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/raid1/www/Hosts/bankrupt/TCR_Public/150812.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, August 12, 2015, Vol. 19, No. 224 Headlines ADVANCED ROOFING: Case Summary & 20 Largest Unsecured Creditors AEMETIS INC: Reports Second Quarter 2015 Financial Results AFFIRMATIVE INSURANCE: President & Chief Operating Officer Quits ALLIED SYSTEMS: Aug. 31 Deadline for Filing Admin Expense Request ALPHA NATURAL: Has Until Oct. 2 to File Schedules AMSCO STEEL: Case Summary & 20 Largest Unsecured Creditors ANACOR PHARMACEUTICALS: To Issue 1.8M Shares Under Stock Plans ANCESTRY.COM HOLDINGS: S&P Affirms 'B' CCR, Outlook Stable ANNA'S LINENS: Creditors' Panel Hires EisnerAmper as Advisor ANNA'S LINENS: Taps Estrella LLC as Special Counsel in Puerto Rico ARAMID ENTERTAINMENT: Has Until Oct. 23 to File Plan ARCHDIOCESE OF MILWAUKEE: Creditors Challenge $21M Settlement ARRAY BIOPHARMA: Reports Financial Results for Q4 & Full Year 2015 ASSOCIATED WHOLESALERS: Needs Until Oct. 26 to File Plan BEST BUY: S&P Raises Corp. Credit Rating to 'BB+', Outlook Stable BIOLIFE SOLUTIONS: Reports $1.1-Mil. Net Loss for Second Quarter BOOMERANG TUBE: Judge to Rule on Evading High Court Decision BTB CORPORATION: Files Bankruptcy Rule 2015.3 Report BULLIONDIRECT INC: Customers Told Gold Not in Segregated Accounts CANDAX ENERGY: Obtains Waiver Extension on Facility Agreement CENTRAL PLATTE VALLEY: Fitch Affirms BB Rating on Series 2014 Bonds CHRISTOPHER TOWNSEND: Court Dismisses FDCPA Class Suit CLIFFS NATURAL: Receives $160 Million Cash Tax Refund CRYOPORT INC: Posts $6.6 Million Net Loss for June 30 Quarter DAIRY FARMERS: S&P Assigns 'BB+' Rating on $75MM Securities DRD TECHNOLOGIES: Order Setting Deadline for Filing Plan Vacated ELEPHANT TALK: Appoints Carl Stevens Audit Committee Chairman EMMAUS LIFE: Names Scott Gottlieb as Director ENERGY FUTURE: Ch. 11 Plan Draws Criticisms from Creditors ENERGY FUTURE: TCEH Noteholders Unveil REIT Reorganization Terms ENERGY FUTURE: To Pursue Merger, Spin-Off Under Ch. 11 Plan EQUITY COMMONWEALTH: S&P Raises Corp Credit Rating From 'BB+' FILMED ENTERTAINMENT: Files Chapter 11 Petition to Facilitate Sale FILMED ENTERTAINMENT: Files for Ch. 11, In Talks With Buyer FILMED ENTERTAINMENT: Seeks to Use Cash Collateral FILMED ENTERTAINMENT: Wants 2 More Weeks to File Schedules FINJAN HOLDINGS: Jury Finds 5 of 6 Finjan's Patents Infringed FOUR OAKS: Announces Release from 2011 Written Agreement FRAC SPECIALISTS: Gets Final Approval to Use Cash Collateral FRAC SPECIALISTS: Palmer & Manuel Files Rule 2019 Statement FUSION TELECOMMUNICATIONS: Appoints Principal Accounting Officer GLYECO INC: John Lorenz Quits as Director GOLD HORSES: Case Summary & 16 Largest Unsecured Creditors GOLD RIVER: Directed to Make Disclosures re Pasadena Property IDERA PHARMACEUTICALS: Posts $12.7 Million Net Loss for 2nd Qtr. ISLE OF CAPRI CASINOS: Moody's Alters Ratings Outlook to Positive ISTAR FINANCIAL: Reports $31 Million Net Loss for 2nd Quarter JBS USA: Moody's Assigns Ba1 Rating on New $1.2BB Sr. Secured Loan KOPPERS HOLDINGS: 2nd Qtr Results Evidence Maintaining Moody's CFR LEO MOTORS: Launches Major Joint Venture in China LIQUIDMETAL TECHNOLOGIES: Posts $2.1 Million Net Loss for Q2 MCCLATCHY CO: Incurs $297 Million Net Loss in June 30 Quarter MEDICURE INC: To Hold Second Quarter Conference Call on Aug. 11 MERCY MEDICAL: Fitch Affirms 'BB+' Rating on Revenue Bonds MESTENIO LTD: S&P Retains 'BB-' Rating on $488.35MM Notes MIDATLANTIC POSTAL: Voluntary Chapter 11 Case Summary MIDCONTINENT COMMUNICATIONS: Moody's Affirms B1 Corp Family Rating MIDCONTINENT COMMUNICATIONS: S&P Raises Corp. Credit Rating to BB- MILAGRO HOLDINGS: Hires Young Conaway as Bankruptcy Counsel MILAGRO HOLDINGS: Taps Porter Hedges as Bankruptcy Co-counsel MILAGRO HOLDINGS: Wants Prime Clerk as Administrative Advisor MILAGRO HOLDINGS: Zolfo Cooper's Scott Winn to Serve as CRO MOLYCORP INC: Committee, UST Balk at Certain Motions MOLYCORP INC: Prime Clerk Approved as Administrative Advisor MOLYCORP INC: Taps Young Conaway as Bankruptcy Co-Counsel MOLYCORP: Wants to Hire Jones Day as Bankruptcy Counsel MSCI INC: Moody's Assigns Ba2 Rating on $500MM Notes Due 2025 MSCI INC: S&P Assigns 'BB+' Rating on New Unsecured Notes Due 2025 NAKED BRAND: Effects 1-for-40 Reverse Stock Split NATIONAL CINEMEDIA: Posts $10.1-Mil. Net Income for 2nd Quarter NATIONAL CINEMEDIA: President and CEO Kurt Hall to Retire NEOMEDIA TECHNOLOGIES: Extends Debenture Maturity Date to 2016 NEONODE INC: Incurs Net Loss of $1.7 Million in Second Quarter NESCO LLC: Moody's Lowers CFR to Caa1, Outlook Negative NIRVANA INC: Bottled Water Biz Set for Oct. 14 Auction NN INC: S&P Raises Rating on $350MM Term Loan Due 2021 to 'BB' NORTHERN NEW ENGLAND: 2nd Circ. Make Rules for Extinguishing Lien PARKVIEW ADVENTIST: Files Schedules of Assets and Liabilities PARKVIEW ADVENTIST: Has Admin Services Agreement with HPHC PARKVIEW ADVENTIST: Has Interim Authority to Use Cash Collateral PARKVIEW ADVENTIST: Has New Administrators for Health Benefit Plan PENNSYLVANIA NAT'L: Moody's Cuts Surplus Notes Rating to Ba1(hyb) PERRY KOPLIK: Judge Stretches Notions of Jurisdiction to Sue Wife PLASTIC2OIL INC: Incurs $1.2 Million Net Loss in Second Quarter POST HOLDINGS: Moody's Assigns B3 Rating on $1.2BB Sr. Unsec. Notes POST HOLDINGS: S&P Raises Rating on Existing Sr. Notes to 'B' POWERTEAM SERVICES: S&P Retains 'B+' Rating on 1st Lien Term Loan RADIOSHACK CORP: Seeks Nov. 2 Extension of Action Removal Period REGENCY CENTERS: Fitch Keeps 'BB+' Preferred Stock Rating RESPONSE GENETICS: Files Chapter 11 Petition to Facilitate Sale SANUWAVE HEALTH: Appoints Lisa Sundstrom Interim CFO SARATOGA RESOURCES: Provides Information on Reserve Estimates SERVICE CORP: Moody's Rates Proposed $300MM Sr. Unsecured Notes Ba3 THERAPEUTICSMD INC: Incurs $27.2 Million Net Loss in 2nd Quarter THERAPEUTICSMD INC: Reports Second Quarter 2015 Financial Results THORNTON & CO: Case Summary & 20 Largest Unsecured Creditors THORNTON & CO: Files for Chapter 11 to Sell Assets THORNTON & COMPANY: Files Chapter 11 Bankruptcy Petition TRANS ENERGY: Unit Amends Credit Agreement with Morgan Stanley UNITED CRANE: Case Summary & 20 Largest Unsecured Creditors UNIVERSAL COOPERATIVES: Needs Until Oct. 6 to File Plan VEREIT INC: S&P Affirms 'BB' CCR & Revises Outlook to Stable VIGGLE INC: Signs Forbearance Agreement with AmossyKlein Family WAFERGEN BIO-SYSTEMS: Incurs $3.8-Mil. Net Loss in Second Quarter WESTMORELAND COAL: Completes Contribution of Kemmerer Mine [*] Small Biz. Owners Upbeat Amid Decreasing Economic Confidence ********* ADVANCED ROOFING: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Advanced Roofing & Woodworking, Inc. 29W225 North Avenue West Chicago, IL 60185 Case No.: 15-27325 Chapter 11 Petition Date: August 10, 2015 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Jack B. Schmetterer Debtor's Counsel: Teresa L. Einarson, Esq. THOMAS & EINARSON LTD. 1200 E Roosevelt Rd, Suite 150 Glen Ellyn, IL 60137 Tel: 630 562-2280 Fax: 630-953-1972 Email: teresaleinarson@outlook.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Charles Hankins, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb15-27325.pdf AEMETIS INC: Reports Second Quarter 2015 Financial Results ---------------------------------------------------------- Aemetis, Inc. reported a net loss of $6.3 million on $38 million of revenues for the three months ended June 30, 2015, compared to net income of $2.7 million on $57.2 million of revenues for the same period during the prior year. For the six months ended June 30, 2015, the Company reported a net loss of $14.9 million on $72.8 million of revenues compared to net income of $10.4 million on $117.8 million of revenues for the same period in 2014. As of June 30, 2015, the Company had $91.1 million in total assets, $114.8 million in total liabilities and a $23.6 million stockholders' deficit. "Our US ethanol business delivered sequential improvement in profitability and revenue," stated Eric McAfee, chairman and CEO of Aemetis. "Our India biodiesel business grew 161% sequentially through the development of a sustainable domestic customer base, which was made possible by key government policy changes earlier in the year. Continuation of this rapid customer acceptance and adoption places us on a strong path to year over year revenue growth." "Importantly, we received an additional $2.5 million of EB-5 subordinated debt funding during the second quarter. As of July 30, 2015, escrow account holds $11.5 million of EB-5 funding and an additional $3.0 million to be received into escrow later this year. This 3% interest rate funding will redeem higher rate senior debt," said McAfee. Cash at the end of the second quarter of $3.3 million compared favorably to $0.3 million at the close of 2014. A copy of the press release is available at http://is.gd/0x10rv About Aemetis Cupertino, Calif.-based Aemetis, Inc., is an international renewable fuels and specialty chemical company focused on the production of advanced fuels and chemicals and the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products and convert first- generation ethanol and biodiesel plants into advanced biorefineries. AFFIRMATIVE INSURANCE: President & Chief Operating Officer Quits ---------------------------------------------------------------- Joseph G. Fisher tendered his resignation as president & chief operating officer of Affirmative Insurance Holdings, Inc., to be effective Aug. 28, 2015, according to a document filed with the Securities and Exchange Commission. Mr. Fisher's duties and responsibilities were assumed on Aug. 3, 2015 (on an interim basis) by the Company's chief executive officer, Michael J. McClure. About Affirmative Insurance Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a distributor and producer of non-standard personal automobile insurance policies for individual consumers in targeted geographic markets. Non-standard personal automobile insurance policies provide coverage to drivers who find it difficult to obtain insurance from standard automobile insurance companies due to their lack of prior insurance, age, driving record, limited financial resources or other factors. Non-standard personal automobile insurance policies generally require higher premiums than standard automobile insurance policies for comparable coverage. Affirmative Insurance reported a net loss of $32.2 million in 2014, compared to net income of $30.7 million in 2013. As of March 31, 2015, the Company had $312 million in total assets, $448 million in total liabilities and a $136 million total stockholders' deficit. KPMG LLP, in Dallas, Texas, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2014. The accounting firm noted that the Company's recent history of recurring losses from operations, its failure to comply with certain financial covenants in the senior secured and subordinated credit facilities, its need to meet debt repayment requirements and its failure to comply with the Illinois Department of Insurance minimum risk-based capital requirements raise substantial doubt about its ability to continue as a going concern. ALLIED SYSTEMS: Aug. 31 Deadline for Filing Admin Expense Request ----------------------------------------------------------------- U.S. Bankruptcy Judge Christopher Sontchi approved the deadline proposed by ASHINC Corp. for filing requests for allowance of administrative expenses. The bankruptcy judge's order set an Aug. 31, 2015 deadline for filing requests for allowance of administrative expenses that arose during the period May 17, 2012 to July 31, 2015. The U.S. trustee and the professionals hired by ASHINC and its official committee of unsecured creditors in connection with the company's bankruptcy are not required to file requests by the Aug. 31 deadline. Also not required by the court order are holders of administrative expense claims previously paid by the company or allowed by the bankruptcy court. About Allied Systems Holdings BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. first filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second-lien debt. The petitioning creditors said Allied defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., and Jeffrey W. Kelley, Esq., at Troutman Sanders, Gowling Lafleur Henderson. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. In January 2014, the U.S. Trustee for Region 3 appointed a three-member Official Committee of Retirees. Yucaipa Cos. has 55% of the senior debt and took the position it had the right to control actions the indenture trustee would take on behalf of debt holders. The state court ruled in March 2013 that the loan documents didn't allow Yucaipa to vote. In March 2013, the bankruptcy court gave the official creditors' committee authority to sue Yucaipa. The suit includes claims that the debt held by Yucaipa should be treated as equity or subordinated so everyone else is paid before the Los Angeles-based owner. The judge allowed Black Diamond to participate in the lawsuit against Yucaipa and Allied directors. Yucaipa American Alliance Fund I, L.P., Yucaipa American Alliance (Parallel) Fund I, L.P., Yucaipa American Alliance Fund II, L.P., Yucaipa American Alliance (Parallel) Fund II, L.P., represented by Michael R. Nestor, Esq., and Edmund L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP; and Robert A. Klyman, Esq., at Gibson, Dunn & Crutcher LLP. First Lien Agent, Black Diamond Commercial Finance, L.L.C., represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., Robert J. Ward, Esq., and David M. Hillman, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings, Inc., has changed its name to ASHINC Corporation. * * * ASHINC Corporation, f/k/a Allied Systems Holdings, Inc., and its debtor affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a joint Chapter 11 plan of reorganization, co-proposed by the Committee and the first lien agents. The Plan provides that certain of the Debtors' assets, the Litigation Trust Assets, will vest in the Allied Litigation Trust, and the remainder of the Debtors' assets, including the proceeds from the sale of substantially all of the Debtors' assets, will either revest in the Reorganized Debtors or be distributed to the Debtors' creditors. ALPHA NATURAL: Has Until Oct. 2 to File Schedules ------------------------------------------------- Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division, extended the time within which Alpha Natural Resources, Inc., et al., must file their schedules of assets and liabilities, schedules of executory contracts and unexpired leases, and statements of financial affairs until Oct. 2, 2015. The Debtors are also granted an extension until Sept. 17, 2015, to file their initial 2015.3 Reports or to file a motion seeking a modification of those reporting requirements, for cause, without prejudice to the Debtors' right to seek further extensions of that date. About Alpha Natural Alpha Natural -- http://www.alphanr.com-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petition was signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the case. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. AMSCO STEEL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- AMSCO Steel Company, LLC 15-43239 3430 McCart Street Fort Worth, TX 76110 Pyndus Steel & Aluminum Co., Inc. 15-43240 2707 Castroville Road San Antonio, TX 78237 Type of Business: The Debtors are suppliers and processors of steel products for a wide variety of customers throughout the United States and Mexico. Chapter 11 Petition Date: August 10, 2015 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: Hon. Russell F. Nelms Debtors' Counsel: J. Robert Forshey, Esq. Matthew G. Maben, Esq. FORSHEY & PROSTOK, LLP 777 Main St., Suite 1290 Ft. Worth, TX 76102 Tel: 817-877-8855 Email: jrf@forsheyprostok.com mmaben@forsheyprostok.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Stephen Sikes, member. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Minmetals, Inc. Trade Debt $874,087 1200 Harbor Blvd., Floor 8 Weehawken, NJ 07086 Delaware Steel Co. of Trade Debt $809,542 Pennsylvania 535-102 Pennsylvania Ave. Fort Washington, PA 19034-3408 California Steel Industries Trade Debt $644,542 PO Box 840096 Los Angeles, CA 90084-0096 Kane Steel & Iron, LLC Trade Debt $363,483 PO Box 381985 Los Angeles, CA 90074 USS-Posco Industries Trade Debt $302,247 PO Box 742362 Los Angeles, CA 90074 Sumitomo Corporation Trade Debt $290,178 91021 Collections Center Dr. Chicago, IL 60693 Cressaty Metals, Inc. Trade Debt $271,505 PO Box 158837 Nashville, TN 37215 Ahmsa International Inc. Trade Debt $181,107 Metallia USA LLC Trade Debt $140,345 Steelscape Trade Debt $137,776 AM/NS Calvert LLC Trade Debt $98,072 Marubeni-itochu Steel America Trade Debt $91,502 Ternium International USA Corp. Trade Debt $83,626 Toyota Tsusho America, Inc. Trade Debt $70,752 Advance Steel Co. Trade Debt $61,729 ASKO, Inc. Trade debt $60,317 Haynes and Boone LLP Legal Fees $58,212 Cargill Steel & Wire Trade Debt $57,712 First Insurance Funding Co. $52,282 Health Care Service Corporation $51,815 ANACOR PHARMACEUTICALS: To Issue 1.8M Shares Under Stock Plans -------------------------------------------------------------- Anacor Pharmaceuticals, Inc. filed with the Securities and Exchange Commission a Form S-8 registration statement to register an additional: (i) 1,730,952 shares of its Common Stock, par value $0.001 per share issuable to eligible persons under the Company's 2010 Equity Incentive Plan, which shares of Common Stock are in addition to the shares of Common Stock registered on the Company's Registration Statements on Form S-8 filed with the SEC on Dec. 17, 2010, May 26, 2011, March 15, 2012, March 18, 2013, and June 4, 2014; and (ii) 80,000 shares of Common Stock issuable to eligible persons under the Company's 2010 Employee Stock Purchase Plan, which shares of Common Stock are in addition to the shares of Common Stock registered on the Company's Registration Statements on Form S-8 filed with the SEC on Dec. 17, 2010, March 15, 2012, March 18, 2013, and June 4, 2014. A full-text copy of the Form S-8 prospectus is available at: http://is.gd/3ZUqcx About Anacor Pharmaceuticals Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a biopharmaceutical company focused on discovering, developing and commercializing novel small-molecule therapeutics derived from its boron chemistry platform. Anacor has discovered eight compounds that are currently in development. Its two lead product candidates are topically administered dermatologic compounds - tavaborole, an antifungal for the treatment of onychomycosis, and AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of atopic dermatitis and psoriasis. Anacor reported a net loss of $87.1 million on $20.7 million of total revenues for the year ended Dec. 31, 2014, compared with net income of $84.8 million on $17.2 million of total revenues for the year ended Dec. 31, 2013. As of June 30, 2015, the Company had $195.7 million in total assets, $125.5 million in total liabilities, $4.9 million in redeemable common stock and $65.2 million in total stockholders' equity. ANCESTRY.COM HOLDINGS: S&P Affirms 'B' CCR, Outlook Stable ---------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'B' corporate credit rating on Provo, Utah-based Ancestry.com Holdings LLC. The outlook remains stable. At the same time, S&P affirmed its 'CCC+' issue-level and '6' recovery ratings on the company's $300 million senior unsecured notes due 2020. The '6' recovery rating indicates S&P's expectation for negligible recovery (0%-10%) of principal in the event of a payment default. S&P also assigned its 'B' issue-level and '3' recovery ratings to Ancestry.com's proposed first-lien secured credit facility, which consists of a $100 million revolving credit facility due 2020 and a $735 million term loan due 2022. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; upper half of the range) of principal in the event of a payment default. "The 'B' corporate credit rating reflects Ancestry.com's 'aggressive' financial policy and narrow business focus," said Standard & Poor's credit analyst Elton Cerda. S&P views the company's business risk profile as "weak" due to its reliance on one website for most of its revenue and EBITDA, and its need to replenish its customer base. These weaknesses are partially offset by the company's leading market position in this niche market and its solid EBITDA margin. Pro forma for the transaction, lease-adjusted leverage is high, at 7.2x (S&P's calculation of EBITDA does not add back content amortization) as of June 30, 2015. Adjusted EBITDA coverage of interest was 2x as of June 30, 2015. S&P believes the company's financial risk profile is "highly leveraged." As a private equity owned firm, Ancestry.com has an "aggressive" financial policy and a history of debt-financed dividends. Ancestry.com is the global leader in the consumer market for online family history research, even though it has prominent competitors that offer genealogical content at no charge. The company's main website, Ancestry.com, has more than two million subscribers and accounts for approximately 86% of its revenue. Ancestry.com has a modest degree of geographic diversity, generating about 75% of its subscription revenue from the U.S., 11% from the U.K., and the remainder primarily from Australia, Canada, and Sweden. Key risk factors for the company are the highly discretionary nature of its product and its need to keep its customers engaged with new content. The company has been aggressively acquiring new content, and S&P expects content spending to decrease slightly in 2015. Although content spending will lower discretionary cash flow, additional content could provide an incentive for current subscribers to continue using the service and could also provide the foundation for Ancestry.com to launch new services in additional countries. S&P views the company's collection of records as a meaningful barrier to entry to the business. "The stable outlook reflects our expectation that Ancestry.com's leverage will steadily decline but remain above 6x, and the company will generate positive discretionary cash flow in 2015 and beyond while maintaining 'adequate' liquidity," said Mr. Cerda. S&P could lower the rating over the next two years if revenue growth slows to the low-single-digit percent area and adjusted EBITDA margin contracts to the mid-20% area. This could result from stagnation in the core subscriber business because of increasing competition or saturation of the company's addressable market, coupled with marketing cost pressure. This scenario could result in discretionary cash flow to debt falling below 2%, adjusted EBITDA coverage of interest declining below 1.5x, and adjusted leverage rising above 7.75x. S&P believes that these pressures would begin to make the capital structure unsustainable. Given the company's private equity ownership, S&P views an upgrade as unlikely during the next two years. Nevertheless, an upgrade could occur if the company demonstrates continued operating momentum, generates an EBITDA margin above 30%, grows and profitably broadens its scale of operations, and commits to a "less aggressive" financial policy, which S&P views as a low probability. ANNA'S LINENS: Creditors' Panel Hires EisnerAmper as Advisor ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Anna's Linens Inc. seeks authorization from the Hon. Theodor C. Albert of the U.S. Bankruptcy Court for the Central District of California to retain EisnerAmper LLP as financial advisor to the Committee, effective June 30, 2015. The Committee requires EisnerAmper LLP to: (a) assist, advise and represent the Committee in analyzing the Debtor's assets and liabilities, investigating the extent and validity of liens and participating in and reviewing any proposed asset sales, and any asset dispositions or proceedings; (b) review of inventory accumulation and reconciliation process and analyses; (c) review and prepare analyses relating to various motions by the Debtor relating to the payment of sales taxes, warehouse/carrier liens, and other expenditures; (d) assist in the monitoring of the sales and disbursements and other transactions relating to the Debtor's going out of business sale; (e) assist the Committee in investigating the acts, conduct, assets, liabilities and the Debtor's financial condition, business operations and the desirability of the continuance of any portion of the business, and any other matters relevant to this case or to the formulation of a plan; (f) assist in the preparation of analyses to assess proposed Debtor-in-Possession financing; (g) assist in the review and monitoring of any asset sale process, including but not limited to an assessment of the adequacy of the marketing process, completeness of any buyer lists, review and quantifications of any bids; (h) assist in the review of the claims reconciliation and estimation process; (i) assist in the review of other financial information prepared by the Debtor, including, but not limited to, cash flow projections and budgets, cash receipts and disbursements analyses, asset and liability analysis, and the economic analysis of proposed transactions for which Court approval is sought; (j) attend at meetings and assistance in discussions with the Debtor, potential buyers, secured lender, the Committee in these chapter 11 proceedings, the U.S. Trustee, other parties in interest and professionals hired by the same, as requested; (k) assist in the review and prepare of information and analyses necessary for the confirmation of a plan and related disclosure statement in this Chapter 11 proceeding; (l) assist in the evaluation and analyses of claims and any litigation matters, including avoidance actions; (m) assist in the prosecution of Committee responses/objections to the Debtor's motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the Committee; and (n) render such other general business consulting or such other assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in this proceeding. EisnerAmper LLP will be paid at these hourly rates: Directors/Partners $475-$550 Managers/Senior Managers $275-$475 Paraprofessionals/Staff $125-$275 EisnerAmper LLP will also be reimbursed for reasonable out-of-pocket expenses incurred. Anthony R. Calascibetta, partner of EisnerAmper LLP, 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. EisnerAmper LLP can be reached at: Anthony R. Calascibetta, Esq. EISNERAMPER LLP 111 Wood Ave S Ste 600 Iselin, NJ 08830-2700 Tel: (732) 243-7000 Fax: (732) 951-7589 E-mail: anthony.calascibetta@eisneramper.com About Anna's Linens Anna's Linens is a specialty retailer offering home textiles, furnishings and decor at attractive prices. Headquartered in Costa Mesa, California, operates a chain of 268 company owned retail stores throughout 19 states in the United States (including Puerto Rico and Washington, D.C.) generates over $300 million in annual revenue and employs a workforce of over 2,500 associates. Anna's Linens sought Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 15-13008) in Santa Ana, California, on June 14, 2015. The case is assigned to Judge Theodor Albert. The Debtor tapped Levene, Neale, Bender, Yoo & Brill LLP as counsel. The Debtor estimated assets of $50 million to $100 million and debt of $100 million to $500 million. Salus Capital Partners, LLC, as administrative agent for a consortium of lenders, agreed to provide a DIP Facility of up to approximately $20 million in excess of the outstanding secured debt to Salus and other prepetition secured lenders. The U.S. trustee appointed seven creditors to serve on the official committee of unsecured creditors. ANNA'S LINENS: Taps Estrella LLC as Special Counsel in Puerto Rico ------------------------------------------------------------------ Anna's Linens, Inc. asks for authorization from the U.S. Bankruptcy Court for the Central District of California to employ Estrella LLC as special Puerto Rico counsel, effective June 14, 2015. The Debtor anticipates that issues may arise in connection with its Puerto Rico operations and business and requires the services of Estrella to attend to those issues. The Debtor seeks to employ Estrella as special counsel solely to address issues of Puerto Rico law in connection with its operations and business in Puerto Rico. Estrella will not be involved in the administration of the Chapter 11 Case. The Debtor has 4 stores in Puerto Rico. These stores have a total of 53 employees. Estrella will be paid at these hourly rates: Partners $250 Associates $200 Paralegals $100 Estrella will also be reimbursed for reasonable out-of-pocket expenses incurred. Albert G. Estrella, managing member of Estrella, 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. Estrella can be reached at: Albert G. Estrella, Esq. ESTRELLA, LLC 150 Calle Tetuan San Juan, PR 00901 Tel: (787) 977-5050 Fax: (787) 977-5090 About Anna's Linens Anna's Linens is a specialty retailer offering home textiles, furnishings and decor at attractive prices. Headquartered in Costa Mesa, California, operates a chain of 268 company owned retail stores throughout 19 states in the United States (including Puerto Rico and Washington, D.C.) generates over $300 million in annual revenue and employs a workforce of over 2,500 associates. Anna's Linens sought Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 15-13008) in Santa Ana, California, on June 14, 2015. The case is assigned to Judge Theodor Albert. The Debtor tapped Levene, Neale, Bender, Yoo & Brill LLP as counsel. The Debtor estimated assets of $50 million to $100 million and debt of $100 million to $500 million. Salus Capital Partners, LLC, as administrative agent for a consortium of lenders, agreed to provide a DIP Facility of up to approximately $20 million in excess of the outstanding secured debt to Salus and other prepetition secured lenders. The U.S. trustee appointed seven creditors to serve on the official committee of unsecured creditors. ARAMID ENTERTAINMENT: Has Until Oct. 23 to File Plan ---------------------------------------------------- Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York, at the behest of Aramid Entertainment Fund Limited, et al., extended the Debtors' exclusive period to file a plan of reorganization through and including October 23, 2015, and their exclusive period to obtain acceptances of that plan through and including January 4, 2016. In support of their extension request, James C. McCarroll, Esq., at Reed Smith LLP, in New York, told the Court that the Debtors seek an extension of the Exclusive Periods to allow them to work towards proposing a consensual, confirmable plan and proceeding towards confirmation as quickly and efficiently as possible. About Aramid Entertainment Aramid Entertainment Fund Limited has been engaged in the businesses of providing short and medium term liquidity to producers and distributors of film, television and other media and entertainment content by way of loans and equity investments. On May 7, 2014, Geoffrey Varga and Jess Shakespeare of Kinetic Partners (Cayman) Limited were appointed under Cayman law as the joint voluntary liquidators ("JVLs") of AEF and two affiliates. On June 13, 2014, the JVLs authorized AEF and two affiliates to file for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-11802) in Manhattan on June 13, 2014. The Debtors have tapped James C. McCarroll, Esq., Jordan W. Siev, Esq., Richard A. Robinson, Esq., and Michael J. Venditto, Esq. of Reed Smith, LLP, in New York, as counsel and Kinetic Partners (Cayman) Limited as crisis managers. AEF estimated at least $100 million in assets and between $10 million to $50 million in liabilities. ARCHDIOCESE OF MILWAUKEE: Creditors Challenge $21M Settlement ------------------------------------------------------------- Annysa Johnson, writing for the Milwaukee Journal Sentinel, reported that the Catholic Archdiocese of Milwaukee, the creditors committee in the Archdiocese of Milwaukee bankruptcy is challenging the terms of the $21 million settlement announced by Archbishop Jerome Listecki, saying the church excluded about 73 victims who committee members believed would be compensated when they agreed to the deal, its chairman said. According to the report, Charles Linneman, who heads the five-member committee, said members understood that the only survivors who would not be compensated were those who had received prior cash settlements from the church -- about 84 people. That contradicts the statement issued by the archdiocese that 157 individuals would not be compensated, the report pointed out. About the Archdiocese of Milwaukee The Diocese of Milwaukee was established on Nov. 28, 1843, and was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. ARRAY BIOPHARMA: Reports Financial Results for Q4 & Full Year 2015 ------------------------------------------------------------------ Array BioPharma Inc. reported a net loss of $12.7 million on $12.3 million of total revenue for the three months ended June 30, 2015, compared to a net loss of $28.2 million on $6 million of total revenue for the same period last year. For the year ended June 30, 2015, the Company reported net income of $9.3 million on $51.9 million of total revenue compared to a net loss of $85.2 million on $42 million of total revenue for the year ended June 30, 2014. As of June 30, 2015, the Company had $198.2 million in total assets, $107.3 million of total long-term debt and $42.6 million in total stockholders' equity. Ron Squarer, chief executive officer of Array, noted, "Binimetinib and encorafenib, two innovative oncology products in Phase 3, are on track for regulatory submissions in 2016. Additional data shared over the summer in BRAF-mutant melanoma and BRAF-mutant colorectal cancer further validate the value of these programs by showing the potential for differentiation compared to other approaches. Binimetinib and encorafenib have accelerated our path to commercialization and provide us with opportunities to test these broadly active products across a number of indications." Array ended the quarter with $185.1 million in cash, cash equivalents, marketable securities and accounts receivable. Accounts receivable as of June 30, 2015, primarily consists of current receivables expected to be repaid by Novartis within three months. A copy of the press release is available for free at: http://is.gd/RvJI4O About Array Biopharma Boulder, Colo.-based Array BioPharma Inc. is a biopharmaceutical company focused on the discovery, development and commercialization of targeted small-molecule drugs to treat patients afflicted with cancer and inflammatory diseases. Array has four core proprietary clinical programs: ARRY-614 for myelodysplastic syndromes, ARRY-520 for multiple myeloma, ARRY-797 for pain and ARRY-502 for asthma. In addition, Array has 10 partner-funded clinical programs including two MEK inhibitors in Phase 2: selumetinib with AstraZeneca and MEK162 with Novartis. Array Biopharma incurred a net loss of $85.3 million for the year ended June 30, 2014, a net loss of $61.9 million for the year ended June 30, 2013, and a net loss of $23.6 million for the year ended June 30, 2012. As of March 31, 2015, the Company had $208 million in total assets, $158 million in total liabilities, and $50.2 million in total stockholders' equity. "If we are unable to generate enough revenue from our existing or new collaboration and license agreements when needed or to secure additional sources of funding, it may be necessary to significantly reduce the current rate of spending through further reductions in staff and delaying, scaling back, or stopping certain research and development programs, including more costly Phase 2 and Phase 3 clinical trials on our wholly-owned or co- development programs as these programs progress into later stage development. Insufficient liquidity may also require us to relinquish greater rights to product candidates at an earlier stage of development or on less favorable terms to us and our stockholders than we would otherwise choose in order to obtain up- front license fees needed to fund operations. These events could prevent us from successfully executing our operating plan and, in the future, could raise substantial doubt about our ability to continue as a going concern," according to the quarterly report for the period ended Sept. 30, 2014. ASSOCIATED WHOLESALERS: Needs Until Oct. 26 to File Plan -------------------------------------------------------- ADI Liquidation, Inc., f/k/a AWI Delaware, Inc., et. al., ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive period to file a plan of reorganization through and including October 26, 2015, and their exclusive period to obtain acceptances of that plan through and including December 21, 2015. To ensure that the Chapter 11 Cases continue to progress in an effective and efficient manner, the Debtors seek the requested extensions so that they can work towards a consensual Chapter 11 plan and, at the same time, continue to work to resolve issues arising with respect to disputes with the Purchaser of the Debtors' assets and the reconciliation of significant claims asserted against the Debtors' estates, liquidate remaining assets and address other pressing case issues. The Debtors are represented by: Mark Minuti, Esq. SAUL EWING LLP 222 Delaware Avenue, Suite 1200 P.O. Box 1266 Wilmington, DE 19899 Tel: (302) 421-6840 Fax: (302) 421-5873 mminuti@saul.com -- and -- Jeffrey C. Hampton, Esq. Monique B. DiSabatino, Esq. SAUL EWING LLP Centre Square West 1500 Market Street, 38th Floor Philadelphia, PA 19102 Tel: (215) 972-7777 Fax: (215) 972-7725 jhampton@saul.com mdisabatino@saul.com About Associated Wholesalers Founded in 1962 and headquartered in Robesonia, Pennsylvania, Associated Wholesalers Inc. serviced 800 supermarkets, specialty stores, convenience stores and superettes with grocery, meat, produce, dairy, frozen foods and general merchandise/health and beauty care products. AWI, with distribution facilities in Robesonia, Pennsylvania, and York, Pennsylvania, served the mid-Atlantic United States. AWI is owned by its 500 retail members, who in turn operate supermarkets. AWI had 1,459 employees. White Rose Inc. is a food wholesaler and distributor serving the greater New York metropolitan area. The company traces its origins to 1886, when brothers Joseph and Sigel Seeman founded Seeman Brothers & Doremus to provide grocery deliveries throughout New York City. White Rose carries out its operations through three leased warehouse and distribution centers, two of which are located in Carteret, New Jersey, and one in Woodbridge, New Jersey. White Rose has 777 employees. Associated Wholesalers and its affiliates sought Chapter 11 bankruptcy protection on Sept. 9, 2014, to sell their assets under 11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and better offers. The Debtors were granted joint administration of their Chapter 11 cases for procedural purposes, under the lead case of AWI Delaware, Inc., Bankr. D. Del. Case No. 14-12092. As of the Petition Date, the Debtors owe the Bank Group (consisting of lenders, Bank of America, N.A., Bank of American Securities LLC as sole lead arranger and joint book runner, Wells Fargo Capital Finance, LLC as joint book runner and syndication agent, and RBS Capita, as documentation agent) an aggregate principal amount of not less than $131,857,966 (inclusive of outstanding letters of credit), plus accrued interest. The Debtors estimate trade debt of $72 million. AWI Delaware disclosed $11,440 in assets and $125,112,386 in liabilities as of the Chapter 11 filing. Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal advisors to the Debtors, Lazard Middle Market is serving as financial advisor, and Carl Marks Advisors is serving as restructuring advisor to AWI. Carl Marks' Douglas A. Booth has been tapped as chief restructuring officer. Epiq Systems serves as the claims agent. The Official Committee of Unsecured Creditors tapped to retain Hahn & Hessen LLP as its lead counsel; Pepper Hamilton LLP as its co-counsel; and Capstone Advisory Group, LLC, together with its wholly-owned subsidiary Capstone Valuation Services, LLC, as its financial advisors. The Troubled Company Reporter, on Nov. 5, 2014, reported that the Bankruptcy Court authorized Associated Wholesalers, which changed its name to AWI Delaware, Inc., prior to the approval of the sale, to sell substantially all of its assets, including their White Rose grocery distribution business, to C&S Wholesale Grocers, Inc. The C&S purchase price consists of the lesser of the amount of the bank debt, which totals about $18.1 million and $152 million, plus other liabilities, which amount is valued at $194 million. C&S, according to Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, ended up paying $86.5 million more cash to be anointed as the winner at the auction. AWI Delaware notified the Bankruptcy Court on Nov. 12, 2014, that closing occurred in connection with the sale of their assets to C&S. AWI Delaware subsequently changed its name to ADI Liquidation, Inc., following the closing of the sale. BEST BUY: S&P Raises Corp. Credit Rating to 'BB+', Outlook Stable ----------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Minneapolis-based electronics retailer Best Buy Co. Inc. to 'BB+' from 'BB'. The outlook is stable. At the same time, S&P raised the issue-level rating on the company's senior unsecured debt to 'BB+' from 'BB'. The recovery rating on the notes remains '3', indicating S&P's expectations of meaningful recovery in the event of a default at the higer end of the 50% to 70% range. "The upgrade reflects stabilization in Best Buy's top line performance, which we think resulted from its "renew blue" initiatives implemented in 2013 (including expanded vendor relationships) and supported by some strengthening in the U.S. economy," said credit analyst Andy Sookram. "Best Buy reported improving comparable same-store sales in the past three quarters, and we anticipate this positive momentum to uphold in the near term as the company derives benefits from its operational initiatives. As a result, we revised its business risk profile to "fair" from "weak". In our ratings assumptions, we expect the financial risk profile and credit metrics to remain stable as we believe the company will reinvest cost savings from profit improvement program into selling prices, improved customer experience, and other initiatives, which should increase customer traffic both in-store and online." The stable rating outlook on Best Buy incorporates S&P's expectation that Best Buy's performance should remain stable, with flat to slightly positive same-store comparisons in the next year. S&P thinks the company will continue to execute its "renew blue" operational initiatives, and a competitive sales pricing strategy will offset the benefits from reduces costs. In S&P's base-case assumptions, it sees good sales performance for this year’s holiday season, continued generation of good cash flows, and no material debt-funded shareholder remunerations or acquisitions. "We could consider a downgrade if the company has difficulties extending the progress of its operational initiatives or if comparable same-store sales and profits decline meaningfully as a result of intense industry competition and company missteps. Under the downside scenario, comparable sales would remain negative for a few consecutive quarters and EBITDA margins would fall about 100 basis points. In this scenario with impaired performance, we would reassess our view of the company’s competitive strengths, profitability, and any resulting weaker credit metrics," S&P said. "An upgrade could occur if Best Buy wraps up a sound execution of its "renew blue" initiatives and incurs consistent growth in sales comparisons and profitability. We think an upgrade, if any, could occur in the next one to two years. For a higher rating, we would anticipate profit margins improve from current levels, with EBITDA margins rising between 8% and 9% annually from robust top line growth and cost leverage. This could lead us to potentially reassess its business risk profile to "satisfactory" or apply one-notch positive adjustment to the anchor score using comparable rating analysis if we think performance metrics are more in line with a higher rating. We would also need to see renewed commitment to a financial policy that supports an investment-grade rating," S&P noted. BIOLIFE SOLUTIONS: Reports $1.1-Mil. Net Loss for Second Quarter ---------------------------------------------------------------- BioLife Solutions, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.1 million on $1.5 million of product sales for the three months ended June 30, 2015, compared to a net loss of $883,356 on $1.2 million of product sales for the same period in 2014. For the six months ended June 30, 2015, the Company reported a net loss of $2.3 million on $2.9 million of product sales compared to a net loss of $1.4 million on $3.3 million of product sales for the same period last year. As of June 30, 2015, the Company had $13.8 million in total assets, $1.9 million in total liabilities and $11.8 million in total shareholders' equity. On June 30, 2015, the Company had $6.9 million in cash, cash equivalents and short term investments, compared to cash and cash equivalents and short term investments of $9.9 million at Dec. 31, 2014. Mike Rice, BioLife's president & CEO, said, "The revenue growth in Q2 reflects our focus on executing our strategic plan to increase sales in the regenerative medicine market, which represents our most significant growth opportunity. Our CryoStor and HypoThermosol product lines experienced continued growth driven by increased adoption by clinical centers and companies conducting clinical studies of cellular immunotherapy candidates including CAR-T cells." Rice continued, "We also made significant progress this quarter toward the commercial launch of our biologistex cloud-based cold chain management service, with a family of GPS and cellular enabled smart shippers and our simple to use but extremely powerful subscription based logistics software. We are on track to begin deployment of the service during the third quarter. Our timing is well aligned with anticipated growth in the regenerative medicine market and we look forward to providing more value to our customers." A full-text copy of the Form 10-Q is available for free at: http://is.gd/4Ia6Hw About BioLife Solutions Bothell, Washington-based BioLife Solutions, Inc., develops and markets patented hypothermic storage and cryo-preservation solutions for cells, tissues, and organs, and provides contracted research and development and consulting services related to optimization of biopreservation processes and protocols. BioLife Solutions reported a net loss of $3.30 million on $6.19 million of total revenue for the year ended Dec. 31, 2014, compared with a net loss of $1.08 million on $8.94 million of total revenue during the prior year. BOOMERANG TUBE: Judge to Rule on Evading High Court Decision ------------------------------------------------------------ Bill Rochelle, a bankruptcy columnist for Bloomberg News, reported that U.S. Bankruptcy Judge Mary F. Walrath in Delaware, in the Chapter 11 case of Boomerang Tube, LLC, is slated to decide whether she, as bankruptcy judge, can circumvent a decision by the U.S. Supreme Court holding 6-3 that lawyers in bankruptcy cases can't be paid for successfully defending their fee requests. According to Mr. Rochelle, Judge Walrath's decision is important because Delaware is home to more important bankruptcies than any other district. Although her ruling won't be binding on other bankruptcy judges in Delaware, they often discuss significant questions in advance with colleagues on the bench, Mr. Rochelle pointed out. The U.S. Trustee objected to a request by Boomerang's creditors' professionals that court authorization to hire their firms specifically allow compensation for successful defense of fees. The Justice Department's bankruptcy watchdog argued in an Aug. 3 filing that a firm can't "circumvent" Baker Botts by "having the same fees approved as a term or condition of its employment." About Boomerang Tube Boomerang Tube, LLC, is a manufacturer of welded Oil Country Tubular Goods ("OCTG") in the United States. OCTG are used by drillers in exploration and production of oil and natural gas and consist of drill pipe, casing and tubing. Boomerang has corporate offices in Chesterfield, Missouri and manufacturing facilities in Liberty, Texas, strategically located near major steel production centers and end-user markets. With a 487,000 square foot plant that houses two mills and heat treat lines and a contingent 119 acres, these facilities constitute the second largest alloy OCTG mill in North America. Access Tubulars, LLC, owns 81% of the equity interests in Boomerang. Boomerang Tube and its subsidiaries BTCSP LLC and BT Financing sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11247) on June 9, 2015, with a deal with lenders on a balance sheet restructuring that would convert $214 million of debt to 100% of the common stock of the reorganized company. The cases are assigned to Judge Mary F. Walrath. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as attorneys; Lazard Freres & Co. LLC, as financial advisor; and Donlin, Recano & Co., Inc., as claims and noticing agent. BTB CORPORATION: Files Bankruptcy Rule 2015.3 Report ---------------------------------------------------- BTB Corp. filed a report with the U.S. Bankruptcy Court for the District of Puerto Rico, disclosing that it holds a substantial or controlling interest in these companies: Companies Interest of Estate --------- ------------------ Asphalt Solutions Hatillo LLC 80% Common Stock The Placco Company of Puerto Rico Inc. 100% Common Stock BTB Milling & Equipment LLC 100% Common Stock The company filed the report pursuant to Bankruptcy Rule 2015.3. The report dated July 20, 2015, is available for free at http://is.gd/ClHkc2 About BTB Corporation BTB Corporation sought Chapter 11 protection (Bankr. D.P.R. Case No. 15-03681) in Old San Juan, Puerto Rico, on May 17, 2015. Samuel Lizardi signed the petition as interim president. The Debtor disclosed total assets of $16.5 million and total liabilities of $13.2 million. BTB said it sought bankruptcy protection as it is unable to meet obligations as they mature, and creditors are threatening suit and have threatened to undertake steps to obtain possession of its assets. The Debtor tapped Alexis Fuentes Hernandez, Esq., at Fuentes Law Offices, LLC, as its counsel. BULLIONDIRECT INC: Customers Told Gold Not in Segregated Accounts ----------------------------------------------------------------- Bill Rochelle, a bankruptcy columnist for Bloomberg News, reported that the turnaround manager appointed as chief executive officer of BullionDirect Inc. related in court that customer agreement said purchases of precious metals over the Internet would be held "on a fungible basis," giving each customer "an undivided share" of metals in the vault. Mr. Rochelle pointed out that, according to a court filing, the agreement said BullionDirect had the right to use the customers' precious metals -- possibly resulting "in gains or losses, which will inure solely to the benefit of" the company. In other words, Mr. Rochelle explains, the customers were agreeing to make unsecured loans to the company, a dangerous proposition if the price of gold were to decline, which it did. BullionDirect, Inc. filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 15-10940) on July 20, 2015. Dan Bensimon signed the petition as president. The Debtor estimated assets of $10 million to $50 million and liabilities of at least $10 million. Joseph D. Martinec, Esq., at Martinec, Winn & Vickers, P.C., represents the Debtor as counsel. Judge Tony M. Davis presides over the case. CANDAX ENERGY: Obtains Waiver Extension on Facility Agreement ------------------------------------------------------------- Candax Energy Inc., a company with mature oil & gas field developments in Tunisia, on Aug. 11 disclosed that it has obtained from Geofinance NV, major debtholder and shareholder of the Company, a further extension of 8 days on the waiver with respect to terms of the facility agreement entered into by the parties. The extension will extend the waiver until August 18, 2015. As a result, Geofinance NV has agreed not to seek any remedy under the facility agreement in respect of the $3.5 million unpaid amount until August 18, 2015, except in case of specific circumstances. A copy of the amendment and waiver letter will be filed publicly by the Company and available on SEDAR. The Company is in advanced discussions regarding financial alternatives and needs more time to continue these discussions. About Candax Candax is an international energy company with offices in Toronto and Tunis. The Candax group is engaged in exploration and the production of oil and gas in Tunisia and holds a royalty interest in an exploration permit in Madagascar. CENTRAL PLATTE VALLEY: Fitch Affirms BB Rating on Series 2014 Bonds ------------------------------------------------------------------- Fitch Ratings has affirmed its ratings on the following Central Platte Valley Metropolitan District, CO's general obligation (GO) bonds: -- $43 million GO refunding bonds, series 2013A at 'BBB-'; -- $22.3 million GO refunding bonds, series 2014 at 'BB'. The Rating Outlook is Stable. SECURITY The 2013A bonds are payable from an unlimited annual property tax levy on all property located within the original boundaries of the district. The 2014 bonds are payable from an unlimited annual property tax levy on all property located within the current boundaries of the district. KEY RATING DRIVERS HIGH CONCENTRATION; LIMITED BASE: The district's tax base is highly concentrated. Ongoing construction and future development is not projected to reduce concentration due to the small geographic size of the district. TAX BASE DIFFERENTIALS/CONCENTRATION: The tax base that secures the 2014 bonds (the operating district) is a subset of the larger original district that secures the 2013A bonds. The lower rating on the operating district's 2014 bonds reflects a much higher tax payer concentration. DOWNTOWN DEVELOPMENT BOOM: The district encompasses one of Denver's major redevelopment efforts. Its strategic downtown location is fueling rapid growth in apartments, condominiums, and commercial office buildings, aided by the concurrent development of the Regional Transportation District's (RTD) bus and rail transit hub on adjacent property. The district has more than recouped recessionary assessed value (AV) losses. Recent and ongoing building activity should ensure a positive trajectory for the district's taxable values for the next several years. MANAGEABLE TAX INCREASES ASSUMED: Fitch believes development in the district is likely to continue, but the agency's base case includes only the value of existing properties. Total operating district tax rate increases needed to meet level debt service in this scenario, assuming no substantial further tax base declines, are of a magnitude Fitch believes would be manageable. HIGH DEBT; LEVEL DEBT SERVICE: Overall debt is very high relative to market value and is amortized slowly. The completion of all infrastructure and lack of future debt plans should allow these metrics to improve slowly over time assuming at least modest tax base growth. RATING SENSITIVITIES SUSTAINED TAX BASE LOSSES: Large and sustained tax base losses could lead to negative rating pressure. CONCENTRATION LIMITS UPWARD MOVEMENT: The very high tax base concentration limits the ratings to their current level. CREDIT PROFILE The Central Platte Valley Metropolitan District is located in lower downtown Denver and is in close proximity to Denver Union Station. PARTIALLY DISTINCT TAX BASES District bonds are secured by two distinct tax bases. The original 63 acre district secures the 2013A GO bonds. A smaller 38 acre subset of the original, the operating district, secures the 2014 GO bonds. CONCENTRATION OVERRIDES STRONG GROWTH The tax base composition of the district's original taxing area is balanced evenly between residential (45% of 2015 AV) and commercial (47% of AV). AV growth has more than recouped a 13.7% recessionary decline with strong gains of 28.4% and 14.6% increases in 2014 and 2015, respectively. The 2015 AV hike is due entirely to new construction. Additional building activity will be reflected in the 2016 AV along with potential reassessment gains. The smaller operating district is comprised primarily of commercial office buildings, accounting for a high 84% of 2015 AV. Nearly all other properties are vacant land parcels which are zoned mixed-use, although many of these parcels are now under construction and will be reclassified in 2016. The operating district is adjacent to the historic Denver Union Station and the new hub of RTD's rail and bus operations. Tax base concentration remains very high with the top 10 tax payers accounting for 61% and 90% of total AV for the original taxing area and the operating district, respectively. The smaller geographic size of the operating district results in higher tax base concentration that is not expected to diminish even at build-out. Within the original tax area, top taxpayers are led by Commons 19 LLC, a large apartment and office building owner, accounting for 15% of total AV. The headquarters for DaVita Healthcare Partners comprises 12% of the district's AV. Legacy Plaza, a commercial property, is the second largest taxpayer at 9% and is fully leased as the Gates Rubber Company headquarters. Within the operating district, the largest tax payer (Commons 19 LLC) accounts for 28% of 2015 AV. HIGH DEBT BUT NO ANTICIPATED FUTURE NEEDS Overall debt to market value metrics for the original taxing area and the operating district are very high at 11% and 23%, respectively, which are not unusual for a limited purpose special district. Fitch notes that all infrastructure is in place for future development, precluding the need for any future debt. Additionally, the district does not owe developers for any advances or reimbursements, enhancing its operating flexibility. Aggregate debt service ascends for the next two years and remains level thereafter. Payout is structured very slowly with only 21% of principal retired in 10 years. ANALYSIS DOES NOT ASSUME FUTURE AV GROWTH It's the district's goal to maintain or reduce mill rates for debt service for the first several years to provide sum sufficient coverage of higher annual debt service. Such a goal would require continued large AV gains, which Fitch considers aggressive. However, substantial development is currently underway throughout the district. Properties completed in time for the 2015 collection year include three large residential apartment complexes and two commercial projects. As a result, 2015 AV for the original taxing area and the operating district posted gains of 14.6% and 28%, respectively, over the year prior. Based on projects currently under construction, the district projects another large AV gain in 2016 although preliminary figures are not yet available. Although 2016 is a reassessment year, Fitch believes reappraisal losses are unlikely given the reported results of recent property transactions on which market values are based. Projecting future tax base and development trends beyond the projects that have been completed is difficult. Fitch's base case assumes AV remains flat at the 2015 level. The total operating district debt service millage rate, to support MADS (in 2030) for the operating and the original district's debt service, would need to increase by a large 38% from the current level of 34 mills to 47 mills. Although this represents a steep increase, it's comparable to past debt service mill levy rates. The district has no employees and therefore no obligations for pension or other post-employment benefits (OPEB). The debt service fund balance currently totals $5.7 million in reserves pledged to the bonds, including a cash-funded debt reserve equal to 50% of average annual debt service, which Fitch considers positively given the district's moderate stage of development. CHRISTOPHER TOWNSEND: Court Dismisses FDCPA Class Suit ------------------------------------------------------ Bill Rochelle, a bankruptcy columnist for Bloomberg News, reported that U.S. District Judge Brian J. Davis in Jacksonville, Florida, ruled that a creditor doesn't violate the federal Fair Debt Collection Practices Act, or FDCPA, by filing a legitimate claim against a bankrupt consumer when the creditor hasn'r registered with the state as a debt collector. According to the report, Judge Davis dismissed a class action lawsuit aimed at expanding the 2014 Crawford decision by the U.S. Court of Appeals for the 11th Circuit in Atlanta. The class action aimed at engrafting all of the FDCPA into the bankruptcy claims-filing process. The case is Townsend v. Quantum3 Group LLC, 14-cv-1301, 2015 BL 243157, U.S. District Court, Middle District of Florida (Jacksonville). CLIFFS NATURAL: Receives $160 Million Cash Tax Refund ----------------------------------------------------- Cliffs Natural Resources Inc. received cash tax refund of approximately $160 million on Aug. 5, 2015, according to a Form 8-K report filed with the Securities and Exchange Commission. Cliffs Natural issued a news release on July 29, 2015, announcing second-quarter financial results for the quarter ended June 30, 2015, in which Cliffs stated that it anticipated receiving a cash tax refund during the third quarter of 2015. About Cliffs Natural Resources Cliffs Natural Resources Inc. -- http://www.cliffsnaturalresources.com/-- is a mining and natural resources company. The Company is a major supplier of iron ore pellets to the U.S. steel industry from its mines and pellet plants located in Michigan and Minnesota. Cliffs also produces low-volatile metallurgical coal in the U.S. from its mines located in West Virginia and Alabama. Additionally, Cliffs operates an iron ore mining complex in Western Australia and owns two non-operating iron ore mines in Eastern Canada. Driven by the core values of social, environmental and capital stewardship, Cliffs' employees endeavor to provide all stakeholders operating and financial transparency. On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of its affiliates, including Cliffs Quebec Iron Mining ULC commenced restructuring proceedings in Montreal, Quebec, under the Companies' Creditors Arrangement Act (Canada). The initial CCAA order will address the Bloom Lake Group's immediate liquidity issues and permit the Bloom Lake Group to preserve and protect its assets for the benefit of all stakeholders while restructuring and sale options are explored. The Company reported a net loss of $8.31 billion in 2014 following net income of $362 million in 2013. As of June 30, 2015, the Company had $2.60 billion in total assets, $4.30 billion in total liabilities and a $1.70 billion total deficit. * * * As reported by the TCR on Feb. 3, 2015, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Cliffs Natural Resources Inc. to 'B' from 'BB-'. The downgrade of Cleveland-based Cliffs Natural Resources is driven by a revision of the company's financial risk profile to "highly leveraged" from "aggressive" as a result of S&P's lowered iron ore price assumptions. The 24% cut to $65 per metric ton marked the third downward revision since early 2014, when S&P's forecast prices were more than $100 per metric ton. The TCR reported in March 2015 that Moody's Investors Service downgraded Cliffs Natural Resources Inc. Corporate Family Rating and Probability of Default Rating to 'B1' and 'B1-PD' respectively. "The downgrade in the CFR to 'B1' reflects expectations for a weaker performance in the Asia Pacific iron ore (APIO) segment, which has a greater exposure to the movement of iron ore prices in the seaborne market," said Carol Cowan, Moody's senior vice president. CRYOPORT INC: Posts $6.6 Million Net Loss for June 30 Quarter ------------------------------------------------------------- Cryoport, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common stockholders of $6.6 million on $1.4 million of revenues for the three months ended June 30, 2015, compared to a net loss attributable to common stockholders of $3 million on $936,588 of revenues for the same period in 2014. As of June 30, 2015, the Company had $4 million in total assets, $1.9 million in total liabilities and $2 million in total stockholders' equity. As of June 30, 2015, the Company had cash and cash equivalents of $2.4 million and working capital of $1.5 million. Historically, the Company has financed its operations primarily through sales of the Company's debt and equity securities. A full-text copy of the Form 10-Q is available for free at: http://is.gd/dzhZNd About Cryoport Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides comprehensive solutions for frozen cold chain logistics, primarily in the life science industries. Its solutions afford new and reliable alternatives to currently existing products and services utilized for bio-pharmaceuticals and biologics, including in-vitro fertilization, cell lines, vaccines, tissue and other commodities requiring a reliable frozen solution. Cryoport reported a net loss attributable to common stockholders of $12.2 million for the year ended March 31, 2015, compared to a net loss attributable to common stockholders of $19.6 million for the year ended March 31, 2014. As of March 31, 2015, Cryoport had $2.6 million in total assets, $3.02 million in total liabilities and a $416,000 total stockholders' deficit. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2015, citing that the Company has incurred recurring operating losses and has had negative cash flows from operations since inception. Although the Company has cash and cash equivalents of $1.4 million at March 31, 2015, management has estimated that cash on hand, which include proceeds from Class B convertible preferred stock received subsequent to the fourth quarter of fiscal 2015, will only be sufficient to allow the Company to continue its operations into the third quarter of fiscal 2016. These matters raise substantial doubt about the Company's ability to continue as a going concern. DAIRY FARMERS: S&P Assigns 'BB+' Rating on $75MM Securities ----------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB+' rating to Kansas City, Mo.-based Dairy Farmers of America Inc.'s (DFA's) proposed $75 million series B cumulative preferred equity securities. The preferred stock will rank senior to the members' capital accounts and the company's common stock, and will be given 50% equity treatment when calculating financial ratios, given the security's subordination to other debt instruments, lack of maturity date, and fixed nature of its dividend. The company will use proceeds of the share issuance for general corporate and business purposes. S&P continues to believe DFA benefits from good regional geographic diversity, significant economies of scale, and extensive distribution capabilities, with an ability to pass through price increases. Although DFA has exposure to volatile commodity costs and has some customer concentration, it benefits from a well-established manufacturing and distribution footprint across several key sourcing regions, strong market positions, and a product portfolio with value-added features and services. DFA's strong membership retention allows the cooperative to cost-effectively manage its commodity supply needs and affords the cooperative flexibility over the amount and timing of its member payments. S&P expects leverage to be close to 4.0x and funds from operations to debt to be between 18% and 24% over the next two years, compared with 2.6x and 31%, respectively, in 2014. RATINGS LIST Dairy Farmers of America Inc. Corporate credit rating BBB/Stable/A-2 Rating assigned Dairy Farmers of America Inc. Preferred stock $75 mil. Series B Cumulative Redeemable Preferred Stock BB+ DRD TECHNOLOGIES: Order Setting Deadline for Filing Plan Vacated ---------------------------------------------------------------- U.S. Bankruptcy Judge Clifton Jessup, Jr. has issued an order vacating his earlier decision that required DRD Technologies Inc. to file a bankruptcy plan on or before Sept. 16, 2015. The decision issued on June 5, 2015, provided that the company's bankruptcy case would be dismissed without further notice if it failed to file a plan, according to court filings. About DRD Technologies Huntsville, Alabama-based logistics provider DRD Technologies, Inc., sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 15-81366) on May 19, 2015, to halt efforts by creditor ServisFirst Bank to appoint a receiver. The Debtor tapped Stuart M. Maples, Esq., at Maples Law Firm, PC, as counsel. The Debtor disclosed $205,849,965 in assets and $4,289,268 in liabilities as of the Chapter 11 filing. ELEPHANT TALK: Appoints Carl Stevens Audit Committee Chairman ------------------------------------------------------------- Elephant Talk Communications Corp. announced the appointment of Carl Stevens, a member of the Board of Directors, Audit Committee, Nominating Committee and Compensation Committees, to serve as the Chairman of the Audit Committee. Mr. Stevens is replacing Mr. Geoffrey Leland who resigned from the Board of Directors for personal reasons on July 31, 2015. At the time of his resignation, Mr. Leland was also a member of the Compensation Committee. Mr. Leland did not resign as a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. On Aug. 3, 2015, the Board unanimously appointed Mr. Carl Stevens to serve as the Chairman of the Audit Committee. In connection with that appointment, Dr. Francisco Ros replaced Mr. Stevens as the Chairman of the Compensation Committee. Mr. Steven van der Velden, Chairman and CEO of Elephant Talk, stated, "Our Company is very grateful for the many valuable contributions Geoffrey made during his time on the Board. We respect his personal decision and wish him the best." About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. Elephant Talk reported a net loss of $21.9 million in 2014, a net loss of $25.5 million in 2013 and a net loss of $23.1 million in 2012. As of March 31, 2015, the Company had $43.1 million in total assets, $35.5 million in total liabilities and $7.61 million in total stockholders' equity. EMMAUS LIFE: Names Scott Gottlieb as Director --------------------------------------------- The Board of Directors of Emmaus Life Sciences, Inc., appointed Scott Gottlieb, MD, to serve as a director of the Company, effective Aug. 3, 2015. Dr. Gottlieb was not appointed as a member of any board of directors committees in connection with his appointment, although the Board is continuing to evaluate whether Dr. Gottlieb may be appointed to a board committee in the future. Dr. Gottlieb was selected as a director pursuant to that certain agreement, dated as of Sept. 11, 2013, pursuant to which T.R. Winston & Company, LLC has the right to designate a member of the Board. Dr. Gottlieb is eligible to participate in all benefit plans or compensatory arrangements from time to time in effect for the Company's other board members. Dr. Gottlieb, 42, has been a managing director at TRW since 2013. He also has served as a venture partner and member of the healthcare team of New Enterprise Associates since 2007. In addition, Dr. Gottlieb has served as the Deputy Commissioner for Medical and Scientific Affairs with the U.S. Food and Drug Administration and as a senior advisor to the administrator of the Centers for Medicare and Medicaid Services. Dr. Gottlieb is a member of the board of directors of CombiMatrix Corp., and previously served as a director of Molecular Insight Pharmaceuticals. Simultaneous with the appointment of Dr. Gottlieb, the resignation of Mr. Phillip M. Satow from the Board became effective. Mr. Satow tendered his resignation on June 15, 2015. About Emmaus Life Emmaus Life Sciences, Inc., is engaged in the discovery, development, and commercialization of treatments and therapies primarily for rare and orphan diseases. This biopharmaceutical company's headquarters is in Torrance, California. Emmaus Life reported a net loss of $20.8 million on $500,700 of net revenues for the year ended Dec. 31, 2014, compared to a net loss of $14.06 million on $391,000 of net revenues for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $2.2 million in total assets, $24.3 million in total liabilities and a $22.1 million total stockholders' deficit. KPMG LLP, in San Diego, California, issued a "going Concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014. The independent auditors noted that the Company has suffered recurring losses from operations, has significant amounts of debt due within a year, and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. ENERGY FUTURE: Ch. 11 Plan Draws Criticisms from Creditors ---------------------------------------------------------- Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review, reported that Energy Future Holdings Corp.'s deal to get out of bankruptcy fast was met with a barrage of criticism from creditors who say they'll be left holding the bag if the deal at the heart of the turnaround falls through. On August 10, 2015, the Debtors filed a Third Amended Plan and an amended Disclosure Statement. The Court scheduled a hearing for August 11 at which time the Debtors intend to discuss with the Court modifications to the Scheduling Order to reflect certain modified Disclosure Statement Scheduling Dates. In line with the filing of the Third Amended Plan, the Debtors seek authority from the Court to enter into and perform under a plan support agreement. A fundamental premise of the Plan is that TCEH will spin off from EFH on a tax-free basis. The spin-off, according to the Debtors, avoids potentially material deconsolidation taxes and facilitates the merger transaction while still using the Debtors' net operating losses to deliver a substantial "step-up" in the tax basis of TCEH's assets. The Plan also provides for an injection of approximately $7.1 billion of equity capital and approximately $5.1 billion of debt to finance a tax-free merger of reorganized EFH Corp. The new capital would be used to pay off all allowed E-side claims in full in cash. In connection with consummation of the merger, Oncor would be restructured to permit the surviving company to convert to a REIT. The Settlement Agreement and PSA, the Debtors assert, are thus key elements of the negotiated solution. First, under the Settlement Agreement, each of the Settlement Parties agrees to settle and release nearly all claims against: (a) the Debtors, (b) the TCEH First Lien Creditors, and (c) the Sponsors, and (d) the Debtors’ directors and officers. Critically, the Settlement Agreement will take effect, and most of the claims will be released, immediately upon approval by the Court, regardless of the success or failure of the transactions contemplated by the Plan, thus preserving the peace negotiated by, and avoiding litigation among, the Settlement Parties even if an alternative restructuring must be pursued. Second, the PSA requires the PSA Parties to support the Plan and to refrain from acting in any way that would impede its success, while also maintaining flexibility to pivot to an alternative restructuring should the transactions contemplated by the Plan prove unsuccessful. Specifically, the PSA allows the PSA Parties, subject to certain restrictions, to continue negotiations around alternative restructuring structures, and generally requires the TCEH unsecured creditors not to object or interfere with an alternative restructuring should the transactions contemplated by the Plan fail to close, so long as the alternative restructuring affords the TCEH creditors certain minimum treatment as set forth in the Settlement Agreement. The PSA also includes a robust fiduciary out for the Debtors. About Energy Future Holdings Corp. Energy Future Holdings Corp., formerly known as TXU Corp., is aprivately held diversified energy holding company with a portfolioof competitive and regulated energy businesses in Texas. Oncor,an 80 percent-owned entity within the EFH group, is the largestregulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created inOctober 2007 in a $45 billion leverage buyout of Texas powercompany TXU in a deal led by private-equity companies KohlbergKravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.Lead Case No. 14-10979) after reaching a deal with some keyfinancial stakeholders to keep its businesses operating whilereducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S.Sontchi (CSS). The Debtors are seeking to have their casesjointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee forthe second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed inthe case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energyrestructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. ENERGY FUTURE: TCEH Noteholders Unveil REIT Reorganization Terms ---------------------------------------------------------------- Earlier on Aug. 10, Energy Future Holdings Corp. ("EFH"), Energy Future Competitive Holdings Company LLC and Energy Future Intermediate Holding Company LLC filed a Current Report on Form 8-K with the Securities and Exchange Commission (the "EFH 8-K") disclosing certain material agreements in connection with a proposed plan of reorganization for EFH and its debtor subsidiaries, including Texas Competitive Electric Holdings Company LLC ("TCEH"), pursuant to Chapter 11 of the U.S. Bankruptcy Code. In connection therewith and as described in the EFH 8-K, the Ad Hoc Group of TCEH Unsecured Noteholders that are part of the Investor Group referenced in the EFH 8-K are providing certain additional information in connection with the terms and conditions of the proposed real estate investment trust ("REIT") reorganization to be implemented through the Merger and Plan described below. A copy of the Summary of Certain Principal Terms of the REIT