The inventory facility has a 1.00:1.00 fixed-charge coverage ratio requirement only at such times as availability under the facility is less than $87.5 million. Fitch expects U.S. Steel to generate annual free cash flow of about $100 million on average. Total Liquidity of $2.8 billion at March 31, 2015 compares with 2015 guidance of capital expenditure at $550 million, cash pension and other benefits at $300 million, and Fitch estimated net financial costs at $230 million. At March 31, 2015, total debt/operating EBITDA was 2.6x. Fitch expects leverage to pop over 4x in 2015 given near term pricing and volume weakness but return to below 4x thereafter. Near-term scheduled maturities of debt are $378 million in 2015; $45 million in 2016; $500 million in 2017, $503 million in 2018 and $58 million in 2019. The 2015 maturity includes the $316 million convertible notes due in 2019. The Companies' Creditor Arrangement Act (CCAA) filing by U.S. Steel Canada (USSC) on September 16, 2014 is an event of default under the terms of the Province Note (C$150 million due 2015) loan agreement between USSC and the Province of Ontario. Failure by USSC to pay the Province Note would constitute an event of default under the indenture for the convertible notes that would enable the trustee or the holders of not less than 25% convertible notes to declare them immediately due and payable. The notes are trading over par and Fitch does not expect these notes to be put. The Province Note is not guaranteed by U.S. Steel. FULL LIST OF RATING ACTIONS -- Long-term IDR affirmed at 'BB-&'; -- Senior secured credit facility upgraded to 'BB+'; and assigned a Recovery Rating of RR1; -- Senior unsecured notes affirmed at &'BB-'; and assigned a Recovery Rating of RR4. UNIVERSAL COOPERATIVES: Sept. 3 Plan Confirmation Hearing --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will convene a hearing to consider confirmation of Universal Cooperatives, Inc., et al.'s Joint Plan of Liquidation on Sept. 3, 2015, at 10:30 a.m. (ET), following approval of the disclosure statement explaining the Plan on July 20. The deadline to vote on the Plan and file objections to confirmation of the Plan is Aug. 27, 2015, at 4:00 p.m. (ET). The Modified Plan incorporates a settlement with the Pension Benefit Guaranty Corporation. The Plan Settlement Agreement provides, among other terms, that 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. PBGC is also allowed the Allowed PBGC GUC Claims in the amount of $14,277,666, which Claims are Allowed against each Debtor. The Plan, which is co-proposed by the Official Committee of Unsecured Creditors, follows the sale of Bridon Cordage LLC's and Heritage Trading Company, LLC's assets, as well as certain of Universal's assets, to BCHU Acquisition LLC, for approximately $22,460,000, and Universal's Eagen, Minnesota headquarters to Gloria Real Estate Holdings for $3,800,000. A full-text copy of the Approved Disclosure Statement dated April 21, 2015, is available at http://bankrupt.com/misc/UCIds0721.pdf The Debtors are represented by Robert S. Brady, Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware; and Mark L. Prager, Esq., Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley & Lardner LLP, in Chicago, Illinois. 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. UTSTARCOM HOLDINGS: GHP Horwath Replaces PwC as Accountants ----------------------------------------------------------- UTStarcom announced that it has dismissed PricewaterhouseCoopers Zhong Tian LLP and appointed GHP Horwath, P.C. as the Company's independent auditor effective July 21, 2015. The Company's Audit Committee and Board of Directors participated in and approved the decision to change the Company's independent registered public accounting firm. During the two most recent fiscal years and through the date of termination, there were no disagreements between the Company and PwC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. The Company said it will endeavor to work with GHP Horwath to complete interim procedures in conjunction with the Company's second quarter earnings announcement. The Company is currently working with PwC and GHP Horwath to ensure a smooth transition. Mr. William Wong, UTStarcom's chief executive officer, commented, "PwC has been the Company's auditor since its IPO in 2000. We would like to thank them for the quality service they have provided and the professionalism they have demonstrated over many years. We look forward to working with GHP Horwath going forward and do expect to effect a smooth transition with the assistance of both firms." About UTStarcom, Inc. UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a global leader in IP-based, end-to-end networking solutions and international service and support. The Company sells its solutions to operators in both emerging and established telecommunications markets around the world. UTStarcom enables its customers to rapidly deploy revenue-generating access services using their existing infrastructure, while providing a migration path to cost-efficient, end-to-end IP networks. The Company's headquarters are currently in Alameda, California, with its research and design operations primarily in China. UTStarcom reported a net loss of $30.3 million in 2014, a net loss of $22.7 million in 2013 and a net loss of $34.4 million in 2012. As of March 31, 2015, the Company had $258 million in total assets, $150 million in total liabilities, and $108 million in total equity. VERMILLION INC: Jack Schuler Reports 18% Stake as of July 17 ------------------------------------------------------------ Jack W. Schuler disclosed in an amended Schedule 13D filed with the Securities and Exchange Commission that as of July 17, 2015, he beneficially owned 9,499,679 shares of common stock of Vermillion, Inc., which represents 18 percent of the shares outstanding. As of July 17, 2015, Jack W. Schuler Living Trust may be deemed to beneficially own 2,826,650 common shares, representing 5.4 percent of the shares outstanding. As of July 17, 2015, George Schuler may be deemed to beneficially own, in the aggregate 8,104,558, representing approximately 15.1% of the Shares outstanding. Mr. Schuler serves as sole trustee to the Living Trust, a living trust established by Mr. Schuler and organized under the laws of the State of Illinois. In that capacity, Mr. Schuler may be deemed to beneficially own the shares held by the Living Trust. As of July 17, 2015, each of the Tino Trust, Tanya Trust and Therese Trust ceased to be the beneficial owner of more than 5% of the Shares. A copy of the regulatory filing is available for free at: http://is.gd/Hr2GwG About Vermillion Vermillion, Inc., is dedicated to the discovery, development and commercialization of novel high-value diagnostic tests that help physicians diagnose, treat and improve outcomes for patients. Vermillion, along with its prestigious scientific collaborators, has diagnostic programs in oncology, hematology, cardiology and women's health. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 09-11091) on March 30, 2009. Vermillion's legal advisor in connection with its successful reorganization efforts wass Paul, Hastings, Janofsky & Walker LLP. Vermillion emerged from bankruptcy in January 2010. The Plan called for the Company to pay all claims in full and equity holders to retain control of the Company. Vermillion reported a net loss of $19.2 million in 2014, a net loss of $8.81 million in 2013 and a net loss of $7.14 million in 2012. As of March 31, 2015, the Company had $18.67 million in total assets, $3.48 million in total liabilities and $15.19 million in total stockholders' equity. VISION SOLUTIONS: Moody's Affirms 'B2' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service affirmed Vision Solutions, Inc.'s ("Vision") ratings, including its B2 Corporate Family Rating (CFR), and revised its ratings outlook to negative, reflecting execution risks related to Vision's ongoing efforts to stem declining revenues and significant debt maturities in July 2016 that cannot be funded with current balance sheet liquidity. RATINGS RATIONALE The B2 CFR reflects Vision's continued challenges with declining license sales, particularly from the former Double-Take business. At LTM April 30, 2015 leverage (Moody's adjusted) was approximately 5x which Moody's considers very high given the continued revenue challenges. This is partially mitigated by the expectation that the company will continue to produce healthy levels of free cash flow, which combined with required debt amortization and excess cash flow sweep requirements of the debt facilities, could drive de-leveraging to under 5x over the next year. Vision also benefits from a predictable maintenance revenue base and has a strong position as a provider of sophisticated high availability, recovery and related software for key IBM System i and Windows based server platforms. With regards to liquidity, at April 30, 2015 Vision had approximately $15.0 million of cash and cash equivalents on hand and Moody's expects free cash flow of about $20 million over the next year. However, Vision's $15 million revolver is set to expire on July 