Reorganization is available for free at: http://is.gd/tXThAC About Energy Future Holdings Corp. Energy Future Holdings Corp., formerly known as TXU Corp., is aprivately held diversified energy holding company with a portfolioof competitive and regulated energy businesses in Texas. Oncor,an 80 percent-owned entity within the EFH group, is the largestregulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created inOctober 2007 in a $45 billion leverage buyout of Texas powercompany TXU in a deal led by private-equity companies KohlbergKravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.Lead Case No. 14-10979) after reaching a deal with some keyfinancial stakeholders to keep its businesses operating whilereducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S.Sontchi (CSS). The Debtors are seeking to have their casesjointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee forthe second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed inthe case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energyrestructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli ENERGY FUTURE: To Pursue Merger, Spin-Off Under Ch. 11 Plan ----------------------------------------------------------- Energy Future Holdings Corp., et al., filed with the U.S. Bankruptcy Court for the District of Delaware a third amended joint plan of reorganization and accompanying disclosure statement, stating that the Debtors ultimately determined to pursue two aspects of the EFH/EFIH Transaction alternatives: (a) a merger and investment structure in which certain investors would provide a new-money contribution that would be used to provide a full recovery to Allowed Claims against EFH and EFIH, in cash, excluding Makewhole Claims; and (b) the Spin-Off. The Merger would be funded through equity investments. Peg Brickley, writing for The Wall Street Journal, reported that under the plan, Energy Future's 80% stake in Oncor is to be taken over by a consortium of investors from inside and outside the massive bankruptcy proceeding, including an affiliate of Hunt Consolidated Inc., Anchorage Capital Group, Arrowgrass Capital Partners, BlackRock, Centerbridge Partners, the Blackstone Group’s GSO Capital Partners LP, Avenue Capital Group and the Teacher Retirement System of Texas. In a release, Hunt Consolidated Energy Chief Executive Hunter L. Hunt called the new Energy Future plan "a significant step forward in helping to ensure that Oncor has the resources and Texas-based management required to continue meeting the needs of its customers and its communities," the Journal cited. A blacklined version of the Disclosure Statement dated Aug. 10, 2015, is available at http://bankrupt.com/misc/EFHds0810.pdf About Energy Future Holdings Corp. Energy Future Holdings Corp., formerly known as TXU Corp., is aprivately held diversified energy holding company with a portfolioof competitive and regulated energy businesses in Texas. Oncor,an 80 percent-owned entity within the EFH group, is the largestregulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created inOctober 2007 in a $45 billion leverage buyout of Texas powercompany TXU in a deal led by private-equity companies KohlbergKravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.Lead Case No. 14-10979) after reaching a deal with some keyfinancial stakeholders to keep its businesses operating whilereducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S.Sontchi (CSS). The Debtors are seeking to have their casesjointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee forthe second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed inthe case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energyrestructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. EQUITY COMMONWEALTH: S&P Raises Corp Credit Rating From 'BB+' ------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Equity Commonwealth to 'BBB-' from 'BB+'. The outlook is stable. S&P also affirmed its 'BBB-' rating on the company's senior unsecured debt. "We raised the rating to reflect asset sales and planned debt reduction that occurred at a faster pace than we anticipated in our prior base-case forecast," said credit analyst Jaime Gitler. "This has resulted in a buildup of significant amounts of unrestricted cash that we believe the company will use for debt reduction and potentially investments in higher barrier markets." The outlook is stable. S&P expects the company will continue to sell assets and use proceeds to deleverage and pursue a more focused strategy going forward by acquiring stronger and more durable assets in target markets. S&P could raise the ratings if Equity Commonwealth continues to reposition the portfolio, the remaining assets perform well, and the company capably demonstrates a competitive niche within the new geographies to which it has pivoted. This could result in a revised business risk profile to "satisfactory". S&P could lower the ratings if the company experiences meaningful portfolio distress or if it committed to a largely debt financed M&A deal. S&P could also lower the ratings if leverage rises, such that debt to undepreciated capital rises above 40% for a sustained period of time. S&P considers this scenario as unlikely at this time. FILMED ENTERTAINMENT: Files Chapter 11 Petition to Facilitate Sale ------------------------------------------------------------------ Filmed Entertainment Inc. on Aug. 10 disclosed that the Company has filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code to pursue an orderly sale of its Columbia House DVD Club business, a direct-to-customer distributor of movies and television series in the United States. The Company was historically active in the musical compact disc business, but exited the music business in 2010. The business has been in decline for approximately two decades, driven by the advent of digital media and resulting declines in the recorded music business and the home-entertainment segment of the film business. Columbia House's revenues peaked in 1996 at approximately $1.4 billion and declined in almost every year since then. In 2014, the Company's net revenues were $17 million. After careful consideration, and with recognition of the continued decline in the physical DVD market, the Company has determined that the best course forward to maximize value is to sell the business through an open auction process under section 363 of the U.S. Bankruptcy Code. Since late 2014, PriceWaterhouse Coopers, the Company's financial and restructuring advisor, has conducted a process of identifying and contacting potential purchasers and investors. All operations are expected to continue throughout the process, and the Company will continue to service its members and sell DVDs. The Chapter 11 petition was filed in the U.S. Bankruptcy Court for the Southern District of New York (Manhattan). About Filmed Entertainment Inc. Filmed Entertainment Inc. is the owner of Columbia House DVD Club, a direct-to-consumer distributor of movies and television series in the United States. FILMED ENTERTAINMENT: Files for Ch. 11, In Talks With Buyer ----------------------------------------------------------- Filmed Entertainment Inc., owner of the Columbia House DVD Club, has sought Chapter 11 protection to pursue a sale of its business. Previously a top seller of vinyl records and then musical compact discs, the Columbia House at present distributes movies and television series titles to 110,000 club members. The business has been in decline for approximately two decades, driven by the advent of digital media and resulting declines in the recorded music business and the home-entertainment segment of the film business. The Columbia House business peaked in 1996, when revenues were approximately $1.4 billion. By 2005, when Debtor acquired Columbia House, Columbia House revenues had declined precipitously to $522 million. In 2014, revenues were $17 million. The Debtor currently does not have any employees. Over the last several years, the Company has outsourced its operational functions to third-party vendors under service agreements. Prepetition Indebtedness The Debtor does not have any institutional financial debt. The Debtor has a secured obligation of $800,000 as of Aug. 7, 2015 stemming from a settlement agreement with HCL America, Inc., and a related confession of judgment. In addition, the Debtor has $7 million in unsecured current liabilities, including trade payables and royalty licensing amounts due to movie studios, and $56 million in legacy liabilities reflected on its balance sheet. The Debtor's actuarial consultants have advised that, as of May 2015, the Debtor has $20.1 million of long-term qualified pension liability. There is also $10.2 million of long-term nonqualified pension liability. Sale Process Glenn Langberg, independent director of FEI, explains that notwithstanding major cost reduction efforts, and efforts to streamline the Company to make it more nimble and operationally efficient, given adverse market conditions, sales have continued to decline for many years. The Debtor is continuing to lose cash at a rate that would require it to cease operations at some point if it is unable to consummate the sale of its assets in a Court supervised transaction. In May 2013, the Debtor engaged the restructuring group of PwC to advise it with respect to a range of operational and financial initiatives. In October 2014, with the assistance of PwC, the Debtor began a process to explore strategic alternatives, including for instance a sale of the business; minority and majority investments (either via debt, equity or both); refinancing; and joint venture arrangements. Strategic parties contacted included physical and digital media companies. Financial parties contacted included private equity firms, hedge funds, traditional lending institutions and specialty lenders. After an extensive analysis of these alternatives, the Debtor, through PwC, contacted approximately 130 strategic and financial parties that they believed would be potentially interested in consummating one of the restructuring transactions. PwC sent "teasers" and non-disclosure agreements to 130 parties. Of the 130 parties, approximately 20 expressed interest and signed non-disclosure agreements. The Interested Parties were provided access to a comprehensive data room, containing the Debtor's key financial and operational information, and all of its relevant organizational and corporate documents. One party -- Potential Buyer 1 -- engaged in specific negotiations with respect to entering into a transaction with the Debtor -- specifically, investment and a going concern acquisition of substantially all of the Debtor's assets. Accordingly, in November 2014, the Debtor and Potential Buyer 1 began negotiating the terms of a going concern sale, with the parties exchanging term sheets outlining the prospective terms and conditions of an investment/acquisition. The parties, however, were unable to reach an agreement regarding a transaction. In addition to Potential Buyer 1, the Debtor has been in active discussions with another party -- Potential Buyer 2 -- regarding its potential acquisition of the Debtor's assets. These discussions with Potential Buyer 2 remain ongoing as of the Petition Date. The Debtor continues to actively market its assets, and intends to recontact all of the Interested Parties, among others. The Debtor will seek authority from the Bankruptcy Court to continue such marketing and to conduct a sale of its assets pursuant to a court-supervised process -- including approval of, among other things, bidding and auction procedures and ultimately approval of the Debtor's asset sale. Given the Debtor's continuing cash burn and considerable prepetition marketing of its assets, the Debtor will be proposing, in the short term, an expedited sale process. The Debtor believes an expedited timeline is appropriate to effectuate a prompt, yet court supervised sale of the Debtor's assets as a going concern, and to maximize the value of the Debtor's assets for all parties in interest in this case. It is logical and beneficial to creditors to continue to operate the business while a potential sale is concluded, Mr. Langberg tells the Court. The valuable assets owned by the Debtor include, for instance, the trade name which has much goodwill associated with it, the current member base, the list of prior members, content Licenses, and inventory of DVDs in the warehouse. First Day Motions The Debtor has filed a number of first day pleadings that they say are (a) vital to enable the Debtor to make the transition to, and operate in, chapter 11 with minimum interruption or disruption to its business or loss of going concern value, and (b) constitute a critical element in the Debtor achieving a successful sale and an orderly wind-down of its business. The Debtor is seeking approval to: -- extend the time to file schedules and SOFAs; -- tap Prime Clerk LLC as claims and noticing agent; -- maintain its cash management system; -- pay state and local sales and use tax liabilities; -- confirm the protections of the automatic stay; -- grant administrative expense status to postpetition goods; -- continue its customer programs; and -- use cash collateral. A copy of the affidavit in support of the first day motions is available for free at: http://bankrupt.com/misc/FEI_1st_Day_Affidavit.pdf About Filmed Entertainment Filmed Entertainment Inc. owns and operates the "Columbia House DVD Club," a direct-to-customer distributor of movies and television series in the United States. FEI conducts its business through physical catalogues and through the http://www.columbiahouse.com/ Web site. FEI was historically active in the musical compact disc business, but exited the music business in 2010. Founded in 1955 as a division of CBS Inc. to sell vinyl records and cassette tapes, FEI is a unit of Pride Tree Holdings, Inc., which acquired FEI in December 2012. On Aug. 10, 2015 FEI filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Case No. 15-12244) in Manhattan, New York. The case IS pending before the Honorable Shelley C. Chapman. The Debtor tapped Griffin Hamersky P.C. as counsel, and Prime Clerk LLC as claims and noticing agent. The Debtor estimated assets of $1 million to $10 million and debt of $50 million to $100 million. FILMED ENTERTAINMENT: Seeks to Use Cash Collateral -------------------------------------------------- Filmed Entertainment Inc. is asking the U.S. Bankruptcy Court for the Southern District of New York for approval to use cash collateral and grant adequate protection to secured party HCL America, Inc. On Oct. 15, 2013, HCL America, Inc., commenced an action against the Debtor in the Supreme Court of the State of New York, County of New York, seeking, inter alia, payment of outstanding invoices of approximately $4.6 million, plus interest, attorney's fees, and collection costs. The Debtor asserted counterclaims in the amount in excess of $5 million. On July 22, 2014, the Debtor, then known as Direct Brands, Inc., and HCL entered into a certain stipulation of settlement, as amended on Aug. 15, 2014, relating to, inter alia, the settlement and dismissal of certain state court litigation. The Settlement Agreement obligated the Debtor, in part, to remit $3 million to HCL over a period of 21 months. Payment of the Settlement Amount was secured by all assets of the Debtor. As of the Petition Date, the Debtor's outstanding obligation to HCL is $800,000. The Debtor intends to use HCL's cash collateral to pay operating costs and expenses -- including, but not limited to, management fees -- fees owed to the United States Trustee, and restructuring expenses. The proposed interim order submitted by the Debtor contemplates the use of cash collateral through the week ending Nov. 6, 2015. Subject to a carve-out for professional fees and terms of any postpetition financing approved in the case, the Debtor will grant HCL: (i) allowed senior administrative expense claims with priority over any and all other claims against the Debtor, now existing or hereafter arising, of any kind whatsoever, as provided under Section 507(b) of the Bankruptcy Code; and (ii) adequate protection liens, including replacement liens, liens on certain unencumbered property, provided that unencumbered property will not include avoidance actions under Chapter 5 of the Bankruptcy Code or the proceeds thereof. About Filmed Entertainment Filmed Entertainment Inc. owns and operates the "Columbia House DVD Club," a direct-to-customer distributor of movies and television series in the United States. FEI conducts its business through physical catalogues and through the http://www.columbiahouse.com/ Web site. FEI was historically active in the musical compact disc business, but exited the music business in 2010. Founded in 1955 as a division of CBS Inc. to sell vinyl records and cassette tapes, FEI is a unit of Pride Tree Holdings, Inc., which acquired FEI in December 2012. On Aug. 10, 2015 FEI filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Case No. 15-12244) in Manhattan, New York. The case is pending before the Honorable Shelley C. Chapman. The Debtor tapped Griffin Hamersky P.C. as counsel, and Prime Clerk LLC as claims and noticing agent. The Debtor estimated assets of $1 million to $10 million and debt of $50 million to $100 million. FILMED ENTERTAINMENT: Wants 2 More Weeks to File Schedules ---------------------------------------------------------- Filmed Entertainment Inc. is asking the U.S. Bankruptcy Court for the Southern District of New York to extend by 14 days the deadline to file its statements of financial affairs and schedules of assets and liabilities. The Debtor says it will coordinate with the United States Trustee, and any official committee appointed in the Chapter 11 Case, to ensure that an initial section 341 meeting of creditors is timely held, by making sufficient financial data and creditor information available. The Debtor has begun compiling the information that will be required to complete the Schedules and Statements. However, the Debtor has not yet finished this process, as it does not have employees of its own, but instead is working with Bookspan LLC, its affiliate, who maintains and controls substantially all of the Debtor's books and records pursuant to a services agreement between the parties. About Filmed Entertainment Filmed Entertainment Inc. owns and operates the "Columbia House DVD Club," a direct-to-customer distributor of movies and television series in the United States. FEI conducts its business through physical catalogues and through the http://www.columbiahouse.com/ Web site. FEI was historically active in the musical compact disc business, but exited the music business in 2010. Founded in 1955 as a division of CBS Inc. to sell vinyl records and cassette tapes, FEI is a unit of Pride Tree Holdings, Inc., which acquired FEI in December 2012. On Aug. 10, 2015 FEI filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Case No. 15-12244) in Manhattan, New York. The case IS pending before the Honorable Shelley C. Chapman. The Debtor tapped Griffin Hamersky P.C. as counsel, and Prime Clerk LLC as claims and noticing agent. The Debtor estimated assets of $1 million to $10 million and debt of $50 million to $100 million. FINJAN HOLDINGS: Jury Finds 5 of 6 Finjan's Patents Infringed ------------------------------------------------------------- Finjan Holdings, Inc., announced that the jury in Finjan, Inc. v. Blue Coat Systems Inc. (5:13-cv-03999-BLF) returned a unanimous verdict that Finjan's U.S. Patent Nos. 6,154,844, 6,804,780, 6,965,968, and the 7,418,731 were literally infringed by Blue Coat. Further, the jury found that U.S. Patent No. 7,647,633 was infringed by Blue Coat under the Doctrine of Equivalents. Moreover, the jury found each of Finjan's asserted patents valid. The verdict, reached on Aug. 4, 2015, followed a two-week trial before the Honorable Beth Labson Freeman of the U.S. District Court for the Northern District of California. Finjan alleged that Blue Coat's products or combination of products, namely, WebPulse, ProxySG, CAS (or Content Analysis System), MAA (or Malware Analysis Appliance), and ProxyAG infringed one or more of the asserted claims of the asserted patents. The jury also decided that Finjan was entitled to $39,528,487 damages as reasonable royalties for Blue Coat's infringement. "We are both grateful and gratified with the jury's verdict," said Julie Mar-Spinola, Finjan's chief intellectual property officer and VP, Legal. "As we have stated in our earlier Litigation Updates, we are committed to our licensing best practices and will present our patent infringement claims credibly and convincingly to establish the merits of our case, in and outside of the courtroom. Additionally, we were confident in the merits of our patent claims against Blue Coat. It is significant that the jury unanimously agreed with us on all but one." Finjan is well-represented by Paul Andre, Lisa Kobialka, James Hannah, Hannah Lee, and Kris Kastens, and many other significant contributors from the law offices of Kramer Levin Naftalis & Frankel in Menlo Park, CA. Finjan has also 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. This matter has also been assigned to Judge Freeman. 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. The court dockets for the foregoing cases are publicly available on the Public Access to Court Electronic Records (PACER) website, www.pacer.gov, which is operated by the Administrative Office of the U.S. Courts. 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. FOUR OAKS: Announces Release from 2011 Written Agreement -------------------------------------------------------- Four Oaks Fincorp, Inc., the holding company for Four Oaks Bank & Trust Company, announced that the Company and Bank have been released from the Written Agreement dated May 24, 2011, with the Federal Reserve Bank of Richmond and the North Carolina Office of the Commissioner of Banks. Working closely with its regulatory partners, the Company has been able to demonstrate substantial business and risk management progress and was deemed in compliance with the twenty point Written Agreement. The Company's 2014 capital raise, continued asset quality improvements, and implementation of the asset resolution plan were critical to the Bank's ability to demonstrate the required compliance. At the same time, the Bank has entered into a more narrow, three point Written Agreement only with the Federal Reserve Bank of Richmond that is unrelated to the Bank's financial condition. This agreement covers the preparation and implementation of programs related to board oversight, review of new products and services, and ongoing customer monitoring. The Bank has already made strides in improving these areas and believes that it will be able to demonstrate full compliance with this agreement in the future. President and Chief Executive Officer David H. Rupp stated, "This has been an important quarter for our Bank. Following the announcement of record earnings, we were able to reach agreement with our regulatory partners to lift the Written Agreement from 2011. This action reflects improvements in our capital position, asset quality, and governance. We will continue to work diligently to improve the Bank across all areas. We are very thankful for the support of our customers, our communities and our fine team members who have remained loyal to the Bank as we have worked through these changes." In late May 2011, the Company and the Bank entered into a Written Agreement with the Federal Reserve Bank of Richmond and the North Carolina Commissioner of Banks. Under the terms of the Written Agreement, the Bank developed and submitted for approval, within the time periods specified, plans to: * revise lending and credit administration policies and procedures at the Bank and provide relevant training * enhance the Bank's real estate appraisal policies and procedures * enhance the Bank's loan grading and independent loan review programs * improve the Bank's position with respect to loans, relationships, or other assets in excess of $750,000, which are now or in the future become past due more than 90 days, are on the Bank's problem loan list, or adversely classified in any report of examination of the Bank, and * review and revise the Bank's current policy regarding the Bank's allowance for loan and lease losses and maintain a program for the maintenance of an adequate allowance. About Four Oaks With $722 million in total assets as of June 30, 2015, Four Oaks Bank & Trust Company, through its wholly-owned subsidiary, Four Oaks Bank & Trust Company, offers a broad range of financial services through its sixteen offices in Four Oaks, Clayton, Smithfield, Garner, Benson, Fuquay-Varina, Wallace, Holly Springs, Harrells, Zebulon, Dunn, Raleigh (LPO), Apex (LPO) and Southern Pines (LPO), North Carolina. Four Oaks Fincorp, Inc. trades through its market makers under the symbol of FOFN. Four Oaks Fincorp reported a net loss of $4.18 million in 2014, a net loss of $350,000 in 2013, a net loss of $6.96 million in 2012 and a net loss of $9.09 million in 2011. As of Dec. 31, 2014, the Company had $821 million in total assets, $780 million in total liabilities and $40.7 million in total shareholders' equity. FRAC SPECIALISTS: Gets Final Approval to Use Cash Collateral ------------------------------------------------------------ Frac Specialists LLC received final approval to use the cash collateral of its lender Capital One N.A. Pursuant to the court order, Capital One, which is owed more than $7 million, will be granted security interests and liens in the properties owned by Frac Specialists and its affiliates as "adequate protection." Frac Specialists will also pay the bank $2.1 million through funds it will receive from Encana Oil & Gas (USA) Inc. Capital One will get a "superpriority administrative expense claim" if the $2.1 million payment and liens granted to it are not enough to protect the bank, court filings show. The final order was signed by Judge D. Michael Lynn of U.S. Bankruptcy Court for the Northern District of Texas. About Frac Specialists Frac Specialists, LLC, Cement Specialists, LLC, and Acid Specialists, LLC, are oilfield service providers serving the exploration and production industry within the Permian Basin. Noble Natural Resources, LLC, Javier Urias and Alex Hinojos collectively own 100% of the membership interests in the Companies. The Companies sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 15-41974), on May 17, 2015. Larry P. Noble signed the petitions as manager. On May 27, 2015, the Court directed the joint administration of the cases. The Debtors estimated assets and debts of $50 million to $100 million. Judge Michael Lynn presides over the cases. The Debtors tapped Lynda L. Lankford, Esq., and Jeff P. Prostok,Esq., at Forshey & Prostok, LLP, as their counsel. The U.S. Trustee appointed five creditors to serve on an official committee of unsecured creditors. FRAC SPECIALISTS: Palmer & Manuel Files Rule 2019 Statement ----------------------------------------------------------- Larry Chek, Esq., at Palmer & Manuel LLP, in Dallas, Texas, disclosed in a court filing that his firm represents these creditors in the Chapter 11 cases of Frac Specialists LLC and its affiliates: (1) Wells Fargo Equipment Finance, Inc. 733 Marquette Ave., Suite 700 MAC N9306-070 Minneapolis, MN 55402 (2) First National Capital, LLC 27051 Towne Centre Dr., 260 Foothill Ranch, CA 92610 Mr. Chek made the disclosure pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. About Frac Specialists Frac Specialists, LLC, Cement Specialists, LLC, and Acid Specialists, LLC, are oilfield service providers serving the exploration and production industry within the Permian Basin. Noble Natural Resources, LLC, Javier Urias and Alex Hinojos collectively own 100% of the membership interests in the Companies. The Companies sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 15-41974), on May 17, 2015. Larry P. Noble signed the petitions as manager. On May 27, 2015, the Court directed the joint administration of the cases. The Debtors estimated assets and debts of $50 million to $100 million. Judge Michael Lynn presides over the cases. The Debtors tapped Lynda L. Lankford, Esq., and Jeff P. Prostok,Esq., at Forshey & Prostok, LLP, as their counsel. The U.S. Trustee appointed five creditors to serve on an official committee of unsecured creditors. FUSION TELECOMMUNICATIONS: Appoints Principal Accounting Officer ---------------------------------------------------------------- The Board of Directors appointed Lisa Taranto as the principal accounting officer of Fusion Telecommunications International, Inc. and its subsidiaries. Ms. Taranto has served as vice president, accounting and finance since January 2014. Prior to joining the Company, Ms. Taranto served as vice president, finance and accounting for Broadvox, LLC and from January 2006 to January 2011 served as vice president, accounting and financial operations to Cypress Communications. From May 2003 to April 2005, Ms. Taranto held senior financial management roles at AirGate PCS (a Sprint Company), where she built the company's settlements operations organization and held a position on that company's external controls and disclosures committee. Ms. Taranto has over 25 years of financial management experience in the communications industry. Earlier in her career, Ms. Taranto held executive management roles at MCI/Verizon Business, where she led the Global Financial Operations and IT Revenue Systems organizations. Ms. Taranto holds a B.A from William Patterson University. About Fusion Telecommunications New York City-based Fusion Telecommunications International, Inc., (OTC BB: FSNN) is a provider of Internet Protocol ("IP") based digital voice and data communications services to corporations and carriers worldwide. Fusion incurred a net loss applicable to common shareholders of $4.31 million in 2014, a net loss applicable to common shareholders of $5.48 million in 2013 and a net loss applicable to common stockholders of $5.61 million in 2012. As of March 31, 2015, the Company had $71.2 million in total assets, $62.0 million in total liabilities and $9.19 million in total stockholders' equity. GLYECO INC: John Lorenz Quits as Director ----------------------------------------- John Lorenz tendered his resignation as a director of GlyEco, Inc., effective Aug. 5, 2015, according to a document filed with the Securities and Exchange Commission. Mr. Lorenz's resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. "The Board of Directors would like to thank Mr. Lorenz for his dedication, leadership, and lasting contributions to the Company throughout his many years of service, and it wishes him well in all of his future endeavors." About GlyEco, Inc. Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company formed to roll-out its proprietary and patent pending glycol recycling technology that transforms waste glycols, a hazardous material, into profitable green products. As of March 31, 2015, the Company had $16.6 million in total assets, $2.48 million in total liabilities and $14.09 million in total stockholders' equity. Glyeco reported a net loss attributable to common shareholders of $8.73 million on $5.89 million of net sales for the year ended Dec. 31, 2014, compared with a net loss of $4 million on $5.53 million of net sales for the year ended Dec. 31, 2013. Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has yet to achieve profitable operations and is dependent on its ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. GOLD HORSES: Case Summary & 16 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Gold Horses LLC dba Del Cielo Home Care Services LLC 1807 Alta Vista Street Alice, TX 78332 Case No.: 15-20313 Nature of Business: Health Care Chapter 11 Petition Date: August 10, 2015 Court: United States Bankruptcy Court Southern District of Texas (Corpus Christi) Debtor's Counsel: Lynn Hamilton Butler, Esq. HUSCH BLACKWELL LLP 111 Congress Ave, Ste 1400 Austin, TX 78701-4043 Tel: (512) 479-9758 Fax: (512) 226-7318 Email: lynn.butler@huschblackwell.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Andres Elizondo, II, director. A list of the Debtor's 16 largest unsecured creditors is available for free at http://bankrupt.com/misc/txsb15-20313.pdf GOLD RIVER: Directed to Make Disclosures re Pasadena Property ------------------------------------------------------------- The United States Bankruptcy Court for the Central District of California, Los Angeles Division, ordered Gold River Valley, LLC, to provide all disclosures related to the real property known as 650-652 S. Lake Avenue, in Pasadena, California, to its secured creditor, Lone Oak Fund, LLC. Lone Oak sought the disclosures, including (a) copies of all marketing materials related to and/or which refer to the sale of the Property; (b) copies of all communications which identify any expressions of interest and/or offers to purchase the Property; (c) copies of all communications which identify or refer to any counteroffers made or submitted for the sale/purchase of the Property; (d) copies of all communications which identify or refer to any expressions of interest of any potential stalking horse bidder(s) for the Property; and (e) copies of all communications which identify or refer to any inquires received by Debtor and/or the Broker related to the Property; having not received said disclosures, and good cause otherwise appearing therefor. Lone Oak Fund, LLC, is represented by: Simon Aron Elsa Horowitz WOLF, RIFKIN, SHAPIRO, SCHULMAN & RABKIN, LLP 11400 West Olympic Boulevard, 9th Floor Los Angeles, California 90064-1582 Tel: (310) 478-4100 Fax: (310) 479-1422 Email: saron@wrslawyers.com ehorowitz@wrslawyers.com About Gold River Valley, LLC Gold River Valley, LLC, sought Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 15-10691) in Los Angeles, on Jan. 16, 2015. David B. Golubchik, Esq., and Jeffrey S. Kwong, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P., represents the Debtor as counsel. The Debtor disclosed $12,000,000 in assets and $8,720,911 in liabilities as of the Chapter 11 filing. IDERA PHARMACEUTICALS: Posts $12.7 Million Net Loss for 2nd Qtr. ---------------------------------------------------------------- Idera Pharmaceuticals, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $12.7 million on $5,000 of alliance revenue for the three months ended June 30, 2015, compared to a net loss of $8.3 million on $38,000 of alliance revenue for the same period during the prior year. For the six months ended June 30, 2015, the Company reported a net loss of $25.2 million on $39,000 of alliance revenue compared to a net loss of $17.2 million on $41,000 of alliance revenue for the same period a year ago. As of June 30, 2015, the Company had $109.8 million in total assets, $7.3 million in total liabilities and $102.5 million in total stockholders' equity. A full-text copy of the Form 10-Q is available at: http://is.gd/rcewFv About Idera Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a clinical stage biotechnology company engaged in the discovery and development of novel synthetic DNA- and RNA-based drug candidates that are designed to modulate immune responses mediated through Toll-like Receptors, or TLRs. The Company has two drug candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a TLR7, TLR8, and TLR9 antagonist, in clinical development for the treatment of autoimmune and inflammatory diseases. Idera Pharmaceuticals reported a net loss attributable to common stockholders of $39.2 million in 2014, a net loss applicable to common stockholders of $21.09 million in 2013 and a net loss applicable to common stockholders of $22.5 million in 2012. ISLE OF CAPRI CASINOS: Moody's Alters Ratings Outlook to Positive ----------------------------------------------------------------- Moody's Investors Service revised Isle of Capri's Casinos rating outlook to positive from stable. The company's existing ratings, including its B2 Corporate Family Rating, were affirmed. Ratings Affirmed: Corporate Family Rating, at B2 Probability of Default Rating, at B2-PD $300 million senior secured revolver due 2018, at Ba2 (LGD1) $500 million 5.875% senior unsecured notes due 2021, at B2 (LGD3) $350 million 8.875% senior subordinated notes due 2021, at Caa1 (LGD5) Isle owns or operates 15 gaming and entertainment facilities in Colorado, Florida, Iowa, Louisiana, Mississippi, Missouri and Pennsylvania. Net revenue for the company's fiscal year-ended April 26, 2015 was $996.3 million. RATINGS RATIONALE The outlook revision to positive reflects the improvement and stability in Isle's gaming revenue that has occurred in the past few months. This, combined with a lower and more efficient cost structure, provides Moody's with a higher level of confidence that Isle will be able to maintain lease-adjusted debt/EBITDA below 5.0 times, the current leverage trigger required for a higher rating. Isle's lease-adjusted debt/EBITDA was 5.0 times for the fiscal year-ended April 26, 2015. Moody's currently estimates that Isle will generate discretionary cash flow of between $85 million and $95 million in both fiscal 2016 and in fiscal 2017, and that about $100 million of that amount will be applied toward debt reduction. Isle has already reduced its total debt about 10% in the last two years, and Moody's expects it to drop by another 10% through the end of fiscal 2017. This absolute debt reduction along with some modest EBITDA growth is expected to improve debt/EBITDA to near 4.5 times in fiscal 2016. Although some of the discretionary cash flow generated through fiscal 2017 will be used for development capital expenditure, including the development of a single level land-based casino in Bettendorf, Iowa that will replace Isle's existing riverboat casino in that market, we consider the company's development plans to be relatively modest, and important in terms of maintaining its customer base in Bettendorf, Iowa. In addition to Moody's expectation of further debt reduction, the B2 Corporate Family Rating considers Isle's geographically diverse portfolio of casino assets which reduces Isle's reliability on any one particular gaming jurisdiction and/or gaming market. Positive rating consideration is also given to Moody's stable US gaming industry outlook. Moody's revised its US gaming industry sector outlook (ISO) to stable from negative on July 14 based on Moody's view that the sector's EBITDA has improved. Despite recent improvements in gaming revenue demand, Isle, along with other U.S. regional gaming operators face fundamental long-term challenges. In addition to casino oversupply conditions and the resulting cannibalization of customer dollars that is occurring throughout many US gaming markets, US population demographics continue to move in a direction that doesn't favor casino gaming. As a result, the continued heavy reliance on slots and table games puts "bricks and mortar" regional casinos like Isle at risk. Projected population demographics