23, 2015, its $280 million senior secured first lien term loan is set to expire on July 23, 2016 (of which about $185 million is outstanding as of July 2015) and its $90 million second lien credit facility expires on July 23, 2017. Accordingly, Moody's expects Vision to refinance its credit facility over the coming months. The negative outlook reflects execution risks related to Vision's ongoing efforts to stem declining revenues and significant debt maturities in July 2016 that cannot be funded with current balance sheet liquidity. Moody's expects the company to generate free cash flow of $20 million over the next year while leverage declines to under 5x. The ratings could be downgraded if i) Vision fails to refinance its secured credit facilities by October 31, 2015 ii) revenues continue to decline meaningfully or iii) profitability or cash flow generation erodes. An upgrade is unlikely in the near term given the company's persistent revenue declines and aggressive financial policies. Over the medium term, the ratings could be raised if Vision shows sustained improvement in revenues and EBITDA, successfully refinances its pending debt maturities, and if leverage is expected to be sustained at less than 4.0x. Moody's has affirmed the following ratings: Issuer: Vision Solutions, Inc. Corporate Family Rating -- B2 Probability of Default Rating -- B2-PD -- Senior Secured First Lien Revolving Credit Facility due July 23, 2015 -- B1, LGD 3 (to be withdrawn upon expiration) -- Senior Secured First Lien Term Loan Credit Facility due July 23, 2016 -- B1, LGD 3 -- Senior Secured Second Lien Term Loan Credit Facility due July 23, 2017 -- Caa1, LGD 5 Outlook Actions: Outlook: Changed to Negative, from Stable Vision Solutions, Inc., headquartered in Irvine, CA, is a provider of recovery and related software for IBM Power Systems and Windows based servers. Vision is majority owned and controlled by the private equity firm, Thoma Bravo. The company had sales of approximately $149.1 million for fiscal year ending October 31, 2014. VISUALANT INC: Receives 9th Patent on ChromaID Technology --------------------------------------------------------- Visualant, Inc., announced that it has received its ninth patent on its ChromaID technology. The newly issued patent describes a fluid sampling device that simplifies spectral analysis to produce an accurate but inexpensive chromatic fingerprint for fluid samples. The use of the ChromaID in identifying, authenticating and diagnosing fluids extends the reach of the technology through its unique use of an array of variable wavelength LED emitters and photodiode detectors to measure the scattering of electromagnetic energy from a fluid. The Visualant ChromaID technology as applied to identification, authentication and diagnostics of fluids allows for a wide variety of real-time real world applications. They include, but are not limited to: * Determining if water is potable * Looking for the presence of water in aviation jet fuel * Checking for counterfeit fluids including olive oil, wine and spirits * Confirming that the correct fluid is flowing through the IV drip line * Identifying known contaminants in various fluids * Determining if milk is spoiled The patent issued by the United States Office of Patents and Trademarks is US Patent No. 9,041,920 B2 and is entitled "Device for Evaluation of Fluids using Electromagnetic Energy." The prior patents issued to Visualant relate to its foundational ChromaID technology and several applications thereof. Visualant's ChromaID technology was invented when Dr. Thomas Furness, a professor at the University of Washington and pioneer in the field of virtual reality, recognized that every material exhibited a unique light signature when stimulated by visible and invisible structured coherent light sources. Ron Erickson, Visualant founder and CEO stated, "This latest patent extends the reach of our intellectual property into the broad category of fluids. Large, important markets can be served by our low cost, flexible ChromaID as applied to fluids. We are already in discussions with several potential partners regarding the application of ChromaID to fluid analysis and identification. An example is our recent announcement involving milk. This new patent further extends our portfolio, a core element of Visualant's asset base. We have a number of additional patents pending and expect to continue to file new patents to extend the reach of our intellectual property." About Visualant Inc. Seattle, Wash.