point to a more significant shift in age distribution of the US population to people aged 65 years and older. An aging population implies both lower labor force participation and savings rates, and raises the concern of slowing economic growth. This in turn raises concerns about the amount of discretionary income that will be available in the future to spend on highly discretionary leisure activities like casino gaming. At the same time, the younger generation may not be spending as much time playing casino-style games at regional casinos as previous generations did. This younger demographic has a much larger, more diverse, more sophisticated and more mobile type of entertainment options to spend their discretionary income on, compared to previous generations. The principal methodology used in these ratings was Global Gaming Industry published in June 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. ISTAR FINANCIAL: Reports $31 Million Net Loss for 2nd Quarter ------------------------------------------------------------- iStar Financial Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss allocable to common shareholders of $30.9 million on $109.2 million of total revenues for the three months ended June 30, 2015, compared to a net loss allocable to common shareholders of $16.2 million on $129.8 million of total revenues for the same period in 2014. For the six months ended June 30, 2015, the Company reported a net loss allocable to common shareholders of $53.5 million on $222 million of total revenues compared to a net loss allocable to common shareholders of $42.7 million on $238.6 million of total revenues for the same period during the prior year. As of June 30, 2015, iStar Financial had $5.6 billion in total assets, $4.4 billion in total liabilities, $12.6 million in redeemable noncontrolling interests, and $1.1 billion in total equity. Board of Directors The Board of Directors has elected Clifford De Souza as a new director of the Company effective July 28, 2015. This expands the total number of directors to seven, six of which are independent. Mr. De Souza will serve on the Company's audit committee. Most recently, Mr. De Souza was Head of International Business at Mitsubishi UFJ Holdings (Japan) from 2012 to 2014 where he was responsible for all securities and investment banking activity, primary and secondary, outside of Japan. In this capacity he also served as Chairman of the Board of the US, Hong Kong and Singapore subsidiaries and on the board of its London entity. He also served as CEO of the London subsidiary from 2008 to 2012. Prior to this he held a number of senior capital market positions in various global institutions. He holds a B.A. in Physics from the University of Cambridge and a Ph.D. in Theoretical Physics from the University of Maryland. A full-text copy of the Form 10-Q is available for free at: http://is.gd/7m0zgV About iStar Financial New York-based iStar Financial Inc. (NYSE: SFI) provides custom- tailored investment capital to high-end private and corporate owners of real estate, including senior and mezzanine real estate debt, senior and mezzanine corporate capital, as well as corporate net lease financing and equity. The Company, which is taxed as a real estate investment trust, provides innovative and value added financing solutions to its customers. iStar Financial reported a net loss allocable to common shareholders of $33.72 million in 2014, a net loss allocable to common shareholders of $155.76 million in 2013 and a net loss allocable to common shareholders of $272.99 million in 2012. * * * As reported by the TCR on June 26, 2014, Fitch Ratings had affirmed the Issuer Default Rating (IDR) of iStar Financial at 'B'. The 'B' IDR is driven by improvements in the company's leverage, continued demonstrated access to the capital markets and new sources of growth capital and material reductions in non- performing loans (NPLs). As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings Services affirmed its 'B+' long-term issuer credit rating on iStar Financial. In October 2012, Moody's Investors Service upgraded the corporate family rating to 'B2' from 'B3'. The current rating reflects the REIT's success in extending near term debt maturities and improving fundamentals in commercial real estate. The ratings on the October 2012 senior secured credit facility takes into account the asset coverage, the size and quality of the collateral pool, and the term of facility. JBS USA: Moody's Assigns Ba1 Rating on New $1.2BB Sr. Secured Loan ------------------------------------------------------------------ Moody's Investors Service has assigned a Ba1 rating to JBS USA LLC's proposed $1.2 billion 7-year senior secured term loan. Net proceeds from the offering would be used to fund a portion of the previously announced $1.45 billion acquisition of Cargill Incorporated's ("Cargill", A2 stable) pork operations. The rating is subject to successful completion of the offering and final documentation. The rating outlook is stable. On July 1, JBS S.A. (Ba2 stable) announced the acquisition of Cargill's US pork assets for USD1.45 billion. The acquisition is pending approval from the US antitrust authorities and the final purchase price is subject to working capital adjustments. JBS plans to complete the transaction in the first quarter of 2016. RATINGS RATIONALE JBS USA's ratings are driven primarily by the Corporate Family Rating of JBS S.A. (Ba2, stable), which controls JBS USA Holdings and its wholly-owned subsidiary JBS USA LLC in all material respects. Thus, Moody's expects any future changes to JBS USA's ratings to mirror changes to JBS S.A.'s Corporate Family Rating. Please refer to JBS S.A.'s credit opinion on moodys.com for the factors that could lead to a change in JBS S.A.'s ratings. JBS S.A's Ba2 Corporate Family Rating incorporates the strength of its global operations as one of the world's largest protein producers and its good diversification of protein products, raw material sourcing and sales. These strengths are balanced against inherent industry risks such as animal protein cycles, diseases and trade restrictions. The ratings are also constrained by JBS's track record of aggressive acquisitions, and a high degree of uncertainty regarding its future growth strategy. For example, the company has stated that organic growth would be priority for 2015; yet, the company has announced two separate major acquisitions this year: a $1.5 billion deal to purchase UK poultry processor Moy Park on June 29, and days later, the $1.45 billion Cargill pork deal. Rating assigned: JBS USA, LLC Proposed $1.2 billion Term loan B due May 2022 at Ba1. The outlook is stable. JBS USA currently has two senior secured term loans outstanding under a master term loan agreement: $408 million due 2018 and $493 million due 2020. The existing term loans and the proposed $1.2 billion senior secured term loan (to be issued under the same master term loan agreement) would all be rated Ba1, one notch above the Ba2 Corporate Family Rating of JBS S.A., reflecting the assets pledged to the term loan lenders and the term loans' senior position to $3.5 billion of senior unsecured debt in the capital structure. The term loans are effectively subordinate to a $900 million asset-based revolving line that is secured by JBS USA's most liquid assets — accounts receivable, finished goods and supply inventories. The asset-based revolver, the secured term loans and nearly all of the unsecured notes have downstream guarantees from the ultimate parent JBS S.A., as well as from intermediate holding company, JBS Holdings. JBS USA provides an upstream guarantee of JBS S.A.'s 2016 senior notes. JBS Five Rivers, an unrestricted cattle feeding subsidiary of JBS USA, is not a guarantor. JBS USA operates the US beef and pork segments and the Australian beef and lamb operations of Brazil-based JBS S.A., the largest protein processor in the world. JBS USA is owned directly by an intermediate holding company, JBS USA Holdings, which also owns a 75.5% controlling equity interest in US-based Pilgrim's Pride Corporation, the second largest poultry processor in the world. Reported net sales for JBS S.A., Holdings, and Pilgrims for the twelve months ended December 2014 were approximately BRL 120.5 billion (USD 39.7 billion) and $8.6 billion, respectively, while JBS USA reported net sales of $20.4 billion for the twelve-month period ended March 31, 2015. The principal methodology used in this rating was Global Protein and Agriculture Industry published in May 2013. KOPPERS HOLDINGS: 2nd Qtr Results Evidence Maintaining Moody's CFR ------------------------------------------------------------------ Koppers Holdings, Inc.'s second quarter results and updated debt reduction targets are credit-positive developments that evidence management's commitment to Moody's Ba3 Corporate Family Rating. Headquartered in Pittsburgh, Pa., Koppers Holdings Inc. produces carbon compounds and treated wood products used in the aluminum, chemical, railroad, residential lumber, and steel industries. LEO MOTORS: Launches Major Joint Venture in China ------------------------------------------------- Leo Motors Inc. has signed a joint venture agreement with Fushun Jinyuan Technology Machinery Manufacturing Co., Ltd. to set up a Joint Venture Company in Fushun City in Liaoning Province of China to develop, manufacture and sell electric cars for Chinese and international markets. The initial investment of the JVC is 411,600,000 Chinese Yuan or US$66 million. LEO's proprietary technologies will be utilized in electric cars manufactured by the JVC, which will be sold to both government offices and private companies in three Northeastern Provinces of China (Liaoning, Jilin and Heilongjiang) encompassing eastern Inner Mongolia, beginning in 2016. China has mandated that by 2016 30% of all new government vehicle purchases are to be electric powered in order to fight pollution and cut energy use. The mandate is facilitated by an exemption from sales tax. In spite of the central government's mandate, there are very few electric vehicles in three Northeastern Provinces because of the extremely cold winters, at times dropping below -22 degrees Fahrenheit. In such cold temperatures traditional batteries do not function, making electric vehicles useless. LEO has solved the cold region problem with its recently invented electric vehicle battery power pack using Nano Carbon Technology which works and supplies full power in low temperatures (under -22 degrees Fahrenheit) without any capacity or power loss. LEO was invited to participate in this new business venture by the city government of Fushun. Fushun city officers introduced Leo to Jinyuan, the largest private company in Fushun City. Because of their role in facilitating the new venture all important Fushun City officials including the mayor, deputy mayor, and major directors and managers attended the agreement signing ceremony. In the interview with local press at the signing ceremony, Mr. Si Guicheng, the chairman of Jinyuan, stated, "The government projects the demand for electric vehicles from the three Northeastern Provinces exceed one million units including electric buses, garbage trucks, city cleaning trucks, fire engines, and official or public business cars. The JVC is expected to supply 30,000 electric vehicles to the government within the first year of manufacturing as we monopolize the regional electric vehicle market based on LEO's CNT battery power pack technology. Sales are expected to exceed 10 billion Chinese Yuan (approx. $1.67 billion USD) per year." Dr. Shi Chul (Robert) Kang, CEO of Leo stated, "LEO's sales are expected to reach 4 billion Yuan (approx. $643 million USD) annually based on our priority rights to supply power trains including motors, controllers and battery power packs for the electric vehicles manufactured by the JVC." He also said, "From the foundation of our experience in the Northeast China, we will aggressively expand our business into the electric vehicle markets of all extreme cold regions in the world, including Russia, Alaska, Norway, Finland, etc. Our CNT battery power pack is the ultimate marketing edge for electric vehicles in extremely cold regions in the world." It is important to note that LEO will receive 10% of the JVC gross profit for ten years as a technology transfer fee. Leo has the exclusive right to market and sell electric vehicles manufactured by the JVT outside China. Dr. Kang added, "We have recently invented additional major new technologies which make electric vehicles more sustainable including an electromagnetic prevention circuit, a handy and low cost battery swap system, a circuit breakage prevention system, cartridge batteries, and "cloud based" computer-connected electric power trains. These technologies are essential to increase electric vehicles' safety and sustainability in all of the climates and will change the world's concept of electric vehicles versatility and reliability." About Leo Motors Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo Motors, Inc., a Nevada corporation, is currently engaged in the research and development of multiple products, prototypes and conceptualizations based on proprietary, patented and patent pending electric power generation, drive train and storage technologies. In 2011, the Company determined its investment in Leo B&T Inc. an investment account was impaired and recorded an expense of $4.5 million. During the 2012 year the Company had a net non operating income largely from the result of the forgiveness of debt for $1.3 million. Leo Motors incurred a net loss of $4.5 million on $693,000 of revenues for the year ended Dec. 31, 2014, compared to a net loss of $1.24 million on $0 of revenues for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $5.77 million in total assets, $4.87 million in total liabilities and $904,500 in total equity. John Scrudato CPA, in Califon, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred significant accumulated deficits, recurring operating losses and a negative working capital. This and other factors raise substantial doubt about the Company's ability to continue as a going concern. LIQUIDMETAL TECHNOLOGIES: Posts $2.1 Million Net Loss for Q2 ------------------------------------------------------------ Liquidmetal Technologies, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.1 million on $39,000 of total revenue for the three months ended June 30, 2015, compared to a net loss of $2.5 million on $153,000 of total revenue for the same period during the prior year. For the six months ended June 30, 2015, the Company reported a net loss of $4.5 million on $65,000 of total revenue compared to a net loss of $6.4 million on $313,000 of total revenue for the same period a year ago. As of June 30, 2015, the Company had $9.5 million in total assets, $3.9 million in total liabilities and $5.5 million in total stockholders' equity. "We anticipate that our current capital resources, when considering expected losses from operations, will be sufficient to fund our operations through the middle of 2016. We have a relatively limited history of producing bulk amorphous alloy components and products on a mass-production scale. Furthermore, the ability of future contract manufacturers to produce our products in desired quantities and at commercially reasonable prices is uncertain and is dependent on a variety of factors that are outside of our control, including the nature and design of the component, the customer's specifications, and required delivery timelines. These factors will likely require that we make further equity sales under the 2014 Purchase Agreement, raise additional funds by other means, or pursue other strategic initiatives to support our operations beyond the middle of 2016. There is no assurance that we will be able to make equity sales under the 2014 Purchase Agreement or raise additional funds by other means on acceptable terms, if at all. If we were to make equity sales under the 2014 Purchase Agreement or to raise additional funds through other means by issuing securities, existing stockholders may be diluted. If funding is insufficient at any time in the future, we may be required to alter or reduce the scope of our operations or to cease operations entirely. Uncertainty as to the outcome of these factors raises substantial doubt about our ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: http://is.gd/ItiU1g About Liquidmetal Technologies Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies, Inc., and its subsidiaries are in the business of developing, manufacturing, and marketing products made from amorphous alloys. Liquidmetal Technologies markets and sells Liquidmetal(R) alloy industrial coatings and also manufactures, markets and sells products and components from bulk Liquidmetal alloys that can be incorporated into the finished goods of its customers across a variety of industries. The Company also partners with third- party licensees and distributors to develop and commercialize Liquidmetal alloy products. Liquidmetal Technologies reported a net loss and comprehensive loss of of $6.55 million on $603,000 of total revenues for the year ended Dec. 31, 2014, compared to a net loss and comprehensive loss of $14.2 million on $1.02 million of total revenue in 2013. SingerLewak LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has suffered recurring losses from operations, has negative cash flows from operations and has an accumulated deficit. This raises substantial doubt about the Company's ability to continue as a going concern. MCCLATCHY CO: Incurs $297 Million Net Loss in June 30 Quarter ------------------------------------------------------------- The McClatchy Company filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $296.5 million on $262.3 million of net revenues for the quarter ended June 28, 2015, compared to net income of $89.9 million on $287.4 million of net revenues for the quarter ended June 29, 2014. For the six months ended June 28, 2015, the Company reported a net loss of $307.8 million on $519.5 million of net revenues compared to net income of $74.1 million on $563.5 million of net revenues for the quarter ended June 29, 2014. As of June 28, 2015, the Company had $1.9 billion in total assets, $1.7 billion in total liabilities and $201.9 million in stockholders' equity. The Company's cash and cash equivalents were $32.1 million as of June 28, 2015, compared to $265.3 million of cash at June 29, 2014, and $220.9 million as of Dec. 28, 2014. The decrease in cash and cash equivalents in the quarter and six months ended June 28, 2015, compared to Dec. 28, 2014, was primarily due to the repurchase of $41.3 million in notes during the quarter ended June 28, 2015, and the $186.9 million in cash payments for income taxes (primarily related to the gain on the sale of Classified Ventures, LLC in the fourth quarter of 2014) during the quarter and six months ended June 28, 2015. A full-text copy of the Form 10-Q is available for free at: http://is.gd/Pz8pEN About The McClatchy Company Sacramento, Cal.-based The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/-- is a media company that provides both print and digital news and advertising services. Its operations include 30 daily newspapers, community newspapers, websites, mobile news and advertising, niche publications, direct marketing and direct mail services. Its owned newspapers include, among others, the (Fort Worth) Star-Telegram, The Sacramento Bee, The Kansas City Star, the Miami Herald, The Charlotte Observer, and The (Raleigh) News & Observer. The Company holds interest in digital assets which include CareerBuilder, LLC, Classified Ventures, LLC, HomeFinder, LLC, and Wanderful Media. McClatchy Co reported net income of $374 million on $1.14 billion of net revenues for the year ended Dec. 28, 2014, compared with net income of $18.8 million on $1.21 billion of net revenues for the year ended Dec. 29, 2013. * * * McClatchy carries a 'Caa1' corporate family rating from Moody's Investors Service. In May 2011, Moody's changed the rating outlook from stable to positive following the company's announcement that it closed on the sale of land in Miami for $236 million. The outlook change reflects Moody's expectation that McClatchy will utilize the net proceeds to reduce debt, including its underfunded pension position, which will reduce leverage by approximately half a turn and lower required contributions to the pension plan over the next few years. As reported by the TCR on April 2, 2014, Standard & Poor's Ratings Services affirmed all ratings on U.S. newspaper company The McClatchy Co., including the 'B-' corporate credit rating, and revised the rating outlook to stable from positive. The outlook revision to stable reflects S&P's expectation that the timeframe for a potential upgrade lies beyond the next 12 months, and could also depend on the company realizing value from its digital minority interests. MEDICURE INC: To Hold Second Quarter Conference Call on Aug. 11 --------------------------------------------------------------- Medicure Inc. announced that it will release financial results for the second quarter after market close on Tuesday Aug. 11, 2015. Medicure will hold a conference call regarding the results on Wednesday Aug. 12, 2015, at 8:00 am, Central Time. (9:00 am, Eastern Time) About Medicure Inc. Medicure -- http://www.medicure.com/-- is a specialty pharmaceutical company focused on the development and commercialization of therapeutics for the U.S. hospital market. The primary focus of the Company and its subsidiaries is the marketing and distribution of AGGRASTAT (tirofiban HCl) for non-ST elevation acute coronary syndrome in the United States, where it is sold through the Company's U.S. subsidiary, Medicure Pharma, Inc. Ernst & Young LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has experienced losses and has accumulated a deficit of C$127 million since incorporation and has a working capital deficiency of C$503,000 as at Dec. 31, 2014. The Company reported net income of C$1.2 million on C$5.26 million in revenue for the year ended Dec. 31, 2014. As of March 31, 2015, the Company had C$7.76 million in total assets, C$10.3 million in total liabilities and a C$2.53 million total deficiency. MERCY MEDICAL: Fitch Affirms 'BB+' Rating on Revenue Bonds ---------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' rating on $68,405,000 Cuyahoga County (OH) hospital facilities revenue bonds, series 2000 (UHHS/CSAHS - Cuyahoga, Inc. and CSAHS/UHHS - Canton, Inc. Projects). The Rating Outlook is Stable. SECURITY The bonds are secured by a pledge of the gross revenues of Mercy Medical Center (MMC; formerly known as UHHS/CSAHS Cuyahoga, Inc. and CSAHS/UHHS Canton, Inc.) obligated group, a first lien mortgage of hospital property and a debt service reserve fund. KEY RATING DRIVERS STEADY FINANCIAL RECOVERY: Continued improvement in core operations in fiscal 2014 (Dec. 31 year-end) generated positive operating income of $3.6 million (1.2% operating margin)for the first time since posting a $17.3 million loss (negative 7% operating margin) in 2010. Improved results continued through the 2015 interim period and were supported by recovering patient volume and realization of cost control initiatives. WEAK LIQUIDITY: At March 31, 2015, MMC's $59.4 million in unrestricted cash and investments equated to 75 days cash on hand, 5.3x cushion ratio, and 68.1% cash-to-debt. While approximately 10% improved year-over-year, liquidity indicators remain weak against investment-grade category medians. IMPROVED DEBT SERVICE COVERAGE: Recovered cash flows produced significantly better maximum annual debt service (MADS) coverage in fiscal 2014 at 2.5x, compared to 1.9x in 2013 and below 0.7x from 2010-2012. Through the six-month interim period, sustained profitability generated 3x MADS coverage. Additionally, the master trust indenture (MTI) calculates MADS coverage only on the 2000 bonds (excludes intercompany debt, leases, and other obligations). Per the MTI, MADS coverage was a solid 3.9x in 2014 and 4.7x in the interim period. SPONSOR SUPPORT: Sisters of Charity of Health System (SCHS) is the sole corporate member of MMC. Fitch views the close relationship with, and financial strength of, SCHS as a credit strength in support of the rating. However, SCHS does not guarantee and is not obligated to pay debt service on MMC's obligations and the system's liquidity strength is not a key factor in MMC's rating. RATING SENSITIVITIES IMPROVED STABILITY EXPECTED: Fitch expects Mercy Medical Center to stabilize its operating and financial performance at levels consistent with 2014 and year-to date 2015 results. Sustained generation of sufficient cash flows to fund capital expenditures and gradual rebuild of its balance sheet in the next 12-24 months would lead to positive rating movement. CREDIT PROFILE Mercy Medical Center, located in Canton, Ohio, is a teaching hospital with 393 licensed beds, of which, 329 are staffed. Total operating revenues were $301.1 million in fiscal 2014. Headquartered in Cleveland, OH, Sisters of Charity Health System is the sole corporate member of MMC and two additional hospitals in Ohio and South Carolina. Improving Core Operations MMC's financial and operating results improved and exceeded targets in 2014, posting a gain for the first time since 2009. Operating margin improved to 1.2% in 2014 from negative 0.7% in 2013 and negative 6% in both 2012 and 2011. Similarly, operating EBITDA margin rebounded to 8.9% in 2014 compared to 7.3% the prior year. Financial improvements were sustained through the six-month interim period with operating and operating EBITDA margins of 3.1% and 10.5%, respectively. Fitch notes that the interim period was aided by a $1.7 million net benefit from a Medicare rural floor adjustment. Excluding this, operating and operating EBITDA margins would be 2% and 9.6%, respectively, still a marked improvement from historical results. Management attributed the recovering profitability to better patient volume and realization of performance improvement initiatives focusing on revenue growth and expense control. In particular, MMC's CORE project with Berkeley Research Group generated nearly $20 million of improvements in addition to supply chain and other savings initiatives. Additionally, Ohio's Medicaid expansion has led to steady to slightly growing utilization and a considerable shift from self-pay to Medicaid, also contributing to the overall improvement. Budgeted net income for fiscal 2014 is $5.4 million, which management expects to exceed. Support of Sponsor Sisters of Charity Health System is the sole corporate member of MMC and MMC is included in SCHS's consolidated financial statements. Although SCHS is not legally obligated on MMC's bonds, Fitch views the close relationship to SCHS and the financial strength of SCHS as a credit strength in support of the rating. SCHS has been deeply involved in hospital operations and provides support services including information technology, billing, executive compensation, contracting, treasury services and supply chain management. At March 31, 2015, SCHS had $422.5 million of unrestricted cash and investments which equates to 195 days of cash on hand and 165% cash to long-term debt (including MMC's series 2000 bonds). However, system liquidity is pledged to guarantee outstanding bonds of another subsidiary, Sisters of Charity Providence Hospitals (revenue bonds rated 'A'; Stable Outlook) under a guaranty that includes a cash to debt ratio requirement. Improved Debt Service Coverage Supported by improved profitability and cash flow, MADS coverage was a sound 2.5x in 2014 and 3x in the interim period. Fitch uses a MADS of $11.3 million, which includes all bonds, notes, and capitalized leases. As calculated under the MTI, MMC covered the $7.8 million MADS on the series 2000 bonds by 3.9x in 2014. Debt burden has moderated with MADS equating to 3.7% of 2014 revenues and 3.3x debt-to-EBITDA. Gradual Liquidity Growth Expected At June 30, 2015, MMC reported $59.4 million in unrestricted cash and investments, up 10% from 53.9 million one year prior. Days cash on hand of 75, cushion ratio of 5.3x (based on MADS of $11.3 million) and 68.1% cash-to-debt remain low, but reflect a moderate improvement supported by better cash flow generation. Capital plans are modest and are budgeted around $15 million annually. Fitch expects MMC's liquidity to grow, and approach a level consistent with an investment grade rating in the near- to medium-term. DEBT PROFILE MMC has one series of bonds outstanding (series 2000) totaling $68.4 million which generates $7.8 million in annual debt service and is the only debt under the MTI. A sizable amount of capital leases and other debt remain, and including these additional obligations, long-term debt totaled $87.2 million at June 30, 2015 and generated a MADS of $11.3 million. DISCLOSURE MMC covenants to provide annual disclosure within 120 days of each fiscal year end, and quarterly disclosure within 45 days of quarter end through the Municipal Securities Rulemaking Board's EMMA system. MESTENIO LTD: S&P Retains 'BB-' Rating on $488.35MM Notes --------------------------------------------------------- Standard & Poor's Ratings Services said that its 'BB-' rating on Mestenio Ltd.'s $488.35 million pass-through notes series 1 due 2020 is unaffected following the finalized US$176,666,667.00 upsize that will be consolidated to form a single series with the outstanding series issued on Dec. 2, 2014. This upsize reflects the inclusion of four additional promissory notes into the trust with an original aggregate face value of US$200,000,000.00. The aggregate outstanding principal amount will now total US$608,042,500.00, since the first issuance's outstanding principal amount is US$431,375,833.00. S&P's assessment follows the rating agency confirmation (RAC) it provided for Mestenio Ltd.'s series 1 notes on July 30, 2015, which stated that Mestenio Ltd. would issue up to US$176,666,668.00, depending on the number of additional promissory notes ultimately included in the structure. MIDATLANTIC POSTAL: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: MidAtlantic Postal Properties, Inc. P.O. Box 10395 Alexandria, VA 22310 Case No.: 15-12775 Chapter 11 Petition Date: August 10, 2015 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Hon. Brian F. Kenney Debtor's Counsel: Ronald J. Aiani, Esq. RONALD J. AIANI, P.C. 86 East Lee St. Warrenton, VA 20186-3328 Tel: (540) 347-5295 Email: raiani@aianilaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Timothy S. Tedrick, president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. MIDCONTINENT COMMUNICATIONS: Moody's Affirms B1 Corp Family Rating ------------------------------------------------------------------ Moody's Investors Service affirmed Midcontinent Communications' B1 Corporate Family Rating and B1-PD Probability of Default Rating (PDR) following the announcement that the company plans to raise incremental debt to fund a sizable distribution to Midcontinent's partnership shareholders. Concurrent with this rating action, Moody's assigned a B3 rating to Midcontinent's new $300 million senior notes due 2023. Moody's also affirmed the B3 rating on the $250 million senior notes due 2021 and upgraded the ratings on the existing first-lien bank credit facilities (comprised of a $125 million revolving credit facility, $123 million outstanding Term Loan A and $221 million outstanding Term Loan B) to Ba2 from Ba3. The rating outlook is stable. The credit facilities' ratings were upgraded by one notch due to the increased junior debt (i.e., unsecured high-yield notes) in the capital structure, which will now absorb more of the losses in a distressed scenario under Moody's Loss Given Default (LGD) Methodology. Proceeds will be used to fund an approximate $300 million distribution to the partnership, which will be split 50/50 between shareholders: (i) Messrs. Patrick McAdaragh, Steven Grosser and Richard Busch; and (ii) Comcast Corporation (to maintain its 50% indirect common ownership in Midcontinent). This represents the partnership's second distribution following a $354 million payout in 2010 that was made in connection with the settlement of the estate of a former founding partner. With respect to the 2015 distribution, the partners have agreed to eliminate the October 2016 and October 2018 mutual buy/sell options in the existing partnership agreement and reset the next buy/sell option to October 2020. Rating Assigned: Issuers: Midcontinent Communications and Midcontinent Finance Corporation $300 Million Senior Unsecured Notes due 2023 -- B3 (LGD-5) Ratings Affirmed: Issuer: Midcontinent Communications Corporate Family Rating -- B1 Probability of Default Rating -- B1-PD Issuers: Midcontinent Communications and Midcontinent Finance Corporation $250.0 Million Senior Unsecured Notes due 2021 -- B3 (LGD-5) Ratings Upgraded: Issuer: Midcontinent Communications $125.0 Million Senior Secured First-Lien Revolver due 2018 to Ba2 (LGD-2) from Ba3 (LGD-3) $122.7 Million (originally $125 Million) Senior Secured First- Lien Term Loan A due 2018 to Ba2 (LGD-2) from Ba3 (LGD-3) $221.1 Million (originally $225 Million) Senior Secured First- Lien Term Loan B due 2020 to Ba2 (LGD-2) from Ba3 (LGD-3) The assigned rating is subject to review of final documentation and no material change in the size, terms and conditions of the transaction as advised to Moody's. RATINGS RATIONALE Although the debt-financed distribution will weaken Midcontinent's debt protection measures and elevate Moody's adjusted pro forma total debt to EBITDA leverage to about 5.0x from 3.3x (as of March 2015 including Moody's standard adjustments), the company has enough capacity at the B1 rating level to absorb this incremental debt. Pro forma for the $300 million notes issuance, Midcontinent will be weakly positioned in the B1 rating category due to reduced financial flexibility, negative free cash flow generation and our expectation for diminished liquidity at a time when business risk is increasing. Nonetheless, Moody's projects EBITDA growth to gradually reduce leverage to around 4.7x (Moody's adjusted) by the end of this year and 4.6x by year end 2016. Moody's expects free cash flow to be negative through 2016 due to higher capital expenditures for ongoing greenfield expansion projects in Fargo and Dickinson, North Dakota, and higher-than-average partner tax distributions, with cash levels projected to decline to around $10 million by year end 2016. Moody's anticipates a return to solid positive free cash flow in 2017 as expansionary investments decline and new markets contribute EBITDA. Lack of scale constrains Midcontinent's rating at the B1 level. Nonetheless, the rating gives Midcontinent enough flexibility to fund potentially higher-than-anticipated capital expenditures for new projects that are currently in the bidding pipeline (and it could win) and provides cushion for unexpected setbacks or project delays. The rating also captures discretionary spend for modest acquisitions and the potential for an economic slowdown in North Dakota's economy to the extent oil prices remain low. Given its small size, we believe minor disruptions to the business or events outside the control of the company could have a meaningful impact on the credit profile. Under the amended terms of the partnership agreement, Midcontinent and Comcast have agreed to relinquish their rights to exercise the October 2016 and October 2018 buy/sell provisions, and effectively reset the next buy/sell option to October 1 through 31 of 2020, with the earliest possible exit date occurring in the second quarter of 2021, closer to the partnership's December 2021 termination date. If no buy/sell occurs, the partnership will continue without change. However, any sale proceeds waterfall would be applied to repayment of the credit facilities and senior unsecured notes on a first priority basis. Moody's views the amendment positively because it eliminates the risk of Comcast exiting the partnership over the next five years, essentially extending the next buy/sell option to within a few quarters prior to the partnership's termination. This ensures an efficient operating cost structure as the company acquires most of its programming at Comcast's more attractive rates given its bigger size. Without the partnership, Midcontinent's programming expenses would increase considerably, pressuring EBITDA margins. Historically, Moody's viewed Comcast's prior optionality to exit the partnership early as a credit negative that constrained the rating, despite credit protection measures that were strong for the rating, because such an event would likely have resulted in an increase in leverage to buy out Comcast's stake, as well as future margin erosion because Midcontinent would lose the partnership's cost benefits. Though the B1 CFR factored in a potential re-leveraging event, we note that it is occurring when Midcontinent is experiencing: (i) negative residential video subscriber growth trends; (ii) increasing competition from a growing number of video streaming entrants offering competitively priced online content; and (iii) an extended period of incremental capital expenditures to expand the network, resulting in negative free cash flow and weakened liquidity. Additionally, there is some concern surrounding the sustainability of high single-digit revenue growth given the potential negative impact of lower oil prices on the North Dakota economy over the near-to-medium term. Midcontinent's commercial business (roughly 20% of revenue) has historically exhibited strong revenue growth from small and medium-sized businesses (SMBs), however SMBs tend to be more vulnerable during periods of economic stress. Midcontinent does not overlap with FiOS or uVerse but does compete with overbuilders, primarily Vast Broadband, in about one-third of its market, and also faces formidable competition for its mature, core video product from direct broadcast satellite (DBS) operators and a proliferation of video streaming entrants, and from local exchange carrier (LEC) CenturyLink, for its broadband offering. Nevertheless, the less urban markets insulate the cable operator somewhat from both video and high quality broadband competition from telecom operators. Relative to market rivals, the company provides one of the most advanced fiber-based networks with a full suite of triple play services. Moody's expects Midcontinent's high-speed data subscriber base to continue to expand, which, along with growth in the commercial business, should facilitate continued organic EBITDA growth. Rating Outlook The stable rating outlook incorporates expectations for positive free cash flow excluding the incremental organic growth investment for the Fargo and Dickinson expansions and for EBITDA margins to remain above 35%. Moody's also expects management to remain committed to debt reduction, though the B1 rating could tolerate higher-than-anticipated capex, project delays, weaker-than-expected subscriber trends and acquisitions consistent with the company's historic pattern. What Could Change the Rating -- UP Lack of scale somewhat limits upward ratings momentum. However, Moody's would consider positive ratings pressure based on expectations for improved scale, sustained high single-digit revenue growth, positive free cash flow to debt in the high single-digit range (Moody's adjusted), financial leverage sustained at or below 3.5x total debt to EBITDA (Moody's adjusted), and maintenance of good liquidity. An upgrade would also require expectations for subscriber trends to remain in line with or better than peers and commitment to maintaining a solid credit profile. What Could Change the Rating -- DOWN Moody's would consider a downgrade based on expectations for leverage sustained above 5.5x total debt to EBITDA (Moody's adjusted) or free cash flow to adjusted debt sustained below 2% beyond 2016, whether due to deteriorating operating performance, higher programming costs or incurrence of incremental debt to fund higher-than-expected capital expenditures. Weakened liquidity and/or evidence of a shift in the competitive landscape such that Moody's anticipates a deterioration in Midcontinent's subscriber penetration levels could also prompt a negative rating action. The principal methodology used in these ratings was Global Pay Television - Cable and Direct-to-Home Satellite Operators published in April 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Sioux Falls, South Dakota, Midcontinent Communications provides video, high speed data, and voice services to residential and commercial customers in the states of North Dakota, South Dakota, Minnesota and Wisconsin. Comcast Corporation owns a 50% indirect common equity interest in Midcontinent. Revenue was approximately $458 million for the twelve months ended March 31, 2015. MIDCONTINENT COMMUNICATIONS: S&P Raises Corp. Credit Rating to BB- ------------------------------------------------------------------ Standard & Poor's Ratings Services said it raised its corporate credit rating on Midcontinent Communications to 'BB-' from 'B+'. The outlook is stable. At the same time, S&P assigned a 'B' issue-level rating and '6' recovery rating to the proposed $300 million of senior notes due 2023. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%) recovery in the event of payment default. Proceeds of this issuance will be used to fund distributions of $150 million to each the Midcontinent owners and its 50% partner Comcast. S&P also raised its issue-level rating on the company's senior secured first-lien debt to 'BB' from 'BB-'. The '2' recovery rating is unchanged and indicates S&P's expectation for substantial recovery (70%-90%; upper end of the range) for lenders in the event of a payment default. S&P raised its issue-level rating on the existing unsecured debt to 'B' from 'B-'. The '6' recovery rating is unchanged. "Notwithstanding the increase in leverage to around 5x from 3x because of the debt-financed distribution to the partnership, the ratings upgrade is based on our view that the agreement between Comcast and Midcontinent to waive their buy-sell provisions until 2020 removes the potential risk that Midcontinent could buy Comcast's stake in the near term," said Standard & Poor's credit analyst Eric Nietsch. S&P expects that such an event could push leverage to 6.0x or higher. While S&P believes the company has good prospects to reduce leverage longer term from EBITDA growth and modest debt repayment from free operating cash flow (FOCF), the potential for a material leveraging event constrains any further ratings upside. The ratings on Midcontinent continue to reflect the company's small scale and low system densities, S&P's expectation for declining video subscribers due to mature product conditions, and competitive pressures from satellite TV providers and cable over builders. These business risk factors partly offset its position as the dominant provider of pay-TV services, growth potential from broadband and commercial services, and cost benefits from its partnership with Comcast. S&P's outlook on Midcontinent Communications is stable. S&P believes Midcontinent will benefit from solid growth from HSD and commercial services in the near term, and that competitive dynamics in its territories will remain favorable relative to other larger incumbent cable operators, such that leverage remains below 5x. S&P could lower the ratings if video subscriber losses accelerate due to increased satellite competition or increase take rates of over-the-top video services. More specifically, S&P could lower the ratings if a more competitive environment depressed the EBITDA margin to the mid-30% area, resulting in debt leverage sustained above 5.0x, with little sign of improvement. Although it's unlikely over the next 12 months, S&P could raise the ratings if Midcontinent's leverage remained below 3.5x and S&P was confident that financial policy considerations, including a potential buyout of the Comcast stake, would not lead to higher leverage. MILAGRO HOLDINGS: Hires Young Conaway as Bankruptcy Counsel ----------------------------------------------------------- Milagro Holdings, LLC and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel, effective July 15, 2015 petition date. The Debtors require Young Conaway to: -- provide legal advice with respect to the Debtors' powers and duties as debtors-in-possession in the continued operation of their businesses, management of their properties, and the potential sale of their assets; -- prepare and pursue confirmation of a plan and approval of a disclosure statement; -- prepare, on behalf of the Debtors, necessary applications, motions, answers, orders, reports, and other legal papers; -- appear in Court and protecting the interests of the Debtors before the Court; and -- perform all other legal services for the Debtors that may be necessary and proper in these proceedings. Young Conaway will be paid at these hourly rates: M. Blake Cleary $695 Joel A. Waite $795 Ryan M. Bartley $420 Justin P. Duda $400 Ian J. Bambrick $350 Michael Girello, paralegal $250 Young Conaway will also be reimbursed for reasonable out-of-pocket expenses incurred. M. Blake Cleary, partner of Young Conaway, 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. The Court for the District of Delaware will hold a hearing on the motion on Aug. 21, 2015, at 11:00 a.m. Consistent with the United States Trustees' Appendix B - Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. section 330 by Attorneys in Larger Chapter 11 Cases, which became effective on Nov. 1, 2013, Young Conaway stated: -- Young Conaway has not agreed to a variation of its standard or customary billing arrangements for this engagement; -- None of the Firm's professionals included in this engagement have varied their rate based on the geographic location of the Chapter 11 Cases; -- Young Conaway was retained by the Debtors pursuant to the Engagement Agreement dated as of March 20, 2014. The billing rates and material terms of the prepetition engagement are the same as the rates and terms described in the Application, except with respect to annual adjustments made as of Jan. 1, 2015; and -- The Debtors will be approving a prospective budget and staffing plan for Young Conaway's engagement for the post- petition period as appropriate. The budget may be amended as necessary to reflect changed or unanticipated developments. Young Conaway can be reached at: M. Blake Cleary, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6714 Fax: (302) 576-3287 E-mail: mbcleary@ycst.com About Milagro Oil Based in Houston, Texas, Milagro Oil & Gas, Inc. is an independent oil and gas companies 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. Milagro generated revenues of $153.1 million and $23.5 million during the fiscal year ended Dec. 31, 2014 and the three month period ended March 31, 2015, 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. MILAGRO HOLDINGS: Taps Porter Hedges as Bankruptcy Co-counsel ------------------------------------------------------------- Milagro Holdings, LLC and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Porter Hedges LLP as bankruptcy co-counsel and special corporate and litigation counsel for the Debtors, effective July 15, 2015 petition date. The professional services that Porter Hedges will render to the Debtors as bankruptcy co-counsel include, but shall not be limited to: -- providing legal advice with respect to the Debtors' powers and duties as debtors-in-possession in the continued operation of their businesses, management of their properties, and the potential sale of their assets; -- negotiating and obtaining Court approval of debtor-in- possession financing, and preparing and reviewing related documents; -- assisting Young Conaway in the preparation and prosecution of a plan and approval of a disclosure statement; -- preparing, on behalf of the Debtors, necessary applications, motions, answers, orders, reports, and other legal papers, as necessary; -- appearing in Court and protecting the interests of the Debtors before the Court, as necessary; and -- performing any other legal services for the Debtors that may be necessary and proper in these proceedings. The professional services that Porter Hedges will render to the Debtors as special counsel include, but shall not be limited to: -- advising on pending litigation; and -- advising on general corporate issues, including but not limited to advising in connection with the Debtors' proposed restructuring transaction and related transactions. As bankruptcy co-counsel in the Chapter 11 Cases, Porter Hedges will be paid at these hourly rates: John F. Higgins $610 Eric M. English $420 Neal M. Kaminsky $575 Matthew D. Lee $425 Kim D. Steverson $210 As special litigation and corporate counsel, the firm will be paid at these hourly rates: Eugene M. Nettles $650 M. Harris Stamey $425 Kevin J. Poli $515 Porter Hedges will also be reimbursed for reasonable out-of-pocket expenses incurred. Porter Hedges received a retainer in the amount of $150,000 on June 6, 2014 in connection with the Present Restructuring Engagement. On June 9, 2014, Porter Hedges received an additional $100,000 to supplement the Retainer. On July 15, 2015, Porter Hedges received another $40,000 to supplement the Retainer. The total amount Porter Hedges has received in connection with the Present Restructuring Engagement is $802,778.97. John F. Higgins, partner of Porter Hedges, 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. The Court for the District of Delaware will hold a hearing on the motion on Aug. 21, 2015, at 11:00 a.m. Consistent with the United States Trustees' Appendix B – Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. section 330 by Attorneys in Larger Chapter 11 Cases, which became effective on Nov. 1, 2013, Porter Hedges stated: -- Porter Hedges has not agreed to a variation of its standard or customary billing arrangements for the Chapter 11 Cases or for its services as Special Counsel; -- None of the Firm's professionals included in the Chapter 11 Cases or as Special Counsel have varied their rate based on the geographic location of the Chapter 11 Cases; -- Porter Hedges was retained by the Debtors to assist in the Present Restructuring Engagement and the Chapter 11 Cases in June 2014. Except for periodic rate adjustments, the billing rates and material terms of the prepetition engagement are the same as the rates and terms described in the Application; and -- The Debtors will be approving a prospective budget and staffing plan for Porter Hedges' engagement for the post- petition period as appropriate. The budget may be amended as necessary to reflect changed or unanticipated developments. Porter Hedges can be reached at: John F. Higgins, Esq. PORTER HEDGES LLP 1000 Main Street, 36th Floor Houston, TX 77002 Tel: (713) 226-6687 Fax: (713) 226-6287 About Milagro Oil Based in Houston, Texas, Milagro Oil & Gas, Inc. is an independent oil and gas companies 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. Milagro generated revenues of $153.1 million and $23.5 million during the fiscal year ended Dec. 31, 2014 and the three month period ended March 31, 2015, 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. MILAGRO HOLDINGS: Wants Prime Clerk as Administrative Advisor ------------------------------------------------------------- Milagro Holdings, LLC and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Prime Clerk LLC as administrative advisor, effective July 15, 2015 petition date. The Debtors require Prime Clerk to: (a) assist with, among other things, solicitation, balloting and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices and institutional holders; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) provide a confidential data room, if requested; (e) manage and coordinate any distributions pursuant to a chapter 11 plan; and (f) provide such other processing, solicitation, balloting and other administrative services described in the Engagement Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court or the Office of the Clerk of the Bankruptcy Court. Prime Clerk will be paid at these hourly rates: Analyst $45 Technology Consultant $100 Consultant $140 Senior Consultant $170 Director $195 Solicitation Consultant $195 Director of Solicitation $210 Prior to the Petition Date, the Debtors provided Prime Clerk a retainer in the amount of $45,000. Prime Clerk will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael J. Frishberg, co-president and chief operating officer of Prime Clerk, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the District of Delaware will hold a hearing on the motion on Aug. 21, 2015, at 11:00 a.m. Prime Clerk can be reached at: Shai Waisman PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Tel: (212) 257-5450 E-mail: swaisman@primeclerk.com About Milagro Oil Based in Houston, Texas, Milagro Oil & Gas, Inc. is an independent oil and gas companies 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. Milagro generated revenues of $153.1 million and $23.5 million during the fiscal year ended Dec. 31, 2014 and the three month period ended March 31, 2015, 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. MILAGRO HOLDINGS: Zolfo Cooper's Scott Winn to Serve as CRO ----------------------------------------------------------- Milagro Holdings, LLC and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Zolfo Cooper Management, LLC to provide interim management services and designate Scott W. Winn as chief restructuring officer, nunc pro tunc to the July 15, 2015 petition date. Mr. Winn will continue to serve as the Debtors' CRO and Zolfo Cooper will assign Associate Directors to perform other services as needed pursuant to the Agreement. Zolfo Cooper and Mr. Winn will lead the Debtors' restructuring efforts as directed by the Debtors' Board of Directors. Zolfo Cooper and Mr. Winn shall be authorized to make decisions related to restructuring initiatives, and such other areas as Mr. Winn may identify, in such a manner as he deems necessary or appropriate in his sole discretion in a manner consistent with the business judgment rule, subject to reporting to, and review and oversight by, the Debtors' Board of Directors. The compensation of Zolfo Cooper, Mr. Winn, and the Associate Directors will consist of: (a) Standard Hourly Rates. The billing rates for professionals who may be assigned to this engagement in effect as of July 1, 2015, are as follows: Managing Directors $775-$925 Professional Staff $265-$770 Support Personnel $60-$310 (b) Expenses – Reimbursement of Mr. Winn, Associate Directors, and Zolfo Cooper's reasonable out-of-pocket expenses including, but not limited to, costs of travel, reproduction, any applicable state sales or excise tax, and other direct expenses. (c) Advance Payments – The Debtors provided pre-petition advance payments throughout the course of the pre-petition engagement. Zolfo Cooper applied pre-petition fees and expenses against the advance payments. (d) Retainer – The Debtors provided a pre-petition retainer of $350,000. Scott W. Winn, senior 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. The Court for the District of Delaware will hold a hearing on the motion on Aug. 21, 2015, at 11:00 a.m. Zolfo Cooper can be reached at: Elizabeth S. Kardos ZOLFO COOPER MANAGEMENT, LLC 101 Eisenhower Parkway, 3rd Floor Roseland, NJ 07068 Tel: (212) 561-4030 Fax: (212) 213-1749 E-mail: swinn@zolfocooper.com About Milagro Oil Based in Houston, Texas, Milagro Oil & Gas, Inc. is an independent oil and gas companies 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. Milagro generated revenues of $153.1 million and $23.5 million during the fiscal year ended Dec. 31, 2014 and the three month period ended March 31, 2015, 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. MOLYCORP INC: Committee, UST Balk at Certain Motions ---------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of Molycorp, Inc, et al., filed a reservation of rights and limited objection with respect to: a) certain first day orders entered by the Bankruptcy Court on June 26, 2015; and b) certain proposed final orders. According to the Committee, certain of its concern remain unresolved with respect to the wages order and the cash management order. The Committee will work diligently to resolve the remaining issues prior to the hearing on the matter. In this connection, the Committee requested that the Court deny entry of the wages order and the cash management order unless the Debtors modify the orders. In a separate filing, Andrew R. Vara, the Acting U.S. Trustee for Region 3, filed a limited omnibus objection to the Debtors' application to employ: 1. Jones Day as counsel; 2. Young Conaway Stargatt & Taylor, LLP as attorneys; 3. Miller Buckfire & Co., LLC as investment banker; 4. Alixpartners, LLP as financial advisor. All applications requested for employment nunc pro tunc to the Petition Date. The U.S. Trustee said that the Court should deny the applications because the applicants have not shown that they meet or satisfy any of the Insilco factors. The U.S. Trustee does not concede (1) whether terms of an engagement agreement reflect normal business terms in the marketplace; (2) the relationship between the Debtor and the professionals, i.e., whether the parties involved are sophisticated business entities with equal bargaining power who engaged in an arms-length negotiation; (3) whether the retention, as proposed, is in the best interests of the estate; (4) whether there is creditor opposition to the retention and retainer provisions but merely argues and alleges that the applicants and the Debtors have not made a prima facia showing as to these specific factors. About Molycorp Molycorp Inc. -- http://www.molycorp.com/-- is a global rare earths and rare metals producer. Molycorp owns several prominent rare earth processing facilities around the world. It has a workforce of 2,530 employees at locations on three continents. Molycorp's Mountain Pass Rare Earth Facility in San Bernadino County, California, is home to one of the world's largest and richest deposits of rare earths. Molycorp has corporate offices in the United States, Canada and China. CEO Geoffrey R. Bedford, and other senior management members are located in Molycorp's corporate offices in Toronto, Canada. Other senior manageemnt members are located at its U.S. corporate headquarters in Greendwood Village, Colorado. Molycorp reported a net loss of $623 million in 2014, a net loss of $377 million in 2013 and a net loss of $475 million in 2012. As of March 31, 2015, the Company had $2.49 billion in total assets, $1.78 billion in total liabilities and $709 million in total stockholders' equity. Molycorp and its North American subsidiaries, together with certain of its non-operating subsidiaries outside of North America, filed Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching agreement with a group of lenders on a financial restructuring. The Chapter 11 cases of Molycorp and 20 affiliated debts are pending before Judge Christopher S. Sontchi. The agreement provides for a financial restructuring of the Company's $1.7 billion in debt and provides up to $225 million in gross proceeds in new financing to support operations while the Company completes negotiations with creditors. The Company's operations outside of North America, with the exception of non-operating companies in Luxembourg and Barbados, are excluded from the filings. Molycorp Rare Metals (Oklahoma), LLC, with operations in Quapaw, Oklahoma, also is excluded from the filings as it is not 100% owned by the Company. Molycorp is being advised by the investment banking firm of Miller Buckfire & Co. and is receiving financial advice from AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as legal counsel to the Company in this process. Prime Clerk serves as claims and noticing agent. Secured creditor Oaktree Capital Management L.P., consented to the use of cash collateral and to extend postpetition financing. On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of Molycorp Inc. appointed eight creditors of the company to serve on the official committee of unsecured creditors. MOLYCORP INC: Prime Clerk Approved as Administrative Advisor ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized Molycorp, Inc., et al., to employ Prime Clerk LLC as administrative advisor, nunc pro tunc to the Petition Date. The Court earlier authorized the Debtor to appoint Prime Clerk as claims and noticing agent. The Debtors stated that their selection of Prime Clerk to act as the claims and noticing agent satisfied the Claims Agent Protocol in that the Debtors have obtained and reviewed engagement proposals from at least two other court-approved claims and noticing agents to ensure selection through a competitive process. Prior to the Petition Date, the Debtors provided Prime Clerk a retainer in the amount of $25,000. For its claims and noticing services, Prime Clerk will charge the Debtors at these hourly rates: Hourly Rate ----------- Analyst $30 to $45 Technology Consultant $80 to $100 Consultant $95 to $135 Senior Consultant $140 to $165 Director $170 to $190 For the firm's solicitation, balloting and tabulation services, the rates are: Hourly Rate ----------- Solicitation Consultant $185 Director of Solicitation $205 The firm will charge $0.09 per page for printing and $0.10 per page for fax noticing, but won't charge anything for e-mail noticing. Hosting of the case Web site is free of charge and updating the case docket and claims register 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. About Molycorp Molycorp Inc. -- http://www.molycorp.com/-- is a global rare earths and rare metals producer. Molycorp owns several prominent rare earth processing facilities around the world. It has a workforce of 2,530 employees at locations on three continents. Molycorp's Mountain Pass Rare Earth Facility in San Bernadino County, California, is home to one of the world's largest and richest deposits of rare earths. Molycorp has corporate offices in the United States, Canada and China. CEO Geoffrey R. Bedford, and other senior management members are located in Molycorp's corporate offices in Toronto, Canada. Other senior manageemnt members are located at its U.S. corporate headquarters in Greendwood Village, Colorado. Molycorp reported a net loss of $623 million in 2014, a net loss of $377 million in 2013 and a net loss of $475 million in 2012. As of March 31, 2015, the Company had $2.49 billion in total assets, $1.78 billion in total liabilities and $709 million in total stockholders' equity. Molycorp and its North American subsidiaries, together with certain of its non-operating subsidiaries outside of North America, filed Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching agreement with a group of lenders on a financial restructuring. The Chapter 11 cases of Molycorp and 20 affiliated debts are pending before Judge Christopher S. Sontchi. The agreement provides for a financial restructuring of the Company's $1.7 billion in debt and provides up to $225 million in gross proceeds in new financing to support operations while the Company completes negotiations with creditors. The Company's operations outside of North America, with the exception of non-operating companies in Luxembourg and Barbados, are excluded from the filings. Molycorp Rare Metals (Oklahoma), LLC, with operations in Quapaw, Oklahoma, also is excluded from the filings as it is not 100% owned by the Company. Molycorp is being advised by the investment banking firm of Miller Buckfire & Co. and is receiving financial advice from AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as legal counsel to the Company in this process. Prime Clerk serves as claims and noticing agent. Secured creditor Oaktree Capital Management L.P., consented to the use of cash collateral and to extend postpetition financing. On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of Molycorp Inc. appointed eight creditors of the company to serve on the official committee of unsecured creditors. MOLYCORP INC: Taps Young Conaway as Bankruptcy Co-Counsel --------------------------------------------------------- Molycorp, Inc., et al., sought and obtained approval from the U.S. Bankruptcy Court for the District of Delaware for permission to employ Young Conaway Stargatt & Taylor, LLP, as bankruptcy co-counsel, nunc pro tunc to the Petition Date. The Debtors agreed to pay the firm its standard hourly rates: Billing Category U.S. Range ---------------- ---------- Partners $465 - $1,050 Counsel $465 - $560 Associates $290 - $460 Paralegals $175 - $255 The principal attorneys and paralegal designated to represent the Debtors, and their current standard hourly rates are: M. Blake Cleary $695 Edmon L. Morton $650 Justin H. Rucki $400 Ashley E. Jacobs $335 Melissa Romano, paralegal $215 Young Conway received a retainer in the amount of $100,000 on April 16, 2015. The retainer was supplemented with $100,000 on June 11, 2015. A copy of the application and the statement on U.S. Trustee Guidelines is available for free at: http://bankrupt.com/misc/Molycorp_117_app_employYoung_July1.pdf About Molycorp Molycorp Inc. -- http://www.molycorp.com/-- is a global rare earths and rare metals producer. Molycorp owns several prominent rare earth processing facilities around the world. It has a workforce of 2,530 employees at locations on three continents. Molycorp's Mountain Pass Rare Earth Facility in San Bernadino County, California, is home to one of the world's largest and richest deposits of rare earths. Molycorp has corporate offices in the United States, Canada and China. CEO Geoffrey R. Bedford, and other senior management members are located in Molycorp's corporate offices in Toronto, Canada. Other senior manageemnt members are located at its U.S. corporate headquarters in Greendwood Village, Colorado. Molycorp reported a net loss of $623 million in 2014, a net loss of $377 million in 2013 and a net loss of $475 million in 2012. As of March 31, 2015, the Company had $2.49 billion in total assets, $1.78 billion in total liabilities and $709 million in total stockholders' equity. Molycorp and its North American subsidiaries, together with certain of its non-operating subsidiaries outside of North America, filed Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching agreement with a group of lenders on a financial restructuring. The Chapter 11 cases of Molycorp and 20 affiliated debts are pending before Judge Christopher S. Sontchi. The agreement provides for a financial restructuring of the Company's $1.7 billion in debt and provides up to $225 million in gross proceeds in new financing to support operations while the Company completes negotiations with creditors. The Company's operations outside of North America, with the exception of non-operating companies in Luxembourg and Barbados, are excluded from the filings. Molycorp Rare Metals (Oklahoma), LLC, with operations in Quapaw, Oklahoma, also is excluded from the filings as it is not 100% owned by the Company. Molycorp is being advised by the investment banking firm of Miller Buckfire & Co. and is receiving financial advice from AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as legal counsel to the Company in this process. Prime Clerk serves as claims and noticing agent. Secured creditor Oaktree Capital Management L.P., consented to the use of cash collateral and to extend postpetition financing. On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of Molycorp Inc. appointed eight creditors of the company to serve on the official committee of unsecured creditors. MOLYCORP: Wants to Hire Jones Day as Bankruptcy Counsel ------------------------------------------------------- Molycorp, Inc., et al., are asking the U.S. Bankruptcy Court for the District of Delaware for permission to employ Jones Day as counsel, nunc pro tunc to the Petition Date. Jones Day will be compensated at its standard hourly rates, which are based on the professionals' level of experience, less a 10% discount. Billing Category U.S. Range ---------------- ---------- Partners $575 - $1,200 Counsel $575 - $1,050 Associates $300 - $850 Paralegals $200 - $375 On March 16, 2015, the Debtors provided Jones Day with an advance payment of $750,000 to establish a retainer for professional services to be rendered and expenses to be incurred by Jones Day. Thereafter, the retainer was reduced to pay certain invoices and replenished by additional payments. In the one year period preceding the Petition Date, Jones Day received payments from the Debtors, including from the retainer, totaling $4,595,045. In addition, Jones Day received $217,103 from an insurance company in connection with Jones Day's representation of certain current and former officers and directors of Molycorp, Inc. in securities litigation matters. Statement Regarding U.S. Trustee Guidelines Jones Day intends to apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with the chapter 11 cases in compliance with applicable provisions of the Bankruptcy Code, Bankruptcy Rules, Local Bankruptcy Rules, and any other applicable procedures and orders of the Court. These information is provided in response to the request for additional information set forth in Paragraph D.1. of the U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Yes. Jones Day has agreed to bill its fees for all matters for which Jones Day is performing services for the Debtors at a 10% percent discount from its standard hourly rates. The hourly rates Jones Day will bill for this engagement are consistent with the rates that Jones Day charges other comparable chapter 11 clients, and the rate structure provided by Jones Day is appropriate and is not significantly different from (a) the rates that Jones Day charges in other non- bankruptcy representations or (b) the rates of other comparably skilled professionals for similar engagements. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Jones Day represented the Debtors during the 12-month period prior to the Petition Date. Prior to Feb. 1, 2015, the standard rates charged by Jones Day to the Debtors for certain matters were subject to a discount of 10% for annual billings up to $1,000,000; 12.5% for billings between $1,000,000 and $2,500,000 and 15% for billings at or in excess of $2,500,000. In addition, Jones Day provided securities law advice to the Debtors for a fixed $50,000 annual fee, prorated monthly. Beginning Feb. 1, 2015, however, the standard rates charged by Jones Day to the Debtors were subject to a 10% discount for all matters without regard to volume or type of representation. At that time, all fixed fee arrangements were discontinued. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The Debtors, Jones Day and Young Conaway Stargatt & Taylor LLP expect to develop a prospective budget and staffing plan to comply with the U.S. Trustee's requests for information and additional disclosures, recognizing that in the course of these large chapter 11 cases, there may be unforeseeable fees and expenses that will need to be addressed by the Debtors, Jones Day and Young Conaway Stargatt & Taylor LLP. About Molycorp Molycorp Inc. -- http://www.molycorp.com/-- is a global rare earths and rare metals producer. Molycorp owns several prominent rare earth processing facilities around the world. It has a workforce of 2,530 employees at locations on three continents. Molycorp's Mountain Pass Rare Earth Facility in San Bernadino County, California, is home to one of the world's largest and richest deposits of rare earths. Molycorp has corporate offices in the United States, Canada and China. CEO Geoffrey R. Bedford, and other senior management members are located in Molycorp's corporate offices in Toronto, Canada. Other senior manageemnt members are located at its U.S. corporate headquarters in Greendwood Village, Colorado. Molycorp reported a net loss of $623 million in 2014, a net loss of $377 million in 2013 and a net loss of $475 million in 2012. As of March 31, 2015, the Company had $2.49 billion in total assets, $1.78 billion in total liabilities and $709 million in total stockholders' equity. Molycorp and its North American subsidiaries, together with certain of its non-operating subsidiaries outside of North America, filed Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching agreement with a group of lenders on a financial restructuring. The Chapter 11 cases of Molycorp and 20 affiliated debts are pending before Judge Christopher S. Sontchi. The agreement provides for a financial restructuring of the Company's $1.7 billion in debt and provides up to $225 million in gross proceeds in new financing to support operations while the Company completes negotiations with creditors. The Company's operations outside of North America, with the exception of non-operating companies in Luxembourg and Barbados, are excluded from the filings. Molycorp Rare Metals (Oklahoma), LLC, with operations in Quapaw, Oklahoma, also is excluded from the filings as it is not 100% owned by the Company. Molycorp is being advised by the investment banking firm of Miller Buckfire & Co. and is receiving financial advice from AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as legal counsel to the Company in this process. Prime Clerk serves as claims and noticing agent. Secured creditor Oaktree Capital Management L.P., consented to the use of cash collateral and to extend postpetition financing. On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of Molycorp Inc. appointed eight creditors of the company to serve on the official committee of unsecured creditors. MSCI INC: Moody's Assigns Ba2 Rating on $500MM Notes Due 2025 ------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to MSCI Inc.'s proposed $500 million notes due 2025. The net proceeds of the new senior notes will be used for general corporate purposes and to repurchase its stock during the remainder of 2015 and perhaps into 2016. Assignments: Issuer: MSCI Inc. Senior Unsecured Regular Bond/Debenture, Assigned Ba2, LGD4 RATINGS RATIONALE The Ba2 CFR reflects expectations for solid revenue and profitability growth and a stable, recurring subscription base of investment risk management, decision support tools and equity index products. EBITA margins should grow from the high 30s% to near 40% as a result of ongoing expense management initiatives. Moody's expects revenues and EBITDA should rise to about $1.1 billion and over $500 million, respectively, in 2016 driven by the growth of equity exchange traded funds (ETFs) and international (especially emerging market) equity indices, growing demand for its risk management products and aggregate subscriber retention rates above 90%. Liquidity is considered very good, reflecting Moody's expectations for at least $250 million of cash and equivalents, free cash flow of about $150 million and full availability of the $200 million revolver. All financial metrics reflect Moody's standard adjustments. The stable outlook reflects Moody's expectations for 8% to 10% revenue growth, increasing rates of profitability driven by ongoing expense management initiatives and debt to EBITDA to remain around 3.5 times. The ratings could be lowered if Moody's notes a meaningful increase in competition, MSCI's client retention rates deteriorate or a more difficult pricing environment evolves. Moody's could downgrade the ratings if it anticipates low revenue growth or an erosion in profitability and free cash flow, resulting in expectations for debt to EBITDA and free cash flow to debt to be sustained above 4 times and under 5%, respectively. The ratings could be raised if financial policies are revised to emphasize lower debt levels such that Moody's comes to expect debt to EBITDA will remain around 3 times and free cash flow to debt will stay above 10%. The principal methodology used in this rating was Business and Consumer Service Industry published in December 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. MSCI Inc. is a global provider of investment risk and decision support tools, including indices and portfolio risk and performance analytics products and services. MSCI INC: S&P Assigns 'BB+' Rating on New Unsecured Notes Due 2025 ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'BB+' issue-level rating and '3' recovery rating to New York City-based financial data and analytics provider MSCI Inc.'s proposed unsecured notes due 2025. The 'BB+' rating is the same as the ratings on MSCI's existing unsecured debt. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50% to 70%; upper half of the range) in the event of payment default. The company will use the proceeds for general corporate purposes, including shareholder returns. S&P's 'BB+' corporate credit rating on MSCI and stable outlook remain unchanged. The rating reflects leverage that S&P expects to remain below 3x as the company returns cash to shareholders through 2016, as well as its leading market position, highly recurring revenue model, and high profit margins. Partly offsetting these strengths are MSCI's narrow product focus, with revenues mostly tied to the health of the investment management industry, and some customer concentration with Blackrock, which represented over 10% of 2014 revenues. S&P could lower the rating if acquisitions or additional shareholder returns result in leverage sustained above the mid-3x area. RECOVERY ANALYSIS Key Analytical Factors -- S&P's simulated default scenario assumes a default in 2020, driven by cash flow and liquidity issues that stem from a significant deterioration in financial markets conditions, major customer losses, and competitive factors. -- S&P believes that in the event of a default, the company would reorganize to maximize value to creditors, given its embedded position in the financial markets, strong brand recognition, and critical index and risk-related products. -- S&P has valued the company as a going concern applying a 7x multiple to its assumed $150 million emergence EBITDA to derive an estimate of gross recovery value of $1.05 billion. Simulated Default Assumptions -- Simulated year of default: 2020 -- EBITDA at emergence: $150 million -- EBITDA multiple: 7x Simplified Waterfall -- Net enterprise value (after 3% administrative costs): $1.02 billion -- Total value available to unsecured claims: $1.02 billion -- Senior unsecured debt and pari-passu claims: $1.53 billion --Recovery expectations: 50% to 70% (upper half of the range) Notes: All debt amounts include six months of pre-petition interest. RATINGS LIST MSCI Inc. Corporate Credit Rating BB+/Stable/-- New Rating MSCI Inc. Unsecured notes due 2025 BB+ Recovery Rating 3H NAKED BRAND: Effects 1-for-40 Reverse Stock Split ------------------------------------------------- As disclosed in the current report on Form 8-K filed by Naked Brand Group Inc. with the Securities and Exchange Commission on Aug. 6, 2015, the Board of Directors of the Company approved a reverse stock split of the Company's authorized, issued and outstanding shares of common stock at a ratio of 1-for-40. On Aug. 7, 2015, the Financial Industry Regulatory Authority notified the Company that the reverse stock split will take effect at the open of business on Aug. 10, 2015. On the Effective Date, the trading symbol for the Company's common stock changed to "NAKDD" for a period of 20 business days, after which the "D" will be removed from the Company's trading symbol, which will revert to "NAKD." In connection with the reverse stock split, the CUSIP number for the Company's common stock will change to 629839200. The Board approved the reverse stock split as part of the Company's pursuit of listing of its common stock on a national securities exchange. The Company has not yet submitted a listing application with any national securities exchange and, at present, the Company does not meet all of the initial listing requirements of any national securities exchange. The Company can make no assurance that it will meet the requirements to file a listing application with a national securities exchange or that, if such an application is filed, that such listing will be approved. Stockholders holding paper certificates may (but are not required to) send the certificates to the Company's transfer agent and registrar, Standard Registrar & Transfer Co. Inc., at the address set forth below. Standard Registrar will issue a new stock certificate reflecting the reverse stock split to each requesting stockholder. Standard Registrar can be contacted at (801) 571-8844. Standard Registrar & Transfer Co. Inc. 12528 South 1840 East Draper, UT 84020 The Company effected the reverse stock split pursuant to the Company's filing of a Certificate of Change with the Secretary of State of the State of Nevada on Aug. 7, 2015, in accordance with Nevada Revised Statutes Section 78.209. The Certificate will become effective at 12:01 a.m. Eastern Time on the Effective Date. Under Nevada law, no amendment to the Company's articles of incorporation is required in connection with the reverse stock split. Immediately after the reverse stock split, each stockholder's percentage ownership interest in the Company and proportional voting power will remain unchanged, except for minor changes and adjustments that will result from the treatment of fractional shares. The rights and privileges of the holders of shares of company stock will be substantially unaffected by the reverse stock split. About Naked Brand Naked Brand Group Inc. designs, manufactures, and sells men's innerwear and lounge apparel products in the United States and Canada. It offers various innerwear products, including trunks, briefs, boxer briefs, undershirts, T-shirts, and lounge pants under the Naked brand, as well as under the NKD sub-brand for men. The company sells its products to consumers and retailers through wholesale relationships and direct-to-consumer channel, which consists of an online e-commerce store, thenakedshop.com. Naked Brand Group Inc. is based in New York, New York. Naked Brand reported a net loss of $21.07 million for the year ended Jan. 31, 2015, compared to a net loss of $4.23 million for the year ended Jan. 31, 2014. As of April 30, 2015, the Company had $1.70 million in total assets, $1.30 million in total liabilities and $436,000 in total stockholders' equity. BDO USA, LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Jan. 31, 2015, citing that the Company incurred a net loss of $21,078,265 for the year ended Jan. 31, 2015, had a capital deficit of $2,224,180 at Jan. 31, 2015, and the Company expects to incur further losses in the development of its business. These conditions raise substantial doubt about the Company's ability to continue as a going concern. NATIONAL CINEMEDIA: Posts $10.1-Mil. Net Income for 2nd Quarter --------------------------------------------------------------- National Cinemedia, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income attributable to the Company of $10.1 million on $121.5 million of advertising revenue for the three months ended July 2, 2015, compared to net income attributable to the Company of $3.6 million on $99.9 million of advertising revenue for the three months ended June 26, 2014. For the six months ended July 2, 2015, the Company reported net income attributable to the Company of $1.1 million on $198.4 million of advertising revenue compared to net income attributable to the Company of $500,000 on $170.1 million of advertising revenue for the six months ended June 26, 2014. As of July 2, 2015, the Company had $1 billion in total assets, $1.2 billion in total liabilities and a $221.6 million total deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/4BBtvO About National CineMedia National CineMedia, Inc., is the holding company of National CineMedia, LLC. NCM LLC operates the largest digital in-theatre network in North America, allowing NCM to distribute advertising, Fathom entertainment programming events and corporate events under long-term exhibitor services agreements with American Multi-Cinema Inc., a wholly owned subsidiary of AMC Entertainment Inc.; Regal Cinemas, Inc., a wholly owned subsidiary of Regal Entertainment Group; and Cinemark USA, Inc., a wholly owned subsidiary of Cinemark Holdings, Inc. NCM LLC also provides such services to certain third-party theater circuits under "network affiliate" agreements, which expire at various dates. * * * As reported by the TCR on March 24, 2011, Standard & Poor's Ratings Services raised its corporate credit ratings on Centennial, Colorado-based National CineMedia Inc. and operating subsidiary National CineMedia LLC (which S&P analyzes on a consolidated basis) to 'BB-' from 'B+'. "The 'BB-' corporate credit rating reflects S&P's expectation that NCM's EBITDA growth will enable the company to continue to de-lever over the intermediate term despite its aggressive dividend policy," said Standard & Poor's credit analyst Jeanne Shoesmith. NATIONAL CINEMEDIA: President and CEO Kurt Hall to Retire --------------------------------------------------------- National CineMedia, Inc., the managing member and owner of 45.2% of National CineMedia, LLC, announced that it will implement its Chairman and CEO succession plan. Kurt C. Hall, who helped found the Company in 2005 with the three leading cinema operators AMC, Cinemark and Regal, will retire as chairman, president and chief executive officer upon the appointment of his CEO successor. The Board of Directors has retained executive search firm Heidrick & Struggles to identify a new CEO to succeed Mr. Hall. Upon the appointment of a new CEO, Scott N. Schneider, currently Lead Director of the Company's Board of Directors, will succeed Mr. Hall as Chairman of the Board and Mr. Hall will continue in a 24-month consulting role as an advisor to the Board and CEO to facilitate a seamless transition and consult on other business matters. "It has been an honor and a privilege to lead NCM's talented and dedicated team from start-up through an exciting period of growth," said Kurt Hall, NCM's chairman, president and CEO. "Since our initial public offering in 2007, we have consistently returned value to our shareholders as we have expanded the Company into a leading video advertising network through the creation of the world's largest cinema digital distribution network and formation of an expanding theatre circuit and advertising client relationship base. Given NCM's recent strong financial performance and strengthening market position, now seemed like the right time to transition to the next generation of leadership. It is also important to me to reduce my day-to-day participation with our company so that I can spend more time with my family after recovery from some recent health issues. With a meaningful investment in the Company, I look forward to continuing to work with the Company's Board and leadership team to ensure a seamless transition and strong growth and shareholder value creation for many years to come." "On behalf of the NCM board, I want to thank Kurt for his commitment and many years of contributions to our company," said Scott N. Schneider, lead director of the NCM board. "Under his leadership, NCM has driven continued geographic expansion through additional theatre circuit agreements, improved our advertising products and significantly increased advertising revenue for our theatre circuit partners and dividends for our shareholders. Kurt has set the tone for our company for over 10 years, founding a structure that has provided enormous value to our shareholders, employees and affiliated theatres, and leading the Company to compete aggressively in the challenging video advertising marketplace. I am confident that the Company has a strong foundation in place and will continue to strengthen our offerings to drive growth and shareholder value under new leadership." About National CineMedia National CineMedia, Inc., is the holding company of National CineMedia, LLC. NCM LLC operates the largest digital in-theatre network in North America, allowing NCM to distribute advertising, Fathom entertainment programming events and corporate events under long-term exhibitor services agreements with American Multi-Cinema Inc., a wholly owned subsidiary of AMC Entertainment Inc.; Regal Cinemas, Inc., a wholly owned subsidiary of Regal Entertainment Group; and Cinemark USA, Inc., a wholly owned subsidiary of Cinemark Holdings, Inc. NCM LLC also provides such services to certain third-party theater circuits under "network affiliate" agreements, which expire at various dates. As of July 2, 2015, the Company had $1 billion in total assets, $1.2 billion in total liabilities and a $221.6 million total deficit. * * * As reported by the TCR on March 24, 2011, Standard & Poor's Ratings Services raised its corporate credit ratings on Centennial, Colorado-based National CineMedia Inc. and operating subsidiary National CineMedia LLC (which S&P analyzes on a consolidated basis) to 'BB-' from 'B+'. "The 'BB-' corporate credit rating reflects S&P's expectation that NCM's EBITDA growth will enable the company to continue to de-lever over the intermediate term despite its aggressive dividend policy," said Standard & Poor's credit analyst Jeanne Shoesmith. NEOMEDIA TECHNOLOGIES: Extends Debenture Maturity Date to 2016 -------------------------------------------------------------- NeoMedia Technologies, Inc., entered into a debenture extension agreement with YA Global Investments, LP f/k/a Cornell Capital Partners, to extend the maturity dates of certain convertible debentures to Feb. 5, 2016, subject to the conditions outlined in the Agreement. These conditions include: (a) this is a one-time extension for the specific period indicated; and (b) such extension will not be deemed to constitute (i) an agreement to provide any further extension of the maturity dates of the Debentures, or (ii) a waiver of any existing Events of Default, whether known or unknown, or of any the provisions of the Debentures or of the other Financing Documents. The Debentures are secured by certain pledges made with respect to the assets of the Company and its subsidiaries as set forth in the Agreement, and that certain Security Agreement and Patent Security Agreement, both dated July 29, 2008, and filed with the SEC on Aug. 4, 2008, by and among the Company, each of the Company's subsidiaries made a party thereto and YA, that remain in effect. About NeoMedia Technologies Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode scanning solutions. The Company's technology allows mobile devices with cameras to read 1D and 2D barcodes and provide "one click" access to mobile content. NeoMedia reported a net loss of $2.46 million on $3.51 million of revenues for the year ended Dec. 31, 2014, compared to net income of $28.46 million on $4.29 million of revenues in 2013. As of June 30, 2015, the Company had $1.1 million in total assets, $42.1 million in total liabilities, all current, $4.3 million in series C convertible preferred stock, $348,000 in series D convertible preferred stock and a $45.6 million total shareholders' deficit. StarkSchenkein, LLP, in Denver, CO, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014. The independent auditors noted that the Company has suffered recurring losses from operations, has significant working capital and shareholder deficits and may have ongoing requirements for additional capital investment. These factors, the auditors noted, raise substantial doubt about the Company's ability to continue as a going concern. NEONODE INC: Incurs Net Loss of $1.7 Million in Second Quarter -------------------------------------------------------------- Neonode, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.7 million on $2.7 million of net revenues for the three months ended June 30, 2015, compared to a net loss of $3.8 million on $865,000 of net revenues for the same period during the prior year. For the six months ended June 30, 2015, the Company reported a net loss of $3.6 million on $5 million of net revenues compared to a net loss of $7.8 million on $1.8 million of net revenues for the same period a year ago. As of June 30, 2015, the Company had $5.6 million in total assets, $5.5 million in total liabilities and $131,000 in total stockholders' equity. "The second quarter of 2015 has been a period of satisfying achievements and milestones throughout the company. We saw significant increases in our revenues as customers increased or initiated product shipments using our touch technology. During the quarter we released new technologies ideally suited for the PC and printer markets and we officially passed all the Microsoft Windows 10 technology certification tests. We believe we are well positioned to take advantage of the many opportunities that are presenting themselves across our three core markets which are Automotive, PC and Printer," said Neonode CEO Thomas Eriksson. A full-text copy of the Form 10-Q is available for free at: http://is.gd/gP2jqs About Neonode Inc. Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON) -- http://www.neonode.com/-- provides optical touch screen solutions for hand-held and small to midsize devices. Neonode reported a net loss of $14.2 million in 2014, a net loss of $13.08 million in 2013 and a net loss of $9.28 million in 2012. NESCO LLC: Moody's Lowers CFR to Caa1, Outlook Negative ------------------------------------------------------- Moody's Investors Service downgraded NESCO, LLC's Corporate Family Rating to Caa1 from B3, Probability of Default Rating to Caa1-PD from B3-PD, and its senior secured second lien notes rating to Caa2 from Caa1. The ratings downgrade reflects Moody's expectation for low free cash flow available to repay debt. Moreover, the company has relied on its ABL revolver to fund operations leading to weaker credit metrics that are likely to remain reflective of a Caa1 rating level over the intermediate term. The rating outlook has been changed to negative. These rating actions were taken: Issuer: NESCO, LLC Corporate Family Rating, downgraded to Caa1 from B3; Probability of Default Rating, downgraded to Caa1-PD from B3-PD; Senior Secured Second Lien Notes due 2021, downgraded to Caa2 (LGD4) from Caa1 (LGD4). Outlook actions: Outlook, Changed to Negative from Stable. RATINGS RATIONALE NESCO's Caa1 CFR reflects Moody's expectation of continued weak profitability due to lower than anticipated demand from contractors serving utilities and expectations for ongoing weak demand for 2015 and into 2016. Moody's anticipates NESCO's debt / EBITDA at above 8 times (all figures inclusive of Moody's standard adjustments) for 2015. The company's capital expenditure program is expected to be meaningfully curtailed in 2015 and possibly for 2016 if demand prospects remains weak. Long term prospects are supported by certain industry dynamics including an aging power infrastructure requiring investment and the potential for increased outsourcing to contractors (which represents the vast majority of the company's customer base) by electric utilities. Moody's considers the company's liquidity profile to be adequate, supported primarily by availability under the $250 million ABL revolver which we expect NESCO will continue to rely on to fund operations and support growth initiatives. The company is expected to generate breakeven to positive free cash flow over the next 12 months as the company scales back on its large capital expenditures program. NESCO has some flexibility to reign in capital spending given the young age of its rental fleet allowing it to preserve free cash flow for the purposes of repaying debt. The negative outlook reflects the expectation for continued weakness in the company's operating performance due to weak transmission and distribution end markets. Moreover, Moody's anticipate the company's weakened margins to significantly slow its ability to deleverage the balance sheet. Moody's notes that NESCO's decision to cut back its capital expenditures should help conserve cash that may be redirected toward debt repayment. Although the company may be able to sell assets to reduce debt, it has more debt on the balance sheet than equipment thereby limiting the value of equipment sales to significantly deleverage its balance sheet. Nevertheless, it may sell additional assets to right-size its equipment portfolio. The ratings could be downgraded if the company fails to show progress towards deleveraging and if revolver availability were to decline towards $25 million. A further decline in EBITDA margins could also result in downwards rating pressure. The ratings would be considered for an upgrade if the company's operating outlook and liquidity position were to meaningfully improve, if debt / EBITDA were to decline and remain sustained below 7 times on a Moody's adjusted basis, while improving EBITDA margins. The principal methodology used in these ratings was Equipment and Transportation Rental Industry published in December 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. NESCO, LLC based in Fort Wayne, Indiana, rents and sells a range of new and used equipment for the electric power T&D industry, including on- and off-highway, overhead and underground equipment, arbor equipment, sign erection and maintenance equipment. Customers include utility contractors and utilities in the United States and Canada that are performing installation, maintenance, upgrades and repairs to T&D infrastructure. During 2012, the company completed two significant acquisitions that grew its fleet. In August 2012, NESCO purchased the utility equipment fleet and related assets from Penske Truck Leasing Co., L.P. and in December 2012 it purchased Utility Equipment Leasing Corporation. LTM revenues for the period ended March 31, 2015 were almost $200 million. NIRVANA INC: Bottled Water Biz Set for Oct. 14 Auction ------------------------------------------------------ Bill Rochelle, a bankruptcy columnist for Bloomberg News, reported that Nirvana Inc. obtained authority from a bankruptcy judge to proceed with the Oct. 14 auction of its assets, including its bottled water business, some 1,600 acres where the water-bottling business is operated, and the names "Nirvana" and "Nirvana Spring Water." The Debtors said the Assets have an estimated aggregate value of approximately $20,000,000. Interested parties must submit their bids on or before October 9, 2015. If one or more Qualified Bids are timely received by the Debtors, an Auction will be held on October 14, 2015 at 10:00 a.m. at the offices of Bond, Schoeneck & King, PLLC, in New York. The hearing to consider approval of the sale is slated for October 20, 2015. Camille W. Hill, Esq., at Bond, Shoeneck & King, PLLC, in Syracuse, New York, told the Court that the Debtors have determined that it is in the best interests of their estates, their creditors, their employees and other parties-in-interest to sell the Assets. Ms. Hill asserted that the Debtors' management believes that the approval of the sale is critical to preserving their value for the benefit of all creditors and employees, and it is necessary to provide Nirvana's customers assurance that their contracts will be honored. She further told the Court that the proposed Asset Sale will be subject to highest and best offer and the approval of the Court, and will include the assumption and assignment of executory contracts and unexpired leases to the Successful Bidder. About Nirvana Inc. Nirvana Inc. is a manufacturer and bottler of spring water that is captured from four natural springs on 1,600 acres of property located in the foothills of the Adirondack Mountains at Forestport, New York. Nirvana says its water is exceptionally pure and flows naturally to the surface at a temperature of 42 degrees Fahrenheit. Nirvana is a closely-held New York corporation with a principal office located at One Nirvana Plaza, Forestport, New York. Nirvana was formed on June 2, 1995 by Mozafar Rafizadeh and his brother, Mansur Rafizadeh. Nirvana, Inc., and three affiliates -- Nirvana Transport, Inc., Nirvana Warehousing, Inc. and Millers Wood Development Corp. -- sought Chapter 11 bankruptcy protection (Bankr. N.D.N.Y. Lead Case No. 15-60823) in Utica, New York, on June 3, 2015. The cases are assigned to Judge Diane Davis. According to the docket, the Debtors' Chapter 11 plan and disclosure statement are due Oct. 1, 2015. The deadline for filing claims by governmental units is Nov. 30, 2015. The Debtors tapped Bond, Schoeneck & King, PLLC, as general counsel, and Teitelbaum & Baskin, LLC, as special counsel. NN INC: S&P Raises Rating on $350MM Term Loan Due 2021 to 'BB' -------------------------------------------------------------- Standard & Poor's Ratings Services raised its issue-level rating on NN Inc.'s $350 million term loan due 2021 to 'BB' from 'B+' and revised the recovery rating on the loan to '1' from '3' following the company's $130 million paydown using the proceeds from its recent equity offering. The '1' recovery rating indicates our expectation of very high recovery (90%-100%) in a simulated default scenario. In July 2015, NN Inc. raised approximately $173 million in net proceeds via a public equity offering. The company used about $149 million of the proceeds to repay a portion of its term loan and some of the debt outstanding on its asset-based lending (ABL) revolver, and kept the remainder as cash on its balance sheet. Given the sizable reduction in the balance on the term loan, as well as the ongoing 5% annual amortization of the loan, its recovery prospects have improved in a hypothetical default scenario. S&P's 'B+' corporate credit rating and stable outlook on NN Inc. remain unchanged. RATINGS LIST NN Inc. Corporate Credit Rating B+/Stable/-- Rating Raised; Recovery Rating Revised To From NN Inc. $350 Mil. Term Loan Due 2021 BB B+ Recovery Rating 1 3H NORTHERN NEW ENGLAND: 2nd Circ. Make Rules for Extinguishing Lien ----------------------------------------------------------------- Bill Rochelle, a bankruptcy columnist for Bloomberg News, reported that the U.S. Court of Appeals in Manhattan, on Aug. 4, in a case involving a tax lien in which a city had filed a claim for some, but not all, real estate taxes, ruled that a lien can be extinguished in Chapter 11 as long as a four-part test has been met. According to the report, in the opinion, the Second Circuit quoted the Supreme Court's 1992 opinion in Dewsnup v. Timm, which explained that "liens passed through bankruptcy" before the adoption of the Bankruptcy Code in 1978. The rule was changed by Section 1141(c) of the code, which says that plan confirmation makes property free and clear of all claims and interests that were "dealt with by the plan," the report said. The report added that the Second Circuit said that statute imposes three requirements for eradicating a lien: (1) the plan does not preserve the lien, (2) the plan is confirmed and (3) the property is dealt with by the plan. As in sister circuits, the Second Circuit adopted a fourth requirement not within the language of the statute: The lienholder must participate in the bankruptcy. The Second Circuit ruled that all the requirements were met. The case is City of Concord v. Northern New England Telephone Operations LLC (In re Northern New England Telephone Operations LLC), 14-3381, U.S. Court of Appeals for the Second Circuit. PARKVIEW ADVENTIST: Files Schedules of Assets and Liabilities ------------------------------------------------------------- Parkview Adventist Medical Center filed with the U.S. Bankruptcy Court for the District of Maine its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $8,800,234 B. Personal Property $9,671,369 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $14,620,299 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $10,499,572 ------------ ----------- TOTAL $18,471,603 $25,069,871 About Parkview Adventist Parkview Adventist Medical Center, a Maine non-profit corporation, operates the Parkview Hospital, a faith-based acute care community hospital located in Brunswick, Maine, affiliated with the Seventh Day Adventist Church. Its mission is to provide services supporting the physical, emotional and spiritual wellness of its patients. Parkview sought Chapter 11 protection (Bankr. D. Maine Case No. 15-20442) in Portland, Maine, on June 16, 2015. The case is assigned to Judge Peter G Cary. The Debtor estimated $10 million to $50 million in assets and debt. The deadline for filing claims is Oct. 7, 2015. The Debtor's plan and disclosure statement are due Oct. 14, 2015. The Debtor is represented by George J. Marcus, Esq., at Marcus, Clegg & Mistretta, PA, in Portlane, Maine. PARKVIEW ADVENTIST: Has Admin Services Agreement with HPHC ---------------------------------------------------------- The Parkview Adventist Medical Center seeks authority from the U.S. Bankruptcy Court for the District of Maine to enter into an administrative services agreement with HPHC Insurance Company, Inc. and Health Plans, Inc. Pursuant to the ASA, HPIC will administer the Debtor's self-insured employee health benefit plan for its eligible members and any eligible dependents of those members, for claims incurred under the Plan from and after July 1, 2015, and upon and subject to the terms and conditions contained in the ASA. The agreement is conditioned upon the following: (a) the Court enter its order approving the terms and conditions of the ASA on or before the Effective Date July 1, 2015; (b) the Debtor establishes and maintains a separate bank account in its name to be used solely for the payments of amounts due under the Plan and the ASA; (c) the Debtor pays into the Funding Account, on or before the Effective Date, the sum of $324,481; (d) the Debtor prepay into the Funding Account every three months starting with the quarter beginning on October 1, 2015, sums equal to the estimated total of the per-employee per month fees which HPIC will invoice the Debtor for; (e) in the event that the balance in the Funding Account is less than $100,000 at any time, ensure that additional funds are added thereto within three business days of notice of the balance insufficiency to bring the balance to $100,000. The Debtor believes that it has articulated a reasonable and legitimate business rationale for entering into the ASA. Multiple options for a Plan administrator has been explored and HPIC is the only realistic option given that July 1st is rapidly approaching and there cannot be a lapse in Plan administration, the Debtor adds. The Debtor is represented by: George J. Marcus, Esq. Jennie L. Clegg, Esq. David C. Johnson, Esq. Andrew C. Helman, Esq. MARCUS, CLEGG & MISTRETTA, P.A. One Canal Plaza, Suite 600 Portland, ME 04101 Tel: (207) 828-8000 Fax: (207)-773-3210 Email: gmarcus@mcm-law.com Jclegg@mcm-law.com djohnson@mcm-law.com ahelman@mcm-law.com About Parkview Adventist Parkview Adventist Medical Center, a Maine non-profit corporation, operates the Parkview Hospital, a faith-based acute care community hospital located in Brunswick, Maine, affiliated with the Seventh Day Adventist Church. Its mission is to provide services supporting the physical, emotional and spiritual wellness of its patients. Parkview sought Chapter 11 protection (Bankr. D. Maine Case No. 15-20442) in Portland, Maine, on June 16, 2015. The case is assigned to Judge Peter G Cary. The Debtor estimated $10 million to $50 million in assets and debt. The deadline for filing claims is Oct. 7, 2015. The Debtor's plan and disclosure statement are due Oct. 14, 2015. The Debtor is represented by George J. Marcus, Esq., at Marcus, Clegg & Mistretta, PA, in Portlane, Maine. PARKVIEW ADVENTIST: Has Interim Authority to Use Cash Collateral ---------------------------------------------------------------- Parkview Adventist Medical Center sought and obtained interim authority from the U.S. Bankruptcy Court for the District of Maine to use cash collateral securing its prepetition indebtedness. The Debtor was given interim authority to use cash collateral during the period of July 1, 2015 through July 27, 2015. The Court will hold a final hearing to determine whether any of the Debtor's assets constitute Cash Collateral and, if so, whether the Debtor is authorized to continue to use Cash Collateral through October 31, 2015. Central Maine Healthcare Corporation objected to the Debtor's cash collateral request. The Court directed CMHC to provide the Debtor and the United States Trustee with weekly reports. Should the Weekly Reports demonstrate that actual patient volume numbers for each of two consecutive weeks fall below 75% of the volumes for those weeks estimated in the Projections, then CMHC will be entitled to seek a Court order on an expedited basis revoking the temporary authorization to use of Cash Collateral. In the event that CMHC makes a request, the Debtor's right to object to said course of action on any and all grounds is expressly preserved. About Parkview Adventist Parkview Adventist Medical Center, a Maine non-profit corporation, operates the Parkview Hospital, a faith-based acute care community hospital located in Brunswick, Maine, affiliated with the Seventh Day Adventist Church. Its mission is to provide services supporting the physical, emotional and spiritual wellness of its patients. Parkview sought Chapter 11 protection (Bankr. D. Maine Case No. 15-20442) in Portland, Maine, on June 16, 2015. The case is assigned to Judge Peter G Cary. The Debtor estimated $10 million to $50 million in assets and debt. According to the docket, the appointment of a health care ombudsman is due by July 16, 2015. The deadline for filing claims is Oct. 7, 2015. The Debtor's plan and disclosure statement are due Oct. 14, 2015. The meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for July 9, 2015 at 1:00 p.m. The Debtor is represented by George J. Marcus, Esq., at Marcus, Clegg & Mistretta, PA, in Portlane, Maine. PARKVIEW ADVENTIST: Has New Administrators for Health Benefit Plan ------------------------------------------------------------------ HPHC Insurance Company, Inc., and Health Plans, Inc., are the new administrators of Parkview Adventist Medical Center's self-insured employee health benefit plan, according to court filings. Parkview Adventist tapped the companies to administer the plan for claims incurred from and after July 1. The move came after its contract with Group Benefit Services, Inc. expired on June 30, court filings show. Under the agreement, Parkview Adventist is required to make an advance payment of $324,481 for administration fees, carrier premiums and initial charges to be incurred under the plan for the period July 1 to Sept. 30, 2015. U.S. Bankruptcy Judge Peter Cary approved the companies as new administrators of the plan early last month. About Parkview Adventist Parkview Adventist Medical Center, a Maine non-profit corporation, operates the Parkview Hospital, a faith-based acute care community hospital located in Brunswick, Maine, affiliated with the Seventh Day Adventist Church. Its mission is to provide services supporting the physical, emotional and spiritual wellness of its patients. Parkview sought Chapter 11 protection (Bankr. D. Maine Case No. 15-20442) in Portland, Maine, on June 16, 2015. The case is assigned to Judge Peter G Cary. The Debtor estimated $10 million to $50 million in assets and debt. The deadline for filing claims is Oct. 7, 2015. The Debtor's plan and disclosure statement are due Oct. 14, 2015. The Debtor is represented by George J. Marcus, Esq., at Marcus, Clegg & Mistretta, PA, in Portlane, Maine. PENNSYLVANIA NAT'L: Moody's Cuts Surplus Notes Rating to Ba1(hyb) ----------------------------------------------------------------- Moody's Investors Service has downgraded the surplus notes issued by Pennsylvania National Mutual Casualty Insurance Company to Ba1 (hyb) from Baa3 (hyb) and the insurance financial strength (IFS) ratings of Penn National Insurance Group's (Penn National) operating subsidiaries to Baa1 from A3. The downgrade reflects continued uncertainty with regards to legacy lead paint claims including potential challenges in collecting reinsurance recoverables on lead paint claims, and low operating profitability. The outlook for the ratings is stable. RATINGS RATIONALE "While Penn National's earnings have improved due to relatively stable accident year combined ratios and lower catastrophe and weather-related losses, the company still faces uncertainty surrounding its legacy lead paint claims, which could pressure future earnings," said Jasper Cooper, Moody's Assistant Vice President. "In addition, we have concerns about the company's reinsurance recoverables related to multi line reinsurance policies from the 1990s, which we believe are subject to greater collection risk given the nature of the liabilities." Penn National's ratings reflect the group's established position in its regional independent agency markets, low operating leverage, and a high quality investment portfolio. The company continues to take a number of steps to improve results in its core business, including: implementing rate increases, tightening underwriting standards, and increasing reinsurance protection. These actions have led to moderate ex-catastrophe earnings improvement, although a softening pricing environment could partially hinder the company's efforts. These strengths are partly offset by uncertainty surrounding legacy lead paint claims including potential challenges in collecting reinsurance recoverables, exposure to catastrophes leading to some earnings volatility, significant geographic concentration as about 40% of premiums come from Pennsylvania, as well as the company's modest scale, which limits its operating and financial flexibility. RATING DRIVERS Moody's noted that following factors could lead to an upgrade of the ratings: 1) absence of meaningful adverse loss reserve development related to lead-paint claims and/or core loss reserves; 2) collection of reinsurance recoverables related to the company's lead paint claims; 3) stable operating profitability, with combined ratios consistently below 103% and EBIT coverage of interest above 4x; and, 4) sustained debt leverage at or below 25%. Conversely, these factors could lead to a downgrade of the ratings: 1) failure to collect reinsurance recoverables related to lead paint claims; 2) significant additions to lead paint reserves; 3) combined ratios consistently greater than 108% with EBIT coverage of interest below 2x; 4) decline in capitalization of 15% or more over a one-year period resulting from catastrophe losses and/or adverse loss reserve development; and, 5) adjusted debt leverage above 35%. LIST OF RATING ACTIONS These ratings have been downgraded with a stable outlook: Pennsylvania National Mutual Casualty Insurance Company. -- surplus notes to Ba1 (hyb) from Baa3 (hyb), insurance financial strength to Baa1 from A3; Penn National Security Insurance Company -- insurance financial strength to Baa1 from A3. Penn National, based in Harrisburg, Pennsylvania, is a mutual property/casualty insurance group that underwrites small and middle market commercial and personal lines insurance through independent agents. For 2014, the group reported statutory net written premiums of $667 million and statutory net income of $43 million. Statutory surplus for Penn National Insurance was $567 million as of Dec. 31, 2014. The principal methodology used in these ratings was Global Property and Casualty Insurers published in August 2014. PERRY KOPLIK: Judge Stretches Notions of Jurisdiction to Sue Wife ----------------------------------------------------------------- Bill Rochelle, a bankruptcy columnist at Bloomberg News, reported that U.S. District Judge in Katherine B. Forrest Manhattan allowed a lawsuit against a husband and wife to proceed, relying on a 2001 Manhattan U.S. Court of Appeals decision called Epperson for the proposition that a federal court has jurisdiction over recipients of a fraudulent transfer even though they were not parties to the original suit. A litigation trustee under a Chapter 11 plan sued a husband and wife for receipt of a fraudulent transfer because the husband conveyed a home he owned in his own name to himself and his wife as tenants by the entireties, the report related. The trustee filed a second suit against the husband, eventually winning a $9.5 million judgment for violation of fiduciary duties, the report further related. The husband and wife moved to dismiss the first-filed suit, saying there was no federal jurisdiction following the judgment in the second suit, the report added. According to the report, Judge Forrest said ancillary jurisdiction remained over the husband because the trustee was seeking to collect a judgment. The court had ancillary jurisdiction over the wife, although she wasn't a party to the other suit, because the trustee wasn't attempting to hold her liable for the judgment in the first suit, rather, the trustee was seeking to recover for her receipt of a fraudulent transfer to assure collection of the prior judgment, the report related. The case is Fox v. Koplik (In re Perry H. Koplik & Sons Inc.), 15-cv-4002, 2015 BL 245659, U.S. District Court, Southern District of New York (Manhattan). PLASTIC2OIL INC: Incurs $1.2 Million Net Loss in Second Quarter --------------------------------------------------------------- Plastic2Oil, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common shareholders of $1.2 million on $10,397 of total sales for the three months ended June 30, 2015, compared to a net loss attributable to common shareholders of $1.8 million on $6,355 of total sales for the same period during the prior year. For the six months ended June 30, 2015, the Company reported a net loss attributable to common shareholders of $2.1 million on $10,397 of total sales compared to a net loss attributable to common shareholders of $4.5 million on $25,073 of total sales for the same period a year ago. As of June 30, 2015, the Company had $6.6 million in total assets, $9.6 million in total liabilities and a total stockholders' deficit of $3.1 million. A full-text copy of the Form 10-Q is available for free at: http://is.gd/4TKFXs About Plastic2Oil Plastic2Oil, Inc., formerly JBI Inc., is a North American fuel company that transforms unsorted, unwashed waste plastic into ultra-clean, ultra-low sulphur fuel without the need for refinement. The Company's Plastic2Oil (P2O) is a process designed to provide immediate economic benefit for industry, communities and government organizations with waste plastic recycling challenges. It is also focused on the creation of green employment opportunities and a reduction in the cost of plastic recycling programs for municipalities and business. The Company's fuel products include No. 6 Fuel, No. 2 Fuel (diesel, petroleum distillate), Naphtha, Petcoke (carbon black) and Off-Gases. No. 6 Fuel is heavy fuel used in industrial boilers and ships. No. 2 Fuel is a mid-range fuel known as furnace oil or diesel. Naphtha is a light fuel that is used as a cut feedstock for ethanol or as white gasoline in high and regular grade road certified fuels. Plastic2Oil reported a net loss attributable to common shareholders of $8.51 million on $59,000 of sales for the year ended Dec. 31, 2014, compared to a net loss attributable to common shareholders of $16.8 million on $693,000 of sales for the year ended Dec. 31, 2013. MNP LLP, in Toronto, Canada, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has experienced negative cash flows from operations since inception and has accumulated a significant deficit which raises substantial doubt about its ability to continue as a going concern. POST HOLDINGS: Moody's Assigns B3 Rating on $1.2BB Sr. Unsec. Notes ------------------------------------------------------------------- Moody's Investors Service, Inc. has assigned B3 ratings to $1.2 billion of senior unsecured notes that Post Holdings, Inc. announced it intends to offer. Moody's also affirmed the company's B3 senior unsecured debt ratings and Ba2 senior secured debt ratings. The new senior unsecured notes will be offered in two tranches: $600 million notes due 2024 and $600 million notes due 2026. Net proceeds from the issuance will be used to pay down the majority of Post's approximate $1.6 billion senior secured Term Loan B debt. Moody's has revised the Loss Given Default ratings to reflect the proposed shift in debt capitalization. Post also announced that, concurrent with the senior unsecured notes offering, it intends to sell $275 million of common stock. Net proceeds from the stock offering will initially be added to cash balances, but could be used later to fund acquisitions. RATINGS RATIONALE The B2 Corporate Family Rating reflects Post's investment holding company profile, characterized by high financial leverage and a serial pace of acquisitions. Moody's expects that Post's future financial policy will be driven substantially by its access to acquisition financing. The rating agency anticipates that future financings will continue to include a combination of debt and equity capital, but that acquisitions likely will keep debt/EBITDA above 6.0 times. Moody's has taken into consideration the added sales diversification that recent acquisitions have provided, but this benefit is offset by an unfavorable portfolio mix shift toward newly-acquired businesses with higher earnings volatility, including Mom Brands and Michael Foods. Post's ratings are supported by the relatively high margins and cash flow generated in its ready-to-eat (RTE) cereal business along with its strong North American market position in egg products. Post Holdings, Inc. Ratings assigned: $1.2 billion of senior unsecured notes due 2024 and 2026 at B3 (LGD 4). Ratings affirmed and Loss Given Default (LGD) ratings revised: Corporate Family Rating at B2; Probability of Default Rating at B2-PD; Senior secured debt at Ba2, LGD rating revised to LGD 1 from LGD 2; Senior unsecured debt to B3, LGD rating revised to LGD 4 from LGD 5; Speculative grade liquidity rating at SGL-2. The rating outlook is stable. A rating downgrade could occur if operational challenges or a leveraged acquisition causes debt/EBITDA to likely be sustained above 7.0x, or if the company fails to generate free cash flow. A rating upgrade is unlikely until the pace of acquisitions slows and operating profit margin in the company's core RTE cereal business has stabilized. However, the ratings could eventually be upgraded if Post sustains debt/EBITDA below 5.75 times. Post Holdings, based in St. Louis Missouri, is a manufacturer of shelf-stable center-of-the-store cereal, active nutrition and private label food products. Through the recent Michael Foods acquisition, Post also is a producer and distributor of egg products, cheese and other dairy-case and potato products. Sales for the LTM period ended June 30, 2015 were about $4.4 billion. The principal methodology used in these ratings was Global Packaged Goods published in June 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. POST HOLDINGS: S&P Raises Rating on Existing Sr. Notes to 'B' ------------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its issue-level ratings on the Post Holdings Inc.'s existing senior unsecured notes to 'B' from 'B-' and revised the recovery ratings to '4'. This reflects the repayment of senior secured debt that has priority claims on the company's assets. All other ratings remain unchanged, including the 'B' corporate credit rating. In addition, Standard & Poor's assigned its 'B' senior unsecured debt ratings to the company's proposed $1.2 billion notes ($600 million due in 8.5 years and $600 million due in 10 years). The recovery rating is '4', indicating S&P's r expectations of average recovery (30% to 50%), at the upper end of the range, in the event of a payment default. Concurrent with this offering, the company is issuing roughly $275 million in new common equity. The company expects to use the net proceeds of this offering to repay $1.2 billion of the its existing senior secured debt. After this transaction, $375 million will remain outstanding. The company expects to use common equity proceeds to finance future acquisition opportunities, working capital, and capital expenditures. As of June 30, 2015, we estimate the company had roughly $4.5 billion in reported debt and $5 billion in adjusted debt outstanding (including S&P's standard adjustments, preferred stock, and tangible equity units). S&P estimates that pro forma debt to EBITDA for the 12 months ended June 30, 2015 was roughly 7x, including S&P's adjustments for debt and excluding unrealized synergies from the MOM Brands acquisition. S&P estimates that Post will remain highly leveraged during the next 12 to 24 months despite recently improved operating results, as S&P anticipates that the company will continue to make acquisitions. Post is a holding company with operating companies that manufacture, market, and distribute branded and private-label ready to eat cereals, snacks, refrigerated items, and active nutrition products. Post has shifted its strategy from being a pure-play cereal manufacturer to a holding company that has diversified its business mix with several acquisitions. S&P expects the company will continue to diversify as it makes additional acquisitions. Geographic diversification is limited, with more than 90% of sales generated in the U.S. and the majority of the remainder in Canada. S&P believes that, similar to other packaged-food companies, Post is exposed to commodity cost volatility, which impacts profitability. The ratings on the company's existing senior secured revolver and remaining balance on the term loan remains 'BB-'. The recovery rating on the senior secured facilities remains '1', indicating S&P's expectations for very high (90% to 100%) recovery in the event of a payment default. S&P raised its issue-level ratings on the company's senior unsecured notes to 'B' from 'B-' and the recovery rating on the notes to '4', indicating S&P's expectations of average recovery (30% to 50%), at the upper end of the range, in the event of a payment default, from '5.' Simulated default and valuation assumptions: -- Year of default: 2018 -- EBITDA at emergence: $482 million -- Implied enterprise value (EV) multiple: 6x Simplified waterfall: -- Net EV (after 5% administrative expenses): $2.7 billion -- Secured first-lien claims: $728 million -- Recovery expectations: Greater than 100% Total value available to unsecured claims: $2 billion -- Unsecured and pari-passu claims: $4.3 billion -- Recovery expectations: 30% to 50% (upper half of range) *All debt amounts include six months of prepetition interest. RATING LIST Ratings Affirmed Post Holdings Inc. Corporate credit rating B/Stable/-- Sr sec revolving credit fac due 2019 BB- Recovery rating 1 Sr sec term loan B due 2021 BB- Recovery rating 1 Ratings Raised TO FROM Sr unsec 6.75% nts due 2021 B B- Recovery rating 4H 5H Sr unsec 7.375% nts due 2022 B B- Recovery rating 4H 5H Sr unsec 6% nts due 20212 B B- Recovery rating 4H 5H New Ratings $600 mil. sr unsec nts due 2024 B Recovery rating 4H $600 mil. sr unsec nts due 2025 B Recovery rating 4H POWERTEAM SERVICES: S&P Retains 'B+' Rating on 1st Lien Term Loan ----------------------------------------------------------------- Standard & Poor's Ratings Services said that its 'B+' issue-level rating and '2' recovery rating on U.S.-based utility maintenance and infrastructure services provider PowerTeam Services LLC's first-lien term loan due 2020 are not affected by the company's proposed $40 million add-on to the loan. The company's existing first-lien credit facilities include a $60 million revolving credit facility due 2018 and $453 million (including the proposed add-on) in term loans due 2020. The '2' recovery rating on the first-lien debt indicates S&P's expectation of substantial (70%-90%; upper half of the range) recovery in the event of a default. This add-on will be an amendment to the company's existing first-lien term loan and will be used in connection with a proposed acquisition by PowerTeam. All of S&P's other ratings on PowerTeam, including S&P's 'B' corporate credit rating, are unchanged. S&P's ratings on PowerTeam reflect the company's high debt leverage (with an adjusted debt-to-EBITDA metric of over 5x), S&P's belief that the firm will generate positive free cash flow in 2015 (given the relatively favorable trends in the company's electric and gas utility maintenance outsourcing markets), and its track record of maintaining healthy EBITDA margins. RECOVERY ANALYSIS Simulated default and valuation assumptions -- Simulated year of default: 2018 -- EBITDA at emergence: $80 million -- EBITDA multiple: 5.5x Simplified waterfall -- Net enterprise value (after 5% admin. costs): $418 million -- Valuation split (obligors/non-obligors): 100%/0% -- Priority claims: $7 million -- Collateral value available to secured creditors: $411 million -- Secured first-lien debt claims: $496 million --Recovery expectations: 70%-90% (upper half of the range) -- Secured second-lien debt claims: $173 million --Recovery expectations: 0%-10% Note: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from nonobligors after nonobligor debt. RATINGS LIST Ratings Unchanged PowerTeam Services LLC Corporate Credit Rating B/Stable/-- $440 Mil. Term Loan Due 2020 B+ Recovery Rating 2H RADIOSHACK CORP: Seeks Nov. 2 Extension of Action Removal Period ---------------------------------------------------------------- RS Legacy Corporation, f/k/a RadioShack Corporation, et al., ask the United States Bankruptcy Court for District of Delaware for a second time for an order extending the period during which they may seek to remove actions to federal court under section 1452 of the Judicial Code and Rule 9027 of the Federal Rules of Bankruptcy Procedure through and including November 2, 2015. The Debtors explained that they seek an extension of the current deadline to protect their right to remove those civil actions for which they may determine that removal is appropriate. The extension sought will afford the Debtors additional time to determine whether to remove any pending civil action and will ensure that the Debtors do not forfeit valuable rights under Section 1452 of the Judicial Code. The rights of other parties to the relevant litigation will not be prejudiced by the extension, because any party to an action that is removed may seek to have it remanded to the state court. The Court will convene a hearing on August 26, 2015 at 11:00 a.m. Objections are due August 19. The Debtors are represented by: David M. Fournier, Esq. Evelyn J. Meltzer, Esq. Michael J. Custer, Esq. PEPPER HAMILTON LLP Hercules Plaza, Suite 5100 1313 N. Market Street P.O. Box 1709 Wilmington, DE 19899-1709 Telephone: (302)777- 6500 Facsimile: (302)421-8390 Email: fournierd@pepperlaw.com meltzere@pepperlaw.com custerm@pepperlaw.com -- and -- David G. Heiman, Esq. JONES DAY 901 Lakeside Avenue Cleveland, OH 44114 Telephone: (216)586-3939 Facsimile: (216)579-0212 Email: dgheiman@jonesday.com -- and -- Gregory M. Gordon, Esq. Dan B. Prieto, Esq. JONES DAY 2727 N. Harwood Street Dallas, TX 75201 Telephone: (214)220-3939 Facsimile: (214)969-5100 Email: gmgordon@jonesday.com dbprieto@jonesday.com -- and -- Thomas A. Howley, Esq. Paul M. Green, Esq. JONES DAY 717 Texas Suite 3300 Houston, TX 77002 Telephone: (832)239-3939 Facsimile: (832)239-3600 Email: tahowley@jonesday.com About RadioShack Corporation Headquartered in Fort Worth, Texas, RadioShack is a retailer of mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. RadioShack Corporation and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. Judge Kevin J. Carey presides over the case. David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki, Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H. Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel. Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors' restructuring advisor. Maeva Group, LLC, is the Debtors' Turnaround advisor. Lazard Freres & Co. LLC is the Debtors' investment banker. A&G Realty Partners is the Debtors' real estate advisor. Prime Clerk is the Debtors' claims and noticing agent. In their Petitions, the Debtors disclosed total assets of $1.2 billion, versus total debts of $1.3 billion. Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP represent the Official Committee of Unsecured Creditors as co-counsel. Houlihan Lokey Capital, Inc., serves as financial advisor and investment banker. The bankruptcy case is assigned to Judge Brendan L. Shannon. REGENCY CENTERS: Fitch Keeps 'BB+' Preferred Stock Rating --------------------------------------------------------- Fitch Ratings has assigned a 'BBB' credit rating to the $250 million unsecured notes issued by Regency Centers L.P., a subsidiary of Regency Centers Corp. (NYSE: REG). The 2025 notes were priced at 99.264% of par, or at 3.989%, a 175 basis point spread to the benchmark treasury. REG expects to use the net proceeds to pay amounts outstanding on the Company's line of credit. KEY RATING DRIVERS The rating is based on consistent operating fundamentals, the improvement in leverage and fixed charge coverage metrics and Fitch's expectations that metrics will continue to improve, surpassing both positive sensitivities as early as late 2015. The Positive Outlook as opposed to an upgrade endeavors to avoid a pro-cyclical rating action and allow for REG to demonstrate its willingness and ability to operate with leverage in the 5.0x-5.5x range as compared to 5.5x-6.8x (2008-2014). POSITIVE MOMENTUM FOR CREDIT METRICS REG's pro-rata leverage (defined as net debt divided by recurring operating EBITDA) was 5.6x for the trailing 12 months (TTM) ended June 30, 2015, level from year-end 2014 and 2013, and down from 6.1x at year-end 2012. Fitch projects the company's leverage will decline to the low 5.0x's and sustain at that level through 2017. REG's pro-rata fixed-charge coverage ratio (defined as recurring operating EBITDA less straight-line rents, leasing commissions and tenant and building improvements, divided by total interest incurred and preferred stock dividends) was 2.3x for the TTM ended June 30, 2015, up from 2.2x in 2014 and 2.1x 2013. Fitch projects REG's fixed-charge coverage will reach 2.5x and sustain in the high 2x's through 2017. STABLE FUNDAMENTALS Pro-rata same-store property net operating income (SSNOI) has grown 4.4% YTD 2015, after growth of 4% in each full year during 2012-2014, driven in part by consistently increasing occupancy levels with total percent leased at 95.8% as of June 30, 2015, an 80-basis point (bps) increase from a year prior. Rent growth has been strong across both new leases and renewals in recent years and was especially strong in 2014. Fitch expects that SSNOI will continue to grow in the low single digits through 2017 with the company maintaining its current occupancy rate. Additionally, the company's lease expiration schedule is manageable, with no year representing more than 13.8% of expiring pro-rata minimum base rent, further improving the durability of rental cash flows. STRONG UA / NET UD; UNEVEN DEBT MATURITY PROFILE REG's implied unencumbered asset value covered its net unsecured debt by 2.6x for TTM ended June 30, 2015 when applying an 8% stressed capitalization rate to unencumbered NOI. This ratio is strong for the 'BBB' rating. REG has some unevenness in its debt maturity schedule, prior to considering use of proceeds for the issuance, with large unsecured bond maturities contributing to 15% of debt maturing in 2015 and 21.9% maturing in 2017. However, refinancing risk is mitigated by the company's strong unencumbered asset pool and demonstrated access to the unsecured debt and equity markets. LIMITED DEVELOPMENT RISK Although REG was a prolific developer during the last real estate cycle, the company is now taking a more measured approach. REG's development pipeline increased in 2014 over the previous year to $232 million from $158 million, but well below the $1.05 billion invested in 2007. At June 30, 2015, the total development pipeline cost was at $178 million. The company's net cost to complete in-progress developments was 1.3% of its gross undepreciated assets as of June 30, 2015, compared with 12.7% in 2007. The size of the overall development pipeline has decreased materially since that time, reflective of an overall de-risking of the company's strategy. Fitch expects the company to gradually increase its development pipeline by starting approximately $150 million of annual developments and redevelopments in 2015 and 2016, a level that should not place pressure on the company's metrics. APPROPRIATE LIQUIDITY For the period July 1, 2015 to Dec. 31, 2016, REG's sources of liquidity (cash, availability under its unsecured revolving credit facility and projected retained cash flows from operating activities after dividends), including expected net proceeds of $248 million from the unsecured issuance, exceed uses of liquidity (pro-rata debt maturities, amortization, projected recurring capital expenditures and development) by 1.6x. The base case assumes development costs of $64.2 million which is the cost-to-complete of on-going development projects and assumes no new development starts. Under a scenario whereby development continues at its current trajectory, the company's liquidity coverage would decrease to 1.5x. Under the assumption that REG refinances 80% of pro-rata secured debt with new secured debt, liquidity coverage would improve to 1.9x. The company has demonstrated strong access to various forms of capital over the past few years, mitigating near-term refinance risk. CONSISTENT AFFO PAYOUT RATIO REG's dividend payout ratio ranged between 83% and 92% of adjusted funds from operations (AFFO) in the period of 2009-2013. The payout ratio in first-half 2015 was 75% due to the strong rent growth but Fitch believes the company's dividend coverage will sustain in the upper 80% range over the next three years. MODERATE GEOGRAPHIC CONCENTRATION REG's community and neighborhood shopping center portfolio has moderate geographic and anchor tenant concentrations. REG's top 10 core-based statistical areas (CBSAs) by annualized base rent (ABR) account for 54.3% of total ABR. However, the company is exposed to various markets within the U.S. Although REG's three largest tenants by ABR represent 11.2% (10.6% in 2014) of YTD 2015 annual base rents, this tenant concentration is offset somewhat by the fact that Fitch rates REG's top tenant investment grade. The company's three largest tenants are The Kroger Co. (4.5%, IDR of 'BBB' by Fitch), Publix Super Markets Inc. (3.7%) and Safeway Inc. (3%). PRO-RATA RATIONALE Fitch looks at REG's property portfolio profile, credit statistics, debt maturities, and liquidity position based on combining its wholly-owned properties and its pro-rata share of co-investment partnerships, to analyze the company as if each of the co-investment partnerships was dissolved via distribution-in-kind. Several of REG's co-investment partnerships provide for unilateral dissolution. Most of these co-investment partnerships provide for a distribution in kind in the event of a dissolution, whereby REG and its limited partner unwind the partnership by distributing the underlying properties (and related property-level debt, if any) to each partner based on each partner's respective ownership percentage. Further, the company has supported its co-investment partnerships in the past by raising common equity to repay or refinance its share of secured debt, demonstrating its willingness to de-lever these partnerships. Fitch views REG's partnership platform positively as it provides REG with broader market insights and incremental fee and property income. Via common equity follow-on offerings, the company has also reduced leverage in its partnerships to levels consistent with leverage on the wholly-owned consolidated portfolio. POSITIVE OUTLOOK The Positive Outlook centers on Fitch's expectation that REG's credit profile will remain consistent with a higher rating through the cycle, supported by management's commitment to maintaining credit metrics. KEY ASSUMPTIONS -- Same-store revenue growth of 2.3% in 2015 and 2016, and 2.6% in 2017; -- Acquisitions of $45 million at a 5.5% yield in 2015 and none in 2016-2017; -- Dispositions of $90 million in 2015, and $60 million in both 2016 and 2017 all at a 7% yield; -- Additional (re)development spending of $200 million, $130 million, and $160 million in 2015 to 2017, respectively; -- AFFO payout ratio expected to remain stable within the 80%-90% range. RATING SENSITIVITIES The following factors may have a positive impact on Regency's rating and/or Outlook: -- Fitch's expectation of pro-rata leverage sustaining below 5.5x for several quarters (pro-rata leverage was 5.6x as of June 30, 2015); -- Fitch's expectation of pro-rata fixed-charge coverage sustaining above 2.3x for several quarters (pro-rata coverage was 2.3x for TTM ended June 30, 2015). The following factors may have a negative impact on REG's rating and/or Outlook: -- Fitch's expectation of leverage sustaining above 7x for several quarters; -- Fitch's expectation of fixed-charge coverage sustaining below 1.8x for several quarters. Fitch currently rates Regency as follows: Regency Centers Corporation -- Issuer Default Rating (IDR) 'BBB'; -- Preferred stock 'BB+'. Regency Centers, L.P. -- IDR 'BBB'; -- Unsecured revolving facilities 'BBB'; -- Senior unsecured term loan 'BBB'; -- Senior unsecured notes 'BBB'. The Rating Outlook is Positive. RESPONSE GENETICS: Files Chapter 11 Petition to Facilitate Sale --------------------------------------------------------------- Response Genetics, Inc., a company focused on the development and sale of molecular diagnostic tests that help determine a patient's response to cancer therapy, on Aug. 10 disclosed that it has executed an asset purchase agreement with Cancer Genetics, Inc., an emerging leader in DNA-based cancer diagnostics, as a "stalking horse" bidder to acquire substantially all of the Company's assets. To facilitate the sale, the Company filed a voluntary petition under chapter 11 of the Bankruptcy Code in the Delaware Bankruptcy Court to, among other things, seek approval to implement sale and bidding procedures. During this process, the Company expects that its day-to-day operations will continue uninterrupted. To this end, the Company is seeking approval to maintain its current employee benefits and payroll programs in addition to other matters that will enable the Company to operate in the ordinary course of business. To fund operations, SWK Funding, LLC has agreed to provide the Company up to $3 million in financing (the "DIP Financing"). As part of the sale process, the Cancer Genetics, Inc. stalking horse bid is subject to higher or better offers as other interested parties will have an opportunity to submit competing bids. The final highest or best bid will then require Court approval. The Company anticipates the sale will be completed within 60 days. "We took this action [Mon]day with the goal of securing Response Genetics' future," said Thomas Bologna, Response Genetics CEO. "The Company has implemented various strategic initiatives and considered numerous options. We believe that this process is the best and most efficient course of action to serve our customers." Pachulski, Stang, Zeihl & Jones LLP is serving as the Company's legal advisor, Conway MacKenzie is serving as the Company's restructuring advisor, and Canaccord Genuity, Inc. is the Company's investment banker. For access to Court documents and other general information about the Company's chapter 11 case, please visit: www.omnimgt.com/responsegenetics About Response Genetics Response Genetics, Inc. (otcqb:RGDX) -- http://www.responsegenetics.com-- is a CLIA-certified clinical laboratory focused on the development and sale of molecular diagnostic testing services for cancer. The Company's technologies enable extraction and analysis of genetic information derived from tumor cells stored as formalin-fixed and paraffin-embedded specimens. The Company's principal customers include oncologists and pathologists. In addition to diagnostic testing services, the Company generates revenue from the sale of its proprietary analytical pharmacogenomic testing services of clinical trial specimens to the pharmaceutical industry. The Company's headquarters is located in Los Angeles, California. SANUWAVE HEALTH: Appoints Lisa Sundstrom Interim CFO ---------------------------------------------------- The Board of Directors of Sanuwave Health, Inc. has appointed Lisa E. Sundstrom to serve as the interim chief financial officer of the Company effective July 31, 2015. Ms. Sundstrom, age 45, joined the Company as the controller in October 2006. Ms. Sundstrom has over 23 years of finance and accounting experience most recently with ADP. Ms. Sundstrom received a Bachelor of Science degree in Accounting from The State University of New York at Geneseo. Ms. Sundstrom has no family relationships with any executive officer or director of the Company. Pursuant to her arrangement with the Company, Ms. Sundstrom is entitled to an annual base salary of $115,000 for the fiscal year 2015, after which time such compensation may be adjusted as determined by the Board. In addition, with respect to each full fiscal year, Ms. Sundstrom is eligible to earn an annual bonus award as determined by the Board, at the Board’s discretion. Ms. Sundstrom is also entitled to participate in the Company's employee benefit plans. The other terms and conditions of Ms. Sundstrom's employment will not change as a result of her appointment as interim chief financial officer. About SANUWAVE Health Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global regenerative medicine company focused on the development and commercialization of noninvasive, biological response activating devices for the repair and regeneration of tissue, musculoskeletal and vascular structures. SANUWAVE Health reported a net loss of $5.97 million on $847,000 of revenues for the year ended Dec. 31, 2014, compared with a net loss of $11.3 million on $800,000 of revenues in 2013. As of March 31, 2015, the Company had $3.49 million in total assets, $6.18 million in total liabilities, and a $2.69 million total stockholders' deficit. SARATOGA RESOURCES: Provides Information on Reserve Estimates ------------------------------------------------------------- Saratoga Resources, Inc., on Aug. 10 announced updated reserve information as of June 1, 2015. The updated reserve totals reflect management's internal estimates and incorporate updated audited reserves associated with the Company's 100% operated Breton Sound Block 32 and Main Pass Block 25 fields, both located in Plaquemines Parish, Louisiana. In Breton Sound Block 32 and Main Pass Block 25 fields, combined, total proved reserves have increased by 1,206 thousand barrels of oil equivalent ("MBOE"), a 66% increase over January 1, 2015 estimates, and proved plus probable plus possible reserves ("3P") have increased by 12,221 MBOE, a 407% increase over January 1, 2015 estimates. In both cases, reserves were audited by Netherland, Sewell & Associates, Inc. ("NSAI"), one of the world's premier independent oil and gas reserves auditors. The Company's internal estimate of total proved reserves for all fields, as of June 1, 2015, are 12.4 million barrels of oil and natural gas liquids ("MMBO") plus 68.0 billion cubic feet of gas ("BCF"), or 23.7 million barrels of oil equivalent ("MMBOE"), including 4.8 MMBO plus 38.8 BCF, or 11.2 MMBOE of probable P90 reserves, with net present value discounted at ten percent ("PV10") of $328 million, based on June 1, 2015 strip pricing starting at $66.09 oil, $2.83 gas, adjusted for quality, transportation fees and market differentials. Probable P90 reserves are proven undeveloped ("PUD") reserves that have been re-categorized to probable reserves due to the Securities and Exchange Commission ("SEC") five-year PUD reserves re-categorization. Total probable reserves, excluding the probable P90 reserves, are 13.7 MMBO plus 59.6 BCF, or 23.6 MMBOE with PV10 of $452 million and total possible reserves are 31.4 MMBO plus 150.4 BCF, or 56.4 MMBOE with PV10 of $1,060 million, giving total proved plus probable plus possible ("3P") reserves of 103.8 MMBOE with PV10 of $1.82 billion. Reserve Additions Reserve additions identified in Breton Sound Block 32 Field reflect NSAI audited totals as of April 1, 2015 as compared to December 31, 2014 totals as audited by Collarini Associates, which totals have been rolled forward to June 1, 2015 in preparing management's internal estimates. At Breton Sound Block 32 Field, the Company had proved reserves, as of April 1, 2015, of 1.5 MMBO plus 1.6 BCF, or 1.7 MMBOE with PV10 of $25.3 million, using April 1, 2015 strip pricing starting at $66.58 oil, $2.70 gas, adjusted for quality, transportation fees and market differentials. These proved reserves are a 3% increase over January 1, 2015 estimates. Of these proved reserves, 820 thousand barrels of oil ("MBO") plus 205 million cubic feet of gas ("MMCF"), or 854 thousand barrels of oil equivalent ("MBOE"), are proved developed producing ("PDP"), 3 MBO plus 121 MMCF, or 23 MBOE, are proved developed non-producing ("PDNP") and 654 MBO plus 1,297 MMCF, or 870 MBOE are proved undeveloped ("PUD"). In addition, as of April 1, 2015, there are probable reserves of 4,318 MBO plus 2,557 MMCF, or 4,744 MBOE, with PV10 of $129.2 million, and possible reserves of 5,461 MBO plus 2,799 MMCF, or 5,928 MBOE, with PV10 of $123.8 million. Total 3P reserves, as of April 1, 2015, are 12,420 MBOE with PV10 of $278.2 million, a 326% increase over earlier estimates by Collarini Associates from December 31, 2014. Reserve additions identified in Main Pass Block 25 Field reflect NSAI audited totals as of June 1, 2015 as compared to December 31, 2014 totals as audited by Collarini Associates. At Main Pass Block 25 Field, the Company had proved reserves, as of June 1, 2015, of 1,005 MBO plus 1,627 MMCF, or 1,277 MBOE with PV10 of $23.4 million, using June 1, 2015 strip pricing. These proved reserves are a 964% increase over January 1, 2015 estimates. Of these proved reserves, 235 MBO plus 219 MMCF, or 272 MBOE, are PDP, 28 MBO plus 312 MMCF, or 80 MBOE, are PDNP and 742 MBO plus 1,096 MMCF, or 925 MBOE are PUD. In addition, as of June 1, 2015, there are probable reserves of 804 MBO plus 785 MMCF, or 955 MBOE, with PV10 of $32.0 million, and possible reserves of 783 MBO plus 933 MMCF, or 939 MBOE, with PV10 of $23.0 million. Total 3P reserves are 3,171 MBOE with PV10 of $78.3 million, a 1,733% increase over earlier estimates by Collarini Associates from December 31, 2014. Valuation Estimates Each year, the Society of Petroleum Evaluation Engineers ("SPEE") conducts a survey of oil and gas industry producers, energy banking and finance professionals, private equity specialists and consultants relating to parameters used in property evaluation. SPEE has 558 members and poses a large number of questions in order to compile and summarize the methods and procedures used by respondents in performing valuations for acquisition and divestiture, calculating fair market value, or estimating loan value. A total of 168 respondents participated in the 34th Annual Survey, dated June 1, 2015, as it relates to valuation methodologies and criteria. By far the most common method of evaluation used by respondents is the discounted cash flow ("DCF") method, which was ranked #1 by 80% of the respondents. As stated within the SPEE Annual Survey, an important variable within DCF analysis is the use of a prescribed discount rate and the SEC regulations requires that DCFs be calculated and reported using a 10% discount rate. The unrisked discount rate is a rate used to calculate the unrisked present value of a future cash flow profile. The median discount rate most commonly used is 10%. Most evaluations of oil and gas reserves are initially performed in an unrisked manner, with reserve categorizations (proved, probable and possible) and reserve status (producing, non-producing/behind pipe and undeveloped) serving as the only indicators of relative risk, although these indicators are qualitative at best. In order to develop a value from unrisked DCF models, risk factors are usually applied. Two of the most common methods of incorporating risk into DCF models include risking the reserves, such as application of Reserve Adjustment Factors ("RAF") and Risk Adjusted Discount Rate ("RADR"). RAFs were identified as the most common method of incorporating risk with 42% of respondents indicating that they use this method exclusively and another 25% indicating that they use this method in conjunction with some additional adjustment in discount rates and 28% of respondents indicated that they used RADRs exclusively. The median, or P50, RAFs most commonly used by respondents are 100% for PDP, 85% for proved developed shut-in ("PDSI"), 75% for proved developed behind-pipe ("PDBP"), 50% for PUD, 50% for probable producing, 32.5% for probable shut-in, 35% for probable behind-pipe, 25% for probable undeveloped reserves and 10% for possible reserves. Slightly higher RAFs are commonly used in the case of unconventional reserves. The median, or P50, RADRs most commonly used by respondents are 10% for PDP, 15% for PDNP, 21% for PUD, 25% for probable reserves and 27.5% for possible reserves. Using the June 1, 2015 internal unrisked reserve numbers, the Company calculates its RAF value as $342 million and its RADR value as $794 million. These numbers compare with the Company's unrisked Proved PV10 value of $328 million. About Saratoga Resources Saratoga Resources -- http://www.saratogaresources.com-- is an independent exploration and production company with offices in Houston, Texas and Covington, Louisiana. Principal holdings cover approximately 51,500 gross/net acres, mostly held by production, located in the transitional coastline and protected in-bay environment on parish and state leases of south Louisiana and in the shallow Gulf of Mexico Shelf. Most of the company's large drilling inventory has multiple pay objectives that range from as shallow as 1,000 feet to the ultra-deep prospects below 20,000 feet in water depths ranging from less than 10 feet to a maximum of approximately 80 feet. Saratoga Resources, Inc., Harvest Oil & Gas, LLC, and their affiliated debtors sought protection under Chapter 11 of the Bankruptcy Code on June 18, 2015. The lead case is In re Harvest Oil & Gas, LLC, Case No. 15-50748 (Bankr. W.D. La.). The Debtors are represented by William H. Patrick, III, Esq., at Heller, Draper, Patrick, Horn & Dabney, LLC, in New Orleans, Louisiana. SERVICE CORP: Moody's Rates Proposed $300MM Sr. Unsecured Notes Ba3 ------------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Service Corporation International's (SCI) proposed $300 million senior unsecured notes, upgraded the Speculative Grade Liquidity Rating (SGL) to SGL-1 from SGL-2 and affirmed the Ba2 Corporate Family, Ba2-PD Probability of Default, Baa3 senior unsecured guaranteed and Ba3 senior unsecured ratings. The ratings outlook remains stable. The proceeds of the proposed notes will be used to repay the $197 million of senior unsecured notes due 2016, reduce revolving credit facility loans outstanding and pay related premiums, fees and expenses. Ratings on the notes due 2016 will be withdrawn once they are repaid. Issuer: Service Corporation International Upgrade: Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Assignments: Senior Unsecured Bond due 2024, Assigned Ba3 (LGD4) Affirmations: Corporate Family Rating, Affirmed Ba2 Probability of Default Rating, Affirmed Ba2-PD Senior Unsecured Bank Credit Facility, Affirmed Baa3 (LGD2) Senior Unsecured Bonds, Affirmed Ba3 (LGD4) Outlook: Outlook, Remains Stable RATINGS RATIONALE The upgrade of the SGL to SGL-1 reflects reduced near term required loan amortization following the repayment of the notes due 2016 and Moody's expectations for at least $300 million of the company's $500 million revolving credit facility (matures 2018) will be available over the next 12 to 18 months. Moody's expectations for over $100 million of cash and about $200 million of free cash flow provide further support to the very good liquidity profile. The Ba2 Corporate Family rating reflects Moody's expectation of modest 2% to 4% same-store revenue growth, debt to EBITDA in a range of about 3.7 to 4.0 times, peaking perhaps above 4 when SCI makes acquisitions, solid EBITA margins of over 20% and free cash flow to debt of about 6% to 8%. SCI's position as the leading death care provider in North America, supported by a broadly diversified portfolio of funeral service locations and cemetery properties, unique scale advantages, an over $9 billion revenue backlog and assets including real estate holdings, investment trusts and insurance contracts that provide tangible coverage of debt and other liabilities. Moody's anticipates free cash flow available to reduce debt will be limited by the need to invest in infrastructure leading to over $150 million of annual capital expenditures, the regular quarterly dividend of about $80 million a year and Moody's expectations that SCI will be a full cash tax payer by 2016. (All financial metrics reflect Moody's standard adjustments.) The stable ratings outlook reflects Moody's expectations for limited debt reduction as most free cash flow will be applied toward acquisitions and shareholder returns. The ratings could be upgraded if profitable revenue growth can be maintained above 4% per year and Moody's expects sustained debt to EBITDA around 3 times and free cash flow to debt above 10%. Lower ratings are possible if Moody's expects 1) lower revenue growth; 2) profitability as measured by EBITA margins will remain below 17%; 3) increasingly shareholder friendly financial policies; or 4) less than good liquidity. If Moody's anticipates debt to EBITDA will be maintained above 4.5 times or free cash flow to debt will remain below 6%, lower ratings are possible. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. SCI is North America's largest provider of funeral, cemetery and cremation products and services. The company operates an industry-leading network of 1,550 funeral service locations and 467 cemeteries, which includes 262 funeral service/cemetery combination locations. Moody's anticipates revenue of about $3 billion in 2015. THERAPEUTICSMD INC: Incurs $27.2 Million Net Loss in 2nd Quarter ---------------------------------------------------------------- TherapeuticsMD, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $27.2 million on $4.8 million of net revenues for the three months ended June 30, 2015, compared to a net loss of $10.9 million on $3.7 million of net revenues for the same period in 2014. For the six months ended June 30, 2015, the Company reported a net loss of $48.1 million on $9.3 million of net revenues compared to a net loss of $20.1 million on $6.6 million of net revenues for the same period during the prior year. As of June 30, 2015, the Company had $75.6 million in total assets, $12.6 million in total liabilities and $63 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/gXgJf8 About TherapeuticsMD Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a women's healthcare product company focused on creating and commercializing products targeted exclusively for women. The Company currently manufactures and distributes branded and generic prescription prenatal vitamins as well as over-the-counter vitamins and cosmetics. The Company is currently focused on conducting the clinical trials necessary for regulatory approval and commercialization of advanced hormone therapy pharmaceutical products designed to alleviate the symptoms of and reduce the health risks resulting from menopause-related hormone deficiencies. TherapeuticsMD reported a net loss of $54.2 million on $15.02 million of net revenues for the year ended Dec. 31, 2014, compared with a net loss of $28.4 million on $8.77 million of net revenues for the year ended Dec. 31, 2013. THERAPEUTICSMD INC: Reports Second Quarter 2015 Financial Results ----------------------------------------------------------------- TherapeuticsMD, Inc. reported a net loss of $27.2 million on $4.8 million of net revenues for the three months ended June 30, 2015, compared to a net loss of $10.8 million on $3.7 million of net revenues for the same period in 2014. For the six months ended June 30, 2015, the Company incurred a net loss of $48.1 million on $9.3 million of net revenues compared to a net loss of $20.1 million on $6.6 million of net revenues for the same period during the prior year. As of June 30, 2015, the Company had $75.6 million in total assets, $12.6 million in total liabilities and $63 million in total stockholders' equity. A full-text copy of the press release is available at: http://is.gd/8yUf5n About TherapeuticsMD Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a women's healthcare product company focused on creating and commercializing products targeted exclusively for women. The Company currently manufactures and distributes branded and generic prescription prenatal vitamins as well as over-the-counter vitamins and cosmetics. The Company is currently focused on conducting the clinical trials necessary for regulatory approval and commercialization of advanced hormone therapy pharmaceutical products designed to alleviate the symptoms of and reduce the health risks resulting from menopause-related hormone deficiencies. TherapeuticsMD reported a net loss of $54.2 million on $15.02 million of net revenues for the year ended Dec. 31, 2014, compared with a net loss of $28.4 million on $8.77 million of net revenues for the year ended Dec. 31, 2013. THORNTON & CO: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Thornton & Co., Inc. 132 Main Street, #3 Southington, CT 06489 Case No.: 15-21416 Type of Business: Distributor, trader and wholesaler of plastic resins, providing a full offering of polyethylene and polypropylene products. Chapter 11 Petition Date: August 10, 2015 Court: United States Bankruptcy Court District of Connecticut (Hartford) Judge: Hon. Ann M. Nevins Debtor's Counsel: Nicholas W. Quesenberry, Esq. GREEN & SKLARZ LLC 700 State Street, Suite 304 New Haven, CT 06511 Tel: 203-285-8545 Fax: 203-823-4546 Email: nquesenberry@gs-lawfirm.com - and - Jeffrey M. Sklarz, Esq. GREEN & SKLARZ LLC 700 State Street, Suite 100 New Haven, CT 06511 Tel: 203-285-8545 Fax: 203-823-4546 Email: jsklarz@gs-lawfirm.com Debtor's GORDIAN GROUP, LLC Investment Banker: Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by J. Paul Thornton, Jr., president. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Formosa Plastics Trade Debt $2,060,563 Corporation 16025 Collections Center Drive Attn. Pres sec or Manager Chicago, IL 60693 Equistar Chemicals, LP Trade Debt $1,341,209 P.O Box 301673 Attn. Pres Sec or Manager Dallas, TX 75303 Westlake Petrochemicals LLC Trade Debt $1,154,957 P.O Box 198240 Attn. Pres. Sec or Manager Atlanta, GA 30384 Westlake Longview Corporation Trade Debt $1,079,223 PO Box 28188 Attn. Pres, Sec pr Manager Atlanta, GA 30384 Chevron Phillips Chemical Co. Trade Debt $984,177 4358 Collections Center Drive Attn. Pres. Sec or Manager Chicago, IL 60693 The DOW Chemical Company Trade Debt $430,000 P.O. Box 281760 Attn. Pres., Sec or Manager Atlanta, GA 30384 Phillips 66 Company Trade Debt $313,713 21064 Network Place Attn. Pres., Sec or Manager Chicago, IL 60673 Montachem International Trade Debt $272,163 Suite 200 Attn. Pres, Sec or Manager Houston, TX 77027 Matrix Polymers Inc Trade Debt $258,463 P.O. Box 30004 Attn. Pres., Sec or Manager New York, NY 10087 BA/CH Polymers Trade Debt $231,336 Asia Chemical Corp., Inc Trade Debt $171,738 Celanese Performance Polymers Trade Debt $138,550 Revenue Quebec $135,395 DOW Chemical Canada ULC Trade Debt $130,459 Mass Polymers Trade Debt $121,799 Polymer Distribution Inc Trade Debt $111,421 John Grant Haulage Ltd Trade Debt $108,237 Luckey Logistics LLC Trade Debt $107,829 Sunteck Transport Co., Inc Trade Debt $107,059 Flint Hills Trade Debt $103,631 THORNTON & CO: Files for Chapter 11 to Sell Assets -------------------------------------------------- Plastic resins distributor Thornton & Co., Inc., has sought Chapter 11 bankruptcy protection to implement an orderly liquidation of its business and assets for the benefit of all creditors. William J. Zeronsa, the company's CFO, explains in a court filing that recently, the plastic resin market was impacted by volatile crude oil commodity prices. The substantial drop in crude oil prices that occurred during 2014 caused TCI to experience an erosion of the sale price it could receive for stockpiled inventory. Despite the recovery of prices, positive market trends and TCI taking measures to return to profitability, TCI's secured lender, People's United Bank ("PUB"), while being oversecured, reduced availability on TCI's credit line and took further steps to render it difficult for TCI to maintain operations. For the past several months, the Debtor has been unable to maintain the necessary level of purchasing and, accordingly, has seen a decrease in inventory, which has eroded its borrowing base. While the Debtor is effectively selling its inventory and collecting accounts receivable, the Debtor has insufficient capital or borrowing ability to rebuild its inventory stock. Therefore, the Debtor has elected to resolve its financial affairs in an orderly fashion under the protection of Chapter 11. This process will consist first of an effort to sell TCI (or its assets) as a going concern, followed by a liquidation of remaining assets, if necessary. Capital Structure J. Paul Thornton, Jr., is the controlling shareholder of TCI. J. Paul Thornton, III, and Nathan DeAngelis are the majority owners of TCI, but hold only non-voting stock. In April 2011, TCI and PUB entered into a $30 million revolving loan and credit facility (the "PUB Loan"). By way of multiple amendments and restatements, the PUB Loan was ultimately increased to a $40 million revolving credit facility. Beginning in 2014, PUB began requesting modification to the PUB Loan, including: requiring personal guarantees, posting of collateral, modification of borrowing base requirements, etc. At this time, PUB is owed approximately $21 million. The approximate market value TCI's inventory and accounts receivable are currently approximately $28 million. Paul, Jake and Nate have personally guaranteed the PUB Loan and pledged certain collateral to secure the over-advances. Paul's guarantee is limited to $5 million. In the ordinary course of operations, the Debtor purchases hydrocarbon resin from numerous suppliers. The Debtor also purchases goods and services for use in normal operations. As of the Petition Date, the Debtor owed general unsecured creditors approximately $10.6 million. First Day Motions TCI filed several so-called "first day" motions together with its bankruptcy petition. These motions include: a. Motion For Preliminary And Final Orders Authorizing Use Of Cash Collateral And Providing Adequate Protection To Secured Creditors; b. Motion For Entry Of An Order Pursuant To 11 U.S.C. Sec. 105 And 362 For (1) Authority To Maintain Pre-Petition Accounts And Cash Management Systems And (2) Directing Customer Payments To Debtor In Possession Account; c. Debtor's Motion For Authority To Pay Pre-Petition Employee Wages, Salaries, And Related Items; To Pay Pre-Petition Health Insurance Premiums; To Reimburse Pre-Petition Employee Business Expenses; And To Make Payments For Which Pre-Petition Payroll Deductions Were Made; d. Debtor's Motion For Authority To Make Payment On Pre-Petition Claims Of Critical Vendors; e. Debtor's Motion For Order Establishing Procedures For Making Claims Pursuant To 11 U.S.C. Sec. 502(b)(9); and f. Debtor's Application to Retain Gordian Group as Financial Advisor and Investment Banker. The relief sought in the First Day Motions is consistent with the Debtor's restructuring goals, and will permit the Debtor to operate effectively and efficiently within chapter 11 and minimize potential adverse consequences of the bankruptcy filing. The First Day Motions are aimed at ensuring the Debtor maintains vital customer relationships. At the same time, the First Day Motions ensure that secured creditors are adequately protected. Similarly, the First Day Motions make sure that employee wage and benefit obligations are paid to maintain the cohesiveness of TCI's work force. About Thornton & Co. Thornton & Co., Inc. is an international distributor, trader and wholesaler of plastic resins, providing a full offering of polyethylene and polypropylene products. J. Paul Thornton, Jr. founded TCI in 1994. As of Aug. 1, 2015, TCI had 20 employees, consisting of 12 people at its Southington, Connecticut headquarters, and 8 sales representatives who work in various locations. Thornton & Co. sought Chapter 11 protection (Bankr. D. Conn. Case No. 15-21416) on Aug. 10, 2015, in Hartford, Connecticut. Judge Ann M. Nevins presides over the case. Nicholas W. Quesenberry, Esq., at Green & Sklarz LLC, serves as counsel to the Debtor. There's a meeting of creditors under 11 U.S.C. Sec. 341(a) on Sept. 4, 2015. Proofs of claim are due by Dec. 3, 2015. THORNTON & COMPANY: Files Chapter 11 Bankruptcy Petition -------------------------------------------------------- Thornton & Company, Inc. on Aug. 10 filed for bankruptcy protection under Chapter 11 in Hartford, Connecticut. "We have decided that the best way to try and repay our creditors as much money as possible is under bankruptcy protection," said J. Paul Thornton, Jr., President of TCI. "We proposed a plan to our banking group, led by Peoples United Bank, which would have let us stay in business and recover from certain market events, but they rejected it," said Mr. Thornton. TCI will now likely undertake at least a partial orderly liquidation through the Chapter 11 process. "We are filing this case to try and bring value to our suppliers who have so generously supported us and worked with us. If we just do as Peoples Bank asks, our suppliers will get nothing." TCI has retained Gordian Group LLC as its financial advisor and investment banker and is currently soliciting offers to purchase the Company as a going concern, as well as seeking refinancing opportunities, and the Company is open to considering equity investment as well. With a comprehensive network of 49 warehouse locations throughout the US and Canada, TCI had unique capabilities to fulfill and deliver on customer requirements. J. Paul Thornton, Jr. founded TCI in 1994. Since its founding TCI has grown into a major player in the plastics market through building close relationships with customers and suppliers. Over the past several years, TCI has expanded the scope of its operations internationally by expanding its sales force and developing proprietary products, which are industry leaders. TCI's 2014 sales were approximately $200 million. Among other things, due to its over leveraged capital structure and a significant drop in petrochemical prices over the past 12 months or so that that saw prices decline over 20%, TCI needed to deal with its financial pressure by selling inventory on hand at a significant loss. TCI presented a going concern plan to repay suppliers and resolve its financial problems to Peoples United Bank in mid-July. Peoples United Bank (and it partner bank Farmington Savings Bank) rejected that plan necessitating the bankruptcy filing. TCI is represented by Jeffrey M. Sklarz of Green & Sklarz LLC as legal counsel. Any interested parties should contact Liam Ahearn or Thomas McCarthy at Gordian Group LLC at (212) 486- 3600 or by email at: lda@gordiangroup.com or tcm@gordiangroup.com For more information contact: Jeffrey M. Sklarz, Esq. Telephone: (203) 285-8545 E-mail: jsklarz@gs-lawfirm.com Thornton & Company, Inc. is an international distributor, trader and wholesaler of plastic resins, providing a full offering of polyethylene and polypropylene products, based in Southington, Connecticut. TRANS ENERGY: Unit Amends Credit Agreement with Morgan Stanley -------------------------------------------------------------- Trans Energy, Inc.'s wholly owned subsidiary, American Shale Development, Inc. (the "Borrower") entered into an amendment and waiver that amended the credit agreement dated May 21, 2014, and the associated NPI agreement by and among the Borrower, several other financial institutions parties thereto as lenders, and Morgan Stanley Capital Group Inc. as the administrative agent. Under the terms of the First Amendment and Waiver, the parties agreed to: * Increase the Applicable Margin to 12% in the event that interest is paid in cash, and 14% if paid in kind (which represents a change in the 9% Applicable Margin currently payable in cash); * Change the Maturity Date to Dec. 31, 2016; * Remove the Leverage Ratio covenant; * Add a covenant requiring the PV-9 of the Borrower's proved reserves to be greater than 1.5 times the net debt, with a minimum PDP component of proved reserves that increases over time; * Eliminate the make-whole premium and any other prepayment penalties related to debt paydowns; * Require the Borrower to limit its capital expenditures and other monthly expenditures to amounts agreed upon in the First Amendment and Waiver; * Require the Borrower to close the sale of assets in Wetzel County and pay down at least $30 million of debt by Sept. 30, 2015; * Allow the Borrower to use the next $17 million of proceeds from the Wetzel County sale, plus 50% of any proceeds thereafter, primarily for expenditures in connection with an approved plan of development; * Begin a process to refinance the debt facility, or otherwise effect its paydown through a sale of assets, during the first quarter of 2016; * Defer any payment related to the NPI on the Wetzel County assets until the loans are repaid in full; * Increase the NPI on the assets remaining after the Wetzel County sale by 2%, to approximately 11%; * Pay total fees to the administrative agent of $4 million, of which $1 million was added to the loan balance upon execution of the First Amendment and Waiver. The remainder is to be added to the loan balance upon the closing of the sale of the Wetzel County assets. About Trans Energy St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG) -- http://www.transenergyinc.com/-- is an independent energy company engaged in the acquisition, exploration, development, exploitation and production of oil and natural gas. Its operations are presently focused in the State of West Virginia. Trans Energy reported a net loss of $12.5 million on $27.2 million of total operating revenues for the year ended Dec. 31, 2014, compared with a net loss of $17.7 million on $18.4 million of total operating revenues for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $123 million in total assets, $139 million in total liabilities, and a $15.4 million total stockholders' deficit. UNITED CRANE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: United Crane Rentals, Inc. 111 North Michigan Avenue PO Box 8 Kenilworth, NJ 07033-0008 Case No.: 15-25024 Chapter 11 Petition Date: August 10, 2015 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. Rosemary Gambardella Debtor's Counsel: Timothy P. Neumann, Esq. BROEGE, NEUMANN, FISCHER & SHAVER 25 Abe Voorhees Drive Manasquan, NJ 08736 Tel: 732-223-8484 Fax: 732-223-2416 Email: timothy.neumann25@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Timothy H. Shinn, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/njb15-25024.pdf UNIVERSAL COOPERATIVES: Needs Until Oct. 6 to File Plan ------------------------------------------------------- Universal Cooperatives, Inc., and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive period to file a plan of reorganization through and including October 6, 2015, and their exclusive period to obtain acceptances of that plan through and including December 4, 2015. This is the Debtors' fifth extension request and they have been working cooperatively with the Official Committee of Unsecured Creditors to prosecute the amended Plan and respond to inquiries thereto. Although the amended Plan has been filed and solicited, and the Plan Proponents will seek its confirmation at the hearing currently scheduled for September 3, 2015, the Debtors seek the extension requested to preserve their exclusivity in the event that the amended Plan is not confirmed and unexpected issues or objections arise in connection therewith. Unless extended, the Debtors' Plan Period and Solicitation Period will expire on August 7, 2015, and October 5, 2015, respectively. The Debtors are represented by: Robert S. Brady, Esq. Andrew L. Magaziner, Esq. Travis G. Buchanan, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: rbrady@ycst.com amagaziner@ycst.com tbuchanan@ycst.com -- and -- Mark L. Prager, Esq. Michael J. Small, Esq. Emil P. Khatchatourian, Esq. FOLEY & LARDNER LLP 321 North Clark Street, Suite 2800 Chicago, IL 60654-5313 Tel: (312) 832-4500 Fax: (312) 832-4700 Email: mprager@foley.com msmall@foley.com ekhatchatourian@foley.com About Universal Cooperatives As an inter-regional farm supply cooperative, Universal Cooperatives, Inc. consolidates the purchasing power of its members to procure, and/or manufacture, and distribute high quality products at competitive prices. Universal has 14 voting members and over 50 associate members. Eagan, Minnesota-based Universal Cooperatives and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-11187) on May 11, 2014. The debtor-affiliates are Heritage Trading Company, LLC; Bridon Cordage LLC; Universal Crop Protection Alliance, LLC; Agrilon International, LLC; and zavalon, Inc. UCI do Brasil, a majority-owned subsidiary located in Brazil, is not a debtor in the Chapter 11 cases. The cases are assigned to Judge Mary F. Walrath. Universal Cooperatives disclosed $12.09 million in assets and $29.3 million in liabilities as of the Chapter 11 filing. The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady, Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq., Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley & Lardner LLP, as counsel; The Keystone Group, as financial advisor and Prime Clerk as notice and claims agent. Bank of America, N.A., as agent for the DIP Lenders, is represented by Daniel J. McGuire, Edward Kosmowski, Esq., and Gregory M. Gartland, Esq., at Winston & Strawn, LLP. The United States Trustee for Region 3 appointed seven members to the Official Committee of Unsecured Creditors, which is represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and Timothy R. Wheeler, Esq., at Lowenstein Sandler LLP, in Roseland, New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien, Esq., at Venable LLP, in Wilmington, Delaware. VEREIT INC: S&P Affirms 'BB' CCR & Revises Outlook to Stable ------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'BB' corporate credit and 'BB+' issue-level ratings on VEREIT Inc. and its operating partnership, ARC Properties Operating Partnership L.P. We revised our outlook on the company to stable from negative. "Our outlook revision follows the company's second-quarter earnings release and business plan update. VEREIT released a four-pronged strategy with a focus on portfolio enhancement, restoring the brand value of Cole Capital, reducing debt and improving the balance sheet, and establishing a sustainable dividend," Jaime Gitler. "We believe the new management team is taking appropriate steps to stabilize a volatile situation and restore the confidence of market participants." The outlook is stable. VEREIT has laid out a plan to regain the market's trust and confidence. Significant items have already been accomplished (including the presentation of the strategic business plan, improved corporate governance, and further changes to the composition of the board of directors) but the company will now turn to portfolio enhancements and debt reduction in order to further stabilize the situation and move away from former management's strategy. S&P expects the company to operate with Debt (including preferred) to adjusted EBITDA (net of straight line rents) in the mid-8.0x range over the next 18 months. S&P could raise the rating if the company executes on its business plan by selling assets to materially reduce debt. S&P would also want to see progress and additional clarity surrounding the litigation overhang, and a resolution of the material weaknesses in internal controls. S&P could lower the rating if the VEREIT's strategic initiatives stumble, if the company experiences issues with liquidity, possibly because of higher litigation costs, or if S& believes leverage/financial policy will be sustained with debt to EBITDA above 9.5x and FCC below 1.7x. VIGGLE INC: Signs Forbearance Agreement with AmossyKlein Family --------------------------------------------------------------- Viggle Inc. on July 31, 2015, entered into a forbearance agreement with AmossyKlein Family Holdings, LLLP, as representative of the former shareholders of Choose Digital Inc., according to a document filed with the Securities and Exchange Commission. The Forbearance Agreement provides that the Company will make monthly installment payments to the Stockholders, beginning on July 31, 2015, and ending on Jan. 29, 2016. Specifically, the Company agreed to pay $668,445 on July 31, 2015; $532,422 on Aug. 31, 2015; $527,678 on Sept. 30, 2015; $523,979 on Oct. 31, 2015; $520,956 on Nov. 30, 2015; $517,134 on Dec. 31, 2015; and $1,754,128 on Jan. 29, 2016. The Company agreed to deliver an affidavit of confession of judgment to be held in escrow by AmossyKlein's counsel in the event the Company does not make such installment payments. A copy of the Forbearance Agreement is available at: http://is.gd/oG9kt4 As previously disclosed by the Company in a Form 8-K filed on June 12, 2015, Sillerman Investment Company IV, LLC., an affiliate of Robert F.X. Sillerman, the Company's executive chairman and chief executive officer of the Company, agreed to provide a Line of Credit to the Company of up to $10,000,000. On July 31, 2015, the Company borrowed an additional $1,000,000 under the Line of Credit. Appoints Lead Director On Aug. 4, 2015, the Company's Board of Directors determined that it was in the best interest of the Company and its shareholders to designate an independent director to serve in a lead capacity. The Board appointed Peter Horan as Lead Director, The Lead Director's responsibilities shall include, but are not limited to: (i) reviewing Board meeting agendas to ensure that topics deemed important by the independent directors are included in Board discussions; (ii) calling meetings of the independent directors; (iii) serving as chairman of the executive sessions of the Board's independent directors; (iv) serving as principal liaison between the independent directors and the Company's Executive Chairman or Company management on sensitive issues; and (v) performing such other duties as the Board may determine. About Viggle New York City-based Viggle Inc. is a loyalty marketing company. The Company has developed a loyalty program for television that gives people real rewards for checking into the television shows they are watching on most mobile operating system. Viggle users can redeem their points in the app's rewards catalog for items such as movie tickets, music, or gift cards. Viggle reported a net loss of $68.4 million on $18 million of revenues for the year ended June 30, 2014, compared with a net loss of $91.4 million on $13.9 million of revenues for the year ended June 30, 2013. The Company's balance sheet at March 31, 2015, showed $70.9 million in total assets, $54.6 million in total liabilities, $11.4 million in series C convertible redeemable preferred stock, and stockholders' equity of $4.88 million. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. The independent auditors noted that the Company has suffered recurring losses from operations and at June 30, 2014, has a deficiency in working capital that raises substantial doubt about its ability to continue as a going concern. WAFERGEN BIO-SYSTEMS: Incurs $3.8-Mil. Net Loss in Second Quarter ----------------------------------------------------------------- WaferGen Bio-systems, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $3.8 million on $1.6 million of total revenue for the three months ended June 30, 2015, compared to a net loss of $2.1 million on $1.7 million of total revenue for the same period in 2014. For the six months ended June 30, 2015, the Company reported a net loss of $8.6 million on $2.7 million of total revenue compared to a net loss of $4.6 million on $3.1 million of total revenue for the same period during the prior year. As of June 30, 2015, the Company had $13.2 million in total assets, $6.9 million in total liabilities and $6.3 million in total stockholders' equity. As of June 30, 2015, the Company's principal source of liquidity was $7.4 million in cash and cash equivalents. The Company had working capital of $6.1 million. The Company's funding has primarily been generated by the issuance of equity securities, which includes $18.0 million and $13.4 million raised, net of offering costs, in 2014 and 2013, respectively. The Company also had, as of June 30, 2015, Notes with a principal amount of $5.2 million owing to MTDC, repayable in August 2020. A copy of the Form 10-Q is available at http://is.gd/Ono0EF About WaferGen Bio-systems Fremont, California-based WaferGen Bio-systems, Inc., engages in the development of systems for gene expression quantification, genotyping and stem cell research. Since 2008, the Company's primary focus has been on the development, manufacture and marketing of its SmartChip System, a genetic analysis platform used for profiling and validating molecular biomarkers in the life sciences and pharmaceutical drug discovery industries. WaferGen Bio-systems reported a net loss of $10.7 million in 2014, a net loss of $16.3 million in 2013 and a net loss of $8.97 million in 2012. WESTMORELAND COAL: Completes Contribution of Kemmerer Mine ---------------------------------------------------------- Westmoreland Coal Company and Westmoreland Resource Partners, LP announced that Westmoreland's contribution of Westmoreland Kemmerer LLC, which owns and operates the Kemmerer Mine in Wyoming, to WMLP was completed on Aug. 1, 2015. Westmoreland contributed 100% of the outstanding equity interests in Kemmerer to WMLP in exchange for $115 million of cash and $115 million of new WMLP Series A Convertible Units at a price of $7.54 per unit. Immediately following the issuance of Series A Units to Westmoreland, the Company will own approximately 19.8M shares in WMLP, representing a 93% ownership. "The drop down of the Kemmerer mine is an important first step in our previously articulated MLP strategy," said Keith E. Alessi, CEO of Westmoreland and WMLP. "The timing of the transaction was consistent with our plans to do a drop down in 2015, availability of the delayed draw facility at WMLP, and attractive valuation of the WMLP units. We feel that the units are a good investment for our shareholders and represent a pool of future liquidity." "We're pleased to finance the drop of the Kemmerer Mine with the additional funding available in WMLP's current term debt," said Kevin Paprzycki, CFO of Westmoreland and WMLP. "This facility represented an attractive source of financing relative to today's challenging markets, and we thank the lending group for their continued support." The Series A Units will receive distributions at a rate that mirrors distributions to the common units, payable at WMLP's discretion in either cash or Paid in Kind distributions. In addition, the Series A Units are subject to conversion into common units, on a one-for-one basis, upon the earlier of either (i) WMLP paying a quarterly distribution of $0.22/unit to its common unitholders, a 10% increase to the current distribution of $0.20/unit, or (ii) a change of control. The transaction was approved by the Board of Directors of the general partner of WMLP and by the Conflicts Committee of the Board of Directors, which consists entirely of independent directors. The Conflicts Committee engaged Robert W. Baird & Co. to act as its independent financial advisor and to render a fairness opinion, and Akin Gump Strauss Hauer & Feld LLP to act as its legal advisor. BMO Capital Markets and Holland & Hart LLP acted as financial advisors and legal advisors, respectively, to Westmoreland. About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland Coal Company reported a net loss applicable to common shareholders of $173 million in 2014, a net loss applicable to common shareholders of $6.05 million in 2013 and a net loss applicable to common shareholders of $8.58 million in 2012. * * * As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating Services raised its corporate credit rating on Westmoreland Coal Co. one-notch to 'B' from 'B-'. "The stable outlook is supported by Westmoreland's committed sales position over the next year, which should result in stable cash flows," said Standard & Poor's credit analyst Chiza Vitta. Moody's upgraded the corporate family rating (CFR) of Westmoreland Coal Company to 'B3' from 'Caa1', and assigned 'Caa1' rating to the company's proposed new $300 million First Lien Term Loan, the TCR reported on Nov. 20, 2014. The upgrade of the CFR reflects the company's successful integration of the Canadian mines acquired in April 2014, and Moody's expectation that the company's Debt/ EBITDA will track at around 5x in 2015 and 2016 and that the company will be break-even to modestly free cash flow positive over the same time period. [*] Small Biz. Owners Upbeat Amid Decreasing Economic Confidence ---------------------------------------------------------------- ShopKeep, the cloud-based technology provider used by more than 18,000 retail shops, restaurants, and other organizations, on Aug. 4 announced the release of the Q2 2015 ShopKeep Small Business Index (SSBI). The SSBI, which draws upon insights gathered from a survey of 1,260 ShopKeep merchants as well as second quarter same-store sales data, reveals unprecedented growth for ShopKeep merchants and confidence in the future of their businesses, despite decreasing optimism in the strength of the national economy as a whole. This quarter, survey respondents reported their highest revenue and optimism to date. Ninety-six percent of business owners are confident about the current state of their businesses and 98% of respondents expressed optimism about the success of their businesses one year from now. Notably, 79% of small business owners surveyed reported an increase in revenue over the past six months and 92% expect an increase over the next six months. Other noteworthy economic findings include: ShopKeep same-store sales data has shown positive growth within all business categories, including quick service restaurants, bars and retail. The SSBI identified an average of 23.1% year-over-year increase in sales revenue, a staggering 11% increase from Q1 2015 and more than six times higher than the forecasted national average of 3.5%. Coupled with a 15.4% year-over-year increase in sales transactions, the SSBI identified a correlation in revenue increases with business owners opting to implement sustainable growth strategies as opposed to merchants simply raising prices. Despite strong profits, ShopKeep merchants expressed a decrease in confidence when asked about the national economy. Specifically, confidence in the U.S. economy has decreased 5% from the previous quarter to 75%; though still a favorable number, only 39% of respondents believe the economy is stronger today compared to one year ago. "The goal of ShopKeep's Quarterly Small Business Index is to provide a pulse on the state of small business and to deduce the national matters that impact the health of growing businesses across the United States," said ShopKeep President and CEO Norm Merritt. "While it is encouraging to track the increasing optimism independent merchants express about the future of their businesses, it is just as important to recognize the areas small business owners are still struggling with, from economic policies to a lack of education about emerging technology. Main Street is the backbone of our economy and ensuring small business owners have the tools needed to run smartly and efficiently in today's changing business landscape remains a key priority in the present and future of ShopKeep." This quarter, ShopKeep merchants were asked to provide insight into key factors that could contribute to the dip in optimism, including trends in hiring, wages and public policy that impact the health and survival of their businesses. Sixty-one percent of merchants surveyed expressed concern about tax and regulatory policies, followed by concerns of attracting and retaining a quality workforce (50%), cost and availability of health insurance for workers (32%), and information stolen through a security breach (29%). National trends in unemployment and minimum wage remain hot topics that impact the health of independent merchants. Fifty percent of owners have identified finding and retaining a quality workforce as a concern for their business operations, an interesting development as the national unemployment rate continues to decline. SMBs indicated an average wage of $10.83, which is slightly above the $10.29 national average and 49% above the $7.25 U.S. minimum wage. In addition, 80% of small business owners don't feel pressured to raise employee wages in order to compete with national retail chain wage policies. "The small business economy consistently contributes nearly half of the country's GDP, but year after year we see lawmakers creating and enforcing policies that do not support the growth and health of independent merchants," explained Norm Merritt. "As campaign season ramps up, no question we'll see numerous candidates claiming to be the small business president. We'll be keeping a keen eye on the candidates that do have the best interests of the small business owner in mind and will enforce policies that will truly benefit independent merchants across the country." About ShopKeep Everything ShopKeep -- http://www.shopkeep.com-- does is about supporting growing and independent businesses. Founded by a successful business owner who had a point of sale system that was not meeting his needs, ShopKeep provides an intuitive, secure, iPad-based point-of-sale system. ShopKeep empowers growing business owners to run smarter businesses by optimizing staffing, regulating inventory and accessing sales reports and customer information on one seamless, cloud-based platform. ShopKeep already has more than 18,000 registers in use at businesses in the United States and Canada. Business owners can set-up their registers in minutes, accept cash and credit cards with their choice of processor, view real-time sales on their smartphone and easily track inventory and staff. Most importantly, ShopKeep's award-winning customer care team is available to help 24/7 and provide a robust support network for growing business owners. ShopKeep was founded in 2008 and is headquartered in New York. ********* 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 ***