-based Visualant, Inc., was incorporated under the laws of the State of Nevada on Oct. 8, 1998. The Company develops low-cost, high speed, light-based security and quality control solutions for use in homeland security, anti- counterfeiting, forgery/fraud prevention, brand protection and process control applications. Visualant reported a net loss of $1 million on $7.98 million of revenue for the year ended Sept. 30, 2014, compared to a net loss of $6.60 million on $8.57 million of revenue for the year ended Sept. 30, 2013. As of June 30, 2015, the Company had $2.6 million in total assets, $5.6 million in total liabilities, all current, and a $3 million total stockholders' deficit. PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2014. The independent auditors noted that the Company has sustained a net loss from operations and has an accumulated deficit since inception. These factors, according to the auditors, raise substantial doubt about the Company's ability to continue as a going concern. WAYNE COUNTY, MI: Moves Closer to State Oversight ------------------------------------------------- The Associated Press reported that Michigan's most populous county moved a step closer to state oversight on July 22 after Gov. Rick Snyder determined that Wayne County -- which is home to the city of Detroit -- is in a financial emergency. Gov. Snyder's announcement came a day after a state-appointed review team came to the same conclusion, the report said. * * * The Troubled Company Reporter, on June 26, 2015, reported that Moody's Investors Services has affirmed the Ba3 rating on the general obligation limited tax (GOLT) debt of Wayne County, MI. The county has a total of $654 million of long-term GOLT debt outstanding, of which $336 million is rated by Moody's. An additional $144 million of short-term GOLT delinquent tax anticipation notes (DTANs) are outstanding, with a sale for an additional $186.9 million of short-term DTANs. The TCR, on March 16, 2015, reported that Fitch Ratings has downgraded the ratings for the following Wayne County, Michigan bonds: -- $186.3 million limited tax general obligation (LTGO) bonds issued by Wayne County to 'B' from 'BB-'; -- $51.3 million building authority (stadium) refunding bonds, series 2012 (Wayne County LTGO) issued by Detroit/Wayne County Stadium Authority to 'B' from 'BB-'; -- $203.5 million building authority bonds issued by Wayne County Building Authority to 'B' from 'BB-'; -- Wayne County unlimited tax general obligation (ULTGO) (implied) to 'B' from 'BB'. On Feb. 10, 2015, the TCR reported that Moody's Investors Services has downgraded to Ba3 from Baa3 the rating on the general obligation limited tax (GOLT) debt of Wayne County, MI. The county has a total of $695 million of long-term GOLT debt outstanding, of which $336 million is rated by Moody's. An additional $302 million of short-term GOLT delinquent tax anticipation notes are outstanding. The outlook remains negative. The TCR, on Feb. 9, 2015, also reported that Fitch Ratings has placed the following Wayne County ratings on Rating Watch Negative: -- $190.9 million limited tax general obligation (LTGO) bonds issued by Wayne County 'BB-'; -- $54.9 million building authority (stadium) refunding bonds, series 2012 (Wayne County LTGO) issued by Detroit/Wayne County Stadium Authority 'BB-'; -- $207.2 million building authority bonds issued by Wayne County Building Authority 'BB-'; -- Wayne County unlimited tax general obligation (ULTGO) (implied) 'BB'. WOLVERINE WORLD: S&P Affirms 'BB' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services assigned Rockford, Mich.-based Wolverine World Wide Inc.'s new first-lien $500 million revolver and $450 million first-lien term loan its 'BBB-' issue-level rating and '1' recovery rating, indicating S&P's expectation of very high recovery (90%-100%) in the event of a payment default. The revolver terminates in five years and the term loan matures in five years. Terms and conditions are substantially similar to the existing first-lien credit agreement. All of S&P's ratings on the company, including the 'BB' corporate credit rating and 'BBB-' first-lien debt rating, remain unchanged. The recovery rating of '1' on the first-lien facilities is also unchanged. The outlook is stable. The ratings on Wolverine World Wide reflect its consistent operating performance, improving credit metrics from continuing debt reduction, portfolio of well-known footwear brands, and solid market position in the U.S. footwear market as well as its participation in the highly competitive footwear industry. RATINGS LIST Wolverine World Wide Inc. Corporate credit rating BB/Stable/-- Ratings Assigned Wolverine World Wide Inc. Senior secured $500 mil. revolver BBB- Recovery rating 1 $450 mil. 1st lien term ln BBB- Recovery rating 1 XINERGY LTD: Court Approves Hiring of Zolfo Cooper and CRO ---------------------------------------------------------- Xinergy Ltd. and its debtor-affiliates sought and obtained permission from Hon. Paul M. Black of the U.S. Bankruptcy Court for the Western District of Virginia to employ Zolfo Cooper Management, LLC to provide interim management services and designate Sherman Edmiston as chief restructuring officer, nunc pro tunc to June 15, 2015. Mr. Edmiston will serve as the Debtors' CRO and Zolfo Cooper will assign Associate Directors to perform other services as needed pursuant to the services agreement between the Debtors, Zolfo Cooper and Edmiston to provide interim management services dated June 5, 2015 (the "Agreement"). Mr. Edmiston will lead the team assigned by Zolfo Cooper to provide to the Debtors the services specified in the Agreement. Zolfo Cooper, Mr. Edmiston and Associate Directors will provide management services related to the Debtors and prepare financial projections, projected cash flows and capital needs analysis prior to and upon an exit from chapter 11, and such other restructuring areas and issues as he may identify and which are customarily performed by a chief restructuring officer, in consultation with and upon the consent of the Debtors' chief executive officer and chief financial officer, and is such a manner as he deems necessary or appropriate in his sole discretion and manner consistent with the business judgment rule, as more specifically set forth in the Agreement. As set forth in the Agreement, Zolfo Cooper's, Mr. Edmiston's, and the Associate Directors' compensation shall consist of the following: (a) Standard Hourly Rates. Zolfo Cooper's fees for the services will be based on the hours charged at their standard hourly rates that are in effect when the services are rendered; Zolfo Cooper's rates generally are revised semiannually. The billing rates for professionals who may be assigned to this engagement in effect on the date of the Agreement, are as follows: Managing Directors $775-$925 Professional Staff $265-$770 Support Personnel $60-$310 Sherman Edmiston $825 (b) Expenses - Reimbursement of Mr. Edmiston, Associate Directors, and Zolfo Cooper's reasonable out-of-pocket expenses including, but not limited to, costs of travel, reproduction, legal counsel, any applicable state sales or excise tax, and other direct expenses. Sherman Edmiston, managing director of Zolfo Cooper, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Zolfo Cooper can be reached at: Elizabeth S. Kardos, Esq. ZOLFO COOPER MANAGEMENT, LLC 101 Eisenhower Parkway, 3rd Floor Roseland, NJ 07068 Tel: (212) 561-4045 Fax: (212) 213-1749 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. Z'TEJAS SCOTTSDALE: Case Summary & 20 Top Unsecured Creditors ------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Z'Tejas Scottsdale, LLC 15-09178 6909 E. Greenway Parkway, Suite 195 Scottsdale, AZ 85254 Z'Tejas 6th Street, LLC 15-09180 Z'Tejas Avery Ranch, LLC 15-09184 Z'Tejas Bellevue, LLC 15-09188 Z'Tejas Bethany Home LLC 15-19193 Z'Tejas Chandler, LLC 15-19194 Z'Tejas Costa Mesa, LLC 15-09195 Z'Tejas GP, LLC 15-09198 Z'Tejas Grill Gateway, LLC 15-09200 Z'Tejas Holdings, Inc. 15-09201 Z'Tejas, Inc. 15-09203 Z'Tejas La Cantera, LLC 15-09205 Z'Tejas LP, LLC 15-09207 Z'Tejas of Arboretum, LLC 15-09208 Z'Tejas Restaurant Holdings, LP 15-09210 Z'Tejas Salt Lake City, LLC 15-09212 Z'Tejas Summerlin, LLC 15-09213 Z'Tejas Tempe, LLC 15-09214 Taco Guild Osborn LLC 15-09215 Type of Business: Restaurant Operator Chapter 11 Petition Date: July 22, 2015 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Paul Sala Debtors' John W. Lucas, Esq. General Jason H. Rosell, Esq. Counsel: PACHULSKI STANG ZIEHL & JONES LLP 150 California Street, 15th Floor San Francisco, CA 94111 Tel: (415) 263-7000 Fax: (415) 263-7010 Email: jlucas@pszjlaw.com jrosell@pszjlaw.com Debtors' Randy Nussbaum, Esq. Co-Counsel: Dean M. Dinner, Esq. John Parzych, Esq. NUSSBAUM GILLIS & DINNER, P.C. 14850 N. Scottsdale Road, Suite 45O Scottsdale, AZ 85254 Tel: 480-609-0011 Fax: 480-609-0016 Email: rnussbaum@ngdlaw.com ddinner@ngdlaw.com jparzych@ngdlaw.com Debtors' MASTODON VENTURES, INC. Investment Banker: Z'Tejas Scottsdale's Estimated Assets: $0 to $50,000 Z'Tejas Scottsdale's Estimated Debts: $0 to $50,000 The petition was signed by Steven Micheletti, manager & president. List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ RPAI Southwest Management LLC Rent $686,517 Lynn K. Reissenweber VP of Property Management 2021 South Spring Road Suite 200 Oak Brook, IL 60523 La Cantera Specialty Retail, LP Rent $370,715 Brian Schroeder The Shops at La Cantera Phase II General Manager 15900 La Cantera Parkway Suite 6698 San Antonio, TX 78256 US Foodservice Trade Debt $270,711 James T. Rimmer National Accounts Credit Manager 9399 W Higgins Road Suite 500 Rosemont, IL 60018 Wasserstrom Company Trade Debt $268,207 Dan Miller Senior Credit Analyst 477 S Front Street Columbus, OH 43215 Grand Avenue Produce Co Inc. Trade Debt $54,128 Shea and Tatum Associates Rent $46,203 South Coast Plaza Rent $45,427 Corvirtus Inc. Trade Debt $39,104 Brothers Produce of Austin Trade Debt $33,016 ARC CafeUSA001 LLC Rent $29,075 Lawton Commercial Service Trade Debt $21,666 Farmers Insurance Group Insurance $20,931 1110 W 6th Street Property Rent $19,404 Grant Thornton LLP Professional $19,123 Services IMG College, LLC Trade Debt $18,500 City of Austin Utilities Utilities $17,448 Hilltop-Scottsdale LLC Rent $16,920 Pandora Media Inc. Trade Debt $16,064 Minuteman Industries Professional $14,469 DBA Minuteman Plumbing Services and Drain Services Merschman Legal Group, PLLC Professional $13,975 Services Z'TEJAS SCOTTSDALE: Section 341 Meeting Set for August 25 --------------------------------------------------------- A meeting of creditors in the bankruptcy case of Z'Tejas Scottsdale, LLC will be held on Aug. 25, 2015, at 9:00 a.m. at US Trustee Meeting Room, 230 N. First Avenue, Suite 102, in Phoenix, Arizona. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Scottsdale, Arizona-based Z'Tejas Scottsdale, LLC and 18 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Ariz. Lead Case No. 15-09178) on July 22, 2015. Steven Micheletti signed the petitions as manager and president. Nussbaum Gillis & Dinner, P.C. serves as the Debtor's counsel. Judge Judge Paul Sala presides over the cases. The Debtors do business as "Z'Tejas" and "Z'Tejas Southwestern Grill," and operate a full-service, casual dining restaurant founded in 1989 by Larry Foels and Guy Villavso. The Debtors currently employ approximately 300 full time employees and 425 part-time employees. The Debtors' work-force is not unionized. The Debtors intend to utilize the Chapter 11 process to facilitate a sale of their business operation as a going concern. ZD LLC: Case Summary & 7 Largest Unsecured Creditors ---------------------------------------------------- Debtor: ZD, LLC A Nevada Limited Liability Company P.O. Box 427 Markleeville, CA 96120 Case No.: 15-51013 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: July 22, 2015 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Hon. Bruce T. Beesley Debtor's Counsel: Alan R Smith, Esq. THE LAW OFFICES OF ALAN R. SMITH 505 Ridge St Reno, NV 89501 Tel: (775) 786-4579 Email: mail@asmithlaw.com Total Assets: $8 million Total Liabilities: $4 million The petition was signed by Tatiana Golovina, manager. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/nvb15-51013.pdf ZOGENIX INC: Extends Term of Emery Lease to November 2022 --------------------------------------------------------- Zogenix, Inc., entered into a third amendment to office lease with Emery Station Joint Venture, LLC, amending the Office Lease by and between the Company and Emery Station dated Oct. 31, 2006. The Lease Amendment extends the term of the Original Lease to Nov. 30, 2022, and adds 9,916 rentable square feet to the Company's existing 12,118 rentable square feet in Emeryville, California. The Lease Amendment is effective as of July 16, 2015, and Emery Station will deliver possession of the new premises within 45 days of that date. Prior to Oct. 1, 2015, the monthly base rent for the Company's existing premises remains unchanged. Following Oct. 1, 2015, the monthly base rent for the existing premises will be $39,383. The monthly base rent for the new premises will be $32,227, provided that such rent for the new premises will be abated for 60 days following the earlier of (a) the date the Company occupies the new premises for the purpose of conducting business and (b) the latter of (i) 21 days after Emery Station delivers the new premises and (ii) Oct. 1, 2015. The base rent for both the existing premises and new premises will increase 3% on a yearly basis throughout the term. The Lease Amendment also contains an option for the Company to expand its space leased from Emery Station under certain conditions, as well as a renewal option for an additional five year term upon the expiration date. About Zogenix Inc. Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and Emeryville, California, is a pharmaceutical company commercializing and developing products for the treatment of central nervous system disorders and pain. Zogenix reported net income of $8.58 million in 2014 following a net loss of $80.85 million in 2013. As of March 31, 2015, the Company had $180 million in total assets, $146 million in total liabilities, and $34.3 million in total stockholders' equity. Ernst & Young LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company's recurring losses from operations and negative cash flows from operating activities raise substantial doubt about its ability to continue as a going concern. [^] BOOK REVIEW: Lost Prophets -- An Insider's History ------------------------------------------------------ Author: Alfred L. Malabre, Jr. Publisher: Beard Books Softcover: 256 pages List Price: $34.95 Review by Henry Berry Order your personal copy today at http://is.gd/KNTLyr Alfred Malabre’s personal perspective on the U.S. economy over the past four decades is firmly grounded in his experience and knowledge. Economics Editor of The Wall Street Journal from 1969 to 1993 and author of its weekly “Outlook” column, Malabre was in a singular position to follow the U.S. economy in recent decades, have access to the major academic and political figures responsible for economic affairs, and get behind the crucial economic stories of the day. He brings to this critical overview of the economy both a lively, often provocative, commentary on the picture of the turns of the economy. To this he adds sharp analysis and cogent explanation. In general, Malabre does not put much stock in economists. “In sum, the profession’s record in the half century since Keynes and White sat down at Bretton Woods [after World War II] provokes dismay.” Following this sour note, he refers to the belief of a noted fellow economist that the Nobel Prize in this field should be discontinued. In doing so, he also points out that the Nobel for economics was not one originally endowed by Alfred Nobel, but was one added at a later date funded by the central bank of Sweden apparently in an effort to give the profession of economists the prestige and notice of medicine, science, literature and other Nobel categories. Malabre’s view of economists is widespread, although rarely expressed in economic circles. It derives from the plain fact that modern economists, even hugely influential ones such as John Meynard Keynes, are wrong as many times as they are right. Their economic theories have proved incomplete or shortsighted, if not basically wrong-headed. For example, Malabre thinks of the leading economist Milton Friedman and his “monetarist colleagues” as “super salespeople, successfully merchandising.an economic medicine that promised far more than it could deliver” from about the 1960s through the Reagan years of the 1980s. But the author not only cites how the economy has again and again disproved the theories and exposed the irrelevance of wrong-headedness of the policy recommendations of the most influential economists of the day. Malabre also lays out abundant economic data and describes contemporary marketplace and social activities to show how the economy performs almost independently of the best analyses and ideas of economists. Malabre does not engage in his critiques of noted economists and prevailing economic ideas of recent decades as an end in itself. What emerges in all of his consistent, clear-eyed, unideological analysis and commentary is his own broad, seasoned view of economics-namely, the predominance of the business cycle. He compares this with human nature, which is after all the substance of economics often overlooked by professional and academic economists with their focus on monetary policy, exchange rates, inflation, and such. “The business cycle, like human nature, is here to stay” is the lesson Malabre aims to impart to readers interested in understanding the fundamental, abiding nature of economics. In Lost Prophets, in language that is accessible and jargon-free, this author, who has observed, written about, and explained economics from all angles for several decades, persuasively makes this point. In addition to holding a top position at The Wall Street Journal, Malabre is also the author of the books, Understanding the New Economy and Beyond Our Means, which received the George S. Eccles Prize from the Columbia Business School as the best economics book of 1987. ********* 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 ***